MOBILE REACH INTERNATIONAL INC
EX-10.1 2003 EQUITY COMPENSATION PLAN
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<TYPE>EX-10.1
<SEQUENCE>7
<FILENAME>g84476exv10w1.txt
<DESCRIPTION>EX-10.1 2003 EQUITY COMPENSATION PLAN
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                                                                    EXHIBIT 10.1

                        MOBILE REACH INTERNATIONAL, INC.

                          2003 EQUITY COMPENSATION PLAN

                                  July 25, 2003

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                        MOBILE REACH INTERNATIONAL, INC.
                          2003 EQUITY COMPENSATION PLAN
                                  JULY 25, 2003

                         ARTICLE I - GENERAL PROVISIONS

1.1      The Plan is designed, for the benefit of the Company, to attract and
         retain for the Company personnel of exceptional ability; to motivate
         such personnel through added incentives to make a maximum contribution
         to greater profitability; to develop and maintain a highly competent
         management team; and to be competitive with other companies with
         respect to equity compensation.

1.2      Awards under the Plan may be made to Participants in the form of (i)
         Incentive Stock Options, (ii) Nonqualified Stock Options; (iii)
         Restricted Stock, and/or (iv) Stock Awards.

1.3      The Plan shall be effective July 25, 2003 (the "Effective Date").

                            ARTICLE II - DEFINITIONS

Except where the context otherwise indicates, the following definitions apply:

2.1      "Act" means the Securities Exchange Act of 1934, as now in effect or as
         hereafter amended. All citations to sections of the Act or rules
         thereunder are to such sections or rules as they may from time to time
         be amended or renumbered.

2.2      "Agreement" means the written agreement evidencing each Award granted
         to a Participant under the Plan.

2.3      "Award" means an award granted to a Participant of a Stock Option or
         Restricted Stock or a Stock Award or any combination thereof.

2.4      "Board" means the Board of Directors of the Company.

2.5      "Code" means the Internal Revenue Code of 1986, as now in effect or as
         hereafter amended. All citations to sections of the Code are to such
         sections as they may from time to time be amended or renumbered.

2.6      "Committee" means the committee consisting of one or more members of
         the Board as may be appointed by the Board to administer this Plan
         pursuant to Article III or for such limited purposes as may be provided
         by the Board. In the event the Board does not appoint such committee,
         all references to the "Committee" herein shall mean the Board.

2.7      "Company" means Mobile Reach International, Inc., a Delaware
         corporation, and its successors and assigns.

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2.8      "Disability," with respect to any Incentive Stock Option, means
         disability as determined under Code section 22(e)(3), and with respect
         to any other Award, means (i) with respect to a Participant who is
         eligible to participate in the Employer's program of long-term
         disability insurance, if any, a condition with respect to which the
         Participant is entitled to commence benefits under such program of
         long-term disability insurance, or (ii) with respect to any Participant
         (including a Participant who is eligible to participate in the
         Employer's program of long-term disability insurance, if any), a
         disability as determined under procedures established by the Committee
         or in any Award.

2.9      "Eligible Participant" means an employee of the Employer (including an
         officer), as shall be determined by the Committee, as well as any other
         person, including a non-employee member of the Board or a consultant
         who provides or has provided services to the Employer, subject to
         limitations as may be provided by the Code, the Act or the Committee,
         as shall be determined by the Committee.

2.10     "Employer" means the Company and its parent and subsidiary corporations
         (within the meaning of Code sections 424(e) and (f)) during any
         relevant period. With respect to all purposes of the Plan, including,
         but not limited to, the establishment, amendment, termination,
         operation and administration of the Plan, the Company shall be
         authorized to act on behalf of all other entities included within the
         definition of "Employer."

2.11     "Fair Market Value" means the value of a share of Stock, as determined
         in good faith by the Committee; provided, however, that

         (a)      if the Stock is listed on a national securities exchange, Fair
                  Market Value on a date shall be the closing sale price
                  reported for the Stock on such exchange on such date if at
                  least 100 shares of Stock were sold on such date or, if fewer
                  than 100 shares of stock were sold on such date, then Fair
                  Market Value on such date shall be the closing sale price
                  reported for the Stock on such exchange on the last prior date
                  on which at least 100 shares were sold, all as reported in The
                  Wall Street Journal or such other source as the Committee
                  deems reliable; and

         (b)      if the Stock is not listed on a national securities exchange
                  but is admitted to quotation on the National Association of
                  Securities Dealers Automated Quotation System or other
                  comparable quotation system, Fair Market Value on a date shall
                  be the last sale price reported for the Stock on such system
                  on such date if at least 100 shares of Stock were sold on such
                  date or, if fewer than 100 shares of Stock were sold on such
                  date, then Fair Market Value on such date shall be the average
                  of the high bid and low asked prices reported for the Stock on
                  such system on such date or, if no shares of Stock were sold
                  on such date, then Fair Market Value on such date shall be the
                  last sale price reported for the Stock on such system on the
                  last date on which at least 100 shares of Stock were sold, all
                  as reported in The Wall Street Journal or such other source as
                  the Committee deems reliable; and

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         (c)      If the Stock is not traded on a national securities exchange
                  or reported by a national quotation system, if any
                  broker-dealer makes a market for the Stock, then the Fair
                  Market Value of the Stock on a date shall be the average of
                  the highest and lowest quoted selling prices of the Stock in
                  such market on such date if at least 100 shares of Stock were
                  sold on such date or, if fewer than 100 shares of Stock were
                  sold on such date, then Fair Market Value on such date shall
                  be the average of the high bid and low asked prices for the
                  Stock in such market on such date or, if no prices are quoted
                  on such date, then Fair Market Value on such date shall be the
                  average of the highest and lowest quoted selling prices of the
                  Stock in such market on the last date on which at least 100
                  shares of Stock were sold.

         The Committee shall determine Fair Market Value in connection with an
         Incentive Stock Option in accordance with Code section 422 and the
         rules and regulations thereunder.

2.12     "Incentive Stock Option" means a Stock Option granted to an Eligible
         Participant under Article IV of the Plan.

2.13     "Nonqualified Stock Option" means a Stock Option granted to an Eligible
         Participant under Article V of the Plan.

2.14     "Option Grant Date" means, as to any Stock Option, the latest of:

         (a)      the date on which the Committee takes action to grant the
                  Stock Option to the Participant;

         (b)      the date the Participant receiving the Stock Option becomes an
                  employee of the Employer, to the extent employment status is a
                  condition of the grant or a requirement of the Code or the
                  Act; or

         (c)      such other date (later than the dates described in (a) and (b)
                  above) as the Committee may designate.

2.15     "Participant" means an Eligible Participant to whom an Award has been
         granted and who has entered into an Agreement evidencing the Award.

2.16     "Plan" means the Mobile Reach International, Inc. 2003 Equity
         Compensation Plan, as amended from time to time.

2.17     "Public Offering" means any underwritten public offering by the Company
         of its equity securities pursuant to an effective registration
         statement filed under the Securities Act of 1933, including the
         Company's initial public offering.

2.18     "Restricted Stock" means an Award of Stock under Article VII of the
         Plan, which Stock is issued with such restriction(s) as the Committee,
         in its sole discretion, may impose, including without limitation, any
         restriction on the right to sell, transfer, pledge or assign

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         such Stock, to vote such Stock, and/or to receive any cash dividends
         with respect to such Stock, which restrictions may lapse separately or
         in combination at such time or times, in installments or otherwise, as
         the Committee may deem appropriate.

2.19     "Restriction Period" means the period commencing on the date an Award
         of Restricted Stock is granted and ending on such date as the Committee
         shall determine.

2.20     "Retirement" means retirement from active employment with the Employer,
         as determined by the Committee.

2.21     "Stock" means shares of common stock of the Company as may be adjusted
         pursuant to the provisions of Section 3.10.

2.22     "Stock Award" means an Award of Stock granted as payment of
         compensation, as provided in Article VIII of the Plan.

2.23     "Stock Option" means an Incentive Stock Option granted under Article IV
         or a Nonqualified Stock Option granted under Article V herein. A Stock
         Option granted under the Plan shall be designated as either an
         Incentive Stock Option or a Nonqualified Stock Option and, in the
         absence of such designation, shall be treated as a Nonqualified Stock
         Option.

2.24     "Termination of Service" means, with respect to a Participant, the
         discontinuance of the Participant's service relationship with the
         Employer, including but not limited to service as an employee of the
         Employer, as a non-employee member of the board of directors of any
         entity constituting the Employer, as an independent contractor
         performing services for the Employer, or as a consultant to the
         Employer. Except to the extent provided otherwise in an Agreement or
         determined otherwise by the Committee, a Termination of Service shall
         not be deemed to have occurred if the capacity in which the Participant
         provides service to the Employer changes (for example, a change from
         consultant status to employee status) or if the Participant transfers
         among the various entities constituting the Employer, so long as there
         is no interruption in the provision of service by the Participant to
         the Employer. The determination of whether a Participant has incurred a
         Termination of Service shall be made by the Committee in its
         discretion. A Participant shall not be deemed to have incurred a
         Termination of Service if the Participant is on military leave, sick
         leave, or other bona fide leave of absence approved by the Employer of
         90 days or fewer (or any longer period during which the Participant is
         guaranteed reemployment by statute or contract.) In the event a
         Participant's leave of absence exceeds this period, he will be deemed
         to have incurred a Termination of Service on the day following the
         expiration date of such period. Notwithstanding the foregoing, the
         determination of whether a Termination of Service has occurred with
         respect to an Incentive Stock Option shall be made consistent with Code
         section 422.

                          ARTICLE III - ADMINISTRATION

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3.1      This Plan shall be administered by the Committee. The Committee, in its
         discretion, may delegate to one or more of its members such of its
         powers as it deems appropriate. The Committee also may limit the power
         of any member to the extent necessary to comply with rule 16b-3 under
         the Act, Code section 162(m) or any other law or for any other purpose.
         The Board may appoint originally, and as vacancies occur, the members
         of the Committee who shall serve at the pleasure of the Board. The
         Board may serve as the Committee if by the terms of the Plan all Board
         members are otherwise eligible to serve on the Committee. To the extent
         that a Committee has not otherwise been appointed, references to the
         "Committee" herein shall mean the Board.

3.2      The Committee shall meet at such times and places as it determines. A
         majority of its members shall constitute a quorum, and the decision of
         a majority of those present at any meeting at which a quorum is present
         shall constitute the decision of the Committee. A memorandum signed by
         all of its members shall constitute the decision of the Committee
         without necessity, in such event, for holding an actual meeting.

3.3      The Committee shall have the exclusive right to interpret, construe and
         administer the Plan, to select the persons who are eligible to receive
         an Award, and to act in all matters pertaining to the granting of an
         Award and the contents of the Agreement evidencing the Award, including
         without limitation, the determination of the number of Stock Options or
         shares of Stock subject to an Award and the form, terms, conditions and
         duration of each Award, and any amendment thereof consistent with the
         provisions of the Plan. All acts, determinations and decisions of the
         Committee made or taken pursuant to grants of authority under the Plan
         or with respect to any questions arising in connection with the
         administration and interpretation of the Plan, including the
         severability of any and all of the provisions thereof, shall be
         conclusive, final and binding upon all Participants, Eligible
         Participants and their estates and beneficiaries.

3.4      The Committee may adopt such rules, regulations and procedures of
         general application for the administration of this Plan, as it deems
         appropriate.

3.5      Subject to adjustment as provided in Section 3.10, the aggregate number
         of shares of Stock which are available for issuance pursuant to Awards
         granted under the Plan shall be nine million (9,000,000) shares. Such
         shares of Stock shall be made available from authorized and unissued
         shares of Stock. If, for any reason, any shares of Stock awarded or
         subject to purchase under the Plan are not delivered or purchased, or
         are reacquired by the Company, for reasons including, but not limited
         to, a forfeiture of Restricted Stock or termination, expiration or
         cancellation of a Stock Option, such shares of Stock shall not be
         charged against the aggregate number of shares of Stock available for
         issuance pursuant to Awards granted under the Plan and shall again be
         available for issuance pursuant to Awards granted under the Plan. If
         the exercise price and/or withholding obligation under a Stock Option
         is satisfied by tendering shares of Stock to the Company (either by
         actual delivery or attestation), only the number of shares of Stock
         issued net of the share of Stock so tendered shall be deemed delivered
         for purposes of determining the maximum number of shares of Stock
         available for issuance under the Plan.

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3.6      Each Award granted under the Plan shall be evidenced by a written
         Agreement. Each Agreement shall be subject to and incorporate, by
         reference or otherwise, the applicable terms and conditions of the
         Plan, and any other terms and conditions, not inconsistent with the
         Plan, as may be imposed by the Committee.

3.7      The Company shall not be required to issue or deliver any certificates
         for shares of Stock prior to:

         (a)      the listing of such shares on any stock exchange or national
                  quotation system on which the Stock may then be listed; and

         (b)      the completion of any registration or qualification of such
                  shares of Stock under any federal or state law, or any ruling
                  or regulation of any government body which the Company shall,
                  in its discretion, determine to be necessary or advisable.

3.8      All certificates for shares of Stock delivered under the Plan shall
         also be subject to such stop-transfer orders and other restrictions as
         the Committee may deem advisable under the rules, regulations, and
         other requirements of the Securities and Exchange Commission, any stock
         exchange or national quotation system upon which the Stock is then
         listed and any applicable federal or state laws, and the Committee may
         cause a legend or legends to be placed on any such certificates to make
         appropriate reference to such restrictions. In making such
         determination, the Committee may rely upon an opinion of counsel for
         the Company.

3.9      Subject to the restrictions on Restricted Stock, as provided in Article
         VII of the Plan and in the Restricted Stock Agreement, each Participant
         who receives an Award of Restricted Stock shall have all of the rights
         of a stockholder with respect to such shares of Stock, including the
         right to vote the shares to the extent, if any, such shares possess
         voting rights and receive dividends and other distributions. Except as
         provided otherwise in the Plan or in an Agreement, no Participant
         awarded a Stock Option shall have any right as a stockholder with
         respect to any shares of Stock covered by his or her Stock Option prior
         to the date of issuance to him or her of a certificate or certificates
         for such shares of Stock.

3.10     If any reorganization, recapitalization, reclassification, stock split,
         stock dividend, or consolidation of shares of Stock, merger or
         consolidation or separation, including a spin-off, of the Company or
         sale or other disposition by the Company of all or a portion of its
         assets, any other change in the Company's corporate structure, or any
         distribution to stockholders other than a cash dividend results in the
         outstanding shares of Stock, or any securities exchanged therefor or
         received in their place, being exchanged for a different number or
         class of shares of Stock or other securities of the Company, or for
         shares of Stock or other securities of any other corporation; or new,
         different or additional shares or other securities of the Company or of
         any other corporation being received by the holders of outstanding
         shares of Stock, then the Committee shall make equitable adjustments
         in:

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         (a)      the limitation on the aggregate number of shares of Stock that
                  may be awarded as set forth in Section 3.5 of the Plan;

         (b)      the number of shares and class of Stock that may be subject to
                  an Award, and which have not been issued or transferred under
                  an outstanding Award;

         (c)      the purchase price to be paid per share of Stock under
                  outstanding Stock Options; and

         (d)      the terms, conditions or restrictions of any Award and
                  Agreement, including the price payable for the acquisition of
                  Stock;

         provided, however, that all adjustments made as the result of the
         foregoing in respect of each Incentive Stock Option shall be made so
         that such Stock Option shall continue to be an incentive stock option
         within the meaning of Code section 422, unless the Committee takes
         affirmative action to treat such Stock Option instead as a Nonqualified
         Stock Option.

3.11     In addition to such other rights of indemnification as they may have as
         directors or as members of the Committee, the members of the Committee
         shall be indemnified by the Company against reasonable expenses,
         including attorney's fees, actually and necessarily incurred in
         connection with the defense of any action, suit or proceeding, or in
         connection with any appeal therein, to which they or any of them may be
         a party by reason of any action taken or failure to act under or in
         connection with the Plan or any Award granted thereunder, and against
         all amounts paid by them in settlement thereof, provided such
         settlement is approved by independent legal counsel selected by the
         Company, or paid by them in satisfaction of a judgment or settlement in
         any such action, suit or proceeding, except as to matters as to which
         the Committee member has been negligent or engaged in misconduct in the
         performance of his duties; provided, that within 60 days after
         institution of any such action, suit or proceeding, a Committee member
         shall in writing offer the Company the opportunity, at its own expense,
         to handle and defend the same.

3.12     The Committee may require each person purchasing shares of Stock
         pursuant to a Stock Option or other Award under the Plan to represent
         to and agree with the Company in writing that he is acquiring the
         shares of Stock without a view to distribution thereof and/or that he
         has met such other requirements as the Committee determines may be
         applicable to such purchase. The certificates for such shares of Stock
         may include any legend which the Committee deems appropriate to reflect
         any restrictions on transfer.

3.13     The Committee shall be authorized to make adjustments in performance
         based criteria or in the other terms and conditions of Awards in
         recognition of unusual or nonrecurring events affecting the Company or
         its financial statements or changes in applicable laws, regulations or
         accounting principles. The Committee may correct any defect, supply any
         omission or reconcile any inconsistency in the Plan or any Agreement in
         the manner and

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         to the extent it shall deem desirable to carry it into effect. In the
         event the Company shall assume outstanding employee benefit awards or
         the right or obligation to make such awards in the future in connection
         with the acquisition of another corporation or business entity, the
         Committee may, in its discretion, make such adjustments in the terms of
         Awards under the Plan as it shall deem appropriate to assume the
         outstanding awards, rights and obligations.

3.14     All outstanding Awards to any Participant may be canceled if:

         (a)      the Participant, without the consent of the Committee, while
                  employed by the Employer or after termination of such
                  employment, becomes associated with, employed by, renders
                  services to, or owns any interest in, other than any
                  insubstantial interest, as determined by the Committee, any
                  business that is in competition with the Employer or with any
                  business in which the Employer has a substantial interest or
                  that has a substantial interest in the Employer, as determined
                  by the Committee; or

         (b)      the Participant is terminated for cause as determined by the
                  Committee.

3.15     If the Company provides Participant with written notice that the
         Company is or intends to conduct any Public Offering, a Participant
         shall not sell, make any short sale of, loan, hypothecate, pledge,
         grant any option for the purchase of, or otherwise dispose or transfer
         for value or otherwise agree to engage in any of the foregoing
         transactions with respect to, any Stock acquired under the Plan without
         the prior written consent of the Company or its underwriters. Such
         restriction (the "Market Stand-Off") shall be in effect for such period
         of time before and after the effective date of the final prospectus for
         the Public Offering as may be requested by the Company or such
         underwriters. In no event, however, shall such period exceed the period
         for which securities owned by the Chief Executive Officer of the
         Company are subject to the same restrictions. Any new, substituted or
         additional securities that are by reason of any recapitalization or
         reorganization distributed with respect to Stock acquired under the
         Plan shall be immediately subject to the Market Stand-Off, to the same
         extent the Stock acquired under the Plan is at such time covered by
         such provisions. In order to enforce the Market Stand-Off, the Company
         may impose stop-transfer restrictions with respect to the Stock
         acquired under the Plan until the end of the applicable stand-off
         period.

                      ARTICLE IV - INCENTIVE STOCK OPTIONS

4.1      Each provision of this Article IV and of each Incentive Stock Option
         granted under the Plan shall be construed in accordance with the
         provisions of Code section 422, and any provision hereof that cannot be
         so construed shall be disregarded.

4.2      All or any portion of the shares of stock authorized for issuance
         pursuant to Section 3.5 herein shall be available for issuance pursuant
         to Incentive Stock Options granted under the Plan.

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4.3      Incentive Stock Options shall be granted only to Eligible Participants
         who are in the active employment of the Employer, each of whom may be
         granted one or more such Incentive Stock Options for a reason related
         to his employment at such time or times determined by the Committee
         following the Effective Date through the date which is ten (10) years
         following the Effective Date, subject to the following conditions:

         (a)      The Incentive Stock Option exercise price per share of Stock
                  shall be set in the corresponding Agreement, but shall not be
                  less than 100% of the Fair Market Value of the Stock on the
                  Option Grant Date. However, if the Eligible Participant owns
                  more than 10% of the outstanding Stock (as determined pursuant
                  to Code section 424(d)) on the Option Grant Date, the
                  Incentive Stock Option price per share shall not be less than
                  110% of the Fair Market Value of the Stock on the Option Grant
                  Date.

         (b)      The Incentive Stock Option may be exercised in whole or in
                  part within ten (10) years from the Option Grant Date (five
                  (5) years if the Eligible Participant owns more than 10% of
                  the Stock on the Option Grant Date), or such shorter period as
                  may be specified by the Committee in the Agreement.

         (c)      The Committee may adopt any other terms and conditions which
                  it determines should be imposed for the Incentive Stock Option
                  to qualify under Code section 422, as well as any other terms
                  and conditions not inconsistent with this Article IV as
                  determined by the Committee.

4.4      The Incentive Stock Option Agreement may include any other terms and
         conditions not inconsistent with this Article IV or in Article VI, as
         determined by the Committee.

4.5      To the extent the aggregate Fair Market Value, determined as of the
         Option Grant Date, of the shares of Stock with respect to which
         incentive stock options (determined without regard to this subsection)
         are first exercisable during any calendar year (under this Plan or any
         other plan of the Company and its parent and subsidiary corporations
         (within the meaning of Code sections 424(e) and (f)) by any Participant
         exceeds $100,000, such Incentive Stock Options granted under the Plan
         shall be treated as Nonqualified Stock Options granted under Article V
         to the extent of such excess.

4.6      Any Incentive Stock Option that fails to qualify under Code section 422
         shall be treated as a Nonqualified Stock Option.

4.7      In the event the provisions of the Code or successor statue governing
         Incentive Stock Options are amended to remove any of the restrictions
         or limitations stated in this Article IV or to impose new restrictions
         or limitations governing Incentive Stock Options, then this Article IV
         shall be automatically amended to incorporate such new provisions
         governing Incentive Stock Options to the extent required to cause any
         award that is

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         intended to be an Incentive Stock Option to qualify for such treatment
         under this Code or successor statute.

                     ARTICLE V - NONQUALIFIED STOCK OPTIONS

5.1      Nonqualified Stock Options may be granted to Eligible Participants to
         purchase shares of Stock at such time or times determined by the
         Committee, subject to the terms and conditions set forth in this
         Article V.

5.2      The Nonqualified Stock Option exercise price per share of Stock shall
         be established in the Agreement and may be more than, equal to or less
         than 100% of the Fair Market Value at the time of the grant, but may
         not be less than par value of the Stock.

5.3      A Nonqualified Stock Option may be exercised in full or in part from
         time to time within such period as may be specified by the Committee in
         the corresponding Agreement; provided, that, in any event, the
         Nonqualified Stock Option shall lapse and cease to be exercisable upon
         a Termination of Service or within such period following a Termination
         of Service as shall have been specified in the Nonqualified Stock
         Option Agreement; provided, that such period following a Termination of
         Service shall in no event extend the original exercise period of the
         Nonqualified Stock Option.

5.4      The Nonqualified Stock Option Agreement may include any other terms and
         conditions not inconsistent with this Article V or in Article VI, as
         determined by the Committee.

                    ARTICLE VI - INCIDENTS OF STOCK OPTIONS

6.1      Each Stock Option shall be granted subject to such terms and
         conditions, if any, not inconsistent with this Plan, as shall be
         determined by the Committee, including any provisions as to continued
         employment as consideration for the grant or exercise of such Stock
         Option and any provisions that may be advisable to comply with
         applicable laws, regulations or rulings of any governmental authority.

6.2      Except as provided below, a Stock Option shall not be transferable by
         the Participant other than by will or by the laws of descent and
         distribution or, to the extent otherwise allowed by applicable law,
         pursuant to a qualified domestic relations order as defined by the Code
         or the Employee Retirement Income Security Act of 1974, as amended, or
         the rules thereunder, and shall be exercisable during the lifetime of
         the Participant only by him or in the event of his death or Disability,
         by his guardian or legal representative. However, a Nonqualified Stock
         Option may be transferred and exercised by the transferee to the extent
         permitted by the Committee and to the extent determined by the
         Committee to be consistent with securities and other applicable laws,
         rules and regulations and with Company policy.

6.3      Shares of Stock purchased upon exercise of a Stock Option shall be paid
         for at the time of exercise (or, in case of an exercise pursuant to a
         cashless exercise mechanism described

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         below, as soon as practicable after such exercise) in cash or by
         tendering (either by actual delivery or by attestation) shares of Stock
         held by the Participant for the requisite period necessary to avoid a
         charge to the Company's earnings for financial reporting purposes, as
         determined by the Committee in its discretion, and valued as of the
         exercise date or in any combination thereof in such amounts, at such
         times and upon such terms as shall be determined by the Committee,
         subject to limitations set forth in the corresponding Stock Option
         Agreement. The Committee may establish a cashless exercise mechanism by
         which a Participant may pay the exercise price under a Stock Option by
         irrevocably authorizing a third party to sell shares of Stock (or a
         sufficient portion of the shares) acquired upon exercise of the Stock
         Option and remit to the Company a sufficient portion of the sales
         proceeds to pay the entire exercise price and/or any tax withholding
         resulting from such exercise.

6.4      If a Stock Option Agreement so provides, the Committee may require that
         all or part of the shares of Stock to be issued upon the exercise of a
         Stock Option shall take the form of Restricted Stock, which shall be
         valued on the date of exercise, as determined by the Committee, on the
         basis of Fair Market Value of such Restricted Stock determined without
         regard to the forfeiture restrictions involved.

6.5      No cash dividends shall be paid on shares of Stock subject to
         unexercised Stock Options. The Committee may provide, however, that a
         Participant to whom a Stock Option has been granted which is
         exercisable in whole or in part at a future time for shares of Stock
         shall be entitled to receive an amount per share equal in value to the
         cash dividends, if any, paid per share on issued and outstanding Stock,
         as of the dividend record dates occurring during the period between the
         date of the grant and the time each such share of Stock is delivered
         pursuant to exercise of such Stock Option. Such amounts (herein called
         "dividend equivalents") may, in the discretion of the Committee, be:

         (a)      paid in cash or Stock either from time to time prior to, or at
                  the time of the delivery of, such Stock, or upon expiration of
                  the Stock Option if it shall not have been fully exercised; or

         (b)      converted into contingently credited shares of Stock, with
                  respect to which dividend equivalents may accrue, in such
                  manner, at such value, and deliverable at such time or times,
                  as may be determined by the Committee.

         Such Stock, whether delivered or contingently credited, shall be
         charged against the limitations set forth in Plan Section 3.5.

6.6      The Committee, in its sole discretion, may authorize payment of
         interest equivalents on dividend equivalents which are payable in cash
         at a future time.

6.7      If a Participant is required to pay to the Employer an amount with
         respect to income and employment tax withholding obligations in
         connection with exercise of a Stock Option, and/or with respect to
         certain dispositions of Stock acquired upon the exercise of an

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<PAGE>

         Incentive Stock Option, the Committee, in its discretion and subject to
         such rules as it may adopt, may permit the Participant to satisfy the
         obligation, in whole or in part, by surrendering shares of Stock which
         the Participant already owns or by making an irrevocable election that,
         in lieu of the issuance of Stock, a portion of the total Fair Market
         Value of the shares of Stock subject to the Stock Option and/or with
         respect to certain dispositions of Stock acquired upon the exercise of
         an Incentive Stock Option, be surrendered for cash and that such cash
         payment be applied to the satisfaction of the withholding obligations.
         The amount to be withheld shall not exceed the statutory minimum
         federal and state income and employment tax liability arising from the
         Stock Option exercise transaction.

6.8      The Committee may permit the voluntary surrender of all or a portion of
         any Stock Option granted under the Plan to be conditioned upon the
         granting to the Participant of a new Stock Option for the same or a
         different number of shares of Stock as the Stock Option surrendered, or
         may require such surrender as a condition precedent to a grant of a new
         Stock Option to such Participant. Subject to the provisions of the
         Plan, such new Stock Option shall be exercisable at such price, during
         such period and on such other terms and conditions as are specified by
         the Committee at the time the new Stock Option is granted. Upon
         surrender, the Stock Options surrendered shall be canceled and the
         shares of Stock previously subject to them shall be available for the
         grant of other Stock Options.

6.9      The Committee may provide in any Stock Option Agreement entered into
         pursuant to the Plan, or by separate agreement, that if a Participant
         makes payment upon the exercise of any Stock Option granted under this
         Plan in whole or in part through the surrender of shares of Stock, such
         Participant shall automatically receive a new Stock Option for the
         number of shares of Stock so surrendered by him at a price equal to the
         Fair Market Value of the shares of Stock at the time of surrender,
         exercisable on the same basis and having the same terms as the
         underlying Stock Option or on such other basis as the Committee shall
         determine and provide in the Stock Option Agreement.

                         ARTICLE VII - RESTRICTED STOCK

7.1      Restricted Stock Awards may be made to Participants as incentives for
         the performance of future services that will contribute materially to
         the successful operation of the Employer. Awards of Restricted Stock
         may be made either alone or in addition to or in tandem with other
         Awards granted under the Plan.

7.2      With respect to Awards of Restricted Stock, the Committee shall:

         (a)      determine the purchase price, if any, to be paid for such
                  Restricted Stock, which may be more than, equal to or less
                  than par value and may be zero, subject to such minimum
                  consideration as may be required by applicable law;

         (b)      determine the length of the Restriction Period;

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<PAGE>

         (c)      determine any restrictions applicable to the Restricted Stock
                  such as service or performance;

         (d)      determine if the restrictions shall lapse as to all shares of
                  Restricted Stock at the end of the Restriction Period or as to
                  a portion of the shares of Restricted Stock in installments
                  during the Restriction Period; and

         (e)      determine if dividends and other distributions on the
                  Restricted Stock are to be paid currently to the Participant
                  or paid to the Company for the account of the Participant.

7.3      Awards of Restricted Stock must be accepted within a period of 60 days,
         or such other period as the Committee may specify, by executing a
         Restricted Stock Agreement and paying whatever price, if any, is
         required. The prospective recipient of a Restricted Stock Award shall
         not have any rights with respect to such Award, unless such recipient
         has executed a Restricted Stock Agreement, has delivered a fully
         executed copy thereof to the Committee, and has otherwise complied with
         the applicable terms and conditions of such Award.

7.4      Except when the Committee determines otherwise, or as otherwise
         provided in the Restricted Stock Agreement, if a Participant terminates
         employment with the Employer for any reason before the expiration of
         the Restriction Period, all shares of Restricted Stock still subject to
         restriction shall be forfeited by the Participant and shall be
         reacquired by the Company.

7.5      Except as otherwise provided in this Article VII, or as otherwise
         provided in the Restricted Stock Agreement, no shares of Restricted
         Stock received by a Participant shall be sold, exchanged, transferred,
         pledged, hypothecated or otherwise disposed of during the Restriction
         Period.

7.6      To the extent not otherwise provided in a Restricted Stock Agreement,
         in cases of death, Disability or Retirement or in cases of special
         circumstances, the Committee may in its discretion elect to waive any
         or all remaining restrictions with respect to such Participant's
         Restricted Stock.

7.7      In the event of hardship or other special circumstances of a
         Participant whose employment with the Employer is involuntarily
         terminated, the Committee may in its discretion elect to waive in whole
         or in part any or all remaining restrictions with respect to any or all
         of the Participant's Restricted Stock, based on such factors and
         criteria as the Committee may deem appropriate.

7.8      Upon an Award of Restricted Stock to a Participant, one or more stock
         certificates representing the shares of Restricted Stock shall be
         registered in the Participant's name. Such certificates may either:

                                       13

<PAGE>

         (a)      be held in custody by the Company until the Restriction Period
                  expires or until restrictions thereon otherwise lapse, and the
                  Participant shall deliver to the Company one or more stock
                  powers endorsed in blank relating to the Restricted Stock;
                  and/or

         (b)      be issued to the Participant and registered in the name of the
                  Participant, and shall bear an appropriate restrictive legend
                  and shall be subject to appropriate stop-transfer orders.

7.9      Except as provided in this Article VII or in the applicable Restricted
         Stock Agreement, a Participant receiving a Restricted Stock Award shall
         have, with respect to such Restricted Stock Award, all of the rights of
         a stockholder of the Company, including the right to vote the shares to
         the extent, if any, such shares possess voting rights and the right to
         receive any dividends; provided, however, the Committee may require
         that any dividends on such shares of Restricted Stock shall be
         automatically deferred and reinvested in additional Restricted Stock
         subject to the same restrictions as the underlying Award, or may
         require that dividends and other distributions on Restricted Stock
         shall be paid to the Company for the account of the Participant. The
         Committee shall determine whether interest shall be paid on such
         amounts, the rate of any such interest, and the other terms applicable
         to such amounts.

7.10     If and when the Restriction Period expires without a prior forfeiture
         of the Restricted Stock subject to such Restriction Period,
         unrestricted certificates for such shares shall be delivered to the
         Participant; provided, however, that the Committee may cause such
         legend or legends to be placed on any such certificates as it may deem
         advisable under the rules, regulations and other requirements of the
         Securities and Exchange Commission and any applicable federal or state
         law.

7.11     In order to better ensure that Award payments actually reflect the
         performance of the Company and the service of the Participant, the
         Committee may provide, in its sole discretion, for a tandem
         performance-based or other Award designed to guarantee a minimum value,
         payable in cash or Stock to the recipient of a Restricted Stock Award,
         subject to such performance, future service, deferral and other terms
         and conditions as may be specified by the Committee.

                           ARTICLE VIII - STOCK AWARDS

8.1      A Stock Award shall be granted only in payment of compensation that has
         been earned or as compensation to be earned, including without
         limitation, compensation awarded concurrently with or prior to the
         grant of the Stock Award.

8.2      For the purposes of this Plan, in determining the value of a Stock
         Award, all shares of Stock subject to such Stock Award shall be valued
         at not less than 100% of the Fair Market Value of such shares of Stock
         on the date such Stock Award is granted, regardless

                                       14

<PAGE>

         of whether or when such shares of Stock are issued or transferred to
         the Participant and whether or not such shares of Stock are subject to
         restrictions which affect their value.

8.3      Shares of Stock subject to a Stock Award may be issued or transferred
         to the Participant at the time the Stock Award is granted, or at any
         time subsequent thereto, or in installments from time to time, as the
         Committee shall determine. If any such issuance or transfer shall not
         be made to the Participant at the time the Stock Award is granted, the
         Committee may provide for payment to such Participant, either in cash
         or shares of Stock, from time to time or at the time or times such
         shares of Stock shall be issued or transferred to such Participant, of
         amounts not exceeding the dividends which would have been payable to
         such Participant in respect of such shares of Stock, as adjusted under
         Section 3.10, if such shares of Stock had been issued or transferred to
         such Participant at the time such Stock Award was granted.

8.4      A Stock Award shall be subject to such terms and conditions, including
         without limitation, restrictions on the sale or other disposition of
         the Stock Award or of the shares of Stock issued or transferred
         pursuant to such Stock Award, as the Committee shall determine;
         provided, however, that upon the issuance or transfer of shares
         pursuant to a Stock Award, the Participant, with respect to such shares
         of Stock, shall be and become a stockholder of the Company fully
         entitled to receive dividends, to vote to the extent, if any, such
         shares possess voting rights and to exercise all other rights of a
         stockholder except to the extent otherwise provided in the Stock Award.
         Each Stock Award shall be evidenced by a written Agreement in such form
         as the Committee shall determine.

                     ARTICLE IX - AMENDMENT AND TERMINATION

9.1      The Board, at any time and from time to time, may amend or terminate
         the Plan. To the extent required by Code section 422 and/or the rules
         of the exchange upon which the Stock is traded, no amendment, without
         approval by the Company's stockholders, shall:

         (a)      alter the group of persons eligible to participate in the
                  Plan;

         (b)      except as provided in Plan Section 3.10, increase the maximum
                  number of shares of Stock which are available for issuance
                  pursuant to Awards granted under the Plan;

         (c)      extend the period during which Incentive Stock Options may be
                  granted beyond the date which is ten (10) years following the
                  Effective Date;

         (d)      limit or restrict the powers of the Committee with respect to
                  the administration of this Plan;

         (e)      change the definition of an Eligible Participant for the
                  purpose of an Incentive Stock Option or increase the limit or
                  the value of shares of Stock for which an Eligible Participant
                  may be granted an Incentive Stock Option;

                                       15

<PAGE>

         (f)      materially increase the benefits accruing to Participants
                  under this Plan; or

         (g)      change any of the provisions of this Article IX.

9.2      The Committee shall be entitled to create, amend or delete appendices
         to this Plan as specified herein.

9.3      No amendment to or discontinuance of this Plan or any provision thereof
         by the Board or the stockholders of the Company shall, without the
         written consent of the Participant, adversely affect, as shall be
         determined by the Committee, any Award previously granted to such
         Participant under this Plan; provided, however, the Committee retains
         the right and power to treat any outstanding Incentive Stock Option as
         a Nonqualified Stock Option as provided herein.

9.4      Notwithstanding anything herein to the contrary, if the right to
         receive or benefit from any Award, either alone or together with
         payments that a Participant has the right to receive from the Employer,
         would constitute a "parachute payment" under Code section 280G, all
         such payments may be reduced, in the discretion of the Committee, to
         the largest amount that will avoid an excise tax to the Participant
         under Code section 280G.

                      ARTICLE X - MISCELLANEOUS PROVISIONS

10.1     Nothing in the Plan or any Award granted under the Plan shall confer
         upon any Participant any right to continue in the employ of the
         Employer, or to serve as a director or consultant thereof, or interfere
         in any way with the right of the Employer to terminate his or her
         employment or relationship at any time. Unless otherwise agreed to by
         the Board, no Award granted under the Plan shall be deemed salary or
         compensation for the purpose of computing benefits under any employee
         benefit plan or other arrangement of the Employer for the benefit of
         its employees unless the Employer shall determine otherwise. No
         Participant shall have any claim to an Award until it is actually
         granted under the Plan. To the extent that any person acquires a right
         to receive payments from the Company under the Plan, such right shall,
         except as otherwise provided by the Committee, be no greater than the
         right of an unsecured general creditor of the Company. All payments to
         be made under the Plan shall be paid from the general funds of the
         Company, and no special or separate fund shall be established and no
         segregation of assets shall be made to assure payment of such amounts,
         except as provided in Article VII with respect to Restricted Stock and
         except as otherwise provided by the Committee.

10.2     The Committee or the Company may make such provisions and take such
         steps as it may deem necessary or appropriate for the withholding of
         any taxes which the Employer is required by any law or regulation of
         any governmental authority, whether federal, state or local, domestic
         or foreign, to withhold in connection with any Award or the exercise
         thereof, including, but not limited to, withholding the payment of all
         or any portion of such Award or another Award under this Plan until the
         Participant reimburses the

                                       16

<PAGE>

         Employer for the amount the Employer is required to withhold with
         respect to such taxes, or canceling any portion of such Award or
         another Award under this Plan in an amount sufficient to reimburse
         itself for the amount it is required to so withhold, or selling any
         property contingently credited by the Employer for the purpose of
         paying such Award or another Award under this Plan, in order to
         withhold or reimburse itself for the amount it is required to so
         withhold. The amount withheld shall not exceed the statutory minimum
         federal and state income and employment tax liability arising from the
         exercise transaction.

10.3     The Plan and the grant of Awards shall be subject to all applicable
         federal and state laws, rules, and regulations and to such approvals by
         any United States government or regulatory agency as may be required.

10.4     The terms of the Plan shall be binding upon the Employer, and its
         successors and assigns.

10.5     The Plan is intended to constitute an "unfunded" plan for incentive and
         deferred compensation. With respect to any payments not yet made to a
         Participant by the Company, nothing contained herein shall give any
         such Participant any rights that are greater than those of a general
         creditor of the Company. In its sole discretion, the Committee may
         authorize the creation of trusts or other arrangements to meet the
         obligations created under the Plan to deliver shares of Stock or
         payments in lieu of or with respect to Awards under the Plan; provided,
         however, that, unless the Committee otherwise determines with the
         consent of the affected Participant, the existence of such trusts or
         other arrangements is consistent with the "unfunded" status of the
         Plan.

10.6     Each Participant exercising an Award under the Plan agrees to give the
         Committee prompt written notice of any election made by such
         Participant under Code section 83(b), or any similar provision thereof.

10.7     If any provision of this Plan or an Agreement is or becomes or is
         deemed invalid, illegal or unenforceable in any jurisdiction, or would
         disqualify the Plan or any Agreement under any law deemed applicable by
         the Committee, such provision shall be construed or deemed amended to
         conform to applicable laws or if it cannot be construed or deemed
         amended without, in the determination of the Committee, materially
         altering the intent of the Plan or the Agreement, it shall be stricken
         and the remainder of the Plan or the Agreement shall remain in full
         force and effect.

10.8     The Committee may incorporate additional or alternative provisions for
         this Plan with respect to residents of one or more individual states to
         the extent necessary or desirable under state securities laws. Such
         provisions shall be set out in one or more appendices hereto which may
         be amended or deleted by the Committee from time to time.

                                       17

<PAGE>

         IN WITNESS WHEREOF, this document is executed effective as of the date
specified above.

                                           MOBILE REACH INTERNATIONAL, INC.
(CORPORATE SEAL)
                                           By: /S/ Joseph Camillo
                                               ---------------------------------
                                               Joseph Camillo, President

ATTEST:
/S/ Pamela Wilkinson
---------------------------
Pamela Wilkinson, Secretary

                                       18


</TEXT>
</DOCUMENT>
