URECOATS INDUSTRIES INC.
2000 STOCK PURCHASE AND OPTION PLAN
(effective July 1, 2000)
SECTION I PURPOSE
URECOATS INDUSTRIES INC. (the "Company"), desires to afford certain of its key employees, officers, and
consultants, who are responsible for the continued growth of the Company, an opportunity to acquire a
proprietary interest in the Company, and, thus, to create in such individuals a greater concern for the welfare of
the Company and its subsidiaries. The Company, by means of this 2000 Stock Purchase and Option Plan, seeks
to retain the services of persons now holding key positions and to secure the services of persons capable of filling
such positions. The Options offered herein are a matter of separate inducement and are not in lieu of any salary or
other compensation for the services of any key employee or consultant. The Options granted hereunder are
intended to be either Incentive Stock Options or Non-Qualified Stock Options.
SECTION II DEFINITIONS
The terms, as used in this 2000 Plan, shall have the meanings provide below:
(a) Administrator. The Board of Directors of the Company, or a committee established by the Board, designated
to administer the 2000 Plan, which shall consist of not less than two (2) Non-Employee Directors satisfying the
requirements of Rule 16b-3.
(b) Affiliate. Any entity that, directly or indirectly through one or more intermediaries, is controlled by the
Company and any entity in which the Company has a significant equity interest.
(c) Code. The Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.
(d) Company. Urecoats Industries Inc., a Delaware corporation.
(e) Eligible Person. Any employee, officer or consultant providing services to the Company or any Affiliate who
the Administrator determines to be an Eligible Person. A director of the Company who is not also an employee of
the Company or an Affiliate shall be an Eligible Person.
(f) Exchange Act. The Securities Exchange Act of 1934, as amen