LMC CAPITAL CORP.
2001 STOCK INCENTIVE PLAN
1. GENERAL PROVISIONS
1.1 Establishment and Purpose of Plan.
LMC Capital Corp., a Nevada corporation (the "Company") and its Subsidiaries which it may have from time to
time (Company and such Subsidiaries are referred to herein as the "Company") hereby establishes a stock
incentive plan to be known as the "LMC Capital Corp. 2001 Stock Incentive Plan" (hereinafter referred to as the
"Plan"), as set forth in this document. The Plan is intended to allow designated officers and employees (all of
whom are sometimes collectively referred to herein as "Employees") of to receive certain options ("Stock
Options") to purchase the Company's common stock , $0.001 par value ("Common Stock"), and to receive
grants of Common Stock subject to certain restrictions ("Awards"). As used in this Plan, the term "Subsidiary"
shall mean each corporation which is a "subsidiary corporation" of the Company within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended ("Code"). The purpose of this Plan is to provide
Employees with equity-based compensation incentives to make significant and extraordinary contributions to the
long-term performance and growth of the Company, and to attract and retain Employees of exceptional ability.
Subject to approval by the Company's stockholders, the Plan shall become effective as of October 1, 2001 (the
"Effective Date") and shall remain in effect as provided in Section 1.3 hereof.
1.2.1 The Plan shall be administered by the Board of Directors or by a Compensation Committee ("Committee")
of, or appointed by, the Board of Directors of the Company ("Board"). Each member of the Committee shall be
a "disinterested person" as that term in defined in Rule 16b-3 promulgated by the Securities Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"),
but no action of the Committee shall be invalid if this requirement is not met.