Attached files

                       OMAGINE, INC.
                  2003 STOCK OPTION PLAN

1. PURPOSE OF PLAN. The purpose of the Omagine, Inc. 2003 Stock
Option Plan (the "Plan") is to attract, retain and motivate
employees, directors, consultants and other professional
advisors (collectively the "Recipients") of Omagine, Inc., a
Delaware corporation ("Omagine") and its subsidiaries
(hereinafter collectively, the "Company") by giving such
Recipients the opportunity to acquire stock ownership in Omagine
through the issuance of options (the "Options") to purchase
shares of Omagine's $0.001 par value common stock (the "Common
Stock").

2. EFFECTIVE DATE AND TERM OF PLAN. The Effective Date of the
Plan shall be September 1, 2003, subject to the approval of the
Plan by Omagine's shareholders within 12 months of such date.
The Plan shall terminate on August 31, 2013 unless terminated
earlier by the Board of Directors of Omagine (the "Board").

3. DEFINITIONS. With respect to the interpretation of or use in
this Plan, the following terms shall have the meanings assigned
to them:

(i) "Board" means the Board of Directors of Omagine.

(ii) "Cancellation Date" means the date on which non-vested
Options are cancelled by Omagine and become null and void as if
they were never issued.

(iii) "Cause" means (A) the conviction of a felony involving
moral turpitude; or (B) gross neglect or willful gross
misconduct resulting in serious economic harm to the Company,
Omagine or the Subsidiaries.

(iv) "Code" means the United States Internal Revenue Code of
1986, as amended from time to time, and any successor statute.
(v) "Common Stock" means the $0.001 par value per share common
stock of Omagine.

(vi) "Company" means Omagine and its Subsidiaries.

(vii) "Disability" or "Disabled" mean disability or disabled as
defined in the Recipient's then effective employment agreement,
or if Recipient is not then a party to an effective employment

                             (1)

agreement with the Company which defines disability or disabled,
"Disability" or "Disabled" means disability or disabled as
determined by the Plan Committee in accordance with standards
and procedures similar to those under the Company's long-term
disability plan, if any. Subject to the first sentence hereof,
if at any time the Company does not maintain a long-term
disability plan, "Disability" or "Disabled" shall mean any
physical or mental disability that is determined to be total and
permanent by a physician selected in good faith by Omagine.

(viii) "Disability Date" shall mean the date as determined by
the Plan Committee in accordance with the definitions in (vii)
above.

(ix) "Effective Date" shall mean September 1, 2003.

(x) "Employee" shall mean an employee (as defined by the Code)
of the Company.

(xi) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, and any successor statute.

(xii) "Fair Market Value" means, as of any date, the value of a
share of Common Stock determined as follows:

(1) If the Common Stock is listed on any established stock
exchange or a national market system, including without
limitation the NASDAQ National Market or The NASDAQ Small Cap
Market of The NASDAQ Stock Market, its Fair Market Value shall
be the closing price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination,
as reported in The Wall Street Journal or such other source as
the Plan Committee deems reliable;
(2) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair
Market Value shall be the mean between the high bid and low
asked prices for the Common Stock on the last market trading day
prior to the date of determination; or
(3) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith
by the Plan Committee.

(xiii) "Grant Date" means the date of grant of any Option or any

                             (2)

later date specified by the Plan Committee.

(xiv) "Incentive Stock Option" means any Option granted pursuant
to the provisions of Section 7 hereof that is intended to be
(and is specifically designated as) an "incentive stock option"
within the meaning of Section 422 of the Code.

(xv) "Non-Qualified Stock Option" means any Option granted
pursuant to the provisions of Section 7 hereof that is not an
Incentive Stock Option.

(xvi) "Option" has the meaning set forth in Section 1 hereof.

(xvii) "Option Agreement" means the written option agreement
covering Options as further defined in Section 16 hereof.

(xviii) "Omagine" means Omagine, Inc., a Delaware corporation.

(xix) "Plan" means the Omagine, Inc. 2003 Stock Option Plan, as
amended from time to time.

(xx) "Plan Committee" means the committee referred to in Section
4 hereof appointed by the Board to administer this Plan.

(xxi) "Preferred Stock" means the $0.001 par value per share
preferred stock of Omagine.

(xxii) "Qualified Domestic Relations Order" has the meaning set
forth in Section 414 of the Code of Title I of the United States
Employee Retirement Income Security Act, or the rules there
under, and any successor statute or rule.

(xxiii) "Recipient" means an Option holder as defined in Section
1 hereof.

(xxiv) "Retirement" means the voluntary retirement by a
Recipient from active employment with the Company on or after
either (i) the attainment of normal retirement age under a
Company-sponsored pension or retirement plan, or (ii) any other
age with the consent of the Board.

(xxv) "SEC" shall mean the United States Securities and Exchange
Commission.


                             (3)

(xxvi) "Securities Act" means the Securities Act of 1933, as
amended from time to time, and any successor statute.

(xxvii) "Shares" means the shares of Common Stock of Omagine.

(xxviii) "Subsidiary" has the meaning set forth in Section 425
of the Code.
(xxix) "Vesting Date" means the date on which an Option becomes
wholly or partially exercisable.


4. ADMINISTRATION. This Plan shall be administered by a Plan
Committee which shall be established by the Board. The Board, in
its sole discretion, shall appoint and remove members of the
Plan Committee. The Plan Committee shall determine the meaning
and application of the provisions of this Plan and shall
establish such rules and regulations as it deems necessary for
the proper administration of this Plan. The Plan Committee's
decisions shall be conclusive and binding upon all interested
parties. Subject to the provisions of this Plan, the Plan
Committee shall have the sole authority to determine:

(a) The Recipients of Options;

(b) The number and type of Options to be granted to each
Recipient;

(c) The Exercise Price of each Option, subject only to the
restriction that the Exercise Price shall not be less than the
Fair Market Value of the Common Stock on the Grant Date;

(d) The period within which each Option shall be exercised and,
with the consent of Omagine, any extensions of such period
(provided, however, that the original exercise period and all
extensions thereof shall not exceed the maximum exercise period
permitted under the Plan);

(e) the terms and conditions of each Option Agreement and any
amendments thereto entered into between Omagine and each
Recipient (provided that Omagine consents in writing to any
amendment to an Option Agreement).

(f) The Plan Committee shall determine all matters relating to
the vesting, exercise and cancellation of Options, including but

                             (4)

not limited to the vesting schedule, the Vesting Date and the
Cancellation Date.


5. ELIGIBILITY. Subject to the terms and conditions of this
Plan, the Plan Committee may, from time to time, designate one
or more Recipients to receive grants of Options under this Plan.
In making its determinations, the Plan Committee shall consider
the nature of the services rendered or to be rendered by such
persons or firms, their past, present and expected future
contributions to the Company, and such other factors as the Plan
Committee, in its sole and absolute discretion, shall determine.


6. SHARES SUBJECT TO PLAN. There shall be reserved for issuance
upon the exercise of Options granted under this Plan two million
five hundred thousand (2,5000,000) Shares. Such Shares may
consist, in whole or in part, of authorized and un-issued Shares
or treasury Shares. To the extent that an Option expires, is
cancelled or is otherwise terminated without being exercised,
the Shares subject to such Option shall again be available for
issuance in connection with future Option grants under this
Plan.


7. GRANT AND TERMS OF OPTIONS.

(a) OPTIONS. Options granted under this Plan may be in the form
of Incentive Stock Options or Non-Qualified Stock Options.
Options may be granted to any Recipient who provides substantial
services to the Company. Each Option granted under the Plan
shall be evidenced by an Option Agreement between the person or
firm to whom such Option is granted and Omagine. Such Option
Agreement shall provide that the Option is subject to the
following terms and conditions and to such other terms and
conditions not inconsistent herewith as the Plan Committee may
deem appropriate in each case:

(1) EXERCISE PRICE. The price to be paid for each Share upon the
exercise of an Option shall be determined by the Plan Committee
on the Grant Date and shall not be less than the Fair Market
Value of a Share of Common Stock on such date.

(2) OPTION TERM. The term within which an Option may be

                             (5)

exercised shall be determined by the Plan Committee on the Grant
Date, but in no event shall an Option be exercisable more than
ten (10) years after the Grant Date.

(3) PAYMENT FOR SHARES. The Exercise Price for Shares purchased
upon exercise of an Option shall be paid in full at the time of
purchase. The Plan Committee may provide that the Exercise Price
be payable at the election of the holder of the Option, with the
consent of the Plan Committee, in whole or in part either in
cash or by delivery of Shares in transferable form, such Shares
to be valued for such purpose at Fair Market Value on the
Exercise Date. No Shares shall be issued until full payment
therefor has been received, and no Recipient shall have any
rights as an owner of Shares until the date of issuance to him
or her of the stock certificate evidencing such Shares.

8. NONTRANSFERABILITY. The Options granted pursuant to this Plan
shall be nontransferable except by will or the laws of descent
and distribution of the state or country of the Recipient's
domicile at the time of death (or with the consent of Omagine at
anytime after the first year following the Grant Date).


9. TERMINATION OF RELATIONSHIP. Upon termination of the
Recipient's employment or other relationship with the Company,
the rights to exercise Options then held by the Recipient shall
be only as follows (in no case do the time periods referred to
below extend the term specified in any Option):

A. DISABILITY. If a Recipient becomes Disabled while employed or
engaged by the Company, Options held by him which would have
become fully vested within ninety (90) calendar days after the
Disability Date become fully vested as of the Disability Date
and, along with any other Options held by him which vested prior
to the Disability Date, may be exercised by him within such
period as shall then remain under the original term of such
Options. The vesting of any remaining Options held by such
Disabled Recipient, or by any transferee or assignee of such
Disabled Recipient, which would have become fully vested after
ninety (90) calendar days after the Disability Date (the "Un-
Vested Options") shall terminate on the Disability Date. The
Disability Date shall be deemed to be the Cancellation Date for
such Un-Vested Options.


                             (6)

B. DEATH. If a Recipient dies while employed or engaged by the
Company, Options held by him which would have become fully
vested within ninety (90) calendar days after the date of death
become fully vested as of the date of death and, along with any
other Options held by him which vested prior to the date of
death, may be exercised by the Recipient's personal
representative or by the person entitled thereto under his will
or the laws of in testate succession within such period after
the date of his death (not to exceed twelve (12) months) as the
Plan Committee shall prescribe in his Option Agreement. The
vesting of any remaining Options held by such deceased
Recipient, or by any transferee or assignee of such deceased
Recipient, which would have become fully vested after ninety
(90) calendar days after the date of death (the "Un-Vested
Options") shall terminate on the date of death. The date of
death shall be deemed to be the Cancellation Date for such Un-
Vested Options.

C. RETIREMENT. Upon the Retirement of a Recipient, Options held
by him will vest and may be exercised by him within such period
as shall then remain under the original terms of the Options.

D. TERMINATION OF RELATIONSHIP FOR CAUSE. If a Recipient ceases
to be employed by, or engaged as a consultant, sales
representative, director or professional advisor of, the Company
for Cause, Options held at the date of such cessation of
employment or engagement (to the extent vested & exercisable at
such date) may be exercised by the Recipient within such period
after such date of his termination (not to exceed seven (7)
days) as the Plan Committee shall prescribe in his Option
Agreement. The vesting of any remaining Options held by such
Recipient, or by any transferee or assignee of such Recipient
(the "Un-Vested Options"), shall terminate concurrently with the
termination of such Recipient's relationship with the Company.
The date of such termination of his relationship with the
Company shall be deemed to be the Cancellation Date for such Un-
Vested Options.

E. TERMINATION OF RELATIONSHIP WITHOUT CAUSE.

(i) If a Recipient ceases to be an Employee or director of the
Company for a reason other than as provided in (a), (b), (c) or
(d) above, Options held by such former Employee or director
which otherwise would have become fully vested within ninety

                             (7)

(90) calendar days after the date of termination of his
relationship with the Company become fully vested as of the date
of termination of his relationship with the Company and, along
with any other Options held by him which vested prior to the
date of termination of his relationship with the Company, may be
exercised, in whole or in part, by him within such period after
the date of  termination of his relationship with the Company
(not to exceed one (1) year) as the Plan Committee shall
prescribe in his Option Agreement.  The vesting of any remaining
Options held by such Recipient, or by any transferee or assignee
of such Recipient, which would have become fully vested after
ninety (90) calendar days after the date of termination of his
relationship with the Company (the "Un-Vested Options") shall
terminate on the date of termination of his relationship with
the Company. The date of termination of his relationship with
the Company shall be deemed to be the Cancellation Date for such
Un-Vested Options.

(ii) If a Recipient ceases to be a consultant, sales
representative or professional advisor of the Company for a
reason other than as provided in (a), (b), or (d) above, all
Options not fully vested at the date of such termination of his
relationship with the Company (the "Un-Vested Options") shall be
cancelled by Omagine and such date of termination of his
relationship with the Company shall be deemed to be the
Cancellation date for such Un-Vested Options. All Options which
are fully vested at the date of such termination may be
exercised, in whole or in part, by him within such period after
the date of such termination (not to exceed one (1) year), as
the Plan Committee shall prescribe in his Option Agreement.



10. CHANGES IN CONTROL.

(a) ADJUSTMENT OF SHARES. In the event of changes in the
outstanding Shares by reason of Common Stock dividends (but not
by reason of Preferred Stock dividends), split-ups,
consolidations, recapitalizations, reorganizations or like
events (as determined by the Plan Committee), an appropriate
adjustment ("Adjustment") shall be made by the Plan Committee in
the number of Shares reserved under the Plan, in the number of
Shares set forth in Section 6 hereof, and in the number of
Shares and the Exercise Price specified in any Option Agreement

                             (8)

with respect to any un-purchased Shares. The determination of
the Plan Committee as to what Adjustment shall be made shall be
conclusive. No Options to purchase fractional Shares shall be
created or issued as a result of any Adjustment. Should the
calculation of any Adjustment result in a fractional number of
Shares being subject to Options held by any Recipient, then such
Options for such fractional Shares will be cancelled and the
number of Shares subject to Options held by such Recipient shall
be reduced to the largest number of whole Shares obtainable by
including all Options then held by such Recipient in the
calculation of the Adjustment. The Plan Committee shall give
prompt notice to all Recipients of any Adjustment pursuant to
this Section.

(b) DISSOLUTION, MERGER, SALE OR LIQUIDATION. In the event of a
dissolution or liquidation of Omagine, a merger or consolidation
in which Omagine is not the surviving corporation or a sale of
over 80% of the assets of Omagine, the Plan Committee, in its
absolute discretion, may cancel each outstanding Option upon
payment in cash to the Recipient of the amount by which any cash
and the fair market value of any other property which the
Recipient would have received as consideration for the Shares
covered by the Options if the Options had been exercised before
such liquidation, dissolution, merger, consolidation or sale
exceeds the Exercise Price of the Options so canceled.

(c) SUCCESSOR CORPORATION. In the event of a merger or
consolidation in which Omagine is not the surviving corporation,
the continuing or surviving corporation may assume Omagine's
obligations under all outstanding Options.


11. NO RIGHT TO EMPLOYMENT. Nothing in this Plan or in any
Option granted hereunder shall confer upon any Recipient any
right to continue in the employ of the Company or to continue to
perform services for the Company, or shall interfere with or
restrict in any way the rights of the Company to discharge or
terminate any officer, director, Employee, consultant, sales
representative or other professional advisor at any time for any
reason whatsoever, with or without Cause.


12. SECURITIES LAW REQUIREMENTS; REGISTRATION AND OTHER LEGAL
COMPLIANCE. No Shares shall be required to be issued nor Options

                             (9)

granted under this Plan unless legal counsel for Omagine shall
be satisfied that such issuance or grant will be in compliance
with all applicable state and/or federal securities laws and
regulations. The Plan Committee may require, as a condition of
any payment or share issuance, that certain agreements,
undertakings, representations, certificates, and/or information,
as the Plan Committee may deem necessary or advisable, be
executed or provided to Omagine to assure compliance with all
such applicable laws and regulations. Certificates for Shares
delivered pursuant to Options under this Plan may bear
restrictive legends and be subject to such stock transfer orders
and such other restrictions as the Plan Committee may deem
advisable under the rules, regulations or other requirements of
the SEC, any stock exchange upon which the Common Stock is then
listed, or any applicable state or federal securities law. In
addition, if, at any time specified herein (or in any Option
Agreement or otherwise) for (a) the granting of any Option, or
the making of any determination, (b) the issuance or other
distribution of Common Stock, or (c) the payment of amounts to
or through a Recipient with respect to any Option, any law,
rule, regulation or other requirement of any governmental
authority or agency shall require either the Company, any
Subsidiary or any Recipient (or any estate, designated
beneficiary or other legal representative thereof) to take any
action in connection with any such grant, determination,
issuance, distribution or payment, then, any such Option to be
granted, any such Shares to be issued or distributed, any such
payment, or the making of any such determination, as the case
may be, shall be deferred until such required action is taken.
With respect to persons subject to Section 16 of the Exchange
Act, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 promulgated under the
Exchange Act.


13. TAX WITHHOLDING. Unless the Plan Committee permits
otherwise, the Recipient shall pay the Company in cash, promptly
when the amount of such obligations become determinable (the
"Tax Date"), all applicable local, state and federal taxes
required by law to be withheld with respect to (i) the exercise
of any Option or (ii) the transfer or other disposition of
Shares acquired upon exercise of any Option. To the extent
authorized by the Plan Committee in its absolute discretion, a
Recipient may make an election to (x) deliver to the Company an

                             (10)

interest-bearing, full recourse promissory note of the
Recipient, (y) have Shares or other securities of the Company
withheld by the Company, or (z) tender Shares to the Company to
pay the amount of tax that the Plan Committee in its absolute
discretion determines to be required to be withheld by the
Company, subject to the following limitations: (i) such election
by the Recipient shall be in writing and shall be irrevocable;
and (ii) such election shall not be effective without the
written authorization and approval of the Plan Committee. Any
Shares so withheld or tendered shall be valued by the Company at
their Fair Market Value on the Tax Date.

14. AMENDMENT. The Board or the Plan Committee may amend,
suspend or terminate this Plan at any time and for any reason,
but no amendment, suspension or termination shall be made which
would impair the rights of any person under any outstanding
Options without such person's consent; provided, however, that
if the Code or any other applicable statute, rule or regulation,
including, but not limited to, those under the Exchange Act,
requires Omagine's shareholders' approval with respect to the
Plan or any type of Plan amendment, then to the extent so
required, such shareholder approval shall be obtained.


15. TERMINATION. This Plan shall terminate automatically on
August 31, 2013 unless terminated earlier by resolution of the
Board or by action of a majority of Omagine's shareholders or
upon consummation of the disposition of the capital stock or
assets of Omagine, as described in Section 10(b). No Options
shall be granted after termination of this Plan, but the
termination of this Plan shall not affect the validity of any
Option outstanding at the date of such termination.


16. OPTION AGREEMENT. Each Option granted under this Plan shall
be evidenced by a written agreement ("Option Agreement")
executed by Omagine and accepted by the Recipient, which (i)
shall contain each of the provisions and agreements herein
specifically required to be contained therein, (ii) may contain
the agreement of the Recipient to remain in the employ of,
and/or to render services to, the Company or Omagine or a
Subsidiary for a period of time to be determined by the Plan
Committee, and (iii) may contain such other terms and conditions
as the Plan Committee deems desirable and which are not

                             (11)

inconsistent with this Plan.

17. GOVERNING LAW; JURISDICTION; VENUE. This Plan and the rights
of all persons under this Plan shall be governed by, and
construed and enforced in accordance with and under applicable
provisions of the Code and the laws of the State of New York of
the United States of America applicable to contracts made and to
be entirely performed therein and without regard to principles
of conflict of laws. Any litigation based hereon, or arising out
of, under or in connection with this Agreement shall be brought
and maintained exclusively in the courts of the State of New
York or in the United States District Court for the Southern
District of New York. Omagine and each Recipient hereby
expressly and irrevocably submit to the jurisdiction of the
courts of the State of New York and of the United States
District Court for the Southern District of New York for the
purpose of any such litigation as set forth above. Omagine and
each Recipient hereby expressly and irrevocably waives, to the
fullest extent permitted by law, any objection which they may
have or hereafter may have to the laying of venue of any such
litigation brought in any such court referred to above and any
claim that any such litigation has been brought in an
inconvenient forum.

18. NOTICES. Unless otherwise specifically provided in this
Plan, all notices, consents, approvals, agreements or other
communications required or permitted to be given under this Plan
shall be in writing and shall be delivered by one of the
following means: (a) by hand; (b) by facsimile transmission to
those parties with facsimile numbers indicated below or in any
Option Agreement (with subsequent written confirmation by
another means in compliance with this Section 18); (c) by
registered or certified mail, first class postage prepaid,
return receipt requested; or (d) by nationally recognized
overnight courier, addressed to the respective addresses of the
parties as follows:

  If to Omagine or
  the Plan Committee:            With a copy to:

  Omagine Inc.                   Sichenzia Ross Friedman Ference
  350 Fifth Avenue, Suite 1103   61 Broadway, 32nd Floor
  New York, N.Y. 10118           New York, NY 10006
  Att: Mr. Frank J. Drohan       Att: Mr. Michael Ference, Esq.
  Fax: 212-563-3355              Fax:  212-930-9725
                             (12)


  If to a Recipient:

  At the address specified in the Option Agreement

  or to such other address as any party shall designate for
  himself or itself by notice to the other parties given in
  accordance herewith. Any such notice or other communication
  shall be deemed to have been given or made (i) upon delivery,
  if delivered personally, (ii) one (1) business day after
  transmission, if delivered by facsimile transmission during
  normal business hours, (iii) three (3) business days after
  mailing, if mailed, or (iv) one (1) business day after
  delivery to the courier, if delivered by overnight courier
  service.


19.  CONSTRUCTION.  In this Plan (i) words denoting the singular
include the plural and vice versa, (ii) "it" or "its" or words
denoting any gender include all genders, (iii) the word
"including" shall mean "including without limitation," whether
or not expressed, (iv) any reference herein to a Section refers
to a Section of this Plan unless otherwise stated, (v) when
calculating a period of time within or following which any act
is to be done or steps taken, the date which is the reference
day in calculating such period shall be excluded and if the last
day of such period is not a business day in the United States,
then the period shall end on the next day which is a business
day in the United States, and (vi) except as otherwise expressly
provided herein, all dollar amounts are expressed in United
States funds.











                             (13)