AMERICAN IR TECHNOLOGIES, INC.
                              2001 STOCK AWARD PLAN



     1. Purpose of the Plan

     The American IR  Technologies,  Inc.  2001 Stock Award Plan (the "Plan") is
intended to attract, retain, motivate and reward officers, directors,  employees
of, and  consultants  to American IR  Technologies,  Inc.  (the  "Company")  and
subsidiaries of the Company,  who are and will be contributing to the success of
the  business of the  Company;  to provide  competitive  incentive  compensation
opportunities;  and  to  further  opportunities  for  stock  ownership  by  such
employees and consultants in order to increase their proprietary interest in the
Company.  It is the  intention  of the  Company  that the Plan  comply  with the
definition  of an  "employee  benefit  plan"  contained  in Rule 405  under  the
Securities  Act of 1933,  as amended,  (the  "Act"),  and that awards be made to
"employees"  as defined in Rule 405.  Accordingly,  the Company may from time to
time,  grant to  selected  employees  and  consultants  ("participants")  awards
("awards") of shares of common stock of the Company, $.001 par value ("Shares"),
subject to the terms and conditions  hereinafter provided.  Awards shall only be
made to natural  persons,  for bona fide  services  to the  Company,  and not in
connection with the offer or sale of securities in a capital-raising transaction
or directly or indirectly to make a market in the Company's securities.

     2. Administration of the Plan

     This Plan shall be  administered  by the Board of  Directors of the Company
(the  "Board").  The Board is authorized to interpret the Plan and may from time
to time adopt such rules and  regulations  for  carrying  out the Plan as it may
deem   appropriate,   including   rules  and  regulations  to  comply  with  the
requirements  of Rule  16(b)(3)  under the  Securities  Exchange Act of 1934. No
Director  shall be eligible to vote or decide upon awards to such Director under
the Plan.  Decisions of the Board in connection with the  administration  of the
Plan shall be final,  conclusive,  and binding upon all parties,  including  the
Company, shareholders, employees and consultants.

     Subject to the terms, provisions,  and conditions of this Plan as set forth
herein, the Board shall have sole discretion and authority:

               (a) to select the employees and  consultants to be awarded Shares
               (it being  understood  that more than one award may be granted to
               the same employee or consultant);

               (b) to  determine  the  number of Shares  to be  awarded  to each
               recipient;

               (c) to  determine  the  time or  times  when  the  awards  may be
               granted;


               (d) to prescribe the form of stock legend for the certificates of
               Shares  or other  instruments,  if any,  evidencing  any  awards,
               granted under this Plan, and

               (e) to cause  Shares to be  registered  on Form S-8 under the Act
               either prior or subsequent to the making of an award.

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     3. Shares Subject to the Plan

     The  aggregate  number of Shares which may be awarded  under the Plan shall
not exceed 2,000,000 Shares of stock of the Company.  Shares to be awarded under
the Plan shall be made  available,  at the discretion of the Board,  either from
the authorized but unissued shares of the Company or from shares of common stock
reacquired by the Company, including shares purchased in the open market.

     4. Eligibility

     Shares  shall be awarded  only to  employees  (the term  "employees"  shall
include  officers  as well as other  key  employees  of the  Company,  and shall
include  directors who are also employees of the Company) of and  consultants to
the Company it being the intention of the Company that awards shall be made only
to persons who satisfy the definition of "employee"  contained in Rule 405 under
the Act.

     5. Awards and Certificates

     Each  recipient  shall be issued a certificate in respect of Shares awarded
under  the  Plan.  Such  certificate  shall  be  registered  in the  name of the
participant,  and  shall  bear an  appropriate  restrictive  legend on its face,
unless such Shares have been registered  under the Act. The Company may register
on Form S-8 under the Act, on behalf of the  recipients,  Shares issued or to be
issued pursuant to the Plan.

     6. Termination and Amendment

     The Board may amend,  suspend,  or terminate  the Plan at any time provided
that no such  modification  shall impair the rights of any  recipient  under any
award.

     7. Miscellaneous

               (a)  Nothing in the Plan shall  require  the  Company to issue or
               transfer  any Shares  pursuant  to an award if such  issuance  or
               transfer would, in the opinion of the Board, constitute or result
               in a violation of any  applicable  statute or  regulation  of any
               jurisdiction relating to the disposition of securities.


               (b)  Notwithstanding  any other  provision of the Plan, the Board
               may at any time make or provide for such  adjustment to the Plan,
               to the number of Shares available thereunder, or to any awards of
               Shares as it shall  deem  appropriate,  to  prevent  dilution  or
               enlargement  of  rights,  including  adjustments  in the event of
               changes  in the number of  outstanding  Shares by reason of stock
               dividends or distributions, stock splits or other combinations or
               subdivisions   of   stock,    recapitalization,    issuances   by
               reclassification,   mergers,   consolidations,   combinations  or
               exchanges of shares, separations, reorganizations,  liquidations,
               or other similar corporate changes. Anu such determination by the
               Board shall be conclusive.

               (c) No employee,  consultant or other person shall have any claim
               or right to be granted  Shares  under the Plan,  and  neither the
               Plan nor any action taken thereunder shall be construed as giving
               any participant,  recipient, employee, consultant or other person
               any right to be retained in the employ of or by the Company.

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               (d) Income  realized as a result of an award of Shares  shall not
               be included in the  recipient's  earnings  for the purpose of any
               benefit plan in which the  recipient may be enrolled or for which
               the recipient may become eligible unless  otherwise  specifically
               provided for in such plan.

               (e) If and when a  recipient  is  required  to pay the Company an
               amount required to be withheld under any federal,  state or local
               income tax laws in connection  with an award under the Plan,  the
               Board may, in its sole discretion and subject to such rules as it
               may adopt,  permit the participant to satisfy the obligation,  in
               whole or in part, be electing to have the Company withhold Shares
               having a fair  market  value  equal to the amount  required to be
               withheld. The election to have Shares withheld must be made on or
               before the date the amount of tax to be withheld is determined.

     8. Effective Date and Term of the Plan

     The  effective  date of the Plan  shall be  September  1, 2001 and the Plan
shall remain in full force until December 31, 2003 or until all Shares have been
awarded, whichever first occurs.

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