SCHEDULE 14C
                                 (Rule 14c-101)
                  INFORMATION REQUIRED IN INFORMATION STATEMENT
                            SCHEDULE 14C INFORMATION
             INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )

      Check the appropriate box:

|_|   Preliminary information statement      |_|   Confidential, for use of  the
                                                   Commission only (as permitted
|X|   Definitive information statement             by Rule 14c-5(d)(2))

                           MARINE JET TECHNOLOGY CORP.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

|X|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

      (1)   Title of each class of securities to which transaction applies:

                  N/A
            --------------------------------------------------------------------

      (2)   Aggregate number of securities to which transactions applies:

                  N/A
            --------------------------------------------------------------------

      (3)   Per unit price or other  underlying  value of  transaction  computed
            pursuant  to  Exchange  Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):

                  N/A
            --------------------------------------------------------------------

      (4)   Proposed maximum aggregate value of transaction:

                  N/A
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      (5)   Total fee paid:

                  N/A 
            --------------------------------------------------------------------

|_|   Fee paid previously with preliminary materials.

|_|   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.

      (1)   Amount previously paid:

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      (2)   Form, Schedule or Registration Statement No.:

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      (3)   Filing Party:

            --------------------------------------------------------------------

      (4)   Date Filed:

            --------------------------------------------------------------------





                           MARINE JET TECHNOLOGY CORP.
                             5804 E. SLAUSON AVENUE
                           COMMERCE, CALIFORNIA 90040



To the Holders of Preferred Stock and Common Stock of
Marine Jet Technology Corp.:

         Marine Jet Technology Corp., a Nevada corporation  ("Company"),  on May
4, 2005,  obtained written consent from  stockholders  holding a majority of the
outstanding  shares of voting  securities of the Company entitled to vote on the
following actions:

         1.       To change the Company's name to Blue Holdings, Inc.

         2.       To  authorize  a reverse  split of the  Company's  outstanding
                  common  stock on a basis of 1 for 29, with  special  treatment
                  for certain of the Company's  stockholders  to preserve  round
                  lot stockholders.

         3.       To  approve  an  amendment  to  the   Company's   articles  of
                  incorporation  to increase the number of authorized  shares of
                  common stock from 45,000,000 to 75,000,000.

         4.       To approve the adoption of a stock incentive plan.

         The details of the foregoing  actions and other  important  information
are set forth in the accompanying  Information Statement. The Board of Directors
of the Company has unanimously approved the above actions.

         Under Section 78.320 of the Nevada General  Corporation  Law, action by
stockholders  may be taken without a meeting,  without prior notice,  by written
consent of the holders of  outstanding  capital  stock  having not less than the
minimum  number of votes that would be necessary  to  authorize  the action at a
meeting at which all shares  entitled to vote thereon were present and voted. On
that basis,  the  stockholders  holding a majority of the outstanding  shares of
capital stock entitled to vote approved the foregoing actions.  No other vote or
stockholder action is required. You are hereby being provided with notice of the
approval of the foregoing  actions by less than unanimous written consent of the
stockholders of the Company.

         WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US
A PROXY.

                                 By Order of the Board of Directors,

                                 
                                 /s/ Paul Guez
                                 -----------------------------------------------
                                 Paul Guez,
                                 Chairman, Chief Executive Officer and President

Commerce, California
May 16, 2005





                           MARINE JET TECHNOLOGY CORP.

                              INFORMATION STATEMENT


               CONCERNING CORPORATE ACTIONS AUTHORIZED BY WRITTEN
                    CONSENT OF STOCKHOLDERS OWNING A MAJORITY
             OF SHARES OF VOTING SECURITIES ENTITLED TO VOTE THEREON

                      WE ARE NOT ASKING YOU FOR A PROXY AND
                    YOU ARE REQUESTED NOT TO SEND US A PROXY

GENERAL INFORMATION

         This  Information  Statement is being furnished to the  stockholders of
Marine Jet Technology Corp., a Nevada corporation  ("Company," "we' or "us"), to
advise  them  of  the  corporate  actions  described  herein,  which  have  been
authorized  by the  written  consent of  stockholders  owning a majority  of the
outstanding  voting  securities of the Company  entitled to vote  thereon.  This
action  is  being  taken in  accordance  with the  requirements  of the  general
corporation law of the State of Nevada ("NGCL").

         The  Company's  board of  directors  has  determined  that the close of
business on May 17, 2005 is the record date ("Record Date") for the stockholders
entitled to notice about the actions authorizing:  (i) the change in the name of
the Company from "Marine Jet Technology Corp." to "Blue Holdings,  Inc."; (ii) a
reverse split of the Company's currently  outstanding common stock on a basis of
1 for 29, with special  treatment for certain of the Company's  stockholders  to
preserve round lot stockholders and the rounding up for fractional  interests as
herein provided,  (iii) an amendment to the Company's  articles of incorporation
to increase the number of authorized  shares of common stock from  45,000,000 to
75,000,000;  and (iv) the  adoption of a stock  incentive  plan.  The  foregoing
actions are referred to herein  individually  as the "Action" or collectively as
the "Actions".

         Under Section 78.320 of the NGCL,  any action  required or permitted by
the NGCL to be taken at an annual or special meeting of stockholders of a Nevada
corporation  may be taken without a meeting,  without prior notice and without a
vote, if a consent in writing,  setting forth the action so taken,  is signed by
the holders of  outstanding  stock  having not less than the  minimum  number of
votes that would be  necessary  to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.  Prompt notice
of the approval of the Actions must be given to those  stockholders who have not
consented  in writing  to the action and who,  if the action had been taken at a
meeting, would otherwise have been entitled to notice of the meeting.

         On May 4, 2005,  a  stockholder  who was the owner of record of 653,643
shares of the  Company's  Series A  Convertible  Preferred  Stock,  representing
approximately  72.2%  of the  outstanding  voting  securities  of  the  Company,
executed  and  delivered  to the  Company  a  written  consent  authorizing  and
approving  each of the Actions.  This written  consent was also executed by four
other  persons  who  collectively   owned  shares  of  the  Company's  Series  A
Convertible   Preferred  Stock  and  Common  Stock  representing  26.3%  of  the
outstanding voting securities of the Company.

         Accordingly,  all of the above  Actions  have been  approved by holders
representing  approximately  98.5% of the outstanding  voting  securities of the
Company.  As such, no vote or further action of the  stockholders of the Company
is required to approve the Actions. You are hereby being provided with notice of
the  approval  of the  Actions  by less than  unanimous  written  consent of the
stockholders of the 


                                       1



Company.  However,  under federal law, these Actions will not be effective until
at least 20 days  after  this  Information  Statement  has  first  been  sent to
stockholders.

         On May 4, 2005, the board of directors approved each of the Actions and
authorized the Company's officers to deliver this Information Statement.

         The  executive  offices of the Company  are located at 5804 E.  Slauson
Avenue, Commerce, California 90040, and its telephone number is (323) 725-5555.

         This  Information  Statement will first be mailed to stockholders on or
about May 16, 2005 and is being furnished for informational purposes only.

INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON

         No officer or director or principal  shareholder  has a substantial  or
material  interest  in the  favorable  outcome  of these  Actions  other than as
discussed herein.

CHANGE OF CONTROL

         On April 14, 2005, the Company entered into an Exchange  Agreement with
Antik Denim, LLC ("Antik"),  each of the members of Antik (the "Antik Members"),
and  Keating  Reverse  Merger  Fund,  LLC  ("KRM  Fund").  The  closing  of  the
transactions  contemplated by the Exchange Agreement (the "Closing") occurred on
April 29, 2005. At the Closing, pursuant to the terms of the Exchange Agreement,
the Company acquired all of the outstanding  membership  interests of Antik (the
"Interests")  from the Antik Members,  and the Antik Members  contributed all of
their  Interests to the Company.  In exchange,  the Company  issued to the Antik
Members 843,027 shares of Series A Convertible Preferred Stock, par value $0.001
per share, of the Company ("Preferred  Shares"),  which will be convertible into
approximately  708,984,875  shares of the  Company's  common stock  ("Conversion
Shares"). The issuance of the Preferred Shares and, upon conversion,  the shares
of the Company's  common stock  underlying  the Preferred  Shares,  to the Antik
Members  was exempt  from  registration  under the  Securities  Act of 1933,  as
amended (the "Securities Act"), pursuant to Section 4(2) thereof.

         Following  the  exchange  transaction,   Antik  became  a  wholly-owned
subsidiary of the Company.

         The Company is presently authorized under its Articles of Incorporation
to issue  45,000,000  shares of common  stock,  par value $0.001 per share,  and
5,000,000  shares  of  preferred  stock,  par value  $0.001  per  share.  Of the
5,000,000  shares  of  preferred  stock  authorized,  850,000  shares  have been
designated as Series A Convertible  Preferred Stock pursuant to a certificate of
designations  ("Certificate  of  Designations"),   which  was  approved  by  the
Company's  board of directors,  and filed with and accepted by, the Secretary of
State of the State of Nevada on April 26, 2005.

         Currently, the Company has 28,122,570 shares of common stock issued and
outstanding  and  843,027  shares  of  Series  A  Convertible   Preferred  Stock
("Preferred  Shares")  issued  and  outstanding.  Each  Preferred  Share will be
convertible  into 841 shares of the  Company's  common  stock  (the  "Conversion
Rate").  The Preferred  Shares will  immediately and  automatically be converted
into shares of the Company's common stock (the "Mandatory  Conversion") upon the
approval and effectiveness of the increase in the number of authorized shares of
the Company's common stock and the reverse split as described herein.

         The holders of Preferred  Shares are entitled to vote together with the
holders of the common stock,  as a single class,  upon all matters  submitted to
holders of common stock for a vote. Each Preferred


                                       2



Share  carries a number of votes  equal to the number of shares of common  stock
issuable in the Mandatory  Conversion  based on the then  applicable  Conversion
Rate. As such, immediately following the exchange transaction, the Antik Members
owned 95.8% of the total  combined  voting power of all classes of the Company's
securities entitled to vote.

         Upon Mandatory  Conversion of the Preferred  Shares,  and subject to an
adjustment of the  Conversion  Rate as a result of the reverse  split  described
herein,  the  Antik  Members  will,  in  the  aggregate,  receive  approximately
24,447,783  shares of the  Company's  common stock,  representing  95.80% of the
outstanding  shares of the  Company's  common stock  immediately  following  the
Mandatory  Conversion.  The existing stockholders of the Company will, following
the Mandatory Conversion and reverse split, own approximately  969,745 shares of
the Company's common stock,  representing 3.8% of the outstanding  shares of the
Company's common stock immediately following the Mandatory Conversion.

         Effective  as of the  Closing,  the  existing  officers  of the Company
resigned,  and the  newly-appointed  directors  of the  Company  were  Paul Guez
(Antik's  Chief  Executive  Officer  and  Manager),  David  Weiner,  a  director
designated by Paul Guez, and Kevin R. Keating, a director designated by KRM Fund
(the "KRM  Designate").  Mr.  Keating,  who was the sole director of the Company
prior to the  Closing,  remained  as a director  of the  Company  following  the
Closing.  KRM Fund and each  Antik  Member  agreed to vote  their  shares of the
Company's  common stock to elect the KRM Designate to the Company's  board for a
period of one year following the Closing and to vote for such other persons that
may be  designated  by Paul  Guez to fill any  vacant  position  on the board of
directors  (other than the KRM  Designate).  The size of the board is  initially
three  members,  but may be  increased by the board of directors to five members
during the one year period following Closing.

          At Closing, the Company also entered into a certain financial advisory
agreement  with Keating  Securities,  LLC ("Keating  Securities"),  a registered
broker-dealer, under which Keating Securities received $350,000 from the Company
for its  advisory  services  rendered  to the  Company  in  connection  with the
exchange transaction.

         On March 28,  2005,  in its Current  Report on Form 8-K dated March 24,
2005, the Company reported the execution of a letter of intent to acquire Antik.
On April 15, 2005, in its Current  Report on Form 8-K dated April 14, 2005,  the
Company reported the execution of the Exchange  Agreement and included a copy of
the Exchange Agreement therein as Exhibit 2.5. On April 29, 2005, in its Current
Report on Form 8-K dated April 29, 2005, the Company reported the closing of the
transactions  contemplated by the Exchange  Agreement and included copies of the
Certificate of Designations  (as Exhibit 4.1) and financial  advisory  agreement
with Keating Securities (as Exhibit 10.1). The Company also filed, and mailed to
all  stockholders  of record as of April 15, 2005, a Schedule 14f-1  Information
Statement on April 19, 2005.


                                VOTING SECURITIES

         The  Company  has shares of its common  stock and Series A  Convertible
Preferred Stock issued and outstanding at the time of the stockholder action. As
of the date of this stockholder  action,  there were 28,122,570 shares of common
stock  issued  and  outstanding  and  843,027  shares  of  Series A  Convertible
Preferred Stock issued and outstanding.

         Each  share of  common  stock is  entitled  to one vote on all  matters
submitted  to the  holders of common  stock for their  approval.  The holders of
Series A  Convertible  Preferred  Stock are entitled to vote  together  with the
holders of the common stock,  as a single class,  upon all matters  submitted to
holders of 


                                       3



common  stock for a vote.  Each share of Series A  Convertible  Preferred  Stock
currently  carries  841  votes  (based on the  number of shares of common  stock
issuable in the Mandatory  Conversion based on the current  Conversion Rate on a
pre-reverse  split basis) in any matter submitted to holders of common stock for
vote.  The  consent of the holders of a majority  of the total  combined  voting
power of all classes of the Company's  securities entitled to vote was necessary
to authorize each of the Actions described herein.


                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The  following  table  sets forth  certain  information  regarding  the
Company's  common  stock  beneficially  owned  on  May  4,  2005  for  (i)  each
stockholder  known to be the  beneficial  owner  of 5% or more of the  Company's
outstanding  common stock, (ii) each executive  officer and director,  and (iii)
all executive  officers and directors as a group,  on an  approximated  pre- and
post-  reverse split basis.  In general,  a person is deemed to be a "beneficial
owner" of a  security  if that  person has or shares the power to vote or direct
the  voting  of  such  security,  or the  power  to  dispose  or to  direct  the
disposition of such security.  A person is also deemed to be a beneficial  owner
of any  securities  of which  the  person  has the right to  acquire  beneficial
ownership within 60 days.

         For  purposes of the  following  table,  each  holder of the  Company's
Series A  Convertible  Preferred  Stock is deemed to own the number of shares of
common  stock  into  which  the  Series A  Convertible  Preferred  Stock  may be
converted on a pre- and post- reverse split basis  (currently  841 shares of the
Company's common stock for each share of Series A Convertible Preferred Stock on
a pre-reverse  split basis),  respectively.  Unless  otherwise  indicated,  each
person in the table will have sole voting and  investment  power with respect to
the shares shown.  The following  table,  as of May 4, 2005,  assumes a total of
740,067,719 and 25,519,607 shares of the Company's common stock outstanding,  on
an as-converted and pre- and post- reverse split basis, respectively.


                                             AMOUNT OF BENEFICIAL 
                                                   OWNERSHIP
                                          --------------------------  PERCENT OF
                                          (PRE-REVERSE (POST-REVERSE  BENEFICIAL
       NAME OF BENEFICIAL OWNER               SPLIT)        SPLIT)     OWNERSHIP
--------------------------------------------------------------------------------

Paul Guez (1), .........................   534,574,596    18,433,647      72.23%

Meyer Abbou (1) ........................    58,136,760     2,004,741       7.86%

Philippe Naouri (1) ....................    58,136,760     2,004,741       7.86%

Alex Caugant (1) .......................    58,136,760     2,004,741       7.86%

Elizabeth Guez (1), (2) ................   534,574,596    18,433,647      72.23%

David Weiner (1) .......................             0             0       0.0%

Kevin R. Keating .......................     1,000,000        34,483       0.14%
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963

Keating Reverse Merger Fund, LLC (2) ...    20,306,500       700,225       2.74%
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111

All Executive Officers and
   Directors as a group ................   535,574,596    18,468,130      72.37%


                                       4



(1)      Address is c/o Antik  Denim,  LLC,  5804 E.  Slauson  Avenue  Commerce,
         California  90040.  The  beneficial  ownership of the Company's  common
         stock is based on the holder's  respective  ownership of the  Company's
         Series  A  Preferred  Stock,  on an  as-converted  basis  prior  to the
         proposed  reverse  split.  Each  share of Series A  Preferred  Stock is
         convertible   into  841  shares  of  the  Company's   common  stock  on
         pre-reverse  split basis.  The shares of Series A Preferred  Stock will
         immediately and automatically be converted into shares of the Company's
         common stock upon the approval upon the approval and  effectiveness  of
         the increase in the number of authorized shares of the Company's common
         stock and the reverse split as described herein.

(2)      Includes all shares beneficially owned by her spouse, Paul Guez.


                  SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires  the  Company's  directors  and  executive  officers,  and  persons who
beneficially  own more than 10% of a registered  class of the  Company's  equity
securities,  to file reports of  beneficial  ownership and changes in beneficial
ownership of the Company's securities with the SEC on Forms 3 (Initial Statement
of Beneficial  Ownership),  4 (Statement  of Changes of Beneficial  Ownership of
Securities)  and 5 (Annual  Statement of  Beneficial  Ownership of  Securities).
Directors,  executive  officers  and  beneficial  owners of more than 10% of the
Company's  common stock are required by SEC  regulations  to furnish the Company
with copies of all Section  16(a) forms that they file.  Except as otherwise set
forth herein,  based solely on a review of the copies of such forms furnished to
the  Company,  or written  representations  that no reports were  required,  the
Company  believes that for the fiscal year ended  December 31, 2004,  beneficial
owners complied with the Section 16(a) filing requirements applicable to them in
that each officer, director and beneficial owner of 10% or more of the Company's
securities  filed a Form 3 with the SEC and has had no change of ownership since
such filing.


                             DIRECTORS AND OFFICERS

         The  following  table sets forth the names,  positions  and ages of the
Company's  current executive  officers and directors.  All directors serve until
the next annual meeting of  stockholders  or until their  successors are elected
and qualified.  Officers are appointed by the board of directors and their terms
of office are, except to the extent governed by an employment  contract,  at the
discretion of the board of directors.


         NAME            AGE                       POSITION
--------------------     ---     -----------------------------------------------
Paul Guez (1)             60     Chairman, Chief Executive Officer and President
Elizabeth Guez (1)        51     Chief Operating Officer
Patrick Chow (1)          51     Chief Financial Officer and Secretary
David Weiner (1)          48     Director
Kevin R. Keating (2)      65     Director


         (1)      These  persons were  appointed to their  respective  positions
                  effective April 29, 2005.

         (2)      Mr. Keating became a director effective February 9, 2005.


                                       5



         Mr. Guez is the owner and Chief Executive Officer of Blue Concept,  LLC
and  its  several  affiliates,  which  are  engaged  in the  design,  marketing,
manufacturing  and wholesale  distribution of premium fashion  collections for a
growing stable of contemporary  brands,  including Yanuk, U, Taverniti So Jeans,
Duarte Jeans,  Elvis,  Memphis  Blues and Grail Jeans.  For the nine year period
prior to the  formation of Blue  Concept in 2002,  Mr. Guez  co-operated  Azteca
Production  International,  Inc.,  a Los  Angeles  based  manufacturer  of denim
apparel.  Mr. Guez started his career in the apparel  industry in 1976,  when he
launched Sasson Jeans.

         Ms. Guez is the Chief Operating Officer for Blue Concept and several of
its  affiliates.  From 1970  through  1978,  Ms. Guez  attended  Monmouth  (West
Longbranch,  NJ) and Fashion  Institute  of  Technology  of New York City.  From
1974-1982,   she  held  various   buying  and  store  line   positions  for  the
Bamberger/Macy  organization.  Ms.  Guez  subsequently  held  various  sales and
merchandising positions with Esprit de Corp, Chaus, and Jag of Beverly Hills.

         Mr. Chow was Chief Financial  Officer and a director of Tarrant Apparel
Group from January 2002 to August 2004 and stayed as a consultant until January,
2005. He joined  Tarrant as Treasurer in November,  1998.  From 1996 to 1998, he
served as  General  Manager of Fortune  Chart  Consultants  Limited in Hong Kong
where he provided financial  consulting services to corporate clients.  Mr. Chow
has a Bachelor of Arts degree from the  University of Hong Kong and two diplomas
in Banking and Financial Studies from the Chartered Institute of Bankers, United
Kingdom.

         Mr.  Weiner  is  the  President  of  W-Net,  Inc.,  an  investment  and
consulting  firm he founded in 1998. From December 2002 to April 2003 Mr. Weiner
was  Co-President  for Trestle  Holding Inc., a provider of digital  imaging and
telemedicine  products.  In 1993, Mr. Weiner joined K-tel, a music retailer,  as
Vice  President  of  Corporate  Development.  After  creating  and  successfully
executing a business plan for K-tel, he advanced to the position of President in
1996, which he held until he left to form W-Net in 1998.

         Mr. Keating is an investment  executive and for the past nine years has
been the  Branch  Manager  of the Vero  Beach,  Florida,  office of  Brookstreet
Securities  Corporation.  Brookstreet  is a  full-service,  national  network of
independent investment professionals.  Mr. Keating services the investment needs
of private clients with special emphasis on equities. For more than 35 years, he
has been engaged in various aspects of the investment  brokerage  business.  Mr.
Keating began his Wall Street  career with the First Boston  Company in New York
in 1965.  From 1967  through  1974,  he was  employed  by several  institutional
research  boutiques where he functioned as Vice President  Institutional  Equity
Sales.  From 1974 until 1982, Mr. Keating was the President and Chief  Executive
Officer of Douglas  Stewart,  Inc., a New York Stock Exchange member firm. Since
1982,  he  has  been  associated  with  a  variety  of  firms  as  a  registered
representative  servicing the needs of individual investors. Mr. Keating is also
the manager and sole member of Vero  Management,  LLC,  which  previously  had a
management agreement with the Company.

         Paul and Elizabeth Guez are husband and wife.

         The board of directors  may determine to increase the size of the board
from three (3) members to five (5) members.  In such case, pursuant to a certain
Voting  Agreement,  the  additional  two  director  positions  will be filled by
persons designated by Paul Guez. Under the terms of the Voting Agreement,  for a
period of one year  following  the Closing,  the Antik Members and KRM Fund have
agreed to vote  their  shares  of the  Company's  common  stock to elect the KRM
Designate  and the other  persons  designated by Paul Guez to fill any remaining
open director positions.


                                       6



                        COMMITTEES OF BOARD OF DIRECTORS

         The Company has an audit  committee and audit  committee  charter.  The
Company's audit committee is comprised of all of its directors,  which currently
consists of Messrs.  Guez,  Weiner and Keating.  A copy of the  Company's  audit
committee  charter is filed as an exhibit  to its  Annual  Report  filed on Form
10-KSB  for the year  ended  December  31,  2003.  The  Company is not a "listed
company"  under  SEC  rules  and is  therefore  not  required  to have an  audit
committee comprised of independent  directors.  The Company's board of directors
has  determined  that its  members  do not  include  a person  who is an  "audit
committee  financial  expert" within the meaning of the rules and regulations of
the SEC.  The  Company's  board of  directors  has  determined  that each of its
current members is able to read and understand  fundamental financial statements
and has substantial  business experience that results in that member's financial
sophistication.  Accordingly,  the board of directors  believes that each of its
current  members  have the  sufficient  knowledge  and  experience  necessary to
fulfill the duties and obligations that an audit committee would have.

         The Company's  audit  committee is  responsible  for: (1) selection and
oversight of its independent  accountant;  (2)  establishing  procedures for the
receipt,  retention and treatment of complaints regarding  accounting,  internal
controls and auditing matters; (3) establishing procedures for the confidential,
anonymous  submission  by its  employees of concerns  regarding  accounting  and
auditing  matters;  (4)  engaging  outside  advisors;  and,  (5) funding for the
outside auditory and any outside advisors engagement by the audit committee.

         The  Company  has  a  disclosure  committee  and  disclosure  committee
charter.  Marine's disclosure  committee is comprised of all of its officers and
directors.  The purpose of the committee is to provide  assistance to its senior
officers in fulfilling their  responsibilities  regarding the identification and
disclosure  of  material   information  about  the  Company  and  the  accuracy,
completeness  and timeliness of its financial  reports.  A copy of the Company's
disclosure  committee  charter is filed as an exhibit to its Annual Report filed
on Form 10-KSB for the year ended December 31, 2003.

         The  Company  does  not  have a  standing  compensation  or  nominating
committee or committees  performing similar functions.  The duties and functions
performed  by such  committees  are  performed  by the full Board of  Directors.
Pursuant to a certain Voting  Agreement,  for the one year period  following the
Closing,  KRM Fund and each former Antik  Member  agreed to vote their shares of
the Company's common stock to elect the KRM Designate to the Company's board for
a period of one year  following  the Closing and to vote for such other  persons
that may be designated by Paul Guez to fill any vacant  position on the board of
directors (other than the KRM Designate).


                                       7



                        DIRECTOR AND OFFICER COMPENSATION

EXECUTIVE COMPENSATION OF THE COMPANY

         The following executive  compensation chart highlights the compensation
for the Company's  executive  officers.  No other  executive  officers  received
salary and bonus in excess of $100,000 for the prior three fiscal years.




                                                                               LONG TERM COMPENSATION
                                                                        -----------------------------------
                                         ANNUAL COMPENSATION                     Awards             Payouts
                                 -----------------------------------    -------------------------   -------
                                                                                      Securities
        Name                                               Other        Restricted    Underlying
        and                                                Annual         Stock        Options/      LTIP        All Other
      Principal                  Salary       Bonus     Compensation     Award(s)      SARs (#)     Payouts     Compensation
      Position          Year       ($)         ($)           ($)            ($)          (2)          ($)            ($)
--------------------   -----     -------     ------     ------------    ----------   ------------   -------     ------------
                                                                                             
Kevin R. Keating        2004       N/A        N/A           N/A             N/A          N/A          N/A            N/A
(Pres., Secr., and
Treas.) (1)
--------------------   -----     -------    -------     ------------    ----------   ------------   -------     -------------
Jeff P. Jordan          2004       $0          $0            $0             N/A          N/A          N/A            N/A
(President and          2003       $0          $0            $0             N/A          N/A          N/A            N/A
Treasurer) (2)          2002       $0          $0            $0             N/A          N/A          N/A            N/A
--------------------   -----     -------    -------     ------------    ----------   ------------   -------     ------------
Martha A. Jordan        2004       $0          $0            $0             N/A          N/A          N/A            N/A
(Secretary) (2)         2003       $0          $0            $0             N/A          N/A          N/A            N/A
                        2002       $0          $0            $0             N/A          N/A          N/A            N/A
----------

(1)      Mr.  Keating became  President,  Secretary,  Treasurer,  and a director
         effective  February 9, 2005.  On February 17, 2005,  Marine  issued Mr.
         Keating  1,000,000  shares of its  common  stock in  consideration  for
         services rendered by him, valued at $10,000.  Effective April 29, 2005,
         Mr. Keating  resigned as the President,  Treasurer and Secretary of the
         Company.

(2)      Effective  as of  February  9,  2005,  in  connection  with a change of
         control of Marine, Jeff P. Jordan resigned as its President,  Treasurer
         and one of its directors,  Martha A. Jordan,  the spouse of Mr. Jordan,
         resigned as its Secretary and one of its directors,  and Wilbur Sebree,
         resigned as one of its directors.



         There were no option grants to any executive officers during the fiscal
year ended  December 31, 2004,  and no options were  exercised by any  executive
officer during the fiscal year ended December 31, 2004.

         The Company did not pay any  compensation to any director in 2002, 2003
or 2004.

         The Company  terminated its  non-qualified  stock option plan effective
February 4, 2005 and, in connection with this  termination,  the Company filed a
post-effective  amendment to withdraw from  registration  any  remaining  shares
under its then current S-8 registration statement.

EXECUTIVE COMPENSATION OF ANTIK

         The following table sets forth information  concerning all compensation
paid for services to Antik by its executive  officers in all  capacities for the
period from its inception  (September  13, 2004)  through  


                                       8



December 31, 2004. No other executive  officer  received total annual salary and
bonus in excess of $100,000 during these periods.




                                                                               LONG TERM COMPENSATION
                                                                        -----------------------------------
                                         ANNUAL COMPENSATION                     Awards             Payouts
                                 -----------------------------------    -------------------------   -------
                                                                                      Securities
        Name                                               Other        Restricted    Underlying
        and                                                Annual         Stock        Options/      LTIP        All Other
      Principal                  Salary       Bonus     Compensation     Award(s)      SARs (#)     Payouts     Compensation
      Position          Year       ($)         ($)           ($)            ($)          (2)          ($)            ($)
--------------------   -----     -------     ------     ------------    ----------   ------------   -------     ------------
                                                                                             
Paul Guez               2004       N/A        N/A           N/A             N/A          N/A          N/A            N/A
(Chief Executive
Officer and Manager)
----------


         Under the terms of Antik's  Operating  Agreement  dated to be effective
September 13, 2004 (the "Operating Agreement"),  by and among the Antik Members,
including Mr. Guez,  certain of the Antik Members (not  including Mr. Guez) were
entitled to receive, and were receiving since September 13, 2004,  distributions
under the Operating  Agreement.  Since inception through December 31, 2004, such
distributions  totaled $79,190. At the Closing,  the terms and conditions of the
Operating  Agreement  terminated  and those Antik Members  previously  receiving
distributions  are no longer  entitled to such  distributions.  At the  Closing,
Marine  became the sole member of Antik and intends to establish  such terms and
conditions  with respect to the  operation  and  governance of Antik as it deems
appropriate.

OPTION GRANTS

         Antik is a limited liability company formed under the laws of the State
of California. During the period from its inception (September 13, 2004) through
December 31, 2004, it did not maintain any membership interest option or profits
interest plan.  Accordingly,  Antik did not grant options to purchase membership
or profits  interests during the period from its inception  (September 13, 2004)
through December 31, 2004.

EMPLOYMENT CONTRACTS

         Antik does not have  employment  agreements  with any of its  executive
officers or key employees.  Marine does not have employment  agreements with any
of its newly appointed executive officers.

         Antik  executed a letter  agreement  dated March 21, 2005 with  Messrs.
Philippe  Naouri and Alex Caugant,  two of its key designers and former members,
pursuant to which Antik  agreed  that,  to the extent  Antik closed its exchange
transaction  with Marine,  Antik  would,  or would use its best efforts to cause
Marine to,  enter into  employment  agreements  with each of Messrs.  Naouri and
Caugant whereby such  individuals  would (i) perform fashion design services for
Antik or Marine,  (ii) be entitled to receive annual salaries of $240,000,  plus
bonuses  based on net sales arising from the "Antik  Denim" brand  apparel,  and
(iii) be entitled to receive such other benefits as Antik or Marine may elect to
offer to its other employees from time to time. Antik anticipates executing such
agreements no later than June 1, 2005.


                                       9



                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

THE COMPANY

         On January 20, 2005, the Company  entered into an Assumption  Agreement
with Mr.  Jeff  Jordan and  Intellijet  Marine,  Inc.  ("Intellijet"),  a Nevada
corporation,  that the Company established as a wholly-owned  subsidiary.  Under
the Assumption Agreement,  the Company transferred all of its assets, except for
21,822,570  shares of common stock of  Intellijet  and  approximately  $2,500 in
cash,  to  Intellijet.   Intellijet  agreed  to  assume  all  of  the  Company's
liabilities  and  obligations  and to  indemnify  the  Company  for any loss the
Company  incurs  with  respect  to  the  assumed  liabilities.  Mr.  Jordan  and
Intellijet  also agreed to release the Company from any and all  obligations and
claims  whatsoever.  Shares of Intellijet were  subsequently  distributed to the
Company's stockholders and Intellijet operates as an independent company.

         On February 9, 2005, Mr. Jordan sold 15,306,500 shares of the Company's
common stock owned by him to KRM Fund for a purchase price of $440,000  pursuant
to a Securities Purchase Agreement.

         In  connection  with  the  completion  of the  transactions  under  the
Assumption Agreement and the Securities Purchase Agreement,  Mr. Jordan received
full payment on the  remaining  principal  balance under certain notes issued to
him by the Company.

         On February 17,  2005,  the Company  entered into a contract  with Vero
Management,  LLC ("Vero") for managerial and administrative  services.  Vero has
not been  engaged  to  provide,  and Vero does not  render,  legal,  accounting,
auditing,  investment banking or capital formation services. Kevin R. Keating is
the manager of Vero. The term of the contract is for one year. In  consideration
of the  services  provided,  Vero will be paid  $1,000  for each  month in which
services are rendered. The agreement with Vero was terminated as of the Closing.

         On February 17, 2005, the Company issued 1,000,000 shares of its common
stock to Kevin R. Keating, the Company's sole officer and director, for services
rendered to the Company with a fair value of $10,000.

         On February 17, 2005, the Company issued 5,000,000 shares of its common
stock to KRM Fund for an aggregate purchase price of $50,000.

         Kevin R.  Keating,  is the  father of the  principal  member of Keating
Investments,  LLC. Keating Investments,  LLC is the managing member of KRM Fund,
which is the current majority  stockholder of the Company.  Keating Investments,
LLC is also the  managing  member  and 90% owner of Keating  Securities,  LLC, a
registered  broker-dealer.  Kevin R. Keating is not  affiliated  with and has no
equity interest in Keating Investments, LLC, KRM Fund or Keating Securities, LLC
and disclaims  any  beneficial  interest in the shares of the  Company's  common
stock  owned by KRM Fund.  Similarly,  Keating  Investments,  LLC,  KRM Fund and
Keating  Securities,  LLC disclaim any beneficial  interest in the shares of the
Company's common stock currently owned by Kevin R. Keating.

         At the Closing,  the Company entered into a certain financial  advisory
agreement with Keating Securities,  LLC under which Keating Securities,  LLC was
paid $350,000 by the Company for its advisory  services  rendered to the Company
in connection with the exchange transaction.


                                       10



ANTIK

         Other than the employment  arrangements  described  above in "Executive
Compensation of Antik" and the transactions described below, since September 13,
2004  (inception),  there has not been,  nor is there  currently  proposed,  any
transaction  or series of similar  transactions  to which Antik was or will be a
party:

         -        in which the amount involved exceeds $60,000; and

         -        in which any  director,  executive  officer,  shareholder  who
                  beneficially  owns 5% or more of Marine's  common stock or any
                  member of their immediate  family had or will have a direct or
                  indirect material interest.


TRANSACTIONS WITH OFFICERS, DIRECTORS AND 5% HOLDERS

         On  February  28,  2005,  in  accordance  with  the  provisions  of the
Operating Agreement described below, Paul Guez contributed piece goods inventory
with a fair market value at cost of $1,200,000 to Antik.

         Antik is a party to an  allocation  letter  agreement  dated January 2,
2005 with Blue  Concept,  LLC, an entity  co-owned by Paul and  Elizabeth  Guez,
pursuant to which,  for the year ended  December 31, 2005, the parties agreed to
allocate,  and  Antik is  ultimately  liable  for,  operating  expenses  of Blue
Concept,  LLC  allocable to Antik.  The  allocations  are to be on terms no less
favorable  than  those  that  could  be  reasonably  obtained  in  arms'  length
transactions  with  independent  third  parties  and  will be  subject  to final
approval by Antik's,  or its successor's,  audit committee,  as applicable.  The
allocation agreement applies to, among other matters, employees of Blue Concept,
LLC providing  services to or on behalf of Antik, and covers  salaries,  payroll
taxes, and various  employment  benefits and benefit plans,  including  medical,
dental  and 401(k)  plans for such  employees.  The  allocation  agreement  also
applies to other expenses consisting of utilities,  common area services,  rent,
insurance and other office services.

         Antik  is a  party  to a  similar  allocation  letter  agreement  dated
December 31, 2004 with Blue Concept,  LLC, for the period from inception through
December  31,  2004.  Pursuant to this  letter  agreement,  Antik was  allocated
approximately  $104,049  per  month  of  operating  expenses  allocable  to  its
operations,  or a total of $390,185 for the entire  period.  Antik has confirmed
that such allocations were made on terms no less favorable than those that could
be  reasonably  obtained in arms' length  transactions  with  independent  third
parties.

         During the period from inception  through  December 31, 2004, Paul Guez
and several companies co-owned by Paul Guez,  provided advance loans to Antik in
the form of  inventory  with a fair  market  value at cost,  or cash for working
capital purposes, in an amount equal to $246,857. The advances are unsecured and
non-interest bearing, with no formal terms of repayment.

         Advances  made by Antik's  factor are  collateralized  by  non-factored
accounts  receivable,  inventories,  general intangibles and personal guarantees
executed by Blue Concept,  LLC and Paul Guez.  The  guarantees  provide that the
factor may pursue claims against Blue Concept, LLC or Mr. Guez in the event that
Antik defaults on its obligations to the factor.

         Under the terms of Antik's  Operating  Agreement  dated to be effective
September 13, 2004 (the "Operating Agreement"),  by and among the Antik Members,
including Mr. Guez,  certain of the Antik Members (not  including Mr. Guez) were
entitled to receive, and were receiving since September 13, 2004,  distributions
under the Operating  Agreement.  Since inception through December 31, 2004, such


                                       11



distributions  totaled  $79,190.  Pursuant to the  provisions  of the  Operating
Agreement,  the  Antik  Members  contributed  cash or  property  (or  agreed  to
contribute cash or property),  including  patent and trademark  applications and
proprietary  designs  and design  concepts,  in  exchange  for their  respective
membership interests.  At the Closing, the terms and conditions of the Operating
Agreement  terminated  and those Antik  Members  previously  receiving  advances
against  distributions are no longer entitled to such advances.  At the Closing,
Marine  became the sole member of Antik and intends to establish  such terms and
conditions  with respect to the  operation  and  governance of Antik as it deems
appropriate.


                                       12



                                   NAME CHANGE

         On  May  4,  2005,  holders  representing  approximately  98.5%  of the
outstanding  voting  securities of the Company took action by written consent to
change  the  name of the  Company  from  Marine  Jet  Technology  Corp.  to Blue
Holdings, Inc.

         The board of directors has  authorized the change in the Company's name
to Blue Holdings, Inc.. In the judgment of the board of directors, the change of
the  Company's  name  is  desirable  to  more  correctly  reflect  the  business
operations  of the  Company  after its  acquisition  of Antik  Denim,  LLC,  the
Company's wholly-owned subsidiary, and its core operating business of designing,
developing, manufacturing,  marketing, distributing and selling high end fashion
jeans, apparel and accessories under the "Antik Denim" brand.

         On May 4, 2005, the board of directors  authorized a change in the name
of the Company to Blue  Holdings,  Inc. and  thereafter  an amendment to Article
FIRST of the  Company's  Articles of  Incorporation.  A form of  Certificate  of
Amendment  to the Articles of  Incorporation  of the Company is attached to this
Information Statement as Exhibit A.

         The approval of an amendment to the Articles of Incorporation to change
the Company's name requires the affirmative  vote of a majority of the shares of
voting  securities  outstanding and entitled to vote. On May 4, 2005, the action
to change the name of the  Company was  approved  by written  consent of holders
representing  approximately  98.5% of the outstanding  voting  securities of the
Company.  As such, no vote or further action of the  stockholders of the Company
is required to approve  the name  change.  You are hereby  being  provided  with
notice of the approval of the name change by less than unanimous written consent
of the stockholders of the Company.

         The  Company  intends  to file  the  Certificate  of  Amendment  to the
Articles of  Incorporation  with the  Secretary  of State of the State of Nevada
promptly after the twentieth day after the date this  Information  Statement has
first been sent to stockholders.


                                       13



                          REVERSE SPLIT OF COMMON STOCK

         On  May  4,  2005,  holders  representing  approximately  98.5%  of the
outstanding  voting  securities of the Company took action by written consent to
authorize a reverse split to reduce the number of shares of  outstanding  common
stock at the rate of one (1) share for  every 29  shares  of common  stock  then
outstanding.

         On May 4, 2005, the board of directors authorized the reverse split.

         The reverse split will change  neither the number of authorized  shares
of common stock nor the par value per share of common stock.  None of the rights
of the  common  stock are being  changed as a result of the  reverse  split and,
therefore,  the rights of the  holders of common  stock will  remain  unchanged,
including  the right of one vote for each  share of common  stock in any  action
requiring  a vote of the  holders  of common  stock,  the  right to  liquidation
proceeds after any preference  shares,  and the right to receive  dividends when
and if declared by the board of directors.

         Each  share  of  Series A  Convertible  Preferred  Stock  is  currently
convertible into 841 shares of the Company's common stock on a pre-reverse split
basis (the "Conversion  Rate") and carries a number of votes equal to the number
of shares of common  stock  issuable  upon  conversion.  The holders of Series A
Convertible  Preferred  Stock are entitled to vote  together with the holders of
the common stock,  as a single class,  upon all matters  submitted to holders of
common stock for a vote. In connection  with the reverse  split,  the Conversion
Rate will be adjusted to take into account the reduction in the number of shares
of the Company's common stock currently outstanding.

         Each share of Series A Convertible Preferred Stock will immediately and
automatically  be  converted  into  shares of the  Company's  common  stock (the
"Mandatory Conversion") upon the approval and effectiveness of the reverse split
and  the  increase  in  the  Company's  authorized  common  stock.  Accordingly,
following  the reverse split and the  Mandatory  Conversion,  the holders of the
currently  outstanding  843,027 shares of Series A Convertible  Preferred  Stock
will, in the aggregate, receive approximately 24,447,783 shares of the Company's
common  stock,  representing  95.8% of the  outstanding  shares of the Company's
common  stock  immediately   following  the  reverse  split  and  the  Mandatory
Conversion.  The  existing  stockholders  of the  Company's  common  stock will,
following the Mandatory Conversion and reverse split, own approximately  969,745
shares of the  Company's  common  stock,  representing  3.8% of the  outstanding
shares of common stock.

         The Company is presently authorized under its Articles of Incorporation
to issue  45,000,000  shares of common  stock.  The Company is not  proposing to
reduce the amount of authorized  shares of common  stock.  Following the reverse
split and the Mandatory  Conversion,  there will be 25,519,607  shares of common
stock  outstanding.  With an authorized  number of  45,000,000  shares of common
stock remaining  unchanged (as described below),  the Company will have unissued
shares that will be available for future issuance.

         Stockholders  do  not  have  any  dissenter  or  appraisal   rights  in
connection  with the  reverse  split.  There  will be no change in the number of
stockholders as a result of the reverse split. There is no intention to take the
Company private because of the reverse split or otherwise.


                                       14



SPECIAL  TREATMENT OF  STOCKHOLDERS  HOLDING  FEWER THAN 2900 (BUT AT LEAST 100)
COMMON SHARES AND FRACTIONAL SHARE TREATMENT

         The  Company's  board  of  directors   approved  special  treatment  of
stockholders  of record as of April 25, 2005 holding  fewer than 2,900 shares of
common  stock to prevent  those  stockholders  from holding less than 100 shares
after the reverse  split.  The special  treatment is being  afforded to preserve
round lot stockholders (i.e., holders owning at least 100 shares).

         Accordingly,  stockholders  holding less than 2,900 shares but at least
100 shares as of April 25, 2005,  and who continue to hold such shares as of the
record date of the reverse split ("Eligible  Holders"),  will receive 100 shares
of common stock after the reverse split. STOCKHOLDERS PURCHASING LESS THAN 2,900
SHARES BUT AT LEAST 100 SHARES  AFTER APRIL 25,  2005,  AND WHO CONTINUE TO HOLD
SUCH SHARES AS OF THE RECORD DATE OF THE  REVERSE  SPLIT,  SHALL NOT BE AFFORDED
SPECIAL TREATEMENT.

         The reverse split will not affect the common stock held by stockholders
holding  less than 100 shares as of the record  date of the reverse  split.  The
result of this special  treatment is that an estimated 15,000  additional shares
of common  stock  will be  outstanding  than if the  reverse  split  identically
affected  all  stockholders.  This  represents  approximately  .06% of the total
number of shares of common stock outstanding after the reverse split.

         No fractional  shares will be issued for any fractional  share interest
created by the reverse split and held by a stockholder with more than 100 shares
after the revenue split;  those stockholders will receive a full share of common
stock for any fractional share interests created by the reverse split.

REASONS FOR REVERSE SPLIT AND SPECIAL TREATMENT

         The Company believes the recent per share price of the common stock may
have an  adverse  effect on the  marketability  of its  existing  shares and the
amount and  percentage of  transaction  costs paid by  individual  stockholders.
Based on the Company's current capital structure, the Company's ability to raise
capital by issuing new shares may also be  affected  because the Company is very
near its  maximum  authorization  (before  the  increase  in  authorized  shares
described  below).  The  reverse  split  is  also  necessary  to  allow  for the
conversion  of the  Series A  Convertible  Preferred  Stock  into  shares of the
Company's common stock.

         The Company believes that the reverse split may also be advantageous to
the Company and its  stockholders,  because it may provide the  opportunity  for
higher share prices  based upon fewer  shares  outstanding.  It is also a factor
that most brokerage houses do not permit or favor lower-priced stocks to be used
as  collateral  for margin  accounts.  Certain  policies  and  practices  of the
securities industry may tend to discourage individual brokers within those firms
from  dealing in  lower-priced  stocks.  Some of those  policies  and  practices
involve time-consuming  procedures that make the handling of lower priced stocks
economically unattractive.  The brokerage commissions on the purchase or sale of
lower priced stocks may also represent a higher percentage of the price than the
brokerage commission on higher priced stocks.

         As a  general  rule,  potential  investors  who might  consider  making
investments  in the  Company  may be  unwilling  to do so when the company has a
large number of shares issued and  outstanding  with little or no  stockholders'
equity.  In other words,  the "dilution"  which new investors would suffer would
discourage them from investing, as a general rule of experience.  A reduction in
the total  outstanding  shares may,  without any  assurance,  make the Company's
capitalization structure more attractive.


                                       15



         While the Company's  acceptability  for ultimate  listing on one of the
NASDAQ markets or an exchange is presently  remote,  but being  considered,  the
Company  believes  that it is in the  interests  of the  Company  to adjust  its
capital  structure in the  direction of  conformity  with the NASDAQ  structural
requirements,  including the minimum price per share and the number of round lot
stockholders.  At the current date, even with the proposed changes,  the Company
would not likely meet NASDAQ criteria.  NASDAQ  requirements  change constantly.
There is no assurance that the proposed  changes will meet the  requirements for
or any other exchange when, and if, the Company is otherwise qualified. There is
no assurance that the Company will qualify for NASDAQ.

         There is no  assurance  that any  effect of the price of the  Company's
stock will result,  or that the market  price for the  Company's  common  stock,
immediately or shortly after the reverse split becomes effective,  will rise, or
that any rise which may occur will be sustained.  Market  conditions  obey their
own  changes in  investor  attitudes  and  external  conditions.  The Company is
proposing  the  steps  it  deems  the  best   calculation  to  meet  the  market
attractively,  however,  the  Company  cannot  control  the  market's  reaction.
Further,  there can be no assurances  given that a higher  market  price,  if it
occurs as a result of the reverse split,  will encourage more  broker-dealers or
investors to become involved in the Company's common stock.

         It should  also be noted that the  liquidity  of the  Company's  common
stock might be adversely  affected by the reverse split given the reduced number
of shares of common stock that would be outstanding after the reverse split. The
Company's  board of directors  anticipates,  however,  that the expected  higher
market price as a result of the reverse split will reduce,  to some extent,  the
negative  effects on the liquidity  and  marketability  of the Company's  common
stock inherent in some of the policies and practices of institutional  investors
and brokerage houses described above.

EFFECT OF REVERSE SPLIT

         The following  table sets forth the effect of the reverse split and the
special  treatment  being  afforded  to Eligible  Holders to preserve  round lot
stockholders.

                 TABLE SHOWING EFFECT OF 1 FOR 29 REVERSE SPLIT

   NUMBER OF SHARES HELD BY                    NUMBER OF SHARES HELD BY 
     STOCKHOLDER PRIOR TO                     STOCKHOLDER AFTER REVERSE
       REVERSE SPLIT                                    SPLIT
------------------------------        ------------------------------------------
     Less than 100 shares             Same Number as Held Prior to Reverse Split
100 shares to 2,900 Shares (1)                          100 shares
         2,901 shares                                   101 shares
         5,000 shares                                   173 shares
        10,000 shares                                   345 shares
        25,000 shares                                   863 shares
        50,000 shares                                 1,725 shares
----------
(1)      Assumes such holder is an Eligible Holder as described above.

         Under the  reverse  split,  the number of  authorized  shares of common
stock will not be reduced.  This (along with the increase in  authorized  shares
described below) will increase  significantly the ability of the Company's board
of directors to issue  authorized  and unissued  shares of common stock  without
further  stockholder  action.  The  issuance  in the  future of such  additional
authorized  shares of common  stock may have the effect of diluting the earnings
per share and book value per share,  as well as the stock  ownership  and voting
rights  of the  currently  outstanding  shares  of  common  stock  and  Series A
Convertible  Preferred Stock. The effective increase in the number of authorized
but unissued shares of 


                                       16



common stock may be construed as having an  anti-takeover  effect by  permitting
the issuance of common stock to purchasers  who might oppose a hostile  takeover
bid or oppose any efforts to amend or repeal  certain  provisions  the Company's
Articles of Incorporation or bylaws.

         Because the shares of common stock held by  stockholders  holding 99 or
fewer  shares of common  stock will not be affected by the  reverse  split,  and
because  Eligible  Holders  holding 2,900 or fewer shares of common stock but at
least 100 shares of common  stock as of April 25, 2005 and as of the record date
of the reverse  split will  receive 100 shares of common stock after the reverse
split,  the reverse split will not increase the number of  stockholders  who own
"odd lots" of less than 100 shares of common  stock.  Brokerage  commission  and
other costs of transactions  in odd lots are generally  higher than the costs of
transactions of 100 shares or more. The Company also incurs added administrative
costs for holders who only hold a few shares of common stock including  transfer
agent fees, stockholder mailing costs, etc. Further, the Company will not suffer
any  reduction  in current  round lot  holders  which will  assist it in meeting
certain  NASDAQ  and  exchange  listing  requirements,  when  or if the  Company
qualifies.

         In addition,  because the shares of common  stock held by  stockholders
holding less than 100 shares of common stock will not be affected by the reverse
split,  and because  Eligible  Holders  holding  2,900 or fewer shares of common
stock but at least 100 shares of common stock as of April 25, 2005 and as of the
record date of the reverse  split will  receive 100 shares of common stock after
the reverse split, the reverse split will not affect all stockholders  uniformly
and will adversely  affect the  percentage  ownership  interest of  stockholders
holding more than 100 shares of common  stock,  particularly  those holding more
than 2,900 shares of common  stock.  Because of the special  treatment  afforded
these stockholders, proportionate voting rights and other rights and preferences
of the holders of common stock who hold more than 100 common stock, particularly
those who hold more than 5,000  shares,  will also be adversely  affected by the
reverse split.  However, this special treatment will only result in an estimated
15,000  additional  shares  of  common  stock  being  outstanding  than  if  all
stockholders  were  identically  affected by the reverse split.  This represents
approximately  .06% of the total  outstanding  shares of common  stock after the
reverse split.

STOCKHOLDERS  PURCHASING  LESS THAN 2,900  SHARES BUT AT LEAST 100 SHARES  AFTER
APRIL 25,  2005,  AND WHO  CONTINUE TO HOLD SUCH SHARES AS OF THE RECORD DATE OF
THE REVERSE SPLIT, SHALL NOT BE AFFORDED SPECIAL TREATMENT.

NO EXCHANGE OF STOCK CERTIFICATES REQUIRED.

         Upon the  reverse  split  becoming  effective,  stockholders  (at their
option and at their expense) may exchange their stock certificates  representing
pre-reverse split common shares for new certificates  representing  post-reverse
split  common  shares.  Stockholders  are not  required to exchange  their stock
certificates.  No new  certificates  will be issued to a stockholder  until such
stockholder  has  surrendered  such  stockholder's  outstanding   certificate(s)
together  with the  properly  completed  and  executed  letter  of  transmittal.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY
CERTIFICATES UNLESS REQUESTED TO DO SO.

ACCOUNTING CONSEQUENCES

         Upon the reverse split becoming  effective,  the par value per share of
common stock would remain  unchanged  at $0.001 per share.  As a result,  on the
effective date of the reverse split, the stated capital on the Company's balance
sheet attributable to the common stock will be reduced proportionally,  based on
the  exchange  ratio of the  reverse  split,  from its present  amount,  and the
additional paid-in capital account will be credited with the amount by which the
stated capital is reduced. The net income or loss and net


                                       17



book value per share of common  stock will be  increased  because  there will be
fewer shares of common stock  outstanding.  It is not anticipated that any other
accounting  consequences  would  arise as a result  of the  reverse  split.  The
foregoing  accounting  consequences  relate  solely to the effect of the reverse
split,  without  giving  effect  to the  Mandatory  Conversion  of the  Series A
Convertible  Preferred  Stock  which  will occur at the time the  reverse  split
becomes effective.

REQUIRED CONSENT

         On May 4, 2005,  the reverse split was approved by the written  consent
of holders representing approximately 98.5% of the outstanding voting securities
of the  Company.  On May 4, 2005,  the board of  directors  approved the reverse
split.  The approval of the reverse  split  requires the  affirmative  vote of a
majority of the shares of voting securities outstanding and entitled to vote. As
such, no vote or further action of the  stockholders  of the Company is required
to approve the reverse  split.  You are hereby being provided with notice of the
approval  of the reverse  split by less than  unanimous  written  consent of the
stockholders of the Company.

         Promptly  after the  twentieth  day  after  the date  this  Information
Statement has first been sent to  stockholders,  the Company  intends to set the
record  date for the  reverse  split  and take all  other  required  actions  to
complete the reverse split consistent with the foregoing.


                                       18



                       INCREASE IN AUTHORIZED COMMON STOCK

         The Company is currently authorized by its Articles of Incorporation to
issue  45,000,000  shares of common stock,  $0.001 par value per share  ("Common
Stock"),  and 5,000,000  shares of preferred  stock,  $0.001 par value per share
("Preferred Stock"). Of the Preferred Stock, 850,000 shares have been designated
as Series A  Convertible  Preferred  Stock.  As of the date of this  stockholder
action,  there were 28,122,570 shares of common stock issued and outstanding and
843,027 shares of Series A Convertible  Preferred Stock issued and  outstanding.
Upon  approval  of the  reverse  split,  the  outstanding  shares  of  Series  A
Convertible Preferred Stock will convert into approximately 24,447,783 shares of
the Company's common stock on a post-reverse split basis.

         In connection with the Company's  acquisition of Antik Denim,  LLC, the
Company will likely be required to issue shares of Common Stock, options, awards
and  warrants  in  connection  with  employee  benefit and  incentive  plans and
employment  arrangements,  for financing  the future  operations of the acquired
business, for acquiring other businesses, for forming strategic partnerships and
alliances,  and for stock dividends and stock splits. No specific  issuances are
currently  anticipated,  however,  to the extent such issuances occur, they will
result in dilution to the Company's current shareholders.

         Accordingly,  the  Company's  board of directors  believes it is in the
best  interests  of the Company and its  stockholders  to increase the number of
authorized  shares of its Common  Stock to allow for the  issuance  of shares of
Common  Stock or other  securities  in  connection  with  employee  benefit  and
incentive  plans and  arrangements,  the  financing of the  operations  of Antik
Denim,  LLC, the acquisition of other  businesses,  the  establishment  of joint
ventures, and such other purposes as the board determines.

         The  authorized  number  of  shares  of  Preferred  Stock  would not be
affected by the amendment.

         The  increase in the  authorized  number of shares of Common Stock will
permit the board of directors to issue additional shares of Common Stock without
further approval of the stockholders of the Company;  and the board of directors
does not  intend  to seek  stockholder  approval  prior to any  issuance  of the
authorized capital stock unless  stockholder  approval is required by applicable
law or stock market or exchange requirements.  The issuance of additional shares
of Common  Stock by the  Company  may  result  in  substantial  dilution  to the
Company's existing shareholders,  and such issuances may not require stockholder
approval.

         Although  the Company from time to time  reviews  various  transactions
that could result in the issuance of Common Stock,  the Company has not reviewed
any  transaction  to date that  would  result in an  issuance  of Common  Stock.
However, upon the increase in authorized shares of Common Stock being effective,
the Company may begin to review  transactions  that may result in an issuance of
Common Stock.

         Other than  limited  provisions  under the laws of Nevada,  the Company
does not have in place provisions which may have an  anti-takeover  effect.  The
increase in the number of authorized  shares of Common Stock may be construed as
having an  anti-takeover  effect by  permitting  the issuance of Common Stock to
purchasers  who might  oppose a hostile  takeover  bid or oppose any  efforts to
amend or repeal certain  provisions the Company's  Articles of  Incorporation or
bylaws.  The  increase in the  authorized  Common  Stock did not result from the
Company's   knowledge  of  any  specific  effort  to  accumulate  the  Company's
securities  or to obtain  control of the  Company  by means of a merger,  tender
offer,  proxy  solicitation  in opposition  to management or otherwise,  and the
Company did not take such  action to increase  the  authorized  Common  Stock to
enable it to  frustrate  any efforts by another  party to acquire a  controlling
interest or to seek Board representation.


                                       19



         The issuance of  additional  shares of Common Stock may have a dilutive
effect on  earnings  per share and on the equity and  voting  power of  existing
security  holders  of the  Company's  Common  Stock  and  Series  A  Convertible
Preferred  Stock.  It may also  adversely  affect the market price of the Common
Stock.  However,  if  additional  shares  are  issued  in  transactions  whereby
favorable  business  opportunities  are provided and allow the Company to pursue
its business plans, the market price may increase.

         The holders of Common Stock of the Company are entitled to one vote for
each share held of record on all matters to be voted on by the  shareholders  of
the Company.

         The holders of Common Stock are entitled to receive dividends when, as,
and if  declared  by the  board  of  directors  out of funds  legally  available
therefor.  The Company has not recently  paid  dividends on its shares of Common
Stock  and  does  not  intend  to do so in the  near  future.  In the  event  of
liquidation, dissolution or winding up of the Company, the holders of the shares
of Common Stock are entitled to share ratably in all assets remaining  available
for  distribution  to them after payment of liabilities  and after provision has
been made for each class of stock,  if any,  having  preference  over the Common
Stock. Holders of shares of Common Stock have no conversion, preemptive or other
subscription  rights, and there are no redemption  provisions  applicable to the
Common Stock.

         On May 4, 2005,  the action to  authorize  an increase in the number of
authorized  shares of Common Stock from 45,000,000 to 75,000,000 was approved by
written  consent  of  the  holders  representing   approximately  98.5%  of  the
outstanding voting securities of the Company.

         On May 4, 2005,  the board of directors  authorized  the increase,  and
thereafter  an  amendment  to  Article  FOURTH  of  the  Company's  Articles  of
Incorporation.   A  form  of   Certificate  of  Amendment  to  the  Articles  of
Incorporation  of the  Company is  attached  to this  Information  Statement  as
Exhibit A.

         The  approval  of an  amendment  to the  Articles of  Incorporation  to
increase  the  number  of  authorized   shares  of  Common  Stock  requires  the
affirmative  vote of a majority of the shares of voting  securities  outstanding
and  entitled  to vote.  On May 4,  2005,  the  action to change the name of the
Company was approved by written  consent of holders  representing  approximately
98.5% of the outstanding  voting securities of the Company.  As such, no vote or
further  action of the  stockholders  of the  Company is required to approve the
name change.  You are hereby being  provided  with notice of the approval of the
name change by less than unanimous  written  consent of the  stockholders of the
Company.

         The  Company  intends  to file  the  Certificate  of  Amendment  to the
Articles of  Incorporation  with the  Secretary  of State of the State of Nevada
promptly after the twentieth day after the date this  Information  Statement has
first been sent to stockholders.


                                       20



                              STOCK INCENTIVE PLAN
GENERAL

         On May 4, 2005, the action to adopt the Company's 2005 Stock  Incentive
Plan  (the  "2005  Plan")  was  approved  by  written  consent  of  the  holders
representing  approximately  98.5% of the outstanding  voting  securities of the
Company.

         On May 4, 2005, the Board of Directors of the Company approved the 2005
Plan. The 2005 Plan, and a form of stock option agreement  issuable with respect
to stock options  issued under the 2005 Plan,  are attached to this  Information
Statement as Exhibit B.

         The  approval  of the 2005  Plan  requires  the  affirmative  vote of a
majority of the shares of voting securities outstanding and entitled to vote. On
May 4, 2005, the action to approve the 2005 Plan was approved by written consent
of holders representing approximately 98.5% of the outstanding voting securities
of the Company.  As such, no vote or further action of the  stockholders  of the
Company is required to approve the name change.  You are hereby  being  provided
with notice of the  approval of the name change by less than  unanimous  written
consent of the stockholders of the Company.

         The  Board of  Directors  approved  the 2005  Plan to  ensure  that the
Company has adequate  ways in which to provide stock based  compensation  to its
directors,  officers,  employees and  consultants.  The Board  believes that the
ability to grant stock-based  compensation,  such as stock options, is important
to the Company's future success. The grant of stock-based compensation,  such as
stock options,  can motivate high levels of performance and provide an effective
means of  recognizing  employee and  consultant  contributions  to the Company's
success. In addition, stock-based compensation can be valuable in recruiting and
retaining  highly  qualified  technical and other key personnel who are in great
demand,  as well as rewarding and providing  incentives to the Company's current
employees and consultants.

         At May 4, 2005,  the last  reported  sales price of the common stock on
the Over the Counter Bulletin Board was $0.40 per share.


SUMMARY OF THE 2005 PLAN

The principal  terms and provisions of the 2005 Plan are summarized  below. As a
summary, the description below is not a complete description of all of the terms
of the 2005 Plan and is  qualified in its entirety by reference to the full text
of the 2005 Plan, which is appended as Exhibit B to this Information Statement.

TYPES OF AWARDS.  Both incentive stock options,  or ISOs, and nonqualified stock
options, or NSOs, may be granted under the 2005 Plan. ISOs receive favorable tax
treatment on exercise,  and may receive  favorable tax treatment on a qualifying
disposition of the  underlying  shares.  However,  ISOs must comply with certain
requirements  regarding  exercise  price,  maximum  term  and  post  termination
exercise period, and must be issued under a shareholder-approved  plan. NSOs are
not subject to these  requirements,  nor may they  receive  this  favorable  tax
treatment upon exercise.  The 2005 Plan also permits the grant of stock purchase
rights whereby the recipient is permitted the right to purchase  shares reserved
under the plan for a period of time.


                                       21



NUMBER OF SHARES. Subject to adjustment as described below, the number of shares
that  would be  available  for  grant of stock  options  under  the 2005 Plan is
2,500,000 (immediately following the reverse split).

ADMINISTRATION.  The 2005 Plan will be  administered  by the Board of Directors.
The Board of Directors has the authority to select the eligible  participants to
whom  awards are  granted,  to  determine  the types of awards and the number of
shares  covered and to set the terms,  conditions and provisions of such awards,
to cancel or suspend  awards under certain  conditions,  and to  accelerate  the
exercisability  of awards.  The Board will be  authorized  to interpret the 2005
Plan, to establish, amend, and rescind any rules and regulations relating to the
2005 Plan,  to determine the terms of  agreements  entered into with  recipients
under the 2005 Plan, and to make all other determinations which may be necessary
or advisable for the administration of the 2005 Plan.

ELIGIBILITY.  Options and rights to purchase may be granted  under the 2005 Plan
to  officers,  directors,  employees  and  consultants  of the  Company  and its
subsidiaries,  including  Antik  Denim,  LLC,  as the  Board  from  time to time
selects. As of May 4, 2005, all officers,  directors,  employees and consultants
of the Company or Antik would have been  eligible  to receive  awards  under the
2005 Plan.

STOCK OPTION GRANTS.  The exercise  price per share of Common Stock  purchasable
under any stock option will be determined by the Board,  but cannot in any event
be less than 100% of the fair market  value of the Common  Stock on the date the
option is  granted.  The Board  shall  determine  the term of each stock  option
(subject to a maximum of 10 years) and each option will be exercisable  pursuant
to a vesting schedule  determined by the Board. The grants and the terms of ISOs
shall be  restricted  to the extent  required for  qualification  as ISOs by the
Code.  Subject to approval of the Board,  options may be exercised by payment of
the exercise price in cash, shares of Common Stock,  which have been held for at
least six months,  or pursuant to a "cashless  exercise" through a broker-dealer
under an  arrangement  approved  by the  Company.  The  Company  may require the
grantee to pay to the Company any applicable  withholding taxes that the Company
are required to withhold with respect to the grant or exercise of any award. The
withholding tax may be paid in cash or, subject to applicable law, the Board may
permit the grantee to satisfy such obligations by the withholding or delivery of
shares of Common Stock. We may withhold from any shares of Common Stock issuable
pursuant to an option or from any cash amounts otherwise due from the Company to
the recipient of the award an amount equal to such taxes.

STOCK PURCHASE  RIGHTS.  Stock purchase rights are generally  treated similar to
stock  options  with  respect to  exercise/purchase  price,  exercisability  and
vesting.

ADJUSTMENTS.  In the event of any change affecting the shares of Common Stock by
reason of any stock dividend or split, recapitalization,  merger, consolidation,
spin-off,  combination or exchange of shares or other similar  corporate change,
or any distribution to shareholders  other than cash dividends,  the Board shall
make such substitution or adjustment in the aggregate number of shares which may
be  distributed  under the 2005 Plan and in the number  and  option  price as it
deems to be appropriate in order to maintain the purpose of the original grant.

TRANSFERABILITY.  No option will be assignable or otherwise  transferable by the
grantee other than by will or the laws of descent and  distribution  and, during
the grantee's lifetime, an option may be exercised only by the grantee.

TERMINATION  OF SERVICE.  If a grantee's  service to the Company  terminates  on
account of death,  disability  or  retirement,  then the  grantee's  unexercised
options, if exercisable  immediately prior to the grantee's death, disability or
retirement,  may be exercised in whole or in part, not later than one year after
such event. If a grantee's service to the Company terminates for cause, then the
grantee's unexercised option


                                       22



terminates effective  immediately upon such termination.  If a grantee's service
to the Company terminates for any other reason,  then the grantee's  unexercised
options, to the extent exercisable immediately prior to such termination,  shall
remain  exercisable,  and may be exercised in whole or in part,  for a period of
three months after such termination of employment

CHANGE OF CONTROL AND CERTAIN CORPORATE  TRANSACTIONS.  Generally,  a "Change of
Control" shall mean (i) the  consummation  of a merger or  consolidation  of the
Company with or into another entity or any other  corporate  reorganization,  if
more  than  80% of the  combined  voting  power  (which  voting  power  shall be
calculated  by assuming  the  conversion  of all equity  securities  convertible
(immediately  or at some  future  time) into shares  entitled  to vote,  but not
assuming the exercise of any warrant or right to subscribe to or purchase  those
shares)  of  the  continuing  or  surviving  entity's   securities   outstanding
immediately after such merger,  consolidation or other  reorganization is owned,
directly  or  indirectly,  by persons who were not  shareholders  of the Company
immediately  prior  to  such  merger,  consolidation  or  other  reorganization;
provided,  however,  that  in  making  the  determination  of  ownership  by the
shareholders  of the  Company,  immediately  after  the  reorganization,  equity
securities  which  persons  own  immediately   before  the   reorganization   as
shareholders of another party to the transaction  shall be disregarded;  or (ii)
the sale,  transfer  or other  disposition  of all or  substantially  all of the
Company's assets.

A transaction shall not constitute a Change of Control if its sole purpose is to
change the state of the Company's  incorporation  or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

If a Change of Control occurs, the Board will determine, in its sole discretion,
whether to  accelerate  any  vested or  unvested  portion  of any option  grant.
Additionally,  if a Change of Control occurs,  any agreement between the Company
and  any  other  party  to the  Change  of  Control  may  provide  for  (1)  the
continuation of any outstanding  awards,  (2) the assumption of the 2005 Plan or
any  awards  by  the  surviving  corporation  or  any  of  its  affiliates,  (3)
cancellation of awards and substitution of other awards with  substantially  the
same terms or economic value as the cancelled awards, or (4) cancellation of any
vested or unvested portion of awards,  subject to providing notice to the option
holder.

LOANS AND  GUARANTEES.  Subject to applicable law, the Board has sole discretion
to allow a grantee to defer  payment to the Company of all or part of the option
price or to cause the Company to loan or guarantee a  third-party  loan,  to the
grantee  for all or  part  of the  option  price  or all or  part  of the  taxes
resulting from the exercise of an award.

AMENDMENT AND TERMINATION. The Board of Directors may amend the 2005 Plan in any
and all  respects  without  shareholder  approval,  except  as such  shareholder
approval may be required  pursuant to the listing  requirements  of any national
market system or securities  exchange on which the Company's  equity  securities
are listed.

Unless sooner terminated by the Board of Directors, the 2005 Plan will terminate
on May 4, 2015.

TAX ASPECTS OF THE 2005 PLAN

FEDERAL  INCOME  TAX  CONSEQUENCES.  The  following  discussion  summarizes  the
material  federal income tax consequences to the Company and the participants in
connection  with the 2005  Plan  under  existing  applicable  provisions  of the
Internal Revenue Code (the "Code") and the regulations  adopted pursuant to such
code. The  discussion is general in nature and does not address issues  relating
to the income tax circumstances of any specific  individual  employee or holder.
The discussion is subject to possible  future changes in the law. The discussion
does not address the consequences of state, local or foreign tax laws.


                                       23



NONQUALIFIED  STOCK OPTIONS. A recipient will not have any taxable income at the
time an NSO is granted nor will the  Company be entitled to a deduction  at that
time.  When an NSO is exercised,  the grantee will have taxable  ordinary income
(whether  the option  price is paid in cash or by  surrender  of  already  owned
shares of Common Stock), and the Company will be entitled to a tax deduction, in
an amount  equal to the excess of the fair  market  value of the shares to which
the option exercise pertains over the option exercise price.

INCENTIVE STOCK OPTIONS.  A grantee will not have any taxable income at the time
an ISO is  granted.  Furthermore,  a grantee  will not have  income  taxable for
federal  income tax  purposes  at the time the ISO is  exercised.  However,  the
excess of the fair market  value of the shares at the time of exercise  over the
exercise price will be a tax preference  item in the year of exercise that could
create an  alternative  minimum tax  liability  for the year of  exercise.  If a
grantee disposes of the shares acquired on exercise of an ISO after the later of
two years after the grant of the ISO and one year after exercise of the ISO, the
gain (i.e., the excess of the proceeds  received over the option price), if any,
will be long-term  capital gain eligible for favorable tax rates under the Code.
If the grantee  disposes of the shares  within two years of the grant of the ISO
or within one year of exercise of the ISO, the  disposition is a  "disqualifying
disposition,"  and the grantee will have taxable  ordinary income in the year of
the disqualifying  disposition equal to the lesser of (a) the difference between
the fair market value of the shares and the exercise  price of the shares at the
time of option  exercise,  or (b) the difference  between the sales price of the
shares and the exercise price of the shares.  Any gain realized from the time of
option exercise to the time of the disqualifying  disposition would be long-term
or short-term capital gain,  depending on whether the shares were sold more than
one  year  or up to and  through  one  year  respectively,  after  the  ISO  was
exercised.

The Company is not  entitled to a deduction as a result of the grant or exercise
of an ISO. If the grantee  has  ordinary  income  taxable as  compensation  as a
result of a  disqualifying  disposition,  the Company will then be entitled to a
deduction in the same amount as the grantee recognizes ordinary income.

STOCK PURCHASE  RIGHTS. A recipient will not have any taxable income at the time
a stock  purchase  right is  granted  nor  will the  Company  be  entitled  to a
deduction at that time.  When the stock  purchased under any such right is sold,
the  recipient  will  recognize  taxable  ordinary  income or short or long term
capital gain, depending on how long the shares have been held.

Generally, Section 162(m) of the Code does not allow a tax deduction to be taken
by a public company for certain  compensation to the chief executive officer and
the four highest  compensated  employees  that exceeds  $1,000,000 for each such
employee in a taxable year.  Section 162(m) of the Code provides an exception to
this compensation deduction limitation in the case of certain  performance-based
compensation.  The 2005 Plan and the grants of awards thereunder are intended to
meet this performance-based compensation exception.

AWARDS UNDER THE 2005 PLAN

Awards under the 2005 Plan are made by the Board.  The Board does not  currently
anticipate  granting stock options to any particular  individual  under the 2005
Plan.

EQUITY COMPENSATION PLAN INFORMATION

The following  table sets forth  information  concerning  the  Company's  equity
compensation plans as of May 4, 2005.

                                       24





                                     NUMBER OF SECURITIES TO BE      WEIGHTED-AVERAGE         NUMBER OF SECURITIES
                                      ISSUED UPON EXERCISE OF       EXERCISE PRICE OF       REMAINING AVAILABLE FOR
                                        OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,      FUTURE ISSUANCE UNDER
                                        WARRANTS AND RIGHTS        WARRANTS AND RIGHTS     EQUITY COMPENSATION PLANS
                                     --------------------------    --------------------    -------------------------

Equity compensation plans
                                                                                               
approved by security holders.....                0                        $N/A                          0

                                     --------------------------                            -------------------------
   Total.........................                0                        $N/A                          0
                                     ==========================                            =========================


Information  regarding the 2005 Stock  Incentive  Plan is provided above in this
Information   Statement  under  the  heading  "Stock  Incentive  Plan,"  and  is
incorporated herein by this reference.


                                       25



                              AVAILABLE INFORMATION

         Please read all the sections of this information  statement  carefully.
The  Company is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended  ("Exchange Act") and in accordance  therewith,
files reports,  proxy  statements and other  information with the Securities and
Exchange Commission. These reports, proxy statements and other information filed
by the  company  with the SEC may be  inspected  without  charge  at the  public
reference  section  of the SEC at  Judiciary  Plaza,  450  Fifth  Street,  N.W.,
Washington,  DC 20549. Copies of this material also may be obtained from the SEC
at prescribed  rates.  The SEC also  maintains a website that contains  reports,
proxy  and  information   statements  and  other  information  regarding  public
companies  that file  reports  with the SEC.  Copies of these  materials  may be
obtained from the SEC's website at http://www.sec.gov.

                    INCORPORATION OF INFORMATION BY REFERENCE

         The  following  documents,  which  are  on  file  with  the  Commission
(Exchange Act File No. 000-33297) are incorporated in this Information Statement
by reference and made a part hereof:  

         (i)      Annual  Report  on Form  10-KSB,  for the  fiscal  year  ended
                  December 31, 2004.

         (ii)     Quarterly  Report on Form 10-QSB for the  quarter  ended March
                  31, 2005.

         (iii)    Current Report on Form 8-K filed April 29, 2005, reporting the
                  closing  of the  transactions  contemplated  by  the  Exchange
                  Agreement with Antik Denim, LLC.

         (iv)     Current  Report on Form 8-K filed  April 15,  2005,  reporting
                  execution of the Exchange Agreement with Antik Denim, LLC.

         (v)      Current Report on Form 8-K filed March 28, 2005, reporting the
                  entry into a letter of intent with Antik Denim, LLC.

         (vi)     Schedule  14f-1  Information  Statement  filed April 19, 2005,
                  reporting  the proposed  change in control of the Company as a
                  result of the acquisition of Antik Denim, LLC.

         All  documents  filed by the company  with the  Commission  pursuant to
Section  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the date of this
information  statement and prior to the effective date hereof shall be deemed to
be incorporated by reference in this  information  statement and shall be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated by reference in this information statement and filed with
the Commission prior to the date of this  information  statement shall be deemed
to be modified or superseded for purposes of this  information  statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which is deemed to be  incorporated  by reference  herein,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
information statement.


                                       26



         The Company  will  provide  without  charge to each person to whom this
information statement is delivered, upon written or oral request of such person,
a copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such  documents,  unless such exhibits are  specifically
incorporated by reference into such  documents).  Written or telephone  requests
should  be  directed  to the  Company  at  5804  E.  Slauson  Avenue,  Commerce,
California 90040, and its telephone number is (323) 725-5555.


MARINE JET TECHNOLOGY CORP.

Commerce, California
May 16, 2005


                                       27



                                    EXHIBIT A


                            CERTIFICATE OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                           MARINE JET TECHNOLOGY CORP.

                         ------------------------------
                        PURSUANT TO SECTION 78.390 OF THE
                        GENERAL CORPORATION LAW OF NEVADA
                          -----------------------------


         The   undersigned    President   of   Marine   Jet   Technology   Corp.
("Corporation") DOES HEREBY CERTIFY:

         FIRST:  The name of the Corporation is Marine Jet Technology Corp.

         SECOND:  The  stockholders of the Corporation  approved a change in the
name of the  Corporation  and Article First is hereby amended in its entirety to
read as follows:

                                  ARTICLE FIRST

         The name of the Corporation is Blue Holdings, Inc.

         THIRD: The stockholders of the Corporation  approved an increase in the
number of authorized  shares of the Company's Common Stock and Article Fourth of
the Articles of Incorporation is amended in its entirety to read as follows:

                                 ARTICLE FOURTH

         The  aggregate  number  of  shares of all  classes  of stock  which the
         Corporation  shall have  authority to issue is  80,000,000  shares,  of
         which 75,000,000 shares shall be classified as common stock, $0.001 par
         value  per  share  ("Common  Stock"),  and  5,000,000  shares  shall be
         classified as preferred stock,  $0.001 par value per share  ("Preferred
         Stock"). The Common Stock and/or Preferred Stock of the Corporation may
         be issued from time to time  without the  approval of the  stockholders
         and for such  consideration  as may be fixed  from  time to time by the
         board of  directors.  The board of  directors  may issue such shares of
         Common Stock and/or  Preferred  Stock in one or more series,  with such
         voting powers, designations,  preferences and rights or qualifications,
         limitations or restrictions thereof as shall be sated in the resolution
         or resolutions.


                                       28



         FOURTH:  The foregoing  Amendment of the Articles of Incorporation  was
duly  approved by the  Corporation's  Board of Directors and was duly adopted by
the consent of the holders of a majority of the outstanding  voting stock of the
Corporation.

         IN WITNESS WHEREOF,  I have executed this Certificate of Amendment this
___ day of June, 2005.

                                           -------------------------------------
                                           Paul Guez, President


                                       29



                                    EXHIBIT B

                            2005 STOCK INCENTIVE PLAN


                       SECTION 1: GENERAL PURPOSE OF PLAN

         The name of this plan is the 2005 Stock  Incentive  Plan (the  "PLAN").
The  purpose of the Plan is to enable  Marine  Jet  Technology  Corp.,  a Nevada
corporation  (the  "COMPANY"),  and any Parent or any  Subsidiary  to obtain and
retain the services of the types of  Employees,  Consultants  and  Directors who
will  contribute to the Company's  long range success and to provide  incentives
which are linked  directly to  increases  in share value which will inure to the
benefit of all shareholders of the Company.

                             SECTION 2: DEFINITIONS

   For purposes of the Plan,  the following  terms shall be defined as set forth
below:

         "ADMINISTRATOR"  shall  have the  meaning  as set forth in  SECTION  3,
hereof.

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

         "CAUSE"  means (i)  failure  by an  Eligible  Person  to  substantially
perform his or her duties and  obligations  to the Company  (other than any such
failure resulting from his or her incapacity due to physical or mental illness);
(ii)  engaging in misconduct or a fiduciary  breach which is or  potentially  is
materially  injurious to the Company or its shareholders;  (iii) commission of a
felony;  (iv)  the  commission  of a  crime  against  the  Company  which  is or
potentially is materially injurious to the Company; or (v) as otherwise provided
in the Stock Option Agreement or Stock Purchase Agreement.  For purposes of this
Plan,  the existence of Cause shall be determined  by the  Administrator  in its
sole discretion.

         "CHANGE IN CONTROL" shall mean:

         (1) The  consummation of a merger or  consolidation of the Company with
or into another entity or any other corporate  reorganization,  if more than 80%
of the combined voting power (which voting power shall be calculated by assuming
the  conversion of all equity  securities  convertible  (immediately  or at some
future time) into shares  entitled to vote, but not assuming the exercise of any
warrant or right to subscribe to or purchase  those shares) of the continuing or
Surviving  Entity's  securities  outstanding   immediately  after  such  merger,
consolidation  or other  reorganization  is owned,  directly or  indirectly,  by
persons  who were not  shareholders  of the  Company  immediately  prior to such
merger, consolidation or other reorganization; PROVIDED, HOWEVER, that in making
the  determination of ownership by the shareholders of the Company,  immediately
after the reorganization, equity securities which persons own immediately before
the  reorganization as shareholders of another party to the transaction shall be
disregarded; or

         (2) The sale, transfer or other disposition of all or substantially all
of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's  incorporation  or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.


                                       30



         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

         "COMMITTEE"  means a committee of the Board  designated by the Board to
administer the Plan.

         "COMPANY"  means Marine Jet Technology  Corp., a corporation  organized
under the laws of the State of Nevada (or any successor corporation).

         "CONSULTANT"  means a consultant or advisor who is a natural person and
who  provides  bona fide  services  to the  Company,  a Parent or a  Subsidiary;
provided  such  services  are  not in  connection  with  the  offer  or  sale of
securities in a  capital-raising  transaction  and do not directly or indirectly
promote or maintain a market for the Company's securities.

         "DATE OF  GRANT"  means the date on which  the  Administrator  adopts a
resolution  expressly  granting a Right to a Participant or, if a different date
is set forth in such  resolution as the Date of Grant,  then such date as is set
forth in such resolution.

         "DIRECTOR" means a member of the Board.

         "DISABILITY"  means  that the  Optionee  is  unable  to  engage  in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment; provided, however, for purposes of determining the term of an
ISO pursuant to SECTION 6.6 hereof,  the term Disability  shall have the meaning
ascribed to it under Code  Section  22(e)(3).  The  determination  of whether an
individual has a Disability shall be determined under procedures  established by
the Plan Administrator.

         "ELIGIBLE  PERSON"  means an  Employee,  Consultant  or Director of the
Company, any Parent or any Subsidiary.

         "EMPLOYEE"  shall  mean any  individual  who is a  common-law  employee
(including officers) of the Company, a Parent or a Subsidiary.

         "EXERCISE  PRICE"  shall  have the  meaning  set forth in  SECTION  6.3
hereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FAIR  MARKET  VALUE"  shall  mean  the fair  market  value of a Share,
determined  as  follows:  (i) if the Stock is listed  on any  established  stock
exchange or a national market system,  including  without  limitation the Nasdaq
National Market,  the Fair Market Value of a share of Stock shall be the closing
sales price for such stock (or the closing  bid, if no sales were  reported)  as
quoted on such system or exchange (or the exchange  with the greatest  volume of
trading  in the  Stock)  on the  last  market  trading  day  prior to the day of
determination,  as reported in the WALL STREET  JOURNAL or such other  source as
the  Administrator  deems  reliable;  (ii) if the Stock is quoted on the  Nasdaq
System (but not on the Nasdaq National Market) or any similar system whereby the
stock is  regularly  quoted by a recognized  securities  dealer but closing sale
prices are not reported,  the Fair Market Value of a share of Stock shall be the
mean between the bid and asked  prices for the Stock on the last market  trading
day prior to the day of determination, as reported


                                       31



in the WALL  STREET  JOURNAL or such  other  source as the  Administrator  deems
reliable;  or (iii) in the absence of an established  market for the Stock,  the
Fair Market Value shall be  determined  in good faith by the  Administrator  and
such determination shall be conclusive and binding on all persons.

         "ISO" means a Stock Option  intended to qualify as an "incentive  stock
option" as that term is defined in Section 422(b) of the Code.

         "NON-EMPLOYEE  DIRECTOR"  means a  member  of the  Board  who is not an
Employee of the Company, a Parent or Subsidiary,  who satisfies the requirements
of such term as defined in Rule 16b-3(b)(3)(i) promulgated by the Securities and
Exchange Commission.

         "NON-QUALIFIED  STOCK  OPTION"  means a Stock  Option not  described in
Section 422(b) of the Code.

         "OFFEREE"  means a Participant who is granted a Purchase Right pursuant
to the Plan.

         "OPTIONEE"  means a Participant  who is granted a Stock Option pursuant
to the Plan.

         "OUTSIDE  DIRECTOR"  means a member of the Board who is not an Employee
of the Company,  a Parent or Subsidiary,  who satisfies the requirements of such
term as defined in Treasury  Regulations (26 Code of Federal  Regulation Section
1.162-27(e)(3)).

         "PARENT" means any corporation  (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock  possessing 50% or more of the total combined voting
power of all classes of stock in one of the other  corporations in such chain. A
corporation  that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.

         "PARTICIPANT"  means any Eligible Person selected by the Administrator,
pursuant to the  Administrator's  authority  in SECTION 3, to receive  grants of
Rights.

         "PLAN" means this 2005 Stock Incentive Plan, as the same may be amended
or supplemented from time to time.

         "PURCHASE PRICE" shall have the meaning set forth in SECTION 7.3.

         "PURCHASE  RIGHT" means the right to purchase Stock granted pursuant to
SECTION 7.

         "RIGHTS" means Stock Options and Purchase Rights.

         "REPURCHASE  RIGHT"  shall have the meaning set forth in SECTION 8.7 of
the Plan.

         "SERVICE" shall mean service as an Employee, Director or Consultant.

         "STOCK" means Common Stock, par vaule $0.001 per share, of the Company.


                                       32



         "STOCK OPTION" or "OPTION" means an option to purchase  shares of Stock
granted pursuant to SECTION 6.

         "STOCK  OPTION  AGREEMENT"  shall have the meaning set forth in SECTION
6.1.

         "STOCK PURCHASE  AGREEMENT" shall have the meaning set forth in SECTION
7.1.

         "SUBSIDIARY"  means any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a  Subsidiary  on a date after the  adoption  of the Plan shall be
considered a Subsidiary commencing as of such date.

         "SURVIVING  ENTITY"  means the  Company if  immediately  following  any
merger,  consolidation or similar transaction, the holders of outstanding voting
securities of the Company  immediately  prior to the merger or consolidation own
equity  securities  possessing  more  than  50%  of  the  voting  power  of  the
corporation existing following the merger, consolidation or similar transaction.
In all other  cases,  the other  entity to the  transaction  and not the Company
shall be the Surviving  Entity.  In making the determination of ownership by the
shareholders of an entity immediately after the merger, consolidation or similar
transaction,  equity securities which the shareholders  owned immediately before
the merger,  consolidation  or similar  transaction as  shareholders  of another
party to the  transaction  shall be  disregarded.  Further,  outstanding  voting
securities of an entity shall be  calculated  by assuming the  conversion of all
equity securities  convertible  (immediately or at some future time) into shares
entitled to vote.

         "TEN PERCENT SHAREHOLDER" means a person who on the Date of Grant owns,
either  directly or through  attribution as provided in Section 424 of the Code,
Stock  constituting  more than 10% of the  total  combined  voting  power of all
classes  of  stock  of his or  her  employer  corporation  or of any  Parent  or
Subsidiary.

                            SECTION 3: ADMINISTRATION

         3.1      ADMINISTRATOR.  The Plan shall be  administered  by either (i)
the Board or (ii) the Committee (the group that administers the Plan is referred
to as the "ADMINISTRATOR").

         3.2      POWERS IN GENERAL.  The Administrator shall have the power and
authority to grant to Eligible  Persons,  pursuant to the terms of the Plan, (i)
Stock Options, (ii) Purchase Rights or (iii) any combination of the foregoing.

         3.3      SPECIFIC POWERS. In particular,  the Administrator  shall have
the authority:  (i) to construe and interpret the Plan and apply its provisions;
(ii) to  promulgate,  amend and rescind  rules and  regulations  relating to the
administration of the Plan; (iii) to authorize any person to execute,  on behalf
of the Company,  any instrument  required to carry out the purposes of the Plan;
(iv) to determine when Rights are to be granted under the Plan; (v) from time to
time to  select,  subject  to the  limitations  set  forth in this  Plan,  those
Eligible  Persons to whom Rights shall be granted;  (vi) to determine the number
of shares of Stock to be made subject to each 


                                       33



Right;  (vii)  to  determine  whether  each  Stock  Option  is to be an ISO or a
Non-Qualified Stock Option; (viii) to prescribe the terms and conditions of each
Stock Option and Purchase Right,  including,  without  limitation,  the Exercise
Price,  Purchase Price and medium of payment,  vesting provisions and repurchase
provisions, and to specify the provisions of the Stock Option Agreement or Stock
Purchase Agreement relating to such grant or sale; (ix) to amend any outstanding
Rights for the purpose of modifying the time or manner of vesting,  the Purchase
Price or  Exercise  Price,  as the  case may be,  subject  to  applicable  legal
restrictions  and to the  consent of the other party to such  agreement;  (x) to
determine the duration and purpose of leaves of absences which may be granted to
a Participant without constituting  termination of their employment for purposes
of the Plan;  (xi) to make decisions  with respect to outstanding  Stock Options
that may become  necessary  upon a change in corporate  control or an event that
triggers  anti-dilution  adjustments;  (xii) to the extent  permitted by law, by
resolution  adopted by the  Board,  to  authorize  one or more  officers  of the
Company to do one or both of the following:  (a) designate eligible officers and
employees of the Company or any of its  subsidiaries  to be recipients of Awards
and (b)  determine the number of such Awards to be received by such officers and
employees,  provided that the resolution so authorizing such officer or officers
shall specify the total number of Awards such officer or officers may award; and
(xiii)  to make  any and all  other  determinations  which it  determines  to be
necessary or advisable for administration of the Plan.

         3.4      DECISIONS  FINAL.  All  decisions  made  by the  Administrator
pursuant to the provisions of the Plan shall be final and binding on the Company
and the Participants.

         3.5      THE  COMMITTEE.  The  Board  may,  in its  sole  and  absolute
discretion,  from  time to time,  and at any  period  of time  during  which the
Company's Stock is registered  pursuant to Section 12 of the Exchange Act shall,
delegate any or all of its duties and authority  with respect to the Plan to the
Committee  whose  members are to be appointed by and to serve at the pleasure of
the Board. From time to time, the Board may increase or decrease the size of the
Committee,  add  additional  members to, remove  members (with or without cause)
from, appoint new members in substitution therefor, and fill vacancies,  however
caused,  in the  Committee.  The  Committee  shall act pursuant to a vote of the
majority of its members  or, in the case of a  committee  comprised  of only two
members, the unanimous consent of its members, whether present or not, or by the
unanimous  written  consent of the majority of its members and minutes  shall be
kept of all of its meetings and copies  thereof  shall be provided to the Board.
Subject to the limitations  prescribed by the Plan and the Board,  the Committee
may  establish  and follow  such rules and  regulations  for the  conduct of its
business as it may determine to be  advisable.  During any period of time during
which the Company's  Stock is registered  pursuant to Section 12 of the Exchange
Act, all members of the Committee  shall be  Non-Employee  Directors and Outside
Directors.

         3.6      INDEMNIFICATION.   In  addition   to  such  other   rights  of
indemnification  as they may have as Directors or members of the Committee,  and
to the extent  allowed by  applicable  law,  the  Administrator  and each of the
Administrator's  consultants  shall be  indemnified  by the Company  against the
reasonable expenses,  including attorney's fees, actually incurred in connection
with any action, suit or proceeding or in connection with any appeal therein, to
which the  Administrator or any of its consultants may be party by reason of any
action taken or failure to


                                       34



act under or in connection  with the Plan or any option  granted under the Plan,
and against all amounts paid by the  Administrator  or any of its consultants in
settlement  thereof  (provided  that the  settlement  has been  approved  by the
Company,  which  approval  shall not be  unreasonably  withheld)  or paid by the
Administrator  or any of its  consultants in  satisfaction  of a judgment in any
such action,  suit or  proceeding,  except in relation to matters as to which it
shall be adjudged in such action,  suit or proceeding that such Administrator or
any of its  consultants  did not act in good  faith and in a manner  which  such
person  reasonably  believed to be in the best interests of the Company,  and in
the case of a criminal  proceeding,  had no reason to believe  that the  conduct
complained  of was  unlawful;  PROVIDED,  HOWEVER,  that  within  60 days  after
institution of any such action, suit or proceeding, such Administrator or any of
its consultants shall, in writing,  offer the Company the opportunity at its own
expense to handle and defend such action, suit or proceeding.

                      SECTION 4: STOCK SUBJECT TO THE PLAN

         4.1      STOCK  SUBJECT TO THE PLAN.  Subject to adjustment as provided
in SECTION 9,  2,500,000  shares of Common Stock shall be reserved and available
for issuance under the Plan. Stock reserved  hereunder may consist,  in whole or
in part, of authorized and unissued shares or treasury  shares.  Notwithstanding
any portion of the foregoing to the contrary, no adjustment shall be made to the
shares subject to this Plan with respect to the Company's proposed reverse stock
split anticipated to occur on or around June 2005.

         4.2      BASIC LIMITATION. The maximum number of shares with respect to
which  Options,  awards or sales of Stock may be  granted  under the Plan to any
Participant  in any one calendar year shall be 1,000,000  shares.  The number of
shares that are subject to Rights  under the Plan shall not exceed the number of
shares that then remain  available  for  issuance  under the Plan.  The Company,
during the term of the Plan,  shall at all times  reserve  and keep  available a
sufficient number of shares to satisfy the requirements of the Plan.

         4.3      ADDITIONAL SHARES. In the event that any outstanding Option or
other right for any reason expires or is canceled or otherwise  terminated,  the
shares allocable to the unexercised  portion of such Option or other right shall
again be available for the purposes of the Plan. In the event that shares issued
under  the Plan are  reacquired  by the  Company  pursuant  to the  terms of any
forfeiture  provision  or  right  of  repurchase,  such  shares  shall  again be
available for the purposes of the Plan.

                             SECTION 5: ELIGIBILITY

         Eligible  Persons  who  are  selected  by the  Administrator  shall  be
eligible to be granted Rights hereunder subject to limitations set forth in this
Plan;  PROVIDED,  HOWEVER,  that only Employees  shall be eligible to be granted
ISOs hereunder.

                   SECTION 6: TERMS AND CONDITIONS OF OPTIONS.

         6.1      STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be  evidenced  by a Stock  Option  Agreement  between the Optionee and the
Company  (the "STOCK  OPTION  AGREEMENT").  Such Option  shall be subject to all
applicable  terms and  conditions  of the 


                                       35



Plan  and may be  subject  to any  other  terms  and  conditions  which  are not
inconsistent  with the Plan and which the  Administrator  deems  appropriate for
inclusion in a Stock  Option  Agreement.  The  provisions  of the various  Stock
Option Agreements entered into under the Plan need not be identical.

         6.2      NUMBER OF SHARES.  Each Stock Option  Agreement  shall specify
the number of shares of Stock that are  subject to the Option and shall  provide
for the  adjustment  of such number in  accordance  with SECTION 9, hereof.  The
Stock  Option  Agreement  shall also  specify  whether the Option is an ISO or a
Non-Qualified Stock Option.

         6.3      EXERCISE PRICE.

                  6.3.1    IN GENERAL.  Each Stock Option  Agreement shall state
the price at which  shares  subject to the Stock  Option may be  purchased  (the
"EXERCISE PRICE"),  which shall, with respect to Incentive Stock Options, be not
less than 100% of the Fair  Market  Value of the Stock on the Date of Grant.  In
the case of Non-Qualified Stock Options,  the Exercise Price shall be determined
in the  sole  discretion  of the  Administrator;  provided,  however,  that  the
Exercise  Price shall be no less than 85% of the Fair Market Value of the shares
on the Date of Grant of the Non-Qualified Stock Option.

                  6.3.2    TEN PERCENT  SHAREHOLDER.  A Ten Percent  Shareholder
shall not be eligible for  designation  as an Optionee or Purchaser,  unless (i)
the Exercise Price of a Non-Qualified  Stock Option is at least 110% of the Fair
Market Value of a Share on the Date of Grant, or (ii) in the case of an ISO, the
Exercise  Price is at least 110% of the Fair Market Value of a Share on the Date
of Grant and such ISO by its terms is not  exercisable  after the  expiration of
five years from the Date of Grant.

                  6.3.3    NON-APPLICABILITY.  The  Exercise  Price  restriction
applicable  to  Non-Qualified  Stock  Options  required  by  SECTIONS  6.3.1 and
6.3.2(I)  shall be  inoperative  if a  determination  is made by counsel for the
Company  that  such  Exercise  Price   restrictions  are  not  required  in  the
circumstances under applicable federal or state securities laws.

                  6.3.4    PAYMENT.  The  Exercise  Price  shall be payable in a
form described in SECTION 8 hereof.

         6.4      WITHHOLDING  TAXES.  As a  condition  to  the  exercise  of an
Option,  the Optionee shall make such  arrangements as the Board may require for
the  satisfaction  of any  federal,  state,  local or  foreign  withholding  tax
obligations  that  may  arise  in  connection  with  such  exercise  or with the
disposition of shares acquired by exercising an Option.

         6.5      EXERCISABILITY.  Each Stock Option Agreement shall specify the
date when all or any installment of the Option becomes  exercisable.  Subject to
the preceding  sentence,  the exercise  provisions of any Stock Option Agreement
shall be determined by the Administrator, in its sole discretion.


                                       36



         6.6      TERM. The Stock Option Agreement shall specify the term of the
Option. No Option shall be exercised after the expiration of ten years after the
date the  Option is  granted.  In the case of an ISO  granted  to a Ten  Percent
Shareholder,  the ISO shall not be exercised  after the expiration of five years
after the date the ISO is granted. Unless otherwise provided in the Stock Option
Agreement,  no  Option  may be  exercised  (i) three  months  after the date the
Optionee's Service with the Company,  its Parent or its Subsidiaries  terminates
if such  termination  is for any reason other than death,  Disability  or Cause,
(ii) one year after the date the  Optionee's  Service  with the  Company and its
subsidiaries  terminates if such termination is a result of death or Disability,
and  (iii) if the  Optionee's  Service  with the  Company  and its  Subsidiaries
terminates for Cause,  all  outstanding  Options  granted to such Optionee shall
expire as of the commencement of business on the date of such  termination.  The
Administrator  may, in its sole  discretion,  waive the  accelerated  expiration
provided for in (i) or (ii). Outstanding Options that are not vested at the time
of  termination  of  employment  for any  reason  shall  expire  at the close of
business on the date of such termination.

         6.7      LEAVES OF ABSENCE.  For purposes of SECTION 6.6 above,  to the
extent required by applicable law, Service shall be deemed to continue while the
Optionee is on a bona fide leave of absence.  To the extent  applicable law does
not  require  such a leave to be deemed to continue  while the  Optionee is on a
bona fide leave of absence,  such leave shall be deemed to continue if, and only
if,  expressly  provided in writing by the  Administrator  or a duly  authorized
officer of the Company,  Parent or Subsidiary for whom Optionee  provides his or
her services.

         6.8      MODIFICATION,  EXTENSION AND ASSUMPTION OF OPTIONS. Within the
limitations  of the  Plan,  the  Administrator  may  modify,  extend  or  assume
outstanding  Options  (whether  granted by the Company or another issuer) or may
accept the  cancellation of outstanding  Options (whether granted by the Company
or  another  issuer) in return  for the grant of new  Options  for the same or a
different  number  of  shares  and at the same or a  different  Exercise  Price.
Without limiting the foregoing, the Administrator may amend a previously granted
Option to fully  accelerate  the  exercise  schedule of such  Option  (including
without  limitation,  in  connection  with a Change in Control).  The  foregoing
notwithstanding,  no modification of an Option shall, without the consent of the
Optionee,  impair the Optionee's  rights or increase the Optionee's  obligations
under such Option.  However,  a termination  of the Option in which the Optionee
receives a cash payment  equal to the  difference  between the Fair Market Value
and the Exercise Price for all shares subject to exercise under any  outstanding
Option  shall not be deemed to impair any rights of the Optionee or increase the
Optionee's obligations under such Option.

               SECTION 7: TERMS AND CONDITIONS OF AWARDS OR SALES

         7.1      STOCK  PURCHASE  AGREEMENT.  Each  award or sale of  shares of
Stock under the Plan (other than upon  exercise of an Option) shall be evidenced
by a Stock Purchase Agreement between the Purchaser and the Company.  Such award
or sale shall be subject to all applicable  terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Board deems appropriate for inclusion in a Stock Purchase
Agreement.  The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.


                                       37



         7.2      DURATION  OF OFFERS.  Unless  otherwise  provided in the Stock
Purchase  Agreement,  any right to acquire shares of Stock under the Plan (other
than an Option)  shall  automatically  expire if not  exercised by the Purchaser
within 30 days after the grant of such right was  communicated  to the Purchaser
by the Company.

         7.3      PURCHASE PRICE.

                  7.3.1    IN GENERAL. Each Stock Purchase Agreement shall state

the price at which the Stock  subject to such Stock  Purchase  Agreement  may be
purchased (the "PURCHASE PRICE"),  which, with respect to Stock Purchase Rights,
shall be  determined  in the sole  discretion  of the  Administrator;  PROVIDED,
HOWEVER,  that the  Purchase  Price shall be no less than 85% of the Fair Market
Value of the shares of Stock on either the Date of Grant or the date of purchase
of the Purchase Right.

                  7.3.2    TEN PERCENT  STOCKHOLDERS.  A Ten Percent Stockholder
shall not be eligible for  designation as a Purchaser  unless the Purchase Price
(if any) is at least 100% of the Fair Market Value of a Share.

                  7.3.3    NON  APPLICABILITY.  The Purchase Price  restrictions
required by SECTIONS 7.3.1 and 7.3.2 shall be inoperative if a determination  is
made by counsel for the Company that such Purchase  Price  restrictions  are not
required in the circumstances under applicable federal or state securities laws.

                  7.3.4    PAYMENT OF PURCHASE  PRICE.  The Purchase Price shall
be payable in a form described in SECTION 8.

         7.4      WITHHOLDING  TAXES.  As a condition to the purchase of shares,
the  Purchaser  shall make such  arrangements  as the Board may  require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase.

                        SECTION 8: PAYMENT; RESTRICTIONS

         8.1      GENERAL RULE.  The entire  Purchase Price or Exercise Price of
shares issued under the Plan shall be payable in full by, as applicable, cash or
check for an amount equal to the aggregate  Purchase Price or Exercise Price for
the number of shares being purchased, or in the discretion of the Administrator,
upon  such  terms  as the  Administrator  shall  approve,  (i) in the case of an
Option,  by a copy of instructions to a broker directing such broker to sell the
Stock for  which  such  Option is  exercised,  and to remit to the  Company  the
aggregate  Exercise Price of such Options (a "CASHLESS  EXERCISE"),  (ii) in the
case of an Option or a sale of Stock, by paying all or a portion of the Exercise
Price or Purchase  Price for the number of shares  being  purchased by tendering
Stock owned by the Optionee,  duly endorsed for transfer to the Company,  with a
Fair Market Value on the date of delivery equal to the aggregate  Purchase Price
of the Stock with  respect to which  such  Option or portion  thereof is thereby
exercised  or  Stock  acquired  (a  "STOCK-FOR-STOCK  EXERCISE")  or  (iii) by a
stock-for-stock exercise by means of attestation whereby the Optionee identifies
for delivery  specific  shares of Stock already owned by Optionee and receives a
number of shares of Stock  equal to the  difference  between  the Option  shares
thereby   exercised  and  the  identified   attestation   shares  of  Stock  (an
"ATTESTATION EXERCISE").


                                       38



         8.2      WITHHOLDING  PAYMENT.  The  Purchase  Price or Exercise  Price
shall  include  payment  of the  amount of all  federal,  state,  local or other
income,  excise or  employment  taxes  subject  to  withholding  (if any) by the
Company or any parent or subsidiary corporation as a result of the exercise of a
Stock Option.  The Optionee may pay all or a portion of the tax  withholding  by
cash  or  check  payable  to  the  Company,   or,  at  the   discretion  of  the
Administrator,  upon  such  terms as the  Administrator  shall  approve,  by (i)
cashless exercise or attestation exercise; (ii) stock-for-stock  exercise; (iii)
in the case of an Option,  by paying all or a portion of the tax withholding for
the number of shares being purchased by withholding  shares from any transfer or
payment to the Optionee ("STOCK  WITHHOLDING");  or (iv) a combination of one or
more of the  foregoing  payment  methods.  Any  shares  issued  pursuant  to the
exercise  of an Option and  transferred  by the  Optionee to the Company for the
purpose of satisfying any  withholding  obligation  shall not again be available
for purposes of the Plan.  The Fair Market Value of the number of shares subject
to Stock Withholding shall not exceed an amount equal to the applicable  minimum
required tax withholding rates.

         8.3      SERVICES  RENDERED.  At the  discretion of the  Administrator,
shares  of Stock may be  awarded  under the Plan in  consideration  of  services
rendered to the Company, a Parent or a Subsidiary prior to the award.

         8.4      PROMISSORY  NOTE. To the extent that a Stock Option  Agreement
or Stock Purchase Agreement so provides, in the discretion of the Administrator,
upon such  terms as the  Administrator  shall  approve,  all or a portion of the
Exercise Price or Purchase Price (as the case may be) of shares issued under the
Plan may be paid with a full-recourse  promissory note; PROVIDED,  HOWEVER, that
payment of any portion of the  Exercise  Price by  promissory  note shall not be
permitted  where such loan would be prohibited by applicable  laws,  regulations
and rules of the Securities and Exchange  Commission and any other  governmental
agency having jurisdiction. However, in the event there is a stated par value of
the shares and  applicable law requires,  the par value of the shares,  if newly
issued,  shall be paid in cash or cash equivalents.  The shares shall be pledged
as  security  for payment of the  principal  amount of the  promissory  note and
interest  thereon.  The interest rate payable under the terms of the  promissory
note  shall not be less than the  minimum  rate (if any)  required  to avoid the
imputation of additional interest under the Code. Subject to the foregoing,  the
Administrator  (at its sole discretion)  shall specify the term,  interest rate,
amortization requirements (if any) and other provisions of such note. Unless the
Administrator  determines otherwise,  shares of Stock having a Fair Market Value
at least  equal to the  principal  amount of the loan  shall be  pledged  by the
holder to the Company as security for payment of the unpaid  balance of the loan
and such pledge  shall be evidenced  by a pledge  agreement,  the terms of which
shall be determined by the Administrator, in its discretion;  PROVIDED, HOWEVER,
that each loan shall comply with all applicable  laws,  regulations and rules of
the Board of Governors of the Federal Reserve System and any other  governmental
agency having jurisdiction.

         8.5      EXERCISE/PLEDGE.  To the extent that a Stock Option  Agreement
or Stock Purchase  Agreement so allows, in the discretion of the  Administrator,
upon such terms as the Administrator  shall approve,  payment may be made all or
in  part by the  delivery  (on a form  prescribed  by the  Administrator)  of an
irrevocable direction to pledge shares to a securities broker or lender approved
by the Company,  as security for a loan,  and to deliver all or part of the 


                                       39



loan proceeds to the Company in payment of all or part of the Exercise Price and
any withholding taxes.

         8.6      WRITTEN  NOTICE.  The purchaser shall deliver a written notice
to the  Administrator  requesting  that the Company direct the transfer agent to
issue to the  purchaser  (or to his  designee) a  certificate  for the number of
shares  of  Common  Stock  being  exercised  or  purchased  or, in the case of a
cashless  exercise or share withholding  exercise,  for any shares that were not
sold in the cashless exercise or withheld.

         8.7      REPURCHASE  RIGHTS.  Each Stock Purchase Agreement may provide
that the Company may  repurchase  the  Participant's  Rights as provided in this
SECTION 8.7 (the "REPURCHASE RIGHT").

                  8.7.1    REPURCHASE  PRICE.  The  Repurchase  Right  shall  be
exercisable at a price equal to the Purchase Price.

                  8.7.2    EXERCISE OF REPURCHASE  RIGHT. A Repurchase Right may
be  exercised  only within 90 days after the  termination  of the  Participant's
Service for cash or for cancellation of indebtedness  incurred in purchasing the
shares; PROVIDED,  HOWEVER, the Repurchase Right shall lapse at least as rapidly
as to 20% of the Restricted Stock purchased hereunder each year over a period of
five years from the date the Restricted Stock is purchased.

         8.8      TERMINATION OF REPURCHASE RIGHT. Each Stock Purchase Agreement
shall provide that the  Repurchase  Rights shall have no effect with respect to,
or shall lapse and cease to have effect when a determination  is made by counsel
for the Company that such Repurchase  Rights are not permitted under  applicable
federal or state securities laws.

         8.9      NO  TRANSFERABILITY.  Except as provided herein, a Participant
may not assign, sell or transfer Rights, in whole or in part, other than by will
or by operation of the laws of descent and distribution.

                  8.9.1    PERMITTED  TRANSFER  OF  NON-QUALIFIED   OPTION.  The
Administrator, in its sole discretion may permit the transfer of a Non-Qualified
Option (but not an ISO or Stock  Purchase  Right) as  follows:  (i) by gift to a
member of the  Participant's  immediate family or (ii) by transfer by instrument
to a trust providing that the Option is to be passed to beneficiaries upon death
of  the  trustor  (either  or  both  (i) or  (ii)  referred  to as a  "PERMITTED
TRANSFEREE").  For purposes of this SECTION 8.9.1, "IMMEDIATE FAMILY" shall mean
the Optionee's  spouse (including a former spouse subject to terms of a domestic
relations  order);   child,   stepchild,   grandchild,   child-in-law;   parent,
stepparent,  grandparent,  parent-in-law;  sibling and sibling-in-law, and shall
include adoptive relationships.

                  8.9.2    CONDITIONS   OF   PERMITTED   TRANSFER.   A  transfer
permitted  under this SECTION 8.9 hereof may be made only upon written notice to
and approval thereof by  Administrator.  A Permitted  Transferee may not further
assign, sell or transfer the transferred Option, in whole or in part, other than
by will or by  operation  of the laws of descent and  distribution.  A Permitted
Transferee shall agree in writing to be bound by the provisions of this Plan.


                                       40



                    SECTION 9: ADJUSTMENTS; MARKET STAND-OFF

         9.1      EFFECT OF CERTAIN CHANGES.

                  9.1.1    STOCK DIVIDENDS,  SPLITS, ETC. If there is any change
in the number of outstanding shares of Stock by reason of a stock split, reverse
stock split, stock dividend, recapitalization,  combination or reclassification,
then (i) the number of shares of Stock available for Rights,  (ii) the number of
shares of Stock covered by  outstanding  Rights and (iii) the Exercise  Price or
Purchase  Price of any Stock Option or Purchase  Right,  in effect prior to such
change,  shall be  proportionately  adjusted by the Administrator to reflect any
increase or decrease in the number of issued shares of Stock; PROVIDED, HOWEVER,
that any fractional shares resulting from the adjustment shall be eliminated.

                  9.1.2    LIQUIDATION, DISSOLUTION, MERGER OR CONSOLIDATION. In
the event of a  dissolution  or  liquidation  of the Company,  or any  corporate
separation or division,  including,  but not limited to, a split-up, a split-off
or a spin-off,  or a sale of substantially  all of the assets of the Company;  a
merger or  consolidation  in which the Company is not the  Surviving  Entity;  a
reverse merger in which the Company is the Surviving  Entity,  but the shares of
Company  stock  outstanding  immediately  preceding  the merger are converted by
virtue of the merger  into other  property,  whether in the form of  securities,
cash or  otherwise;  or the  transfer  of more than 80% of the then  outstanding
voting stock of the Company to another person or entity,  then, the Company,  to
the extent permitted by applicable law, but otherwise in its sole discretion may
provide for: (i) the  continuation of outstanding  Rights by the Company (if the
Company  is the  Surviving  Entity);  (ii) the  assumption  of the Plan and such
outstanding Rights by the Surviving Entity or its parent; (iii) the substitution
by the  Surviving  Entity or its parent of Rights  with  substantially  the same
terms for such outstanding  Rights; or (iv) the cancellation of such outstanding
Rights without payment of any consideration,  provided that if such Rights would
be canceled in accordance  with the foregoing,  the  Participant  shall have the
right,  exercisable  during the later of the ten-day  period ending on the fifth
day prior to such merger or  consolidation  or ten days after the  Administrator
provides  the Rights  holder a notice of  cancellation,  to exercise  the vested
portion  of such  Rights  in  whole  or in  part,  or,  if  provided  for by the
Administrator using its sole discretion in a notice of cancellation, to exercise
such Rights in whole or in part without regard to any vesting  provisions in the
Rights agreement.

                  9.1.3    FURTHER  ADJUSTMENTS.  Subject to SECTION 9.1.2,  the
Administrator shall have the discretion,  exercisable at any time before a sale,
merger, consolidation, reorganization, liquidation or Change in Control, to take
such further action as it determines to be necessary or advisable,  and fair and
equitable to Participants,  with respect to Rights.  Such authorized  action may
include  (but shall not be limited  to)  establishing,  amending  or waiving the
type,  terms,  conditions  or duration of, or  restrictions  on, Rights so as to
provide for earlier,  later,  extended or additional time for exercise and other
modifications,  and the  Administrator may take such actions with respect to all
Participants,  to  certain  categories  of  Participants  or only to  individual
Participants.  The  Administrator  may take such action before or after granting
Rights to which the action  relates and before or after any public  announcement
with respect to such sale, merger, consolidation, reorganization, liquidation or
Change in Control that is the reason for such action.


                                       41



                  9.1.4    PAR  VALUE  CHANGES.  In the event of a change in the
Stock of the Company as  presently  constituted  which is limited to a change of
all of its  authorized  shares  with par value,  into the same  number of shares
without par value, or a change in the par value,  the shares  resulting from any
such change shall be "Stock" within the meaning of the Plan.

         9.2      DECISION  OF  ADMINISTRATOR  FINAL.  To the  extent  that  the
foregoing  adjustments  relate  to  stock or  securities  of the  Company,  such
adjustments  shall be made by the  Administrator,  whose  determination  in that
respect shall be final, binding and conclusive; PROVIDED, HOWEVER, that each ISO
granted  pursuant to the Plan shall not be adjusted in a manner that causes such
Stock Option to fail to continue to qualify as an ISO without the prior  consent
of the Optionee thereof.

         9.3      NO OTHER RIGHTS. Except as hereinbefore  expressly provided in
this  SECTION  9,  no  Participant  shall  have  any  rights  by  reason  of any
subdivision  or  consolidation  of shares of Company stock or the payment of any
dividend  or any other  increase  or decrease in the number of shares of Company
stock of any class or by reason of any of the events  described  in SECTION 9.1,
above,  or any other  issue by the  Company of shares of stock of any class,  or
securities  convertible  into  shares  of stock of any  class;  and,  except  as
provided in this SECTION 9, none of the foregoing  events shall  affect,  and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Stock subject to Rights.  The grant of a Right pursuant to the Plan
shall  not  affect  in any  way  the  right  or  power  of the  Company  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business  structures or to merge or to consolidate or to dissolve,  liquidate or
sell, or transfer all or part of its business or assets.

         9.4      MARKET  STAND-OFF.  Each  Stock  Option  Agreement  and  Stock
Purchase Agreement may provide that, in connection with any underwritten  public
offering  by the  Company  of its equity  securities  pursuant  to an  effective
registration  statement filed under the Securities Act of 1933, as amended,  the
Participant shall agree not to sell, make any short sale of, loan,  hypothecate,
pledge, grant any option for the repurchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to any Stock  without  the prior  written  consent of the Company or its
underwriters,  for such period of time from and after the effective date of such
registration  statement as may be requested by the Company or such  underwriters
(the "MARKET STAND-OFF").

                      SECTION 10: AMENDMENT AND TERMINATION

         The Board may amend,  suspend or terminate the Plan at any time and for
any  reason.  At the time of such  amendment,  the Board shall  determine,  upon
advice from counsel,  whether such  amendment  will be contingent on shareholder
approval.

                         SECTION 11: GENERAL PROVISIONS

         11.1     GENERAL RESTRICTIONS.

                  11.1.1   NO VIEW TO DISTRIBUTE.  The Administrator may require
each person  acquiring  shares of Stock pursuant to the Plan to represent to and
agree with the Company in


                                       42



writing  that such  person  is  acquiring  the  shares  without  a view  towards
distribution  thereof.  The  certificates for such shares may include any legend
that  the  Administrator  deems  appropriate  to  reflect  any  restrictions  on
transfer.

                  11.1.2   LEGENDS.   All   certificates  for  shares  of  Stock
delivered under the Plan shall be subject to such stop transfer orders and other
restrictions  as  the   Administrator   may  deem  advisable  under  the  rules,
regulations and other  requirements  of the Securities and Exchange  Commission,
any  stock  exchange  upon  which the Stock is then  listed  and any  applicable
federal or state  securities laws, and the  Administrator  may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

                  11.1.3   NO RIGHTS  AS  SHAREHOLDER.  Except  as  specifically
provided in this Plan, a  Participant  or a transferee  of a Right shall have no
rights as a shareholder  with respect to any shares  covered by the Rights until
the date of the issuance of a Stock  certificate  to him or her for such shares,
and no  adjustment  shall  be made for  dividends  (ordinary  or  extraordinary,
whether in cash,  securities or other property) or distributions of other rights
for which the record date is prior to the date such Stock certificate is issued,
except as provided in SECTION 9.1, hereof.

         11.2     OTHER  COMPENSATION  ARRANGEMENTS.  Nothing  contained in this
Plan shall  prevent the Board from  adopting  other or  additional  compensation
arrangements,  subject to shareholder approval if such approval is required; and
such  arrangements  may be either  generally  applicable or  applicable  only in
specific cases.

         11.3     DISQUALIFYING  DISPOSITIONS.  Any Participant who shall make a
"DISPOSITION"  (as  defined in Section 424 of the Code) of all or any portion of
an ISO  within  two years  from the date of grant of such ISO or within one year
after the  issuance of the shares of Stock  acquired  upon  exercise of such ISO
shall be  required  to  immediately  advise  the  Company  in  writing as to the
occurrence  of the sale and the price  realized  upon the sale of such shares of
Stock.

         11.4     REGULATORY  MATTERS.  Each Stock  Option  Agreement  and Stock
Purchase  Agreement  shall  provide  that no shares  shall be  purchased or sold
thereunder  unless and until (i) any then  applicable  requirements  of state or
federal laws and regulatory  agencies shall have been fully complied with to the
satisfaction of the Company and its counsel and (ii) if required to do so by the
Company,  the  Optionee or Offeree  shall have  executed  and  delivered  to the
Company  a  letter  of  investment  intent  in such  form  and  containing  such
provisions as the Board or Committee may require.

         11.5     RECAPITALIZATIONS.  Each  Stock  Option  Agreement  and  Stock
Purchase Agreement shall contain  provisions  required to reflect the provisions
of SECTION 9.

         11.6     DELIVERY.  Upon  exercise of a Right  granted under this Plan,
the Company shall issue Stock or pay any amounts due within a reasonable  period
of time  thereafter.  Subject  to any  statutory  obligations  the  Company  may
otherwise  have,  for purposes of this Plan,  thirty days shall be  considered a
reasonable period of time.

         11.7     OTHER  PROVISIONS.  The  Stock  Option  Agreements  and  Stock
Purchase Agreements  authorized under the Plan may contain such other provisions
not inconsistent with 


                                       43



this Plan, including, without limitation,  restrictions upon the exercise of the
Rights, as the Administrator may deem advisable.

                     SECTION 12: INFORMATION TO PARTICIPANTS

         To the extent necessary to comply with California law, the Company each
year shall furnish to Participants its balance sheet and income statement unless
such  Participants  are limited to key  Employees  whose duties with the Company
assure them access to equivalent information.

                       SECTION 13: EFFECTIVE DATE OF PLAN

         The  effective  date of this Plan is May 4, 2005.  The  adoption of the
Plan is subject to approval by the Company's  shareholders,  which approval must
be obtained  within 12 months from the date the Plan is adopted by the Board. In
the event that the shareholders  fail to approve the Plan within 12 months after
its  adoption  by the Board,  any grants of Options or sales or awards of shares
that have already occurred shall be rescinded,  and no additional grants,  sales
or awards shall be made thereafter under the Plan.

                            SECTION 14: TERM OF PLAN

         The Plan shall  terminate  automatically  on May 4, 2015,  but no later
than prior to the 10th  anniversary  of the  effective  date.  No Right shall be
granted pursuant to the Plan after such date, but Rights theretofore granted may
extend beyond that date. The Plan may be terminated on any earlier date pursuant
to SECTION 10 hereof.

                             SECTION 15: EXECUTION.

         To record the adoption of the Plan by the Board, the Company has caused
its authorized officer to execute the same as of May 4, 2005.



                                      MARINE JET TECHNOLOGY CORP.


                                      -----------------------------------------
                                      By:
                                      Its:


                                       44




                             STOCK OPTION AGREEMENT



                                       45



                                                     OPTION GRANT ISSUED (#) ___

                            2005 STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

         You have been granted the following  option to purchase Common Stock of
Marine Jet Technology Corp. (the "COMPANY"):

         Name of Optionee:

         Total Number of Shares Granted:

         Type of Option (ISO/Non-Qualified Stock Option):

         Exercise Price Per Share:

         Date of Grant:

         Vesting Commencement Date:

         Vesting Schedule:

         Expiration Date:

By your signature and the signature of the Company's  representative  below, you
and the  Company  agree that this  option is granted  under and  governed by the
terms and  conditions  of the 2005  Stock  Incentive  Plan and the Stock  Option
Agreement,  both of which  are  attached  to and  made a part of this  document.
Optionee  hereby  represents  that both the option and any shares  acquired upon
exercise of the option have been or will be acquired for  investment for his own
account and not with a view to or for sale in connection  with any  distribution
or resale of the security.


OPTIONEE:                                     COMPANY:


By:________________________________           By:_______________________________

Name:______________________________           Its:______________________________


                                       46



                                     ANNEX I


                           2005 STOCK INCENTIVE PLAN:
                             STOCK OPTION AGREEMENT


                           SECTION 1: GRANT OF OPTION

         1.1      OPTION. On the terms and conditions set forth in the notice of
stock option grant to which this  agreement (the  "AGREEMENT")  is attached (the
"NOTICE OF STOCK OPTION  GRANT") and this  Agreement,  the Company grants to the
individual named in the Notice of Stock Option Grant (the "OPTIONEE") the option
to purchase at the exercise price  specified in the Notice of Stock Option Grant
(the "EXERCISE PRICE") the number of shares of Stock (the "SHARES") set forth in
the Notice of Stock Option Grant. This option is intended to be either an ISO or
a Non-Qualified Stock Option, as provided in the Notice of Stock Option Grant.

         1.2      STOCK PLAN AND DEFINED TERMS.  This option is granted pursuant
to and subject to the terms of the 2005 Stock  Incentive  Plan,  as in effect on
the date  specified in the Notice of Stock Option Grant (which date shall be the
later of (i) the date on which the Board  resolved  to grant this option or (ii)
the first day of the  Optionee's  Service) and as amended from time to time (the
"PLAN"), a copy of which is attached hereto and which the Optionee  acknowledges
having received.  Capitalized terms not otherwise defined in this Agreement have
the definitions ascribed to them in the Plan.

                          SECTION 2: RIGHT TO EXERCISE

         2.1      EXERCISABILITY.  Subject to SECTIONS 2.2 and 2.3 below and the
other conditions set forth in this Agreement,  all or part of this option may be
exercised  prior to its  expiration at the time or times set forth in the Notice
of  Stock  Option  Grant,  notwithstanding  the  vesting  provisions  identified
therein.

         2.2      $100,000   LIMITATION.   The   aggregate   fair  market  value
(determined  at the time the option is granted)  of the Shares  with  respect to
which ISOs are  exercisable  for the first time during any calendar  year (under
all ISO plans of the Company and its Subsidiaries) shall not exceed $100,000. If
this option is designated as an ISO in the Notice of Stock Option Grant, then to
the extent (and only to the extent) the Optionee's right to exercise this option
causes  this  option (in whole or in part) to not be treated as an ISO by reason
of the $100,000 annual limitation under Section 422(d) of the Code, such options
shall be treated as  Non-Qualified  Stock  Options,  but shall be exercisable by
their terms. The  determination of options to be treated as Non-Qualified  Stock
Options shall be made by taking  options into account in the order in which they
are granted.  If the terms of this option cause the $100,000  annual  limitation
under  Section  422(d) of the Code to be  exceeded,  a pro rata  portion of each
exercise shall be treated as the exercise of a Non-Qualified Stock Option.


                                       47



         2.3      STOCKHOLDER  APPROVAL.  Any other  provision of this Agreement
notwithstanding,  no portion of this  option  shall be  exercisable  at any time
prior to the approval of the Plan by the Company's stockholders.

                 SECTION 3: NO TRANSFER OR ASSIGNMENT OF OPTION

         Except as provided herein, an Optionee may not assign, sell or transfer
the option,  in whole or in part, other than by will or by operation of the laws
of descent and  distribution.  The  Administrator,  in its sole  discretion  may
permit the transfer of a Non-Qualified  Option (but not an ISO) as follows:  (i)
by gift to a member of the  Participant's  "immediate  family"  (as such term is
defined in the Plan) or (ii) by transfer by instrument to a trust providing that
the Option is to be passed to beneficiaries upon death of the trustor (either or
both (i) or (ii) referred to as a "PERMITTED TRANSFEREE").  A transfer permitted
under this SECTION 3 hereof may be made only upon written notice to and approval
thereof by Administrator. A Permitted Transferee may not further assign, sell or
transfer the transferred  option,  in whole or in part, other than by will or by
operation of the laws of descent and distribution.  A Permitted Transferee shall
agree in writing to be bound by the provisions of this Plan.

                         SECTION 4: EXERCISE PROCEDURES

         4.1      NOTICE  OF   EXERCISE.   The   Optionee   or  the   Optionee's
representative  may exercise this option by  delivering a written  notice in the
form of EXHIBIT A attached  hereto  ("NOTICE OF EXERCISE") to the Company in the
manner specified pursuant to SECTION 10.4 hereof.  Such Notice of Exercise shall
specify the election to exercise this option,  the number of Shares for which it
is being  exercised  and the form of payment,  which must comply with SECTION 5.
The Notice of Exercise shall be signed by the person who is entitled to exercise
this option.  In the event that this option is to be exercised by the Optionee's
representative,  the notice shall be accompanied by proof  (satisfactory  to the
Company) of the representative's right to exercise this option.

         4.2      ISSUANCE  OF  SHARES.  After  receiving  a  proper  Notice  of
Exercise, the Company shall cause to be issued a certificate or certificates for
the Shares as to which this option has been exercised, registered in the name of
the person exercising this option (or in the names of such person and his or her
spouse as community property or as joint tenants with right of survivorship).

         4.3      WITHHOLDING  TAXES.  In the event that the Company  determines
that it is  required  to  withhold  any tax as a result of the  exercise of this
option, the Optionee,  as a condition to the exercise of this option, shall make
arrangements satisfactory to the Company to enable it to satisfy all withholding
requirements.  The Optionee  shall also make  arrangements  satisfactory  to the
Company to enable it to satisfy any withholding  requirements  that may arise in
connection  with the vesting or  disposition  of Shares  purchased by exercising
this option.

                          SECTION 5: PAYMENT FOR STOCK

         5.1      GENERAL RULE. The entire Exercise Price of Shares issued under
the Plan shall be  payable  in full by cash or check for an amount  equal to the
aggregate Exercise Price for the


                                       48



number of shares being purchased.  Alternatively,  in the sole discretion of the
Plan Administrator and upon such terms as the Plan Administrator  shall approve,
the Exercise Price may be paid by:

                  5.1.1    CASHLESS EXERCISE. A copy of instructions to a broker
directing such broker to sell the Shares for which this option is exercised, and
to remit to the Company the aggregate  Exercise Price of such option  ("CASHLESS
EXERCISE");

                  5.1.2    STOCK-FOR-STOCK  EXERCISE. Paying all or a portion of
the Exercise Price for the number of Shares being purchased by tendering  Shares
owned by the Optionee,  duly  endorsed for transfer to the Company,  with a Fair
Market Value on the date of delivery equal to the Exercise  Price  multiplied by
the number of Shares with respect to which this option is being  exercised  (the
"PURCHASE PRICE") ("STOCK-FOR-STOCK EXERCISE"); or

                  5.1.3    ATTESTATION  EXERCISE.  By a stock for stock exercise
by means of attestation  whereby the Optionee  identifies for delivery  specific
Shares  already  owned by Optionee  and receives a number of Shares equal to the
difference  between  the Option  Shares  thereby  exercised  and the  identified
attestation Shares ("ATTESTATION EXERCISE").

         5.2      WITHHOLDING  PAYMENT. The Exercise Price shall include payment
of the amount of all federal, state, local or other income, excise or employment
taxes subject to withholding (if any) by the Company or any parent or subsidiary
corporation as a result of the exercise of a Stock Option.  The Optionee may pay
all or a portion of the tax withholding by cash or check payable to the Company,
or, at the discretion of the Administrator, upon such terms as the Administrator
shall  approve,  by  (i)  Cashless  Exercise  or  Attestation   Exercise;   (ii)
Stock-for-Stock  Exercise;  (iii) in the case of an  Option,  by paying all or a
portion of the tax  withholding  for the  number of shares  being  purchased  by
withholding  shares  from  any  transfer  or  payment  to the  Optionee  ("STOCK
WITHHOLDING");  or (iv) a combination  of one or more of the  foregoing  payment
methods. Any shares issued pursuant to the exercise of an Option and transferred
by the  Optionee to the Company for the purpose of  satisfying  any  withholding
obligation  shall not again be  available  for  purposes  of the Plan.  The fair
market  value of the  number of shares  subject to Stock  Withholding  shall not
exceed an amount equal to the applicable minimum required tax withholding rates.

         5.3      PROMISSORY   NOTE.  The  Plan   Administrator,   in  its  sole
discretion,  upon such terms as the Plan Administrator shall approve, may permit
all or a portion of the  Exercise  Price of Shares  issued  under the Plan to be
paid with a full-recourse  promissory note; PROVIDED,  HOWEVER,  that payment of
any portion of the  Exercise  Price by  promissory  note shall not be  permitted
where such loan would be prohibited by applicable laws, regulations and rules of
the Securities and Exchange  Commission and any other governmental agency having
jurisdiction.  However,  in the event  there is a stated par value of the shares
and applicable law requires, the par value of the shares, if newly issued, shall
be paid in cash or cash equivalents. The Shares shall be pledged as security for
payment of the principal  amount of the  promissory  note and interest  thereon.
Subject to the foregoing,  the Plan Administrator (at its sole discretion) shall
specify the term,  interest rate,  amortization  requirements (if any) and other
provisions of such note.

         5.4      EXERCISE/PLEDGE.  In the discretion of the Plan Administrator,
upon such terms as the Plan Administrator shall approve, payment may be made all
or in part by the delivery (on a 


                                       49



form prescribed by the Plan Administrator) of an irrevocable direction to pledge
Shares to a securities broker or lender approved by the Company, as security for
a loan,  and to  deliver  all or part of the loan  proceeds  to the  Company  in
payment of all or part of the Exercise Price and any withholding taxes.

                         SECTION 6: TERM AND EXPIRATION

         6.1      BASIC  TERM.  This  option  shall  expire  and  shall  not  be
exercisable  after the  expiration  of the earliest of (i) the  Expiration  Date
specified in the Notice of Stock Option Grant,  (ii) three months after the date
the Optionee's Service with the Company and its Subsidiaries  terminates if such
termination is for any reason other than death,  Disability or Cause,  (iii) one
year after the date the Optionee's Service with the Company and its Subsidiaries
terminates if such  termination is a result of death or Disability,  and (iv) if
the  Optionee's  Service with the Company and its  Subsidiaries  terminates  for
Cause,  all outstanding  Options granted to such Optionee shall expire as of the
commencement of business on the date of such  termination.  Outstanding  Options
that are not  vested at the time of  termination  of  employment  for any reason
shall expire at the close of business on the date of such termination.  The Plan
Administrator shall have the sole discretion to determine when this option is to
expire.  For any  purpose  under  this  Agreement,  Service  shall be  deemed to
continue  while the  Optionee is on a bona fide leave of absence,  to the extent
required by applicable law. To the extent applicable law does not require such a
leave to be deemed to  continue  while the  Optionee  is on a bona fide leave of
absence,  such leave  shall be deemed to  continue  if,  and only if,  expressly
provided in writing by the  Administrator  or a duly  authorized  officer of the
Company, Parent or Subsidiary for whom Optionee provides his or her services.

         6.2      EXERCISE  AFTER  DEATH.  All or  part of  this  option  may be
exercised  at any time  before its  expiration  under  SECTION  6.1 above by the
executors or  administrators  of the Optionee's  estate or by any person who has
acquired  this option  directly  from the Optionee by  beneficiary  designation,
bequest  or  inheritance,  but only to the  extent  that this  option had become
vested before the Optionee's  death.  When the Optionee dies,  this option shall
expire immediately with respect to the number of Shares for which this option is
not yet vested.

         6.3      NOTICE CONCERNING ISO TREATMENT.  If this option is designated
as an ISO in the  Notice  of Stock  Option  Grant,  it  ceases  to  qualify  for
favorable  tax  treatment as an ISO to the extent it is exercised  (i) more than
three months after the date the Optionee ceases to be an Employee for any reason
other  than  death or  permanent  and total  disability  (as  defined in Section
22(e)(3)  of the  Code),  (ii) more than 12 months  after the date the  Optionee
ceases to be an Employee by reason of such  permanent  and total  disability  or
(iii) after the  Optionee  has been on a leave of absence for more than 90 days,
unless  the  Optionee's  reemployment  rights  are  guaranteed  by statute or by
contract.

                     SECTION 7: LEGALITY OF INITIAL ISSUANCE

         No Shares shall be issued upon the  exercise of this option  unless and
until the Company has determined that:


                                       50



         7.1      It and  the  Optionee  have  taken  any  actions  required  to
register  the  Shares  under  the  Securities  Act  of  1933,  as  amended  (the
"SECURITIES ACT") or to perfect an exemption from the registration  requirements
thereof;

         7.2      Any  applicable  listing  requirement of any stock exchange on
which Stock is listed has been satisfied; and

         7.3      Any other  applicable  provision  of state or federal  law has
been satisfied.

                        SECTION 8: NO REGISTRATION RIGHTS

         The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Agreement to comply with any law.

                       SECTION 9: RESTRICTIONS ON TRANSFER

         9.1      SECURITIES  LAW   RESTRICTIONS.   Regardless  of  whether  the
offering  and sale of  Shares  under the Plan  have  been  registered  under the
Securities Act or have been registered or qualified under the securities laws of
any state, the Company at its discretion may impose  restrictions upon the sale,
pledge or other transfer of such Shares  (including the placement of appropriate
legends on stock  certificates or the imposition of stop-transfer  instructions)
if, in the judgment of the Company, such restrictions are necessary or desirable
in order to achieve  compliance  with the Securities Act, the securities laws of
any state or any other law.

         9.2      MARKET  STAND-OFF.  In the  event  of an  underwritten  public
offering  by the  Company  of its equity  securities  pursuant  to an  effective
registration  statement filed under the Act (a "PUBLIC OFFERING"),  the Optionee
shall not  Transfer  for value any  shares of Stock  without  the prior  written
consent of the  Company or its  underwriters,  for such  period of time from and
after the effective date of such  registration  statement as may be requested by
the Company or such underwriters (the "MARKET STAND-OFF").  The Market Stand-off
shall be in  effect  for such  period  of time  following  the date of the final
prospectus  for  the  offering  as  may be  requested  by the  Company  or  such
underwriters. In the event of the declaration of a stock dividend, a spin-off, a
stock split, an adjustment in conversion ratio, a recapitalization  or a similar
transaction  affecting the Company's  outstanding  securities without receipt of
consideration, any new, substituted or additional securities which are by reason
of such transaction distributed with respect to any Shares subject to the Market
Stand-Off,  or  into  which  such  Shares  thereby  become  convertible,   shall
immediately be subject to the Market  Stand-Off.  In order to enforce the Market
Stand-Off, the Company may impose stop-transfer instructions with respect to the
Shares acquired under this Agreement  until the end of the applicable  stand-off
period.

         9.3      LEGENDS.  Certificates  evidencing Shares purchased under this
Agreement in an unregistered transaction may bear the following legend (and such
other  restrictive  legends  as are  required  or  deemed  advisable  under  the
provisions of any applicable law):

         "THE  SHARES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED,


                                       51



         AND MAY NOT BE SOLD,  PLEDGED,  OR  OTHERWISE  TRANSFERRED  WITHOUT  AN
         EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
         SATISFACTORY TO THE COMPANY AND ITS COUNSEL,  THAT SUCH REGISTRATION IS
         NOT REQUIRED."

         9.4      REMOVAL OF LEGENDS.  If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement no longer is required,  the holder of such  certificate  shall be
entitled to exchange such  certificate for a certificate  representing  the same
number of Shares but without such legend.

         9.5      ADMINISTRATION.  Any  determination  by the  Company  and  its
counsel in connection  with any of the matters set forth in this SECTION 9 shall
be conclusive and binding on the Optionee and all other persons.

                      SECTION 10: MISCELLANEOUS PROVISIONS

         10.1     RIGHTS  AS  A  STOCKHOLDER.   Neither  the  Optionee  nor  the
Optionee's representative shall have any rights as a stockholder with respect to
any  Shares  subject  to  this  option  until  the  Optionee  or the  Optionee's
representative  becomes  entitled  to receive  such Shares by filing a notice of
exercise  and paying the  Exercise  Price  pursuant  to SECTION 4 and  SECTION 5
hereof.

         10.2     ADJUSTMENTS.   If  there  is  any  change  in  the  number  of
outstanding  shares of Stock by reason of a stock  split,  reverse  stock split,
stock dividend, recapitalization,  combination or reclassification, then (i) the
number of shares  subject  to this  option and (ii) the  Exercise  Price of this
option,  in effect prior to such change,  shall be  proportionately  adjusted to
reflect  any  increase  or  decrease  in the  number of issued  shares of Stock;
PROVIDED,  HOWEVER,  that any  fractional  shares  resulting from the adjustment
shall be eliminated.

         10.3     NO  RETENTION  RIGHTS.  Nothing in this  option or in the Plan
shall  confer upon the  Optionee any right to continue in Service for any period
of specific  duration or  interfere  with or  otherwise  restrict in any way the
rights of the Company (or any Parent or  Subsidiary  employing or retaining  the
Optionee)  or of the  Optionee,  which rights are hereby  expressly  reserved by
each,  to terminate  his or her Service at any time and for any reason,  with or
without Cause.

         10.4     NOTICE.  Any notice  required  by the terms of this  Agreement
shall be given in writing and shall be deemed  effective upon personal  delivery
or upon  deposit  with the  United  States  Postal  Service,  by  registered  or
certified mail, with postage and fees prepaid.  Notice shall be addressed to the
Optionee at the address set forth in the records of the Company. Notice shall be
addressed to the Company at:

                           Marine Jet Technology Corp.
                           5804 E. Slauson Ave.
                           Commerce, CA 90040


                                       52



         10.5     ENTIRE  AGREEMENT.  The  Notice of Stock  Option  Grant,  this
Agreement and the Plan constitute the entire contract between the parties hereto
with regard to the subject matter hereof.  They supersede any other  agreements,
representations  or understandings  (whether oral or written and whether express
or implied) that relate to the subject matter hereof.

         10.6     CHOICE  OF LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY,  AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT
REGARD TO ITS  CHOICE OF LAWS  PROVISIONS,  AS  CALIFORNIA  LAWS ARE  APPLIED TO
CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.

         10.7     ATTORNEYS'  FEES.  In the  event  that  any  action,  suit  or
proceeding is instituted upon any breach of this Agreement, the prevailing party
shall  be  paid  by the  other  party  thereto  an  amount  equal  to all of the
prevailing  party's costs and expenses,  including  attorneys'  fees incurred in
each and every such action, suit or proceeding (including any and all appeals or
petitions  therefrom).  As used in this Agreement,  "ATTORNEYS' FEES" shall mean
the full and actual cost of any legal services actually  performed in connection
with the matter involved calculated on the basis of the usual fee charged by the
attorney  performing  such  services  and shall not be  limited  to  "reasonable
attorneys' fees" as defined in any statute or rule of court.


                                       53



                                    EXHIBIT A

                               NOTICE OF EXERCISE

                 (To be signed only upon exercise of the Option)

         Marine Jet Technology Corp.
         5804 E. Slauson Ave.
         Commerce, CA 90040

         The  undersigned,  the holder of the enclosed  Stock Option  Agreement,
hereby  irrevocably  elects to exercise the purchase  rights  represented by the
Option and to purchase  thereunder  ______* shares of Common Stock of Marine Jet
Technology  Corp. (the  "COMPANY"),  and herewith  encloses  payment of $_______
and/or  _________  shares of the  Company's  common stock in full payment of the
purchase price of such shares being purchased.


Dated:                              
      ------------------------------

YOUR STOCK MAY BE SUBJECT TO RESTRICTIONS  AND  FORFEITABLE  UNDER THE NOTICE OF
STOCK OPTION GRANT AND STOCK OPTION AGREEMENT


                                    --------------------------------------------
                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Option)



                                    --------------------------------------------
                                    (Please Print Name)



                                    --------------------------------------------
                                    (Address)


              *   Insert here the number of shares called for on the face of the
                  Option,  or, in the case of a partial exercise,  the number of
                  shares  being  exercised,  in either case  without  making any
                  adjustment for additional  Common Stock of the Company,  other
                  securities  or  property  that,  pursuant  to  the  adjustment
                  provisions of the Option, may be deliverable upon exercise.


                                       54