Grem USA Watch

from S-8 1 page Amendment to Grem USA 2005 Stock Option Plan, Dated April 29, 2005 Pursuant to a Meeting of the Sole Director of Grem USA on October 22, 2007, Section 6 of the Grem USA 2005 Stock Option Plan Dated April 29, 2005 Shall Be Revised to Read as Follows: Total Number of Shares of Common Stock the Total Number of Shares of Common Stock Reserved for Issuance by the Company Either Directly or Underlying Options Granted Under This Plan Shall Not Be More Than 690,000,000. This Amended Amount Takes Into Consideration the Recent 4 for 1 Reverse Stock Split of the Company's Issued and Outstanding Common Stock. the Total Number of Shares of Common Stock Reserved for Such Issuance May Be Increased Only by a Resolution Adopted by the Board of Directors and Amendment of the Plan. Such Common Stock May Be Authorized and Unissued or Reacquired Common Stock of the Company. the Terms and Provisions of the Amendment of This Plan Shall Be Binding Upon, and Shall Inure to the Benefit Of, Each Participant, His Executives or Administrators, Heirs, and Personal and Legal Representatives. Dated the 22nd Day of October 2007. Grem USA By: /S/ Edward Miers Edward Miers, President

from S-8 1 page Amendment to Grem USA 2005 Stock Option Plan, Dated April 29, 2005 Pursuant to a Meeting of the Sole Director of Grem USA on March 21, 2007, Section 6 of the Grem USA 2005 Stock Option Plan Dated April 29, 2005 Shall Be Revised to Read as Follows: Total Number of Shares of Common Stock the Total Number of Shares of Common Stock Reserved for Issuance by the Company Either Directly or Underlying Options Granted Under This Plan Shall Not Be More Than 2,000,000,000. the Total Number of Shares of Common Stock Reserved for Such Issuance May Be Increased Only by a Resolution Adopted by the Board of Directors and Amendment of the Plan. Such Common Stock May Be Authorized and Unissued or Reacquired Common Stock of the Company. the Terms and Provisions of the Amendment of This Plan Shall Be Binding Upon, and Shall Inure to the Benefit Of, Each Participant, His Executives or Administrators, Heirs, and Personal and Legal Representatives. Dated the 21st Day of March 2007. Grem USA By: /S/ Edward Miers Edward Miers, President

from S-8 1 page Amendment to Grem USA 2005 Stock Option Plan, Dated April 29, 2005 Pursuant to a Meeting of the Sole Director of Grem USA on May 12, 2006, Section 6 of the Grem USA 2005 Stock Option Plan Dated April 29, 2005 Shall Be Revised to Read as Follows: Total Number of Shares of Common Stock the Total Number of Shares of Common Stock Reserved for Issuance by the Company Either Directly or Underlying Options Granted Under This Plan Shall Not Be More Than 1,440,000,000. the Total Number of Shares of Common Stock Reserved for Such Issuance May Be Increased Only by a Resolution Adopted by the Board of Directors and Amendment of the Plan. Such Common Stock May Be Authorized and Unissued or Reacquired Common Stock of the Company. the Terms and Provisions of the Amendment of This Plan Shall Be Binding Upon, and Shall Inure to the Benefit Of, Each Participant, His Executives or Administrators, Heirs, and Personal and Legal Representatives. Dated the 12th Day of May 2006. Grem USA By: /S/ Edward Miers Edward Miers, President

from S-8 1 page Amendment to Grem USA 2005 Stock Option Plan, Dated April 29, 2005 Pursuant to a Meeting of the Sole Director of Grem USA on January 30, 2006, Section 6 of the Grem USA 2005 Stock Option Plan Dated April 29, 2005 Shall Be Revised to Read as Follows: Total Number of Shares of Common Stock the Total Number of Shares of Common Stock Reserved for Issuance by the Company Either Directly or Underlying Options Granted Under This Plan Shall Not Be More Than 1,250,000,000. the Total Number of Shares of Common Stock Reserved for Such Issuance May Be Increased Only by a Resolution Adopted by the Board of Directors and Amendment of the Plan. Such Common Stock May Be Authorized and Unissued or Reacquired Common Stock of the Company. the Terms and Provisions of the Amendment of This Plan Shall Be Binding Upon, and Shall Inure to the Benefit Of, Each Participant, His Executives or Administrators, Heirs, and Personal and Legal Representatives. Dated the 30th Day of January 2006. Grem USA By: /S/ Edward Miers Edward Miers, President

from S-8 1 page Amendment to Grem USA 2005 Stock Option Plan, Dated April 29, 2005 Pursuant to a Meeting of the Sole Director of Grem USA on November 15, 2005, Section 6 of the Grem USA 2005 Stock Option Plan Dated April 29, 2005 Shall Be Revised to Read as Follows: Total Number of Shares of Common Stock the Total Number of Shares of Common Stock Reserved for Issuance by the Company Either Directly or Underlying Options Granted Under This Plan Shall Not Be More Than 550,000,000. the Total Number of Shares of Common Stock Reserved for Such Issuance May Be Increased Only by a Resolution Adopted by the Board of Directors and Amendment of the Plan. Such Common Stock May Be Authorized and Unissued or Reacquired Common Stock of the Company. the Terms and Provisions of the Amendment of This Plan Shall Be Binding Upon, and Shall Inure to the Benefit Of, Each Participant, His Executives or Administrators, Heirs, and Personal and Legal Representatives. Dated the 16th Day of November 2005. Grem USA By: /S/ Edward Miers Edward Miers, President

from S-8 ~5 pages Indenture or similar

from S-8 ~5 pages Indenture or similar

from S-8 ~5 pages Indenture or similar

from S-8 ~5 pages Indenture or similar

from S-8 ~5 pages 2003 Stock Benefit Plan

from S-8 ~5 pages 2002 Benefit Plan

from S-8 ~5 pages 2002 Benefit Plan

from 10KSB 1 page Number Premier Axium Asp, Inc. Shares Incorporated Under the Laws of the State of Nevada Common Voting Stock Cusip 74047e 10 9 Par Value: Common Voting Stock Fully Paid and Non-Assessable This Certifies That Specimen Is the Registered Holder of Shares of the Common Stock of Premier Axium Asp, Inc., a Nevada Corporation, Transferable Only on the Books of the Corporation by the Holder Hereof in Person or by Attorney Upon Surrender of the Certificate Properly Endorsed. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. - --- Restricted Legend on Back--- Not Valid Unless Initialed by Transfer Agent By: Authorized Initial Madison Stock Transfer Inc. P. O. Box 145 Brooklyn, N.Y. 11229 Christine Favara Premier Axium Asp, Inc. Tracey Haggerty President/CEO Corporate Seal Secretary Nevada <page>

from S-8 ~5 pages Year 2001 Restricted Share Plan