Exhibit
      10.1

     

    UNITED
      HERITAGE CORPORATION

    


    2008
      EQUITY INCENTIVE PL AN

    


    As
      Adopted by the Board of Directors on February 29, 2008

    


    1. 
      PURPOSE.

    


    The
      purpose of this Plan is to provide incentives to attract, retain and motivate
      eligible persons whose present and potential contributions are important to
      the
      success of the Company and its Subsidiaries by offering them an opportunity
      to
      participate in the Company’s future performance through awards of Options, the
      right to purchase Common Stock and Stock Bonuses. Capitalized terms not defined
      in the text are defined in Section 2.

    


    2. 
      DEFINITIONS.

    


    As
      used
      in this Plan, the following terms will have the following meanings:

    


    “AWARD”
means
      any award under this Plan, including any Option, Stock Award or Stock
      Bonus.

    


    “AWARD
      AGREEMENT”
means,
      with respect to each Award, the signed written agreement between the Company
      and
      the Participant setting forth the terms and conditions of the
      Award.

    


    “BOARD”
means
      the Board of Directors of the Company.

    


    “CAUSE”
means
      any cause, as defined by applicable law, for the termination of a Participant’s
      employment with the Company or a Parent or Subsidiary of the
      Company.

    


    “CODE”
means
      the Internal Revenue Code of 1986, as amended.

    


    “COMPANY”
means
      United Heritage Corporation, a Utah corporation, or any successor
      corporation.

     

    “DISABILITY”
means
      a
      disability, whether temporary or permanent, partial or total, as determined
      by
      the Board.

    


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

    


    “EXERCISE
      PRICE”
means
      the price at which a holder of an Option may purchase the Shares issuable upon
      exercise of the Option.

    


    “FAIR
      MARKET VALUE”
means,
      as of any date, the value of a share of the Company’s Common Stock determined as
      follows:

    


    (a)
        if such Common Stock is publicly traded and is then listed on a national
      securities exchange, its closing price on the date of determination if at least
      one hundred shares were traded on such date, otherwise the closing price on
      the
      last preceding date on which at least one hundred shares were traded, on the
      principal national securities exchange on which the Common Stock is listed
      or
      admitted to trading;

    


    (b)
        if such Common Stock is quoted on the NASDAQ National Market or the
      NASDAQ Capital Market, its closing price on the NASDAQ National Market or the
      NASDAQ Capital Market, respectively, on the date of
      determination;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
        if neither of the foregoing is applicable, by the Board in good
      faith.

    


    “INSIDER”
means
      an officer or director of the Company or any other person whose transactions
      in
      the Company’s Common Stock are subject to Section 16 of the Exchange
      Act.

    


    “OPTION”
means
      an award of an option to purchase Shares pursuant to Section 6.

    


    “PARENT”
means
      any corporation (other than the Company) in an unbroken chain of corporations
      ending with the Company if each of such 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.

    


    “PARTICIPANT”
means
      a
      person who receives an Award under this Plan.

    


    “PERFORMANCE
      FACTORS”
means
      the factors selected by the Board, in its sole and absolute discretion, to
      determine whether the performance goals applicable to Awards have been
      satisfied, including, without limitation, the following factors:

    


    (a)
        Net revenue and/or net revenue growth;

    


    (b)
        Earnings before income taxes and amortization and/or earnings before
      income taxes and amortization growth;

    


    (c)
        Operating income and/or operating income growth;

    


    (d)
        Net income and/or net income growth;

    


    (e)
        Earnings per share and/or earnings per share growth;

    


    (f)
        Total stockholder return and/or total stockholder return
      growth;

    


    (g)
        Return on equity;

    


    (h)
        Operating cash flow return on income;

    


    (i)
        Adjusted operating cash flow return on income;

    


    (j)
        Economic value added; and

    


    (k)
        Individual business objectives.

    


    “PERFORMANCE
      PERIOD”
means
      the period of service determined by the Board, not to exceed five years, during
      which years of service or performance is to be measured for Stock Awards or
      Stock Bonuses, if such Awards are restricted.

    


    “PLAN”
means
      this United Heritage Corporation 2008 Equity Incentive Plan, as amended from
      time to time.

    


    “PURCHASE
      PRICE”
means
      the price at which the Participant of a Stock Award may purchase the
      Shares.

    


    “SEC”
means
      the Securities and Exchange Commission.

    


    “SECURITIES
      ACT”
means
      the Securities Act of 1933, as amended.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “SHARES”
means
      shares of the Company’s Common Stock reserved for issuance under this Plan, as
      adjusted pursuant to Sections 3 and 19, and any successor security.

    


    “STOCK
      AWARD”
means
      an award of Shares pursuant to Section 7. 

    


    “STOCK
      BONUS”
means
      an award of Shares, or cash in lieu of Shares, pursuant to Section
      8.

    


    “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.

    


    “TERMINATION”
or
      “TERMINATED”
means,
      for purposes of this Plan with respect to a Participant, that the Participant
      has for any reason ceased to provide services as an employee, officer, director,
      consultant, independent contractor or advisor to the Company or a Parent or
      Subsidiary of the Company. An employee will not be deemed to have ceased to
      provide services in the case of (i) sick leave, (ii) military leave, or (iii)
      any other leave of absence approved by the Company, provided that such leave
      is
      for a period of not more than 90 days, unless reemployment upon the expiration
      of such leave is guaranteed by contract or statute or unless provided otherwise
      pursuant to a formal policy adopted from time to time by the Company and issued
      and promulgated to employees in writing. In the case of any employee on an
      approved leave of absence, the Board may make such provisions respecting
      suspension of vesting of the Award while on leave from the employ of the Company
      or a Subsidiary as it may deem appropriate, except that in no event may an
      Option be exercised after the expiration of the term set forth in the Option
      agreement. The Board will have sole discretion to determine whether a
      Participant has ceased to provide services and the effective date on which
      the
      Participant ceased to provide services (the “Termination Date”).

    


    3. 
      SHARES
      SUBJECT TO THE PLAN.

    


    3.1
        Number
      of Shares Available.
      Subject
      to Sections 3.2 and 19, the total aggregate number of Shares reserved and
      available for grant and issuance pursuant to this Plan shall be 5,000,000 Shares
      and will include Shares that are subject to: (a) issuance upon exercise of
      an
      Option but cease to be subject to such Option for any reason other than exercise
      of such Option; (b) an Award granted hereunder but forfeited or repurchased
      by
      the Company at the original issue price; and (c) an Award that otherwise
      terminates without Shares being issued. At all times the Company shall reserve
      and keep available a sufficient number of Shares as shall be required to satisfy
      the requirements of all outstanding Options granted under this Plan and all
      other outstanding but unvested Awards granted under this Plan.

    


    3.2
        Adjustment
      of Shares.
      In the
      event that the number of outstanding shares is changed by a stock dividend,
      recapitalization, stock split, reverse stock split, subdivision, combination,
      reclassification or similar change in the capital structure of the Company
      without consideration, then (a) the number of Shares reserved for issuance
      under
      this Plan, (b) the Exercise Prices of and number of Shares subject to
      outstanding Options, and (c) the number of Shares subject to other outstanding
      Awards will be proportionately adjusted, subject to any required action by
      the
      Board or the stockholders of the Company and compliance with applicable
      securities laws; provided
      ,
however
      , that
      fractions of a Share will not be issued but will either be replaced by a cash
      payment equal to the Fair Market Value of such fraction of a Share or will
      be
      rounded up to the nearest whole Share, as determined by the Board.

    


    4. 
      ELIGIBILITY.

    


    ISOs
      (as
      defined in Section 6 below) may be granted only to employees (including officers
      and directors who are deemed to be employees) of the Company or of a Parent
      or
      Subsidiary of the Company. All other Awards may be granted to officers,
      directors, employees, agents and consultants of the Company or any Parent or
      Subsidiary of the Company, provided such consultants, independent contractors
      and advisors render bona-fide services not in connection with the offer and
      sale
      of securities in a capital-raising transaction or promotion of the Company’s
      securities. A person may be granted more than one Award under this
      Plan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. 
      ADMINISTRATION.

     

    5.1
        Board. The
      Plan
      shall be administered and interpreted by the Board.

    


    5.2
        Board
      Authority.
      The
      Board will have the authority to:

    


    (a)
        construe and interpret this Plan, any Award Agreement and any other
      agreement or document executed pursuant to this Plan;

    


    (b)
        prescribe, amend and rescind rules and regulations relating to this Plan
      or any Award;

    


    (c)
        select persons to receive Awards;

    


    (d)
        determine the form, terms and conditions of Awards;

    


    (e)
        determine the number of Shares or other consideration subject to
      Awards;

    


    (f)
        determine whether Awards will be granted singly, in combination with, in
      tandem with, in replacement of, or as alternatives to, other Awards under this
      Plan or any other incentive or compensation plan of the Company or any Parent
      or
      Subsidiary of the Company;

    


    (g)
        grant waivers of Plan or Award conditions;

    


    (h)
        determine the vesting, exercisability and payment of Awards;

    


    (i)
        correct any defect, supply any omission or reconcile any inconsistency in
      this Plan, any Award or any Award Agreement;

    


    (j)
        determine whether an Award has been earned; 

    


    (k)
      amend
      or terminate the Plan, provided,
      however,
      the
      Board will not amend the Plan in any manner that requires shareholder approval
      without such approval; and

    


    (l)
        make all other determinations necessary or advisable for the
      administration of this Plan.

    


    5.3
        Board
      Discretion.
      Any
      determination made by the Board with respect to any Award will be made at the
      time of grant of the Award or, unless in contravention of any express term
      of
      this Plan or Award, at any later time, and such determination will be final
      and
      binding on the Company and on all persons having an interest in any Award under
      this Plan. The Board may delegate to one or more officers of the Company the
      authority to grant an Award under this Plan to Participants who are not Insiders
      of the Company. No member of the Board shall be personally liable for any action
      taken or decision made in good faith relating to this Plan, and all members
      of
      the Board shall be fully protected and indemnified to the fullest extent
      permitted under applicable law by the Company in respect to any such action,
      determination, or interpretation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. 
      OPTIONS.

    


    The
      Board
      may grant Options to eligible persons and will determine whether such Options
      will be Incentive Stock Options within the meaning of the Code (“ISO”) or
      Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the
      Option, the Exercise Price of the Option, the period during which the Option
      may
      be exercised, and all other terms and conditions of the Option, subject to
      the
      following: 

    


    6.1
        Form
      of Option Grant.
      Each
      Option granted under this Plan will be evidenced by an Award Agreement which
      will expressly identify the Option as an ISO or an NQSO (hereinafter referred
      to
      as the “Stock Option Agreement”), and will be in such form and contain such
      provisions (which need not be the same for each Participant) as the Board may
      from time to time approve, and which will comply with and be subject to the
      terms and conditions of this Plan.

    


    6.2
        Date
      of Grant.
      The
      date of grant of an Option will be the date on which the Board makes the
      determination to grant such Option, unless otherwise specified by the Board.
      The
      Stock Option Agreement and a copy of this Plan will be delivered to the
      Participant within a reasonable time after the granting of the
      Option.

    


    6.3
        Exercise
      Period.
      Options
      may be exercisable within the times or upon the events determined by the Board
      as set forth in the Stock Option Agreement governing such Option; provided
      ,
however
      , that
      no Option will be exercisable after the expiration of ten (10) years from the
      date the Option is granted; and provided further that no ISO granted to a person
      who directly or by attribution owns more than ten percent (10%) of the total
      combined voting power of all classes of stock of the Company or of any Parent
      or
      Subsidiary of the Company (“Ten Percent Stockholder”) will be exercisable after
      the expiration of five (5) years from the date the ISO is granted. The Board
      also may provide for Options to become exercisable at one time or from time
      to
      time, periodically or otherwise, in such number of Shares or percentage of
      Shares as the Board determines, provided
      ,
however
      , that
      in all events a Participant will be entitled to exercise an Option at the rate
      of at least 20% per year over five years from the date of grant, subject to
      reasonable conditions such as continued employment; and further provided that
      an
      Option granted to a Participant who is an officer or director may become fully
      exercisable at any time or during any period established by the
      Company.

    


    6.4
        Exercise
      Price.
      The
      Exercise Price of an Option will be determined by the Board when the Option
      is
      granted and may not be less than 85% of the Fair Market Value of the Shares
      on
      the date of grant; provided that: (a) the Exercise Price of an ISO will be
      not
      less than 100% of the Fair Market Value of the Shares on the date of grant;
      and
      (b) the Exercise Price of any Option granted to a Ten Percent Stockholder will
      not be less than 110% of the Fair Market Value of the Shares on the date of
      grant. Payment for the Shares purchased must be made in accordance with Section
      9 of this Plan.

    


    6.5
        Method
      of Exercise.
      Options
      may be exercised only by delivery to the Company of a written stock option
      exercise agreement (the “Exercise Agreement”) in a form approved by the Board,
      (which need not be the same for each Participant), stating the number of Shares
      being purchased, the restrictions imposed on the Shares purchased under such
      Exercise Agreement, if any, and such representations and agreements regarding
      the Participant’s investment intent and access to information and other matters,
      if any, as may be required or desirable by the Company to comply with applicable
      securities laws, together with payment in full of the Exercise Price for the
      number of Shares being purchased.

    


    6.6
        Termination.
      Notwithstanding the exercise periods set forth in the Stock Option Agreement,
      exercise of an Option will always be subject to the following:

    


    (a)
        If the Participant’s service is Terminated for any reason except death or
      Disability, then the Participant may exercise such Participant’s Options only to
      the extent that such Options would have been exercisable upon the Termination
      Date, but must be exercised no later than three (3) months after the Termination
      Date (or such longer time period not exceeding five (5) years as may be approved
      by the Board, with any exercise beyond three (3) months after the Termination
      Date deemed to be an NQSO).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
        If the Participant’s service is Terminated because of the Participant’s
      death or Disability (or the Participant dies within three (3) months after
      a
      Termination other than for Cause or because of Participant’s Disability), then
      the Participant’s Options may be exercised only to the extent that such Options
      would have been exercisable by the Participant on the Termination Date and
      must
      be exercised by the Participant (or the Participant’s legal representative) no
      later than twelve (12) months after the Termination Date (or such longer time
      period not exceeding five (5) years as may be approved by the Board, with any
      such exercise beyond (i) three (3) months after the Termination Date when the
      Termination is for any reason other than the Participant’s death or Disability,
      or (ii) twelve (12) months after the Termination Date when the Termination
      is
      for Participant’s death or Disability, deemed to be an NQSO).

    


    (c)
        Notwithstanding the provisions in paragraph 6.6(a) above, if the
      Participant’s service is Terminated for Cause, neither the Participant, the
      Participant’s estate nor such other person who may then hold the Option shall be
      entitled to exercise any Option with respect to any Shares whatsoever, after
      Termination, whether or not after Termination the Participant may receive
      payment from the Company or a Subsidiary for vacation pay, for services rendered
      prior to Termination, for services rendered for the day on which Termination
      occurs, for salary in lieu of notice, or for any other benefits. For the purpose
      of this paragraph, Termination shall be deemed to occur on the date when the
      Company dispatches notice or advice to the Participant that his or her service
      is Terminated.

    


    6.7
        Limitations
      on Exercise.
      The
      Board may specify a reasonable minimum number of Shares that may be purchased
      on
      any exercise of an Option, provided that such minimum number will not prevent
      the Participant from exercising an Option for the full number of Shares for
      which it is then exercisable.

    


    6.8
        Limitations
      on ISO.
      The
      aggregate Fair Market Value (determined as of the date of grant) of Shares
      with
      respect to which ISO are exercisable for the first time by a Participant during
      any calendar year (under this Plan or under any other incentive stock option
      plan of the Company, Parent or Subsidiary of the Company) will not exceed
      $100,000. If the Fair Market Value of Shares on the date of grant with respect
      to which ISO are exercisable for the first time by a Participant during any
      calendar year exceeds $100,000, then the Options for the first $100,000 worth
      of
      Shares to become exercisable in such calendar year will be ISO and the Options
      for the amount in excess of $100,000 that become exercisable in that calendar
      year will be NQSOs. In the event that the Code or the regulations promulgated
      thereunder are amended after the Effective Date of this Plan to provide for
      a
      different limit on the Fair Market Value of Shares permitted to be subject
      to
      ISO, such different limit will be automatically incorporated herein and will
      apply to any Options granted after the effective date of such
      amendment.

    


    6.9
        Modification,
      Extension or Renewal.
      The
      Board may modify, extend or renew outstanding Options and authorize the grant
      of
      new Options in substitution therefore, provided that any such action may not,
      without the written consent of a Participant, impair any of such Participant’s
      rights under any Option previously granted. Any outstanding ISO that is
      modified, extended, renewed or otherwise altered will be treated in accordance
      with Section 424(h) of the Code. The Board may reduce the Exercise Price of
      outstanding Options without the consent of Participants affected by a written
      notice to them; provided
      ,
however
      , that
      the Exercise Price may not be reduced below the minimum Exercise Price that
      would be permitted under Section 6.4 of this Plan for Options granted on the
      date the action is taken to reduce the Exercise Price.

    


    6.10
        No
      Disqualification.
      Notwithstanding any other provision in this Plan, no term of this Plan relating
      to ISO will be interpreted, amended or altered, nor will any discretion or
      authority granted under this Plan be exercised, so as to disqualify this Plan
      under Section 422 of the Code or, without the consent of the Participant
      affected, to disqualify any ISO under Section 422 of the Code.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7. 
      STOCK
      AWARD.

    


    A
      Stock
      Award is an offer by the Company to sell to an eligible person Shares that
      may
      or may not be subject to restrictions. The Board will determine to whom an
      offer
      will be made, the number of Shares the person may purchase, the price to be
      paid
      (the “Purchase Price”), the restrictions to which the Shares will be subject, if
      any, and all other terms and conditions of the Stock Award, subject to the
      following:

    


    7.1
        Form
      of Stock Award.
      All
      purchases under a Stock Award made pursuant to this Plan will be evidenced
      by an
      Award Agreement (the “Stock Purchase Agreement”) that will be in such form
      (which need not be the same for each Participant) as the Board will from time
      to
      time approve, and will comply with and be subject to the terms and conditions
      of
      this Plan. The offer of a Stock Award will be accepted by the Participant’s
      execution and delivery of the Stock Purchase Agreement and payment for the
      Shares to the Company in accordance with the Stock Purchase
      Agreement.

    


    7.2
        Purchase
      Price.
      The
      Purchase Price of Shares sold pursuant to a Stock Award will be determined
      by
      the Board on the date the Stock Award is granted and may not be less than 85%
      of
      the Fair Market Value of the Shares on the grant date, except in the case of
      a
      sale to a Ten Percent Stockholder, in which case the Purchase Price will be
      100%
      of the Fair Market Value. Payment of the Purchase Price must be made in
      accordance with Section 9 of this Plan.

    


    7.3
        Terms
      of Stock Awards.
      Stock
      Awards may be subject to such restrictions as the Board may impose. These
      restrictions may be based upon completion of a specified number of years of
      service with the Company or upon completion of the performance goals as set
      out
      in advance in the Participant’s individual Stock Purchase Agreement. Stock
      Awards may vary from Participant to Participant and between groups of
      Participants. Prior to the grant of a Stock Award subject to restrictions,
      the
      Board shall: (a) determine the nature, length and starting date of any
      Performance Period for the Stock Award; (b) select from among the Performance
      Factors to be used to measure performance goals, if any; and (c) determine
      the
      number of Shares that may be awarded to the Participant. Prior to the transfer
      of any Stock Award, the Board shall determine the extent to which such Stock
      Award has been earned. Performance Periods may overlap and Participants may
      participate simultaneously with respect to Stock Awards that are subject to
      different Performance Periods and have different performance goals and other
      criteria.

    


    7.4
        Termination
      During Performance Period.
      If a
      Participant is Terminated during a Performance Period for any reason, then
      such
      Participant will be entitled to payment (whether in Shares, cash or otherwise)
      with respect to the Stock Award only to the extent earned as of the date of
      Termination in accordance with the Stock Purchase Agreement, unless the Board
      determines otherwise.

    


    8. 
      STOCK
      BONUSES.

    


    8.1
        Awards
      of Stock Bonuses.
      A Stock
      Bonus is an award of Shares for extraordinary services rendered to the Company
      or any Parent or Subsidiary of the Company. A Stock Bonus will be awarded
      pursuant to an Award Agreement (the “Stock Bonus Agreement”) that will be in
      such form (which need not be the same for each Participant) as the Board will
      from time to time approve, and will comply with and be subject to the terms
      and
      conditions of this Plan. A Stock Bonus may be awarded upon satisfaction of
      such
      performance goals as are set out in advance in the Participant’s individual
      Award Agreement (the “Performance Stock Bonus Agreement”). Stock Bonuses may
      vary from Participant to Participant and between groups of Participants, and
      may
      be based upon the achievement of the Company, Parent or Subsidiary and/or
      individual performance factors or upon such other criteria as the Board may
      determine.

    


    8.2
        Terms
      of Stock Bonuses.
      The
      Board will determine the number of Shares to be awarded to the Participant.
      If
      the Stock Bonus is being earned upon the satisfaction of performance goals
      pursuant to a Performance Stock Bonus Agreement, then the Board will: (a)
      determine the nature, length and starting date of any Performance Period for
      each Stock Bonus; (b) select from among the Performance Factors to be used
      to
      measure the performance, if any; and (c) determine the number of Shares that
      may
      be awarded to the Participant. Prior to the payment of any Stock Bonus, the
      Board shall determine the extent to which such Stock Bonuses have been earned.
      Performance Periods may overlap and Participants may participate simultaneously
      with respect to Stock Bonuses that are subject to different Performance Periods
      and different performance goals and other criteria. The number of Shares may
      be
      fixed or may vary in accordance with such performance goals and criteria as
      may
      be determined by the Board. The Board may adjust the performance goals
      applicable to the Stock Bonuses to take into account changes in law and
      accounting or tax rules and to make such adjustments as the Board deems
      necessary or appropriate to reflect the impact of extraordinary or unusual
      items, events or circumstances to avoid windfalls or hardships.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.3
        Form
      of Payment.
      The
      earned portion of a Stock Bonus may be paid to the Participant by the Company
      either currently or on a deferred basis, as agreed by the Participant and the
      Company, with such interest or dividend equivalent, if any, as the Board may
      determine. Payment of an interest or dividend equivalent (if any) may be made
      in
      the form of cash or whole Shares or a combination thereof, either in a lump
      sum
      payment or in installments, as the Board will determine.

    


    9. 
      PAYMENT
      FOR SHARE PURCHASES.

    


    Payment
      for Shares purchased pursuant to this Plan must be made in cash (by check)
      or,
      where expressly approved for the Participant by the Board and where permitted
      by
      law:

    


    (a)
        by cancellation of indebtedness of the Company to the
      Participant;

    


    (b)
        by surrender of shares that either: (1) have been owned by the
      Participant for more than six (6) months and have been paid for within the
      meaning of SEC Rule 144; or (2) were obtained by the Participant in the public
      market;

    


    (c)
        by waiver of compensation due or accrued to the Participant for services
      rendered;

    


    (d)
        with respect only to purchases upon exercise of an Option, and provided
      that a public market for the Company’s stock exists:

    


    (1)
        through a “same day sale” commitment from the Participant and a
      broker-dealer that is a member of the Financial Industry Regulatory
      Authority (a “FINRA Dealer”) whereby the Participant irrevocably elects to
      exercise the Option and to sell a portion of the Shares so purchased to pay
      for
      the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon
      receipt of such Shares to forward the Exercise Price directly to the Company;
      or

    


    (2)
        through a “margin” commitment from the Participant and a FINRA
      Dealer whereby the Participant irrevocably elects to exercise the Option and
      to
      pledge the Shares so purchased to the FINRA Dealer in a margin account as
      security for a loan from the FINRA Dealer in the amount of the Exercise
      Price, and whereby the FINRA Dealer irrevocably commits upon receipt of
      such Shares to forward the Exercise Price directly to the Company;
      or

    


    (e)
        by any combination of the foregoing.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10. 
      WITHHOLDING
      TAXES.

    


    10.1
        Withholding
      Generally.
      Whenever Shares are to be issued in satisfaction of Awards granted under this
      Plan, the Company may require the Participant to remit to the Company an amount
      sufficient to satisfy federal, state and local withholding tax requirements
      prior to the delivery of any certificate or certificates for such Shares.
      Whenever, under this Plan, payments in satisfaction of Awards are to be made
      in
      cash, such payment will be net of an amount sufficient to satisfy federal,
      state, and local withholding tax requirements.

    


    10.2
        Stock
      Withholding.
      When,
      under applicable tax laws, a participant incurs tax liability in connection
      with
      the exercise or vesting of any Award that is subject to tax withholding and
      the
      Participant is obligated to pay the Company the amount required to be withheld,
      the Board may allow the Participant to satisfy the minimum withholding tax
      obligation by electing to have the Company withhold from the Shares to be issued
      that number of Shares having a Fair Market Value equal to the minimum amount
      required to be withheld, determined on the date that the amount of tax to be
      withheld is to be determined. All elections by a Participant to have Shares
      withheld for this purpose will be made in accordance with the requirements
      established by the Board and will be in writing in a form acceptable to the
      Board.

    


    11. 
      PRIVILEGES
      OF STOCK OWNERSHIP.

    


    11.1
        Voting
      and Dividends.
      No
      Participant will have any of the rights of a stockholder with respect to any
      Shares until the Shares are issued to the Participant. After Shares are issued
      to the Participant, the Participant will be a stockholder and will have all
      the
      rights of a stockholder with respect to such Shares, including the right to
      vote
      and receive all dividends or other distributions made or paid with respect
      to
      such Shares; provided, that if such Shares are issued pursuant to a Stock Award
      with restrictions, then any new, additional or different securities the
      Participant may become entitled to receive with respect to such Shares by virtue
      of a stock dividend, stock split or any other change in the corporate or capital
      structure of the Company will be subject to the same restrictions as the Stock
      Award; provided, further, that the Participant will have no right to retain
      such
      stock dividends or stock distributions with respect to Shares that are
      repurchased at the Participant’s Purchase Price or Exercise Price pursuant to
      Section 13.

    


    11.2
        Financial
      Statements.
      The
      Company will provide publicly available financial information,, including
      financial statements to each Participant prior to such Participant’s purchase of
      Shares under this Plan, and to each Participant annually during the period
      such
      Participant has Awards outstanding; provided,
      however,
      the
      Company will not be required to provide such financial statements to
      Participants whose services in connection with the Company assure them access
      to
      equivalent information.

    


    12. 
      NON-TRANSFERABILITY.

    


    Awards
      of
      Shares granted under this Plan, and any interest therein, will not be
      transferable or assignable by the Participant, and may not be made subject
      to
      execution, attachment or similar process, other than by will or by the laws
      of
      descent and distribution. Awards of Options granted under this Plan, and any
      interest therein, will not be transferable or assignable by the Participant,
      and
      may not be made subject to execution, attachment or similar process, other
      than
      by will or by the laws of descent and distribution, by instrument to an inter
      vivos or testamentary trust in which the options are to be passed to
      beneficiaries upon the death of the trustor, or by gift to “immediate family” as
      that term is defined in 17 C.F.R. 240.16a-1(e). During the lifetime of the
      Participant an Award will be exercisable only by the Participant. During the
      lifetime of the Participant, any elections with respect to an Award may be
      made
      only by the Participant unless otherwise determined by the Board and set forth
      in the Award Agreement with respect to Awards that are not
      ISOs.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    13. 
      RESERVED.

    


    14. 
      CERTIFICATES.

    


    All
      certificates for Shares or other securities delivered under this Plan will
      be
      subject to such stop transfer orders, legends and other restrictions as the
      Board may deem necessary or advisable, including restrictions under any
      applicable federal, state or foreign securities law, or any rules, regulations
      and other requirements of the SEC or any stock exchange or automated quotation
      system upon which the Shares may be listed or quoted.

    


    15. 
      ESCROW;
      PLEDGE OF SHARES.

    


    To
      enforce any restrictions on a Participant’s Shares, the Board may require the
      Participant to deposit all certificates representing Shares, together with
      stock
      powers or other instruments of transfer approved by the Board appropriately
      endorsed in blank, with the Company or an agent designated by the Company to
      hold in escrow until such restrictions have lapsed or terminated, and the Board
      may cause a legend or legends referencing such restrictions to be placed on
      the
      certificates.

    


    16. 
      EXCHANGE
      AND BUYOUT OF AWARDS.

    


    The
      Board
      may, at any time or from time to time, authorize the Company, with the consent
      of the respective Participants, to issue new Awards in exchange for the
      surrender and cancellation of any or all outstanding Awards. The Board may
      at
      any time buy from a Participant an Award previously granted with payment in
      cash, Shares or other consideration, based on such terms and conditions as
      the
      Board and the Participant may agree.

    


    17. 
      SECURITIES
      LAW AND OTHER REGULATORY COMPLIANCE.

    


    An
      Award
      will not be effective unless such Award is in compliance with all applicable
      federal and state securities laws, rules and regulations of any governmental
      body, and the requirements of any stock exchange or automated quotation system
      upon which the Shares may then be listed or quoted, as they are in effect on
      the
      date of grant of the Award and also on the date of exercise or other issuance.
      Notwithstanding any other provision in this Plan, the Company will have no
      obligation to issue or deliver certificates for Shares under this Plan prior
      to:
      (a) obtaining any approvals from governmental agencies that the Company
      determines are necessary or advisable; and/or (b) completion of any registration
      or other qualification of such Shares under any state or federal law or ruling
      of any governmental body that the Company determines to be necessary or
      advisable. The Company will be under no obligation to register the Shares with
      the SEC or to effect compliance with the registration, qualification or listing
      requirements of any state securities laws, stock exchange or automated quotation
      system, and the Company will have no liability for any inability or failure
      to
      do so.

    


    18. 
      NO
      OBLIGATION TO EMPLOY.

    


    Nothing
      in this Plan or any Award granted under this Plan will confer or be deemed
      to
      confer on any Participant any right to continue in the employ of, or to continue
      any other relationship with, the Company or any Parent or Subsidiary of the
      Company or limit in any way the right of the Company or any Parent or Subsidiary
      of the Company to terminate Participant’s employment or other relationship at
      any time, with or without cause.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    19. 
      CORPORATE
      TRANSACTIONS.

     

    19.1
        Assumption
      or Replacement of Awards by Successor.
      In the
      event of (a) a dissolution or liquidation of the Company, (b) a merger or
      consolidation in which the Company is not the surviving corporation (other
      than
      a merger or consolidation with a wholly-owned subsidiary, a reincorporation
      of
      the Company in a different jurisdiction, or other transaction in which there
      is
      no substantial change in the stockholders of the Company or their relative
      stock
      holdings and the Awards granted under this Plan are assumed, converted or
      replaced by the successor corporation, which assumption will be binding on
      all
      Participants), (c) a merger in which the Company is the surviving corporation
      but after which the stockholders of the Company immediately prior to such merger
      (other than any stockholder that merges, or which owns or controls another
      corporation that merges, with the Company in such merger) cease to own their
      shares or other equity interest in the Company, (d) the sale of substantially
      all of the assets of the Company, or (e) the acquisition, sale, or transfer
      of
      more than 50% of the outstanding shares of the Company by tender offer or
      similar transaction, any or all outstanding Awards may be assumed, converted
      or
      replaced by the successor corporation (if any), which assumption, conversion
      or
      replacement will be binding on all Participants. In the alternative, the
      successor corporation may substitute equivalent Awards or provide substantially
      similar consideration to Participants as was provided to stockholders (after
      taking into account the existing provisions of the Awards). The successor
      corporation may also issue, in place of outstanding Shares of the Company held
      by the Participant, substantially similar shares or other property subject
      to
      repurchase restrictions no less favorable to the Participant. In the event
      such
      successor corporation (if any) refuses to assume or substitute Awards, as
      provided above, pursuant to a transaction described in this Subsection 19.1,
      (i)
      the vesting of any or all Awards granted pursuant to this Plan will accelerate
      upon a transaction described in this Section 19 and (ii) any or all Options
      granted pursuant to this Plan will become exercisable in full prior to the
      consummation of such event at such time and on such conditions as the Board
      determines. If such Options are not exercised prior to the consummation of
      the
      corporate transaction, they shall terminate at such time as determined by the
      Board.

    


    19.2
        Other
      Treatment of Awards.
      Subject
      to any greater rights granted to Participants under the foregoing provisions
      of
      this Section 19, in the event of the occurrence of any transaction described
      in
      Section 19.1, any outstanding Awards will be treated as provided in the
      applicable agreement or plan of merger, consolidation, dissolution, liquidation,
      or sale of assets.

    


    19.3
        Assumption
      of Awards by the Company.
      The
      Company, from time to time, also may substitute or assume outstanding awards
      granted by another company, whether in connection with an acquisition of such
      other company or otherwise, by either; (a) granting an Award under this Plan
      in
      substitution of such other company’s award; or (b) assuming such award as if it
      had been granted under this Plan if the terms of such assumed award could be
      applied to an Award granted under this Plan. Such substitution or assumption
      will be permissible if the holder of the substituted or assumed award would
      have
      been eligible to be granted an Award under this Plan if the other company had
      applied the rules of this Plan to such grant. In the event the Company assumes
      an award granted by another company, the terms and conditions of such award
      will
      remain unchanged (except that the exercise price and the number and nature
      of
      Shares issuable upon exercise of any such option will be adjusted appropriately
      pursuant to Section 424(a) of the Code). In the event the Company elects to
      grant a new Option rather than assuming an existing option, such new Option
      may
      be granted with a similarly adjusted Exercise Price.

    


    20. 
      ADOPTION
      AND STOCKHOLDER APPROVAL.

    


    This
      Plan
      will become effective on the date on which it is adopted by the Board (the
      “Effective Date”). Upon the Effective Date, the Board may grant Awards pursuant
      to this Plan. The Company intends to seek stockholder approval of the Plan
      within twelve (12) months after the date this Plan is adopted by the Board;
      provided,
      however
      , if the
      Company fails to obtain stockholder approval of the Plan during such 12-month
      period, pursuant to Section 422 of the Code, any Option granted as an ISO at
      any
      time under the Plan will not qualify as an ISO within the meaning of the Code
      and will be deemed to be an NQSO.

    


    21. 
      TERM
      OF PLAN/GOVERNING LAW.

    


    Unless
      earlier terminated as provided herein, this Plan will terminate ten (10) years
      from the date this Plan is adopted by the Board or, if earlier, the date of
      stockholder approval. This Plan and all agreements thereunder shall be governed
      by and construed in accordance with the laws of the State of Texas.

     

    22. 
      AMENDMENT
      OR TERMINATION OF PLAN.

     

    The
      Board
      may at any time terminate or amend this Plan in any respect, including without
      limitation amendment of any form of Award Agreement or instrument to be executed
      pursuant to this Plan; provided
      ,
however
      , that
      the Board will not, without the approval of the stockholders of the Company,
      amend this Plan in any manner that requires such stockholder
      approval.

    
      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    23. 
      NONEXCLUSIVITY
      OF THE PLAN.

    


    Neither
      the adoption of this Plan by the Board, the submission of this Plan to the
      stockholders of the Company for approval, nor any provision of this Plan will
      be
      construed as creating any limitations on the power of the Board to adopt such
      additional compensation arrangements as it may deem desirable, including,
      without limitation, the granting of stock options and bonuses otherwise than
      under this Plan, and such arrangements may be either generally applicable or
      applicable only in specific cases.

    


    24.   ACTION
      BY BOARD.

    


    Any
      action permitted or required to be taken by the Board or any decision or
      determination permitted or required to be made by the Board pursuant to this
      Plan shall be taken or made in the Board’s sole and absolute
      discretion.