Filed by sedaredgar.com - General Metals Corporation - Exhibit 4.1






GENERAL METALS CORPORATION 

2008 STOCK PLAN 

1.          
Purpose. 

             
The purpose of this plan (the "Plan") is to secure for General Metals
Corporation (the "Corporation") and its stockholders the benefits arising from
capital stock ownership by employees, officers and directors of, and consultants
or advisors to, the Corporation and its subsidiary corporations who are expected
to contribute to the Corporation's future growth and success. The Plan permits
grants of options to purchase shares of Common Stock, $0.001 par value per
share, of the Corporation (“Common Stock”) and awards of shares of Common Stock
that are restricted as provided in Section 12 (“Restricted Shares”). Those
provisions of the Plan which make express reference to Section 422 of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code"), shall apply only to Incentive Stock Options (as that term is defined in
the Plan). 

2.           
Type of Options and Administration. 

             
(a)            Types
of Options. Options granted pursuant to the Plan shall be authorized by
action of the Board of Directors of the Corporation (or a Committee designated
by the Board of Directors) and may be either incentive stock options ("Incentive
Stock Options") meeting the requirements of Section 422 of the Code or
non-statutory options which are not intended to meet the requirements of Section
422 of the Code. 

              
(b)           
Administration. The Plan will be administered by the Board of Directors
of the Corporation, whose construction and interpretation of the terms and
provisions of the Plan shall be final and conclusive. The Board of Directors may
in its sole discretion grant Restricted Shares and options to purchase shares of
Common Stock and issue shares upon exercise of such options as provided in the
Plan. The Board shall have authority, subject to the express provisions of the
Plan, to construe the respective option and Restricted Share agreements and the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the respective option and
Restricted Share agreements, which need not be identical, and to make all other
determinations in the judgment of the Board of Directors necessary or desirable
for the administration of the Plan. The Board of Directors may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option or Restricted Share agreement in the manner and to the extent it
shall deem expedient to carry the Plan into effect and it shall be the sole and
final judge of such expediency. No director or person acting pursuant to
authority delegated by the Board of Directors shall be liable for any action or
determination under the Plan made in good faith. The Board of Directors may, to
the full extent permitted by or consistent with applicable laws or regulations
(including, without limitation, applicable state law and Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
rule ("Rule 16b-3")), delegate any or all of its powers under the Plan to a
committee (the "Committee") appointed by the Board of Directors, and if the 




Committee is so appointed all references to the Board of
Directors in the Plan shall mean and relate to such Committee with respect to
the powers so delegated. Any director to whom an option or stock grant is
awarded shall be ineligible to vote upon his or her option or stock grant, but
such option or stock grant may be awarded any such director by a vote of the
remainder of the directors, except as limited below. 

              
(c)           
Applicability of Rule 16b-3. Those provisions of the Plan which make
express reference to Rule 16b-3 shall apply to the Corporation only at such time
as the Corporation's Common Stock is registered under the Exchange Act, and then
only to such persons as are required to file reports under Section 16(a) of the
Exchange Act (a "Reporting Person"). 

              
(d)           
Compliance with Section 162(m) of the Code. Section 162(m) of the Code,
added by the Omnibus Budget Reconciliation Act of 1993, generally limits the tax
deductibility to publicly held companies of compensation in excess of $1,000,000
paid to certain “covered employees” (“Covered Employees”). It is the
Corporation’s intention to preserve the deductibility of such compensation to
the extent it is reasonably practicable and to the extent it is consistent with
the Corporation’s compensation objectives. For purposes of this Plan, Covered
Employees of the Corporation shall be those employees of the Corporation
described in Section 162(m)(3) of the Code. 

              
(e)            Special
Provisions Applicable to Options Granted to Covered Employees. In order for
the full value of options granted to Covered Employees to be deductible by the
Corporation for federal income tax purposes, the Corporation may intend for such
options to be treated as “qualified performance based compensation” as described
in Treas. Reg. §1.162 -27(e) (or any successor regulation). In such case,
options granted to Covered Employees shall be subject to the following
additional requirements: 

                              (i)           
such options and rights shall be granted only by a committee comprised solely of
two or more “outside directors”, within the meaning of Treas. Reg. §
1.162.27(e)(3); and 

                               (ii)           
the exercise price of such options shall in no event be less than the Fair
Market Value (as defined below) of the Common Stock as of the date of grant of
such options. 

              
(f)            Section
409A of the Code. The Board of Directors may only grant those awards that
either comply with the applicable requirements of Section 409A of the Code, or
do not result in the deferral of compensation within the meaning of Section 409A
of the Code. 

3.           
Eligibility. 

                (a)           
(a) General. Options and Restricted Shares may be granted to persons who
are, at the time of grant, in a Business Relationship (as defined below) with
the Corporation; provided, that Incentive Stock Options may only be
granted to individuals who are employees of the Corporation (within the meaning
of Section 3401(c) of the Code). A person who has been granted an option or
Restricted Shares may, if he or she is otherwise eligible, be granted 




additional options or Restricted Shares if the Board of
Directors shall so determine. For purposes of the Plan, “Business Relationship”
means that a person is serving the Corporation, its parent, if applicable, or
any of its subsidiaries, if applicable, in the capacity of an employee, officer,
director, advisor or consultant. 

              
(b)            Grant
of Options to Reporting Persons. From and after the registration of the
Common Stock of the Corporation under the Exchange Act, the selection of a
director or an officer who is a Reporting Person (as the terms "director" and
"officer" are defined for purposes of Rule 16b-3) as a recipient of an option or
Restricted Shares, the timing of the option or Restricted Share grant, the
exercise price of the option and the number of Restricted Shares or shares
subject to the option shall be determined either (i) by the Board of Directors,
or (ii) by a committee consisting of two or more "Non-Employee Directors" having
full authority to act in the matter. For the purposes of the Plan, a director
shall be deemed to be a "Non-Employee Director" only if such person qualifies as
a "Non-Employee Director" within the meaning of Rule 16b-3, as such term is
interpreted from time to time.

4.           
Stock Subject to Plan. 

              
The stock subject to options granted under the Plan or grants of Restricted
Shares shall be shares of authorized but unissued or reacquired Common Stock.
Subject to adjustment as provided in Section 16 below, the maximum number of
shares of Common Stock of the Corporation (“Shares”) which may be issued and
sold under the Plan is 12.5 million Shares. If any Restricted Shares
shall be reacquired by the Corporation, forfeited or an option granted under the
Plan shall expire, terminate or is canceled for any reason without having been
exercised in full, the forfeited Restricted Shares or unpurchased Shares subject
to such option shall again be available for subsequent option or Restricted
Share grants under the Plan. Subject to adjustment in accordance with Section
16: 

           (a)
No more than an aggregate of 5 million Shares may be issued under
Incentive Stock Options or non-statutory stock options during the term of the
Plan; 

           (b)
No more than an aggregate of 7.5 million Shares may be issued in the form
of Restricted Shares during the term of the Plan;

           (c)
The maximum number of Shares with respect to which options may be granted to any
one person during any fiscal year of the Corporation may not exceed 2.5 million
Shares; and

           (d)
The maximum number of Restricted Shares which may be granted to any one person
during any fiscal year of the Corporation may not exceed 2.5 million Shares.


              
These limits shall be applied and construed consistently with Section 162(m) of
the Code. 




5.           
Forms of Option and Restricted Share Agreements. 

              
As a condition to the grant of Restricted Shares or an option under the Plan,
each recipient of Restricted Shares or an option shall execute an option or
Restricted Share agreement in such form not inconsistent with the Plan as may be
approved by the Board of Directors. Such option or Restricted Share agreements
may differ among recipients. 

6.           
Purchase Price. 

              
(a)           
General. The purchase price per Share deliverable upon the exercise of an
option shall be determined by the Board of Directors at the time of grant of
such option; provided, however, that the exercise price of an
option shall not be less than 100% of the Fair Market Value (as hereinafter
defined) of a Share, at the time of grant of such option, or less than 110% of
such Fair Market Value in the case of an Incentive Stock Option described in
Section 11(b). "Fair Market Value" of a Share as of a specified date for the
purposes of the Plan shall mean the closing price of a Share on the principal
securities exchange on which such Shares are traded on the day immediately
preceding the date as of which Fair Market Value is being determined, or on the
next preceding date on which such Shares are traded if no shares were traded on
such immediately preceding day, or if the Shares are not traded on a securities
exchange, Fair Market Value shall be deemed to be the average of the high bid
and low asked prices of the Shares in the over-the-counter market on the day
immediately preceding the date as of which Fair Market Value is being determined
or on the next preceding date on which such high bid and low asked prices were
recorded. In no case shall Fair Market Value be determined with regard to
restrictions other than restrictions which, by their terms, will never lapse.
The Board of Directors may also permit optionees, either on a selective or
aggregate basis, to simultaneously exercise options and sell the Shares thereby
acquired, pursuant to a brokerage or similar arrangement, approved in advance by
the Board of Directors, and to use the proceeds from such sale as payment of the
purchase price of such shares. 

              
(b)            Payment
of Purchase Price. Options granted under the Plan may provide for the
payment of the exercise price by delivery of cash or a check to the order of the
Corporation in an amount equal to the exercise price of such options, or, to the
extent provided in the applicable option agreement, (i) by delivery to the
Corporation of Shares having a Fair Market Value on the date of exercise equal
in amount to the exercise price of the options being exercised, (ii) through any
cashless exercise feature that may be included in the option agreement covering
a particular option grant, (iii) by any other means which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation T promulgated by the Federal Reserve Board) or (iv) by any
combination of such methods of payment.

7.           
Option Period. 

              
Subject to earlier termination as provided in the Plan, each option and all
rights thereunder shall expire on such date as determined by the Board of
Directors and set forth in the 




applicable option agreement, provided, that such date
shall not be later than (10) ten years after the date on which the option is
granted. 

8.           
Exercise of Options. 

              
Each option granted under the Plan shall be exercisable either in full or in
installments at such time or times and during such period as shall be set forth
in the option agreement evidencing such option, subject to the provisions of the
Plan. No option granted to a Reporting Person for purposes of the Exchange Act,
however, shall be exercisable during the first six months after the date of
grant. Subject to the requirements in the immediately preceding sentence, if an
option is not at the time of grant immediately exercisable, the Board of
Directors may (i) in the agreement evidencing such option, provide for the
acceleration of the exercise date or dates of the subject option upon the
occurrence of specified events, and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option,
unless it would cause an option that otherwise qualified as an Incentive Stock
Option to lose Incentive Stock Option treatment by application of Section
422(d)(1) of the Code and Section 11(c) of the Plan. 

9.           
Non-transferability of Options. 

              
No option granted under this Plan shall be assignable or otherwise transferable
by the optionee except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or the rules thereunder. An option may be exercised during the lifetime of the
optionee only by the optionee. In the event an optionee dies during his
employment by the Corporation or any of its subsidiaries, or during the
three-month period following the date of termination of such employment, his
option shall thereafter be exercisable, during the period specified to the full
extent to which such option was exercisable by the optionee at the time of his
death during the periods set forth in Section 10 or 11(d). If any optionee
should attempt to dispose of or encumber his or her options, other than in
accordance with the applicable terms of this Plan or the applicable option
agreement, his or her interest in such options shall terminate. 

10.           
Effect of Termination of Employment or Other Relationship. 

                
Except as provided in Section 11(d) with respect to Incentive Stock Options, and
subject to the provisions of the Plan and the applicable option agreement, an
optionee may exercise an option (but only to the extent such option was
exercisable at the time of termination of the optionee’s employment or other
relationship with the Corporation) at any time within three (3) months following
the termination of the optionee's employment or other relationship with the
Corporation or within one (1) year if such termination was due to the death or
disability of the optionee, but, except in the case of the optionee's death, in
no event later than the expiration date of the Option. If the termination of the
optionee's employment is for cause or is otherwise 




attributable to a breach by the optionee of an employment or
confidentiality or non-disclosure agreement, the option shall expire immediately
upon such termination. The Board of Directors shall have the power to determine
what constitutes a termination for cause or a breach of an employment or
confidentiality or non-disclosure agreement, whether an optionee has been
terminated for cause or has breached such an agreement, and the date upon which
such termination for cause or breach occurs. Any such determinations shall be
final and conclusive and binding upon the optionee.

11.         
Incentive Stock Options. 

              
Options granted under the Plan which are intended to be Incentive Stock Options
shall be subject to the following additional terms and conditions: 

                (a)           
Express Designation. All Incentive Stock Options granted under the Plan
shall, at the time of grant, be specifically designated as such in the option
agreement covering such Incentive Stock Options. 

                (b)           
10% Stockholder. If any employee to whom an Incentive Stock Option is to
be granted under the Plan is, at the time of the grant of such option, the owner
of stock possessing more than 10% of the total combined voting power of all
classes of stock of the Corporation (after taking into account the attribution
of stock ownership rules of Section 424(d) of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual: 

                (i)           
The purchase price per share of the Common Stock subject to such Incentive Stock
Option shall not be less than 110% of the Fair Market Value of one share of
Common Stock at the time of grant; and 

                (ii)           
the option exercise period shall not exceed five years from the date of grant.


                (c)           
Dollar Limitation. For so long as the Code shall so provide, options
granted to any employee under the Plan (and any other incentive stock option
plans of the Corporation) which are intended to constitute Incentive Stock
Options shall not constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time in any one
calendar year for shares of Common Stock with an aggregate Fair Market Value, as
of the respective date or dates of grant, of more than $100,000 (or such other
limitations as the Code may provide). 

                (d)           
Termination of Employment, Death or Disability. No Incentive Stock Option
may be exercised unless, at the time of such exercise, the optionee is, and has
been continuously since the date of grant of his or her option, employed by the
Corporation, except that, unless otherwise specified in the applicable option
agreement: 




                (i)         an
Incentive Stock Option may be exercised within the period of three months after
the date the optionee ceases to be an employee of the Corporation (or within
such lesser period as may be specified in the applicable option agreement),
provided, that the agreement with respect to such option may designate a
longer exercise period and that the exercise after such three-month period shall
be treated as the exercise of a non-statutory option under the Plan; 

                (ii)        
if the optionee dies while in the employ of the Corporation, or within three
months after the optionee ceases to be such an employee, the Incentive Stock
Option may be exercised by the person to whom it is transferred by will or the
laws of descent and distribution within the period of one year after the date of
death (or within such lesser period as may be specified in the applicable option
agreement); and 

                (iii)        
if the optionee becomes disabled (within the meaning of Section 22(e)(3) of the
Code or any successor provisions thereto) while in the employ of the
Corporation, the Incentive Stock Option may be exercised within the period of
one year after the date the optionee ceases to be such an employee because of
such disability (or within such lesser period as may be specified in the
applicable option agreement). 

For all purposes of the Plan and any option granted hereunder,
"employment" shall be defined in accordance with the provisions of Section 1.421
-1(h) of the Income Tax Regulations (or any successor regulations).
Notwithstanding the foregoing provisions no Incentive Stock Option may be
exercised after its expiration date. 

12.         Restricted
Shares. 

                (a)        
Awards. The Board of Directors may from time to time in its discretion
award Restricted Shares to persons having a Business Relationship with the
Corporation and may determine the number of Restricted Shares awarded and the
terms and conditions of, and the amount of payment, if any, to be made by such
persons. Each award of Restricted Shares will be evidenced by a written
agreement executed on behalf of the Corporation and containing terms and
conditions not inconsistent with the Plan as the Board of Directors shall
determine to be appropriate in its sole discretion. 

                (b)        
Restricted Period; Lapse of Restrictions. At the time an award of
Restricted Shares is made, the Board of Directors shall establish a period of
time (the “Restricted Period”) applicable to such award which shall not be more
than ten years. Each award of Restricted Shares may have a different Restricted
Period. In lieu of establishing a Restricted Period, the Board of Directors may
establish restrictions based only on the achievement of specified performance
measures or a time release schedule. At the time an award is made, the Board of
Directors may, in its discretion, prescribe conditions for the incremental lapse
of restrictions during the Restricted Period and for the lapse or termination of
restrictions upon the occurrence of other conditions in addition to or other
than the expiration of the Restricted Period with 




respect to all or any portion of the Restricted Shares. Such
conditions may include, without limitation, the death or disability of the
participant to whom Restricted Shares are awarded, retirement of the participant
pursuant to normal or early retirement under any retirement plan of the
Corporation or termination by the Corporation of the participant’s employment
other than for cause, or the occurrence of a change in control of the
Corporation. Such conditions may also include performance measures, which, in
the case of any such award of Restricted Shares to a participant who is a
“covered employee” within the meaning of Section 162(m) of the Code, shall be
based on one or more of the following criteria: earnings per share, market value
per share, return on invested capital, return on operating assets and return on
equity. The Board of Directors may also, in its discretion, shorten or terminate
the Restricted Period or waive any conditions for the lapse or termination of
restrictions with respect to all or any portion of the Restricted Shares at any
time after the date the award is made. 

                (c)        
Rights of Holder; Limitations Thereon. Upon an award of Restricted
Shares, a stock certificate representing the number of Restricted Shares awarded
to the participant shall be registered in the participant’s name and, at the
discretion of the Board of Directors, will be either delivered to the
participant with an appropriate legend or held in custody by the Corporation or
a bank for the participant’s account. The participant shall generally have the
rights and privileges of a stockholder as to such Restricted Shares, including
the right to vote such Restricted Shares, except that the following restrictions
shall apply: (i) with respect to each Restricted Share, the participant shall
not be entitled to delivery of an unlegended certificate until the expiration
nor termination of the Restricted Period, and the satisfaction of any other
conditions prescribed by the Board of Directors, relating to such Restricted
Share; (ii) with respect to each Restricted Share, such share may not be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of until the
expiration of the Restricted Period, and the satisfaction of any other
conditions prescribed by the Board of Directors, relating to such Restricted
Share (except, subject to the provisions of the participant’s stock restriction
agreement, by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of ERISA or
the rules promulgated thereunder) and (iii) all of the Restricted Shares as to
which restrictions have not at the time lapsed shall be forfeited and all rights
of the participant to such Restricted Shares shall terminate without further
obligation on the part of the Corporation unless the participant has remained in
a Business Relationship with the Corporation or any of its subsidiaries until
the expiration or termination of the Restricted Period and the satisfaction of
any other conditions prescribed by the Board of Directors applicable to such
Restricted Shares. Upon the forfeiture of any Restricted Shares, such forfeited
shares shall be transferred to the Corporation without further action by the
participant. At the discretion of the Board of Directors, cash and stock
dividends with respect to the Restricted Shares may be either currently paid or
withheld by the Corporation for the participant’s account, and interest may be
paid on the amount of cash dividends withheld at a rate and subject to such
terms as determined by the Board of Directors. The participant shall have the
same rights and privileges, and be subject to the same restrictions, with
respect to any shares received pursuant to Section 16 hereof. 

                (d)        
Delivery of Unrestricted Shares. Upon the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Board of Directors, the restrictions applicable to
the Restricted Shares shall lapse and a stock certificate 




for the number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered, free of all such restrictions,
except any that may be imposed by law including without limitation securities
laws, to the participant or the participant’s beneficiary or estate, as the case
may be. The Corporation shall not be required to deliver any fractional share of
Common Stock but will pay, in lieu thereof, the fair market value (determined as
of the date the restrictions lapse) of such fractional share to the participant
or the participant’s beneficiary or estate, as the case may be. 

13.        
Additional Provisions. 

                (a)        Additional
Provisions. The Board of Directors may, in its sole discretion, include
additional provisions in option or Restricted Stock agreements covering options
or Restricted Stock granted under the Plan, including without limitation,
restrictions on transfer, repurchase rights, rights of first refusal,
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board of Directors; provided,
that such additional provisions shall not be inconsistent with any other term or
condition of the Plan and such additional provisions shall not cause any
Incentive Stock Option granted under the Plan to fail to qualify as an Incentive
Stock Option within the meaning of Section 422 of the Code or result in the
imposition of an additional tax under Section 409A of the Code. 

                (b)        
Acceleration, Extension, Etc. The Board of Directors may, in its sole
discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular, option or options granted under the
Plan may be exercised if it would not cause any Incentive Stock Option granted
under the Plan to fail to qualify as an Incentive Stock Option within the
meaning of Section 422 of the Code or result in the imposition of an additional
tax under Section 409A of the Code. 

14.         General
Restrictions. 

                (a)        
Investment Representations. The Corporation may require any person to
whom Restricted Shares or an option is granted, as a condition of receiving such
Restricted Shares or exercising such option, to give written assurances in
substance and form satisfactory to the Corporation to the effect that such
person is acquiring the Restricted Shares or Common Stock subject to the option
for his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Corporation deems necessary or appropriate in order to comply with federal and
applicable state securities laws, or with covenants or representations made by
the Corporation in connection with any public offering of its Common Stock. 

                (b)        
Compliance with Securities Law. Each option and grant of Restricted
Shares shall be subject to the requirement that if, at any time, counsel to the
Corporation shall determine that the listing, registration or qualification of
the Restricted Shares or shares subject to such 




option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory body,
or that the disclosure of non-public information or the satisfaction of any
other condition is necessary as a condition of, or in connection with the
issuance or purchase of shares thereunder, such Restricted Shares shall not be
granted and such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board of Directors. Nothing herein shall be deemed to require the
Corporation to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition. 

15.         Rights
as a Stockholder. 

                The
holder of an option shall have no rights as a stockholder with respect to any
shares covered by the option (including, without limitation, any rights to
receive dividends or non-cash distributions with respect to such shares) until
the date of issue of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued. 

16.         Adjustment
Provisions for Recapitalization, Reorganizations and Related Transactions.


                (a)         Recapitalization
and Related Transactions. If, through or as a result of any
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities of the Corporation, or (ii) additional shares or new or
different shares or other non-cash assets are distributed with respect to such
shares of Common Stock or other securities, an appropriate and proportionate
adjustment shall be made in (x) the maximum number and kind of shares reserved
for issuance under the Plan, (y) the number and kind of Restricted Shares
granted and shares or other securities subject to any then outstanding options
under the Plan, and (z) the exercise price for each share subject to any then
outstanding options under the Plan, without changing the aggregate purchase
price as to which such options remain exercisable. Notwithstanding the
foregoing, no adjustment shall be made pursuant to this Section 16 if such
adjustment (i) would cause the Plan to fail to comply with Section 422 of the
Code or with Rule 16b-3 or (ii) would be considered as the adoption of a new
plan requiring stockholder approval. 

                (b)         Reorganization,
Merger and Related Transactions. If the Corporation shall be the surviving
corporation in any reorganization, merger or consolidation of the Corporation
with one or more other corporations, any then outstanding Restricted Shares or
option granted pursuant to the Plan shall pertain to and apply to the securities
to which a holder of the number of shares of Common Stock subject to such
Restricted Shares or options would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding proportionate
adjustment of the purchase price as to which such options may be exercised so
that the aggregate purchase price as to which such options may be exercised
shall be the same as the 




aggregate purchase price as to which such options may be
exercised for the shares remaining subject to the options immediately prior to
such reorganization, merger, or consolidation. 

                (c)         Board
Authority to Make Adjustments. Any adjustments made under this Section 16
will be made by the Board of Directors, whose determination as to what
adjustments, if any, will be made and the extent thereof will be final, binding
and conclusive. No fractional shares will be issued under the Plan on account of
any such adjustments. 

17.         Merger,
Consolidation, Asset Sale, Liquidation, Etc. 

                (a)        
General. In the event of a consolidation or merger in which the
Corporation is not the surviving corporation, or sale of all or substantially
all of the assets of the Corporation in which outstanding shares of Common Stock
are exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of the Corporation
(collectively, a "Corporate Transaction"), the Board of Directors of the
Corporation, or the board of directors of any corporation assuming the
obligations of the Corporation, may, in its discretion, take any one or more of
the following actions, as to outstanding options: (i) provide that such
Restricted Shares or options shall be assumed, or equivalent Restricted Shares
or options shall be substituted, by the acquiring or succeeding corporation (or
an affiliate thereof), provided that any such options substituted for
Incentive Stock Options shall meet the requirements of Section 424(a) of the
Code, (ii) upon written notice, provide that all unexercised options and
Restricted Shares will terminate immediately prior to the consummation of such
transaction unless such options are exercised by the optionee within a specified
period following the date of such notice, (iii) in the event of a Corporate
Transaction under the terms of which holders of the Common Stock of the
Corporation will receive upon consummation thereof a cash payment for each share
surrendered in the Corporate Transaction (the "Transaction Price"), make or
provide for a cash payment to the optionees equal to the difference between (A)
the Transaction Price times the number of shares of Common Stock subject to such
outstanding options (to the extent then exercisable at prices not in excess of
the Transaction Price) and (B) the aggregate exercise price of all such
outstanding options in exchange for the termination of such options, and (iv)
provide that all restrictions on Restricted Shares shall lapse in full or in
part and all or any outstanding options shall become exercisable in full or in
part immediately prior to such event. 

                (b)        
Substitute Restricted Shares or Options. The Corporation may grant
Restricted Shares or options under the Plan in substitution for Restricted
Shares or options held by persons in a Business Relationship with another
corporation who enter into a Business Relationship with the Corporation, or a
subsidiary of the Corporation, as the result of a merger or consolidation of the
employing corporation with the Corporation or a subsidiary of the Corporation,
or as a result of the acquisition by the Corporation, or one of its
subsidiaries, of property or stock of the other corporation. The Corporation may
direct that substitute Restricted Shares or options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.





18.         No
Special Employment Rights. 

              Nothing
contained in the Plan or in any Restricted Share or option agreement shall
confer upon any holder of Restricted Shares or optionee any right with respect
to the continuation of his or her employment by, or other Business Relationship
with, the Corporation or interfere in any way with the right of the Corporation
at any time to terminate such employment or Business Relationship or to increase
or decrease the compensation of the optionee. 

19.         Other
Employee Benefits. 

              Except
as to plans which by their terms include such amounts as compensation, the
amount of any compensation deemed to be received by an employee as a result of
the grant of Restricted Shares or lapse of restrictions thereon, the exercise of
an option or the sale of shares received upon such exercise will not constitute
compensation with respect to which any other employee benefits of such employee
are determined, including, without limitation, benefits under any bonus,
pension, profit-sharing, life insurance or salary continuation plan, except as
otherwise specifically determined by the Board of Directors. 

20.        
Amendment of the Plan. 

                (a)        
The Board of Directors may at any time, and from time to time, modify or amend
the Plan in any respect, except that if at any time the approval of the
stockholders of the Corporation is required under Section 422 of the Code or any
successor provision with respect to Incentive Stock Options, or the legal
requirements relating to the administration of equity compensation plans, if
any, under applicable provisions of federal securities laws, applicable state
corporate and securities laws, the Code, the rules of any applicable stock
exchange or national market system or quotation system on which the Common Stock
is listed or quoted, and the applicable laws and rules of any foreign country or
jurisdiction where awards are, or will be, granted under the Plan. 

                (b)         The
termination or any modification or amendment of the Plan shall not, without the
consent of an optionee or holder of Restricted Shares, affect his or her rights
under an option or grant of Restricted Shares previously granted to him or her.
With the consent of the optionee or holder of Restricted Shares affected, the
Board of Directors may amend outstanding option or Restricted Share agreements
in a manner not inconsistent with the Plan. The Board of Directors shall have
the right to amend or modify the terms and provisions of the Plan and of any
outstanding Incentive Stock Options granted under the Plan to the extent
necessary to qualify any or all such options for such favorable federal income
tax treatment (including deferral of taxation upon exercise) as may be afforded
incentive stock options under Section 422 of the Code. 




21.         Withholding.


                (a)         The
Corporation shall have the right to deduct from payments of any kind otherwise
due to the optionee or holder of Restricted Shares any federal, state or local
taxes of any kind required by law to be withheld with respect to any shares
issued upon exercise of options or lapse of restrictions on Restricted Shares
under the Plan. Subject to the prior approval of the Corporation, which may be
withheld by the Corporation in its sole discretion, the optionee or holder of
Restricted Shares may elect to satisfy such obligations, in whole or in part,
(i) by causing the Corporation to withhold shares of Common Stock otherwise
issuable pursuant to the exercise of an option or lapse of restrictions on
Restricted Shares or (ii) by delivering to the Corporation shares of Common
Stock already owned by the optionee or holder of Restricted Shares. The shares
so delivered or withheld shall have a Fair Market Value equal to such
withholding obligation as of the date that the amount of tax to be withheld is
to be determined. An optionee who has made an election pursuant to this Section
21(a) may satisfy his or her withholding obligation only with shares of Common
Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting
or other similar requirements. 

                (b)         The
acceptance of shares of Common Stock upon exercise of an Incentive Stock Option
shall constitute an agreement by the optionee (i) to notify the Corporation if
any or all of such shares are disposed of by the optionee within two years from
the date the option was granted or within one year from the date the shares were
transferred to the optionee pursuant to the exercise of the option, and (ii) if
required by law, to remit to the Corporation, at the time of and in the case of
any such disposition, an amount sufficient to satisfy the Corporation's federal,
state and local withholding tax obligations with respect to such disposition,
whether or not, as to both (i) and (ii), the optionee is in the employ of the
Corporation at the time of such disposition. 

                (c)         Notwithstanding
the foregoing, in the case of a Reporting Person whose options have been granted
in accordance with the provisions of Section 3(b) herein, no election to use
shares for the payment of withholding taxes shall be effective unless made in
compliance with any applicable requirements of Rule 16b-3. 

22.         Section
162(m) of the Code. The Board of Directors, in its sole discretion, may
require that one or more agreements contain provisions which provide that, in
the event Section 162(m) of the Code, or any successor provision relating to
excessive employee remuneration, would operate to disallow a deduction by the
Corporation for all or part of any payment of an award under the Plan, a
grantee’s receipt of the portion that would not be deductible by the Corporation
shall be deferred to either the earliest date at which the Board reasonably
anticipates that the grantee's remuneration either does not exceed the limit set
forth in Section 162(m) of the Code or is not subject to Section 162(m) of Code,
or the calendar year in which the grantee separates from service. This Section
22 shall be applied and construed consistently with Section 409A of the Code and
the regulations (and guidance) thereunder. 




23.        
Effective Date and Duration of the Plan. 

                (a)        
Effective Date. The Plan shall become effective when adopted by the Board
of Directors, but no Incentive Stock Option granted under the Plan shall become
exercisable unless and until the Plan shall have been approved by the
Corporation's stockholders. If such stockholder approval is not obtained within
twelve (12) months after the date of the Board's adoption of the Plan, no
options previously granted under the Plan shall be deemed to be Incentive Stock
Options and no Incentive Stock Options shall be granted thereafter. Amendments
to the Plan not requiring stockholder approval shall become effective when
adopted by the Board of Directors; amendments requiring stockholder approval (as
provided in Section 20) shall become effective when adopted by the Board of
Directors, but no Incentive Stock Option granted after the date of such
amendment shall become exercisable (to the extent that such amendment to the
Plan was required to enable the Corporation to grant such Incentive Stock Option
to a particular optionee) unless and until such amendment shall have been
approved by the Corporation's stockholders. If such stockholder approval is not
obtained within twelve (12) months of the Board's adoption of such amendment,
any Incentive Stock Options granted on or after the date of such amendment shall
terminate to the extent that such amendment to the Plan was required to enable
the Corporation to grant such option to a particular optionee. Subject to this
limitation, options may be granted under the Plan at any time after the
effective date and before the date fixed for termination of the Plan. 

                (b)        
Termination. Unless sooner terminated in accordance with Section 17, the
Plan shall terminate upon the earlier of (i) the close of business on the day
next preceding the tenth anniversary of the date of its adoption by the Board of
Directors, or (ii) the date on which all shares available for issuance under the
Plan shall have been issued pursuant to the exercise or cancellation of
Restricted Shares or options granted under the Plan. If the date of termination
is determined under (i) above, then Restricted Shares or options outstanding on
such date shall continue to have force and effect in accordance with the
provisions of the instruments evidencing such Restricted Shares or options. 

24.         Governing
Law. 

              The
provisions of this Plan shall be governed and construed in accordance with the
laws of the State of Nevada without regard to the principles of conflicts of
laws. 

Adopted by the Board of Directors on May 27, 2008.