EXHIBIT 10.1 2005 NON-QUALIFIED E INCENTIVE STOCK COMPENSATION PLAN

      2005 NON-QUALIFIED INCENTIVE STOCK COMPENSATION PLAN

1.       PURPOSE OF PLAN

         1.1 This 2005 Non-Qualified and Incentive Stock Compensation Plan (the
"Plan") of BonusAmerica Worldwide Corp., a Nevada corporation (the "Company") is
adopted to advance the interests of the Company by providing employees,
officers, advisors, directors and other persons who provide services or who are
otherwise associated with the Company, and those persons who have a
responsibility for its management and growth (each an "Employee"), with
additional incentive by increasing their proprietary interest in the success of
the Company and to encourage them to maintain their relationships with the
Company. Further, the availability and the ability to issue shares of the
Company's Common Stock Plan (shares as defined below) and grant Stock Options
(as such terms are defined below) and offering of stock options and issuance of
common stock under the Plan supports and increases the Company's ability to
attract and retain individuals of exceptional talent upon whom, in large
measure, the sustained progress, growth and profitability of the Company
depends.

2.       DEFINITIONS

         2.1 For Plan purposes, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth below:

         "Plan Shares" shall mean shares outlined in the Company's plan
allocated to Employee.

         "Board" shall mean the Board of Directors of the Company.

         "Committee" shall mean the Compensation Committee, or such other
committee appointed by the Board, which shall be designated by the Board to
administer the Plan, or the Board if no committees has been established. The
Committee shall be composed of three or more persons as from time to time are
appointed to serve by the Board. Each member of the Committee, while serving as
such, shall be a disinterested person with the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act").

         "Common Stock" shall mean the Company's $.001 par value common stock,
or such other shares or securities in the event that the Company's common stock
is hereafter changed into or exchanged for different securities of the Company.

             "Company" shall mean BonusAmerica Worldwide Corp., a Nevada
corporation, and any parent or subsidiary corporation of the Company., as such
terms are defined in Sections 425(e) and 425(f), respectively, of the Internal
Service Code (the "Code").

              "Compensation Stock" shall mean the Company's $.001 par value
common stock, or such other shares or securities in the event that the Company's
common stock is hereafter changed into or exchanged for different securities of
the Company, issued to individuals for bone fide services rendered to the
Company pursuant to written agreements which may include but are not limited to
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Employment agreements, Consulting Agreements or other forms of written fee or
compensation agreements.

         "Disability" shall mean total and permanent incapacity of an Employee,
due to physical impairment or legally established mental incompetence, to
perform the usual duties of the Employee's employment with the Company, which
disability shall be determined (i) on medical evidence by a licensed physician
designated by the Committee, or (ii) on evidence that the Employee has become
entitled to receive primary benefits as a disabled Employee under the Social
Security Act in effect on the date of such disability.

         "Employee Agreement" means an agreement executed by an Employee and the
Company (as contemplated by Section 5 below), pursuant to which shares of Common
Stock are or may be issuable to or purchasable by Employee, as the Board or
Committee and the Employee may mutually agree in writing.

         "Fair Market Value" shall mean, with respect to the date shares of
Common Stock are assigned by the Company, or a Stock Option (as defined below)
is granted or exercised, the average of the highest and lowest reported sales
prices of the Common Stock, as reported by such responsible reporting service as
the Committee may select, or if there were no transactions in the Common Stock
on such day, then the last preceding day on which transactions took place. The
above withstanding, the Committee may determine the Fair Market Value in such
other manner as it may deem more equitable for Plan purposes or as is required
by applicable laws or regulations. If the Common Stock is not then publicly
traded, then the Fair Market Value of the Common Stock shall be the book value
of the Company per share as determined on the last day of March, June, September
or December in any year closest to the date when the determination is to be
made. For the purpose of determining book value hereunder, book value shall be
determined by adding as of the applicable date called for herein the capital,
surplus and undivided profits of the Company, and after having deducted any
reserves theretofore established; the sum of these items shall be divided by the
number of shares of the Common Stock outstanding as of said date, and the
quotient thus obtained shall represent the book value of each share of the
Common Stock of the Company.

         "Optionee" shall mean an Employee of the Company who has been granted
one or more Stock Options under the Plan.

         "Option Shares" shall mean shares of Common Stock which are issued by
the Company or Stock Option pursuant to Section 5 below.

         "Retirement" shall mean an Employee's retirement from the employment of
the Company on or after the date on which the Employee attains the age of not
less than ninety-five (95) years.

         "Stock Option" or "Stock Options" shall mean an option to purchase
shares of the Company's Common Stock pursuant to the terms of the Plan.

         "Stock Option Agreement" shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Common Stock.

3.       ADMINISTRATION OF THE PLAN

         3.1 The Committee shall administer the Plan and, accordingly, it shall
have full power to grant Stock Options and to Compensation Stock for services
rendered, construe and interpret the
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Plan, establish rules and regulations and perform all other acts, including the
delegation of administrative responsibilities, as it believes reasonable and
proper.

         3.2 The determination of those eligible to receive Stock Options and
Compensation Stock, and the amount, type and timing of each grant of a Stock
Option, including the terms and conditions of such Stock Option Agreement(s) and
other stock compensation agreements, shall rest in the sole discretion of the
Committee, subject to the provisions of the Plan.

         3.3 The Board or the Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any Stock Option, in
the manner and to the extent it shall deem necessary to carry it into effect.
Any decision made or action taken by the Committee or the Board arising out of
or in connection with the interpretation and administration of the Plan shall be
final and conclusive.

         3.4 Meetings of the Committee shall be held at such times and places as
shall be determined by the Committee. A majority of the members of the Committee
shall constitute a quorum for the transaction of business, and the vote of a
majority of those members present at any meeting shall decide any question
brought before that meeting. In addition, the Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.

         3.5 No member of the Committee shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his own part,
including, but not limited to, the exercise of any power or discretion given to
him under the Plan, except those resulting from his/her own gross negligence or
willful misconduct.

         3.6 The Company, through its management, shall supply full and timely
information to the Committee on all matters relating to the eligibility of each
proposed recipient of Compensation Stock or Stock Options, such recipient
/Optionee's duties performance, and current information on any
recipient/Optionee's death, retirement, disability or other termination of
association with the Company, and such other pertinent information as the
Committee may require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties
hereunder.

4.       SHARES SUBJECT TO THE PLAN

         4.1 The total number of shares of Common Stock of the Company available
pursuant to the Plan for grants of Stock Options and Compensation Stock shall be
Ten Million (10,000,000), subject to adjustment for the anti-dilutive provisions
in accordance with Paragraph 7 of the Plan, which shares may be either
authorized but unissued or shares of Common Stock of the Company reacquired and
returned to the Plan.

         4.2 If a Stock Option or portion thereof shall expire or terminate for
any reason without having been exercised in full, the un-purchased shares
covered by such failure to exercise shall be returned to the Plan and available
for future grants of Stock Options.
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5.       ISSUANCE OF COMMON STOCK FOR SERVICES

         The Board or Committee from time to time, in its absolute discretion,
may (a) issue Compensation Stock for services rendered to the Company by an
Employee of the Company, and such other persons as the Board or Committee may
select and in connection with the issuance of such Compensation Stock, grant
Stock Options to such Employees and others who provide services to the Company.
Compensation Shares and Stock Options shall be governed by written agreements
between the Company and each recipient of Compensation shares or Stock Options.
Whether acquired as Compensation Stock or through the exercise of a Stock
Option, the owner of Common Stock issued under this Plan shall not be required
to hold such stock, subject to the rights and conditions, or such vesting
schedule to which the Stock Option was subject.

6.          GRANTING OF STOCK OPTIONS.

         6.1 The Committee may grant Stock Options in such amounts, at such
times, and to grant Employees and others who provide services to the Company
nominated by the management of the Company as the Committee, in its discretion,
may determine. Stock Options granted under this Plan shall constitute "incentive
stock options" within the meaning of Section 422 of the Code, if so designated
by the Committee on the date of grant. The committee shall also have the
discretion to grant Stock Options which do not constitute incentive stock
options, and any such Stock Options shall be designated non-statutory stock
options by the Committee on the date of grant.
 The aggregate Fair Market Value of the Common Stock (determined as of the time
an incentive stock option is granted) with respect to which incentive stock
options are exercisable for the first time by any Employee during any one
calendar year (under all plans of the Company and any parent or subsidiary of
the Company) may not exceed the maximum amount permitted under Section 422 of
the Code, currently One Hundred Thousand Dollars ($100,000.00). Non-Statutory
Stock Options shall not be subject to the limitations relating to Stock Options
contained in the preceding sentence. Each Stock Option shall be evidenced by a
written Stock Option Agreement, in a form approved by the Committee, which shall
be executed on behalf of the Company and by the Employee to whom the Stock
Option is granted, and which shall be subject to the terms and conditions of
this Plan. In the discretion of the Committee, Stock Options may include
provisions (which need not be uniform), authorized by the Committee in its
discretion, that accelerate an Employee's rights to exercise Stock Options
following a "Change in Control," upon termination of the Employee's employment
by the Company without "Cause" or by the Employee for "Good Reason", as such
terms are defined in Paragraph 3.1 hereof. The holder of a Stock Option shall
not be entitled to the privileges of stock ownership as to any shares of the
Common Stock not actually exercised and paid for by such Optionee(s).

         6.2 The purchase price (the "Exercise Price") of Option Shares subject
to each Stock Option may be (a) a stated value, or (b) a percentage of the Fair
Market Value of the Common Stock provided that such percentage cannot be less
than fifty percent (50%) of the Fair Market Value of the Common Stock on the
date of the grant of such option. With the exception of Stock Options granted
prior to the date hereof and who is an officer, director or affiliate (as such
term is defined in the federal securities rules and regulations), or who is
holding greater than ten percent (10%) of the total voting power of all stock of
the Company, either Common or Preferred, cannot be granted Stock Options with an
Exercise Price of less than one hundred ten percent (110%) of the Fair Market
Value of the Common Stock on the date of the grants of the option.

         6.3 The Stock Option period (the "Term") shall commence on the date of
grant of the Stock Option and shall be ten (10) years or such shorter period as
determined by the subject Employee Agreement, the Stock Option Agreement, or by
the Committee. Each Stock Option shall provide that it is exercisable over its
term in such periodic installments as the Committee may determine, subject to
the provisions of Paragraph 4 of Article 6 Section 16(b) of the Exchange Act
exempts persons normally subject to the reporting requirements of Section 16(a)
of the Exchange Act (the "Section 16 Reporting Persons") pursuant to a qualified
Employee Stock Option Plan from the normal requirement of not selling until at
least six months and one day from the date the Stock Option is granted.
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         6.4 Any Stock Option may be exercised in whole or in part (but not as
to fractional shares) by delivering it for surrender or endorsement to the
Company, attention of the Corporate Secretary, at the principal office of the
Company, together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 5 of this Paragraph.
Payment may be made (a) in cash, (b) by cashier's or certified check, (c) by
surrender of previously owned shares of the Common Stock valued pursuant to
Paragraph 2 of this Paragraph (if the Committee authorizes payment in stock in
its discretion), (d) by withholding from the Option Shares which would otherwise
be issuable upon the exercise of the Stock Option that number of Option Shares
equal to the Exercise Price of the Stock Option, if such withholding is
authorized by the Committee in its discretion, or (e) in the discretion of the
Committee, by the delivery to the Company of the Optionee's promissory note
secured by personal assets or securities other than the Option Shares, bearing
interest at a rate sufficient to prevent the imputation of interest under
Sections 483 or 1274 of the Code, and having such other terms and conditions as
may be satisfactory to the Committee. Subject to the provisions of this
paragraph and Paragraph 5 of this Paragraph, unless other wise provided for in
the subject Stock Option Agreement, the Employee shall have the right to
exercise his or her Stock Option at the rate of not less than twenty percent
(20%) per year over the first five years from the date the Stock Option is
granted.

         6.5 Exercise of any Stock Option is conditioned upon the agreement of
the Employee to the terms and conditions of this Plan and of such Stock Option
as evidenced by the Employee's execution and delivery of a Notice and Agreement
of Exercise in a form to be determined by the Committee in its discretion. Such
Notice and Agreement of Exercise shall set forth the agreement of the Employee
that (a) no Option Shares will be sold or otherwise distributed in violation of
the Securities Act of 1933, as amended (the "Securities Act") or any other
applicable federal or state securities laws, (b) each Option Share certificate
may be imprinted with legends reflecting any applicable federal and state
securities law restrictions and conditions, (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to its
Transfer Agent and Registrar without liability, if applicable, (d) if the
Employee is a Section 16 Reporting Person, the Employee will furnish to the
Company a copy of each Form 4 or Form 5 filed by said Employee and will timely
file all reports required under federal securities laws.

         6.6 No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and state
securities laws, and all other legal requirements, have been fully complied
with. At no time shall the total number of securities issuable upon exercise of
all outstanding options under this Plan, and the total number of securities
provided for under any bonus or similar plan or agreement of the Company exceed
a number of securities which is equal to fifty percent (50%) of the then
outstanding securities of the Company, unless a percentage higher than fifty
percent (50%) is approved by at least two-thirds of the outstanding securities
entitled to vote. The Company will use reasonable efforts to maintain the
effectiveness of a Registration Statement under the Securities Act for the
issuance of Stock Options and Compensation Shares issued or acquired hereunder,
but there may be times when no such Registration Statement will be currently
effective. Issuance of Compensation Stock and/or the exercise of Stock Options
may be temporarily suspended without liability to the Company during times when
no such Registration Statement is currently effective, or during times when, in
the reasonable opinion of the Committee, such suspension is necessary to
preclude violation of any requirements of applicable law or regulatory bodies
having jurisdiction over the Company. If any Stock Option would expire for any
reason except the end of its term during such a suspension, then if exercise of
such Stock Option is duly tendered before its expiration, such Stock Option
shall be exercisable and exercised (unless the attempted exercise is withdrawn)
as of the first day after the end of such suspension. The Company shall have no
obligation to file any Registration Statement covering resale of Option Shares.
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         6.7 Any Stock Option granted under this Plan shall be transferable only
by will or the laws of descent and distribution. No interest of any Employee
under this Plan shall be subject to attachment, execution, garnishment,
sequestration, the laws of bankruptcy or any other legal or equitable process.
Any Stock Option granted under this Plan shall be exercisable only by the
Employee.
         6.8 Upon an Employee's disability or death, (a) all Stock Options to
the extent then presently exercisable shall remain in full force and effect and
may be exercised pursuant to the provisions thereof, and (b) unless otherwise
provided by the Committee, all Stock Options to the extent not then presently
exercisable by the Employee shall terminate as of the date of such termination
of his/her agreement and shall not be exercisable thereafter. Unless the
agreement is terminated for cause, as defined by applicable law, the right to
exercise in the event of termination of agreement, to the extent that the
Optionee is entitled to exercise on the date the agreement terminates as
follows:

            (i) At least six months from the date of termination if termination
was caused by death or disability.

            (ii) At least thirty (30) days from the date of termination if
termination was caused by other than death or disability.

         6.9 Upon the termination of Optionee's compensation agreement, for any
reason other than those specifically set forth in Paragraph 9 of this Paragraph,
(a) all Stock Options to the extent then presently exercisable by the Employee
shall remain exercisable only for a period of ninety (90) days after the date of
such termination of the Agreement (except that the ninety (90) day period shall
be extended to twelve (12) months if the Employee shall die during such ninety
(90) day period), and may be exercised pursuant to the provisions thereof,
including expiration at the end of the fixed term thereof, and (b) unless
otherwise provided by the Committee, all Stock Options to the extent not then
presently exercisable by the Employee shall terminate as of the date of such
termination of the Agreement and shall not be exercisable thereafter.

         6.10 Options and Compensation Stock shall be issued only pursuant to a
written agreement, which shall be executed by the Employee and the Company, and
which shall contain such terms and conditions as the Board or Committee shall
determine consistent with this Plan, including restrictions on transfer that the
Committee chooses to impose.

         6.11 Upon delivery of the shares of Common Stock to the Employee, the
Employee shall have, unless otherwise provided by the Board or Committee, all
the rights of any other stockholder with respect to said shares, subject to any
restrictions, including but not limited to the right to receive all dividends
and other distributions paid or made with respect to the Common Stock.

         6.12 Notwithstanding anything in this Plan or any agreement to the
contrary with an Employee, no Employee may sell or otherwise transfer, whether
or not for value, any of the rights to acquire Common Stock pursuant to a Stock
Option Agreement prior to the date on which the Employee has exercised such
Stock Option(s).
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         6.13 All shares of Common Stock issued under this Plan, including any
shares of Common Stock and other securities issued with respect to shares of
Common Stock as a stock dividends, or as the result of stock splits or similar
changes in the capital structure of the Company, shall be subject to such
restrictions as the Board or Committee shall provide and as approved and
accepted by Employee, which restrictions may include, without limitation,
restrictions concerning voting rights, transferability of the Common Stock and
restrictions based on duration of his/her Agreement with the Company, Company
performance and individual performance, provided that the Board or Committee
may, on such terms and conditions as it may determine to be appropriate, remove
any or all of such restrictions. Common Stock pursuant to a Stock Option
Agreement may not be sold or encumbered. Any restrictions imposed by the Board
or Committee of the Board and as approved and accepted by Employee, under this
Section need not be identical for all Stock Options, and the imposition of any
restrictions with respect to the rights to acquire any Common Stock shall not
require the imposition of the same or any other restrictions with respect to any
other Common Stock pursuant to a Stock Option Agreement.

         6.14 Each agreement with an Employee shall provide that the Company
shall have the right to repurchase from the Employee the Common Stock of Stock
Options which are unvested upon a termination of such agreement, termination of
directorship or termination of a consultancy arrangement, as applicable, at a
cash price to be negotiated and mutually agreed between the Employee and the
Company.

         6.15 In the discretion of the Board or Committee, the agreement may
provide that the Company shall have the right of first refusal with respect to
the Common Stock and a right to repurchase the vested Common Stock upon a
termination of any Employee's Agreement with the Company, the termination of the
Employee's service Agreement, or such other events as the Board or Committee may
deem appropriate.

         6.16 The Board or Committee shall cause a legend or legends to be
placed on certificates representing shares of Common Stock if such shares are
subject to restrictions under federal securities rules and regulations, which
legend or legends shall make appropriate reference to the applicable
restrictions.

7.       ADJUSTMENTS OR CHANGES IN CAPITALIZATION

         7.1 In the event that the outstanding shares of Common Stock of the
Company are hereafter changed into or exchanged for a different number or kind
of shares or other securities of the Company by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:

                  A. Prompt, proportionate, equitable, lawful and adequate
adjustment shall be made of the aggregate number and kind of shares subject to
Stock Options which may be granted under the Plan, such that the Optionee(s)
shall have the right to purchase such shares of Common Stock as may be issued in
exchange for the shares of Common Stock purchasable on exercise of the
respective Stock Option(s) had such merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock split-up or
stock dividend not taken place, provided however that, notwithstanding anything
in this Plan to the contrary the number of Plan Shares shall not be affected or
altered in any way by reason of a reverse split of the Company's Common Stock;

                  B. Rights under unexercised Stock Options or portions thereof
granted prior to any such change, both as to the number or kind of shares and
the exercise price per share, shall be adjusted appropriately, provided that
such adjustments shall be made without change in the total exercise price
applicable to the unexercised portion of such Stock Options but by an adjustment
in the price for each share covered by such Stock Options, provided however
that, notwithstanding anything in this Plan to the contrary, the number of Plan
Shares shall be affected or altered in any way by reason of a reverse split of
the Company's Common Stock;
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                  C. Upon any dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation, each
outstanding Stock Option granted hereunder shall terminate, but the Optionee
shall have the right, immediately prior to such dissolution, liquidation, merger
or combination, to exercise his/her Stock Options in whole or in part, to the
extent that it shall not have been exercised, without regard to any installment
exercise provisions in such Stock Options;

                  D. Pursuant to Title 17, Chapter II, Part 230-416(a),
notwithstanding anything contained in the Plan to the contrary, including any
adjustments discussed in this Paragraph, the Plan Shares shall be anti-dilutive
in the event of a reverse stock split by the Company, i.e. a reverse stock split
by the Company shall not effect any reduction in the number of Plan Shares
remaining in the Plan at the effective time of such reverse stock split(s).

         7.2 The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent thereof, shall
be final, binding and conclusive. No fractional shares of Common Stock shall be
issued under the Plan on account of any such adjustments.

8.       MERGER, CONSOLIDATION OR TENDER OFFER

         8.1 If the Company shall be a party to a binding agreement to any
merger, consolidation or reorganization or sale of substantially all the assets
of the Company, each outstanding Stock Option shall pertain and apply to the
securities and/or property which a shareholder of the number of Common Stock of
the Company subject to the Stock Options would be entitled to receive pursuant
to such merger, consolidation or reorganization or sale of assets.

         8.2      In the event that:

                  A. Any person other than the Company shall acquire more than
twenty percent (20%) of the Common Stock of the Company through a tender offer,
exchange offer or otherwise; or,

                  B. A change in the "control" of the Company occurs, as such
term is defined in Rule 405 under the Securities Act; or,

                  C. There shall be a sale of all or substantially all of the
assets of the Company; any then outstanding Stock Option held by an Optionee,
who is deemed by the Committee to be a statutory officer ("Insider") for
purposes of Section 16 of the Exchange Act shall be entitled to receive, subject
to any action by the Committee revoking such an entitlement as provided for
below, in lieu of exercise of such Stock Option, to the extent that it is then
exercisable, a cash payment in an amount equal to the difference between the
aggregate exercise price of such Stock Options, or portion thereof, and, (i) in
the event of an offer or similar event, the final offer price per share paid for
Common Stock, or such lower price as the Committee may determine to conform an
option to preserve its Stock Option status, times the number of shares of Common
Stock covered by the Stock Option or any portion thereof, or (ii) in the case of
an event covered by B or C above, the aggregate Fair Market Value of the Common
Stock covered by the Stock Option, as determined by the Plan.
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         8.3 Any payment which the Company is required to make pursuant to this
Paragraph shall be made within 15 business days, following the event which
results in the Optionee's right to such payment. In the event of a tender offer
in which fewer than all the shares which are validly tendered in compliance with
such offer are purchased or exchanged, then only that portion of the shares
covered by an Stock Options as results from multiplying such shares by a
fraction, the numerator of which is the number of Common Stock acquired pursuant
to the offer and the denominator of which is the number of Common Stock tendered
in compliance with such offer shall be used to determine the payment thereupon.
To the extent that all or any portion of a Stock Option shall be affected by
this provision, all or such portion of the Stock Options shall be terminated.

         8.4 Notwithstanding this Paragraph, the Committee may, by unanimous
vote and resolution, unilaterally revoke the benefits of the above provisions;
provided, however, that such vote is taken no later than ten (10) business days
following public announcement of the intent of an offer or the change of
control, whichever occurs earlier.

9.       AMENDMENT AND TERMINATION OF PLAN

         9.1 The Board may at any time, and from time to time, suspend or
terminate the Plan in whole or in part or amend it from time to time in such
respects as the Board may deem appropriate and in the best interest of the
Company.

         9.2 No amendment, suspension or termination of this Plan shall, without
the Optionee's consent, alter or impair any of the rights or obligations under
any Stock Option theretofore granted to him under the Plan.

         9.3 The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of Stock
Options meeting the requirements of future amendments or issued regulations, if
any, to the Code.

         9.4 No Stock Options may be granted during any suspension of the Plan
or after termination of the Plan.

10.      GOVERNMENT AND OTHER REGULATIONS

            The obligation of the Company to issue, transfer and deliver Common
Stock for Stock Options exercised under the Plan shall be subject to all
applicable laws, regulations, rules, orders and approval which shall then be in
effect and required by the relevant stock exchanges on which the shares of
Common Stock are traded and by government entities as set forth below or as the
Committee in its sole discretion shall deem necessary or advisable.
Specifically, in connection with the Securities Act, upon exercise of any Stock
Option, the Company shall not be required to issue Common Stock unless the
Committee has received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a Registration
Statement in effect under such Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required. The Company may, but shall in no event be
obligated to, take any other affirmative action in order to cause the exercise
of a Stock Option or the issuance of Common Stock pursuant thereto to comply
with any law or regulation of any government authority.
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11.      WITHHOLDING TAXES

         The Company shall have the right at the time of exercise of any Stock
Option, the issue of Compensation Stock, or the lapse of restrictions on
Compensation Shares, to make adequate provision for any federal, state, local or
foreign taxes which it believes are or may be required by law to be withheld
with respect to such exercise (the "Tax Liability"), to ensure the payment of
any such Tax Liability. The Company may provide for the payment of any Tax
Liability by any of the following means or a combination of such means, as
determined by the Committee in its sole and absolute discretion in the
particular case (a) by requiring the Employee to tender a cash payment to the
Company, (b) by withholding from the Employee's salary or fee, (c) by
withholding from the Option Shares which would otherwise be issuable upon
exercise of the Stock Option, or from the Compensation Shares on their grant or
date of lapse of restrictions, that number of Option Shares or Compensation
Shares having an aggregate Fair Market Value (determined in the manner
prescribed by Paragraph 6.2) as of the date the withholding tax obligation
arises in an amount which is equal to the Employee's Tax Liability, or (d) by
any other method deemed appropriate by the Committee. Satisfaction of the Tax
Liability of a Section 16 Reporting Person as defined under the Exchange Act may
be made by the method of payment specified in clause (c) above only if the
following two conditions are satisfied:

                  A. The withholding of any tax liability related to or
applicable to Option Shares or Compensation Shares and the exercise of the
related Stock Options occur at least six (6) months and one day following the
date of grant of such Stock Options or Award; and

                  B. The withholding of any tax liability related to or
applicable to Option Shares or Compensation Shares is made either (i) pursuant
to an irrevocable election (the "Withholding Election") made by the Employee at
least six months in advance of the withholding of Option Shares or Compensation
Shares, or (ii) on a day within a ten(10) day "window period" beginning on the
third business day following the date of release of the Company's quarterly or
annual summary statement of sales and earnings. Anything herein to the contrary
notwithstanding, a Withholding Election may be waived or disapproved by the
Committee at any time.

12.      MISCELLANEOUS PROVISIONS

         12.1 No person shall have any claim or right to be granted a Stock
Option or Common Stock under the Plan, and the grant of Stock Options or
issuance of Compensation Stock under the Plan shall not be construed as giving
an Optionee or Employee the right to be retained by the Company. Furthermore,
the Company expressly reserves the right at any time to terminate its
relationship with an Optionee with or without cause, free from any liability, or
any claim under the Plan, except as provided herein, in an option agreement, or
in any agreement between the Company and the Optionee.

         12.2 Any expenses of administering this Plan shall be borne by the
Company.

         12.3 The payment received from Optionee from the exercise of Stock
Options granted under the Plan shall be used for the general corporate purposes
of the Company.

         12.4 The place of administration of the Plan shall be in the State of
Nevada, and the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Nevada.
<PAGE>

         12.5 Without amending the Plan, grants may be made to persons who are
foreign nationals or employed outside the United States, or both, on such terms
and conditions, consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Committee, be necessary or
desirable to create equitable opportunities given differences in tax laws in
other countries.

         12.6 In addition to such other rights of indemnification as they may
have as members of the Board or the Committee, the members of the Committee
shall be indemnified by the Company against all costs and expenses reasonably
incurred by them in connection with any action, suit or proceeding to which they
or any of them may be party by reason of any action taken or failure to act
under or in connection with the Plan or any Stock Option granted there under,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith; provided that
upon the institution of any such action, suit or proceeding a Committee member
shall, in writing, give the Company notice thereof and an opportunity, at its
own expense, to handle and defend the same, with counsel acceptable to the
Optionee, before such Committee member undertakes to handle and defend it on his
own behalf.

         12.7 Stock Options may be granted under this Plan from time to time, in
substitution for stock options held by employees, advisors, or consultants of
other corporations who are about to become an employee of the Company as the
result of a merger or consolidation of the employing corporation with the
Company or the acquisition by the Company of the assets of the employing
corporation or the acquisition by the Company of stock of the employing
corporation as a result of which it becomes a subsidiary of the Company. The
terms and conditions of such substitute stock options so granted may vary from
the terms and conditions set forth in this Plan to such extent as the Board of
Directors of the Company at the time of grant may deem appropriate to conform,
in whole or in part, to the provisions of the stock options in substitution for
which they are granted, but no such variations shall be such as to affect the
status of any such substitute stock options as a stock option under Section 422A
of the Code.

         12.8 Notwithstanding anything to the contrary in the Plan, if the
Committee finds by a majority vote, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the Optionee has
been engaged in fraud, embezzlement, theft, insider trading in the Company's
stock, commission of a felony in the course of his association with the Company,
or any subsidiary corporation, which has resulted in financial damages awarded
against the Company or any subsidiary corporation, or for disclosing trade
secrets of the Company or any subsidiary corporation, such Optionee shall
forfeit all rights to exercise any Stock Options. The decision of the Committee
as to the cause of an Optionee's discharge and the damage done to the Company
shall be evidenced solely by a judgment issued by a court of competent
jurisdiction. No decision of the Committee, however, shall affect the finality
of the discharge of such Optionee by the Company or any subsidiary corporation
in any manner.

         12.9 Each issuance of Compensation Stock and shares of Common Stock
issued pursuant to any Stock Option granted hereunder shall be embodied in a
written agreement signed by the recipient of the Compensation Stock or Optionee
as the case may be, and by an authorized officer of the Company, for and in the
name and on behalf of the Company. Such issuance of Compensation Stock and Stock
Option Agreement shall contain such other provisions as the Committee and the
Optionee may mutually agree in writing.
<PAGE>

                                      By the Board of Directors of
                                      BonusAmerica Worldwide Corp.

                                      -----------------------------
                                      Michael Mak, Director

                                      -----------------------------
                                      John Leper, Director