Filed by sedaredgar.com - Doral Energy Corp. - Exhibit 10.1






DORAL ENERGY CORP.

2009 STOCK INCENTIVE PLAN

ARTICLE 1. 
THE PLAN

1.1 Title 

This plan is entitled the “2009 Stock Incentive Plan” (the
"Plan") of Doral Energy Corp., a Nevada corporation (the "Company”).

1.2 Purpose

The purpose of the Plan is to enhance the long-term stockholder
value of the Company by offering opportunities to directors, officers, employees
and eligible consultants of the Company and any Related Company, as defined
below, to acquire and maintain stock ownership in the Company in order to give
these persons the opportunity to participate in the Company's growth and
success, and to encourage them to remain in the service of the Company or a
Related Company. 

ARTICLE 2. 
DEFINITIONS 

The following terms will have the following meanings in the
Plan: 

"Award" means any Option Award or Stock Award. 

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


"Cause," unless otherwise defined in the
instrument evidencing the award or in an employment or services agreement
between the Company or a Related Company and a Participant, means a material
breach of the employment or services agreement, dishonesty, fraud, misconduct,
unauthorized use or disclosure of confidential information or trade secrets, or
conviction or confession of a crime punishable by law (except minor violations),
in each case as determined by the Plan Administrator, and its determination
shall be conclusive and binding. 

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

"Common Stock" means the shares of common stock, par
value $0.001 per share, of the Company. 

“Consultant” means any consultant, agent, advisor or
independent contractor who provides services to the Company or a Related
Company, but does not include an officer, director or employee of the
Company.

"Consultant Participant" means a Participant who is
defined as a Consultant Participant in Article 5. 

"Corporate Transaction," unless otherwise defined in the
instrument evidencing the Award or in a written employment or services agreement
between the Company or a Related Company and a Participant, means consummation
of either:

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	(a) 	
      a merger or consolidation of the Company with or into any
      other corporation, entity or person or

	 	 
	(b) 	
      a sale, lease, exchange or other transfer in one
      transaction or a series of related transactions of all or substantially
      all the Company's outstanding securities or all or substantially all the
      Company's assets; provided, however, that a Corporate Transaction shall
      not include a Related Party Transaction.



"Disability," unless otherwise defined by the
Plan Administrator, means a mental or physical impairment of the Participant
that is expected to result in death or that has lasted or is expected to last
for a continuous period of twelve (12) months or more and that causes the
Participant to be unable, in the opinion of the Company, to perform his or her
duties for the Company or a Related Company and to be engaged in any substantial
gainful activity. 

"Employment Termination Date" means, with respect to a
Participant, the first day upon which the Participant no longer has an
employment or service relationship with the Company or any Related Company. 

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

"Fair Market Value" means the per share value of the
Common Stock determined as follows:

	(a) 	
      if the Common Stock is listed on an established stock
      exchange or exchanges or the NASDAQ National Market, the lesser of (i) the
      closing price per share on the date immediately preceding the Grant Date,
      or (ii) the average closing price per share as quoted on the principal
      exchange on which the Common Stock is traded or as reported by the NASDAQ
      National Market, as the case may be, during the ten (10) trading days
      immediately preceding the Grant Date;

	 	 
	(b) 	
      if the Common Stock is not then listed on an exchange or
      the NASDAQ National Market, but is quoted on the NASDAQ Capital Market,
      the OTC Bulletin Board service or the Pink Sheets, the lesser of (i) the
      closing price per share on the date immediately preceding the Grant Date,
      or (ii) the average of the closing bid and ask prices per share for the
      Common Stock as quoted by the NASDAQ Capital Market, the OTC Bulletin
      Board or the Pinks Sheets, as the case may be, during the ten (10) trading
      days immediately preceding the Grant Date; or

	 	 
	(c) 	
      if there is no such reported market for the Common Stock
      for the date in question, then an amount determined in good faith by the
      Plan Administrator.



"Grant Date" means the date on which the Plan
Administrator completes the corporate action relating to the grant of an Award
or such later date specified by the Plan Administrator, and on which all
conditions precedent to the grant have been satisfied, provided that conditions
to the exercisability or vesting of Awards shall not defer the Grant Date. 

"Incentive Stock Option" means an Option Award granted
with the intention, as reflected in the instrument evidencing the Option, that
it qualify as an "incentive stock option" as that term is defined in Section 422
of the Code.

"Non-Qualified Stock Option" means an Option Award other
than an Incentive Stock Option. 

"Option Award" means an Incentive Stock Option or
Non-Qualified Stock Option granted under the Plan. 

"Option Expiration Date" has the meaning set forth in
Article 7.6. 

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"Option Term" has the meaning set forth in Article 7.3.


"Participant" means the person to whom an Award is
granted and who meets the eligibility requirements imposed by Article 5,
including Consultant Participants, as defined in Article 5. 

"Plan Administrator" has the meaning set forth in
Article 3.1. 

"Related Company" means any entity that is a subsidiary
or parent of the Company. 

"Related Party Transaction" means (a) a merger or
consolidation of the Company in which the holders of shares of Common Stock
immediately prior to the merger hold at least a majority of the shares of Common
Stock in the Successor Corporation immediately after the merger; (b) a sale,
lease, exchange or other transaction in one transaction or a series of related
transactions of all or substantially all the Company's assets to a wholly-owned
subsidiary corporation; (c) a mere reincorporation of the Company; or (d) a
transaction undertaken for the sole purpose of creating a holding company that
will be owned in substantially the same proportion by the persons who held the
Company's securities immediately before such transaction. 

"Retirement," unless otherwise defined by the
Plan Administrator from time to time for purposes of the Plan, means retirement
on or after the individual's normal retirement date under the Company's 401(k)
plan or other similar successor plan applicable to salaried employees. 

"Securities Act" means the Securities Act of 1933, as
amended. 

"Stock Award" means an Award of shares of Common Stock
or units denominated in Common Stock granted under Article 9, the rights of
ownership of which may be subject to restrictions prescribed by the Plan
Administrator. 

"Successor Corporation" has the meaning set forth in
Article 12.3. 

ARTICLE 3. 
ADMINISTRATION 

3.1 Plan Administrator 

The Plan shall be administered by the Board or a committee
appointed by, and consisting of two or more members of, the Board (the "Plan
Administrator"). If and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the
members of any committee acting as Plan Administrator, with respect to any
persons subject or likely to become subject to Section 16 of the Exchange Act,
the provisions regarding (a) "outside directors" as contemplated by Section
162(m) of the Code and (b) "Non-Employee Directors" as contemplated by Rule
16b-3 under the Exchange Act. Committee members shall serve for such term as the
Board may determine, subject to removal by the Board at any time. If, any time,
no committee has been appointed to administer the Plan, then the Board will be
the Plan Administrator.

3.2 Administration and Interpretation by Plan Administrator


Except for the terms and conditions explicitly set forth in the
Plan, the Plan Administrator shall have exclusive authority, in its discretion,
to determine all matters relating to Awards under the Plan, including the
selection of individuals to be granted Awards, the type of Awards, the number of
shares of Common Stock subject to an Award, all terms, conditions, restrictions
and limitations, if any, of an Award and the terms of any instrument that
evidences the Award. The Plan Administrator shall also have exclusive authority
to interpret the Plan and the terms of any instrument evidencing the Award and
may from time to time adopt and change rules and 

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regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's officers as it so determines. 

ARTICLE 4. 
STOCK SUBJECT TO THE PLAN 

4.1 Authorized Number of Shares 

Subject to adjustment from time to time as provided in this
Article 4.1 and in Article 12.1, the maximum aggregate number of shares of
Common Stock available for issuance under the Plan shall be 1,700,000 shares. At
any time after August 1, 2009, and from time to time thereafter, the Board may
increase the maximum aggregate number of shares of Common Stock available for
issuance under the Plan, provided that the maximum aggregate number of shares of
Common Stock that may be issued under the Plan shall at no time be greater than
10% of the total number of shares of Common Stock outstanding. 

4.2 Reuse of Shares 

Any shares of Common Stock that have been made subject to an
Award that cease to be subject to the Award (other than by reason of exercise or
settlement of the Award to the extent it is exercised for or settled in shares)
shall again be available for issuance in connection with future grants of Awards
under the Plan. In the event shares issued under the Plan are reacquired by the
Company pursuant to any forfeiture provision or right of repurchase, such shares
shall again be available for the purposes of the Plan; provided, however, that
the maximum number of shares that may be issued upon the exercise of Incentive
Stock Options shall equal the share number stated in Article 4.1, subject to
adjustment from time to time as provided in Article 4.1 and in Article 12.1.

ARTICLE 5. 
ELIGIBILITY 

5.1 Eligible Participants

An Award may be granted to any officer, director or employee of
the Company or a Related Company that the Plan Administrator from time to time
selects. An Award may also be granted to any consultant, agent, advisor or
independent contractor who provides services to the Company or any Related
Company (a “Consultant Participant”), so long as such Consultant Participant (a)
is a natural person; (b) renders bona fide services that are not in connection
with the offer and sale of the Company's securities in a capital-raising
transaction; and (c) does not directly or indirectly promote or maintain a
market for the Company's securities. 

ARTICLE 6. 
AWARDS 

6.1 Form and Grant of Awards 

The Plan Administrator shall have the authority, in its sole
discretion, to determine the type or types of Awards to be granted under the
Plan. Awards may be granted singly or in combination with other Awards under the
Plan. 

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6.2 Settlement of Awards 

The Company may settle Awards through the delivery of shares of
Common Stock, the granting of replacement Awards or any combination thereof as
the Plan Administrator shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Plan Administrator shall determine. The Plan Administrator may permit or
require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits into
deferred stock equivalents. 

ARTICLE 7. 
OPTION AWARDS

7.1 Grant of Options 

The Plan Administrator shall have the authority, in its sole
discretion, to grant Option Awards to Participants as Incentive Stock Options or
as Non-Qualified Stock Options, which shall be appropriately designated. 

7.2 Option Exercise Price 

The exercise price for shares purchased under an Option Award
shall be as determined by the Plan Administrator, provided that the exercise
price for Option Awards granted to Participants shall not be less than: 

	(a) 	
      the minimum exercise price required by Article 8.3 with
      respect to Incentive Stock Options; and

	 	 
	(b) 	
      85% of the Fair Market Value of the Common Stock on the
      Grant Date with respect to Non-Qualified Stock
Options.



7.3 Term of Options 

Subject to earlier termination in accordance with the terms of
the Plan and the instrument evidencing the Option Award, the maximum term of an
Option Award (the "Option Term") shall be as established for that Option Award
by the Plan Administrator or, if not so established, shall be ten (10) years
from the Grant Date. 

7.4 Exercise of Options 

The Plan Administrator shall establish and set forth in each
instrument that evidences an Option Award the time at which, or the installments
in which, the Option Award shall vest and become exercisable, any of which
provisions may be waived or modified by the Plan Administrator at any time. 

The Plan Administrator, in its sole discretion, may adjust the
vesting schedule of an Option Award held by a Participant who works less than
"full-time" as that term is defined by the Plan Administrator or who takes a
Company-approved leave of absence. 

To the extent an Option Award has vested and become
exercisable, the Option Award may be exercised in whole or from time to time in
part by delivery to the Company of a written stock option exercise agreement or
notice, in a form and in accordance with procedures established by the Plan
Administrator, setting forth the number of shares with respect to which the
Option Award is being exercised, the restrictions imposed on the shares
purchased under such exercise agreement, if any, and such representations and
agreements as may be required by the Plan 

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Administrator, accompanied by payment in full as described in
Article 7.5. An Option Award may be exercised only for whole shares and may not
be exercised for less than a reasonable number of shares at any one time, as
determined by the Plan Administrator. 

7.5 Payment of Exercise Price 

The exercise price for shares purchased under an Option Award
shall be paid in full to the Company by the delivery of consideration equal to
the product of the Option Award exercise price and the number of shares
purchased. Such consideration must be paid before the Company will issue the
shares being purchased and must be delivered in the form of a check or bank
draft or other method of payment or some combination thereof as the Plan
Administrator may determine is acceptable for that purchase.

7.6 Post-Termination Exercises 

The Plan Administrator shall establish and set forth, in each
instrument that evidences an Option Award, whether the Option Award shall
continue to be exercisable, and the terms and conditions of such exercise, if
the Participant ceases to be employed by, or to provide services to, the Company
or a Related Company, which provisions may be waived or modified by the Plan
Administrator at any time. If not so established in the instrument evidencing
the Option Award, the Option Award shall be exercisable according to the
following terms and conditions, which may be waived or modified by the Plan
Administrator at any time: 

	(a) 	
      Except as otherwise set forth in this Article 7.6, any
      portion of an Option Award that is not vested and exercisable on the
      Employment Termination Date shall expire on such date.

	 	 
	(b) 	
      Any portion of an Option Award that is vested and
      exercisable on the Employment Termination Date shall expire on the
      earliest to occur of:




	 	(i) 	
      if the Participant's Employment Termination Date occurs
      by reason of retirement, resignation or for any other reasons other than
      for Cause, Disability or death, the day which is thirty (30) days after
      such Employment Termination Date;

	 	 	 
	 	(ii) 	
      if the Participant's Employment Termination Date occurs
      by reason of Disability or death, the day which is six (6) months after
      such Employment Termination Date; and

	 	 	 
	 	(iii) 	
      the last day of the Option Term (the "Option Expiration
      Date").



Notwithstanding the foregoing, if the
Participant dies after his or her Employment Termination Date, but while an
Option Award is otherwise exercisable, the portion of the Option Award that is
vested and exercisable on such Employment Termination Date shall expire upon the
earlier to occur of: (A) the Option Expiration Date, and (B) the day which is
six (6) months after the date of death, unless the Plan Administrator determines
otherwise. 

Also notwithstanding the foregoing, in
case of termination of the Participant's employment or service relationship for
Cause, all Option Awards granted to that Participant shall automatically expire
upon first notification to the Participant of such termination, unless the Plan
Administrator determines otherwise. If a Participant's employment or service
relationship with the Company is suspended pending an investigation of whether
the Participant shall be terminated for Cause, all the Participant's rights
under any Option Award shall likewise be suspended during the period of
investigation. If any facts that would constitute termination for Cause are
discovered after the Participant's relationship with the Company or a Related
Company has ended, any Option Award then held by the 

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      Participant may be immediately terminated by the Plan
      Administrator, in its sole discretion.

	 	 
	(c) 	
      Unless the Plan Administrator determines otherwise, upon
      a termination of the Participant’s status as an employee, officer,
      director or Consultant of the Company or any Related Company (the
      “Original Position”), other than a termination for Cause, death or
      Disability, the Participant shall be deemed not to have ceased to be
      employed by or to have ceased providing services to the Company or any
      Related Company, provided that the Participant acts as an employee,
      officer, director or Consultant of the Company or a Related Company
      eligible to receive an Award under the provisions of Article 5, in another
      capacity, immediately upon the termination of the Original
  Position.

	 	 
	(d) 	
      The effect of a Company-approved leave of absence on the
      application of this Article 7 shall be determined by the Plan
      Administrator, in its sole discretion.

	 	 
	(e) 	
      If a Participant's employment or service relationship
      with the Company or a Related Company terminates by reason of Disability
      or death, the Option Award shall become fully vested and exercisable for
      all the shares subject to the Option Award. Such Option Award shall remain
      exercisable for the time period set forth in this Article
  7.6.



ARTICLE 8. 
ADDITIONAL TERMS FOR INCENTIVE STOCK
OPTIONS

Notwithstanding any other provisions of the Plan, and to the
extent required by Section 422 of the Code, Incentive Stock Options shall be
subject to the following additional terms and conditions: 

8.1 Dollar Limitation 

To the extent the aggregate Fair Market Value (determined as of
the Grant Date) of Common Stock with respect to which Incentive Stock Options
are exercisable for the first time during any calendar year (under the Plan and
all other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Non-Qualified Stock Option. In the
event the Participant holds two or more such Option Awards that become
exercisable for the first time in the same calendar year, such limitation shall
be applied on the basis of the order in which such Option Awards are granted.


8.2 Eligible Employees 

Individuals who are not employees of the Company or one of its
parent corporations or subsidiary corporations may not be granted Incentive
Stock Options. 

8.3 Exercise Price 

The exercise price of an Incentive Stock Option shall be at
least 100% of the Fair Market Value of the Common Stock on the Grant Date, and
in the case of an Incentive Stock Option granted to a Participant who owns more
than 10% of the total combined voting power of all classes of the stock of the
Company or of its parent or subsidiary corporations (a "Ten Percent
Stockholder"), shall not be less than 110% of the Fair Market Value of the
Common Stock on the Grant Date. The determination of more than 10% ownership
shall be made in accordance with Section 422 of the Code. 

8.4 Exercisability 

An Option Award designated as an Incentive Stock Option shall
cease to qualify for favorable tax treatment as an Incentive Stock Option to the
extent it is exercised (if permitted by the terms of 

7




the Option Award) (a) more than three (3) months after the
Employment Termination Date if termination was for reasons other than death or
disability, (b) more than one (1) year after the Employment Termination Date if
termination was by reason of disability, or (c) after the Participant has been
on leave of absence for more than 90 days, unless the Participant's reemployment
rights are guaranteed by statute or contract. 

8.5 Taxation of Incentive Stock Options 

In order to obtain certain tax benefits afforded to Incentive
Stock Options under Section 422 of the Code, the Participant must hold the
shares acquired upon the exercise of an Incentive Stock Option for two (2) years
after the Grant Date and one (1) year after the date of exercise. A Participant
may be subject to the alternative minimum tax at the time of exercise of an
Incentive Stock Option. The Participant shall give the Company prompt notice of
any disposition of shares acquired on the exercise of an Incentive Stock Option
prior to the expiration of such holding periods. 

8.6 Code Definitions 

For the purposes of this Article 8, "parent corporation,"
"subsidiary corporation" and "disability" shall have the meanings attributed to
those terms for purposes of Section 422 of the Code. 

ARTICLE 9. 
STOCK AWARDS 

9.1 Grant of Stock Awards 

The Plan Administrator is authorized to make Awards of Common
Stock or Awards denominated in units of Common Stock on such terms and
conditions and subject to such repurchase or forfeiture restrictions, if any
(which may be based on achievement of performance goals), as the Plan
Administrator shall determine, in its sole discretion, which terms, conditions
and restrictions shall be set forth in the instrument evidencing the Award. The
terms, conditions and restrictions that the Plan Administrator shall have the
power to determine shall include, without limitation:

	(a) 	
      the value of the shares of Common Stock to be issued
      pursuant to the Stock Award by the Plan Administrator to a Participant,
      provided that value of the shares of Common Stock used in the
      determination of any Stock Award granted shall not be less than 85% of
      Fair Market Value of the Common Stock on the Grant Date;

	 	 
	(b) 	
      the price to be paid by the Participant or the amount and
      nature of services to be provided by the Participant to the Company in
      consideration of the Stock Award, including the value of any services
      provided;

	 	 
	(c) 	
      the manner in which shares subject to Stock Awards are
      held during the periods they are subject to restrictions; and

	 	 
	(d) 	
      the circumstances under which repurchase or forfeiture of
      the Stock Award shall occur by reason of termination of the Participant's
      employment or service relationship.



9.3 Types of Stock Awards

The type of Stock Awards that may be granted by the Plan
Administrator shall include, but shall not be limited to, the following types of
Stock Awards:

	(a) 	
      Restricted Stock Awards, whereby the Company sells shares
      of Common Stock to a Participant that is subject to
  restrictions;



8





	(b) 	
      Compensation Stock Awards, whereby the Company issues
      shares of Common Stock to a Participant as compensation for services
      provided or to be provided by the Participant pursuant to an employment or
      consultant agreement;

	 	 
	(c) 	
      Bonus Stock Awards, whereby the Company issues shares of
      Common Stock in consideration for services rendered to the Company by a
      Participant.



The value of the shares of Common Stock used in the
determination of any Stock Award granted by the Plan Administrator to a
Participant shall not be less than 85% of Fair Market Value of the Common Stock
on the Grant Date. 

9.2 Vesting

Notwithstanding the provisions of Article 9.1, unless the Plan
Administrator expressly determines otherwise, all Stock Awards will be deemed to
be “vested” as of the Grant Date.

9.3 Issuance of Shares 

Upon the satisfaction of any terms, conditions and restrictions
prescribed in respect to a Stock Award, or upon the Participant's release from
any terms, conditions and restrictions of a Stock Award, as determined by the
Plan Administrator, the Company shall release, as soon as practicable, to the
Participant or, in the case of the Participant's death, to the personal
representative of the Participant's estate or as the appropriate court directs,
the appropriate number of shares of Common Stock. 

9.4 Waiver of Restrictions 

Notwithstanding any other provisions of the Plan, the Plan
Administrator may, in its sole discretion, waive the repurchase or forfeiture
period and any other terms, conditions or restrictions on any Stock Award under
such circumstances and subject to such terms and conditions as the Plan
Administrator shall deem appropriate; provided, however, that the Plan
Administrator may not adjust performance goals for any Stock Award intended to
be exempt under Section 162(m) of the Code for the year in which the Stock Award
is settled in such a manner as would increase the amount of compensation
otherwise payable to a Participant. 

ARTICLE 10. 
WITHHOLDING 

10.1 General 

The Company may require the Participant to pay to the Company
the amount of any taxes that the Company is required by applicable federal,
state, local or foreign law to withhold with respect to the grant, vesting or
exercise of an Award. The Company shall not be required to issue any shares of
Common Stock under the Plan until such obligations are satisfied. 

10.2 Payment of Withholding Obligations in Cash or Shares


The Plan Administrator may permit or require a Participant to
satisfy all or part of his or her tax withholding obligations by (a) paying cash
to the Company, (b) having the Company withhold from any cash amounts otherwise
due or to become due from the Company to the Participant, (c) having the Company
withhold a portion of any shares of Common Stock that would otherwise be issued
to the Participant having a value equal to the tax withholding obligations (up
to the employer's minimum required tax withholding rate), or (d) surrendering
any shares of Common Stock that the Participant previously acquired having a
value equal to the tax withholding 

9




obligations (up to the employer's minimum required tax
withholding rate to the extent the Participant has held the surrendered shares
for less than six months). 

ARTICLE 11. 
ASSIGNABILITY 

Neither an Option Award, an unvested Stock Award nor any
interest therein may be assigned, pledged or transferred by the Participant or
made subject to attachment or similar proceedings other than by will or by the
applicable laws of descent and distribution, and, during the Participant's
lifetime, Option Awards may be exercised only by the Participant.
Notwithstanding the foregoing, and to the extent permitted by Section 422 of the
Code, the Plan Administrator, in its sole discretion, may permit a Participant
to assign or transfer an Option Award or Stock Award or may permit a Participant
to designate a beneficiary who may exercise an Option Award or receive payment
under an Award after the Participant's death; provided, however, that any Award
so assigned or transferred shall be subject to all the terms and conditions of
the Plan and those contained in the instrument evidencing the Award. 

ARTICLE 12. 
ADJUSTMENTS 

12.1 Adjustment of Shares 

In the event, at any time or from time to time, a stock
dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to stockholders other than
a normal cash dividend, or other change in the Company's corporate or capital
structure, including, without limitation, a Related Party Transaction, results
in (a) the outstanding shares of Common Stock, or any securities exchanged
therefor or received in their place, being exchanged for a different number or
kind of securities of the Company or of any other corporation or (b) new,
different or additional securities of the Company or of any other corporation
being received by the holders of shares of Common Stock of the Company, then the
Plan Administrator shall make proportional adjustments in (i) the maximum number
and kind of securities available for issuance under the Plan as set forth in
Article 4, and (ii) the number and kind of securities that are subject to any
outstanding Award and the per share price of such securities, without any change
in the aggregate price to be paid therefor. The determination by the Plan
Administrator as to the terms of any of the foregoing adjustments shall be
conclusive and binding. Notwithstanding the foregoing, a dissolution or
liquidation of the Company or a Corporate Transaction shall not be governed by
this Article 12.1 but shall be governed by Articles 12.2 and 12.3, respectively.


12.2 Dissolution or Liquidation 

To the extent not previously exercised or settled, and unless
otherwise determined by the Plan Administrator in its sole discretion, Option
Awards and Stock Awards denominated in units shall terminate immediately prior
to the dissolution or liquidation of the Company. To the extent a vesting
provision, forfeiture provision or repurchase right applicable to an Award has
not been waived by the Plan Administrator, the Award shall be forfeited
immediately prior to the consummation of the dissolution or liquidation. 

12.3 Corporate Transaction 

Options 

	(a) 	
      In the event of a Corporate Transaction, except as
      otherwise provided in the instrument evidencing an Option (or in a written
      employment or services agreement between a Participant and the Company or
      Related Company) and except as provided in
subsection



10





		
      (b) below, each outstanding Option shall be assumed or an
      equivalent option or right substituted by the surviving corporation, the
      successor corporation or its parent corporation, as applicable (the
      "Successor Corporation").

	 	 
	(b) 	
      If, in connection with a Corporate Transaction, the
      Successor Corporation refuses to assume or substitute for an Option, then
      each such outstanding Option shall become fully vested and exercisable
      with respect to 100% of the unvested portion of the Option. In such case,
      the Plan Administrator shall notify the Participant in writing or
      electronically that the unvested portion of the Option specified above
      shall be fully vested and exercisable for a specified time period. At the
      expiration of the time period, the Option shall terminate, provided that
      the Corporate Transaction has occurred.

	 	 
	(c) 	
      For the purposes of this Article 12.3, the Option shall
      be considered assumed or substituted for if following the Corporate
      Transaction the option or right confers the right to purchase or receive,
      for each share of Common Stock subject to the Option immediately prior to
      the Corporate Transaction, the consideration (whether stock, cash, or
      other securities or property) received in the Corporate Transaction by
      holders of Common Stock for each share held on the effective date of the
      transaction (and if holders were offered a choice of consideration, the
      type of consideration chosen by the holders of a majority of the
      outstanding shares); provided, however, that if such consideration
      received in the Corporate Transaction is not solely common stock of the
      Successor Corporation, the Plan Administrator may, with the consent of the
      Successor Corporation, provide for the consideration to be received upon
      the exercise of the Option, for each share of Common Stock subject
      thereto, to be solely common stock of the Successor Corporation
      substantially equal in fair market value to the per share consideration
      received by holders of Common Stock in the Corporate Transaction. The
      determination of such substantial equality of value of consideration shall
      be made by the Plan Administrator and its determination shall be
      conclusive and binding.

	 	 
	(d) 	
      All Options shall terminate and cease to remain
      outstanding immediately following the Corporate Transaction, except to the
      extent assumed by the Successor Corporation.



12.4 Further Adjustment of Awards 

Subject to Articles 12.2 and 12.3, the Plan Administrator shall
have the discretion, exercisable at any time before a sale, merger,
consolidation, reorganization, liquidation or change of control of the Company,
as defined by the Plan Administrator, to take such further action as it
determines to be necessary or advisable, and fair and equitable to the
Participants, with respect to Awards. Such authorized action may include (but
shall not be limited to) establishing, amending or waiving the type, terms,
conditions or duration of, or restrictions on, Awards so as to provide for
earlier, later, extended or additional time for exercise, lifting restrictions
and other modifications, and the Plan Administrator may take such actions with
respect to all Participants, to certain categories of Participants or only to
individual Participants. The Plan Administrator may take such action before or
after granting Awards to which the action relates and before or after any public
announcement with respect to such sale, merger, consolidation, reorganization,
liquidation or change of control that is the reason for such action. 

12.5 Limitations 

The grant of Awards shall in no way affect the Company's right
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets. 

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12.6 Fractional Shares 

In the event of any adjustment in the number of shares covered
by any Award, each such Award shall cover only the number of full shares
resulting from such adjustment. 

ARTICLE 13. 
AMENDMENT AND TERMINATION 

13.1 Amendment or Termination of Plan 

The Board may suspend, amend or terminate the Plan or any
portion of the Plan at any time and in such respects as it shall deem advisable;
provided, however, that to the extent required for compliance with Section 422
of the Code or any applicable law or regulation, stockholder approval shall be
required for any amendment that would (a) increase the total number of shares
available for issuance under the Plan, (b) modify the class of employees
eligible to receive Options, or (c) otherwise require stockholder approval under
any applicable law or regulation. Any amendment made to the Plan that would
constitute a "modification" to Incentive Stock Options outstanding on the date
of such amendment shall not, without the consent of the Participant, be
applicable to such outstanding Incentive Stock Options but shall have
prospective effect only. 

13.2 Term of Plan 

Unless sooner terminated as provided herein, the Plan shall
terminate ten (10) years after the earlier of the Plan's adoption by the Board
and approval by the stockholders. 

13.3 Consent of Participant 

The suspension, amendment or termination of the Plan or a
portion thereof or the amendment of an outstanding Award shall not, without the
Participant's consent, materially adversely affect any rights under any Award
theretofore granted to the Participant under the Plan. Any change or adjustment
to an outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to
Article 12 shall not be subject to these restrictions. 

ARTICLE 14. 
GENERAL 

14.1 Evidence of Awards 

Awards granted under the Plan shall be evidenced by a written
instrument that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not
inconsistent with the Plan. 

14.2 No Individual Rights 

Nothing in the Plan or any Award granted under the Plan shall
be deemed to constitute an employment contract or 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 Related Company or limit in any way
the right of the Company or any Related Company to terminate a Participant's
employment or other relationship at any time, with or without Cause. 

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14.3 Issuance of Shares 

Notwithstanding any other provision of the Plan, the Company
shall have no obligation to issue or deliver any shares of Common Stock under
the Plan or make any other distribution of benefits under the Plan unless, in
the opinion of the Company's counsel, such issuance, delivery or distribution
would comply with all applicable laws (including, without limitation, the
requirements of the Securities Act), and the applicable requirements of any
securities exchange or similar entity. 

The Company shall be under no obligation to any Participant to
register for offering or resale or to qualify for exemption under the Securities
Act, or to register or qualify under state securities laws, any shares of Common
Stock, security or interest in a security paid or issued under, or created by,
the Plan, or to continue in effect any such registrations or qualifications if
made. The Company may issue certificates for shares with such legends and
subject to such restrictions on transfer and stop-transfer instructions as
counsel for the Company deems necessary or desirable for compliance by the
Company with federal and state securities laws. 

To the extent the Plan or any instrument evidencing an Award
provides for issuance of stock certificates to reflect the issuance of shares of
Common Stock, the issuance may be effected on a noncertificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock
exchange. 

14.4 No Rights as a Stockholder 

No Option or Stock Award denominated in units shall entitle the
Participant to any cash dividend, voting or other right of a stockholder unless
and until the date of issuance under the Plan of the shares that are the subject
of such Award. 

14.5 Compliance With Laws and Regulations 

Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who are
officers or directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other
Participants. Additionally, in interpreting and applying the provisions of the
Plan, any Option granted as an Incentive Stock Option pursuant to the Plan
shall, to the extent permitted by law, be construed as an "incentive stock
option" within the meaning of Section 422 of the Code. 

14.6 Participants in Other Countries 

The Plan Administrator shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to
comply with provisions of the laws of other countries in which the Company or
any Related Company may operate to assure the viability of the benefits from
Awards granted to Participants employed in such countries and to meet the
objectives of the Plan. 

14.7 No Trust or Fund 

The Plan is intended to constitute an "unfunded" plan. Nothing
contained herein shall require the Company to segregate any monies or other
property, or shares of Common Stock, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any
Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company. 

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14.8 Severability 

If any provision of the Plan or any Award is determined to be
invalid, illegal or unenforceable in any jurisdiction, or as to any person, or
would disqualify the Plan or any Award under any law deemed applicable by the
Plan Administrator, such provision shall be construed or deemed amended to
conform to applicable laws, or, if it cannot be so construed or deemed amended
without, in the Plan Administrator's determination, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect. 

14.9 Choice of Law 

The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the laws of the United States,
shall be governed by the laws of the State of Nevada without giving effect to
principles of conflicts of law. 

ARTICLE 15. 
EFFECTIVE DATE 

The effective date is the date on which the Plan is adopted by
the Board. If the stockholders of the Company do not approve the Plan within 12
months after the Board's adoption of the Plan, any Incentive Stock Options
granted under the Plan will be treated as Non-Qualified Stock Options. 

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