chtl_10k-ex1019.htm


    EXHIBIT
10.2

     

    CHINA
TEL GROUP  INC. STOCK PLAN

     

    2008 STOCK OPTION
PLAN

     

    1.           PURPOSE.  The
purpose of this Plan is to advance the interests of CHINA TEL GROUP, INC (the
"Company") by providing an opportunity to its selected key employees (as defined
in Paragraph 2(b)) and consultants (as defined in Paragraph 2(a)) to
purchase shares (the "Shares") of the Common Stock, par value $.001 per share
(the "Common Stock"), of the Company.  By encouraging stock ownership,
the Company seeks to attract, retain and motivate key employees and
consultants.  It is intended that this purpose will be effected by the
granting of (i) incentive stock options ("Incentive Options") as described
in ' 422 of the Internal Revenue Code of 1986, as amended (the "Code"); and
(ii) nonqualified stock options ("Nonqualified Options," and, together with
the incentive options, the "Options") as provided herein.

    


    2.           DEFINITIONS.

    


    (a)           The
term "consultants" means those persons, other than employees of the Company, who
provide services to the Company, including members of a scientific advisory
board of the Company and nonemployee directors of the Company, and who are
determined by the Compensation Committee to be eligible for Options under this
Plan.

     

    (b)           The
term "key employees" means those executive, administrative, operational,
engineering or managerial employees who are determined by the Compensation
Committee to be eligible for Options under this Plan.

    


    (c)           The
term "optionee" means an individual to whom an option is granted under this
Plan.

    


    3.           EFFECTIVE
DATE.  This Plan became effective on October 27, 2008, the date it was
adopted by the Board of Directors of the Company. Attached as Exhibit A is a
form of the Stock Option to be issued under this Plan.

     

    4.           STOCK
SUBJECT TO THE PLAN.  The Shares that may be purchased (through the
exercise of options) under this Plan shall not exceed in the aggregate Eight
Million Shares.  If any Options granted under the Plan shall
terminate, expire or be cancelled as to any Shares, new Options may thereafter
be granted covering such Shares.  The Shares issued upon exercise of
Options under this Plan may, in whole or in part, be either authorized but
unissued Shares or issued Shares reacquired by the
Company.  Notwithstanding any other provisions of this Plan, the
aggregate number of Shares subject to outstanding options granted under the
Plan, plus the aggregate number of Shares issued upon the exercise of all
options granted under the Plan, shall never be permitted to exceed the number of
Shares specified in the first sentence of section 4, except in accordance with
subsection 8(a) below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           ADMINISTRATION.  The
Plan shall be administered by the Board of Directors of the Company (the
"Board"), or by a committee appointed by the Board, which shall not have less
than two (2) members (in either case, the "Compensation
Committee").  No option shall be granted to a director or officer of
the Company except: (a) by the Board when, as and if all of its members are
disinterested persons, or (b) by a Compensation Committee other than the Board
when the Compensation Committee is composed of two (2) or more directors having
full authority to act in the matter and each member of the Compensation
Committee is a disinterested person.  "Disinterested person" for this
purpose, shall mean a person who, at the time he exercises discretion in
administering the Plan, has not at any time within one (1) year prior thereto
been a person to whom stock may be allocated or to whom stock options or stock
appreciation rights may be granted pursuant to the Plan or any other plan of the
Company or any of its affiliates entitling the participants therein to acquire
stock, stock options or stock appreciation rights of the Company or any of its
affiliates.  The Compensation Committee may delegate non-discretionary
administrative duties to such employees of the Company as it deems
proper.  Subject to the provisions of the Plan, the Compensation
Committee shall have the sole authority, in its discretion:

    


    (a)           to
determine to which of the eligible individuals, and the time or times at which,
options to purchase Common Stock of the Company shall be granted;

    


    (b)           to
determine the number of shares of Common Stock to be subject to options granted
to each eligible individual;

    


    (c)           to
determine the price to be paid for the shares of Common Stock upon the exercise
of each option;

    


    (d)           to
determine the term and the exercise schedule of each option;

    


    (e)           to
determine the terms and conditions of each stock option agreement (which need
not be identical) entered into between the Company and any eligible individual
to whom the Compensation Committee has granted an option;

     

    (f)           to
interpret the Plan; and

     

    (g)           to
make all determinations deemed necessary or advisable for the administration of
the Plan.

    


    The
Compensation Committee, if any, shall be appointed by and shall serve at the
pleasure of the Board of Directors of the Company.  No member of the
Compensation Committee shall be liable for any action or determination made with
respect to the Plan.

    


    6.           ELIGIBLE
EMPLOYEES AND CONSULTANTS.  Incentive Options may be granted to such
key employees of the Company, including members of the Board of Directors who
are also employees of the Company, as are selected by the Compensation Committee
or Board of Directors.  Nonqualified Options may be granted to such
key employees and consultants of the Company, including members of the Board of
Directors, as are selected by the Compensation Committee or the Board of
Directors.  The term "employee" includes an officer or director who is
an employee of the Company or a parent or subsidiary of it, as well as a
non-officer, non-director employee of the Company or a parent or subsidiary of
it.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           DURATION
OF THE PLAN.  This Plan shall terminate five (5) years from the
effective date of this Plan, unless terminated earlier pursuant to
Paragraph 13 hereof, and no Options may be granted after such
termination.

     

    8.           RESTRICTIONS
ON INCENTIVE OPTIONS.  Incentive Options (but not Nonqualified
Options) granted under this Plan shall be subject to the following
restrictions:

    


    (a)           Limitation
on Number of Shares.  The aggregate fair market value, determined as
of the date the Incentive Option is granted, of the Shares with respect to which
Incentive Options are exercisable for the first time by an employee during any
calendar year shall not exceed $2,500,000.  If an employee is eligible
to participate in any other incentive stock option plans of the Company which
are also intended to comply with the provisions of ' 422A of the Code, the
applicable annual limitation shall apply to the aggregate number of Shares for
which Incentive Options may be granted under all such plans.  No
Incentive Options may be exercised until and unless the Plan is approved by the
shareholders within one year of the date hereof, such approval to be expressed
in any legal way under Nevada law.

     

    (b)           10%
Stockholder.  If any employee to whom an Incentive Option is granted
pursuant to the provisions of the Plan is on the date of grant the owner of
stock (as determined under Section 425(d) of the Code) possessing more than
10% of the total combined voting power of all classes of stock of the Company
(or of any parent or subsidiary of the Company), then the following special
provisions shall be applicable to the Incentive Option granted to such
individual:

    


    
      	
               
      

            	
              (i)

            	
              The
      option price per Share subject to such Incentive Option shall not be less
      than 100% of the fair market value of one Share on the date of grant;
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Incentive Option shall not have a term in excess of three (3) years from
      the date of grant.

            


    

    


    
      	
               
      

            	
              In
      determining stock ownership, an optionee shall be considered as owning the
      voting capital stock owned, directly or indirectly, by or for his brothers
      and sisters, spouse, ancestors, and lineal descendants.  Voting
      capital stock owned, directly or indirectly, by or for a corporation,
      partnership, estate or trust shall be considered as being owned
      proportionately by or for its shareholders, partners, or beneficiaries, as
      applicable.  Common Stock with respect to which any such
      optionee holds an option shall not be counted.  Additionally,
      outstanding capital stock shall include all capital stock actually issued
      and outstanding immediately after the grant of the option to the
      optionee.  Outstanding capital stock shall not include capital
      stock authorized for issue under outstanding options held by the optionee
      or by any other person.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           TERMS
AND CONDITIONS OF OPTIONS.  Incentive and Nonqualified Options granted
under this Plan shall be evidenced by stock option agreements in such form and
not inconsistent with the Plan as the Compensation Committee or the Board of
Directors shall approve from time to time, which agreements shall evidence the
following terms and conditions:

    


    (a)           Price.

    


    (i)           Incentive
Options.  Subject to the condition of subparagraph (b)(i) of
Paragraph 8, if applicable, with respect to each Incentive Option, the
purchase price per Share payable upon the exercise of each Incentive Option
granted hereunder shall be $0.80 per share.

     

    (ii)           Nonqualified
Options.  With respect to each Nonqualified Option, the purchase price
per Share payable upon the exercise of each Nonqualified Option granted
hereunder shall be $0.80 per shares.

    


    (b)           Number
of Shares.  Each option agreement shall specify the number of Shares
to which it pertains.

    


    (c)           Exercise.  Subject
to the conditions of subparagraphs (a) and (b)(ii) of Paragraph 8, if
applicable, each option shall be exercisable for the full amount or for any part
thereof and at such intervals or in such installments as the Compensation
Committee or the Board of Directors may determine at the time it grants such
option; provided, however, that no option shall be exercisable with respect to
any Shares later than ten (10) years after the date of the grant of such
option.

     

    (d)           Notice
of Exercise and Payment.  An option shall be exercisable only by
delivery of a written notice to the Compensation Committee or the Board of
Directors, any member of the Compensation Committee or the Board of Directors,
the Company's Treasurer, or any other officer of the Company designated by the
Compensation Committee or the Board of Directors to accept such notices on its
behalf, specifying the number of Shares for which it is exercised.  If
such Shares are not at the time effectively registered under the Securities Act
of 1933, as amended, the optionee shall include with such notice a letter, in
form and substance satisfactory to the Company, confirming that such Shares are
being purchased for the optionee's own account for investment and not with a
view to the resale or distribution thereof.  Payment shall be made in
full at the time of delivery to the optionee of a certificate or certificates
covering the number of Shares for which the option was
exercised.  Payment shall be made (i) by cash or check,
(ii) if permitted by the Compensation Committee or the Board of Directors,
by delivery and assignment to the Company of shares of the Company's stock
having a fair market value (as determined by the Compensation Committee) equal
to the exercise price, (iii) if permitted by the Compensation Committee or
the Board of Directors, by a promissory note, (iv) by a combination of (i),
(ii), and (iii)or (v) (v) by a combination of (i), (ii), (iii), and (iv) by
"cashless" exercise of vested options, i.e., surrender of vested options to
purchase the number of shares resulting from the formula X divided by A, where X
is the number of fully paid shares to be issued by the Company in consideration
for the vested options surrendered, Y is the number of vested options being
surrendered, A is the fair market value (as determined by the Compensation
Committee) of the Common Stock at the time of exercise, and B is the exercise
price of the option being exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (e)           Withholding
Taxes; Delivery of Shares.  The Company's obligation to deliver Shares
upon exercise of a Nonqualified Option, in whole or in part, shall be subject to
the optionee's satisfaction of all applicable federal, state, and local income
and employment tax withholding obligations.  The optionee may satisfy
the obligation, in whole or in part, by electing to have the Company withhold
Shares having a value equal to the amount required to be
withheld.  The value of Shares to be withheld shall be based on the
fair market value of the Shares on the date the amount of tax to be withheld is
to be determined.  If Common Stock acquired by exercise of an
incentive stock option granted pursuant to this Plan is disposed of within two
(2) years from the date of grant of the option or within one (1) year after the
transfer of the Common Stock to the optionee, the holder of the Common Stock
immediately prior to the disposition shall promptly notify the Company in
writing of the date and terms of the disposition and shall provide such other
information regarding the disposition as the Company may reasonably
require.

     

    (f)           Nontransferability.  No
option shall be transferable by the Optionee otherwise than by will or the laws
of descent or distribution, and each option shall be exercisable during his
lifetime only by him (except as otherwise provided for in subparagraph (g)
below).

     

    (g)           Termination
of Options.  Each option shall terminate and may no longer be
exercised if the optionee ceases for any reason to be an employee of, or
consultant to, the Company, except that:

     

    
      	 	(i) 	
              if
      the optionee's performance of services shall have terminated for any
      reason other than cause, resignation or other voluntary action before his
      eligibility to retire, disability (as defined below) or death, he may at
      any time within a period of thirty (30) days after such termination of the
      performance of services exercise his option to the extent that the option
      was exercisable by him on the date of termination of his performance of
      services; 

            
	 	 	 
	
               
      

            	
              (ii)

            	
              if
      the Optionee's performance of services shall have been terminated because
      of disability within the meaning of 422(e)(3) of the Internal Revenue
      Code, the Optionee may, at any time within a period of one (1) year after
      the termination of performance of services, exercise his option to the
      extent that the option was exercisable by him on the date of termination
      of his employment or performance of services;
  and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              if
      the optionee dies at a time when the option was exercisable by him, then
      his estate, personal representative or beneficiary to whom it has been
      transferred may, at any time within a period of one (1) year
      following his death if the optionee's performance of services shall have
      been terminated by his death, or for the period following the termination
      of his performance of services during which the option would have remained
      exercisable under clauses (i) or (ii) above if the optionee's
      performance of services shall have been terminated prior to his death,
      exercise the option to the extent the optionee might have exercised it at
      the time of his death; provided, however, that no option may be exercised
      to any extent by anyone after the date of expiration of the
      option.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)           Rights
as Stockholder.  The optionee shall have no rights as a stockholder
with respect to any Shares covered by his option until the date of issuance of a
stock certificate to him for such Shares.

     

    (i)           Repurchase
of Shares by the Company.  Any Shares purchased by an optionee upon
exercise of an option may in the discretion of the Compensation Committee or the
Board of Directors be subject to repurchase by the Company if and to the extent
specifically set forth in the agreement pursuant to which the Shares were
purchased.

    


    10.           STOCK
DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS;
RECAPITALIZATIONS.  Appropriate adjustment shall be made in the
maximum number of Shares of Common Stock subject to the Plan and in the number,
kind and price of Shares covered by any Options granted hereunder to give effect
to any stock dividends or other distributions, stock splits, stock combinations,
re-capitalization’s and other similar changes in the capital structure of the
Company after the effective date of the Plan.

     

    11.           MERGER;
SALE OF ASSETS; DISSOLUTION.  In the event of a change of the Common
Stock resulting from a merger or similar reorganization as to which the Company
is the surviving corporation, the number and kind of shares which thereafter may
be subject to Options granted under this Plan and the number, kind and price of
Shares then subject to Options shall be appropriately adjusted in such manner as
the Compensation Committee or the Board of Directors may deem equitable to
prevent substantial dilution or enlargement of the rights available or granted
hereunder.  Except as otherwise determined by the Board of Directors
of the Company, a merger or a similar reorganization that the Company does not
survive, or a sale of all or substantially all of the assets of the Company,
shall cause every Incentive Option and Nonqualified Option outstanding hereunder
to terminate, to the extent not then exercised prior to the close of the merger
or similar transaction.

     

    12.           NO
RIGHTS.  Except as hereinabove expressly provided in Section 10 and
11, no optionee shall have any rights by reason of any subdivision or
consolidation of shares of the capital stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of any
class or by reason of any dissolution, liquidation, merger or consolidation or
spin-off of assets or stock of another corporation, and any issue by the Company
of shares of stock of any class or of securities convertible into shares of
stock of any class shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares subject to any option
granted hereunder.  The grant of an option pursuant to this Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or consolidate or to dissolve, liquidate, sell, or
transfer all or any part of its business or assets.

     

    13.           COMPLIANCE
WITH APPLICABLE LAWS.  Notwithstanding any other provision of the
Plan, the Company shall have no liability to issue any shares under the Plan
unless such issuance would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity.  Prior to
the issuance of any shares under the Plan, the Company may require a written
statement that the recipient is acquiring the shares for investment and not for
the purpose or with the intention of distributing the shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14.           DEATH
OF A PARTICIPANT.  In the event of the death of an optionee, any
options which the optionee was entitled to exercise on the date immediately
preceding his death shall be exercisable by the person or persons to whom those
rights pass by will or by the laws of descent and distribution.  Any
such exercise shall be by written notice thereof filed with the Secretary of the
Company at the Company's corporate headquarters prior to the option's expiration
date, and any person exercising such an option shall be treated as an optionee
for purposes of the provisions of this Plan.

     

    15.           EMPLOYMENT
AND SHAREHOLDER STATUS.  The Plan does not constitute a contract of
employment, and selection as an optionee will not give any employee the right to
be retained in the employ of the Company.  The grant of an option
under the Plan shall not confer upon the holder thereof any right as a
shareholder of the Company.  As of the date on which an optionee
exercises an option, the optionee shall have all rights of a stockholder of
record with respect to the number of shares of Common Stock as to which the
option is exercised, irrespective of whether certificates to evidence the shares
of stock have been issued on such date.  If the redistribution of
shares is restricted pursuant to Paragraph 12, certificates representing such
shares may bear a legend referred to such restrictions.

     

    16.           TERMINATION
OR AMENDMENT OF PLAN.  The Board of Directors may at any time
terminate this Plan or make such changes in or additions to the Plan as it deems
advisable without further action on the part of the stockholders of the Company,
provided that no such termination or amendment shall adversely affect or impair
any then outstanding Options without the consent of the person holding such
Options.

     

    17.           TERMINATION.  The
Plan shall terminate automatically on October 27, 2013, and may be terminated at
any earlier date by the Board.  No option shall be granted hereunder
after termination of the Plan, but such termination shall not affect the
validity of any option then outstanding.

     

    18.           TIME
OF GRANTING OPTIONS.  The date of grant of an option hereunder shall,
for all purposes, be the date on which the Compensation Committee makes the
determination granting such option.

     

    19.           RESERVATION
OF SHARES.  The Company, during the terms of this Plan, will at all
times reserve and keep available such number of shares of its Common Stock as
shall be sufficient to satisfy the requirements of the Plan.

     

    20.           EFFECTIVE
DATE.  This Plan was adopted by the Board of Directors and
shareholders in accordance with the requirements of the Internal Revenue Code
and the Nevada General Corporation Law of the Company on October 27, 2008, and
shall be effective on said date, provided the Plan is approved within twelve
(12) months of said date.  Options may be granted, but may not be
exercised, prior to the date of such shareholder approval.

     

    21.           CORPORATION
FINANCIAL INFORMATION.  The Company shall provide all optionees on an
annual basis with a balance sheet and income statement for the then ending
fiscal year.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
A

    


     OPTION
CERTIFICATE AND AGREEMENT

    


    THIS  OPTION
CERTIFICATE AND AGREEMENT (this "Agreement") is made and entered into as
of  the date set forth in Schedule 1 to this Agreement and
is  by and between  China Tel Group, Inc. (the "Company")
and   the holder of this Option set forth in Schedule 1 to this
Agreement (“Holder”).

    


    R E C I T A L S

    


    WHEREAS,
the Company has recently adopted its 2008 Stock Option Plan (the “Plan”),
pursuant to which the Company has reserved up to 8 million options to acquire
the common stock of the Company (the “Shares”);

    


    WHEREAS,
this Agreement is issued and signed pursuant to the terms of the
Plan;

    


    WHEREAS,
this Option contains the terms, pursuant to which, the Holder shall have the
right, but not the obligation. to acquire additional Shares of the
Company.

    


    NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the parties hereto agree as follows:

    


    A G R E E M E N T

    


    


    1.    Shares.  This
Option shall entitle the Holder to buy the number of Shares set forth in
Schedule 1 hereto.

    


    2.    Term
of  Option    This  Option shall be
outstanding for eighteen months from the date  first set forth
above.

    


    3.    Procedures
for Exercise.    In the
event Holder elects, at its sole and absolute discretion, to exercise this, it
shall:

    


    
      	
               
      

            	
              (a)

            	
              Deliver
      the Exercise Form which is attached hereto as Schedule A to the Company
      secretary.

            


    

    
      	
               
      

            	
              (b)

            	
              The
      exercise form shall be accompanied by a check in the amount of the
      aggregate exercise price.

            


    

    
      	
               
      

            	
              (c)

            	
              Upon
      such exercise, this Certificate shall be canceled and
      anew  shall be issued to Holder reflecting the reduced number of
      s remaining outstanding.

            


    

     

    4.           Mutilated
or Missing  Certificates. In case any of the
Certificates shall be mutilated, lost, stolen or destroyed prior to its
expiration date, the Company shall issue and deliver, in exchange and
substitution for and upon cancellation of the mutilated  Certificate,
or in lieu of and in substitution for the  Certificate lost, stolen or
destroyed, a new  Certificate of like tenor and representing an
equivalent right or interest.

    


    5.           Reservation
of Shares.  The Company will
at all times reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Shares or its authorized and issued
Shares held in its treasury for the purpose of enabling it to satisfy its
obligation to issue Shares upon exercise of Options, the full number of Shares
deliverable upon the exercise of all outstanding Options. The Company covenants
that all Shares which may be issued upon exercise will be validly issued, fully
paid and non-assessable outstanding Shares of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           Rights of
Holder.  The Holder shall not, by virtue of anything contained
in this  Agreement or otherwise, prior to exercise of this , be
entitled to any right whatsoever, either in law or equity, of a stockholder of
the Company, including without limitation, the right to receive dividends or to
vote or to consent or to receive notice as a shareholder in respect of the
meetings of shareholders or the election of directors of the Company of any
other matter.

    


    7.           Investment
Intent.  Holder represents to the Company that Holder is
acquiring the Shares for investment and with no present intention of
distributing or reselling any of the Shares.

    


    8.           Consolidation,
Merger or Sale of the Company.  If the Company is
a party to a consolidation, merger or transfer of assets which reclassifies or
changes its outstanding Common Stock, the successor corporation (or corporation
controlling the successor corporation or the Company, as the case may be) shall
by operation of law assume the Company's obligations under
this  Agreement.  Upon consummation of such transaction the
Shares shall auto­matically become exercisable for the kind and amount of
securities, cash or other assets which the holder of Shares would have owned
immediately after the consolidation, merger or transfer if the holder had
exercised the  Option immediately before the effective date of such
transaction.  As a condition to the consummation of such transaction,
the Company shall arrange for the person or entity obligated to issue securities
or deliver cash or other assets upon exercise of the Option concurrently with
the consummation of such transaction, assume the Company's obligations hereunder
by executing an instrument so providing and further providing for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Section.

    


    9.           Successors. All the covenants and
provisions of this Agreement by or for the benefit of the Company or Holder
shall bind and inure to the benefit of their respective successor and assigns
hereunder.

    


    10.           Counterparts.  This Agreement
may be executed in any number of counterparts and each of such counterparts
shall for all proposes be deemed to be an original, and such counterparts shall
together constitute by one and the same instrument.

    


    11.           Notices.  All notices or
other communications under this  shall be in writing and shall be
deemed to have been given if delivered by hand or mailed by certified mail,
postage prepaid, return receipt requested, if to the Company at its principal
business address, if to the Holder at the address of the Holder appearing on the
books of the Company or the Company’s transfer agent, if any. Either the Company
or the Holder may from time to time change the address to which notices to it
are to be mailed hereunder by notice in accordance with the provisions of this
Paragraph

    


    12.           Severability.  If for any reason
any provision, paragraph or term of this  Agreement is held to be
invalid or unenforceable, all other valid provisions herein shall remain in full
force and effect and all terms, provisions and paragraphs of
this  shall be deemed to be severable.

    


    13.           Governing
Law and Venue.  This  shall
be deemed to be a contract made under the laws of the State of Nevada and for
all purposes shall be governed and construed in accordance with the laws of said
State.  Any proceeding arising under this  Agreement shall
be instituted in Clark County, State of  Nevada.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the date and year first above written.

     

    "COMPANY"

    CHINA TEL GROUP, INC.

     

     

    By:________________________

    
      Title:  Chief
Executive Officer

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
1

    


    Name:    George
Alvarez

    Address:8105
Irvine Center Drive, Suite 800

    Irvine,
CA 92618

    


    Number of
Options: 4,000,000

    


    Date of
Issuance: October 27, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
SCHEDULE
1

    


    Name:     Matthew
Jennings

    


    Address:
8141 West Kaiser Road, Suite 312

     Anaheim Hills, CA
92808

    


    Number of
Options: 2,000,000

    


    Date of
Issuance: October 27, 2008

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
1

    


    Name:     Robert
Jennings

    


    Address:
339 North Hwy 101

     Solana Beach, CA
92075

    


    Number of
Options: 2,000,000

    


    Date of
Issuance: October 27, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
SCHEDULE
2

    


    ST0CK OPTION EXERCISE
FORM

    


    The
undersigned being the holder of options to acquire shares of common stock of
Game Plan Holdings, Inc. (“Game Plan”) hereby exercises the number of options
set forth below at the exercise price set forth below:

    


    Number of Options
Exercised:_________________

    


    Exercise Price Per
Option:____________________

    


    Total Exercise
Price:_________________________

    


    Signature
of Party Exercising
Option:____________________________________________