NOVASTAR
      RESOURCES LTD.

     

    SECOND
      AMENDED AND RESTATED 2006 STOCK PLAN

     

    


    1. 
Purpose.

     

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

     

    2. 
Type
      of Options and Administration.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    3. 
Eligibility.

     

    (a) General.
      Options
      and Restricted Shares may be granted to persons who are, at the time of grant,
      in a Business Relationship (as defined below) with the Corporation; provided,
      that Incentive Stock Options may only be granted to individuals who are
      employees of the Corporation (within the meaning of Section 3401(c) of the
      Code). A person who has been granted an option or Restricted Shares may, if
      he
      or she is otherwise eligible, be granted additional options or Restricted Shares
      if the Board of Directors shall so determine. For purposes of the Plan,
“Business Relationship” means that a person is serving the Corporation, its
      parent, if applicable, or any of its subsidiaries, if applicable, in the
      capacity of an employee, officer, director, advisor or consultant.

     

    
      
        
        

      

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


     

    4. 
Stock
      Subject to Plan.

     

    The
      stock
      subject to options granted under the Plan or grants of Restricted Shares shall
      be shares of authorized but unissued or reacquired Common Stock. Subject to
      adjustment as provided in Section 16 below, the maximum number of shares of
      Common Stock of the Corporation (“Shares”) which may be issued and sold under
      the Plan is 75 million Shares. If any Restricted Shares shall be reacquired
      by
      the Corporation, forfeited or an option granted under the Plan shall expire,
      terminate or is canceled for any reason without having been exercised in full,
      the forfeited Restricted Shares or unpurchased Shares subject to such option
      shall again be available for subsequent option or Restricted Share grants under
      the Plan. Subject to adjustment in accordance with Section 16:

     

    (a) No
      more
      than an aggregate of 75 million Shares may be issued under Incentive Stock
      Options during the term of the Plan;

     

    (b) No
      more
      than an aggregate of 37.5 million Shares may be issued in the form of
      Restricted Shares during the term of the Plan;

     

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

     

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

     

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

     

    5. 
Forms
      of Option and Restricted Share Agreements.

     

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

     

    6. 
Purchase
      Price.

     

    
      
        
        

      

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

     

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

     

    7. 
Option
      Period.

     

    Subject
      to earlier termination as provided in the Plan, each option and all rights
      thereunder shall expire on such date as determined by the Board of Directors
      and
      set forth in the applicable option agreement, provided, that such date shall
      not
      be later than (10) ten years after the date on which the option is
      granted.

     

    8. 
Exercise
      of Options.

     

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

     

    
      
        
        

      

      
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    9. 
Nontransferability
      of Options.
      

     

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

     

    10. 
Effect
      of Termination of Employment or Other Relationship.
      

     

    Except
      as
      provided in Section 11(d) with respect to Incentive Stock Options, and subject
      to the provisions of the Plan and the applicable option agreement, an optionee
      may exercise an option (but only to the extent such option was exercisable
      at
      the time of termination of the optionee’s employment or other relationship with
      the Corporation) at any time within three (3) months following the termination
      of the optionee’s employment or other relationship with the Corporation or
      within one (1) year if such termination was due to the death or disability
      of
      the optionee, but, except in the case of the optionee’s death, in no event later
      than the expiration date of the Option. If the termination of the optionee’s
      employment is for cause or is otherwise attributable to a breach by the optionee
      of an employment or confidentiality or non-disclosure agreement, the option
      shall expire immediately upon such termination. The Board of Directors shall
      have the power to determine what constitutes a termination for cause or a breach
      of an employment or confidentiality or non-disclosure agreement, whether an
      optionee has been terminated for cause or has breached such an agreement, and
      the date upon which such termination for cause or breach occurs. Any such
      determinations shall be final and conclusive and binding upon the optionee.
      

     

    11. 
Incentive
      Stock Options.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    12. 
Restricted
      Shares.

     

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

     

    (b) Restricted
      Period; Lapse of Restrictions.
      At the
      time an award of Restricted Shares is made, the Board of Directors shall
      establish a period of time (the “Restricted Period”) applicable to such award
      which shall not be less than one year nor more than ten years. Each award of
      Restricted Shares may have a different Restricted Period. In lieu of
      establishing a Restricted Period, the Board of Directors may establish
      restrictions based only on the achievement of specified performance measures.
      At
      the time an award is made, the Board of Directors may, in its discretion,
      prescribe conditions for the incremental lapse of restrictions during the
      Restricted Period and for the lapse or termination of restrictions upon the
      occurrence of other conditions in addition to or other than the expiration
      of
      the Restricted Period with respect to all or any portion of the Restricted
      Shares. Such conditions may include, without limitation, the death or disability
      of the participant to whom Restricted Shares are awarded, retirement of the
      participant pursuant to normal or early retirement under any retirement plan
      of
      the Corporation or termination by the Corporation of the participant’s
      employment other than for cause, or the occurrence of a change in control of
      the
      Corporation. Such conditions may also include performance measures, which,
      in
      the case of any such award of Restricted Shares to a participant who is a
“covered employee” within the meaning of Section 162(m) of the Code, shall be
      based on one or more of the following criteria: earnings per share, market
      value
      per share, return on invested capital, return on operating assets and return
      on
      equity. The Board of Directors may also, in its discretion, shorten or terminate
      the Restricted Period or waive any conditions for the lapse or termination
      of
      restrictions with respect to all or any portion of the Restricted Shares at
      any
      time after the date the award is made.

     

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

     

    
      
        
        

      

      
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    (d) Delivery
      of Unrestricted Shares.
      Upon
      the expiration or termination of the Restricted Period and the satisfaction
      of
      any other conditions prescribed by the Board of Directors, the restrictions
      applicable to the Restricted Shares shall lapse and a stock certificate for
      the
      number of Restricted Shares with respect to which the restrictions have lapsed
      shall be delivered, free of all such restrictions, except any that may be
      imposed by law including without limitation securities laws, to the participant
      or the participant’s beneficiary or estate, as the case may be. The Corporation
      shall not be required to deliver any fractional share of Common Stock but will
      pay, in lieu thereof, the fair market value (determined as of the date the
      restrictions lapse) of such fractional share to the participant or the
      participant’s beneficiary or estate, as the case may be.

     

    13. 
Additional
      Provisions.
      

     

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

     

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

     

    
      
        
        

      

      
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    14. 
General
      Restrictions.
      

     

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

     

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

     

    15. 
Rights
      as a Stockholder. 

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    18. 
No
      Special Employment Rights. 

     

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

     

    19. 
Other
      Employee Benefits.
      

     

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

     

    20. 
Amendment
      of the Plan. 

     

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

     

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

     

    
      
        
        

      

      
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    21. 
Withholding.
      

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    23. 
Effective
      Date and Duration of the Plan. 

     

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

     

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

     

    24. 
Governing
      Law. 

     

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

     

    Adopted
      by the Board of Directors on July 17, 2006.

     

    


    
      
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