Exhibit
      10.2

    Second
      Amended and Restated 2006 Stock Plan

     

    
      


      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.

      


      
        
           

        

        
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      6. 
Purchase
        Price.

      


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

      


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

      


      7. 
Option
        Period.

      


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

      


      8. 
Exercise
        of Options.

      


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

      


      
        
           

        

        
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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:

      


      
        
           

        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      
        
           

        

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

      


      12. 
Restricted
        Shares.

      


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

      


      (b) 
Restricted
        Period; Lapse of Restrictions.
        At the
        time an award of Restricted Shares is made, the Board of Directors shall
        establish a period of time (the “Restricted Period”) applicable to such award
        which shall not be 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 

       

      
        
           

        

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

      


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

      


      13. 
Additional
        Provisions.
        

      


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

      


      
        
           

        

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

      


      14. 
General
        Restrictions.
        

      


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

      


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

      


      15. 
Rights
        as a Stockholder. 

      


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

      


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

      


      (a) Recapitalization
        and Related Transactions.
        If,
        through or as a result of any recapitalization, reclassification, stock
        dividend, stock split, reverse stock split or other similar transaction,
        (i) the
        outstanding shares of Common Stock are increased, decreased or exchanged
        for a
        different number or kind of shares or other securities of the Corporation,
        or
        (ii) additional 

       

      
        
           

        

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

      


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

      


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

      


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

      


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

      


      
        
           

        

        
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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.

      


      
        
           

        

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

      


      21. 
Withholding.
        

      


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

      


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

      


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

      


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

      


      
        
           

        

        
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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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