ex101.htm


    Exhibit 10.1

    


    

     

    Gen2Media
Corporation

    2009
NON-QUALIFIED STOCK OPTION PLAN

    


    Article
I.  Purpose, Adoption and Term of the Plan

    


         1.01
Purpose.  The purpose of the Gen2Media Corporation (“Company”)
2009

    Non-Qualified
Stock Option Plan  ("Plan") is to
advance  the  interests  of  the  Company
and  its

    Subsidiaries
(as hereinafter  defined)
by  encouraging  and  providing for the
acquisition of an equity  interest  in the Company
by  non-employee  directors, Officers, independent
contractors and key employees through the grant of options to purchase Common
Stock(as  hereinafter  defined).  The Plan will
enable  the  Company  to retain  the
services  of  non-employee  directors,  officers,
independent contractors  and key  employees  upon
whose judgment,  interest, and special effort the successful conduct
of its operations is largely  dependent and to
compete  effectively with other enterprises for the services of
non-employee directors,  officers, independent contractors and key
employees as may be needed for the continued improvement of its
business.

    


         1.02
Adoption and Term.  The Plan shall become effective on October1, 2009,
subject to the prior  approval  of a
simple  majority  of the  Board(as
hereinafter  defined).  The Plan shall terminate on
September
30,  2019,  or  such  earlier  date
as  shall  be  determined  by
the  Board
provided,  however,  that,  in the event the Plan
is not approved by the Board,  the Plan shall terminate on such date
and any Options (as hereinafter defined) made under the Plan prior to such date
shall be void and of no force and effect.

    


    Article
II.  Definitions

    


         For
purposes of the Plan,
capitalized  terms  shall  have
the  following meanings:

    


         2.01
"Beneficiary"  means an  individual,  trust or
estate who or that, by will or the  laws
of  descent  and  distribution,  succeeds  to
the  rights  and obligations of the
Participant  under the Plan and an Option  Agreement upon
the Participant's death.

    


         2.02
"Board" means the Board of Directors of the Company.

    


    
      
        
        

      

      
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    2.03
"Code" means the Internal Revenue Code of 1986, as amended from time to
time,  or
any  successor  thereto.  References to a section
of the Code shall include that  section  and
any  comparable  section
or  sections  of any future legislation that amends,
supplements, or supersedes said section.

    


         2.04
"Committee" means a committee of the Board as may be appointed,  from
time to time, by the Board.  In the absence of the establishment of
such a committee, the entire Board shall act in that capacity

    


                      (a)  The
Board may appoint more
than  one   Committee  to administer the
Plan. If it appoints more than one Committee,  one Committee (the
"Compensation  and Stock
Option  Committee")  shall have the  authority to
grant Options to a Participant  who is either,  at the Date
of Grant of the Option,  a "covered  employee" as defined in
Section 162(m) or who is subject to Section 16 of the Exchange
Act;  however,  such Committee  shall also have
the authority to grant Options to other Participants. The Compensation and Stock
Option Committee shall be composed of at least two  directors of
the  Company,  each of whom is a "non-employee  director"  as  defined
in Rule  16b-3 and an  "outside  director" within
the meaning of Section 162(m). If, however, at least two of the Company's
directors are not both  "non-employee  directors" and
"outside  directors,"  the Board may grant Options to a
Participant  who is either a "covered  employee" or
subject  to  Section 16 of
the  Exchange  Act,  in which case the Board may
also administer  the Plan and the term  "Committee" as used
herein shall also include the Board. The other Committee (the
"Select  Committee") shall be composed of at least one
director,  who may be an officer of the Company.  The Select
Committee shall have  authority to grant Options to a
Participant  who is not, at the Date of Grant of the Option, either a
"covered employee" as defined in Section 162(m) or subject to Section 16 of the
Exchange Act.

    


                      (b)
The Board may, from time to time,  appoint members of each
Committee
in substitution  for those members who
were  previously  appointed and may fill
vacancies, however caused, in the Committee.

    


    
      (c) The
Compensation and Stock Option Committee and the Select
Committee  shall each have the power
and  authority  to  administer  the Plan
in accordance  with Article III with respect to
particular  classes of Participants (as specified in
Section  2.04(a)) and, when used herein,  the
term  "Committee" shall mean either
the  Compensation  and
Stock  Option  Committee  or the Select Committee
if the Board  appoints more than one Committee to administer the Plan.
If,  however,  there  is
a  conflict  between  the  determinations  made  by
the
Compensation  and  Stock  Option  Committee  and  the  Select   Committee,  the
determinations  made  by
the  Compensation  and  Stock  Option  Committee  shall
control

       



         2.05
"Common  Stock" means the Common Stock,  par value $.001 per
share,  of the
Company.

    


         2.06
"Company"  means Gen2Media Corporation, a corporation organized
under the laws of the State of Nevada, and its successors.

    


    
      
        
        

      

      
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     2.07
"Date of Grant" means the date designated by the Board as the date as of
which it grants an Option,  which  shall not
be  earlier  than the date on which the
Committee approves the granting of such Option.

    


         2.08  "Disability"  has
the meaning  specified  in Section  22(e)(3) of
the Code.

    


         2.09
"Disability  Date" means the date as of which an
Employee  Participant is
determined by the Committee to have a Disability.

    


    


         2.10
"Employee  Participant"  means a Participant who is not a
Non-Employee Director
or independent contractor.

    


         2.11
"ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.

    


         2.12
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     

         2.13
"Fair Market Value" of a share of Common Stock means,  as of any given
date,  the closing  sales  price of a share of
Common  Stock on such date on the principal
national  securities exchange on which the Common Stock is then traded
or, if the Common  Stock is not then traded on a
national  securities  exchange, the closing sales price or,
if none,  the average of the bid and asked prices of the
Common  Stock on such  date
as  reported  on
the  National  Association  of
Securities  Dealers Automated  Quotation System
("Nasdaq");  provided,  however, that, if there were no
sales  reported as of such date,  Fair Market Value shall
be  computed  as of
the  last  date  preceding  such  date
on  which a sale  was
reported;  provided,  further, that, if any such exchange or
quotation system is closed on any day on which Fair Market  Value is
to be  determined,  Fair Market Value shall be determined as
of the first date immediately  preceding such date on which such
exchange or quotation  system was open for trading.  If the
Common Stock to be issued in conjunction with the Plan will carry a restrictive
legend, the Committee may provide a reasonable discount to the last closing
price in determining Fair Market Value.  If the Common Stock is not
admitted to trade on a securities exchange or quoted on Nasdaq, the Fair
Market  Value of a share of Common  Stock as of any given
date shall be as determined in good faith by the Committee,  in its
sole and absolute discretion, which determination may be based on, among other
things,  the opinion of one or more  independent and
reputable  appraisers  qualified to value companies in the
Company's line of business. Notwithstanding the foregoing, the Fair Market Value
of a share of Common Stock shall never be less than par value per
share.

       

         2.14
"Non-Employee Director" means each member of the Board or of the Board
of
Directors of a Subsidiary, in each case who is not an employee of the Company
or of any
of its Subsidiaries.

    


    
      
        
        

      

      
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     2.15
"Option Agreement" means a written agreement between the Company and a
Participant  specifically  setting  forth
the terms and  conditions of an Option granted
to a Participant under the Plan.

    


         2.16
"Option"  means any option to purchase  Common Stock granted
under the Plan to
an  Employee  Participant  or to
a  Non-Employee  Director.  All Options
granted  under the Plan shall be Options that do not qualify as
incentive  stock options under Section 422 of the Code.  All
Options granted under the Plan are intended to meet the requirements of section
409A of the Code.

    


         2.17  "Participant"  means
any  employee, independent contractor
or  Non-Employee  Director of the Company  or any
of its  Subsidiaries  selected  by
the  Committee  to receive an Option under the Plan in
accordance with Articles V and/or VI.

    


         2.18  "Plan"  means  the  Gen2Media
Corporation 2009
Non-Qualified  Stock  Option  Plan as set
forth  herein,  and as the same may be amended from time to
time.

    


         2.19
“Plan Administrator” shall mean the Officer within the organization designated
by the Board to manage the ongoing function of the Plan

    


         2.20
"Rule 16b-3" means Rule 16b-3  promulgated by the SEC under Section
16of the Exchange Act and any successor rule.

    


         2.21
"SEC" means the Securities and Exchange Commission.

    


         2.22
"Section  162(m)" means Section 162(m) of the Code and the regulations
thereunder.

    


         2.23
"Subsidiary"  means a company more than 50% of the equity interests of
which are beneficially owned, directly or indirectly, by the
Company.

    


         2.24  "Termination  of  Employment"  means,  with  respect  to
an  Employee Participant,  the  voluntary  or  involuntary  termination  of  a  Participant's
employment  with  the  Company  or
any  of  its  Subsidiaries  for  any  reason,
including,
without limitation, death, Disability, retirement or as the result of
the sale
or other  divestiture  of
the  Participant's  employer  or
any  similar

    transaction
in which the Participant's  employer ceases to be the Company or one
of its
Subsidiaries. Whether entering military or other government service shall
constitute
Termination of Employment, and whether a Termination of Employment is
a result
of Disability, shall be determined in each case by the Committee in its
sole and
absolute discretion.

     

    
      
        
        

      

      
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    Article
III.  Administration

    


         3.01  Committee.  The
Plan shall be  administered  by the
Committee,  which shall
have exclusive and final authority in each
determination,  interpretation, or other
action  affecting the Plan and
its  Participants.  The Committee  shall
have the
sole and absolute  discretion  to interpret  the
Plan, to establish and modify
administrative rules for the Plan, to select the
Non-Employee  Directors,

    officers,
independent contractors and other key  employees  to whom
Options may be granted,  to determine the terms and provisions of the
respective  Option Agreements (which need not be

    identical),  to
determine all claims for benefits under the Plan, to impose such conditions  and  restrictions  on  Options  as  it  determines  appropriate,  to
determine  whether
the shares  delivered on exercise of Options will be treasury
shares or
will be authorized but
previously  unissued  shares,  and to take such
steps in
connection with the Plan and Options  granted  hereunder as
it may deem

    necessary  or  advisable.  No
action of the  Committee  will be  effective if it
contravenes
or amends the Plan in any respect.  The Committee may designate an
Officer or employee of the Company to act as Plan administrator to carry out the
ongoing responsibilities of managing the Plan’s transactions.

    


         3.02
Actions of the Committee.  Except when the  "Committee" is
the "Board" in the  circumstance  described in the fourth
sentence of Section  2.04(a),  all determinations of the
Committee shall be made by a majority vote of its members.  A majority
of a Committee's members shall constitute a quorum.  Any decision or
determination reduced to writing and signed by all of the members shall be fully
as effective as if it had been made by a majority  vote at a meeting
duly called and held. The Committee shall also have
express  authorization to hold Committee meetings by conference
telephone, or similar communication equipment by means of which all persons
participating in the meeting can hear each other.

    


        3.03
Plan Administrator.  The Plan Administrator shall be an Officer or
other duly designated employee that has the authority and responsibility to
carry out the actions as so authorized by the Committee.

    


    Article
IV.  Shares of Common Stock

    


         4.01
Number of Shares of Common Stock  Issuable.  Subject to
adjustments as provided
in Section 7.05,  the lesser of 3,000,000  shares of Common
Stock or an amount
not to exceed 5% of the total amount of the
class  outstanding  of Common Stock as
of the record date for the
2009  Annual  Report,  rounded  down to
the lowest
multiple of hundred thousand shares, shall be available for Options
under

    the Plan.
Any and all of such shares may be issued  pursuant to
Options  granted to
Employee  Participants or to
Non-Employee  Directors.  The Common Stock to be
offered
under the Plan shall be authorized and unissued  Common Stock, or
issued Common  Stock
that shall have been  reacquired  by
the  Company  and held in its treasury.

    


         4.02
Number of Shares of Common Stock  Awarded to
any  Participant.  In the event
the  purchase  price of an Option is paid,  or
related tax or  withholding payments  are  satisfied,  in
whole or in part through the delivery of shares of Common  Stock  issuable  in  connection  with  the  exercise  of
the  Option,  a Participant  will
be deemed to have  exercised  an
Option  with  respect to those shares of
Common Stock.

     

    
      
        
        

      

      
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         4.03
Shares of Common Stock Subject to Terminated Options. The Common Stock
covered
by any unexercised  portions of terminated  Options may
again be subject to new Options under the Plan.

    


    Article
V.  Participation

    


         5.01
Eligible  Participants.  Employee  Participants
shall be such officers and other
key  employees  of the  Company  or
its  Subsidiaries,  whether or not directors
of the Company, as the Committee, in its sole and absolute discretion,
may
designate from time to
time.  Non-Employee  Director  Participants  shall
be such  Non-Employee  Directors  as  the  Committee,  in  its  sole  and  absolute
discretion,  may
designate  from time to time. Independent Contractor Participants
shall be such  Independent
Contractors  as  the  Committee,  in  its  sole  and  absolute
discretion,  may
designate  from time to time.  In making
such  designation,  the Committee  may
take into  account  the nature of
the  services  rendered  by the officers,
key employees, independent contractors and Non-Employee
Directors,  their present and potential contributions to the success
of the Company and its Subsidiaries, and such other factors  as
the  Committee,  in
its  sole  and  absolute  discretion,  may  deem
relevant.  The  Committee's  designation  of
a Participant in any year shall not require
the Committee to designate  such person to receive  Options
in any other year.  The  Committee  shall  consider  such  factors
as it deems  pertinent  in 

    selecting  Participants  and  in  determining  the  type  and  amount  of  their
respective  Options.  A
Participant  may hold more than one Option granted under the
Plan.  During the term of the 
Plan,  no  Employee  Participant  may  receive
Options
to purchase more than 1,000,000 shares of Common Stock under the
Plan.

    


    Article
VI.  Stock Options

    


         6.01
Grant of
Option.  Any  Option  granted  under the
Plan shall have such terms as
the  Committee  may,  from  time to
time,  approve,  and the  terms and conditions
of Options need not be the same with respect to each Participant.

    


         6.02
Terms of Options.  Options  granted under the Plan shall be
subject to the
following  terms and  conditions  and shall be in
such form and contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as
the
Committee shall deem desirable:

    


                      (a)
Option  Price.  The option price per share of Common Stock
purchasable  under
an Option shall be determined by the Committee at the time of grant  but
shall  not be less  than the
Fair  Market  Value of a share of Common Stock on
the Date of Grant; provided,  however, that, except as required by
Rule 16b-3
with  respect to Options  granted to
persons  subject to Section 16 of the

    Exchange
Act, no amendment of an Option shall be deemed to be the grant of a new
Option
for purposes of this Section 6.02(a).  Notwithstanding the foregoing,
the

    option
price per share of Common Stock of an Option shall never be less than par
value per
share.

     

    
      
        
        

      

      
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                      (b)
Option Term. The term of each Option shall be fixed by the Committee,
but no Option shall be exercisable more than ten years after the
Date

    of
Grant.

    


                      (c)  Exercisability.  An  Option  Agreement  with  respect  to
Options
may contain such performance  targets,  waiting
periods,  exercise dates and
restrictions on exercise (including,  but not limited to, a
requirement that an Option
is exercisable in periodic installments), and restrictions on transfer
of
the  underlying  shares of Common Stock,  if any,
as may be determined by the Committee
at the time of grant. To the extent not exercised,  installments shall
cumulate
and be  exercisable,  in whole or in part,  at any
time after  becoming exercisable,  subject
to the limitations set forth in Sections 6.02(b), (f), (g)

    and
(h).

    


                      (d)  Method  of  Exercise.  Subject  to  whatever  installment
exercise
and waiting  period  provisions  that apply
under  Section  6.02(c) and subject
to Sections 6.02(b), (f), (g) and (h), Options may be exercised in whole
or in
part at any time during the term of the Option,  by
giving  written notice of
exercise to the Company specifying the number of shares of Common Stock to be
purchased.  Such
notice shall be  accompanied by payment in full of the purchase
price in
such form as the Committee may accept (including  payment in
accordance with a
cashless  exercise  program  if and when such a
program may be approved  by the  Committee).  If
and to the extent the Committee  determines in its sole and absolute
discretion at or after grant,  payment  in full or in part
may also be made in the  form
of  shares  of

    Common
Stock already owned by the Participant (and for which the Participant has
good  title,  free
and  clear of any  liens
or  encumbrances)  based on the Fair Market
Value of the shares of Common Stock on the date the Option
is  exercised; provided,  however,  that
any already  owned  Common Stock used for payment must
have been
held by the Participant for at least six months. No Common Stock
shall

    be issued
on exercise of an Option until payment,  as provided
herein,  therefore has been
made.  A  Participant  shall  generally  have
the right to dividends or other
rights of a stockholder with respect to Common Stock subject to the Option
only when
certificates for shares of Common Stock are issued to the
Participant.  The Committee in its sole and absolute discretion may
allow for cashless exercise of Options.  A Participant may request the
Committee to allow cashless exercise of Options by presenting a written request
to the Plan Administrator.  Plan Administrator shall present such
request to the Committee and Comittee shall decide in its sole and absolute
discretion to allow such cashless exercise.

    


                      (e)   Non-Transferability  of  Options.  No  Option  shall  be
transferable
by the  Participant  otherwise than by will, by the laws of
descent and
distribution, or pursuant to a domestic relations order.

    


                      (f)
Acceleration or Extension of Exercise Time. The Committee, in its sole and
absolute discretion,  shall have the right (but shall not in any case
be  obligated)  to permit  purchase of
Common  Stock  subject to any Option granted to a
Participant  prior to the time such Option
would  otherwise  become exercisable under the terms of the
Option Agreement. In addition, the Committee, in its sole and absolute
discretion,  shall have the right (but shall not in any case be
obligated) to permit any Option granted to a Participant to be exercised after
the day
the  Option  would  otherwise  expire,  subject,  however,  to
the limitation set forth in Section 6.02(b).

    
 

    
      
        
        

      

      
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    (g)
Exercise of Options Upon  Termination
of  Employment.  The following
provisions apply to Options granted to Employee Participants:

    


                        (i)  Exercise  of  Vested   Options  Upon   Termination   of Employment.

    


                                        (A)  Termination.  Unless
the Committee,  in  its  sole  and   absolute   discretion,

                                             provides
for a shorter or longer period of
time  in an  Option  Agreement  or
a

                                             longer  period  of
time  in  accordanc with
Section 6.02(f),  upon an Employee

                                             Participant's
Termination of Employment other   than  by  reason  of  death  or

                                             Disability,  the  Employee  Participant may,  within  90
days  from the date of

                                             such    Termination    of   Employment, exercise  all
or any part of his or her

                                             Options
as were exercisable at the date      of  Termination  of  Employment.  In
no

                                             event,   however,  may  any  Option  be exercised    later    than   the   date

                                             determined
pursuant to Section 6.02(b).

    


                                        (B)  Disability.  Unless
the  Committee,  in its  sole  and   absolute   discretion,

                                             provides
for a shorter or longer period of
time  in an  Option  Agreement  or
a

                                             longer  period  of
time  in  accordance with
Section 6.02(f),  upon an Employee

                                             Participant's   Disability   Date,  the Employee  Participant  may,  within
one

                                             year   after   the   Disability   Date, exercise  all
or a  part  of his or her

                                             Options,
whether or not such Option was exercisable
on the Disability Date, but

                                             only  to  the  extent  not   previously exercised.  In
no event,  however,  may

                                             any
Option be exercised  later than the date  determined  pursuant  to  Section

                                             6.02(b).

     

    
      
        
        

      

      
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                                            (C)
Death. Unless the Committee,  in its sole and
absolute  discretion,  provides

                                            for  a  shorter  period  of  time  in
an Option  Agreement,  in
the  event of the

                                            death
of an Employee  Participant  while employed
by the Company or a Subsidiary,

                                            the
Employee  Participant's  Beneficiary shall  be  entitled   to  exercise   any

                                            Options  that
were vested at the date of the
Employee  Participant's  death until

                                            the  initial  expiration  date  of  such Option  determined  pursuant  to
Section

    


    


                                            6.02(b).  Notwithstanding  the
above, if the
Employee  Participant at the time of

                                            death  had  been  an   employee  of  the Company
or a Subsidiary  for a period of

                                            ten   years,   50%   of   the   Employee Participant's   unvested   Option  would

                                            become
vested and subject to exercise as stated   above   and  if  the   Employee

                                            Participant  at
the  time of  death  had been
an  employee  of the  Company  or
a

                                            Subsidiary   for  a  period  of  fifteen years,
all of the Employee Participant's

                                            unvested
Options would become vested and subject
to exercise as stated  above and

                                            shall  expire
on the date of  expiration of
the  Option  determined  pursuant  to

                                            Section
6.02(b).

    


                        (ii)
Expiration  of
Unvested  Options  Upon  Termination of     Employment.    Subject   to   Sections    6.02(f)   and

                             6.02(g)(i)(B)
and (C), to the extent all or any part of an
Option  granted to an Employee  Participant  was
not

                             exercisable   as  of  the   date  of   Termination   of Employment,
such right shall expire at the date of such

                             Termination   of   Employment.    Notwithstanding   the foregoing,  the  Committee,  in
its sole  and  absolute

                             discretion   and   under   such   terms   as  it  deems appropriate,  may  permit
an  Employee  Participant  to

                             continue
to accrue service with respect to the right to exercise
his or her Options.

     

    
      
        
        

      

      
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                      (h)
Exercise of Options Upon  Termination  of
Service.  Unless the
Committee,  in its sole and
absolute  discretion,  provides for a shorter or
longer  period  of
time in an  Option  Agreement  or a
longer  period of time in accordance
with Section 6.02(f),  if an Independent Contractor or
Non-Employee  Director's service with the Company or a Subsidiary
terminates for any reason or if such person ceases to be
a  Non-Employee  Director,  such  Option
may be  exercised  to the extent it was exercisable  on
the date of such  termination of service until the expiration of
the
stated  term of the  Option,  but only to
the  extent it was not  previously exercised.

    


    Article
VII.  Terms Applicable to All Options Granted Under the
Plan

    


         7.01
Plan  Provisions  Control  Option  Terms.  The
terms of the Plan shall govern
all Options  granted under the Plan,  and in no event shall
the Committee have
the  power to grant to 
a  Participant  any  Option  under  the
Plan that is contrary
to any  provisions of the Plan. If any provision of any
Option  granted under the
Plan conflicts with any of the terms in the Plan as constituted on
the

    Date of
Grant of such Option,  the terms in the Plan as  constituted
on the Date of Grant
of such Option shall control.

    


         7.02
Option  Agreement.  No person  shall have any
rights  under any Option granted
under the Plan unless and until the Company and the  Participant to
whom such
Option shall have been granted  shall have executed and delivered an
Option Agreement  authorized  by
the  Committee  expressly  granting the Option to
such person
and containing provisions setting forth the terms of the Option. If
there

    is any
conflict  between the provisions of an Option  Agreement and
the terms of the Plan,
the terms of the Plan shall control.

    


         7.03  Modification  of  Option  After  Grant.  Except  as  provided  by
the Committee,  in
its sole and absolute  discretion,  in the Option Agreement
or as provided
in Section 7.05, no Option granted under the Plan to a
Participant  may be
modified (unless such modification does not materially  decrease the
value of the
Option) after the Date of Grant except by express written  agreement
between the
Company and the Participant,  provided that any such change (a) shall
not be inconsistent  with
the  terms of the  Plan,  and (b)  shall
be  approved  by the Committee.  In
addition,  the  repricing of any
Option  granted  under this Plan shall
require Board approval.

    


         7.04
Taxes.  The  Company  shall
be  entitled,  if the  Committee  deems
it necessary
or desirable,  to withhold (or secure payment from
the  Participant in lieu of
withholding)  the amount of any withholding or other tax required by
law to be
withheld or paid by the Company with respect to any Common
Stock  issuable under
such  Participant's  Option,  and the Company may
defer issuance of Common

    Stock  upon  the  grant
or  exercise  of
an  Option  unless  indemnified  to its
satisfaction  against  any  liability  for
any  such  tax.  The  amount  of
such withholding  or
tax payment shall be determined by the Committee or its delegate and  shall  be  payable  by
the  Participant  at  such  time  as  the  Committee
determines.  A  Participant  shall
be  permitted  to  satisfy  his or her
tax or withholding
obligation by (a) having cash withheld from the Participant's salary
or other
compensation payable by the Company or a Subsidiary, (b) the payment of
cash by
the  Participant  to the  Company,  (c)
the  payment in shares of Common Stock
already owned by the Participant  valued at Fair Market
Value,  and/or (d) the
withholding from the Option,  at the appropriate time, of a number of
shares of
Common  Stock  sufficient,  based upon the
Fair  Market  Value of such Common Stock, to
satisfy such tax or withholding  requirements.  The
Committee shall be authorized,  in
its  sole  and  absolute  discretion,  to  establish  rules  and

    procedures  relating  to
any such  withholding  methods  it
deems  necessary  or appropriate  (including,  without  limitation,  rules
and procedures relating to elections
by Participants who are subject to the provisions of Section 16 of the
Exchange
Act to have shares of Common Stock withheld from an Award to meet those
withholding
obligations).  This is plan is specifically designed to comply with
the requirements of section 409(a) of the Code.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


         7.05
Adjustments to Reflect Capital Changes; Change in Control.

    


                      (a)
Recapitalization. The number and kind of shares subject to
outstanding  Options,  the purchase price or exercise price
of such Options, the limit set forth in the last sentence of Section 5.01 of the
Plan, and the number and kind of shares  available  for
Options  subsequently  granted under the Plan shall
be  appropriately  adjusted to reflect any
stock  dividend,  stock  split,
combination  or exchange of
shares,  merger,  consolidation  or
other  change in capitalization  with a
similar  substantive  effect upon the Plan or the Options
granted under the Plan. The Committee shall have the power and sole and absolute
discretion  to determine  the nature and amount of
the  adjustment to be made in each case.

               

    
      (b) Sale
of Reorganization. After any reorganization, merger or consolidation in which
the Company is the surviving entity, each Participant shall, at no additional
cost, be entitled upon the exercise of an Option outstanding prior to such event
to receive (subject to any required action by stockholders), in lieu of the
number of shares of Common Stock receivable on exercise pursuant to such Option,
the number and class of shares of stock or other securities to which such
Participant would have been entitled pursuant to the terms of the
reorganization, merger, or consolidation if, at the time of such reorganization,
merger, or consolidation, such Participant had been the holder of record of a
number of shares of Common Stock equal to the number of shares of Common Stock
receivable on exercise pursuant to such Option. Comparable rights shall accrue
to each participant in the event of successive reorganizations, mergers, or
consolidations of the character described above.

    

     

    
      
        (c)
Options to Purchase Stock of Acquired Companies. After any reorganization,
merger, or consolidation in which the Company shall be a surviving entity, the
Committee may grant substituted Options under the provisions of the Plan,
replacing old options granted under a plan of another party to the
reorganization, merger, or consolidation whose stock subject to the old options
may no longer be issued following such reorganization, merger, or consolidation.
The foregoing adjustments and manner of application of the foregoing provisions
shall be determined by the Committee in its sole and absolute discretion. Any
such adjustments may provide for the elimination of any fractional shares of
Common Stock that might otherwise become subject to any
Options.

      

    

                   

                      (d)  Changes  in  Control.   (i)  Upon  the   dissolution   or
liquidation
of the Company, (ii) upon a reorganization, merger, or consolidation
in which
the Company is not
the  surviving  corporation,  (iii) upon the sale
of substantially  all  of  the  property  or  assets  of  the  Company  to  another
corporation,  or
(iv) if at least 50% or more of the voting stock of the Company is sold
either  through a tender offer or otherwise to a party or
an  affiliated group  of  parties,  then  the  Plan
and
the  Options  issued  thereunder  shall
terminate,  unless  provisions
are made in connection with such  transaction for the
assumption of Options theretofore  granted, or for the substitution
for such Options
of new options of the  successor  corporation  or
a parent or subsidiary thereof,  with  appropriate  adjustment
as to the number and kinds of shares and the per
share  exercise  prices.  In the event such
Options shall be terminated, all
outstanding  Options shall be exercisable in full for at least 30 days
prior to
such  termination  date,  whether  or
not  exercisable  during  such  period,
subject,  however,
to the limitation set forth in Section 6.02(b).  For purposes
of this
Section 7.05(d),  the Company refers to Gen2Media
Corporation.  The Committee

    shall  determine  the
date on which Options may become  exercisable  pursuant to
this
Section 7.05(d).

    


         7.06
Surrender of Options.  Any Option  granted to a
Participant  under the Plan may
be  surrendered  to the Company
for  cancellation  on such terms as the Committee and holder
approve.

    


         7.07
No Right to Option; No Right to Employment.  No
director,  employee or other
person shall have any claim or right to be granted an Option.  Neither
the Plan nor
any action  taken  hereunder  shall be construed
as giving any employee any  right  to
be  retained  in  the  employ  of  the  Company  or  any  of  its
Subsidiaries


    


         7.08
Options Not Includable for
Benefit  Purposes.  Income  recognized by a
Participant  pursuant
to the provisions of the Plan shall not be included in the determination  of
benefits under any employee pension benefit plan (as such term is
defined in Section 3(2) of ERISA) or group  insurance or
other  benefit plans applicable
to the  Participant  that are maintained by the Company or
any of its

    Subsidiaries,  except  as
may
be  provided  under  the  terms  of
such  plans or determined
by resolution of the Board. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


         7.09
Governing Law. The Plan and all determinations  made and actions taken
pursuant  to
the Plan  shall be  governed  by the laws of the
State of  Nevada other
than the conflict of laws  provisions of such laws, and shall be
construed in
accordance therewith.

    


         7.10
No  Strict  Construction.  No rule
of  strict  construction  shall  be
implied  against  the  Company,  the  Committee,  or  any  other  person  in
the interpretation  of
any of the terms of the Plan,  any
Option  granted  under the Plan or
any rule or procedure established by the Committee.

    


         7.11
Compliance with Rule 16b-3 and Section 162(m). It is intended that the
Plan be
applied and  administered in compliance with Rule 16b-3 and with
Section 162(m).  If
any provision of the Plan would be in violation of Section 162(m) if
applied
as written, such provision shall not have effect as written and shall be
given
effect so as to comply with Section  162(m) as determined by the
Committee in its
sole and absolute  discretion.  The Board is authorized to
amend the Plan and
the  Committee  is  authorized  to make
any  such  modifications  to  Option
Agreements
to comply with Rule 16b-3 and Section 162(m),  as they may be amended
from time
to time, and to make any other such amendments or modifications deemed
necessary
or appropriate to better  accomplish the purposes of the Plan in light
of any
amendments  made to Rule 16b-3 and
Section  162(m).  Notwithstanding  the
foregoing,  the  Board  may  amend  the  Plan  so  that  it
(or  certain  of its provisions)
no longer comply with either or both of Rule 16b-3 or Section 162(m)
if the
Board  specifically  determines that such compliance is no
longer desired and
the  Committee  may grant  Options that do not
comply with Rule 16b-3 and/or Section
162(m) if the Committee determines, in its sole and absolute discretion,
that it
is in the interest of the Company to do so.

    


         7.12
Captions.  The captions (i.e., all Article and
Section  headings) used in the
Plan are for convenience  only, do not constitute a part of the Plan,
and shall not
be deemed to limit, characterize,  or affect in any way any provisions
of the
Plan, and all provisions of the Plan shall be construed as if no captions
have been
used in the Plan.

    


         7.13
Severability.  Whenever possible, each provision in the Plan and every
Option at
any time granted under the Plan shall be interpreted in such manner as
to be
effective and valid under applicable law, but if any provision of the Plan
or any
Option at any time granted  under the Plan shall be held to be
prohibited by or
invalid  under  applicable  law, then (a)
such  provision  shall be deemed amended
to accomplish the  objectives of the provision as
originally  written to the
fullest  extent  permitted by law, and (b) all
other  provisions of the Plan and every
other Option at any time  granted  under the Plan shall
remain in full

    force and
effect.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      7.14  Legends.
All certificates for Common Stock delivered under the Plan shall be subject to
such transfer restrictions set forth in the Plan and such other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the SEC, any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities law. The Committee may
cause a legend or legends to be put on any such certificates to make appropriate
references to such restrictions.

       

    

    
      7.15
Investment Representation. The Committee may, in its sole and absolute
discretion, demand that any Participant awarded an Option deliver to the
Committee at the time of grant and exercise of such Option a written
representation that the shares of Common Stock to be acquired upon exercise are
to be acquired for the investment and not for resale or with a view to the
distribution thereof. Upon such demand, delivery of such written representation
by the Participant prior to the delivery of any shares of Common Stock pursuant
to the exercise of his or her Option shall be a condition precedent to the
Participant’s right to purchase or otherwise acquire such shares of Common Stock
by such grant or exercise. The Company is not legally obliged hereunder if
fulfillment of its obligation under the Plan would violate federal of state
securities laws.

    

    


         7.16
Amendment and Termination.

    


                      (a)  Amendment.  The  Board  shall  have  complete  power  and
authority
to amend the Plan at any time it is deemed  necessary
or  appropriate; provided,
however, that the Board shall not, without the affirmative approval of
a simple
majority of the holders of Common Stock,  represented,  by
person or by proxy,  and  entitled
to vote at an annual or special  meeting of the holders of
Common  Stock,  make
any  amendment  that
requires  stockholder  approval  under
applicable
law or rule,  unless the Board  determines  that
compliance with such law or
rule is
no  longer  desired  with  respect  to
the Plan as a whole or the provision
to be amended.  No termination  or amendment of the Plan
may,  without the
consent of the  Participant to whom any Option
shall  theretofore  have been granted
under the Plan, adversely affect the right of such individual under such
Option;  provided,  however,  that
the  Committee  may, in its sole and absolute discretion,  make
provision in an Option  Agreement for such amendments that,
in

    its sole
and absolute discretion, it deems appropriate.

    


                      (b)
Termination.  The Board shall have the right and the power
to
terminate  the Plan at any time.  No Option  shall
be granted  under the Plan after
the  termination  of the Plan,  but
the  termination of the Plan shall not have any
other effect, and any Option outstanding at the time of the termination
of the
Plan may be amended and exercised and may vest
after  termination  of the Plan at
any time prior to the expiration  date of such Option to the same
extent such
Option  could have been  amended and would have
been  exercisable  or would have
vested had the Plan not terminated.

    


         7.17
Costs and Expenses.  All costs and expenses  incurred in
administeringthe Plan
shall be borne by the Company.

    


         7.18  Unfunded  Plan.  The
Company  shall not be required to establish  any
special
or separate fund or make any other  segregation  of assets
to assure the payment
of any award under the Plan.