globalearth_s8-ex1001.htm


    
      

    

    EXHIBIT
10.1

     

    2009
STOCK COMPENSATION AND INCENTIVE PLAN


    


    1.   Purpose of Plan

    


    1.1    This 2009
Stock Compensation and Incentive Plan (the “Plan”) of GLOBAL EARTH ENERGY, INC.,
a Nevada corporation, (the “Company”) for employees, directors and other persons
associated with the Company, is intended to advance the best interests of the
Company by providing those persons who have a substantial responsibility for its
management and growth with additional incentive and by increasing their
proprietary interest in the success of the Company, thereby encouraging them to
maintain their relationships with the Company.  Further, the
availability and offering of stock options and common stock under the Plan
supports and increases the Company's ability to attract and retain individuals
of exceptional talent upon whom, in large measure, the sustained progress,
growth and profitability of the Company depends.

    


    2.   Definitions

    


    2.1           For
Plan purposes, except where the context might clearly indicate otherwise, the
following terms shall have the meanings set forth below:

     

    “Board”
shall mean the Board of Directors of the Company.

     

    “Committee”
shall mean the Compensation Committee, or such other committee appointed by the
Board, which shall be designated by the Board to administer the Plan, or the
Board if no committees have been established.  The Committee shall be
composed of three or
more persons as from time to time are appointed to serve by the
Board.  Each member of the Committee, while serving as such, shall be
a disinterested person with the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934.

     

    “Common
Shares” shall mean the Company's Common Shares, $.001 par value per share, or,
in the event that the outstanding Common Shares are hereafter changed into or
exchanged for different shares of securities of the Company, such other shares
or securities.

     

    “Company”
shall mean GLOBAL EARTH ENERGY, INC., a Nevada corporation, and any parent or
subsidiary corporation of the Company as such terms are defined in Sections
425(e) and 425(f), respectively, of the Code.

     

    “Fair
Market Value” shall mean, with respect to the date a given stock option is
granted or exercised, the average of the highest and lowest reported sales
prices of the Common Shares, as reported by such responsible reporting service
as the Committee may select, or if there were not transactions in the Common
Shares on such day, then the last preceding day on which transactions took
place.  The above withstanding, the Committee may determine the Fair
Market Value in such other manner as it may deem more equitable for Plan
purposes or as is required by applicable laws or regulations.

     

    “Optionee”
shall mean an employee of the company who has been granted one or more Stock
Options under the Plan.

     

    “Common
Stock” shall mean shares of common stock which are issued by the Company
pursuant to Section 5, below.

     

    “Common
Stockholder” means
the employee of, consultant to, or director of the Company or other person to
whom shares of Common Stock are issued pursuant to this Plan.

     

    “Common
Stock Agreement” means an agreement executed by a Common Stockholder and the
Company as contemplated by Section 5, below, which imposes on the shares of
Common Stock held by the Common Stockholder such restrictions as the Board or
Committee deem appropriate.

     

    “Stock
Option” or “Non-Qualified Stock Option” or “NQSO” shall mean a stock option
granted pursuant to the terms of the Plan.

     

    “Stock
Option Agreement” shall mean the agreement between the Company and the Optionee
under which the Optionee may purchase Common Shares hereunder.

    


    3.   Administration of the
Plan

    


    3.1    The Committee
or the Board shall administer the Plan and accordingly, it shall have full power
to grant Stock Options and Common Stock, construe and interpret the Plan,
establish rules and regulations and perform all other acts, including the
delegation of administrative responsibilities, it believes reasonable and
proper.

     

    3.2    The
determination of those eligible to receive Stock Options and Common Stock, and
the amount, type and timing of each grant and the terms and conditions of the
respective stock option agreements and Common stock agreements shall rest in the
sole discretion of the Committee, subject to the provisions of the
Plan.

     

    3.3    The Committee
may cancel any Stock Options awarded under the Plan if an Optionee conducts
himself in a manner which the Committee determines to be inimical to the best
interest of the Company, as set forth more fully in paragraph 8 of Article 11 of
the Plan.

     

    3.4    The Board, or
the Committee, may correct any defect, supply any omission or reconcile any
inconsistency in the Plan, or in any granted Stock Option, in the manner and to
the extent it shall deem necessary to carry it into effect.

     

    
      
        
        

      

      
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    3.5    Any decision
made, or action taken, by the Committee or the Board arising out of or in
connection with the interpretation and administration of the Plan shall be final
and conclusive.

     

    3.6    Meetings of
the Committee shall be held at such times and places as shall be determined by
the Committee.  A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting.  In addition, the Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.

     

    3.7    No member of
the Committee shall be liable for any act or omission of any other member of the
Committee or for any act or omission on his own part, including, but not limited
to, the exercise of any power or discretion given to him under the Plan, except
those resulting from his own gross negligence or willful
misconduct.

     

    3.8    The Company,
through its management, shall supply full and timely information to the
Committee on all matters relating to the eligibility of Optionees, their duties
and performance, and current information on any Optionee's death, retirement,
disability or other termination of association with the Company, and such other
pertinent information as the Committee may require.  The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties hereunder.

    


    4.   Shares Subject to the
Plan

    


    4.1    The total
number of shares of the Company available for grants of Stock Options and Common
Stock under the Plan shall be 4,200,000 Common Shares, subject to adjustment in
accordance with Article 7 of the Plan, which shares may be either authorized but
unissued or reacquired Common Shares of the Company.

     

    4.2    If a Stock
Option or portion thereof shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares covered by such NQSO shall
be available for future grants of Stock Options.

     

    5.   Award of Common
Stock

    


    5.1    The Board or
Committee from time to time, in its absolute discretion, may (a) award Common
Stock to employees of, consultants to, and directors of the Company, and such
other persons as the Board or Committee may select, and (b) permit Holders of
Options to exercise such Options prior to full vesting therein and hold the
Common Shares issued upon exercise of the Option as Common Stock.  In
either such event, the owner of such Common Stock shall hold such stock subject
to such vesting schedule as the Board or Committee may impose or such vesting
schedule to which the Option was subject, as determined in the discretion of the
Board or Committee.

     

    5.2    Common Stock
shall be issued only pursuant to a Common Stock Agreement, which shall be
executed by the Common Stockholder and the Company and which shall contain such
terms and conditions as the Board or Committee shall determine consistent with
this Plan, including such restrictions on transfer as are imposed by the Common
Stock Agreement.

     

    5.3    Upon delivery
of the shares of Common Stock to the Common Stockholder, below, the Common
Stockholder shall have, unless otherwise provided by the Board or Committee, all
the rights of a stockholder with respect to said shares, subject to the
restrictions in the Common Stock Agreement, including the right to receive all
dividends and other distributions paid or made with respect to the Common
Stock.

     

    5.4    Notwithstanding
anything in this Plan or any Common Stock Agreement to the contrary, no Common
Stockholders may sell or otherwise transfer, whether or not for value, any of
the Common Stock prior to the date on which the Common Stockholder is vested
therein.

     

    5.5    All shares of
Common Stock issued under this Plan (including any shares of Common Stock and
other securities issued with respect to the shares of Common Stock as a result
of stock dividends, stock splits or similar changes in the capital structure of
the Company) shall be subject to such restrictions as the Board or Committee
shall provide, which restrictions may include, without limitation, restrictions
concerning voting rights, transferability of the Common Stock and restrictions
based on duration of employment with the Company, Company performance and
individual performance; provided that the Board or Committee may, on such terms
and conditions as it may determine to be appropriate, remove any or all of such
restric­tions.  Common Stock may not be sold or encumbered until
all applicable restrictions have terminated or expire.  The
restrictions, if any, imposed by the Board or Committee or the Board under this
Section 5 need not be identical for all Common Stock and the imposition of any
restrictions with respect to any Common Stock shall not require the imposition
of the same or any other restrictions with respect to any other Common
Stock.

     

    5.6    Each Common
Stock Agreement shall provide that the Company shall have the right to
repurchase from the Common Stockholder the unvested Common Stock upon a
termination of employment, termination of directorship or termination of a
consultancy arrangement, as applicable, at a cash price per share equal to the
purchase price paid by the Common Stockholder for such Common
Stock.

     

    5.7    In the
discretion of the Board or Committee, the Common Stock Agreement may provide
that the Company shall have the a right of first refusal with respect to the
Common Stock and a right to repurchase the vested Common Stock upon a
termination of the Common Stockholder's employment with the Company, the
termination of the Common Stockholder's consulting arrangement with the Company,
the termination of the Common Stockholder's service on the Company's Board, or
such other events as the Board or Committee may deem appropriate.

     

    5.8    The Board or
Committee shall cause a legend or legends to be placed on certificates
representing shares of Common Stock that are subject to restrictions under
Common Stock Agreements, which legend or legends shall make appropriate
reference to the applicable restrictions.

     

    
      
        
        

      

      
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6.   Stock Option Terms and
Conditions

    


    6.1    Consistent
with the Plan's purpose, Stock Options may be granted to non-employee directors
of the Company or other persons who are performing or who have been engaged to
perform services of special importance to the management, operation or
development of the Company.

     

    6.2    All Stock
Options granted under the Plan shall be evidenced by agreements which shall be
subject to applicable provisions of the Plan, and such other provisions as the
Committee may adopt, including the provisions set forth in paragraphs 2 through
11 of this Section 6.

     

    6.3    All Stock
Options granted hereunder must be granted within ten years from the earlier of
the date of this Plan is adopted or approved by the Company's
shareholders.

     

    6.4    No Stock
Option granted to any employee or 10% Shareholder shall be exercisable after the
expiration of ten years from the date such NQSO is granted.  The
Committee, in its discretion, may provide that an Option shall be exercisable
during such ten year period or during any lesser period of time.

     

    The
Committee may establish installment exercise terms for a Stock Option such that
the NQSO becomes fully exercisable in a series of cumulating
portions.  If an Optionee shall not, in any given installment period,
purchase all the Common Shares which such Optionee is entitled to purchase
within such installment period, such Optionee's right to purchase any Common
Shares not purchased in such installment period shall continue until the
expiration or sooner termination of such NQSO.  The Committee may also
accelerate the exercise of any NQSO.  However, no NQSO, or any portion
thereof, may be exercisable until thirty (30) days following date of grant
(“30-Day Holding Period.”).

    


    6.5    A Stock
Option, or portion thereof, shall be exercised by delivery of (i)  a
written notice of exercise of the Company specifying the number of common shares
to be purchased, and (ii)  payment of the full price of such Common
Shares, as fully set forth in paragraph 6 of this Section 6.

     

    No NQSO
or installment thereof shall be exercisable except with respect to whole shares,
and fractional share interests shall be disregarded.  Not less than
100 Common Shares may be purchased at one time unless the number purchased is
the total number at the time available for purchase under the
NQSO.  Until the Common Shares represented by an exercised NQSO are
issued to an Optionee, he shall have none of the rights of a
shareholder.

    


    6.6    The exercise
price of a Stock Option, or portion thereof, may be paid:

     

    A.    In United
States dollars, in cash or by cashier's check, certified check, bank draft or
money order, payable to the order of the Company in an amount equal to the
option price;  or

     

    B.    At the
discretion of the Committee, through the delivery of fully paid and
nonassessable Common Shares, with an aggregate Fair Market Value on the date the
NQSO is exercised equal to the option price, provided such tendered Shares have
been owned by the Optionee for at least one year prior to such
exercise;  or

     

    C.    By a
combination of both A and B above.

     

    The
Committee shall determine acceptable methods for tendering Common Shares as
payment upon exercise of a Stock Option and may impose such limitations and
prohibitions on the use of Common Shares to exercise an NQSO as it deems
appropriate.

    


    6.7    With the
Optionee's consent, the Committee may cancel any Stock Option issued under this
Plan and issue a new NQSO to such Optionee.

     

    6.8    Except by
will or the laws of descent and distribution, no right or interest in any Stock
Option granted under the Plan shall be assignable or transferable, and no right
or interest of any Optionee shall be liable for, or subject to, any lien,
obligation or liability of the Optionee.  Stock Options shall be
exercisable during the Optionee's lifetime only by the Optionee or the duly
appointed legal representative of an incompetent Optionee.

     

    6.9    If the
Optionee shall die while associated with the Company or within three months
after termination of such association, the personal representative or
administrator of the Optionee's estate or the person(s) to whom an NQSO granted
hereunder shall have been validly transferred by such personal representative or
administrator pursuant to the Optionee's will or the laws of descent and
distribution, shall have the right to exercise the NQSO for one year after the
date of the Optionee's death, to the extent (i)  such NQSO was
exercisable on the date of such termination of employment by death, and (ii)
such NQSO was not exercised, and (iii)  the exercise period may not be
extended beyond the expiration of the term of the Option.

     

    No
transfer of a Stock Option by the will of an Optionee or by the laws of descent
and distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and an authenticated copy of the
will and/or such other evidence as the Committee may deem necessary to establish
the validity of the transfer and the acceptance by the transferee or transferee
of the terms and conditions by such Stock Option.

     

    In the
event of death following termination of the Optionee's association with the
Company while any portion of an NQSO remains exercisable, the Committee, in its
discretion, may provide for an extension of the exercise period of up to one
year after the Optionee's death but not beyond the expiration of the term of the
Stock Option.

    


    6.10   Any Optionee who
disposes of Common Shares acquired on the exercise of a NQSO by sale or exchange
either (i) within two years after the date of the grant of the NQSO under which
the stock was acquired, or (ii) within one year after the acquisition of such
Shares, shall notify the Company of such disposition and of the amount realized
upon such disposition.  The transfer of Common Shares may also be
Common by applicable provisions of the Securities Act of 1933, as
amended.

     

    
      
        
        

      

      
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7.   Adjustments or Changes in
Capitalization

    


    7.1    In the event
that the outstanding Common Shares of the Company are hereafter changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock split-up or
stock dividend:

     

    A.    Prompt,
proportionate, equitable, lawful and adequate adjustment shall be made of the
aggregate number and kind of shares subject to Stock Options which may be
granted under the Plan, such that the Optionee shall have the right to purchase
such Common Shares as may be issued in exchange for the Common Shares
purchasable on exercise of the NQSO had such merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend not taken place;

     

    B.    Rights under
unexercised Stock Options or portions thereof granted prior to any such change,
both as to the number or kind of shares and the exercise price per share, shall
be adjusted appropriately, provided that such adjustments shall be made without
change in the total exercise price applicable to the unexercised portion of such
NQSO's but by an adjustment in the price for each share covered by such
NQSO's;  or

     

    C.    Upon any
dissolution or liquidation of the Company or any merger or combination in which
the Company is not a surviving corporation, each outstanding Stock Option
granted hereunder shall terminate, but the Optionee shall have the right,
immediately prior to such dissolution, liquidation, merger or combination, to
exercise his NQSO in whole or in part, to the extent that it shall not have been
exercised, without regard to any installment exercise provisions in such
NQSO.

    


    7.2    The foregoing
adjustments and the manner of application of the foregoing provisions shall be
determined solely by the Committee, whose determination as to what adjustments
shall be made and the extent thereof, shall be final, binding and
conclusive.  No fractional Shares shall be issued under the Plan on
account of any such adjustments.

    


    8.   Merger, Consolidation or Tender
Offer

     

    8.1    If the
Company shall be a party to a binding agreement to any merger, consolidation or
reorganization or sale of substantially all the assets of the Company, each
outstanding Stock Option shall pertain and apply to the securities and/or
property which a shareholder of the number of Common Shares of the Company
subject to the NQSO would be entitled to receive pursuant to such merger,
consolidation or reorganization or sale of assets.

     

    8.2    In the event
that:

     

    A.    Any person
other than the Company shall acquire more than 20% of the Common Shares of the
Company through a tender offer, exchange offer or otherwise;

     

    B.    A change in
the “control” of the Company occurs, as such term is defined in Rule 405 under
the Securities Act of 1933;

     

    C.    There shall
be a sale of all or substantially all of the assets of the Company;

    


    any then
outstanding Stock Option held by an Optionee, who is deemed by the Committee to
be a statutory officer (“Insider”) for purposes of Section 16 of the Securities
Exchange Act of 1934 shall be entitled to receive, subject to any action by the
Committee revoking such an entitlement as provided for below, in lieu of
exercise of such Stock Option, to the extent that it is then exercisable, a cash
payment in an amount equal to the difference between the aggregate exercise
price of such NQSO, or portion thereof, and, (i)  in the event of an
offer or similar event, the final offer price per share paid for Common Shares,
or such lower price as the Committee may determine to conform an option to
preserve its Stock Option status, times the number of Common Shares covered by
the NQSO or portion thereof, or (ii)  in the case of an event covered
by B or C above, the aggregate Fair Market Value of the Common Shares covered by
the Stock Option, as determined by the Committee at such time.

    


    8.3    Any payment
which the Company is required to make pursuant to paragraph 8.2 of this Section
8 shall be made within 15 business days, following the event which results in
the Optionee's right to such payment.  In the event of a tender offer
in which fewer than all the shares which are validly tendered in compliance with
such offer are purchased or exchanged, then only that portion of the shares
covered by an NQSO as results from multiplying such shares by a fraction, the
numerator of which is the number of Common Shares acquired pursuant to the offer
and the denominator of which is the number of Common Shares tendered in
compliance with such offer shall be used to determine the payment
thereupon.  To the extent that all or any portion of a Stock Option
shall be affected by this provision, all or such portion of the NQSO shall be
terminated.

     

    8.4    Notwithstanding
paragraphs 8.1 and 8.3 of this Section 8, the Committee may, by unanimous vote
and resolution, unilaterally revoke the benefits of the above provisions;
provided, however, that such vote is taken no later than ten business days
following public announcement of the intent of an offer or the change of
control, whichever occurs earlier.

    


    9.   Amendment and Termination of
Plan

     

    9.1    The Board may
at any time, and from time to time, suspend or terminate the Plan in whole or in
part or amend it from time to time in such respects as the Board may deem
appropriate and in the best interest of the Company.

     

    9.2    No amendment,
suspension or termination of this Plan shall, without the Optionee's consent,
alter or impair any of the rights or obligations under any Stock Option
theretofore granted to him under the Plan.

     

    
      
        
        

      

      
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    9.3    The Board may
amend the Plan, subject to the limitations cited above, in such manner as it
deems necessary to permit the granting of Stock Options  meeting the
requirements of future amendments or issued regulations, if any, to
the  Code.

     

    9.4    No NQSO may
be granted during any suspension of the Plan or after termination of the
Plan.

    


    10.   Government and Other
Regulations

     

    10.1    The
obligation of the Company to issue, transfer and deliver Common Shares for Stock
Options exercised under the Plan shall be subject to all applicable laws,
regulations, rules, orders and approval which shall then be in effect and
required by the relevant stock exchanges on which the Common Shares are traded
and by government entities as set forth below or as the Committee in its sole
discretion shall deem necessary or advisable.  Specifically, in
connection with the Securities Act of 1933, as amended, upon exercise of any
Stock Option, the Company shall not be required to issue Common Shares unless
the Committee has received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required.  Any determination in this connection by
the Committee shall be final, binding and conclusive.  The Company
may, but shall in no event be obligated to, take any other affirmative action in
order to cause the exercise of a Stock Option or the issuance of Common Shares
pursuant thereto to comply with any law or regulation of any government
authority.

    


    11.   Miscellaneous
Provisions

     

    11.1    No person
shall have any claim or right to be granted a Stock Option or Common Stock under
the Plan, and the grant of an NQSO or Common Stock under the Plan shall not be
construed as giving an Optionee or Common Stockholder the right to be retained
by the Company.  Furthermore, the Company expressly reserves the right
at any time to terminate its relationship with an Optionee with or without
cause, free from any liability, or any claim under the Plan, except as provided
herein, in an option agreement, or in any agreement between the Company and the
Optionee.

     

    11.2    Any expenses
of administering this Plan shall be borne by the Company.

     

    11.3    The payment
received from Optionee from the exercise of Stock Options under the Plan shall
be used for the general corporate purposes of the Company.

     

    11.4    The place of
administration of the Plan shall be in the State of Delaware, and the validity,
construction, interpretation, administration and effect of the Plan and of its
rules and regulations, and rights relating to the Plan, shall be determined
solely in accordance with the laws of the State of Delaware.

     

    11.5    Without
amending the Plan, grants may be made to persons who are foreign nationals or
employed outside the United States, or both, on such terms and conditions,
consistent with the Plan's purpose, different from those specified in the Plan
as may, in the judgment of the Committee, be necessary or desirable to create
equitable opportunities given differences in tax laws in other
countries.

     

    11.6    In addition
to such other rights of indemnification as they may have as members of the Board
or the Committee, the members of the Committee shall be indemnified by the
Company against all costs and expenses reasonably incurred by them in connection
with any action, suit or proceeding to which they or any of them may be party by
reason of any action taken or failure to act under or in connection with the
Plan or any Stock Option granted thereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except a judgment based upon a
finding of bad faith;  provided that upon the institution of any such
action, suit or proceeding a Committee member shall, in writing, give the
Company notice thereof and an opportunity, at its own expense, to handle and
defend the same, with counsel acceptable to the Optionee,  before such
Committee member undertakes to handle and defend it on his own
behalf.

     

    11.7    Stock Options
may be granted under this Plan from time to time, in substitution for stock
options held by employees of other corporations who are about to become
employees of the Company as the result of a merger or consolidation of the
employing corporation with the Company or the acquisition by the Company of the
assets of the employing corporation or the acquisition by the Company of stock
of the employing corporation as a result of which it becomes a subsidiary of the
Company.  The terms and conditions of such substitute stock options so
granted may vary from the terms and conditions set forth in this Plan to such
extent as the Board of Directors of the Company at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the stock
options in substitution for which they are granted, but no such variations shall
be such as to affect the status of any such substitute stock options as a stock
option under Section 422A of the Code.

     

    11.8    Notwithstanding
anything to the contrary in the Plan, if the Committee finds by a majority vote,
after full consideration of the facts presented on behalf of both the Company
and the Optionee, that the Optionee has been engaged in fraud, embezzlement,
theft, insider trading in the Company's stock, commission of a felony or proven
dishonesty in the course of his association with the Company or any subsidiary
corporation which damaged the Company or any subsidiary corporation, or for
disclosing trade secrets of the Company or any subsidiary corporation, the
Optionee shall forfeit all unexercised Stock Options and all exercised NQSO's
under which the Company has not yet delivered the certificates and which have
been earlier granted to the Optionee by the Committee.  The decision
of the Committee as to the cause of an Optionee's discharge and the damage done
to the Company shall be final.  No decision of the Committee, however,
shall affect the finality of the discharge of such Optionee by the Company or
any subsidiary corporation in any manner.

    


    12.   Written Agreement

     

    12.1    Each Stock
Option granted hereunder shall be embodied in a written Stock Option Agreement
which shall be subject to the terms and conditions prescribed above and shall be
signed by the Optionee and by the President or any Vice President of the
Company, for and in the name and on behalf of the Company.  Such Stock
Option Agreement shall contain such other provisions as the Committee, in its
discretion shall deem advisable.

     

    
      
        
        

      

      
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        	Number of Shares:
      ____________________________________	Date of Grant:
      


      

       

    

    FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT

    


    AGREEMENT
made this ____ day of _____________________ 200__, between 
______________________________________________ (the “Optionee”), and
________________________________________________, a Nevada corporation (the
“Company”).

     

    1.   Grant of Option

     

    The
Company, pursuant to the provisions of the 2009 Stock Compensation and Incentive
Plan (the “Plan”), adopted by the Board of Directors on November 6, 2009, the
Company hereby grants to the Optionee, subject to the terms and conditions set
forth or incorporated herein, an option to purchase from the Company all or any
part of an aggregate of  ______________ shares of its $.001 par value
common stock, as such common stock is now constituted, at the purchase price of
$_______ per share.  The provisions of the Plan governing the terms
and conditions of the Option granted hereby are incorporated in full herein by
reference.

    


    2.   Exercise

    


    The
Option evidenced hereby shall be exercisable in whole or in part on or
after _____________ and on or before __________________, provided that the
cumulative number of shares of common stock as to which this Option may be
exercised (except in the event of death, retirement, or permanent and total
disability, as provided in paragraph 6.9 of the Plan) shall not exceed the
following amounts:

     

    
       

      
        	 	
                Cumulative
      Number

                of Shares

              	
                Prior to
      Date

                (Note Inclusive
      of)

              	 
	 	 	 	 


      

       

    

     

     

    The
Option evidenced hereby shall be exercisable by the delivery to and receipt by
the Company of (i)  written notice of election to exercise, in the
form set forth in Attachment B hereto, specifying the number of shares to be
purchased;  (ii)  accompanied by payment of the full
purchase price thereof in cash or certified check payable to the order of the
Company, or by fully paid and nonassessable common stock of the Company properly
endorsed over to the Company, or by a combination thereof,
and  (iii)  by return of this Stock Option Agreement for
endorsement of exercise by the Company on Schedule I hereof.  In the
event fully paid and nonassessable common stock is submitted as whole or partial
payment for shares to be purchased hereunder, such common stock will be valued
at their Fair Market Value (as defined in the Plan) on the date such shares
received by the Company are applied to payment of the exercise
price.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    3.   Transferability

     

    The
Option evidenced hereby is not assignable or transferable by the Optionee other
than by the Optionee's will or by the laws of descent and distribution, as
provided in paragraph 6.9 of the Plan.  The Option shall be
exercisable only by the Optionee during his lifetime.

    


     

    
      	 	 	 
	ATTEST:	 	
              By:

              Name:

              Title:

            
	 	 	 
	 	 	 
	Secretary	 	 


    

     

     

    Optionee
hereby acknowledges receipt of a copy of the Plan, attached hereto and accepts
this Option subject to each and every term and provision of such
Plan.  Optionee hereby agrees to accept as binding, conclusive and
final, all decisions or interpretations of the of the Board of Directors
administering the Plan on any questions arising under such
Plan.  Optionee recognizes that if Optionee's employment with the
Company or any subsidiary thereof shall be terminated without cause, or by the
Optionee, prior to completion or satisfactory performance by Optionee (except as
otherwise provided in paragraph 6 of the Plan) all of the Optionee's rights
hereunder shall thereupon terminate; and that, pursuant to paragraph 6 of the
Plan, this Option may not be exercised while there is outstanding to Optionee
any unexercised Stock Option granted to Optionee before the date of grant of
this Option.

    
    

     

    
      	Dated:
      _____________________	 	 
	 	 	
              Optionee

            
	 	 	 
	 	 	 
	 	 	
              Print
      Name

            
	 	 	 
	 	 	 
	 	 	
              Address

            
	 	 	 
	 	 	 
	 	 	
              Social
      Security No.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
ATTACHMENT
B

     

    NOTICE OF
EXERCISE

    


    


    


    To:           ____________________________________________

    


    


    (1)  The
undersigned hereby elects to purchase ________ shares of Common Shares (the
“Common Shares”), of ______________________________, a Delaware corporation
pursuant to the terms of the attached Non-Qualified Stock Option Agreement, and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.

     

    (2)  Please
issue a certificate or certificates representing said shares of Common Shares in
the name of the undersigned or in such other name as is specified
below:

    
       

      
        	 	 	 
	 	 	
                (Name)

              
	 	 	 
	 	 	 
	 	 	
                (Address)

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Dated:
      _____________________	 	
                Signature

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
      

      
        
           

          
            	Optionee::
      ____________________________________	Date of Grant:
      


          

           

           

          SCHEDULE
I

        

      

    

    
 

    
      	
              DATE

            	
              SHARES
      PURCHASED

            	
              PAYMENT

              RECEIVED

            	
              UNEXERCISED

              SHARES

              REMAINING

            	
              ISSUING

              OFFICER

              INITIALS

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    
      
        
        

      

      
        9