Filed by Avantafile.com - Homeland Resources Ltd. - Exhibit 10.1









HOMELAND RESOURCES
LTD.


2015 STOCK OPTION PLAN


Established April 10,
2015


ARTICLE 1.
THE PLAN


1.1       Title 


This plan is entitled
the "2015 Stock Option Plan" (the "Plan") of Homeland Resources
Ltd., a Nevada corporation (the "Company").


1.2       Purpose


The purpose of the
Plan is to enhance the long-term stockholder value of the Company by offering
opportunities to directors, officers, employees and eligible consultants of the
Company and any Related Company, as defined below, to acquire and maintain
stock ownership in the Company in order to give these persons the opportunity
to participate in the Company's growth and success, and to encourage them to
remain in the service of the Company or a Related Company. 


ARTICLE 2.
DEFINITIONS


2.1         
Definitions


The following terms
will have the following meanings in the Plan: 


"Award" means any Option
granted under this Plan. 


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


"Cause," unless
otherwise defined in the instrument evidencing the award or in an employment or
services agreement between the Company or a Related Company and a Participant,
means a material breach of the employment or services agreement, dishonesty,
fraud, misconduct, unauthorized use or disclosure of confidential information
or trade secrets, or conviction or confession of a crime punishable by law
(except minor violations), in each case as determined by the Plan
Administrator, and its determination shall be conclusive and binding. 


"Code" means the Internal
Revenue Code of 1986, as amended from time to time. 


"Common
Stock"
means the shares of common stock, par value $0.001 per share, of the Company. 


“Consultant” means any consultant,
agent, advisor or independent contractor who provides services to the Company
or a Related Company, but does not include an officer or director of the
Company.


"Consultant
Participant"
has the meaning set forth in Article 5.1. 


"Corporate
Transaction,"
unless otherwise defined in the instrument evidencing the Award or in a written
employment or services agreement between the Company or a Related Company and a
Participant, means consummation of either: 


	(a)

	a merger or consolidation of the Company with or into any other corporation, entity or person or




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	(b)

	a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all the Company's outstanding securities or all or substantially all the Company's assets; provided, however, that a Corporate Transaction shall not include a Related Party Transaction.




"Disability," unless
otherwise defined by the Plan Administrator, means a mental or physical
impairment of the Participant that is expected to result in death or that has
lasted or is expected to last for a continuous period of twelve (12) months
or more and that causes the Participant to be unable, in the opinion of the
Company, to perform his or her duties for the Company or a Related Company and
to be engaged in any substantial gainful activity. 


"Employment
Termination Date" means, with respect to a Participant, the first day upon
which the Participant no longer has an employment or service relationship with
the Company or any Related Company.  


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


"Fair Market
Value"
means the per share value of the Common Stock determined as follows: 


	(a)

	if the Common Stock is listed on a national exchange registered under Section 6 of the Exchange Act, the lesser of (i) the closing price per share on the date immediately preceding the date of the granting of the options; or (ii) the average closing price per share during the ten (10) trading days immediately preceding such date on the principal exchange on which it is traded;





	(b)

	if the Common Stock is not then listed on a national exchange registered under Section 6 of the Exchange Act, but is quoted or trades on the OTC Bulletin Board service or the OTC Link alternate trading system on the OTCQB market tier or higher, the lesser of (i) the closing price per share on the date immediately preceding the date of the granting of the options; or (ii) the average of the closing bid and ask prices per share for the Common Stock as quoted on the OTC Bulletin Board or the OTC Link, as the case may be, during the ten (10) trading days immediately preceding such date; or





	(c)

	in any other case, the fair market value of the Common Stock as determined by the Plan Administrator acting in good faith.




"Grant
Date"
means the date on which the Plan Administrator completes the corporate action
relating to the grant of an Award or such later date specified by the Plan
Administrator, and on which all conditions precedent to the grant have been
satisfied, provided that conditions to the exercisability or vesting of Awards
shall not defer the Grant Date. 


"Incentive Stock
Option"
means an Option granted with the intention, as reflected in the instrument
evidencing the Option, that it qualify as an "incentive stock option"
as that term is defined in Section 422 of the Code. 


"Non-Qualified
Stock Option"
means an Option other than an Incentive Stock Option. 


"Option" means the right to
purchase Common Stock granted under Article 7. 


"Option
Expiration Date"
has the meaning set forth in Article 7.6. 


"Option
Term"
has the meaning set forth in Article 7.3. 


"Participant" means the person to
whom an Award is granted and who meets the eligibility requirements imposed by Article
5, including Consultant Participants. 

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"Plan
Administrator"
has the meaning set forth in Article 3.1. 


"Related
Company"
means any entity that, directly or indirectly, controls or is controlled by,
the Company. 


"Related Party
Transaction"
means: (a) a merger or consolidation of the Company in which the holders
of shares of Common Stock immediately prior to the merger hold at least a
majority of the shares of Common Stock in the Successor Corporation immediately
after the merger; (b) a sale, lease, exchange or other transaction in one
transaction or a series of related transactions of all or substantially all the
Company's assets to a wholly-owned subsidiary corporation; (c) a mere
reincorporation of the Company; or (d) a transaction undertaken for the sole
purpose of creating a holding company that will be owned in substantially the
same proportion by the persons who held the Company's securities immediately
before such transaction. 


"Securities
Act"
means the Securities Act of 1933, as amended. 


"Successor
Corporation"
has the meaning set forth in Article 11.3(a). 


"Vesting
Commencement Date" means the Grant Date or such other date selected by the
Plan Administrator as the date from which the Option begins to vest for
purposes of Article 7.4. 


ARTICLE 3.
ADMINISTRATION


3.1       Plan Administrator 


The Plan shall be
administered by the Board or a committee appointed by, and consisting of two or
more members of, the Board (the "Plan Administrator"). If and so long
as the Common Stock is registered under Section 12(b) or 12(g) of the
Exchange Act, any committee appointed by the Board as Plan Administrator shall
consist solely of two or more “Non-Employee Directors” as that term is defined
in Rule 16b-3 of the Exchange Act.  Committee members shall serve on such
committee for such term, and may be removed, as determined by the Board in its
sole discretion.  At any time when no committee has been appointed to
administer the Plan, then the entire Board shall act as the Plan Administrator.


3.2       Administration and Interpretation
by Plan Administrator 


Except for the terms
and conditions explicitly set forth in the Plan, the Plan Administrator shall
have exclusive authority, in its discretion, to determine all matters relating
to Awards under the Plan, including the selection of individuals to be granted
Awards, the type of Awards, the number of shares of Common Stock subject to an
Award, all terms, conditions, restrictions and limitations, if any, of an Award
and the terms of any instrument that evidences the Award. The Plan
Administrator shall also have exclusive authority to interpret the Plan and the
terms of any instrument evidencing the Award and may from time to time adopt
and change rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the
Plan Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate
administrative duties to such of the Company's officers as it so determines. 

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ARTICLE 4.
STOCK
SUBJECT TO THE PLAN


4.1       Authorized
Number of Shares 


Subject to adjustment
from time to time as provided in this Article 4.1 and in Article 11.1, the
maximum aggregate number of shares of Common Stock available for issuance under
the Plan shall be Five Million (5,000,000) shares.  At any time after May
1, 2015, and from time to time thereafter, the Board may, by resolution,
increase the maximum aggregate number of shares of Common Stock that may be
optioned and sold under the Plan, provided that the maximum aggregate number of
shares of Common Stock that may be optioned and sold under the Plan shall at no
time be greater than 15% of the total number of shares of Common Stock
outstanding, less any options still outstanding under any previous stock option
plans.


4.2       Reuse of
Shares 


Any shares of Common
Stock that have been made subject to an Award that cease to be subject to the
Award (other than by reason of exercise or settlement of the Award to the
extent it is exercised for or settled in shares of Common Stock) shall again be
available for issuance in connection with future grants of Awards under the
Plan. In the event shares of Common Stock issued under the Plan are reacquired
by the Company pursuant to any forfeiture provision or right of repurchase,
such shares shall again be available for the purposes of the Plan; provided,
however, that the maximum number of shares that may be issued upon the exercise
of Awards shall equal the share number provided for in Article 4.1,
subject to adjustment from time to time as provided in Articles 11.1
through 11.6.



ARTICLE 5.
ELIGIBILITY


5.1         
Plan
Eligibility


An Award may be
granted to any officer, director or employee of the Company or a Related
Company that the Plan Administrator selects from time to time. An Award may also
be granted to any consultant, agent, advisor or independent contractor who
provides services to the Company or any Related Company (a “Consultant
Participant”), so long as such Consultant Participant: (a) is a natural
person; (b) renders bona fide services that are not in connection with the
offer and sale of the Company's securities in a capital-raising transaction;
and (c) does not directly or indirectly promote or maintain a market for
the Company's securities.  


ARTICLE
6.
AWARDS
 - GENERAL


6.1       Form
and Grant of Awards 


The Plan
Administrator shall have the authority, in its sole discretion, to determine
the type or types of Awards to be granted under the Plan. Awards may be granted
singly or in combination. 


6.2       Settlement
of Awards 


The Company may
settle Awards through the delivery of shares of Common Stock, the granting of
replacement Awards or any combination thereof as the Plan Administrator shall
determine. Any Award settlement, including payment deferrals, may be subject to
such conditions, restrictions and contingencies as the Plan Administrator shall
determine. The Plan Administrator may permit or require the deferral of any
Award payment, subject to such rules and procedures as it may establish, which
may include provisions for the payment or crediting of interest, or dividend
equivalents, including converting such credits into deferred stock equivalents.


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ARTICLE
7.
AWARDS
OF OPTIONS


7.1       Grant
of Options 


The Plan
Administrator shall have the authority, in its sole discretion, to grant
Options to Participants as Incentive Stock Options or as Non-Qualified Stock
Options, which shall be appropriately designated.


7.2       Option
Exercise Price 


The exercise price
for shares purchased under an Option shall be as determined by the Plan
Administrator, provided that:


	(a)

	the exercise price for Incentive Stock Options shall not be less than the minimum exercise price required by Article 8.3, and







	(b)

	the exercise price for Non-Qualified Stock Options shall not be less than 75% of the Fair Market Value of the Common Stock on the Grant Date.





7.3       Term of
Options 


Subject to earlier
termination in accordance with the terms of the Plan and the instrument
evidencing the Option, the maximum term of an Option (the "Option
Term") shall be as established for that Option by the Plan Administrator
or, if not so established, shall be ten (10) years from the Grant Date. 


7.4       Exercise of
Options 


The Plan
Administrator shall establish and set forth in each instrument that evidences
an Option the time at which, or the installments in which, the Option shall
vest and become exercisable, any of which provisions may be waived or modified
by the Plan Administrator at any time. 


The Plan
Administrator, in its sole discretion, may adjust the vesting schedule of an
Option held by a Participant who works less than "full-time" as that
term is defined by the Plan Administrator or who takes a Company-approved leave
of absence. 


To the extent an
Option has vested and become exercisable, the Option may be exercised in whole
or from time to time in part by delivery to the Company of a written stock
option exercise agreement or notice, in a form and in accordance with
procedures established by the Plan Administrator, setting forth the number of
shares with respect to which the Option is being exercised, the restrictions
imposed on the shares purchased under such exercise agreement, if any, and such
representations and agreements as may be required by the Plan Administrator,
accompanied by payment in full as described in Article 7.5. An Option may
be exercised only for whole shares and may not be exercised for less than a
reasonable number of shares at any one time, as determined by the Plan
Administrator. 


7.5       Payment
of Exercise Price 


The
exercise price for shares purchased under an Option shall be paid in full to
the Company by the delivery of consideration equal to the product of the Option
exercise price and the number of shares purchased. Such consideration must be
paid before the Company will issue the shares being purchased and must be
delivered in the form of a check or bank draft or other method of payment or
some combination thereof as may be acceptable to the Plan Administrator for
that purchase. 


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7.6       Post-Termination
  Exercises 

The Plan
  Administrator shall establish and set forth, in each instrument that evidences
  an Option, whether the Option shall continue to be exercisable, and the terms
  and conditions of such exercise, if the Participant ceases to be employed by,
  or to provide services to, the Company or a Related Company, which provisions
  may be waived or modified by the Plan Administrator at any time.  If not so
  established in the instrument evidencing the Option, the Option shall be
  exercisable according to the following terms and conditions, which may be
  waived or modified by the Plan Administrator at any time: 

	(a)

	Except as otherwise set forth in this Article 7.6, any portion of an Option that is not vested and exercisable on the Employment Termination Date shall expire on such date.





	(b)

	Any portion of an Option that is vested and exercisable on the Employment Termination Date shall expire on the earliest to occur of:





	 	(i)

	if the Participant's Employment Termination Date occurs by reason of retirement, resignation or for any other reasons other than for Cause, Disability or death, the day which is thirty (30) days after such Employment Termination Date;





	 	(ii)

	if the Participant's Employment Termination Date occurs by reason of Disability or death, the day which is six (6) months after such Employment Termination Date; and





	 	(iii)

	the last day of the Option Term (subsections (i) through (iii) being, collectively, the "Option Expiration Date").





	 	Notwithstanding the foregoing, if the Participant dies after his or her Employment Termination Date, but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable on such Employment Termination Date shall expire upon the earlier to occur of: (A) the Option Expiration Date, and (B) the day which is six (6) months after the date of death, unless the Plan Administrator determines otherwise. 



	 	Also notwithstanding the foregoing, in case of termination of the Participant's employment or service relationship for Cause, all Options granted to that Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant's employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after the Participant's relationship with the Company or a Related Company has ended, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion. 



	(c)

	Unless the Plan Administrator determines otherwise, upon a termination of the Participant’s status as an employee, officer, director or Consultant of the Company or any Related Company (the “Original Position”), other than a termination for Cause, death or Disability, the Participant shall  not be deemed to have ceased to be employed by or to have ceased providing services to the Company or any Related Company, provided that the Participant acts as an employee, officer, director or Consultant of the Company or a Related Company eligible to receive an Award under the provisions of Article 5, in another capacity, immediately upon the termination of the Original Position.





	(d)

	The effect of a Company-approved leave of absence on the application of this Article 7 shall be determined by the Plan Administrator, in its sole discretion.





	(e)

	If a Participant's employment or service relationship with the Company or a Related Company terminates by reason of Disability or death, the Option shall become fully vested and exercisable for all the shares subject to the Option. Such Option shall remain exercisable for the time period set forth in this Article 7.6.




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 ARTICLE 8.
INCENTIVE STOCK
OPTION LIMITATIONS



Notwithstanding any
other provisions of the Plan, and to the extent required by Section 422 of
the Code, Incentive Stock Options shall be subject to the following additional
terms and conditions: 


8.1       Dollar
Limitation 


To the extent that the
aggregate Fair Market Value (determined as of the Grant Date) of the Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by the Participant during any calendar year (under the Plan and all
other stock option plans of the Company) exceeds $100,000, such excess shall be
treated as Non-Qualified Stock Options. In the event the Participant holds two
or more such Options that become exercisable by the Participant for the first
time in the same calendar year, such limitation shall be applied on the basis
of the order in which such Options were granted. 


8.2       Eligible
Employees 


Incentive Stock
Options may only be granted to Participants that are individuals employed by
the Company or a parent or subsidiary corporation of the Company and may be
granted only in connection with such individual Participant’s employment with
the Company or a parent or subsidiary corporation of the Company.


8.3       Exercise
Price 


The exercise price of
an Incentive Stock Option shall not be less than 100% of the Fair Market Value
of the Common Stock on the Grant Date, and in the case of an Incentive Stock
Option granted to a Participant who owns more than 10% of the total combined
voting power of all classes of the stock of the Company or of its parent or
subsidiary corporations (a "Ten Percent Stockholder"), shall not be
less than 110% of the Fair Market Value of the Common Stock on the Grant Date.
The determination of whether a Participant is a Ten Percent Stockholder shall
be made in accordance with Section 422 of the Code. 


8.4       Notification
of Sale of Common Stock 


The Participant shall
be required to promptly notify the Company of a sale of Common Stock acquired
by such Participant upon the exercise of Incentive Stock Options if such sale
occurs within either:


	(a)

	two (2) years of the Grant Date of the particular Incentive Stock Options; or





	(b)

	one (1) year of after the date the Incentive Stock Option was exercised.




8.5       Meaning of “Parent
Corporation” and “Subsidiary Corporation” 


For the purposes of this Article 8,
"parent corporation," "subsidiary corporation" and
"disability" shall have the meanings attributed to those terms for
purposes of Section 422 of the Code. 

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ARTICLE
9.
WITHHOLDING


9.1       General



The Company may
require the Participant to pay to the Company the amount of any taxes that the
Company is required by applicable federal, state, local or foreign law to
withhold with respect to the grant, vesting or exercise of any Award. The
Company shall not be required to issue any shares of Common Stock under the
Plan until any such withholding obligations are satisfied. 


9.2       Payment of Withholding
Obligations in Cash or Shares 


The Plan Administrator may permit or require
a Participant to satisfy all or part of his or her withholding obligations
under Article 9.1 by: (a) paying cash to the Company, (b) having the
Company withhold from any cash amounts otherwise due or to become due from the
Company to the Participant, (c) having the Company withhold a portion of
any shares of Common Stock that would otherwise be issued to the Participant
having a value equal to the withholding obligations (up to the employer's
minimum required tax withholding rate), or (d) surrendering any shares of
Common Stock that the Participant previously acquired having a value equal to
the withholding obligations (up to the employer's minimum required tax
withholding rate to the extent the Participant has held the surrendered shares
for less than six months). 


ARTICLE 10.
TRANSFERABILITY


10.1     Transfer Restrictions


Neither an Award nor
any interest therein may be assigned, pledged or transferred by the Participant
or made subject to attachment or similar proceedings other than by will or by
the applicable laws of descent and distribution, and, during the Participant's
lifetime, such Awards may be exercised only by the Participant. Notwithstanding
the foregoing, and to the extent permitted by Section 422 of the Code with
respect to Incentive Stock Options, the Plan Administrator, in its sole
discretion, may permit a Participant to assign or transfer an Award or may
permit a Participant to designate a beneficiary who may exercise the Award or
receive payment under the Award after the Participant's death; provided,
however, that any Award so assigned or transferred shall be subject to all the
terms and conditions of the Plan and those contained in the instrument
evidencing the Award. 


ARTICLE
11.
ADJUSTMENTS


11.1     Adjustment of Shares 


In the event, at any
time or from time to time, a stock dividend, stock split, spin-off, combination
or exchange of shares, recapitalization, merger, consolidation, distribution to
stockholders other than a normal cash dividend, or other change in the
Company's corporate or capital structure, including, without limitation, a
Related Party Transaction, results in: (a) the outstanding shares of
Common Stock, or any securities exchanged therefor or received in their place,
being exchanged for a different number or kind of securities of the Company or
of any other corporation, or (b) new, different or additional securities
of the Company or of any other corporation being received by the holders of
shares of Common Stock of the Company, then the Plan Administrator shall make
proportional adjustments in: (i) the maximum number and kind of securities
subject to the Plan and issuable upon the exercise of Awards as set forth in Article 4,
and (ii) the number and kind of securities that are subject to any
outstanding Award and the per share price of such securities, without any
change in the aggregate price to be paid therefor. The determination by the
Plan Administrator as to the terms of any of the foregoing adjustments shall be
conclusive and binding. Notwithstanding the foregoing, a dissolution or
liquidation of the Company or a Corporate Transaction shall not be governed by
this Article 11.1 but shall be governed by Articles 11.2 and 11.3,
respectively. 

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11.2     Dissolution
or Liquidation 


To the extent not
previously exercised or settled, and unless otherwise determined by the Plan
Administrator in its sole discretion, Awards shall terminate immediately prior
to the dissolution or liquidation of the Company. To the extent a forfeiture
provision or repurchase right applicable to an Award has not been waived by the
Plan Administrator, the Award shall be forfeited immediately prior to the
consummation of the dissolution or liquidation. 


11.3     Corporate Transaction 


	(a)

	In the event of a Corporate Transaction, except as otherwise provided in the instrument evidencing an Award (or in a written employment or services agreement between a Participant and the Company or Related Company) and except as provided in subsection (b) below, each outstanding Award shall be assumed or an equivalent option or right substituted by the surviving corporation, the successor corporation or its parent corporation, as applicable (the "Successor Corporation").





	(b)

	If, in connection with a Corporate Transaction, the Successor Corporation refuses to assume or substitute for an Award, then each such outstanding Award shall become fully vested and exercisable with respect to 100% of the unvested portion of the Award. In such case, the Plan Administrator shall notify the Participant in writing or electronically that the unvested portion of the Award specified above shall be fully vested and exercisable for a specified time period. At the expiration of such specified time period, the Award shall terminate, provided that the Corporate Transaction has occurred.





	(c)

	For the purposes of this Article 11.3, the Award shall be considered assumed or substituted for if following the Corporate Transaction, the option or right confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) that the Participant would have been entitled to receive had the Participant exercised such Award immediately prior to the Corporate Transaction becoming effective (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration that the Participant would have received is not solely common stock of the Successor Corporation, the Plan Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of the Award, for each share of Common Stock subject thereto, to be solely common stock of the Successor Corporation substantially equal in fair market value to the per share consideration received by holders of Common Stock in the Corporate Transaction as determined by the Plan Administrator in its sole discretion.





	(d)

	All Awards shall terminate and cease to remain outstanding immediately following the Corporate Transaction, except to the extent assumed by the Successor Corporation.




11.4     Further
Adjustment of Awards 


Subject to Articles 11.2
and 11.3, the Plan Administrator shall have the discretion, exercisable at any
time, including but not limited to, before a sale, merger, consolidation,
reorganization, liquidation or change of control of the Company, as defined by
the Plan Administrator, to take such further action as it determines to be
necessary or advisable, and fair and equitable to the Participants, with
respect to Awards. Such authorized action may include (but shall not be limited
to) establishing, amending or waiving the type, terms, conditions or duration
of, or restrictions on, Awards so as to provide for earlier, later, extended or
additional time for exercise, lifting restrictions and other modifications, and
the Plan Administrator may take such actions with respect to all Participants,
to certain categories of Participants

9



 or only to individual Participants,
provided however, that the Plan Administrator may not, without the express
consent of the Participant holding the Award; (i) provide for the earlier
expiration of the Award; (ii) increase the exercise price for an Award; or
(iii) decrease the number of shares of Common Stock subject to an Award. The
Plan Administrator may take such action before or after granting Awards to
which the action relates and before or after any public announcement with
respect to any sale, merger, consolidation, reorganization, liquidation, change
of control or similar transaction that is the reason for such action. 


11.5     Limitations



The grant of Awards
shall in no way affect the Company's right to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets. 


11.6     Fractional
Shares 


In the event of any
adjustment in the number of shares covered by any Award, each such Award shall
cover only the number of full shares resulting from such adjustment. 


ARTICLE
12.
AMENDMENT
AND TERMINATION


12.1     Amendment
or Termination of Plan 


The Board may
suspend, amend or terminate the Plan or any portion of the Plan at any time and
in such respects as it shall deem advisable; provided, however, that, solely,
to the extent required for compliance with Section 422 of the Code with
respect to any outstanding Incentive Stock Option or any applicable law or
regulation, stockholder approval shall be required for any amendment that would:
(a) increase the total number of shares available for issuance under the
Plan, (b) modify the class of employees eligible to receive Awards, or
(c) otherwise require stockholder approval under any applicable law or
regulation. Any amendment made to the Plan that would constitute a
"modification" to Incentive Stock Options outstanding on the date of
such amendment shall not, without the consent of the Participant, be applicable
to such outstanding Incentive Stock Options but shall have prospective effect
only. 


12.2     Term of
Plan 


Unless sooner
terminated as provided herein, the Plan shall terminate ten (10) years after
the earlier of the Plan's adoption by the Board and approval by the
stockholders. 


12.3     Consent of Participant 


The suspension,
amendment or termination of the Plan or a portion thereof or the amendment of
an outstanding Award shall not, without the Participant's consent, materially
adversely affect any rights under any Award theretofore granted to the
Participant under the Plan. Any change or adjustment to an outstanding
Incentive Stock Option shall not, without the consent of the Participant, be
made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an
Incentive Stock Option. Notwithstanding the foregoing, any adjustments made
pursuant to Article 11 shall not be subject to these restrictions. 

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ARTICLE 13.
GENERAL


13.1     Evidence
of Awards 


Awards granted under
the Plan shall be evidenced by a written instrument that shall contain such
terms, conditions, limitations and restrictions as the Plan Administrator shall
deem advisable and that are not inconsistent with the Plan. 


13.2     No
Individual Rights 


Nothing in the Plan
or any Award granted under the Plan shall be deemed to constitute an employment
contract or confer or be deemed to confer on any Participant any right to
continue in the employ of, or to continue any other relationship with, the
Company or any Related Company or limit in any way the right of the Company or
any Related Company to terminate a Participant's employment or other
relationship at any time, with or without Cause. 


13.3     Issuance of Shares 


Notwithstanding any
other provision of the Plan or any written instrument evidencing an Award, the
Company shall have no obligation to issue or deliver any shares of Common Stock
under the Plan or make any other distribution of benefits under the Plan unless
the Plan Administrator determines, in its sole and absolute discretion, acting
in good faith, that such issuance, delivery or distribution would comply with
all applicable laws (including, without limitation, the requirements of the
Securities Act), and the applicable requirements of any securities exchange or
similar entity.  The Company may affix to any Awards or Common Stock issued
pursuant to or under the Plan with such restrictive legends as the Plan
Administrator may determine, in its sole and absolute discretion, to be necessary
in order to ensure compliance with any applicable laws.


The Company shall be
under no obligation to any Participant to register for offering or resale or to
qualify for exemption under the Securities Act, or to register or qualify under
state securities laws, any shares of Common Stock, security or interest in a
security paid or issued under, or created by, the Plan, or to continue in
effect any such registrations or qualifications if made. The Company may issue
certificates for shares with such legends and subject to such restrictions on
transfer and stop-transfer instructions as counsel for the Company deems
necessary or desirable for compliance by the Company with federal and state
securities laws. 


To the extent the
Plan or any instrument evidencing an Award provides for issuance of stock
certificates to reflect the issuance of shares of Common Stock, the issuance
may be effected on a noncertificated basis, to the extent not prohibited by
applicable law or the applicable rules of any stock exchange. 


13.4     No
Rights as a Stockholder 


No Award shall
entitle the Participant to any cash dividend, voting or other right of a
stockholder unless and until the date of issuance under the Plan of the shares
that are the subject of such Award. 


13.5     Compliance With Laws and
Regulations 


Notwithstanding
anything in the Plan to the contrary, the Plan Administrator, in its sole
discretion, may bifurcate the Plan so as to restrict, limit or condition the
use of any provision of the Plan to Participants who are officers or directors
subject to Section 16 of the Exchange Act without so restricting, limiting
or conditioning the Plan with respect to other Participants. Additionally, in
interpreting and applying the provisions of the Plan, any Award granted as an
Incentive Stock Option pursuant to the Plan shall, to the extent permitted by
law, be construed as an "incentive stock option" within the meaning
of Section 422 of the Code. 

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13.6     Participants
in Other Countries 


The Plan
Administrator shall have the authority to adopt such modifications, procedures
and subplans as may be necessary or desirable to comply with provisions of the
laws of other countries in which the Company or any Related Company may operate
to assure the viability of the benefits from Awards granted to Participants
employed in such countries and to meet the objectives of the Plan. 


13.7     No
Trust or Fund 


The Plan is intended
to constitute an "unfunded" plan. Nothing contained herein shall
require the Company to segregate any monies or other property, or shares of
Common Stock, or to create any trusts, or to make any special deposits for any
immediate or deferred amounts payable to any Participant, and no Participant
shall have any rights that are greater than those of a general unsecured
creditor of the Company. 


13.8     Severability



If any provision of the Plan or any Award is
determined to be invalid, illegal or unenforceable in any jurisdiction, or as
to any person, or would disqualify the Plan or any Award under any law deemed
applicable by the Plan Administrator, such provision shall be construed or
deemed amended to conform to applicable laws, or, if it cannot be so construed
or deemed amended without, in the Plan Administrator's determination,
materially altering the intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction, person or Award, and the remainder of the
Plan and any such Award shall remain in full force and effect. 


13.9     Choice of Law 


The Plan and all
determinations made and actions taken pursuant hereto, to the extent not
otherwise governed by the laws of the United States, shall be governed by the
laws of the State of Nevada without giving effect to principles of conflicts of
law. 



ARTICLE 14.
EFFECTIVE
DATE


14.1     Effective
Date of Plan


The effective date is
the date on which the Plan is adopted by the Board. If the stockholders of the
Company do not approve the Plan within twelve (12) months after the
Board's adoption of the Plan, any Incentive Stock Options granted under the
Plan will be treated as Non-Qualified Stock Options.