Filed by Automated Filing Services Inc. (604) 609-0244 - Turbodyne Technologies, Inc. - Exhibit 4.1





 2005 STOCK INCENTIVE PLAN

 OF 

 TURBODYNE TECHNOLOGIES, INC. 

January 11, 2005 

 

A Nevada Corporation 








 TURBODYNE TECHNOLOGIES, INC. 

 2005 STOCK INCENTIVE PLAN 


ARTICLE 1. THE PLAN

 1.1        Title  

 This plan is entitled the “2005 Stock Incentive Plan”
  (the "Plan") of TURBODYNE TECHNOLOGIES, INC., a Nevada corporation (the "Corporation”).


 1.2        Purpose


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

 ARTICLE 2. DEFINITIONS

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

 “Award” means any Option or Stock Award.

 “Board” means the Board of Directors of
  the Corporation.

 “Cause,” unless otherwise defined in the
  instrument evidencing the award or in an employment or services agreement between
  the Corporation or a Related Corporation 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 Corporation.

 “Consultant Participant” means a Participant
  who is defined as a Consultant Participant in Article 5.

 “Corporate Transaction,” unless otherwise
  defined in the instrument evidencing the Award or in a written employment or
  services agreement between the Corporation or a Related Corporation and a Participant,
  means consummation of either.

	 (a)      	 a merger or consolidation of the Corporation with
        or into any other corporation, entity or person or 

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



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 “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 months or more and that causes the Participant
  to be unable, in the opinion of the Corporation, to perform his or her duties
  for the Corporation or a Related Corporation 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 Corporation or any Related
  Corporation.

 “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 an established stock exchange or exchanges or the NASDAQ National Market,
  the closing price per share on the last trading day immediately preceding such
  date on the principal exchange on which it is traded or as reported by NASDAQ;
  (b) if the Common Stock is not then listed on an exchange or the NASDAQ National
  Market, but is quoted on the NASDAQ Small Cap Market, the NASDAQ electronic
  bulletin board or the National Quotation Bureau pink sheets, the average of
  the closing bid and asked prices per share for the Common Stock as quoted by
  NASDAQ or the National Quotation Bureau, as the case may be, on the last trading
  day immediately preceding such date; or (c) if there is no such reported market
  for the Common Stock for the date in question, then an amount determined in
  good faith by the Plan Administrator. 

 “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 qualifies 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, as defined in Article 5.

 “Plan Administrator” has the meaning set
  forth in Article 3.1.

 “Related Corporation” means any entity
  that, directly or indirectly, is in control of or is controlled by the Corporation.

 “Related Party Transaction” means (a) a
  merger or consolidation of the Corporation 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 Corporation's assets
  to a wholly-owned subsidiary corporation; (c) a mere reincorporation of the
  Corporation; 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 Corporation's securities immediately before such transaction.

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 “Retirement,” unless otherwise defined
  by the Plan Administrator from time to time for purposes of the Plan, means
  retirement on or after the individual's normal retirement date under the Corporation's
  401(k) plan or other similar successor plan applicable to salaried employees.

 “Securities Act” means the Securities Act
  of 1933, as amended.

 “Stock Award” means an Award of shares
  of Common Stock or units denominated in Common Stock granted under Article 9,
  the rights of ownership of which may be subject to restrictions prescribed by
  the Plan Administrator.

 “Successor Corporation” has the meaning
  set forth in Article 12.3.1.

 “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, the Board shall consider in selecting the
  members of any committee acting as Plan Administrator, with respect to any persons
  subject or likely to become subject to Section 16 of the Exchange Act, the provisions
  regarding (a) "outside directors" as contemplated by Section 162(m) of the Code
  and (b) "nonemployee directors" as contemplated by Rule 16b-3 under the Exchange
  Act. Committee members shall serve for such term as the Board may determine,
  subject to removal by the Board at any time. At any time when no committee has
  been appointed to administer the Plan, then the Board will be 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 Corporation's officers as it so determines.

 ARTICLE 4. STOCK SUBJECT TO THE PLAN  

 4.1        Authorized Number of Shares
   

 Subject to adjustment from time to time as provided in Article
  12.1, the number of shares of Common Stock available for issuance under the
  Plan shall be Twenty Million (20,000,000) shares of common stock.

 Shares issued under the Plan shall be drawn from authorized
  and unissued shares of the Corporation’s common stock.

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 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)
  shall again be available for issuance in connection with future grants of Awards
  under the Plan. In the event shares issued under the Plan are reacquired by
  the Corporation 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 Incentive Stock Options shall equal the share number stated in Article 4.1,
  subject to adjustment from time to time as provided in Article 12.1; and provided,
  further, that for purposes of Article 4.3, any such shares shall be counted
  in accordance with the requirements of Section 162(m) of the Code.

 ARTICLE 5. ELIGIBILITY  

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

 ARTICLE 6. AWARDS  

 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 Corporation 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.

 ARTICLE 7. AWARDS OF OPTIONS 

 7.1        Grant of Options  

 The Plan Administrator shall have the authority, in its sole
  discretion, to grant Options 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: 

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 (a) the exercise price for Options granted to Participants
  other than Consultant Participants shall not be less than the minimum exercise
  price required by Article 8.3 with respect to Incentive Stock Options and shall
  not be less than 70% of Fair Market Value of the Common Stock on the Grant Date
  with respect to Non-Qualified Stock Options; 

 (b) the exercise price for Options granted to Consultant Participants
  shall not be less than 70% of 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 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.

 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 Corporation 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 Corporation by 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 Corporation will issue the shares being
  purchased and must be in a form or a combination of forms acceptable to the
  Plan Administrator for that purchase, which forms may include:

	 (a)      	 cash; 

	 
	 (b)      	 check; 

	 
	 (c)      	 for Participants other than executive officers or
        directors of the Corporation, tendering (either actually or, if the Common
        Stock is registered under Section 12(b) or 12(g) of the Exchange Act,
        by attestation) shares of Common Stock already owned by the Participant
        for at least six months (or any shorter period necessary to avoid a charge
        to the Corporation's earnings for financial reporting purposes) that on
        the day prior to the exercise date have a Fair Market Value equal to the
        aggregate exercise price of the shares being purchased under the Option;
        or 

	 
	 (d)      	 for Participants other than executive officers or
        directors of the Corporation, if the Common Stock is registered under
        Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
        exercise notice, together with irrevocable instructions to a brokerage
        firm designated by the Corporation to deliver promptly to the Corporation
        the aggregate amount of sale or loan proceeds to pay the Option exercise
        price and any withholding tax obligations that may arise in 



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	 	connection with the exercise, all in accordance with the regulations of
      the Federal Reserve Board.


 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 Corporation or a Related
  Corporation, 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 for reasons other than Cause, Retirement, Disability or death,
        the day which is three months after such Employment Termination Date;
      

	 
	 	 (ii)      
	 if the Participant's Employment Termination Date
        occurs by reason of Retirement, Disability or death, the one-year anniversary
        of such Employment Termination Date; and 

	 
	 	 (iii)      
	 the last day of the Option Term (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 (y) the Option Expiration Date and (z) the
        one-year anniversary of 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 Corporation 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 Corporation or a Related Corporation has ended, any Option then
        held by the Participant may be immediately terminated by the Plan Administrator,
        in its sole discretion. 

	 
	 (c)      	 A Participant's transfer of employment
        or service relationship between or among the Corporation and any Related
        Corporation, or a change in status from an employee to a consultant, agent,
        advisor or independent contractor or a change in status from a consultant,
        agent, advisor or independent contractor to an employee, shall not be
        considered a termination of employment or service relationship for purposes
        of this Article 7. Unless the Plan Administrator determines otherwise,
        a termination of employment or service relationship shall be deemed to
        occur if a Participant's employment or service relationship is with an
        entity that has ceased to be a Related Corporation. 



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	 (d)      	 The effect of a Corporation-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 Corporation or a Related Corporation 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. 



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

 8.2        Eligible
  Employees  

 Individuals who are not employees of the Corporation or one
  of its parent corporations or subsidiary corporations may not be granted Incentive
  Stock Options.

 8.3        Exercise
  Price  

 The exercise price of an Incentive Stock Option shall be at
  least 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
  Corporation 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 more than 10% ownership shall be made in
  accordance with Section 422 of the Code.

 8.4        Exercisability
   

 An Option designated as an Incentive Stock Option shall cease
  to qualify for favorable tax treatment as an Incentive Stock Option to the extent
  it is exercised (if permitted by the terms of the Option) (a) more than three
  months after the Employment Termination Date if termination was for reasons
  other than death or disability, (b) more than one year after the Employment
  Termination Date if termination was by reason of disability, or (c) after the
  Participant has been on leave of absence for more than 90 days, unless the Participant's
  reemployment rights are guaranteed by statute or contract.

 8.5        Taxation
  of Incentive Stock Options  

 In order to obtain certain tax benefits afforded to Incentive
  Stock Options under Section 422 of the Code, the Participant must hold the shares
  acquired upon the exercise of an Incentive Stock Option for two years after
  the Grant Date and one year after the date of exercise.

 A Participant may be subject to the alternative minimum tax
  at the time of exercise of an Incentive Stock Option. The Participant shall
  give the Corporation prompt notice of any disposition of shares acquired on
  the exercise of an Incentive Stock Option prior to the expiration of such holding
  periods.

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 8.6        Code Definitions  

 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.

 ARTICLE 9. STOCK AWARDS  

 9.1        Grant of Stock Awards 


 The Plan Administrator is authorized to make Awards of Common
  Stock or Awards denominated in units of Common Stock on such terms and conditions
  and subject to such repurchase or forfeiture restrictions, if any (which may
  be based on achievement of performance goals), as the Plan Administrator shall
  determine, in its sole discretion, which terms, conditions and restrictions
  shall be set forth in the instrument evidencing the Award. The terms, conditions
  and restrictions that the Plan Administrator shall have the power to determine
  shall include, without limitation: 

	 (a)      	 the value of the shares of common stock to be issued
        pursuant to the Stock Award by the Plan Administrator to a Participant,
        provided that value of the shares of Common Stock used in the determination
        of any Stock Award granted shall not be less than 70% of Fair Market Value
        of the Common Stock on the Grant Date; 

	 
	 (b)      	 the price to be paid by the Participant or the amount
        and nature of services to be provided by the Participant to the Corporation
        in consideration of the Stock Award, including the value of any services
        provided; 

	 
	 (c)      	 the manner in which shares subject to Stock Awards
        are held during the periods they are subject to restrictions; and 

	 
	 (d)      	 the circumstances under which repurchase or forfeiture
        of the Stock Award shall occur by reason of termination of the Participant's
        employment or service relationship. 



 9.2        Issuance of Shares  


Stock Awards that may be granted by the Plan Administrator including the following types of Stock Awards, without limitation: 

	 (a)      	 Restricted Stock Awards, whereby the Corporation
        sells shares of Common Stock to a Participant that is subject to restrictions;
      

	 
	 (b)      	 Compensation Stock Awards, whereby the Corporation
        issues shares of Common Stock to a Participant as compensation for services
        provided or to be provided by the Participant pursuant to an employment
        or consultant agreement; 

	 
	 (c)      	 Bonus Stock Awards, whereby the Corporation issues
        shares of Common Stock in consideration for services rendered to the Corporation
        by a Participant. 



 The value of the shares of Common Stock used in the determination
  of any Stock Award granted by the Plan Administrator to a Participant shall
  not be less than 70% of Fair Market Value of the Common Stock on the Grant Date.

 9.3        Issuance
  of Shares  

 Upon the satisfaction of any terms, conditions and restrictions
  prescribed in respect to a Stock Award, or upon the Participant's release from
  any terms, conditions and restrictions of a Stock Award, as determined by the
  Plan Administrator, the Corporation shall release, as soon as practicable, to
  the 

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 Participant or, in the case of the Participant's death, to
  the personal representative of the Participant's estate or as the appropriate
  court directs, the appropriate number of shares of Common Stock.

 9.4        Waiver of
  Restrictions  

 Notwithstanding any other provisions of the Plan, the Plan
  Administrator may, in its sole discretion, waive the repurchase or forfeiture
  period and any other terms, conditions or restrictions on any Stock Award under
  such circumstances and subject to such terms and conditions as the Plan Administrator
  shall deem appropriate; provided, however, that the Plan Administrator may not
  adjust performance goals for any Stock Award intended to be exempt under Section
  162(m) of the Code for the year in which the Stock Award is settled in such
  a manner as would increase the amount of compensation otherwise payable to a
  Participant.

 ARTICLE 10. WITHHOLDING  

 10.1       General  

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

 10.2       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 tax withholding obligations by (a) paying
  cash to the Corporation, (b) having the Corporation withhold from any cash amounts
  otherwise due or to become due from the Corporation to the Participant, (c)
  having the Corporation withhold a portion of any shares of Common Stock that
  would otherwise be issued to the Participant having a value equal to the tax
  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 tax 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 11. ASSIGNABILITY

 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, 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 12. ADJUSTMENTS

 12.1       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 Corporation's corporate or capital structure,
  including, 

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 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 Corporation or of any other corporation or (b) new, different
  or additional securities of the Corporation or of any other corporation being
  received by the holders of shares of Common Stock of the Corporation, then the
  Plan Administrator shall make proportional adjustments in (i) the maximum number
  and kind of securities subject to the Plan and issuable as Incentive Stock Options
  as set forth in Article 4 and the maximum number and kind of securities that
  may be made subject to Stock Awards and to Awards to any individual as set forth
  in Article 4.3, 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 Corporation or a Corporate Transaction shall not be governed by this
  Article 12.1 but shall be governed by Articles 12.2 and 12.3, respectively.

 12.2       Dissolution
  or Liquidation  

 To the extent not previously exercised or settled, and unless
  otherwise determined by the Plan Administrator in its sole discretion, Options
  and Stock Awards denominated in units shall terminate immediately prior to the
  dissolution or liquidation of the Corporation. 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.

 12.3       Corporate
  Transaction  

 Options  

	 (a)      	 In the event of a Corporate Transaction, except
        as otherwise provided in the instrument evidencing an Option (or in a
        written employment or services agreement between a Participant and the
        Corporation or Related Corporation) and except as provided in subsection
        (b) below, each outstanding Option 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 Option,
        then each such outstanding Option shall become fully vested and exercisable
        with respect to 100% of the unvested portion of the Option. In such case,
        the Plan Administrator shall notify the Participant in writing or electronically
        that the unvested portion of the Option specified above shall be fully
        vested and exercisable for a specified time period. At the expiration
        of the time period, the Option shall terminate, provided that the Corporate
        Transaction has occurred. 

	 
	 (c)      	 For the purposes of this Article 12.3, the Option
        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 Option immediately prior
        to the Corporate Transaction, the consideration (whether stock, cash,
        or other securities or property) received in the Corporate Transaction
        by holders of Common Stock for each share held on the effective date of
        the transaction (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 received in the
        Corporate Transaction 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
        Option, 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. The determination of such 



 10




 

	 	 substantial equality of value of consideration shall
        be made by the Plan Administrator and its determination shall be conclusive
        and binding. 

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



 12.4       Further Adjustment
  of Awards  

 Subject to Articles 12.2 and 12.3, the Plan Administrator
  shall have the discretion, exercisable at any time before a sale, merger, consolidation,
  reorganization, liquidation or change of control of the Corporation, 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 or only to individual Participants. 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 such sale, merger, consolidation, reorganization, liquidation or change of
  control that is the reason for such action.

 12.5       Limitations
   

 The grant of Awards shall in no way affect the Corporation'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.

 12.6       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 13. AMENDMENT AND TERMINATION  

 13.1       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 to the extent required for compliance with Section 422
  of the Code 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 Options, 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.

 13.2       Term of Plan
   

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

 13.3       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 

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 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 12 shall not be subject
  to these restrictions.

 ARTICLE 14. GENERAL  

 14.1       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.

 14.2       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 Corporation or any Related Corporation or limit
  in any way the right of the Corporation or any Related Corporation to terminate
  a Participant's employment or other relationship at any time, with or without
  Cause.

 14.3       Issuance
  of Shares  

 Notwithstanding any other provision of the Plan, the Corporation
  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, in
  the opinion of the Corporation's counsel, 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 Corporation 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 Corporation may issue certificates for shares with such legends
  and subject to such restrictions on transfer and stop-transfer instructions
  as counsel for the Corporation deems necessary or desirable for compliance by
  the Corporation 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.

 14.4       No Rights
  as a Stockholder  

 No Option or Stock Award denominated in units 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.

 14.5       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 

 12








 provisions of the Plan, any Option 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.

 14.6       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 Corporation or any
  Related Corporation 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.

 14.7       No Trust
  or Fund  

 The Plan is intended to constitute an "unfunded" plan. Nothing
  contained herein shall require the Corporation 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 Corporation.

 14.8       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.

 14.9       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.

 14.10      Insufficiency
  of Authorized Capital 

 No stock awards shall be issued under the Plan if such stock
  awards would cause the Corporation to issue a greater number of its shares of
  common stock than is authorized under the Corporation’s Articles of Incorporation.
  In the event that the Corporation grants any stock options that, if exercised,
  would cause the Corporation to issue a greater number of its shares of common
  stock than is authorized under the Corporation’s Articles of Incorporation,
  any such options shall be subject to an increase of the Corporation’s
  authorized capital sufficient to permit exercise of such options at the next
  general meeting of the Corporation’s stockholders 

 ARTICLE 15. EFFECTIVE DATE  

 The effective date is the date on which the Plan is adopted
  by the Board. If the stockholders of the Corporation do not approve the Plan
  within twelve 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.

 13