Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.1






 EYI INDUSTRIES, INC.  

 STOCK COMPENSATION PROGRAM 

                 Purpose.
  This Stock Compensation Program (this “Program”) is established by
  EYI Industries, Inc. (the “Company”). The purposes of this Program
  are (a) to ensure the retention of the services of existing executive personnel,
  key employees, and directors of the Company or its affiliates; (b) to attract
  and retain competent new executive personnel, key employees, and directors;
  (c) to provide incentive to all such personnel, employees and directors to devote
  their utmost effort and skill to the advancement and betterment of the Company,
  by permitting them to participate in the ownership of the Company and thereby
  in the success and increased value of the Company; and (d) to allow vendors,
  service providers, consultants, business associates, strategic partners, and
  others, with or that the Board of Directors anticipates will have an important
  business relationship with the Company or its affiliates, the opportunity to
  participate in the ownership of the Company and thereby to have an interest
  in the success and increased value of the Company. 

                 Elements
  of the Program. In order to maintain flexibility in the award of stock
  benefits, the Program constitutes a single “omnibus” plan, but is
  composed of three parts. The first part is the Qualified Incentive Stock Option
  Plan (the “ISO Plan”) (see Exhibit A below) which provides grants
  of qualified incentive stock options (“ISOs”). The second part is
  the Nonqualified Stock Option Plan (“NQSO Plan”) (see Exhibit B below)
  which provides grants of nonqualified stock options (“NQSOs”). The
  third part is the Restricted Shares Plan (“Restricted Shares Plan”)
  (see Exhibit C below) which provides grants of restricted shares of Company
  common stock (“Restricted Shares”). The ISO Plan, the NQSO Plan and
  the Restricted Shares Plan respectively comprise Plan I, Plan II and Plan III
  of the Program. (The grant of ISOs, NQSOs, and Restricted Shares shall herein
  be referred to as “Awards.”) 

                 Applicability
  of General Provisions. Unless any Plan specifically indicates to the
  contrary, all Plans shall be subject to the General Provisions of the Stock
  Compensation Program set forth below, and references to the Program could also
  mean reference to the Plans. 


GENERAL PROVISIONS OF THE STOCK COMPENSATION PROGRAM


                 Article
  1.                
  Administration. The Program shall be administered by a committee (“Committee”)
  consisting of not less than one director of the Company as designated by the
  Board of Directors of the Company (“Board”). The Board may from time
  to time remove members from the Committee, fill all vacancies in the Committee,
  however caused, and may select one of the members of the Committee as its Chairman.
  Any action of the Committee shall be taken by a majority vote or the unanimous
  written consent of the Committee members. The Committee shall hold meetings
  at such times and places as it may determine, shall keep minutes of its meetings,
  and shall adopt, amend, and revoke such rules and procedures as it may deem









 appropriate with respect to the Program. In the event that
  the Board has not appointed a committee than the entire Board of directors will
  act as the committee. 

                 Notwithstanding
  any other provision of the Program (and without limiting the Committee’s
  authority), in connection with any action concerning grants of Awards to or
  transactions by “Insiders,” the Committee may adopt such procedures
  as its deems necessary or desirable to assure the availability of exemptions
  from Section 16 of the Securities Exchange Act of 1934 afforded by Rule 16b-3
  thereunder or any successor rule. Without limiting the foregoing, in connection
  with approval of any transaction by an “Insider” involving a grant,
  award or other acquisition from the Company, or involving the disposition to
  the Company of the Company’s equity securities, the Committee may delegate
  its approval authority to a subcommittee thereof comprised of two or more “Non-Employee
  Directors” (as defined in Rule 16b-3), or take action by the affirmative
  vote of two or more Non-Employee Directors (with all other members of the Committee
  abstaining or recusing themselves from participating in the matter), or refer
  the matter to the full Board of Directors for action. For this purpose, and
  “Insider” shall mean an individual who is, on the relevant date, a
  specifically identified officer, director, or 10% beneficial owner of the Company,
  as defined under Section 16 of the Securities Exchange Act of 1934. 

                 Article
  2.                
  Authority of Committee. Subject to the other provisions of this Program,
  and with a view to effecting its purpose, the Committee shall have the sole
  authority, in its absolute discretion: (a) to construe and interpret the Program;
  (b) to define the terms used herein; (c) to determine, to the extent not provided
  by the Program or the relevant Plan, the terms and conditions of Options and
  Restricted Shares granted pursuant to the terms of the Program; and (d) to make
  all other determinations necessary or advisable for the administration of the
  Program and to do all things necessary or desirable for the administration of
  the Program. All decisions, determinations, and interpretations made by the
  Committee shall be binding and conclusive on all affected individuals having
  an interest in the Program and on their legal representatives, heirs and beneficiaries.


                 Article
  3.                 Maximum
  Number of Shares Subject to the Program. Subject to adjustment from time
  to time as provided in Article 6, the number of shares of common stock available
  for issuance under the Program shall be Twenty Five Million (25,000,000) authorized
  and unissued shares of common stock of the Company, $0.001 par value (the “Common
  Stock”). 

                 The
  shares of Common Stock to be issued upon exercise of an Option or issued as
  Restricted Shares may be authorized but unissued shares or shares reacquired
  by the Company. If any of the Options granted under the Program expire or terminate
  for any reason before they have been exercised in full, the unpurchased shares
  subject to those expired or terminated Options shall cease to reduce the number
  of shares available for purposes of the Program. If the conditions associated
  with the grant of Restricted Shares are not achieved within the period specified
  for satisfaction of the applicable conditions, or if the Restricted Shares grant
  terminates for any reason before the date on which the conditions must be satisfied,
  the shares of Common Stock associated with such Restricted Shares shall cease
  to reduce the number of shares available for purposes of the Program. 






                 The
  proceeds received by the Company from the sale of its Common Stock pursuant
  to the exercise of Options or transfer of Restricted Shares under the Program,
  if in the form of cash, shall be added to the Company’s general funds and
  used for general corporate purposes. 

                 Article
  4.                 Eligibility
  and Participation. Officers, employees, directors (whether employee directors
  or nonemployee directors), and independent contractors or agents of the Company
  or its subsidiaries (“Subsidiaries”) who are responsible for or contribute
  to the management, growth, or profitability of the business of the Company or
  its Subsidiaries shall be eligible to participate in the Program to the extent
  designated by the Committee in its sole and complete discretion (“Participants”).
  However, ISOs may be granted under the ISO Plan only to a person who is an employee
  of the Company or its Subsidiaries. The grant of ISOs and NQSOs to a Participant
  shall be the grant of separate options and each ISO and each NQSO shall be specifically
  designated as such in accordance with applicable provisions of the Treasury
  regulations. A person may be granted multiple Awards under the Program. 

                 For
  purposes of this Program, the term “Subsidiary” shall mean any corporation
  (other than the Company) in an unbroken chain of corporations beginning with
  the Company, if each of the corporations other than the last corporation in
  the unbroken chain owns stock possessing 50% or more of the total combined voting
  power of all classes of stock in one of the other corporations in such chain.
  A corporation that attains the status of a Subsidiary on a date after the adoption
  of the Program shall be considered a Subsidiary commencing as of such date.


                 Article
  5.                
  Effective Date and Term of Program. The Program shall become effective
  upon its adoption by the Board of Directors of the Company. The Program shall
  continue in effect for a term of 10 years unless sooner terminated under Article
  7 of these General Provisions. 

                 Article
  6.                
  Adjustments. If the then outstanding shares of Common Stock are increased,
  decreased, changed or exchanged for a different number or kind or shares or
  securities through merger, consolidation, combination, exchange of shares, other
  reorganization, recapitalization, reclassification, stock dividend, stock split
  or reverse stock split, then an appropriate and proportionate adjustment shall
  be made in the maximum number and kind of shares or securities as to which Options
  and Restricted Shares may be granted under this Program. A corresponding adjustment
  changing the number and kind of shares or securities allocated to unexercised
  Options, Restricted Shares, or portions thereof, which shall have been granted
  prior to any such change, shall likewise be made. Any such adjustment in outstanding
  Options shall be made without change in the aggregate purchase price applicable
  to the unexercised portion of the Option, but with a corresponding adjustment
  in the price for each share or other unit of any security covered by the Option.


                 Article
  7.                
  Termination and Amendment of the Program. The Program shall terminate
  at the end of the term of the Program as described in Article 5. No Options
  or Restricted Shares shall be granted under the Program after the effective
  date of such termination. 






                 Further,
  subject to the limitation contained in Article 8 of these General Provisions,
  the Board of Directors may, at any time and without approval of the Company’s
  stockholders, terminate or suspend the Program or amend or revise its terms,
  including the form and substance of the Option and Restricted Share agreements
  used for the administration of the Program. 

                 Article
  8.                
  Prior Rights and Obligations. No termination, suspension, or amendment
  of the Program shall, without the consent of the Participant who has received
  an Option or Restricted Share, alter or impair any of that person’s rights
  or obligations under the Option or Restricted Shared granted under the Program
  prior to that termination, suspension, or amendment without the written consent
  of the Participant. 

                                 The
  Committee may modify, extend, or renew outstanding Options or Restricted Shares
  and authorize the grant of new Options or Restricted Shares in substitution
  therefore, provided that any action may not, without the written consent of
  a Participant, impair any of such Participant’s rights under any Option
  or Restricted Share. Any outstanding ISO that is modified, extended, renewed,
  or otherwise altered will be treated in accordance with Section 424(h) of the
  Internal Revenue Code of 1986, as amended (the “Code”). 

                 Article
  9.                
  Privileges of Stock Ownership. Notwithstanding the exercise of any Option
  granted pursuant to the terms of this Program or the achievement of any conditions
  specified in any Restricted Share granted pursuant to the terms of this Program,
  no Participant shall have any of the rights or privileges of a stockholder of
  the company with respect to any shares of Common Stock issuable upon the exercise
  of his or her Option or the satisfaction of his or her Restricted Share conditions
  until certificates representing the shares have been issued and delivered. No
  shares shall be required to be issued and delivered upon exercise of any Option
  or satisfaction of any conditions with respect to a Restricted Share unless
  and until all of the requirements of law and of all regulatory agencies having
  jurisdiction over the issuance and delivery of the securities shall have been
  fully complied with. 

                 Article
  10.                
  Reservation of Shares of Common Stock. The Company, during the term of
  this Program, shall at all times reserve and keep available such number of shares
  of its Common Stock as shall be sufficient to satisfy the requirements of the
  Program. In addition, the Company shall from time to time, as is necessary to
  accomplish the purposes of this Program, seek or obtain from any regulatory
  agency having jurisdiction any requisite authority in order to issue and sell
  shares of Common Stock hereunder. The inability of the Company to obtain from
  any regulatory agency the authority deemed by the Company’s counsel to
  be necessary to the lawful issuance and sale of any Common Stock hereunder shall
  relieve the Company of any liability in respect of the failure to issue or sell
  the stock for which the requisite authority was not obtained. 

                 Article
  11.                
  Tax Withholding. The exercise of any Option or delivery of any Restricted
  Share granted under this Program is subject to the condition that if at any
  time the Company shall determine, in its discretion, that the satisfaction of
  withholding tax or other withholding liabilities under any state or federal
  law is necessary or desirable as a condition to, or in connection with, such
  exercise or the delivery or purchase of shares, then in such event, the 








 exercise of the Option or Restricted Share shall not be effective
  unless such withholding shall have been effected or obtained in a manner acceptable
  to the Company. 

                 Article
  12.                
  Compliance with Securities Laws. Shares of Common Stock shall not be
  issued with respected to any Option or Restricted Share under the Program unless
  the issuance and delivery of those shares shall comply will all relevant provisions
  of state and federal law including, without limitation, the Securities Act of
  1933, as amended, the rules and regulations promulgated thereunder, and the
  requirements of any stock exchange upon which the shares may then be listed,
  and shall be further subject to the approval of counsel for the Company with
  respect to such compliance. The Committee may also require an individual to
  furnish evidence satisfactory to the Company, including a written and signed
  representation letter and consent to be bound by any transfer restriction imposed
  by law, legend, condition, or otherwise, that the shares are being purchased
  only for investment and without any present intention to sell or distribute
  the shares in violation of any state or federal law, rule or regulation. Further,
  an individual shall consent to the imposition of a legend on the shares of Common
  Stock relating to his or her Option or Restricted Share restricting their transferability
  as required by law or by this Article 12. 

                 Notwithstanding
  any other provision set forth in the Program, if required by the then current
  Section 16 of the Securities Exchange Act of 1934, any “derivative security”
  or “equity security” offered pursuant to the Program to any Insider
  may not be sold or transferred for at least six months after the date of grant
  of such Award. The terms “equity security” and “derivative security”
  shall have the meaning s ascribed to them in the then current Rule 16(a) under
  the Securities Exchange Act of 1934. 

                 Article
  13.                
  Corporate Transactions. In the event of (a) a dissolution or liquidation
  of the Company, (b) merger or consolidation in which the Company is not the
  surviving corporation (other than a merger or consolidation with a wholly-owned
  subsidiary, a reincorporation of the Company in a different jurisdiction, or
  other transaction in which there is no substantial change in the stockholders
  of the company or their relative stock holdings and the Awards granted under
  this Plan are assumed, converted, or replaced by the successor corporation,
  which assumption is binding on all Participants), (c) merger in which the Company
  is the surviving corporation but after which the stockholders of the Company
  immediately prior to such merger (other than any stockholder that merges, or
  which owns or controls another corporation that merges with the Company in such
  merger) cease to own their shares or other equity interest in the Company, (d)
  the sale of substantially all of the assets of the Company, or (e) the acquisition,
  sale, or transfer of more than 50% of the outstanding shares of the Company
  by tender offer or similar transaction, then any or all outstanding Awards may
  be assumed, converted or replaced by the successor corporation (if any), which
  assumption, conversion, or replacement shall be binding on all Participants.
  In the alternative, the successor corporation may substitute equivalent Awards
  or provide substantially similar consideration to Participants as was provided
  to stockholders (after taking into account the existing provisions of the Awards).
  The successor corporation may also issue, in place of outstanding shares of
  the Company held by the Participant, substantially similar shares or other property
  subject to repurchase restrictions no less favorable to the Participant. 






                 In
  the event such successor corporation (if any) refuses to assume or substitute
  Awards as provided above pursuant to a transaction described in this Article
  13, such Awards shall expire on such transaction at such time and on such conditions
  as the Committee may determine at its sole and complete discretion. In any case,
  notwithstanding anything in this Program to the contrary, the Committee may,
  in its sole and complete discretion, provide that the vesting (that is, full
  exercisability in the case of Options, and full nonforfeitability and elimination
  of all condition to full ownership in the case of Restricted Shares) shall accelerate
  into full vesting upon a transaction described in this Article 13. If the Committee
  exercises such discretion with respect to an Award, such full vesting shall
  occur prior to the consummation of such event at such time and on such conditions
  as the Committee determines. 

                 Without
  limiting the foregoing, if the Company or any Subsidiary is a party to a merger,
  consolidation, reorganization, share exchange, acquisition of stock or assets,
  or similar transaction, the Committee may grant Awards hereunder in connection
  with the assumption, substitution, or conversion by the Company or its subsidiaries
  of similar stock compensation awards that have been issued by another party
  to such transaction, and the Board may amend the Plan, or adopt supplements
  to the Plan, in such manner as it deems appropriate to provide for such assumption,
  substitution, or conversion, all without further action by the Company’s
  shareholders. 

                 Article
  14.                
  Governing Law. The provisions of this Program and the Awards hereunder
  shall be governed by and interpreted in accordance with the laws of the State
  of Nevada, United States of America, without regard to any applicable conflicts
  of law and without regard to the fact that any party is or may become a resident
  of a different state or county. 









PLAN I 


 EYI INDUSRTRIES, INC. 

 INCENTIVE STOCK OPTION PLAN 

                 Section
  1.                
  Purpose. The purpose of this EYI Industries, Inc. Incentive Stock Option
  Plan (“Plan”) is to provide for the grant of options which shall qualify
  as qualified “incentive stock options” within the meaning of Section
  422 of the Internal Revenue Code of 1986, as amended (“Code”). This
  Plan is Part I of the Company’s Stock Compensation Program (“Program”).
  Unless any provision herein indicates to the contrary, this Plan shall be subject
  to the General Provisions of the Program. 

                 Section
  2.                
  Option Terms and Conditions. Each ISO shall be evidenced by an ISO agreement
  between the grantee (“Optionee”) and the Company. The terms and conditions
  of ISOs granted under the Plan shall be determined by the Committee in its sole
  and complete discretion. Each ISO shall be subject to all applicable terms and
  conditions of the Plan and may be subject to other terms and conditions which
  are not inconsistent with the Plan. The terms and conditions may differ as between
  ISOs. 

                 Section
  3.                
  Duration of Options. Each ISO shall expire on the date determined by
  the Committee, but in no event shall any ISO granted under the Plan expire later
  than 10 years from the date on which the ISO is granted. However, notwithstanding
  the above portion of this Section 3, if at the time the ISO is granted the Optionee
  owns or would be considered to own by reason of Code Section 424(d) more than
  10% of the total combined voting power of all classes of stock of the Company
  or its subsidiaries, such ISO shall expire not more than 5 years from the date
  the ISO is granted. In addition, each ISO shall be subject to earlier termination
  as provided in the Plan. The date of grant of an ISO shall be the date on which
  the Committee makes the determination to grant such ISO, unless otherwise specified
  by the Committee. 

                 Section
  4.                
  Exercise Price. The exercise price (“Exercise Price”) for shares
  of Common Stock subject to any ISO, shall not be less than the fair market value
  of the shares at the time of the grant of the ISO. Fair market value (“Fair
  Market Value”) shall be determined by the Committee on the basis of such
  factors as it deems appropriate, including a determination of Fair Market Value
  based on an independent appraisal by a person who customarily makes such appraisals.
  When Common Stock is publicly traded but not listed on an established stock
  exchange, Fair Market Value shall mean the mean between the closing dealer “bid”
  and “ask” prices for the shares as quoted on the OTCBB or such other
  exchange on which the Company’s shares are approved for trading on the
  date of the determination, and if no “bid” and “ask” prices
  are quoted for such date, Fair Market Value shall be determined by reference
  to such prices on the next preceding date on which such prices were quoted.
  When Common Stock is publicly traded and listed on an established stock exchange
  (or exchanges), Fair Market Value shall mean the highest closing price of a
  share on such stock exchange (or exchanges), and if no sale of 








 shares has been made on any stock exchange on that day, Fair
  Market Value shall be determined by reference to such price for the next preceding
  day on which a sale has occurred. 

                 Notwithstanding
  the above portion of this Section 4, if at the time an ISO is granted the Optionee
  owns or would be considered to own by reason of Code Section 424(d) more than
  10% of the total combined voting power of all classes of stock of the Company
  or its subsidiaries, the Exercise Price of the shares covered by such ISO shall
  not be less than 110% of the Fair Market Value shares of Common Stock on the
  date the ISO is granted. 

                 Section
  5.                
  Maximum Amount of Options Exercisable in Any Calendar Year. Notwithstanding
  any other provision of this Plan the aggregate Fair Market Value (determined
  at the time any is granted) of the Common Stock with respect to which ISOs become
  exercisable for the first time by any employee during any calendar year under
  all qualified incentive stock option plans of the Company and its subsidiaries
  shall not exceed $100,000. If the Fair Market Value of the Common Stock with
  respect to which ISOs become exercisable for the first time by any employee
  during any calendar year exceeds $100,000, then the Options for the First $100,000
  worth of shares shall be deemed to be ISOs, and the Options for the amount in
  excess shall be deemed to be NQSOs. In the event that the Code or underlying
  regulations provide for a different limitation on the Fair Market Value permitted
  to be subject to ISO treatment, such different limitation shall automatically
  be incorporated and applied herein. 

                 Section
  6.                
  Exercise of Options. An ISO shall be exercisable at the times or upon
  the events determined by the Committee as set forth in the ISO agreement governing
  such ISO. Each ISO shall be exercisable in one or more installments during its
  term, and the right to exercise may be cumulative as determined by the Committee.
  No ISO may be exercised for a fraction of a share of Common Stock. The person
  exercising an ISO may do so only by written notice of exercise delivered to
  the Committee, in such form as the Committee prescribes or approves from time
  to time, specifying the number of shares to be purchased and accompanied by
  a tender of the Exercise Price for those shares. The Exercise Price of any shares
  purchased shall be paid in full in cash or by certified or cashier’s check
  payable to the order of the Company, or by shares of Common Stock if permitted
  by the Committee, or by a combination of these means, at the time of exercise
  of the ISO. 

                 If
  any portion of the Exercise Price is paid in shares of Common Stock, those shares
  shall be tendered at their then Fair Market Value as determined by the Committee
  in accordance with Section 4 of this Plan. As permitted by the Committee, payment
  in shares of Common Stock shall include the automatic application of shares
  of Common Stock received upon exercise of an ISO to satisfy the Exercise Price
  for the ISO or additional ISOs. 

                 If
  any portion of the Exercise Price is paid with a full-recourse promissory note,
  the Company Stock shall be pledged as security for the payment of the principal
  amount of the promissory note and interest thereon. The interest rate payable
  under the terms of the promissory note shall not be less than the minimum rate
  required to avoid the imputation of additional interest under the Code. Subject
  to the foregoing, the Committee at its sole discretion shall specify the term,
  interest rate, amortization requirements and other provisions of such note.







                 Section
  7.                
  Employment of Optionee. Each Optionee, if requested by the Committee,
  must agree in writing as a condition of receiving his or her ISO, that he or
  she will remain in the employment of the Company or any Subsidiary following
  the date of the granting of that option for a period specified by the Committee.
  Nothing in the Plan nor in any ISO granted hereunder shall confer upon any Optionee
  any right to continued employment by the Company or any Subsidiary or limit
  in any way the right of the Company or any Subsidiary at any time to terminate
  or alter the terms of that employment. 

                 Section
  8.                
  Option Rights Upon Termination of Employment. If an Optionee ceases to
  be employed by the Company or any Subsidiary for any reason other than death
  or disability, his or her ISO shall immediately terminate, provided, however,
  that the Committee may, in its discretion, allow the ISO to be exercised, to
  the extent exercisable on the date of termination of employment, at any time
  within three months after the date of termination of employment, unless either
  the Option or the Plan otherwise provides for earlier termination. 

                 Section
  9.                
  Option Rights Upon Disability. If an Optionee becomes disabled within
  the meaning of Code Section 22(e)(3) while employed by the Company or any Subsidiary,
  his or her ISO shall immediately terminate, provided, however, that the Committee
  may, in its discretion, allow the ISO to be exercised, to the extent exercisable
  on the date of termination of employment due to disability, at any time within
  one year after the date of termination of employment due to disability, unless
  either the ISO or the Plan otherwise provides for earlier termination. 

                 Section
  10.                
  Option Rights Upon Death of Optionee. Except as otherwise limited by
  the Committee at the time of the grant of an ISO, if an Optionee dies while
  employed by the Company or any Subsidiary, his or her ISO shall expire one year
  after the date of death unless by its terms it expires sooner. During this one
  year or shorter period, the ISO may be exercised, to the extent that it remains
  unexercised on the date of death, by the person or persons to whom the Optionee’s
  rights under the ISO shall pass by will or by the laws of descent and distribution.


                 Section
  11.                
  Options Not Transferable. ISOs granted pursuant to the terms of the Plan
  may not be sold, pledged, assigned, or transferred in any manner otherwise than
  by will or the laws of descent or distribution and shall not be subject to execution,
  attachment, or similar process. However, at the Optionee’s election, the
  ISO may be transferred to and held by a grantor trust of which the Optionee
  is both a trustee and beneficiary, in which case such ISO shall continue to
  be subject to all restrictions set forth in the Program and the Plan. ISOs may
  be exercised during the lifetime of an Optionee only by (a) the Optionee, (b)
  at the Optionee’s election, by a grantor trust of which the Optionee is
  both a trustee and beneficiary, (c) on behalf of the Optionee, by a person holding
  the Optionee’s power of attorney for that purpose, or (d) the duly appointed
  guardian of the person and property of an Optionee who is disabled within the
  meaning of Code Section 22(e)(3). 

                 Section
  12.                
  Option Shares May Be Restricted. As the Committee may determine, the
  shares of Common Stock purchased upon exercise of an ISO granted hereunder may
  be deemed to be “Restricted Shares” granted under the Restricted Shares
  Plan for purposes of applying all 








 provisions and terms and conditions of the Restricted Share
  Plan. As such, during the “Restriction Period” (as described in the
  Restricted Share Plan), such shares of Common Stock may be subject to redemption
  and nontransferability, and all restrictions shall lapse upon the occurrence
  of events as may be determined by the Committee. Further, the procedures of
  the Restricted Share Plan relating to the issuance, surrender, and assignment
  of shares and the provisions relating to stockholder rights may apply to the
  shares of Common Stock issued upon exercise of any ISO granted hereunder. 









PLAN II 


 EYI INDUSTRIES, INC. 

 NONQUALIFIED STOCK OPTION PLAN 

                 Section
  1.                
  Purpose. The purpose of this EYI Industries, Inc. Nonqualified Stock
  Option Plan (“Plan”) is to provide for the grant of options which
  shall not constitute qualified “incentive stock options” within the
  meaning of Section 422 of the Internal Revenue Code of 1986, as amended (“Code”).
  This Plan is Part II of the Company’s Stock Compensation Program (“Program”).
  Unless any provision herein indicates to the contrary, this Plan shall be subject
  to the General Provisions of the Program. 

                 Section
  2.                
  Option Terms and Conditions. Each NQSO shall be evidenced by a NQSO agreement
  between the grantee (“Optionee”) and the Company. The terms and conditions
  of NQSOs granted under the Plan shall be determined by the Committee in its
  sole and complete discretion. Each NQSO shall be subject to all applicable terms
  and conditions of the Plan and may be subject to other terms and conditions
  which are not inconsistent with the Plan. The terms and conditions may differ
  as between NQSOs. 

                 Section
  3.                
  Duration of Options. Each NQSO shall expire on the date as determined
  by the Committee. In addition, each NQSO shall be subject to earlier termination
  as otherwise provided under the Plan. The date of grant of a NQSO shall be the
  date on which the Committee makes the determination to grant such NQSO, unless
  otherwise specified by the Committee. 

                 Section
  4.                
  Exercise Price. The exercise price (“Exercise Price”) for shares
  of Common Stock subject to any NQSO shall be determined by the Committee in
  its sole and complete discretion. To the extent that the Exercise Price is designated
  with respect to fair market value (“Fair Market Value”) of the shares
  at the time of the grant of the NQSO, then Fair Market Value shall be determined
  by the Committee on the basis of such factors as they deem appropriate, including
  a determination of Fair Market Value based on an independent appraisal by a
  person who customarily makes such appraisals. However, the Fair Market Value
  on any day shall be deemed to be, if the Common Stock is traded on a national
  securities exchange, the closing price (or, if no reported sale takes place
  on such day, the mean of the reported bid and asked prices) of the Common Stock
  on such day on the principal such exchange. In each case, the Committee’s
  determination of Fair Market Value shall be conclusive. 

                 Section
  5.                
  Exercise of Options. A NQSO shall be exercisable at the times or upon
  the events determined by the Committee as set forth in the NQSO agreement governing
  the NQSO. Each NQSO shall be exercisable in one or more installments during
  its term, and the right to exercise may be cumulative as determined by the Committee.
  No NQSO may be exercised for a fraction of a share of Common Stock. The person
  exercising a NQSO may do only by written notice of exercise delivered to the
  Committee, in such form as the Committee prescribes or approves from time to
  time, specifying the number of shares to be purchased and 








 accompanied by a tender of the Exercise Price for those shares.
  The Exercise Price of any shares purchased shall be paid in full in cash or
  by certified or cashier’s check payable to the order of the Company, or
  by shares of Common Stock, if permitted by the Committee, or by a full recourse
  promissory note if permitted by the Committee, or by a combination these means,
  at the time of exercise of the NQSO. 

                If
  any portion of the Exercise Price is paid in shares of Common Stock, those shares
  shall be tendered at their then Fair Market Value as determined by the Committee
  in accordance with Section 4 of this Plan. As permitted by the Committee, payment
  in shares of Common Stock shall include the automatic application of shares
  of Common Stock received upon exercise of an NQSO to satisfy the Exercise Price
  for the NQSO or additional NQSOs. 

                 Section
  6.                
  Continued Employment or Service. Each Optionee, if requested by the Committee,
  must agree in writing as a condition of the granting of his or her NQSO, to
  remain in the employment of, or service to, the Company or any Subsidiary following
  the date of the granting of that option for a period specified by the Committee.
  Nothing in this Plan nor in any NQSO granted hereunder shall confer upon any
  Optionee any right to continued employment by, or service to, the Company or
  any Subsidiary, or limit in any way the right of the Company or any subsidiary
  at any time to terminate or alter the terms of that employment or service arrangement.


                 Section
  7.                
  Option Rights Upon Termination of Employment or Service. If an Optionee
  under this Plan ceases to be employed by, or provide services to, the Company
  or any Subsidiary for any reason other than death or disability, his or her
  option shall immediately terminate, provided, however, that the Committee may,
  in its discretion, allow the NQSO to be exercised, to the extent exercisable
  on the date of termination of employment or service, at any time within three
  months after the date of termination of employment or service, unless either
  the NQSO or this Plan otherwise provides for earlier termination. 

                 Section
  8.                
  Option Rights Upon Disability. If an Optionee becomes disabled within
  the meaning of Code Section 22(e)(3) while employed by, or providing services
  to, the Company or any Subsidiary, his or her NQSO shall immediately terminate,
  provided, however, that the Committee may, in its discretion, allow the NQSO
  to be exercised, to the extent exercisable on the date of termination of employment
  or service due to disability, at any time within one year after the date of
  termination of employment or service due to disability, unless either the NQSO
  or the Plan otherwise provides for earlier termination. 

                 Section
  9.                
  Option Rights Upon Death of Optionee. Except as otherwise limited by
  the Committee at the time of the grant of a NQSO, if an Optionee dies while
  employed by, or providing services to, the Company or any Subsidiary, his or
  her NQSO shall expire one year after the date of death unless by its terms it
  expires sooner. During this one year or shorter period, the NQSO may be exercised,
  to the extent exercisable on the date of death, by the person or persons to
  whom the Optionee’s rights under the NQSO shall pass by will or by the
  laws of descent and distribution. 






                 Section
  10.               
  Options Not Transferable. NQSOs granted pursuant to the terms of this
  Plan may not be sold, pledged, assigned, or transferred in any manner otherwise
  than by will or the laws of descent or distribution and shall not be subject
  to execution, attachment, or similar process. However, at the Optionee’s
  election, the NQSO may be transferred to and held by a grantor trust of which
  the Optionee is both a trustee and beneficiary, in which case such NQSO shall
  continue to be subject to all restrictions set forth in the Program and this
  Plan. NQSOs may be exercised during the lifetime of an Optionee only by (a)
  the Optionee, (b) at the Optionee’s election, by a grantor trust of which
  the Optionee is both a trustee and beneficiary, (c) on behalf of the Optionee,
  by a person holding the Optionee’s power of attorney for that purpose,
  or (d) the duly appointed guardian of the person and property of an Optionee
  who is disabled within the meaning of Code Section 22(e)(3). 

                 Section
  11.               
  Option Shares May Be Restricted. As the Committee may determine, the
  shares of Common Stock purchased upon exercise of an NQSO granted hereunder
  may be deemed to be “Restricted Shares” granted under the Restricted
  Shares Plan for purposes of applying all provisions and terms and conditions
  of the Restricted Share Plan. As such, during the “Restriction Period”
  (as described in the Restricted Share Plan), such shares of Common Stock may
  be subject to redemption and nontransferability, and all restrictions shall
  lapse upon the occurrence of events as may be determined by the Committee. Further,
  the procedures of the Restricted Share Plan relating to the issuance, surrender,
  and assignment of shares and the provisions relating to stockholder rights may
  apply to the shares of Common Stock issued upon exercise of any NQSO granted
  hereunder. 









PLAN III 


 EYI INDUSTRIES, INC. 

 RESTRICTED SHARE PLAN 

                 Section
  1.                
  Purpose. The purpose of this EYI Industries, Inc. Restricted Share Plan
  (“Plan”) is to provide for the grant of restricted shares which are
  subject to restricted property treatment under Section 83 of the Internal Revenue
  Code of 1986, as amended (“Code”). The Plan is Part III of the Company’s
  Stock Compensation Program (“Program”). Unless any provision herein
  indicates to the contrary, the Plan shall be subject to the General Provisions
  of the Program. 

                 Section
  2.                
  Terms and Conditions. Each Restricted Share shall be evidenced by a Restricted
  Share agreement between the grantee (“Holder”) and the Company. The
  terms and conditions of Restricted Shares granted under the Plan shall be determined
  by the Committee in its sole and complete discretion. Each Restricted Share
  shall be subject to all applicable terms and conditions of the Plan and may
  be subject to other terms and conditions not inconsistent with the Plan. The
  terms and conditions may differ as between Restricted Shares. 

                Each
  Restricted Share grant shall provide to the Holder the transfer of a specified
  number of shares of Common Stock that shall become nonforfeitable upon the achievement
  of specified service or performance conditions within a specified period (“Restriction
  Period”) as determined by the Committee. (The Committee may also determine
  to grant shares without such restrictions.) At the time that the Restricted
  Share is granted, the Committee shall specify the service or performance conditions
  and the period of duration over which the conditions apply. The date of grant
  of a Restricted Share shall be the date on which the Committee makes the determination
  to grant the Restricted Share, unless otherwise specified by the Committee.


                Each
  individual who is awarded Restricted Shares shall be issued a stock certificate
  representing such shares. Such certificate shall be registered in the name of
  the Holder and shall bear an appropriate legend referring to the terms, conditions,
  and restrictions applicable to such award, substantially in the following form:



   THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
    STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
    FORFEITURE) OF THE EYI INDUSTRIES, INC. RESTRICTED SHARE PLAN AND RESTRICTED
    SHARE AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND EYI INDUSTRIES,
    INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF EYI INDUSTRIES,
    INC. 



                The
  Committee shall require that the stock certificates evidencing such shares be
  held in the custody of the Company until the restrictions thereon shall have
  lapsed, and that, as a 








 condition of any Restricted Share award, the Holder shall
  have delivered a stock power, endorsed in blank, relating to the stock covered
  by such award. At the expiration of applicable Restriction Period, the Company
  shall deliver to the Holder certificates held by the Company representing the
  shares with respect to which the applicable conditions have been satisfied.


                 Section
  3.                
  Restricted Shares Not Transferable. During the Restriction Period, Restricted
  Shares shall not be sold, pledged, assigned, or transferred in any manner, and
  shall not be subject to execution, attachment, or similar process. However,
  at the Holder’s election, the Restricted Shares may be transferred to and
  held by a grantor trust of which the Holder is both a trustee and beneficiary,
  in which case the Restricted Shares shall continue to be subject to the nontransferability,
  forfeiture, and redemption limitations. 

                 Section
  4.                
  Restricted Share Rights Upon Termination of Employment or Service. If
  a Holder terminates employment or service with the Company prior to the expiration
  of the Restriction Period, any Restricted Shares granted to him or her subject
  to such Restriction Period shall be forfeited by the Holder and shall be transferred
  to the Company. The Committee may, in its sole and complete discretion, accelerate
  the lapsing of or waive such restrictions in whole or in part based upon such
  factors and such circumstances as the Committee may determine, including, but
  not limited to, the Participant’s retirement, death, or disability. 

 Restricted Shares that were purchased by exercise of an Option
  granted under the Incentive Stock Option Plan or the Nonqualified Stock Option
  Plan shall be subject to redemption during the Restriction Period. Specifically,
  if during the Restriction Period, the Holder of such Restricted Shares terminates
  employment or service with the Company or any Subsidiary for any reason as may
  be determined by the Committee, the Holder shall sell to the Company, and the
  Company shall redeem, the Restricted Shares at the price equal to the Exercise
  Price for which the Restricted Shares were purchased. The redemption price shall
  be paid to the Holder in a single payment for the complete redemption of the
  Restricted Shares. 

                 Section
  5.                
  Stockholder Rights. The Holder shall have, with respect to the Restricted
  Shares granted, all of the rights of a stockholder of the Company, including
  the right to vote the shares, and the right to receive any dividends thereon.
  Certificates for shares of unrestricted stock shall be delivered to the grantee
  promptly after, and only after, the Restriction Period shall expire without
  forfeiture of such Restricted Shares. 

                 Section
  6.                
  Continued Employment or Service. Each Holder, if requested by the Committee,
  must agree in writing as a condition of the granting of his or her Restricted
  Shares, to remain in the employment of, or service to, the Company or any Subsidiary
  following the date of the granting of the Restricted Shares for a period specified
  by the Committee. Nothing in this Plan or in any Restricted Share granted hereunder
  shall confer upon any Holder any right to continued employment by, or service
  to, the Company or any Subsidiary, or limit in any way the right of the Company
  or any subsidiary at any time to terminate or alter the terms of that employment
  or service arrangement. 






                 Section
  7.                
  Surrender of Stock Certificate and Assignment of Shares. Upon the occurrence
  of an event triggering the forfeiture or redemption of Restricted Shares, the
  Holder shall immediately take whatever action necessary to transfer the Restricted
  Shares to the Company, including the endorsement of any certificate representing
  the Restricted Shares. From and after occurrence of such an event, the Company
  shall not pay any dividends to the Holder with respect to the Restricted Shares,
  or permit the Holder to exercise any of the privileges or rights of a stockholder
  with respect to such shares, but shall treat the Company or its nominee as the
  owner of the shares. Any assignment of the Restricted Shares pursuant to this
  Section 7 shall be effective as of the date of the event triggering the forfeiture.