Exhibit 10.2


                              HYDRODYNEX, INC.
     2006 Non-Qualified Stock Option and Stock Appreciation Rights Plan
             (Adopted by the Board of Directors on May 19, 2006)
               (Approved by the Stockholders on May 19, 2006)

1.  Purpose.

   This 2006 Stock Option Plan is intended to encourage stock ownership in
Hydrodynex, Inc. by the officers, directors, employees, consultants, and
advisors of the Company or its affiliates in order to promote their interest
in the success of the Company and to encourage their continued affiliation.
All options granted under this 2006 Stock Option Plan are intended to be
either (a) Incentive Stock Options or (b) Non-Statutory Stock Options.

2.  Definitions.

   As used herein the following definitions shall apply:

   "Act" shall mean the Securities Exchange Act of 1934, as amended from time
to time.

   "Advisor" shall mean an individual who provides bona fide services to the
Company or Affiliate pursuant to a written contract.

   "Affiliate" shall mean any corporation defined as a "parent corporation"
or a "subsidiary corporation" by Code Section 424(e) and (f), respectively.

   "Agreement" shall mean either a 2006 Incentive Stock Option Agreement or a
2006 Non-Statutory Stock Option Agreement, embodying the terms of the
agreement between the Company and the Optionee with respect to Optionee's
Option.

   "Board" shall mean the Board of Directors of the Company.

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

   "Company" shall mean Hydrodynex, Inc., a Nevada corporation.

   "Consultant" shall mean any person who is placed on the Company's
Consultants List by the Board and who agrees in writing to be included
thereon.

   "Disability" or "Disabled" shall mean the condition of being "disabled"
within the meaning of Section 422(c)(6) of the Code or any successor
provision.

   "Director" shall mean an individual member of the Board.

   "Disinterested Person" means a Non-Employee Director as defined in Rule
16b-3 of the Exchange Act of 1934, as amended.

   "Employee" shall mean any salaried employee of the Company or its
Affiliates, including those employees who are officers of the Company or its
Affiliates.

   "Fair Market Value" of Stock on a given date shall mean an amount per
share as determined by the Board or its delegates by applying any reasonable
valuation method determined without regard to any restriction other than a
restriction which, by its terms, will never lapse.  Notwithstanding the
preceding, if the Stock is traded upon an established stock exchange, then
the "Fair Market Value" of Stock on a given date per share shall be deemed to
be the average of the highest and lowest selling price per share of the Stock
on the principal stock exchange on which the Stock is then trading or, if
there was no trading of the Stock on that day, on the next preceding day on
which there was such trading; if the Stock is not traded upon an established
stock exchange but is quoted on a quotation system, the "Fair Market Value"
of Stock on a given date shall be deemed to be the mean between the closing
representative "bid" and "ask" prices per share of the Stock on such date as
reported by such quotation system or, if there was no trading of the Stock on
that day, on the next preceding day on which there was such trading.

   "Incentive Stock Option" shall mean an option granted pursuant to the Plan
which is designated by the Board or its delegates as an "Incentive Stock
Option" and which qualifies as an incentive stock option under Section 422 of
the Code or any successor provision.

   "Non-Statutory Stock Option" shall mean a stock option granted pursuant to
the Plan which is not an Incentive Stock Option.

   "Option" shall refer to either or both an Incentive Stock Option or Non-
Statutory Stock Option, as the context shall indicate.

   "Optionee" shall mean the recipient of an Incentive Stock Option or a Non-
Statutory Stock Option.

   "Option Price" shall mean the price per share of Stock to be paid by the
Optionee upon exercise of the Option.

   "Option Stock" shall mean the total number of shares of Stock the Optionee
shall be entitled to purchase pursuant to the Agreement.

   "Plan" shall mean this Hydrodynex 2006 Stock Option Plan, as amended from
time to time.

   "Reporting Person" shall mean an Optionee who is required to file
statements relating to his or her beneficial ownership of Stock with the SEC
pursuant to Section 16(a) of the Act.

   "Rule 16b-3" shall mean Rule 16b-3 (as amended from time to time),
promulgated by the SEC under the Act, and any successor thereto.

   "SEC" shall mean the Securities and Exchange Commission.

   "Stock" shall mean the $0.001 par value Common Stock of the Company.

3. Administration.

   The Plan shall be administered by the Board; provided, however, that the
Board may delegate all or any part of its authority to administer the Plan in
its entirety or, with respect to any group or groups of persons eligible to
receive Options hereunder, to such committee as the Board shall in its sole
discretion determine.  Such committee shall be composed of not fewer than two
members (the "Committee"), all of the members of which Committee shall be
Disinterested Persons, if required.  Any Disinterested Person shall comply
with the requirements of Rule 16b-3.  The Board or its Committee may adopt,
amend and rescind such rules and regulations for carrying out the Plan and
implementing agreements and take such actions as it deems proper.  The
interpretation, construction and application by the Board or its Committee of
any of the provisions of the Plan or any Option granted thereunder shall be
final and binding on the Company, all Optionees, their legal representatives,
and any person who may acquire an Option directly from an Optionee by
permitted transfer, bequest or inheritance.  Reference to administrative acts
by the Board in the Plan shall also refer to acts by its Committee, unless
the context otherwise indicates.  Whether or not the Board has delegated
administrative authority, the Board has the final power to determine all
questions of policy or expediency that may arise in administration of the
Plan.

4. Eligibility.

   Only Employees are eligible to receive Incentive Stock Options under the
Plan.  Employees, Officers, Directors, Consultants and Advisors of the
Company or its Affiliates are eligible to receive Non-Statutory Stock Options
under the Plan.

   No person shall be eligible to receive an Option for a larger number of
shares than is recommended for him or her by the Board.  Any Optionee may
hold more than one Option (whether Incentive Stock Options, Non-Statutory
Stock Options, or both, but only on the terms and conditions and subject to
the restrictions set forth herein.

   Incentive Stock Options granted to an Employee who owns stock at the time
the Incentive Stock Option is granted, representing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company and its Affiliates, shall be granted at an Option Price at least one
hundred ten percent (110%) of the Fair Market Value of the Stock at the time
the Incentive Stock Option is granted.  In determining ownership of Stock by
an Employee, the attribution standards set forth in Code Section 424(d) shall
be applicable.

5. Stock Subject to the Plan.

   Options granted under the Plan shall be for shares of the Company's
authorized but unissued or re-acquired Stock.  The aggregate number of shares
of Stock which may be subject to Options pursuant to the Plan shall not
exceed one million (1,000,000) shares, unless adjusted by the Board pursuant
to Paragraph 6(l).  Stock issued under other stock option plans of the
Company shall not be counted against the maximum number of shares that can be
issued under the Plan.

   In the event that any outstanding Option expires or is terminated for any
reason, the shares of Stock allocable to the unexercised portion of such
Option may again be subject to an Option under the Plan.

   If an Optionee pays all or part of any Option Price with shares of Stock,
the number of shares deemed to be issued to the Optionee (and counted against
the maximum number of shares that can be issued under the Plan) shall be the
number of shares transferred to the Optionee by the Company, less the number
of shares transferred by the Optionee to the Company as payment.  Stock
issued on the exercise of an Option which is forfeited in accordance with the
conditions contained in the grant by the Optionee after issuance shall be
deemed to have never been issued under the Plan and, accordingly, shall not
be counted against the maximum number of shares that can be issued under the
Plan.  Notwithstanding the terms of the previous two sentences, the maximum
number of shares for which Incentive Stock Options may be issued under the
Plan shall be one million (1,000,000) shares, subject to adjustment by the
Board as provided under Paragraph 6(l), regardless of the fact that under the
terms of the preceding sentences, a lesser number of shares is deemed to be
issued pursuant to the exercise of Incentive Stock Options.

6.  Terms and Conditions of Options.

   The Board or its delegates shall authorize the granting of all Options
under the Plan with such Options to be evidenced by Incentive Stock Option
Agreements or Non-Statutory Stock Option Agreements, as the case may be.
Each Agreement shall be in such form as the Board may approve from time to
time.  Each Agreement shall comply with and be subject to the following terms
and conditions:

(a) Type of Option; Number of Shares.  Each particular Option Agreement shall
state the type of Options to be granted (whether Incentive Stock Options or
Non-Statutory Stock Options) and the number of shares to which the Option
pertains.  Under no circumstances shall the aggregate Fair Market Value of
the Stock (determined as of the time the Option is granted) with respect to
which Incentive Stock Options are exercisable for the first time by any
Employee during any calendar year (under all incentive stock option plans of
the Company and its Affiliates) exceed $100,000.

(b) Option Price.  Each particular Option Agreement shall state the Option
Price.  The Option Price for an Incentive Stock Option shall not be less than
one hundred percent (100%) of the Fair Market Value per share of Stock on the
date the Incentive Stock Option is granted.  The Option Price for a Non-
Statutory Stock Option shall be the price per share of Stock set by the Board
or its delegates.

(c) Certificate Legends.  Certificates for shares of Stock issued and
delivered to Reporting Persons may be legended, as the Board deems
appropriate, if required by the provisions of any applicable rule or
regulation.

(d) Medium and Time of Payment.  The aggregate Option Price shall be payable
upon the exercise of the Option and shall be paid in any combination of:

(i) United States cash currency;

(ii) a cashier's or certified check to the order of the Company;

(iii) a personal check acceptable to the Company;

(iv) to the extent permitted by the Board, shares of Stock of the Company
(including previously owned Stock or Stock issuable in connection with the
Option exercise), properly endorsed to the Company, whose Fair Market Value
on the date of exercise equals the aggregate Option Price of the Option being
exercised; or

(v) to the extent permitted by the Board, the Optionee's entering into an
agreement with the Company, whereby a portion of the Optionee's Options are
terminated and where the "built-in gain" on any Options which are terminated
as part of such agreement equals the aggregate Option Price of the Option
being exercised.  The Company may establish, from time to time, procedures
for a "cashless exercise" of options. "Built-in gain" means the excess of the
aggregate Fair Market Value of any Stock otherwise issuable on exercise of a
terminated Option, over the aggregate Option Price otherwise due the Company
on such exercise.

   The Board may permit deemed or constructive transfer of shares in lieu of
actual transfer and physical delivery of certificates.  Except to the extent
prohibited by applicable law, the Board may take any necessary or appropriate
steps in order to facilitate the payment of any such Option Price.  Without
limiting the foregoing, the Board may cause the Company to loan the Option
Price to the Optionee or to guarantee that any Stock to be issued will be
delivered to a broker or lender in order to allow the Optionee to borrow the
Option Price.  The Board, in its sole and exclusive discretion, may require
satisfaction of any rules or conditions in connection with payment of the
Option Price at any particular time, in any particular form, or with the
Company's assistance.  If Stock used to pay any Option Price is subject to
any prior restrictions imposed in connection with any plan of the Company
(including this Plan), an equal number of the shares of Stock acquired on
exercise shall be made subject to such prior restrictions in addition to any
further restrictions imposed on such Stock by the terms of the Optionee's
Agreement or by the Plan.

(e) Vesting.  The total number of shares of Stock subject to an Option may,
but need not, be allotted in periodic installments (which may, but need not,
be equal).  The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not
fully exercised.  During the remainder of the term of the Option (if its term
extends beyond the end of the installment periods), any unexercised Option
Stock may be exercised from time to time.

(f) Duration of Options.  Each particular Option Agreement shall state the
term of the Option; provided, however, that all Incentive Stock Options
granted under this Plan shall expire and not be exercisable after the
expiration of ten (10) years from the date granted; provided, further, that
any Incentive Stock Option granted to an Employee who owns stock at the time
the Incentive Stock Option is granted representing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company and its Affiliates shall expire and not be exercisable after the
expiration of five (5) years from the date granted.  Non-Statutory Stock
Options shall expire and not be exercisable after the date set by the Board
or its delegates in the particular Option Agreement, or on any later date
subsequently approved by the Board or its delegates.

(g) Exercise of Options.

(i) Each particular Option Agreement shall state when the Optionee's right to
purchase Stock pursuant to the terms of an Option are exercisable in whole or
in part, provided, however, that Incentive Stock Options shall not be
exercisable by an Employee more than 90 days after the date that the
employment of such Employee is voluntarily or involuntarily terminated,
except in the case of death or disability of the Employee as provided below.
Subject to the earlier termination of the right to exercise the Options as
provided under this Plan, Options shall be exercisable in whole or in part as
the Board, in its sole and exclusive discretion, may provide in the
particular Option Agreement, as amended.  The Board may at any time increase
the percentage of an Option that is otherwise exercisable under the terms of
a particular Option Agreement.  The Board, in its sole and exclusive
discretion, may permit the issuance of Stock underlying an Option prior to
the date the Option is otherwise exercisable, provided such Stock is subject
to repurchase rights which expire pro rata as the Option would otherwise have
become exercisable.

(ii) If the Optionee does not exercise in any one (1) year period the full
number of shares to which he or she is then entitled to exercise, the
Optionee may exercise those shares in any subsequent year during the term of
the Option.

(h) Transfer of Options.  An Option shall not be transferable except by will
or by the laws of decent and distribution, and shall be exercisable during
the lifetime of the person to whom the Option is granted only by such person,
except as specifically provided for by the Board.  An attempted non-permitted
transfer of an Option shall be void.

(i) Disability of Optionee.  In the event an Optionee's Continuous Status as
an Employee, Director or Consultant terminates as a result of the Optionee's
Disability, the Optionee may exercise his or her Option, but only within
twelve (12) months from the date of such termination (or such shorter period
specified in the Option Agreement), and only to the extent that the Optionee
was entitled to exercise it at the date of such termination (but in no event
later than the expiration of the term of such Option as set forth in the
Option Agreement).  If, at the date of termination, the Optionee is not
entitled to exercise his of her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the shares covered by such
Option shall revert to the Plan.

(j) Death of Optionee.  In the event of the death of an Optionee, the Option
may be exercised, at any time within sixteen (16) months following the date
of death (or such other period specified in the Option Agreement but in no
event later than the expiration of the term of such Option as set forth in
the Option Agreement), by the Optionee's estate or by a person who acquired
the right to exercise the Option by bequest or inheritance, but only to the
extent the Optionee was entitled to exercise the Option at the date of death.
If, at the time of death, the Optionee was not entitled to exercise his or
her entire Option, the shares covered by the unexercisable portion of the
Option shall revert to the Plan.  If, after death, the Optionee's estate or a
person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein,
the Option shall terminate, and the shares covered by such Option shall
revert to the Plan.

(k) Termination of Employment or Relationship as an Officer, Director,
Consultant or Advisor.  In the event that an Optionee who is an Employee,
Officer, Director, Consultant or Advisor of the Company or its Affiliates
shall cease to be employed by or perform services for the Company or its
Affiliates prior to the Option's expiration date (other than upon the
Optionee's death or Disability), the exercise of Options held by such
Optionee shall be subject to such limitations on the periods of time during
which such Options, except for Incentive Stock Options limitations under
section 6(g)(i) herein, may be exercised as may be specified in the
particular Option Agreement, as amended, between the Optionee and the
Company.  Whether authorized leave of absence or absence for military or
governmental service shall constitute termination of employment for purposes
of the Plan shall be determined by the Board in their sole and exclusive
discretion.  No provision of the Plan shall be construed so as to grant any
individual the right to remain in the employ or service of the Company for
any period of specific duration.

(l) Recapitalization.

(i) The number of shares issuable under the Plan and the number and amount of
the Option Stock and the Option Price of outstanding Options may be
proportionately adjusted by the Board, in its sole and exclusive discretion,
for any increase or decrease in the number of issued shares of Stock
resulting from a subdivision or consolidation of shares, or for the payment
of a stock dividend, or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company in order to
preclude the dilution or enlargement of benefits under the Plan.

(ii) The Board, in its sole and exclusive discretion, may make such equitable
adjustments to the Plan and outstanding Options as it deems appropriate in
order to preclude the dilution or enlargement of benefits under the Plan,
upon exchange of all of the outstanding stock of the Company for a different
class or series of capital stock or the separation of assets of the Company,
including a spin-off or other distribution of stock or property by the
Company.

(iii) If the Company shall be the surviving corporation in any merger or
consolidation, each outstanding Option shall pertain to and apply to the
securities to which a holder of the number of shares of Option Stock would
have been entitled.  A dissolution or liquidation of the Company, a merger
(other than a merger the principal purpose of which is to change the state of
the Company's incorporation) or consolidation in which the Company is not the
surviving corporation, a reverse merger in which the Company is the surviving
corporation but the Company's Common Stock outstanding immediately preceding
the merger is converted by virtue of the merger into other property, or other
capital reorganization in which more than fifty percent (50%) of the
Company's Common Stock is exchanged (unless the dissolution or liquidation
plan, merger or consolidation agreement or capital reorganization corporate
documents expressly provide to the contrary) shall cause each outstanding
Option to terminate, provided, that each Optionee shall, immediately prior to
such event, have the right to exercise his or her Option in whole or in part,
unless the Option in connection with such event is either to be assumed by
the successor corporation or parent thereof, or to be replaced with a
comparable option to purchase shares of the capital stock of the successor
corporation or parent thereof, or the Option is to be replaced by a
comparable cash incentive program of the successor corporation based on the
value of the Option on the date of such event.  Notwithstanding the
preceding, if, within one (1) year from the date of such event, an Employee's
employment is involuntarily terminated, then the Employee's outstanding
Options, if any, shall become immediately exercisable.

(iv) All adjustments required by the preceding paragraphs shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive, provided, that adjustments shall not be made in a manner that
causes an Incentive Stock Option to fail to continue to qualify as an
"incentive stock option" within the meaning of Code Section 422.

(v) Except as expressly provided in this Paragraph 6(l), an Optionee shall
have no rights by reason of any subdivision or consolidation of shares of
stock of any class, or the payment of any stock dividend, or any other
increase in the number of shares of stock of any class by reason of any
dissolution, liquidation, merger, consolidation, reorganization, or
separation of assets, and any issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to,
the number or amount of the Option Stock or the Option Price of outstanding
Options.

(vi) The grant or existence of an Option shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure, or to merge,
consolidate, dissolve, liquidate or sell, or transfer all or any part of its
business or assets.

(m) Rights as a Shareholder.  An Optionee shall not have rights as a
shareholder with respect to any shares until the date of the issuance of a
stock certificate to him or her for such shares.  No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date of issuance of such stock certificate, except as provided
in Paragraph 6(l) above.

(n) Modification, Extension and Renewal of Options.  Subject to the terms and
conditions of the Plan, the Board may modify (including lowering the Option
Price or changing Incentive Stock Options into Non-Statutory Stock Options),
extend or renew outstanding Options granted under the Plan, or accept the
surrender of outstanding Options under this Plan and/or other stock option
plans of the Company (to the extent not previously exercised) and authorize
the granting of new Options in substitution therefor.  Notwithstanding the
foregoing, no modification of an Option shall, without the consent of the
Optionee, alter or impair any rights or obligations under any Option
previously granted under the Plan.

(o) Securities Compliance.  The Company may require any Optionee, or any
person to whom an Option is transferred under subsection 6(d), as a condition
of exercising any such Option, (1) to give written assurances satisfactory to
the Company as to the Optionee's knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced in financial
and business matters, and that he or she is capable of evaluating, alone or
together with the purchaser representative, the merits and risks of
exercising the Option; and (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the Option
for such person's own account and not with any present intention of selling
or otherwise distributing the stock.  These requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (i) the issuance
of the shares upon the exercise of the Option has been registered under a
then currently effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"), or (ii) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities laws.  Unless an Optionee could otherwise exercise a Stock Option
or dispose of Stock delivered upon exercise of a Stock Option granted under
the Plan without incurring liability under Section 16(b) of the Exchange Act,
at least six months shall elapse from the date of acquisition of the Stock
Option to the date of disposition of its underlying Stock.

(p) Transfer and Exercise of Options.  To the extent required by Code Section
422, each Incentive Stock Option shall state that it is not transferable or
assignable by Optionee otherwise than by will or the laws of descent and
distribution, and that during an Optionee's lifetime, such Incentive Stock
Option shall be exercisable only by the Optionee.

(q) Other Provisions.  Each Option Agreement may contain such other
provisions, including without limitation, restrictions upon the exercise or
transferability of the Option, as the Board may deem advisable.  Any
Incentive Stock Option Agreement shall contain such limitations and
restrictions upon the exercise of the Incentive Stock Option as shall be
necessary in order that such Incentive Stock Option shall be an "incentive
stock option" as defined in Code Section 422, or to conform to any change in
the law.

(r) Withholding Taxes.  When the Company becomes required to collect federal
and state income and employment taxes in connection with the exercise of an
Option ("withholding taxes"), the Optionee shall promptly pay to the Company
the amount of such taxes in cash, unless the Board permits or requires
payment in another form.  Subject to such conditions as it may require, the
Board, in its sole discretion, may allow an Optionee to reimburse the Company
for payment of withholding taxes with shares of Stock.  If an Optionee is a
Reporting Person at the time of exercise and is given an election to pay any
withholding taxes with Stock, the Board shall have sole discretion to approve
or disapprove such election.


7.  Term of Plan.

The Board may suspend or terminate the Plan at any time.  Unless sooner
terminated, the Plan shall not extend beyond a date ten (10) years from the
date of adoption hereof by the Board.  No Incentive Stock Options or Non-
statutory Stock Options may be granted under the Plan while the Plan is
suspended or after it is terminated.  Rights and obligations under any Option
granted while the Plan is in effect shall not be altered or impaired by
suspension or termination of the Plan, except with the consent of the person
to whom the Option was granted.

8.  Amendment of Plan.

   With respect to any shares at the time not subject to Options, the Board
may from time to time, insofar as permitted by law, suspend or discontinue
the Plan or revise or amend the Plan in any respect whatsoever, except that,
without approval of the stockholders, no such revision or amendment shall
change the number of shares for which Options may be granted under the Plan,
except as provided in Section 6(l), change the designation of the class of
persons eligible to receive Options under the Plan, materially increase the
benefits accruing to Optionees under the Plan, or decrease the price at which
Incentive Stock Options may be granted.  Furthermore, without the approval of
the stockholders, the Plan may not be amended in any manner that will cause
Incentive Stock Options issued under it to fail to meet the requirements of
"incentive stock options" as defined in Code Section 422.  The Board may
amend the Plan from time to time to the extent necessary to comply with any
applicable law, rule or other regulatory requirement.

9.  Application of Funds.

The proceeds received by the Company from the sale of Stock pursuant to the
exercise of an Option will be used for general corporate purposes.

10.  No Obligation to Exercise Option.

The granting of an Option shall impose no obligation upon the Optionee to
exercise such Option.

11.  Indemnification.

   In addition to such other rights of indemnification as they may have as
Directors, Employees or agents of the Company, the Directors, or any
individuals who are delegated authority by the Board to administer the Plan,
shall be indemnified by the Company against: (i) their reasonable expenses,
including attorneys' fees actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan or any
Option granted thereunder; and (ii) against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company), or paid by them in satisfaction of a
judgment in any such action,. suit or proceeding, except in actions to
matters as to which it shall be adjudged in such action, suit or proceeding
that such Director or individual is liable for negligence or misconduct in
the performance of his duties; this indemnification is expressly conditioned
upon the indemnified party, within ninety (90) days after institution of any
such action, suit or proceeding, offering the Company in writing the
opportunity, at its own expense, to handle and defend the same.

12.  Approval of Stockholders.

   The portions of the Plan dealing with Incentive Stock Options shall take
effect immediately, but cannot be amended or modified unless approved by the
stockholders of the Company's preferred (if any) and Common Stock, which
approval must occur within a period commencing twelve (12) months before and
ending twelve (12) months after the date the Plan is adopted by the Board.
Nothing in the Plan shall be construed to limit the authority of the Company
to exercise its corporate rights and powers, including the right of the
Company to grant Non-Statutory Options for proper corporate purposes.