ZULU
      ENERGY CORP.

    


    AMENDED
      AND RESTATED 

    2008
      EQUITY INCENTIVE PLAN

    


    This
      Amended and Restated 2008 Equity Incentive Plan (the "Plan") is adopted in
      consideration for services rendered and to be rendered to Zulu Energy
      Corp.

     

    
      	
            	1.	
              Definitions.

            


    

     

    The
      terms
      used in this Plan shall, unless otherwise indicated or required by the
      particular context, have the following meanings:

     

    Agreement:
      The
      written agreement (and any amendment or supplement thereto) between the Company
      and an Eligible Person designating the terms and conditions of an
      Award.

     

    Award:
      Any
      Option, Restricted Stock or Restricted Stock Unit, together with any other
      right
      or interest granted to a Participant pursuant to this Plan.

     

    Board:
      The
      Board of Directors of Zulu Energy Corp.

     

    Change
      in Control:
      (i) A
      change in the ownership that occurs on the date that any one person, or more
      than one person acting as a group, acquires ownership of stock of the Company
      that, together with stock held by such person or group, constitutes more than
      50
      percent of the total fair market value or total voting power of the stock of
      the
      Company; (ii) a change in the effective control of the Company that occurs
      on
      the date that either -- (a) any one person, or more than one person acting
      as a
      group, acquires (or has acquired during the 12-month period ending on the date
      of the most recent acquisition by such person or persons) ownership of stock
      of
      the Company possessing 30 percent or more of the total voting power of the
      stock
      of the Company; or (b) a majority of members of the Company’s board of directors
      is replaced during any 12-month period by directors whose appointment or
      election is not endorsed by a majority of the members of the Company’s board of
      directors prior to the date of the appointment or election; or (iii) a change
      in
      the ownership of a substantial portion of the Company’s assets that occurs on
      the date that any one person, or more than one person acting as a group,
      acquires (or has acquired during the 12-month period ending on the date of
      the
      most recent acquisition by such person or persons) assets from the corporation
      that have a total gross fair market value equal to or more than 40 percent
      of
      the total gross fair market value of all of the assets of the Company
      immediately prior to such acquisition or acquisitions. For this purpose, gross
      fair market value means the value of the assets of the Company, or the value
      of
      the assets being disposed of, determined without regard to any liabilities
      associated with such assets.

     

    Code:
      The
      Internal Revenue Code of 1986, as amended, from time to time, including
      regulations thereunder and successor provisions and regulations
      thereto.

     

    Common
      Stock:
      The
      Common Stock of Zulu Energy Corp.

     

    Company:
      Zulu
      Energy Corp., a corporation incorporated under the laws of Colorado, and any
      successors in interest by merger, operation of law, assignment or purchase
      of
      all or substantially all of the property, assets or business of the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Continuous
      Status:
      The
      employment by, or relationship with, the Company or any Related Company is
      not
      interrupted or terminated. The Board, at its sole discretion, may determine
      whether Continuous Status shall be considered interrupted due to personal or
      other mitigating circumstances, including leaves of absence.

     

    Date
      of Grant:
      The
      date on which an Award is granted under the Plan.

     

    Eligible
      Person:
      Officers and Employees and other persons who provide services to the Company
      or
      any Related Company, including directors of the Company or any Related
      Company.

     

    Employee:
      An
      Employee is an employee of the Company or any Related Company.

     

    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended from time to time, including rules
      thereunder and successor provisions and rules thereto.

     

    Exercise
      Price:
      The
      price per share of Common Stock payable upon exercise of an Option.

     

    Fair
      Market Value:
      Fair
      Market Value of a share of Common Stock shall be the average of the closing
      price of the Common Stock on the 30 trading days immediately preceding the
      date
      of calculation (or on the last trading day preceding such date if shares were
      not traded on such date) if the shares are readily tradable on a national
      securities exchange or other market system, and if the shares are not readily
      tradable, Fair Market Value shall be determined, in good faith, by the Option
      Committee.

     

    Immediate
      Family Members:
      Except
      as otherwise determined by the Option Committee, a Participant’s spouse,
      ancestors and descendants.

     

    Incentive
      Stock Options ("ISOs"):
      An
      Option granted with the intention that it qualify as an incentive stock option
      within the meaning of Section 422 of the Code or any successor provision
      thereto.

     

    Non-Incentive
      Stock Options ("Non-ISOs"):
      Options
      which are not intended to qualify as "Incentive Stock Options" under Section
      422
      of the Code or any successor provision thereto.

     

    Option:
      The
      rights granted to an Eligible Person to purchase Common Stock pursuant to the
      terms and conditions of an Agreement.

     

    Option
      Committee:
      The
      Plan shall be administered by the Option Committee which shall consist of the
      Board or a committee of the Board as the Board may time to time designate.
      

     

    Option
      Shares:
      The
      shares of Common Stock underlying an Option granted to an Eligible
      Person.

     

    Optionee:
      An
      Eligible Person who has been granted an Option.

     

    Participant:
      A
      person who has been granted an Option, Restricted Stock or a Restricted Stock
      Unit which remains outstanding, including a person who is no longer an Eligible
      Person.

     

    Related
      Company:
      Any
      subsidiary of the Company and any other business venture in which the Company
      has a significant interest as determined in the discretion of the Option
      Committee. 

     

    
      
        
        

      

      
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    Restricted
      Stock:
      An
      Award of shares of Common Stock granted to a Participant pursuant to Section
      16,
      subject to any restrictions and conditions as are established pursuant to such
      Section 16.

     

    Restricted
      Stock Unit:
      A
      right, granted to a Participant pursuant to Section 16, to receive Common Stock,
      cash or a combination thereof at the end of a specified deferral
      period.

     

    Rule
      16b-3:
      Rule
      16b-3, promulgated by the SEC under Section 16 of the Exchange Act, as from
      time
      to time in effect and applicable to this Plan.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended from time to time, including rules thereunder
      and successor provisions and rules thereto.

     

    
      	
            	2.	
              Purpose
                and Scope.

            


    

     

    (a)  The
      purpose of this Plan is to advance the interests of the Company and its
      stockholders by affording Eligible Persons an opportunity for investment in
      the
      Company and the incentive advantages inherent in stock ownership in this
      Company.

     

    (b)  This
      Plan
      authorizes the Option Committee to grant Options, Restricted Stock or Restricted
      Stock Units to Eligible Persons selected by the Option Committee while
      considering criteria such as employment position or other relationship with
      the
      Company, duties and responsibilities, ability, productivity, length of service
      or association, morale, interest in the Company, recommendations by supervisors,
      and other matters.

     

    3.   Administration
      of the Plan.
      The
      Plan shall be administered by the Option Committee. The Option Committee shall
      have the authority granted to it under this section and under each other section
      of the Plan. The Option Committee shall have the authority, in its sole
      discretion, to determine the type or types of Awards to be granted pursuant
      to
      the Plan. Such Awards may be granted either alone, in addition to, or in tandem
      with, any other type of Award.

     

    In
      accordance with and subject to the provisions of the Plan and Rule 16b-3, the
      Option Committee shall select the Eligible Persons to receive Awards, shall
      determine (i) the number of shares of Common Stock, Restricted Stock or
      Restricted Stock Units to be subject to each Award, (ii) the time at which
      each
      Award is to be granted, (iii) the extent to which the transferability of shares
      of Common Stock issued or transferred pursuant to any Award is restricted,
      (iv)
      the Fair Market Value of the Common Stock, (v) whether to accelerate the time
      of
      exercisability of any Award that has been granted, (vi) the period or periods
      and extent of exercisability of the Options, and (vii) the manner in which
      an
      Option becomes exercisable. In addition, the Option Committee shall fix such
      other terms of each Option, Restricted Stock Award and Restricted Stock Unit
      as
      the Option Committee may deem necessary or desirable. The Option Committee
      shall
      determine the form, terms and provisions of each Agreement to evidence each
      Award (which need not be identical).

     

    The
      Option Committee from time to time may adopt such rules and regulations for
      carrying out the purposes of the Plan as it may deem proper and in the best
      interests of the Company. The Option Committee shall keep minutes of its
      meetings and those minutes shall be available to every member of the
      Board.

     

    All
      actions taken and all interpretations and determinations made by the Option
      Committee in good faith (including determinations of Fair Market Value) shall
      be
      final and binding upon all Participants, the Company and all other interested
      persons. No member of the Option Committee shall be personally liable for any
      action, determination or interpretation made in good faith with respect to
      the
      Plan, and all members of the Option Committee shall, in addition to rights
      they
      may have if Directors of the Company, be fully protected by the Company with
      respect to any such action, determination or interpretation.

     

    
      
        
        

      

      
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    4.  
The
      Common Stock.
      The
      Board is authorized to appropriate, issue and sell for the purposes of the
      Plan,
      and the Option Committee is authorized to grant Options, Restricted Stock and
      Restricted Stock Units with respect to, a total number, not in excess of
      30,000,000 shares of Common Stock, either treasury or authorized but unissued,
      as adjusted pursuant to Section 17. All or any unsold shares subject to an
      Option, Restricted Stock or Restricted Stock Units that for any reason expires
      or otherwise terminates may again be made subject to Options, Restricted Stock
      or Restricted Stock Units under the Plan. 

     

    5. 
 Eligibility.
      Options
      which are intended to qualify as ISOs will be granted only to Employees.
      Eligible Persons may hold more than one Option under the Plan and may hold
      Options under the Plan and options granted pursuant to other plans or otherwise,
      and may hold Restricted Stock and Restricted Stock Units under the
      Plan.

     

    6. 
 Option
      Price.
      The
      Exercise Price for the Option Shares shall be established by the Option
      Committee or shall be determined by a method established by the Option
      Committee; provided that the Exercise Price to be paid by Optionees for the
      Option Shares that are intended to qualify as ISOs, shall not be less than
      100
      percent of the Fair Market Value of the Option Shares on the Date of Grant
      (or,
      in the case of an individual who owns stock possessing more than 10 percent
      of
      the total combined voting power of all classes of stock of the Company, 110
      percent of the Fair Market Value of the Option Shares on the Date of Grant).
      

     

    7. 
 Duration
      and Exercise of Options.

     

    (a)  The
      option period shall commence on the Date of Grant and shall be as set by the
      Option Committee, but not to exceed 10 years in length. 

     

    (b)  The
      Option Committee may determine whether any Option shall be exercisable in
      installments only; if the Option Committee determines that an Option shall
      be
      exercisable in installments, it shall determine the number of installments
      and
      the percentage of the Option exercisable at each installment date. All such
      installments shall be cumulative.

     

    (c)  The
      Option Committee shall establish and set forth in each Agreement that evidences
      an Option whether the Option shall continue to be exercisable, and the terms
      and
      conditions of such exercise, after a termination of Continuous Status, any
      of
      which provisions may be waived or modified by the Option Committee at any time,
      provided that any such waiver or modification shall satisfy the requirements
      for
      exemption under Section 409A of the Code.

     

    (d)  Each
      Option shall be exercised in whole or in part by delivering to the Company
      (or
      to a brokerage firm designated or approved by the Company) of written notice
      of
      the number of shares with respect to which the Option is to be exercised and
      by
      paying in full the Exercise Price for the Option Shares purchased as set forth
      in Section 8; provided, that an Option may not be exercised in part unless
      the
      aggregate purchase price for the Option Shares purchased is at least
      $5,000.

     

    
      
        
        

      

      
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    (e)  No
      Option
      may be exercised under this Plan until the Plan is approved by the holders
      of a
      majority of the securities present, or represented, and entitled to vote at
      a
      meeting of shareholders duly held in accordance with the laws of the State
      of
      Colorado.

     

    8. 
 Payment
      for Option Shares.
      If the
      aggregate purchase price of the Option Shares purchased by any Optionee at
      one
      time exceeds $5,000, the Option Committee may permit all or part of the Exercise
      Price for the Option Shares to be paid by delivery to the Company for
      cancellation shares of the Company's Common Stock already owned by the Optionee
      with an aggregate Fair Market Value as of the date of payment equal to the
      portion of the Exercise Price for the Option Shares that the Optionee does
      not
      pay in cash. In the case of all other Option exercises, the Exercise Price
      shall
      be paid in cash or check upon exercise of the Option, except, at any time after
      the Company’s shares of Common Stock are readily tradable on a national
      securities exchange or other market system, the Option Committee may permit
      an
      Optionee to elect to pay the Exercise Price upon the exercise of an Option
      by
      authorizing a third party broker-dealer in securities approved by the Option
      Committee to sell some or all of the Option Shares acquired upon exercise of
      an
      Option and remit to the Company a sufficient portion of the sale proceeds to
      pay
      the entire Exercise Price and any tax withholding resulting from such
      exercise.

     

    9. 
 Relationship
      to Employment or Position.
      Nothing
      contained in the Plan, or in any Option, Restricted Stock Award or Restricted
      Stock Units granted pursuant to the Plan, shall confer upon any Participant
      any
      right with respect to continuance of employment by, or other relationship with,
      the Company, or interfere in any way with the right of the Company to terminate
      the Participant’s employment as an Employee or other position or relationship,
      at any time.

     

    10. 
 Nontransferability
      of Awards.
      Except
      as otherwise determined by the Option Committee, with respect to the
      transferability of non-ISO’s by a Participant to his Immediate Family Members
      (or to trust or partnerships or limited liability companies established for
      such
      family members), no Award shall be assignable or transferable by the
      Participant, either voluntarily or involuntarily, except by will or the laws
      of
      descent and distribution. 

     

    11. 
 Rights
      as a Stockholder.
      No
      person shall have any rights as a shareholder with respect to any share covered
      by an Option until that person shall become the holder of record of such share
      and, except as provided in Section 17, no adjustments shall be made for
      dividends or other distributions or other rights as to which there is an earlier
      record date. 

     

    12. 
 Governmental
      Compliance.
      Each
      Award under the Plan shall be subject to the requirement that if at any time
      the
      Option Committee shall determine that the listing, registration or qualification
      of any shares issuable or deliverable thereunder upon any securities exchange
      or
      under any Federal or state law, or the consent or approval of any governmental
      regulatory body, is necessary or desirable as a condition thereof, or in
      connection therewith, no such grant or award may be exercised or shares issued
      or delivered unless such listing, registration, qualification, consent or
      approval shall have been effected or obtained free of any conditions not
      acceptable to the Option Committee.

     

    13. 
 Securities
      Laws Requirements.
      No
      Option Shares shall be issued unless and until, in the opinion of the Company,
      any applicable registration requirements of the Securities Act of 1933, as
      amended, any applicable listing requirements of any securities exchange on
      which
      stock of the same class is then listed, and any other requirements of law or
      of
      any regulatory bodies having jurisdiction over such issuance and delivery,
      have
      been fully complied with. Each Option and each Option Share certificate may
      be
      imprinted with legends reflecting federal and state securities laws,
      restrictions and conditions, and the Company may comply therewith and issue
      "stop transfer" instructions to its transfer agent and registrar in good faith
      without liability.

     

    
      
        
        

      

      
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    14. 
 Disposition
      of Shares.
      Each
      Optionee, as a condition of exercise, shall represent, warrant and agree, in
      a
      form of written certificate approved by the Company, as follows: (a) that all
      Option Shares are being acquired solely for his own account and not on behalf
      of
      any other person or entity; (b) that no Option Shares will be sold or otherwise
      distributed in violation of the Securities Act of 1933, as amended, or any
      other
      applicable federal or state securities laws; and (c) that he will report all
      sales of Option Shares to the Company in writing on a form prescribed by the
      Company; and (d) that if he is subject to reporting requirements under Section
      16(a) of the Exchange Act, (i) he will not violate Section 16(b) of the
      Exchange Act, (ii) he will furnish the Company with a copy of each Form 4
      and Form 5 filed by him or her, and (iii) he will timely file all reports
      required under the federal securities laws.

     

    Each
      Optionee shall immediately notify the Company in writing of any sale, transfer,
      assignment or other disposition (or action constituting a disqualifying
      disposition within the meaning of Section 421 of the Code) of any shares of
      Common Stock acquired through exercise of an ISO, within two years after the
      grant of such ISO or within one year after the acquisition of such shares,
      setting forth the date and manner of disposition, the number of shares disposed
      of and the price at which such shares were disposed. The Company shall be
      entitled to withhold from any compensation or other payments then or thereafter
      due to the Optionee such amounts as may be necessary to satisfy any withholding
      requirements of federal or state law or regulation and, further, to collect
      from
      the Optionee any additional amounts which may be required for such purpose.
      The
      Company may, in its discretion, require shares of Common Stock acquired by
      an
      Optionee upon exercise of an ISO to be held in an escrow arrangement for the
      purpose of enabling compliance with the provisions of this section.

     

    15. 
 Incentive
      Stock Options.
      To the
      extent that the aggregate Fair Market Value of Common Stock with respect to
      which ISO’s are exercisable for the first time by a Participant during any
      calendar year exceeds $100,000 or, if different, the maximum limitation in
      effect at the Date of Grant under the Code (the Fair Market Value being
      determined as of the Date of Grant for the Option), such portion in excess
      of
      $100,000 shall be treated as Non-ISO’s. 

     

    16. 
 Restricted
      Stock and Restricted Stock Units.
      

     

    (a)  Restricted
      Stock. The Option Committee is authorized to grant Restricted Stock to
      Participants on the following terms and conditions:

     

    i.  Grant
      and
      Restrictions. Restricted Stock shall be subject to such restrictions on
      transferability, risk of forfeiture and other restrictions, if any, as the
      Option Committee may impose, which restrictions may lapse separately or in
      combination at such times, under such circumstances (including based on
      achievement of performance goals and/or future service requirements), in such
      installments or otherwise, as the Option Committee may determine at the date
      of
      grant or thereafter. During the restricted period applicable to the Restricted
      Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated,
      margined or otherwise encumbered by the Participant.

     

    
      
        
        

      

      
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    ii.  Certificates
      for Stock. Restricted Stock granted under this Plan may be evidenced in such
      manner as the Option Committee shall determine. If certificates representing
      Restricted Stock are registered in the name of the Participant, the Option
      Committee may require that such certificates bear an appropriate legend
      referring to the terms, conditions and restrictions of the certificates, and
      that the Participant deliver a stock power to the Company, endorsed in blank,
      relating to the Restricted Stock.

     

    iii.  Dividends
      and Splits. As a condition to the grant of an Award of Restricted Stock, the
      Option Committee may require or permit a Participant to elect that any cash
      dividends paid on a share of Restricted Stock be automatically reinvested in
      additional shares of Restricted Stock or applied to the purchase of additional
      Awards under this Plan. Unless otherwise determined by the Option Committee,
      stock distributed in connection with a stock split or stock dividend, and other
      property distributed as a dividend, shall be subject to restrictions and a
      risk
      of forfeiture to the same extent as the Restricted Stock with respect to which
      such stock or other property has been distributed.

     

    (b)  Restricted
      Stock Units. The Option Committee is authorized to grant Restricted Stock Units
      to Participants, which are rights to receive cash and/or Common Stock at the
      end
      of a specified deferral period, subject to the following terms and
      conditions:

     

    i.  Award
      and
      Restrictions. Settlement of an Award of Restricted Stock Units shall occur
      upon
      expiration of the deferral period specified for such Restricted Stock Unit
      by
      the Option Committee. In addition, Restricted Stock Units shall be subject
      to
      such restrictions (which may include a risk of forfeiture) as the Option
      Committee may impose, if any, which restrictions may lapse at the expiration
      of
      the deferral period or at earlier specified times (including based on
      achievement of performance goals and/or future service requirements), separately
      or in combination, in installments or otherwise, as the Option Committee may
      determine. Restricted Stock Units shall be satisfied by the delivery of (i)
      cash
      in the amount equal to the Fair Market Value for the specified number of shares
      of Common Stock covered by the Restricted Stock Units, or (ii) shares of Common
      Stock equal to the number of shares of Common Stock covered by the Restricted
      Stock Units, or (iii) a combination thereof, as determined by the Option
      Committee at the date of grant or thereafter.

     

    ii.  Dividend
      Equivalents. Unless otherwise determined by the Option Committee at date of
      grant, Dividend Equivalents on the specified number of shares of Common Stock
      covered by an Award of Restricted Stock Units shall be either (a) paid with
      respect to such Restricted Stock Units on the dividend payment date in cash
      or
      in shares of unrestricted Common Stock having a Fair Market Value equal to
      the
      amount of such dividends, or (b) deferred with respect to such Restricted Stock
      Units and the amount or value thereof automatically deemed reinvested in
      additional Restricted Stock Units, other Awards or other investment vehicles,
      as
      the Option Committee shall determine.

     

    
      
        
        

      

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

     

    17. 
 Change
      in Stock, Adjustments, Etc.
      In the
      event that each of the outstanding shares of Common Stock (other than shares
      held by dissenting shareholders which are not changed or exchanged) should
      be
      changed into, or exchanged for, a different number or kind of shares of stock
      or
      other securities of the Company, or, if further changes or exchanges of any
      stock or other securities into which the Common Stock shall have been changed,
      or for which it shall have been exchanged, shall be made (whether by reason
      of
      merger, consolidation, reorganization, recapitalization, stock dividends,
      reclassification, split-up, combination of shares or otherwise), then
      appropriate adjustment shall be made by the Option Committee to the aggregate
      number and kind of shares subject to this Plan, and the number and kind of
      shares and the price per share subject to outstanding Options, Restricted Stock
      and Restricted Stock Units as provided in the respective Agreements in order
      to
      preserve, as nearly as practical, but not to increase, the benefits to
      Participants.

     

    18.    
        Effective
      Date of Plan; Termination Date of Plan.
      The
      Plan shall be deemed effective on April 28, 2008. The Plan shall terminate
      at midnight on April 28, 2018, except as to Awards previously granted and
      outstanding under the Plan at that time. No Options, Restricted Stock and
      Restricted Stock Units shall be granted after the date on which the Plan
      terminates. The Plan may be abandoned or terminated at any earlier time by
      the
      Board, except with respect to any Options, Restricted Stock and Restricted
      Stock
      Units then outstanding under the Plan.

     

    19. 
 Withholding
      Taxes.
      The
      Company, or any Related Company, may take such steps as it may deem necessary
      or
      appropriate for the withholding of any taxes which the Company, or any Related
      Company, is required by any law or regulation or any governmental authority,
      whether federal, state or local, domestic or foreign, to withhold the minimum
      required amount in connection with any Award including, but not limited to,
      the
      withholding of all or any portion of any payment or the withholding of issuance
      of Option Shares or Restricted Stock.

     

    20. 
 Change
      in Control.
      In the
      event of a Change in Control of the Company, (a) the Option Committee, in its
      discretion, may, at any time an Award is granted, or at any time thereafter,
      accelerate the time period relating to the exercise or realization of any
      Options, Restricted Stock and Restated Stock Units, and (b) with respect to
      Options, Restricted Stock and Restricted Stock Units, the Option Committee
      in
      its sole discretion may, at any time an Award is granted, or at any time
      thereafter, take one or more of the following actions, which may vary among
      individual Participants: (i) provide for the purchase of an Option, Restricted
      Stock and Restricted Stock Units for an amount of cash or other property that
      could have been received upon the exercise of the Option, Restricted Stock
      and
      Restricted Stock Unit had the Option been currently exercisable, (ii) adjust
      the
      terms of the Awards in a manner determined by the Option Committee to reflect
      the Change in Control, (iii) cause the Awards to be assumed, or new rights
      substituted therefor, by another entity, through the continuance of the Plan
      and
      the assumption of outstanding Options, Restricted Stock and Restricted Stock
      Units, or the substitution for such Options, Restricted Stock and Restricted
      Stock Units of comparable value covering shares of a successor corporation,
      with
      appropriate adjustments as to the number and kind of shares and exercise prices,
      in which event the Plan and such Options, Restricted Stock and Restricted Stock
      Units, or the new options and rights substituted therefor, shall continue in
      the
      manner and under the terms so provided, (iv) accelerate the time at which
      Options then outstanding may be exercised so that such Options may be exercised
      for a limited period of time on or before a specified date fixed by the Option
      Committee, after which specified date, all unexercised Options and all rights
      of
      Optionees thereunder shall terminate, or (v) make such other provision as the
      Committee may consider equitable. 

     

    
      
        
        

      

      
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    21. 
 Amendment.

     

    (a)  The
      Board
      may amend, alter or discontinue the Plan, but no amendment, alteration or
      discontinuation shall be made which would impair the right of a Participant
      under an outstanding Agreement. In addition, no such amendment shall be made
      without the approval of the Company's shareholders to the extent such approval
      is required by law or agreement.

     

    (b)  The
      Committee may amend the terms of any Award theretofore granted, prospectively
      or
      retroactively, but no such amendment shall impair the rights of any Participant
      without the Participant's consent.

     

    (c)  Subject
      to the above provisions, the Board shall have authority to amend the Plan to
      take into account changes in law and tax and accounting rules as well as other
      developments, and to grant Awards which qualify for beneficial treatment under
      such rules without shareholder approval.

     

    22. 
 Other
      Provisions.

     

    (a)  The
      use
      of a masculine gender in the Plan shall also include within its meaning the
      feminine, and the singular may include the plural, and the plural may include
      the singular, unless the context clearly indicates to the contrary.

     

    (b)  Any
      expenses of administering the Plan shall be borne by the Company.

     

    (c)  This
      Plan
      shall be construed to be in addition to any and all other compensation plans
      or
      programs. Neither the adoption of the Plan by the Board nor the submission
      of
      the Plan to the shareholders of the Company for approval shall be construed
      as
      creating any limitations on the power or authority of the Board to adopt such
      other additional incentive or other compensation arrangements as the Board
      may
      deem necessary or desirable.

     

    (d)  The
      validity, construction, interpretation, administration and effect of the Plan
      and of its rules and regulations, and the rights of any and all personnel having
      or claiming to have an interest therein or thereunder shall be governed by
      and
      determined exclusively and solely in accordance with the laws of the State
      of
      Colorado.

     

    


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