Filed by Automated Filing Services Inc. (604) 609-0244 - Actiga Corporation - Exhibit 10.09






ACTIGA CORPORATION 

2008 INCENTIVE STOCK OPTION PLAN 

ARTICLE I
PURPOSE

     Section 1.1 Purpose. This
2008 Incentive Stock Option Plan (the “Plan”) is established by Actiga
Corporation (f/k/a Puppy Zone Enterprises, Inc.,) a Nevada corporation (the
“Company”), to create incentives which are designed to motivate Participants to
put forth maximum effort toward the success and growth of the Company and to
enable the Company to attract and retain experienced individuals who by their
position, ability and diligence are able to make important contributions to the
Company’s success. Toward these objectives, the Plan provides for the grant of
Options, Restricted Stock Awards, Stock Appreciation Rights (“SARs”),
Performance Units and Performance Bonuses to Eligible Employees and the grant of
Nonqualified Stock Options, Restricted Stock Awards, SARs and Performance Units
to Consultants and Eligible Directors, and shareholders of QMotions, Inc. a
privately held California C-Corporation, subject to the conditions set forth in
the Plan.

     Section 1.2 Establishment.
The Plan is effective as of January 7, 2008 and for a period of ten years
thereafter. The Plan shall continue in effect until all matters relating to the
payment of Awards and administration of the Plan have been settled. The Plan is
subject to approval by the Company’s stockholders in accordance with applicable
law which approval must occur within the period ending one month after the date
the Plan is adopted by the Board or a reasonable time thereafter. Pending such
approval by the stockholders, Awards under the Plan may be granted, but no such
Awards may be exercised prior to receipt of stockholder approval. 

     Section 1.3 Shares Subject to
the Plan. Subject to the limitations set forth in the Plan, Awards may be
made under this Plan for a total of 6,000,000 shares of the Company’s common
stock, par value $.001 per share (the “Common Stock”). 

ARTICLE II 
DEFINITIONS

     Section 2.1 “Account”
means the recordkeeping account established by the Company to which will be
credited an Award of Performance Units to a Participant.

     Section 2.2 “Affiliated
Entity” means any corporation, partnership, limited liability company or
other form of legal entity in which a majority of the partnership or other
similar interest thereof is owned or controlled, directly or indirectly, by the
Company or one or more of its Subsidiaries or Affiliated Entities or a
combination thereof. For purposes hereof, the Company, a Subsidiary or an
Affiliated Entity shall be deemed to have a majority ownership interest in a
partnership or limited liability company if the Company, such Subsidiary or
Affiliated Entity shall be allocated a majority of partnership or limited
liability company gains or losses or shall be or control a managing director or
a general partner of such partnership or limited liability company.

     Section 2.3 “Award” means,
individually or collectively, any Option, Restricted Stock Award, SAR,
Performance Unit or Performance Bonus granted under the Plan to an Eligible
Employee by the Board or any Nonqualified Stock Option, Performance Unit SAR or
Restricted 




Stock Award granted under the Plan to a Consultant or an
Eligible Director by the Board pursuant to such terms, conditions, restrictions,
and/or limitations, if any, as the Board may establish by the Award Agreement or
otherwise.

     Section 2.4 “Award
Agreement” means any written instrument that establishes the terms,
conditions, restrictions, and/or limitations applicable to an Award in addition
to those established by this Plan and by the Board’s exercise of its
administrative powers.

     Section 2.5 “Board” means
the Board of Directors of the Company and, if the Board has appointed a
Committee as provided in Section 3.1, the term “Board” shall include such
Committee. 

     Section 2.6 Intentionally
  deleted

     Section 2.7 “Code” means
the Internal Revenue Code of 1986, as amended. References in the Plan to any
section of the Code shall be deemed to include any amendments or successor
provisions to such section and any regulations under such section.

     Section 2.8 “Committee”
means the Committee appointed by the Board as provided in Section 3.1.

     Section 2.9 “Common Stock”
means the common stock, par value $.001 per share, of the Company, and after
substitution, such other stock as shall be substituted therefore as provided in
Article X.

     Section 2.10 “Consultant”
means any person who is engaged by the Company, a Subsidiary or an Affiliated
Entity to render consulting or advisory services.

     Section 2.11 “Date of
Grant” means the date on which the grant of an Award is authorized by the
Board or such later date as may be specified by the Board in such
authorization.

     Section 2.12 “Disability”
means the Participant is unable to continue employment by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months. For purposes of this Plan, the determination of Disability shall
be made in the sole and absolute discretion of the Board.

     Section 2.13 “Eligible
Employee” means any employee of the Company, a Subsidiary, or an Affiliated
Entity as approved by the Board. 

     Section 2.14 “Eligible
Director” means any member of the Board who is not an employee of the
Company, a Subsidiary or an Affiliated Entity.

     Section 2.15 “Exchange
Act” means the Securities Exchange Act of 1934, as amended. Section 2.16
“Fair Market Value” means (A) during such time as the Common Stock is
registered under Section 12 of the Exchange Act, the closing price of the Common
Stock as reported by an established stock exchange or automated quotation system
on the day for which such value is to be determined, or, if no sale of the
Common Stock shall have been made on any such stock exchange or automated
quotation system that day, on the next preceding day on which 




there was a sale of such Common Stock, or (B) during any such
time as the Common Stock is not listed upon an established stock exchange or
automated quotation system, the mean between dealer “bid” and “ask” prices of
the Common Stock in the over-the-counter market on the day for which such value
is to be determined, as reported by the National Association of Securities
Dealers, Inc., or (C) during any such time as the Common Stock cannot be valued
pursuant to (A) or (B) above, the fair market value shall be as determined by
the Board considering all relevant information including, by example and not by
limitation, the services of an independent appraiser.

     Section 2.17 “Incentive Stock
Option” means an Option within the meaning of Section 422 of the Code.

     Section 2.18 “Nonqualified
Stock Option” means an Option which is not an Incentive Stock Option.

     Section 2.19 “Option”
means an Award granted under Article V of the Plan and includes both
Nonqualified Stock Options and Incentive Stock Options to purchase shares of
Common Stock.

     Section 2.20 “Participant”
means an Eligible Employee, a Consultant or an Eligible Director to whom an
Award has been granted by the Board under the Plan.

     Section 2.21 “Performance
Bonus” means the cash bonus which may be granted to Eligible Employees under
Article IX of the Plan.

     Section 2.22 “Performance
Units” means those monetary units that may be granted to Eligible Employees,
Consultants or Eligible Directors pursuant to Article VIII hereof.

     Section 2.23 “Plan” means
this Hudson Holding Corporation 2007 Long-Term Incentive Compensation Plan.

     Section 2.24 “Restricted Stock
Award” means an Award granted to an Eligible Employee, Consultant or
Eligible Director under Article VI of the Plan.

     Section 2.25 “Retirement”
means the termination of an Eligible Employee’s employment with the Company, a
Subsidiary or an Affiliated Entity on or after attaining age 65.

     Section 2.26 “SAR” means a
stock appreciation right granted to an Eligible Employee, Consultant or Eligible
Director under Article VII of the Plan.

     Section 2.27 “Subsidiary”
shall have the same meaning set forth in Section 424 of the Code.

ARTICLE III 
ADMINISTRATION

     Section 3.1 Administration of
the Plan by the Board. The Board shall administer the Plan. The Board may,
by resolution, appoint the Compensation Committee to administer the Plan and
delegate its powers described under this Section 3.1 and otherwise under the
Plan for purposes of Awards granted to Eligible Employees and Consultants.

     Subject to the provisions of the Plan,
the Board shall have exclusive power to:




     (a) Select Eligible Employees and
Consultants to participate in the Plan.

     (b) Determine the time or times
when Awards will be made to Eligible Employees or Consultants.

     (c) Determine the form of an
Award, whether an Incentive Stock Option, Nonqualified Stock Option, Restricted
Stock Award, SAR, Performance Unit, or Performance Bonus, the number of shares
of Common Stock or Performance Units subject to the Award, the amount and all
the terms, conditions (including performance requirements), restrictions and/or
limitations, if any, of an Award, including the time and conditions of exercise
or vesting, and the terms of any Award Agreement, which may include the waiver
or amendment of prior terms and conditions or acceleration or early vesting or
payment of an Award under certain circumstances determined by the Board.

     (d) Determine whether Awards will be
granted singly or in combination.

     (e) Accelerate the vesting,
exercise or payment of an Award or the performance period of an Award.

     (f) Determine whether and to what
extent a Performance Bonus may be deferred, either automatically or at the
election of the Participant or the Board.

     (g) Take any and all other action
it deems necessary or advisable for the proper operation or administration of
the Plan.

     Section 3.2 Administration of
Grants to Eligible Directors. The Board shall have the exclusive power to
select Eligible Directors to participate in the Plan and to determine the number
of Nonqualified Stock Options, Performance Units, SARs or shares of Restricted
Stock awarded to Eligible Directors selected for participation. If the Board
appoints a committee to administer the Plan, it may delegate to the committee
administration of all other aspects of the Awards made to Eligible
Directors.

     Section 3.3 Board to Make
Rules and Interpret Plan. The Board in its sole discretion shall have the
authority, subject to the provisions of the Plan, to establish, adopt, or revise
such rules and regulations and to make all such determinations relating to the
Plan, as it may deem necessary or advisable for the administration of the Plan.
The Board’s interpretation of the Plan or any Awards and all decisions and
determinations by the Board with respect to the Plan shall be final, binding,
and conclusive on all parties.

     Section 3.4 Section 162(m)
Provisions. The Company intends for the Plan and the Awards made there under
to qualify for the exception from Section 162(m) of the Code for “qualified
performance based compensation” if it is determined by the Board that such
qualification is necessary for an Award. Accordingly, the Board shall make
determinations as to performance targets and all other applicable provisions of
the Plan as necessary in order for the Plan and Awards made there under to
satisfy the requirements of Section 162(m) of the Code.

ARTICLE IV 
GRANT OF AWARDS

     Section 4.1 Grant of
Awards. Awards granted under this Plan shall be subject to the following
conditions:




     (a) Any shares of Common Stock
related to Awards which terminate by expiration, forfeiture, cancellation or
otherwise without the issuance of shares of Common Stock or are exchanged in the
Board’s discretion for Awards not involving Common Stock, shall be available
again for grant under the Plan and shall not be counted against the shares
authorized under Section 1.3.

     (b) Common Stock delivered by the
Company in payment of an Award authorized under Articles V and VI of the Plan
may be authorized and unissued Common Stock or Common Stock held in the treasury
of the Company.

     (c) The Board shall, in its sole
discretion, determine the manner in which fractional shares arising under this
Plan shall be treated.

     (d) Separate certificates or a
book-entry registration representing Common Stock shall be delivered to a
Participant upon the exercise of any Option.

     (e) The Board shall be prohibited
from canceling, reissuing or modifying Awards if such action will have the
effect of repricing the Participant’s Award.

     (f) Eligible Directors may only
be granted Nonqualified Stock Options, Restricted Stock Awards, SARs or
Performance Units under this Plan. 

     (g) The maximum term of any Award
shall be ten years.

ARTICLE V 
STOCK OPTIONS

     Section 5.1 Grant of
Options. The Board may, from time to time, subject to the provisions of the
Plan and such other terms and conditions as it may determine, grant Options to
Eligible Employees. These Options may be Incentive Stock Options or Nonqualified
Stock Options, or a combination of both. The Board may, subject to the
provisions of the Plan and such other terms and conditions as it may determine,
grant Nonqualified Stock Options to Eligible Directors and Consultants. Each
grant of an Option shall be evidenced by an Award Agreement executed by the
Company and the Participant, and shall contain such terms and conditions and be
in such form as the Board may from time to time approve, subject to the
requirements of Section 5.2.

     Section 5.2 Conditions of
Options. Each Option so granted shall be subject to the following
conditions: (a) Exercise Price. As limited by Section 5.2(e) below, each Option
shall state the exercise price which shall be set by the Board at the Date of
Grant; provided, however, no Option shall be granted at an exercise price which
is less than the Fair Market Value of the Common Stock on the Date of Grant. The
Administrator also may authorize payment in accordance with a cashless exercise
program under which, if so instructed by the Participant, Stock may be issued
upon a cashless exercise of the option.




     (b) Form of Payment. The exercise
price of an Option may be paid (i) in cash or by check, bank draft or money
order payable to the order of the Company; (ii) by delivering shares of Common
Stock having a Fair Market Value on the date of payment equal to the amount of
the exercise price, but only to the extent such exercise of an Option would not
result in an adverse accounting charge to the Company for financial accounting
purposes with respect to the shares used to pay the exercise price unless
otherwise determined by the Board; or (iii) a combination of the foregoing. In
addition to the foregoing, the Board may permit an Option granted under the Plan
to be exercised by a broker-dealer acting on behalf of a Participant through
procedures approved by the Board. 

     (c) Exercise of Options. Options
granted under the Plan shall be exercisable, in whole or in such installments
and at such times, and shall expire at such time, as shall be provided by the
Board in the Award Agreement. Exercise of an Option requires (1) written notice
to the Secretary of the Company stating the election to exercise in the form and
manner determined by the Board; and (2) payment of the exercise price and all
applicable withholding taxes.

     (d) Other Terms and Conditions.
Among other conditions that may be imposed by the Board, if deemed appropriate,
are those relating to (i) the period or periods and the conditions of
exercisability of any Option; (ii) the minimum periods during which Participants
must be employed by the Company, its Subsidiaries, or an Affiliated Entity, or
must hold Options before they may be exercised; (iii) the minimum periods during
which shares acquired upon exercise must be held before sale or transfer shall
be permitted; (iv) conditions under which such Options or shares may be subject
to forfeiture; (v) the frequency of exercise or the minimum or maximum number of
shares that may be acquired at any one time; (vi) the achievement by the Company
of specified performance criteria; and (vii) non-compete and protection of
business matters.

     (e) Special Restrictions Relating
to Incentive Stock Options. Options issued in the form of Incentive Stock
Options shall only be granted to Eligible Employees of the Company or a
Subsidiary, and not to Eligible Employees of an Affiliated Entity unless such
entity shall be considered as a “disregarded entity” under the Code and shall
not be distinguished for federal tax purposes from the Company or the applicable
Subsidiary.

     (f) Application of Funds. The
proceeds received by the Company from the sale of Common Stock pursuant to
Options will be used for general corporate purposes.

     (g) Stockholder Rights. No
Participant shall have a right as a stockholder with respect to any share of
Common Stock subject to an Option prior to purchase of such shares of Common
Stock by exercise of the Option.

ARTICLE VI 
RESTRICTED STOCK AWARDS

     Section 6.1 Grant of
Restricted Stock Awards. The Board may, from time to time, subject to the
provisions of the Plan and such other terms and conditions as it may determine,
grant a Restricted Stock Award to Eligible Employees, Consultants or Eligible
Directors. Restricted Stock Awards shall be awarded in such number and at such
times during the term of the Plan as the Board shall determine. Each Restricted
Stock Award shall be subject to an Award Agreement setting forth the terms of
such Restricted Stock Award and may be evidenced in such manner as the Board
deems appropriate, including, without limitation, a book-entry registration or
issuance of a stock certificate or certificates.




     Section 6.2 Conditions of
Restricted Stock Awards. The grant of a Restricted Stock Award shall be
subject to the following: (a) Restriction Period. Restricted Stock Awards
granted to an Eligible Employee shall require the holder to remain in the
employment of the Company, a Subsidiary, or an Affiliated Entity for a
prescribed period. Restricted Stock Awards granted to Consultants or Eligible
Directors shall require the holder to provide continued services to the Company
for a period of time. These employment and service requirements are collectively
referred to as a “Restriction Period”. The Board or the Committee, as the case
may be, shall determine the Restriction Period or Periods which shall apply to
the shares of Common Stock covered by each Restricted Stock Award or portion
thereof. In addition to any time vesting conditions determined by the Board or
the Committee, as the case may be, Restricted Stock Awards may be subject to the
achievement by the Company of specified performance criteria based upon the
Company’s achievement of all or any of the operational, financial or stock
performance criteria set forth on Exhibit A annexed hereto, as may from time to
time be established by the Board or the Committee, as the case may be. At the
end of the Restriction Period, assuming the fulfillment of any other specified
vesting conditions, the restrictions imposed by the Board or the Committee, as
the case may be shall lapse with respect to the shares of Common Stock covered
by the Restricted Stock Award or portion thereof. The Board or the Committee, as
the case may be, may, in its discretion, accelerate the vesting of a Restricted
Stock Award in the case of the death, Disability or Retirement of the
Participant who is an Eligible Employee or resignation of a Participant who is a
Consultants or an Eligible Director.

     (b) Restrictions. The holder of a
Restricted Stock Award may not sell, transfer, pledge, exchange, hypothecate, or
otherwise dispose of the shares of Common Stock represented by the Restricted
Stock Award during the applicable Restriction Period. The Board shall impose
such other restrictions and conditions on any shares of Common Stock covered by
a Restricted Stock Award as it may deem advisable including, without limitation,
restrictions under applicable Federal or state securities laws, and may legend
the certificates representing Restricted Stock to give appropriate notice of
such restrictions.

     (c) Rights as Stockholders.
During any Restriction Period, the Board may, in its discretion, grant to the
holder of a Restricted Stock Award all or any of the rights of a stockholder
with respect to the shares, including, but not by way of limitation, the right
to vote such shares and to receive dividends. If any dividends or other
distributions are paid in shares of Common Stock, all such shares shall be
subject to the same restrictions on transferability as the shares of Restricted
Stock with respect to which they were paid.

ARTICLE VII
STOCK APPRECIATION RIGHTS

     Section 7.1 Grant of SARs.
The Board may from time to time, in its sole discretion, subject to the
provisions of the Plan and subject to other terms and conditions as the Board
may determine, grant a SAR to any Eligible Employee, Consultant or Eligible
Director. SARs may be granted in tandem with an Option, in which event, the
Participant has the right to elect to exercise either the SAR or the Option.
Upon the Participant’s election to exercise one of these Awards, the other
tandem Award is automatically terminated. SARs may also be granted as an
independent Award separate from an Option. Each grant of a SAR shall be
evidenced by an Award Agreement executed by the Company and the Participant and
shall contain such terms 




and conditions and be in such form as the Board may from time
to time approve, subject to the requirements of the Plan. The exercise price of
the SAR shall not be less than the Fair Market Value of a share of Common Stock
on the Date of Grant of the SAR.

     Section 7.2 Exercise and
Payment. SARs granted under the Plan shall be exercisable in whole or in
installments and at such times as shall be provided by the Board in the Award
Agreement. Exercise of a SAR shall be by written notice to the Secretary of the
Company. The amount payable with respect to each SAR shall be equal in value to
the excess, if any, of the Fair Market Value of a share of Common Stock on the
exercise date over the exercise price of the SAR. Payment of amounts
attributable to a SAR shall be made in shares of Common Stock.

     Section 7.3 Restrictions.
In the event a SAR is granted in tandem with an Incentive Stock Option, the
Board shall subject the SAR to restrictions necessary to ensure satisfaction of
the requirements under Section 422 of the Code. In the case of a SAR granted in
tandem with an Incentive Stock Option to an Eligible Employee who owns more than
10% of the combined voting power of the Company or its Subsidiaries on the date
of such grant, the amount payable with respect to each SAR shall be equal in
value to the applicable percentage of the excess, if any, of the Fair Market
Value of a share of Common Stock on the Exercise date over the exercise price of
the SAR, which exercise price shall not be less than 110% of the Fair Market
Value of a share of Common Stock on the date the SAR is granted.

ARTICLE VIII 
PERFORMANCE UNITS

     Section 8.1 Grant of
Awards. The Board may, from time to time, subject to the provisions of the
Plan and such other terms and conditions as it may determine, grant Performance
Units to Eligible Employees, Consultants and Eligible Directors. Each Award of
Performance Units shall be evidenced by an Award Agreement executed by the
Company and the Participant, and shall contain such terms and conditions and be
in such form as the Board may from time to time approve, subject to the
requirements of Section 8.2.

     Section 8.2 Conditions of Awards.
  Each Award of Performance Units shall be subject to the following conditions:


     (a) Establishment of Award
  Terms. Each Award shall state the target, maximum and minimum value of each
  Performance Unit payable upon the achievement of performance goals.

     (b) Achievement of Performance
Goals. The Board shall establish performance targets for each Award for a period
of no less than a year based upon some or all of the operational, financial or
performance criteria listed in Exhibit A attached. The Board shall also
establish such other terms and conditions as it deems appropriate to such Award.
The Award may be paid out in cash or Common Stock as determined in the sole
discretion of the Board.

ARTICLE IX 
PERFORMANCE BONUS

     Section 9.1 Grant of
Performance Bonus. The Board may from time to time, subject to the
provisions of the Plan and such other terms and conditions as the Board may
determine, grant a Performance Bonus to certain Eligible Employees selected for
participation. The Board will determine the amount that may be earned as a
Performance Bonus in any period of one year or 




more upon the achievement of a performance target established
by the Board. The Board shall select the applicable performance target(s) for
each period in which a Performance Bonus is awarded. The performance target
shall be based upon all or some of the operational, financial or performance
criteria more specifically listed in Exhibit A attached.

     Section 9.2 Payment of
Performance Bonus. In order for any Participant to be entitled to payment of
a Performance Bonus, the applicable performance target(s) established by the
Board must first be obtained or exceeded. Payment of a Performance Bonus shall
be made within 60 days of the Board’s certification that the performance
target(s) has been achieved unless the Participant has previously elected to
defer payment pursuant to a nonqualified deferred compensation plan adopted by
the Company. Payment of a Performance Bonus may be made in either cash or Common
Stock as determined in the sole discretion of the Board.

ARTICLE X 
STOCK ADJUSTMENTS

     In the event that the shares of
Common Stock, as constituted on the effective date of the Plan, shall be changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation (whether by reason of
merger, consolidation, recapitalization, reclassification, stock split,
spin-off, combination of shares or otherwise), or if the number of such shares
of Common Stock shall be increased through the payment of a stock dividend, or a
dividend on the shares of Common Stock, or if rights or warrants to purchase
securities of the Company shall be issued to holders of all outstanding Common
Stock, then there shall be substituted for or added to each share available
under and subject to the Plan, and each share theretofore appropriated under the
Plan, the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed or for which each such
share shall be exchanged or to which each such share shall be entitled, as the
case may be, on a fair and equivalent basis in accordance with the applicable
provisions of Section 424 of the Code; provided, however, with respect to
Options, in no such event will such adjustment result in a modification of any
Option as defined in Section 424(h) of the Code. In the event there shall be any
other change in the number or kind of the outstanding shares of Common Stock, or
any stock or other securities into which the Common Stock shall have been
changed or for which it shall have been exchanged, then if the Board shall, in
its sole discretion, determine that such change equitably requires an adjustment
in the shares available under and subject to the Plan, or in any Award,
theretofore granted, such adjustments shall be made in accordance with such
determination, except that no adjustment of the number of shares of Common Stock
available under the Plan or to which any Award relates that would otherwise be
required shall be made unless and until such adjustment either by itself or with
other adjustments not previously made would require an increase or decrease of
at least 1% in the number of shares of Common Stock available under the Plan or
to which any Award relates immediately prior to the making of such adjustment
(the “Minimum Adjustment”). Any adjustment representing a change of less than
such minimum amount shall be carried forward and made as soon as such adjustment
together with other adjustments required by this Article X and not previously
made would result in a Minimum Adjustment. Notwithstanding the foregoing, any
adjustment required by this Article X which otherwise would not result in a
Minimum Adjustment shall be made with respect to shares of Common Stock relating
to any Award immediately prior to exercise, payment or settlement of such Award.
No fractional shares of Common Stock or units of other securities shall be
issued pursuant to any such adjustment, and 




any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share.

ARTICLE XI 
GENERAL

     Section 11.1 Amendment or
Termination of Plan. The Board may alter, suspend or terminate the Plan at
any time provided, however, that it may not, without stockholder approval, adopt
any amendment which would (i) increase the aggregate number of shares of Common
Stock available under the Plan (except by operation of Article X), (ii)
materially modify the requirements as to eligibility for participation in the
Plan, or (iii) materially increase the benefits to Participants provided by the
Plan.

     Section 11.2 Termination of
Employment; Termination of Service. If an Eligible Employee’s employment
with the Company, a Subsidiary or an Affiliated Entity terminates as a result of
death, Disability or Retirement, the Eligible Employee (or personal
representative in the case of death) shall be entitled to purchase all or any
part of the shares subject to any vested Options and SAR’s for a period of up to
three months from such date of termination (one year in the case of death or
Disability (as defined above) in lieu of the three-month period). If an Eligible
Employee’s employment terminates due to the resignation of the Employee or is
terminated by the Company for cause, then any Options or SAR’s shall terminate
on the date of resignation or termination. If an Eligible Employee’s employment
terminates for any other reason, the Eligible Employee shall be entitled to
purchase all or any part of the shares subject to any vested Options and SAR’s
for a period of up to two months from such date of termination. In no event
shall any Options and SAR’s be exercisable past their expiration date. The Board
may, in its sole discretion, accelerate the vesting of unvested Options and
SAR’s in the event of termination of employment of any Participant.

     In the event a Consultant ceases
to provide services to the Company or an Eligible Director terminates service as
a director of the Company, the unvested portion of any Award shall be forfeited
unless otherwise accelerated pursuant to the terms of the Eligible Director’s
Award Agreement or by the Board. The Consultant or Eligible Director’s
Nonqualified Stock Options and SAR’s which are otherwise vested and exercisable
on his date of termination of service shall continue to be exercisable until
their expiration date.

     All other benefits under this
plan that have not been earned or performance goals that have not been reached
on the date that employment has been terminated or services terminated, for
whatever reason shall terminate on the date the employment or services with the
Company is terminated.

     Section 11.3 Limited
Transferability – Options. The Board may, in its discretion, authorize all
or a portion of the Nonqualified Stock Options granted under this Plan to be on
terms which permit transfer by the Participant to (i) the ex-spouse of the
Participant pursuant to the terms of a domestic relations order, (ii) the
spouse, children or grandchildren of the Participant (“Immediate Family
Members”), (iii) a trust or trusts for the exclusive benefit of such Immediate
Family Members, or (iv) a partnership or limited liability company in which such
Immediate Family Members are the only partners or members. In addition, there
may be no consideration for any such transfer. The Award Agreement pursuant to
which such Nonqualified Stock Options are granted expressly provide for
transferability in a manner consistent with this 




paragraph. Subsequent transfers of transferred Nonqualified
Stock Options shall be prohibited except as set forth below in this Section
11.3. Following transfer, any such Nonqualified Stock Options shall continue to
be subject to the same terms and conditions as were applicable immediately prior
to transfer, provided that for purposes of Section 11.2 hereof the term
“Participant” shall be deemed to refer to the transferee. The events of
termination of employment of Section 11.2 hereof shall continue to be applied
with respect to the original Participant, following which the Nonqualified Stock
Options shall be exercisable by the transferee only to the extent, and for the
periods specified in Section 11.2 hereof. No transfer pursuant to this Section
11.3 shall be effective to bind the Company unless the Company shall have been
furnished with written notice of such transfer together with such other
documents regarding the transfer as the Board shall request. With the exception
of a transfer in compliance with the foregoing provisions of this Section 11.3,
all other types of Awards authorized under this Plan shall be transferable only
by will or the laws of descent and distribution; however, no such transfer shall
be effective to bind the Company unless the Board has been furnished with
written notice of such transfer and an authenticated copy of the will and/or
such other evidence as the Board may deem necessary to establish the validity of
the transfer and the acceptance by the transferee of the terms and conditions of
such Award.

     Section 11.4 Withholding
Taxes. Unless otherwise paid by the Participant, the Company, its
Subsidiaries or any of its Affiliated Entities shall be entitled to deduct from
any payment under the Plan, regardless of the form of such payment, the amount
of all applicable income and employment taxes required by law to be withheld
with respect to such payment or may require the Participant to pay to it such
tax prior to and as a condition of the making of such payment. In accordance
with any applicable administrative guidelines it establishes, the Board may
allow a Participant to pay the amount of taxes required by law to be withheld
from an Award by (i) directing the Company to withhold from any payment of the
Award a number of shares of Common Stock having a Fair Market Value on the date
of payment equal to the amount of the required withholding taxes or (ii)
delivering to the Company previously owned shares of Common Stock having a Fair
Market Value on the date of payment equal to the amount of the required
withholding taxes. However, any payment made by the Participant pursuant to
either of the foregoing clauses (i) or (ii) shall not be permitted if it would
result in an adverse accounting charge with respect to such shares used to pay
such taxes unless otherwise approved by the Board. 

     Section 11.5 Intentionally
deleted.

     Section 11.6 Amendments to
Awards. Subject to the limitations of Article IV, such as the prohibition on
repricing of Options, the Board may at any time unilaterally amend the terms of
any Award Agreement, whether or not presently exercisable or vested, to the
extent it deems appropriate. However, amendments which are adverse to the
Participant shall require the Participant’s consent. 

     Section 11.7 Registration;
Regulatory Approval. Following approval of the Plan by the stockholders of
the Company as provided in Section 1.2 of the Plan, the Board, in its sole
discretion, may determine to file with the Securities and Exchange Commission
and keep continuously effective, a Registration Statement on Form S-8 with
respect to shares of Common Stock subject to Awards hereunder. Notwithstanding
anything contained in this Plan to the contrary, the Company shall have no
obligation to issue shares of Common Stock under this Plan prior to the
obtaining of any approval from, or satisfaction of any waiting period or other





condition imposed by, any governmental agency which the Board
shall, in its sole discretion, determine to be necessary or advisable.

     Section 11.8 Right to
Continued Employment. Participation in the Plan shall not give any Eligible
Employee any right to remain in the employ of the Company, any Subsidiary, or
any Affiliated Entity. The Company or, in the case of employment with a
Subsidiary or an Affiliated Entity, the Subsidiary or Affiliated Entity reserves
the right to terminate any Eligible Employee at any time. Further, the adoption
of this Plan shall not be deemed to give any Eligible Employee or any other
individual any right to be selected as a Participant or to be granted an
Award.

     Section 11.9 Reliance on
Reports. Each member of the Board and each member of the Compensation
Committee shall be fully justified in relying or acting in good faith upon any
report made by the independent public accountants of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself or herself. In no event shall
any person who is or shall have been a member of the Board be liable for any
determination made or other action taken or any omission to act in reliance upon
any such report or information or for any action taken, including the furnishing
of information, or failure to act, if in good faith.

     Section 11.10
Construction. Masculine pronouns and other words of masculine gender shall
refer to both men and women. The titles and headings of the sections in the Plan
are for the convenience of reference only, and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.

     Section 11.11 Governing
Law. The Plan shall be governed by and construed in accordance with the laws
of the State of Delaware except as superseded by applicable Federal law. 

     Section 11.12 Other Laws.
The Board may refuse to issue or transfer any shares of Common Stock or other
consideration under an Award if, acting in its sole discretion, it determines
that the issuance or transfer of such shares or such other consideration might
violate any applicable law or regulation or entitle the Company to recover the
same under Section 16(b) of the Exchange Act, and any payment tendered to the
Company by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant,
holder or beneficiary.

     Section 11.13 No Trust or Fund
Created. Neither the Plan nor an Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between
the Company and a Participant or any other person. To the extent that a
Participant acquires the right to receive payments from the Company pursuant to
an Award, such right shall be no greater than the right of any general unsecured
creditor of the Company.

     Section 11.14 Conformance to
Section 409A of the Code To the extent that the Committee determines that
any Award granted under the Plan is subject to Section 409A of the Code, the
Award Agreement evidencing such Award shall incorporate the terms and conditions
required by Section 409A of the Code. To the extent applicable, the Plan and
Award Agreements shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the Effective Date. Notwithstanding any
provision of the Plan to the contrary, in the event that the Committee
determines that any 









Award may be subject to Section 409A of the Code and related Department of Treasury guidance, the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (i) exempt the Award from Section 409A of the Code or (ii) comply with the requirements of Section 409A of the
Code and related Department of Treasury guidance.






EXHIBIT A

 Incentive Stock Option Plan 
Performance
Criteria

	Operational Criteria may include: 
	 
	Reserve additions/replacements 
	 
	Finding & development costs 
	 
	Production volume 
	 
	Production Costs 
	 
	Financial Criteria may include: 
	 
	Earnings(net income, earnings before interest, taxes,
      depreciation and amortization (“EBITDA”) 
	 
	Earnings per share: 
	 
	Cash flow 
	 
	Operating income 
	 
	General and Administrative Expenses 
	 
	Debt to equity ratio 
	 
	Debt to cash flow 
	 
	Debt to EBITDA 
	 
	EBITDA to Interest 
	 
	Return on Assets 
	 
	Return on Equity 
	 
	Return on Invested Capital 
	 
	Profit returns/margins 
	 
	Midstream margins 
	 
	Stock Performance Criteria: 
	 
	Stock price appreciation 
	 
	Total stockholder return 
	 
	Relative stock price performance