2008 STOCK INCENTIVE
      PLANFor:
                  
                  ZORO
      MINING CORP.
                  
                  Zoro Mining
      Corp.
                    3430
      East Sunrise Drive, Suite 120, Tucson, Arizona, U.S.A.,
      85718


--  2007 Stock Incentive Plan-- --  Zoro Mining
Corp.  --


ZORO MINING
CORP.








2008 STOCK INCENTIVE PLAN







1.
            PURPOSE




1.1                         
The purpose of this Stock Incentive Plan of Zoro Mining Corp. (the “Company”) is to advance the
interests of the Company by encouraging Eligible Participants (as herein
defined) to acquire shares of the Company, thereby increasing their proprietary
interest in the Company, encouraging them to remain associated with the Company
and furnish them with additional incentive in their efforts on behalf of the
Company in the conduct of their affairs.




1.2                         
This Plan is specifically designed for Eligible Participants of the Company who
are residents of the United States and/or subject to taxation in the United
States, although Awards (as herein defined) under this Plan may be issued to
other Eligible Participants.




2.
            DEFINITIONS




2.1                         
 As used herein, the following definitions shall apply:




(a)
            “Administrator” means a
      Committee of the Board duly appointed by the Board, or otherwise the
      Board;




(b)
            “Affiliate” and “Associate” have the
      meanings ascribed to such terms in Rule 12b 2 promulgated under the
      Exchange Act;




(c)
            “Applicable Laws” means
      the legal requirements relating to the administration of stock incentive
      plans, if any, under applicable provisions of federal securities laws,
      state corporate laws, state or provincial securities laws, the Code, the
      rules of any applicable stock exchange or national market system, and the
      rules of any foreign jurisdiction applicable to Awards granted to
      residents therein;




(d)
            “Award” means the grant
      of an Option, SAR, Restricted Stock, unrestricted Shares, Restricted Stock
      Unit, Deferred Stock Unit or other right or benefit under this
      Plan;




(e)
            “Award Agreement” means
      the written agreement evidencing the grant of an Award executed by the
      Company and the Grantee, including any amendments
  thereto;




(f)
              “Award Right” means each
      right to acquire a Share pursuant to an
Award;
  (g)
                  “Board” means the Board
      of Directors of the Company;


(h)
            “Cause” means, with
      respect to the termination by the Company or a Related Entity of the
      Grantee’s Continuous Service, that such termination is for ‘Cause’ as such
      term is expressly defined in a then-effective written agreement between
      the Grantee and the Company or such Related Entity, or in the absence of
      such then-effective written agreement and definition, is based on, in the
      determination of the Administrator, the
  Grantee’s:






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(i)
            refusal
      or failure to act in accordance with any specific, lawful direction or
      order of the Company or a Related
Entity;




(ii)
            unfitness
      or unavailability for service or unsatisfactory performance (other than as
      a result of Disability);




(iii)
            performance
      of any act or failure to perform any act in bad faith and to the detriment
      of the Company or a Related Entity;




(iv)
            dishonesty,
      intentional misconduct or material breach of any agreement with the
      Company or a Related Entity; or




(v)
            commission
      of a crime involving dishonesty, breach of trust, or physical or emotional
      harm to any person;




(i)
            “Change in Control”
      means, except as provided below, a change in ownership or control of the
      Company effected through any of the following
  transactions:




(i)
            the
      direct or indirect acquisition by any person or related group of persons
      (other than an acquisition from or by the Company or by a
      Company-sponsored employee benefit plan or by a person that directly or
      indirectly controls, is controlled by, or is under common control with,
      the Company) of beneficial ownership (within the meaning of Rule 13d 3 of
      the Exchange Act) of securities possessing more than 50% of the total
      combined voting power of the Company’s outstanding securities pursuant to
      a tender or exchange offer made directly to the Company’s shareholders
      which a majority of the Continuing Directors who are not Affiliates or
      Associates of the offeror do not recommend such shareholders
      accept;




(ii)
            a
      change in the composition of the Board over a period of 36 months or less
      such that a majority of the Board members (rounded up to the next whole
      number) ceases, by reason of one or more contested elections for Board
      membership, to be comprised of individuals who are Continuing
      Directors;




(iii)
            the
      sale or exchange by the Company (in one or a series of transactions) of
      all or substantially all of its assets to any other person or entity;
      or




(iv)
            approval
      by the shareholders of the Company of a plan to dissolve and liquidate the
      Company.




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Notwithstanding
the foregoing, the following transactions shall not constitute a “Change of
Control”:




(i)
              the
      closing of any public offering of the Company’s securities pursuant to an
      effective registration statement filed under the United States Securities Act of 1933,
      as amended,




(ii)
            the
      closing of a public offering of the Company’s securities through the
      facilities of any stock exchange;
or




(iii)
            with
      respect to an Award that is subject to Section 409A of the Code, and
      payment or settlement of such Award is to be accelerated in connection
      with an event that would otherwise constitute a Change of Control, no
      event set forth previously in this definition shall constitute a Change of
      Control for purposes of this Plan or any Award Agreement unless such event
      also constitutes a “change in the ownership”, “change in the effective
      control” or “change in the ownership of a substantial portion of the
      assets of the corporation” as defined under Section 409A of the Code and
      Treasury guidance formulated thereunder which guidance currently provides
      that:




(A)
            a
      “change in
      ownership” of a corporation shall be deemed to have occurred if any
      one person or more than one person acting as a group acquires stock of a
      corporation that constitutes more than 50% of the total Fair Market Value
      or total voting power of the stock of the corporation. Stock acquired by
      any person or group of people who already owns more than 50% of such total
      Fair Market Value or total voting power of stock shall not trigger a
      change in ownership;




(B)
            a
      “change in the effective
      control” of a corporation generally shall be deemed to have
      occurred if within a 12-month period
either:




(I)
            any
      one person or more than one person acting as a group acquires ownership of
      stock possessing 35% or more of the total voting power of the stock of the
      corporation; or




(II)
            a
      majority of the members of the corporation’s board of directors is
      replaced by directors whose appointment or election is not endorsed by a
      majority of the members of the corporation’s board of directors prior to
      the date of the appointment or election;
and




(C)
            a
      “change in the ownership
      of a substantial portion of the corporation’s assets” generally is
      deemed to occur if within a 12-month period any person, or more than one
      person acting as a group, acquires assets from the corporation that have a
      total gross fair market value at least equal to 40% of the total gross
      fair market value of all the corporation’s assets immediately prior to
      such
      acquisition.  The gross fair market value of assets is
      determined without regard to any
  liabilities;






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(j)
              “Code” means the United
      States Internal Revenue
      Code of 1986, as amended;


(k)
            “Committee” means the
      Compensation Committee or any other committee appointed by the Board to
      administer this Plan in accordance with the provisions of this
      Plan;




(l)
              “Common Stock” means the
      common stock of the Company;




(m)
                “Company” means Zoro
      Mining Corp., a Nevada
corporation;




(n)
            “Consultant” means any
      person (other than an Employee) who is engaged by the Company or any
      Related Entity to render consulting or advisory services to the Company or
      such Related Entity;




(o)
            “Continuing Directors”
      means members of the Board who either (i) have been Board members
      continuously for a period of at least 36 months, or (ii) have been Board
      members for less than 36 months and were appointed or nominated for
      election as Board members by at least a majority of the Board members
      described in clause (i) who were still in office at the time such
      appointment or nomination was approved by the
  Board;




(p)
            “Continuous Service”
      means that the provision of services to the Company or a Related Entity in
      any capacity of Employee, Director or Consultant that is not interrupted
      or terminated. Continuous Service shall not be considered interrupted in
      the case of (i) any approved leave of absence, (ii) transfers between
      locations of the Company or among the Company, any Related Entity, or any
      successor, in any capacity of Employee, Director or Consultant, or (iii)
      any change in status as long as the individual remains in the service of
      the Company or a Related Entity in any capacity of Employee, Director or
      Consultant (except as otherwise provided in the Award Agreement). An
      approved leave of absence shall include sick leave, maternity or paternity
      leave, military leave, or any other authorized personal leave. For
      purposes of incentive stock options, no such leave may exceed 90 calendar
      days, unless reemployment upon expiration of such leave is guaranteed by
      statute or contract;




(q)
              “Corporate Transaction”
      means any of the following
transactions:


(i)
            a
      merger or consolidation in which the Company is not the surviving entity,
      except for a transaction the principal purpose of which is to change the
      jurisdiction in which the Company is
organized;




(ii)
            the
      sale, transfer or other disposition of all or substantially all of the
      assets of the Company (including the capital stock of the Company’s
      subsidiary corporations)
      in connection with the complete liquidation or dissolution of the Company;
      or






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(iii)
            any
      reverse merger in which the Company is the surviving entity but in which
      securities possessing more than 50% of the total combined voting power of
      the Company’s outstanding securities are transferred to a person or
      persons different from those who held such securities immediately prior to
      such merger;




(r)
            “Covered Employee” means
      an Employee who is a “covered employee” under
      Section 162(m)(3) of the Code;




(s)
            “Deferred Stock Units”
      means Awards that are granted to Directors and are subject to the
      additional provisions set out in Subpart A which is attached hereto and
      which forms a material part hereof;




(t)
            “Director” means a member
      of the Board or the board of directors of any Related
    Entity;




(u)
            “Disability” or “Disabled” means that a
      Grantee is unable to carry out the responsibilities and functions of the
      position held by the Grantee by reason of any medically determinable
      physical or mental impairment.  A Grantee shall not be
      considered to have incurred a Disability unless he or she furnishes proof
      of such impairment sufficient to satisfy the Administrator in its
      discretion.  Notwithstanding the above, (i) with respect to an
      Incentive Stock Option, “Disability” or “Disabled” shall mean permanent
      and total disability as defined in Section 22(e)(3) of the Code and (ii)
      to the extent an Option is subject to Section 409A of the Code, and
      payment or settlement of the Option is to be accelerated solely as a
      result of the Eligible Participant’s Disability, Disability shall have the
      meaning ascribed thereto under Section 409A of the Code and the Treasury
      guidance promulgated thereunder;




(v)
            “Disinterested Shareholder
      Approval” means approval by a majority of the votes cast by all the
      Company’s shareholders at a duly constituted shareholders’ meeting,
      excluding votes attached to shares beneficially owned by
      Insiders;




(w)
            “Eligible Participant”
      means any person who is an Officer, a Director, an Employee or a
      Consultant, including individuals who are foreign nationals or are
      employed or reside outside the United
States;




(x)
            “Employee” means any
      person who is a full-time or part-time employee of the Company or any
      Related Entity;




(y)
            “Exchange Act” means the
      United States Securities
      Exchange Act of 1934, as
amended;






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(z)
            “Fair Market Value”
      means, as of any date, the value of a Share determined in good faith by
      the Administrator.  By way of illustration, but not limitation,
      for the purpose of this definition, good faith shall be met if the
      Administrator employs the following
methods:




(i)
            Listed Stock.
      If the Common Stock is traded on any established stock exchange or quoted
      on a national market system, fair market value shall be (A) the
      closing sales price for the Common Stock as quoted on that stock exchange
      or system for the date the value is to be determined (the “Value Date”) as reported
      in The Wall Street Journal or a similar publication, or (B) if the rules
      of the applicable stock exchange require, the volume-weighted average
      trading price for five days prior to the date the Board approves the grant
      of the Award.  If no sales are reported as having occurred on
      the Value Date, fair market value shall be that closing sales price for
      the last preceding trading day on which sales of Common Stock is reported
      as having occurred.  If no sales are reported as having occurred
      during the five trading days before the Value Date, fair market value
      shall be the closing bid for Common Stock on the Value Date.  If
      the Common Stock is listed on multiple exchanges or systems, fair market
      value shall be based on sales or bids on the primary exchange or system on
      which Common Stock is traded or quoted.  If the rules of any
      applicable stock exchange or system require a different method of
      calculating fair market value, then such method as is required by those
      rules;




(ii)
            Stock Quoted by
      Securities Dealer. If Common Stock is regularly quoted by a
      recognized securities dealer but selling prices are not reported on any
      established stock exchange or quoted on a national market system, fair
      market value shall be the mean between the high bid and low asked prices
      on the Value Date.  If no prices are quoted for the Value Date,
      fair market value shall be the mean between the high bid and low asked
      prices on the last preceding trading day on which any bid and asked prices
      were quoted;




(iii)
            No Established
      Market. If Common Stock is not traded on any established stock
      exchange or quoted on a national market system and is not quoted by a
      recognized securities dealer, the Administrator will determine fair market
      value in good faith.  The Administrator will consider the
      following factors, and any others it considers significant, in determining
      fair market value: (A) the price at which other securities of the Company
      have been issued to purchasers other than Employees, Directors, or
      Consultants; (B) the Company’s net worth, prospective earning power,
      dividend-paying capacity, and non-operating assets, if any; and (C) any
      other relevant factors, including the economic outlook for the Company and
      the Company’s industry, the Company’s position in that industry, the
      Company’s goodwill and other intellectual property, and the values of
      securities of other businesses in the same
  industry;






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(iv)
            Additional
      Valuation.  For publicly traded companies, any valuation
      method permitted under Section 20.2031-2 of the Estate Tax Regulations;
      or




(v)
            Non-Publicly Traded
      Stock.  For non-publicly traded stock, the fair market
      value of the Common Stock at the Grant Date based on an average of the
      fair market values as of such date set forth in the opinions of completely
      independent and well-qualified experts (the Participant’s status as a
      majority or minority shareholder may be taken into
      consideration).




Regardless
of whether the Common Stock offered under the Award is publicly traded, a good
faith attempt under this definition shall not be met unless the fair market
value of the Common Stock on the Grant Date is determined with regard to
nonlapse restrictions (as defined in Section 1.83-3(h) of the Treasury
Regulations) and without regard to lapse restrictions (as defined in Section
1.83-3(i) of the Treasury Regulations);




(aa)
            “Grantee” means an
      Eligible Participant who receives an Award pursuant to an Award
      Agreement;




(bb)
            “Grant Date” means the
      date the Administrator approves that grant of an
      Award.  However, if the Administrator specifies that an Award’s
      Grant Date is a future date or the date on which a condition is satisfied,
      the Grant Date for such Award is that future date or the date that the
      condition is satisfied;




(cc)
            “Incentive Stock Option”
      means an Option within the meaning of Section 422 of the
    Code;


(dd)
              “Insider”
      means:
 (i)
                  a
      Director or Senior Officer of the
Company;




(ii)
            a
      Director or Senior Officer of a person that is itself an Insider or
      Subsidiary of the Company;




(iii)
              a
      person that has




(A)
              direct
      or indirect beneficial ownership
of,


(B)
                control
      or direction over, or


(C)
            a
      combination of direct or indirect beneficial ownership of and control or
      direction over,




securities
of the Company carrying more than 10% of the voting rights attached to all the
Company’s outstanding voting securities, excluding, for the purpose of the
calculation of the percentage held, any securities held by the person as
underwriter in the course of a distribution; or






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(iv)
            the
      Company itself, if it has purchased, redeemed or otherwise acquired any
      securities of its own issue, for so long as it continues to hold those
      securities;




(ee)
            “Named Executive Officer”
      means, if applicable, an Eligible Participant who, as of the date of
      vesting and/or payout of an Award, is one of the group of “Covered
      Employees,” as defined;




(ff)
            “Non-Qualified Stock
      Option” means an Option which is not an Incentive Stock
      Option;




(gg)
            “Officer” means a person
      who is an officer, including a Senior Officer, of the Company or a Related
      Entity within the meaning of Section 16 of the Exchange Act and the rules
      and regulations promulgated
thereunder;




(hh)
            “Option” means an option
      to purchase Shares pursuant to an Award Agreement granted under the
      Plan;




(ii)
            “Parent” means a “parent corporation”,
      whether now or hereafter existing, as defined in Section 424(e) of the
      Code;




(jj)
            “Performance - Based
      Compensation” means compensation qualifying as “performance-based
      compensation” under Section 162(m) of the
  Code;


(kk)
              “Plan” means this 2008
      Stock Incentive Plan as amended from time to
  time;




(ll)
            “Related Entity” means
      any Parent or Subsidiary, and includes any business, corporation,
      partnership, limited liability company or other entity in which the
      Company, a Parent or a Subsidiary holds a greater than 50% ownership
      interest, directly or indirectly;


(mm)
              “Related Entity
      Disposition” means the sale, distribution or other disposition by
      the Company of all or substantially all of the Company’s interests in any
      Related Entity effected by a sale, merger or consolidation or other
      transaction involving that Related Entity or the sale of all or
      substantially all of the assets of that Related
    Entity;




(nn)
            “Restricted Stock” means
      Shares issued under the Plan to the Grantee for such consideration, if
      any, and subject to such restrictions on transfer, rights of first
      refusal, repurchase provisions, forfeiture provisions, and other terms and
      conditions as, established by the Administrator and specified in the
      related Award Agreement;






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(oo)
            “Restricted Stock Unit”
      means a notional account established pursuant to an Award granted to a
      Grantee, as described in this Plan, that is (i) valued solely by reference
      to Shares, (ii) subject to restrictions specified in the Award Agreement,
      and (iii) payable only in Shares;




(pp)
            “Restriction Period”
      means the period during which the transfer of Shares of Restricted Stock
      is limited in some way (based on the passage of time, the achievement of
      performance objectives, or the occurrence of other events as determined by
      the Administrator, in its sole discretion) or the Restricted Stock is not
      vested;




(qq)
            “SAR” means a stock
      appreciation right entitling the Grantee to Shares or cash compensation,
      as established by the Administrator, measured by appreciation in the value
      of Common Stock;




(rr)
              “Senior Officer”
      means:




(i)
            the
      chair or vice chair of the Board, the president, a vice-president, the
      secretary, the treasurer or the general manager of the Company or a
      Related Entity;




(ii)
            any
      individual who performs functions for a person similar to those normally
      performed by an individual occupying any office specified in Section 2.1(rr)(i)
      above; and




(iii)
            the
      five highest paid employees of the Company or a Related Entity, including
      any individual referred to in Section 2.1(rr)(i)or2.1(rr)(ii) and
      excluding a commissioned salesperson who does not act in a managerial
      capacity;


(ss)
                “Share” means a share of
      the Common Stock; and




(tt)
            “Subsidiary” means a
      “subsidiary
      corporation”, whether now or hereafter existing, as defined in
      Section 424(f) of the Code.




3.
            STOCK SUBJECT TO THE
      PLAN




Number of Shares
Available




3.1
            (a)
            Subject
      to the provisions of Section 18, the maximum aggregate number of
      Shares which may be issued pursuant to all Awards under this Plan is 15% of the issued and
      outstanding common shares of the Company (the “Maximum
      Number”).  The maximum aggregate number of Shares that
      may be granted in the form of Incentive Stock Options shall be 10,000,000.  See
      Section 29
      for Reservation of Shares.






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b)
            Shares
      that have been issued under the Plan pursuant to an Award shall not be
      returned to the Plan and shall not become available for future issuance
      under the Plan except that Shares (i) covered by an Award (or portion of
      an Award) which is forfeited or cancelled, expires or is settled in cash,
      or (ii) withheld to satisfy a Grantee’s minimum tax withholding
      obligations, shall be deemed not to have been issued for purposes of
      determining the Maximum Number of Shares which may be issued under the
      Plan.  Also, only the net numbers of Shares that are issued
      pursuant to the exercise of an Award shall be counted against the Maximum
      Number.




(c)
              However,
      in the event that prior to the Award’s cancellation, termination,
      expiration, forfeiture or lapse, the holder of the Award at any time
      received one or more elements of “beneficial ownership” pursuant to such
      Award (as defined by the United States Securities Exchange Commission (the
      “SEC”), pursuant
      to any rule or interpretations promulgated under Section 16 of the
      Exchange Act), the Shares subject to such Award shall not again be made
      available for regrant under the
Plan.




Shares to
Insiders




3.2                          
Subject to Section 15.1(c)and15.1(d),no Insider of the Company is eligible to
receive an Award where:




(a)
              the
      Insider is not a Director or Senior Officer of the
  Company;


(b)
            any
      Award, together with all of the Company’s other previously established or
      proposed Awards under the Plan could result at any time
  in:




(i)
            the
      number of Shares reserved for issuance pursuant to Options granted to
      Insiders exceeding 50% of the outstanding issue of Common Stock;
      or




(ii)
            the
      issuance to Insiders pursuant to the exercise of Options, within a one
      year period of a number of Shares exceeding 50% of the outstanding issue
      of the Common Stock;




provided,
however, that this restriction on the eligibility of Insiders to receive an
Award shall cease to apply if it is no longer required under any Applicable
Laws.




Limitations on
Award




3.3                          Unless
and until the Administrator determines that an Award to a Grantee is not
designed to qualify as Performance-Based Compensation, the following limits
(“Award Limits”) shall
apply to grants of Awards to Grantees subject to the Award Limits by Applicable
Laws under this Plan:




(a)
            Options and
      SARs.  Notwithstanding any provision in the Plan to the
      contrary (but subject to adjustment as provided in Section 18),
      the maximum number of Shares
      with respect to one or more Options and/or Stock Appreciation Rights that
      may be granted during any one calendar year under the Plan to any one
      Grantee shall be 5,000,000; all of which
      may be granted as Incentive Stock Options);
  and






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(b)
            Other
      Awards.  The maximum aggregate grant with respect to
      Awards of Restricted Stock, unrestricted Shares, Restricted Stock Units
      and Deferred Stock Units (or used to provide a basis of measurement for or
      to determine the value of Restricted Stock Units and Deferred Stock Units)
      in any one calendar year to any one Grantee (determined on the date of
      payment of settlement) shall be 5,000,000.




4.
            ADMINISTRATION




Authority of Plan
Administrator




4.1                         
Authority to control and manage the operation and administration of this Plan
shall be vested in a committee consisting of two or more members of the Board
(the “Committee”).  It is
intended that the directors appointed to serve on the Committee shall be
“non-employee directors” (within the meaning of Rule 16b-3 promulgated under the
Exchange Act) and “outside directors” (within the meaning of Section 162(m) of
the Code) to the extent that Rule 16b-3 and, if necessary for relief from the
limitation under Section 162(m) of the Code and such relief sought by the
Company, Section 162(m) of the Code, respectively, are
applicable.  However, the mere fact that a Committee member shall fail
to qualify under either of the foregoing requirements shall not invalidate any
Award made by the Committee which Award is otherwise validly made under the
Plan.  Members of the Committee may be appointed from time to time by,
and shall serve at the pleasure of, the Board.  As used herein, the
term “Administrator” means the Committee.




Powers of the
Administrator




4.2                        
 Subject to Applicable Laws and the provisions of the Plan or subplans
hereof (including any other powers given to the Administrator hereunder), and
except as otherwise provided by the Board, the Administrator shall have the
exclusive power and authority, in its discretion:




(a)
            to
      construe and interpret this Plan and any agreements defining the rights
      and obligations of  the Company and Grantees under this
      Plan;




(b)
            to
      select the Eligible Participants to whom Awards may be granted from time
      to time hereunder;


(c)
              to
      determine whether and to what extent Awards are granted
      hereunder;




(d)
            to
      determine the number of Shares or the amount of other consideration to be
      covered by each Award granted
hereunder;




(e)
            to
      approve forms of Award Agreements for use under the Plan, which need not
      be identical for each Grantee;






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(f)
            to
      determine the terms and conditions of any Award granted under the Plan,
      including, but not limited to, the exercise price, grant price or purchase
      price, any restrictions or limitations on the Award, any schedule for
      lapse of forfeiture restrictions or restrictions on the exercisability of
      the Award, and acceleration or waivers thereof, based in each case on such
      considerations as the Committee in its sole discretion determines that is
      not inconsistent with any rule or regulation under any tax or securities
      laws or includes an alternative right that does not disqualify an
      Incentive Stock Option under applicable
  regulations;




(g)
            to
      amend the terms of any outstanding Award granted under the Plan, provided
      that any amendment that would adversely affect the Grantee’s rights under
      an existing Award shall not be made without the Grantee’s consent unless
      as a result of a change in Applicable
Law;




(h)
            to
      suspend the right of a holder to exercise all or part of an Award for any
      reason that the Administrator considers in the best interest of the
      Company;




(i)
            subject
      to regulatory approval, amend or suspend the Plan, or revoke or alter any
      action taken in connection therewith, except that no general amendment or
      suspension of the Plan, shall, without the written consent of all
      Grantees, alter or impair any Award granted under the Plan unless as a
      result of a change in the Applicable
Law;




(j)
            to
      establish additional terms, conditions, rules or procedures to accommodate
      the rules or laws of applicable foreign jurisdictions and to afford
      Grantees favorable treatment under such laws; provided, however, that no
      Award shall be granted under any such additional terms, conditions, rules
      or procedures with terms or conditions which are inconsistent with the
      provisions of the Plan;


(k)
              to
      further define the terms used in this
Plan;


(l)
            to
      correct any defect or supply any omission or reconcile any inconsistency
      in this Plan or in any Award
Agreement;




(m)
                to
      provide for rights of refusal and/or repurchase
  rights;




(n)
            to
      amend outstanding Award Agreements to provide for, among other things, any
      change or modification which the Administrator could have provided for
      upon the grant of an Award or in furtherance of the powers provided for
      herein that does not disqualify an Incentive Stock Option under applicable
      regulations unless the Grantee so
consents;




(o)
            to
      prescribe, amend and rescind rules and regulations relating to the
      administration of this Plan; and




(p)
            to
      take such other action, not inconsistent with the terms of the Plan, as
      the Administrator deems
appropriate.






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Effect
      of Administrator’s Decision




4.3                         
All decisions, determinations and interpretations of the Administrator shall be
conclusive and binding on all persons.  The Administrator shall not be
liable for any decision, action or omission respecting this Plan, or any Awards
granted or Shares sold under this Plan.  In the event an Award is
granted in a manner inconsistent with the provisions of this Section 4,
such Award shall be presumptively valid as of its grant date to the extent
permitted by the Applicable Laws.




Action by
Committee




4.4                         
Except as otherwise provided by committee charter or other similar corporate
governance documents, for purposes of administering the Plan, the following
rules of procedure shall govern the Committee.  A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee.  Each member of the
Committee is entitled to, in good faith, rely or act upon any report or other
information furnished to that member by any officer or other employee of the
Company or any Parent or Affiliate, the Company’s independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the
Plan.




Limitation on
Liability




4.5                         
To the extent permitted by applicable law in effect from time to time, no member
of the Committee shall be liable for any action or omission of any other member
of the Committee nor for any act or omission on the member’s own part, excepting
only the member’s own wilful misconduct or gross negligence, arising out of or
related to this Plan.  The Company shall pay expenses incurred by, and
satisfy a judgment or fine rendered or levied against, a present or former
member of the Committee in any action against such person (whether or not the
Company is joined as a party defendant) to impose liability or a penalty on such
person for an act alleged to have been committed by such person while a member
of the Committee arising with respect to this Plan or administration thereof or
out of membership on the Committee or by the Company, or all or any combination
of the preceding, provided, the Committee member was acting in good faith,
within what such Committee member reasonably believed to have been within the
scope of his or her employment or authority and for a purpose which he or she
reasonably believed to be in the best interests of the Company or its
stockholders.  Payments authorized hereunder include amounts paid and
expenses incurred in settling any such action or threatened
action.  The provisions of this Section 4.5
shall apply to the estate, executor, administrator, heirs, legatees or devisees
of a Committee member, and the term “person” as used on this Section 4.5
shall include the estate, executor, administrator, heirs, legatees, or devisees
of such person.




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5.
              ELIGIBILITY


Except as otherwise provided, all types
of Awards may be granted to Eligible Participants. An Eligible Participant who
has been granted an Award may be, if he or she continues to be eligible, granted
additional Awards.




6.
            AWARDS




Type of
Awards




6.1                          The
Administrator is authorized to award any type of arrangement to an Eligible
Participant that is not inconsistent with the provisions of the Plan and that by
its terms involves or might involve the issuance of:


(a)
              Shares,
      including unrestricted Shares;


(b)
                Options;




(c)
            SARs
      or similar rights with a fixed or variable price related to the Fair
      Market Value of the Shares and with an exercise or conversion privilege
      related to the passage of time, the occurrence of one or more events, or
      the satisfaction of performance criteria or other
    conditions;




(d)
            any
      other security with the value derived from the value of the Shares, such
      as Restricted Stock and Restricted Stock
Units;


(e)
                  Deferred
      Stock Units;


(f)
                    Dividend
      Equivalent Rights, as defined in Section 13;
      or


(g)
                    any
      combination of the
foregoing.


Designation of
Award




6.2                         
Each type of Award shall be designated in the Award Agreement.  In the
case of an Option, the Option shall be designated as either an Incentive Stock
Option or a Non-Qualified Stock Option.  But see Section 7.3(a)
regarding exceeding the Incentive Stock Option threshold.




7.
            GRANT OF OPTIONS;
      TERMS AND CONDITIONS OF
GRANT




Grant of
Options




7.1
            (a)
            One
      or more Options may be granted to any Eligible
      Participant.  Subject to the express provisions of this Plan,
      the Administrator shall determine from the Eligible Participants those
      individuals to whom Options under this Plan may be granted.  The
      Shares underlying a grant of an Option may be in the form of Restricted
      Stock or unrestricted Stock.




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b)
            Further,
      subject to the express provisions of this Plan, the Administrator shall
      specify the Grant Date, the number of Shares covered by the Option, the
      exercise price and the terms and conditions for exercise of the
      Options.  As soon as practicable after the Grant Date, the
      Company shall provide the Grantee with a written Award Agreement in the
      form approved by the Administrator, which sets out the Grant Date, the
      number of Shares covered by the Option, the exercise price and the terms
      and conditions for exercise of the
Option.




(c)
            The
      Administrator may, in its absolute discretion, grant Options under this
      Plan at any time and from time to time before the expiration of this
      Plan.




General Terms and
Conditions




7.2                          
Except as otherwise provided herein, the Options shall be subject to the
following terms and conditions and such other terms and conditions not
inconsistent with this Plan as the Administrator may impose:




(a)
            Exercise of
      Option. The Administrator may determine in its discretion whether
      any Option shall be subject to vesting and the terms and conditions of any
      such vesting.  The Award Agreement shall contain any such
      vesting schedule;




(b)
            Option
      Term.  Each Option and all rights or obligations
      thereunder shall expire on such date as shall be determined by the
      Administrator, but not later than ten years after the Grant Date (five
      years in the case of an Incentive Stock Option when the Optionee owns more
      than 10% of the total combined voting power of all classes of stock of the
      Company or any Parent or Subsidiary (a “Ten Percent
      Stockholder”)), and shall be subject to earlier termination as
      hereinafter provided;




(c)
            Exercise
      Price.  The Exercise Price of any Option shall be
      determined by the Administrator when the Option is granted, at such
      Exercise Price as may be determined by the Administrator in the
      Administrator’s sole and absolute discretion; provided, however, that the
      Exercise Price may not be less than 100% of the Fair Market Value of the
      Shares on the Grant Date with respect to any Incentive Stock Options which
      are granted and, provided further, that the Exercise Price of any
      Incentive Stock Option granted to a Ten Percent Stockholder shall not be
      less than 100% of the Fair Market Value of the Shares on the Grant
      Date.  Payment for the Shares purchased shall be made in
      accordance with Section 16
      of this Plan.  The Administrator is authorized to issue Options,
      whether Incentive Stock Options or Non-qualified Stock Options, at an
      option price in excess of the Fair Market Value on the Grant Date, to
      determine the terms and conditions of any Award granted under the Plan,
      including, but not limited to, the exercise price, grant price or purchase
      price, any restrictions or limitations on the Award, any schedule for
      lapse of forfeiture restrictions or restrictions on the exercisability of
      the Award, and acceleration or waivers thereof, based in each case on such
      considerations as the Committee in its sole discretion determines that is
      not inconsistent
      with any rule or regulation under any tax or securities laws or includes
      an alternative right that does not disqualify an Incentive Stock Option
      under applicable
regulations;






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(d)
            Method of
      Exercise.  Options may be exercised only by delivery to
      the Company of a stock option exercise agreement (the “Exercise Agreement”) in
      a form approved by the Administrator (which need not be the same for each
      Grantee), stating the number of Shares being purchased, the restrictions
      imposed on the Shares purchased under such Exercise Agreement, if any, and
      such representations and agreements regarding the Grantee’s investment
      intent and access to information and other matters, if any, as may be
      required or desirable by the Company to comply with applicable securities
      laws, together with payment in full of the exercise price for the number
      of Shares being purchased;




(e)           Exercise After Certain
Events.




(i)           Termination of Continuous
Services.




(A)
              Options.


(I)
            Termination of
      Continuous Services.  If for any reason other than
      Disability or death, a Grantee terminates Continuous Services with the
      Company or a Subsidiary, vested Options held at the date of such
      termination may be exercised, in whole or in part, at any time within
      three months after the date of such termination or such lesser period
      specified in the Award Agreement (but in no event after the earlier of (i)
      the expiration date of the Option as set forth in the Award Agreement, and
      (ii) ten years from the Grant Date (five years for a Ten Percent
      Stockholder if the Option is an Incentive Stock
  Option)).




(II)
            Continuation of
      Services as Consultant/Advisor.  If a Grantee granted an
      Incentive Stock Option terminates employment but continues as a Consultant
      (no termination of Continuous Services), Grantee need not exercise an
      Incentive Stock Option within three months of termination of employment
      but shall be entitled to exercise within three months of termination of
      Continuous Services to the Company or the Subsidiary (one year in the
      event of Disability or death) or such lesser period specified in the Award
      Agreement (but in no event after the earlier of (i) the expiration date of
      the Option as set forth in the Award Agreement, and (ii) ten years from
      the Grant Date).  However, if Grantee does not exercise within
      three months of termination of employment, pursuant to Section 422 of
      the
      Code the Option shall not qualify as an Incentive Stock
      Option.






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(B)
            Disability and
      Death.  If a Grantee becomes Disabled while rendering
      Continuous Services to the Company or a Subsidiary, or dies while employed
      by the Company or Subsidiary or within three months thereafter, vested
      Options then held may be exercised by the Grantee, the Grantee’s personal
      representative, or by the person to whom the Option is transferred by the
      laws of descent and distribution, in whole or in part, at any time within
      one year after the termination because of the Disability or death or any
      lesser period specified in the Award Agreement (but in no event after the
      earlier of (i) the expiration date of the Option as set forth in the Award
      Agreement, and (ii) ten years from the Grant Date (five years for a Ten
      Percent Stockholder if the Option is an Incentive Stock
      Option).




Limitations on Grant of
Incentive Stock Options


7.3
            (a)
            Threshold.  The aggregate Fair
      Market Value (determined as of the Grant Date) of the Shares for which
      Incentive Stock Options may first become exercisable by any Grantee during
      any calendar year under this Plan, together with that of Shares subject to
      Incentive Stock Options first exercisable by such Grantee under any other
      plan of the Company or any Parent or Subsidiary, shall not exceed
      $100,000.  For purposes of this Section 7.3(a),
      all Options in excess of the $100,000 threshold shall be treated as
      Non-Qualified Stock Options notwithstanding the designation as Incentive
      Stock Options.  For this purpose, Options shall be taken into
      account in the order in which they were granted, and the Fair Market Value
      of the Shares shall be determined as of the date the Option with respect
      to such Shares is granted.




(b)
            Compliance with
      Section 422 of the Code.  There shall be imposed in the
      Award Agreement relating to Incentive Stock Options such terms and
      conditions as are required in order that the Option be an “incentive stock
      option” as that term is defined in Section 422 of the
  Code.




(c)
            Requirement of
      Employment.  No Incentive Stock Option may be granted to
      any person who is not an Employee of the Company or a Parent or Subsidiary
      of the Company.




8.
            RESTRICTED STOCK
      AWARDS




Grant of Restricted Stock
Awards




8.1                          
Subject to the terms and provisions of this Plan, the Administrator is
authorized to make awards of Restricted Stock to any Eligible Participant in
such amounts and subject to such terms and conditions as may be selected by the
Administrator.  The restrictions may lapse separately or in
combination at such times, under such circumstances, in such instalments, time
based or upon the satisfaction of performance goals or otherwise, as the
Administrator determines at the time of the grant of the Award or thereafter.
(See Performance Goals, Section 14.4).  All
awards of Restricted Stock shall be evidenced by Award Agreements.




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Consideration




8.2                          
Restricted Stock may be issued in connection with:




(a)
              Services.  Services
      rendered to the Company or an Affiliate (i.e. bonus);
    and/or


(b)
            Purchase
      Price.  A purchase price, as specified in the Award
      Agreement related to such Restricted
Stock.




Voting and
Dividends




8.3                          
Unless the Administrator in its sole and absolute discretion otherwise provides
in an Award Agreement, holders of Restricted Stock shall have the right to vote
such Restricted Stock and the right to receive any dividends declared or paid
with respect to such Restricted Stock.  The Administrator may provide
that any dividends paid on Restricted Stock must be reinvested in shares of
Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock.  All distributions,
if any, received by a Grantee with respect to Restricted Stock as a result of
any stock split, stock dividend, combination of shares, or other similar
transaction shall be subject to the restrictions applicable to the original
Award.




Forfeiture




8.4                         
In the case of an event of forfeiture pursuant to the Award Agreement, including
failure to satisfy the restriction period or a performance objective during the
applicable restriction period, any Restricted Stock that has not vested prior to
the event of forfeiture shall automatically expire, and all of the rights, title
and interest of the Grantee thereunder shall be forfeited in their entirety
including but not limited to any right to vote and receive dividends with
respect to the Restricted Stock.  Notwithstanding the foregoing, the
Administrator may provide in any Award Agreement that restrictions or forfeiture
conditions relating to Restricted Stock shall be waived in whole or in part in
the event of terminations resulting from specified causes, and the Administrator
may in other cases waive in whole or in part restrictions or forfeiture
conditions relating to Restricted Stock, provided such waiver is in accordance
with the Applicable Laws.




Certificates for Restricted
Stock




8.5                          
Restricted Stock granted under this Plan may be evidenced in such manner as the
Administrator shall determine, including by way of certificates.  The
Administrator may provide in an Award Agreement that either (i) the Secretary of
the Company shall hold such certificates for the Grantee’s benefit until such
time as the Restricted Stock is forfeited to the Company or the restrictions
lapse, (see Escrow; Pledge of Shares, Section 23)
or (ii) such certificates shall be delivered to the Grantee, provided, however,
that such certificates shall bear a legend or legends that comply with the
applicable securities laws and regulations and make appropriate reference to the
restrictions imposed under this Plan and the Award Agreement.




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9.
            UNRESTRICTED STOCK
      AWARDS




The Administrator may, in its sole
discretion, grant (or sell at Fair Market Value or such other higher purchase
price determined by the Administrator in the Award Agreement) an Award of
unrestricted Shares to any Grantee pursuant to which such Grantee may receive
Shares free of any restrictions under this Plan.




10.
            RESTRICTED STOCK
      UNITS




Grant of Restricted Stock
Units




10.1                        
Subject to the terms and provisions of this Plan, the Administrator is
authorized to make awards of Restricted Stock Units to any Eligible Participant
in such amounts and subject to such terms and conditions as may be selected by
the Administrator.  These restrictions may lapse separately or in
combination at such times, under such circumstances, in such instalments,
time-based or upon the satisfaction of performance goals or otherwise, as the
Administrator determines at the time of the grant of the Award or thereafter.
(See Performance Goals, Section 14.4).  All
awards of Restricted Stock Units shall be evidenced by Award
Agreements.




Number of Restricted Stock
Units




10.2                        
The Award Agreement shall specify the number of Share equivalent units granted
and such other provisions as the Administrator determines.




Consideration




10.3                        
Restricted Stock Units may be issued in connection with:


(a)
              Services.  Services
      rendered to the Company or an Affiliate (i.e. bonus);
    and/or


(b)
            Purchase
      Price.  A purchase price as specified in the Award
      Agreement related to such Restricted Stock
  Units.




No Voting
Rights




10.4                      
  The holders of Restricted Stock Units shall have no rights as
stockholders of the Company.




Dividend
Equivalency




10.5                     
  The Administrator, in its sole and absolute discretion, may provide
in an Award Agreement evidencing a grant of Restricted Stock Units that the
holder shall be entitled to receive, upon the Company’s payment of a cash
dividend on its outstanding Shares, a cash payment for each Restricted Stock
Unit.  (See Section 13,
Dividend Equivalent Right).  Such Award Agreement may also provide
that such cash payment shall be deemed reinvested in additional Restricted Stock
Units at a price per unit equal to the Fair Market Value of a Share on the date
that such dividend is paid.




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Creditor’s
Rights




10.6                        
A holder of Restricted Stock Units shall have no rights other than those of a
general creditor of the Company.  Restricted Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Award Agreement.




Settlement of Restricted
Stock Units




10.7                        
Each Restricted Stock Unit shall be paid and settled by the issuance of
Restricted Stock or unrestricted Shares in accordance with the Award Agreement
and if such settlement is subject to Section 409A of the Code only upon any one
or more of the following as provided for in the Award Agreement:




(a)
              a
      specific date or date determinable by a fixed
  schedule;


(b)
            upon
      the Eligible Participant’s termination of Continuous Services to the
      extent the same constitutes a separation from services for purposes of
      Section 409A of the Code except that if an Eligible Participant is a “key
      employee” as defined in Section 409A of the Code for such purposes, then
      payment or settlement shall occur 6 months following such separation of
      service;




(c)
              as
      a result of the Eligible Participant’s death or Disability;
    or


(d)
            in
      connection with or as a result of a Change in Control in compliance with
      Section 409A of the Code.




Forfeiture




10.8                        
Upon failure to satisfy any requirement for settlement as set forth in the Award
Agreement, including failure to satisfy any restriction period or performance
objective, any Restricted Stock Units held by the Grantee shall automatically
expire, and all of the rights, title and interest of the Grantee thereunder
shall be forfeited in their entirety including but not limited to any right to
receive dividends with respect to the Restricted Stock Units.




11.
            DIRECTOR SHARES AND
      DIRECTOR DEFERRED STOCK
UNITS




The grant of Awards of Shares to
Directors and the election by Directors to defer the receipt of the Awards of
Shares (“Deferred Stock
Units”) shall be governed by the provisions of Subpart A which is
attached hereto.  The provisions of Subpart A are attached hereto as
part of this Plan and are incorporated herein by reference.




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12.
            STOCK APPRECIATION
      RIGHTS




Awards of
SARs




12.1                       
An SAR is an award to receive a number of Shares (which may consist of
Restricted Stock), or cash, or Shares and cash, as determined by the
Administrator in accordance with Section 12.4
below, for services rendered to the Company.  A SAR may be awarded
pursuant to an Award Agreement that shall be in such form (which need not be the
same for each Grantee) as the Administrator shall from time to time approve, and
shall comply with and be subject to the terms and conditions of this
Plan.  A SAR may vary from Grantee to Grantee and between groups of
Grantees, and may be based upon performance objectives (See Performance Goals in
Section 14.4).




Term




12.2                        
The term of a SAR shall be set forth in the Award Agreement as determined by the
Administrator.




Exercise




12.3                       
 A Grantee desiring to exercise a SAR shall give written notice of such
exercise to the Company, which notice shall state the proportion of Shares and
cash that the Grantee desires to receive pursuant to the SAR exercised, subject
to the discretion of the Administrator.  Upon receipt of the notice
from the Grantee, subject to the Administrator’s election to pay cash as
provided in Section 12.4
below, the Company shall deliver to the person entitled thereto (i) a
certificate or certificates for Shares and/or (ii) a cash payment, in accordance
with Section 12.4
below.  The date the Company receives written notice of such exercise
hereunder is referred to in this Section 12
as the “exercise date”.




Number of Shares or Amount
of Cash




12.4                        
Subject to the discretion of the Administrator to substitute cash for Shares, or
some portion of the Shares for cash, the amount of Shares that may be issued
pursuant to the exercise of a SAR shall be determined by dividing: (i) the total
number of Shares as to which the SAR is exercised, multiplied by the amount by
which the Fair Market Value of the Shares on the exercise date exceeds the Fair
Market Value of a Share on the date of grant of the SAR; by (ii) the Fair Market
Value of a Share on the exercise date; provided, however, that fractional Shares
shall not be issued and in lieu thereof, a cash adjustment shall be
paid.  In lieu of issuing Shares upon the exercise of a SAR, the
Administrator in its sole discretion may elect to pay the cash equivalent of the
Fair Market Value of the Shares on the exercise date for any or all of the
Shares that would otherwise be issuable upon exercise of the SAR.




Effect of
Exercise




12.5                        
A partial exercise of a SAR shall not affect the right to exercise the remaining
SAR from time to time in accordance with this Plan and the applicable Award
Agreement with respect to the remaining shares subject to the SAR.




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Forfeiture




12.6                        
In the case of an event of forfeiture pursuant to the Award Agreement, including
failure to satisfy any restriction period or a performance objective, any SAR
that has not vested prior to the date of termination shall automatically expire,
and all of the rights, title and interest of the Grantee thereunder shall be
forfeited in their entirety.




13.
            DIVIDEND EQUIVALENT
      RIGHT




A dividend equivalent right is an Award
entitling the recipient to receive credits based on cash distributions that
would have been paid on the Shares specified in the dividend equivalent right
(or other Award to which it relates) if such Shares had been issued to and held
by the recipient (a “Dividend
Equivalent Right”).  A Dividend Equivalent Right may be granted
hereunder to any Grantee as a component of another Award or as a freestanding
Award.  The terms and conditions of Dividend Equivalent Right shall be
specified in the grant.  Dividend equivalents credited to the holder
of a Dividend Equivalent Right may be paid currently or may be deemed to be
reinvested in additional Shares, which may thereafter accrue additional
equivalents.  Any such reinvestment shall be at Fair Market Value on
the date of reinvestment. Dividend Equivalent Rights may be settled in cash or
Shares or a combination thereof, in a single instalment or instalments, all
determined in the sole discretion of the Administrator.  A Dividend
Equivalent Right granted as a component of another Award may provide that such
Dividend Equivalent Right shall be settled upon exercise, settlement, or payment
of, or lapse of restrictions on, such other Award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same
conditions as such other Award.  A Dividend Equivalent Right granted
as a component of another Award may also contain terms and conditions different
from such other Award.




14.
            TERMS AND CONDITIONS
      OF AWARDS




In
General




14.1                        
Subject to the terms of the Plan and Applicable Laws, the Administrator shall
determine the provisions, terms, and conditions of each Award including, but not
limited to, the Award vesting schedule, repurchase provisions, rights of first
refusal, forfeiture provisions, form of payment (cash, Shares, or other
consideration) upon settlement of the Award, payment contingencies, and
satisfaction of any performance criteria.




Term of
Award




14.2                        
The term of each Award shall be the term stated in the Award
Agreement.




Transferability


14.3
            (a)
            Limits on Transfer.  No right or
      interest of a Grantee in any unexercised or restricted Award may be
      pledged, encumbered or hypothecated to or in favor of any party other than
      to the Company or a Related Entity or Affiliate.  No Award shall
      be sold, assigned, transferred or disposed of by a Grantee other than by
      the laws of descent and distribution or, in the case of an Incentive Stock
      Option, pursuant to a domestic relations order that would satisfy Section
      414(p)(1)(A) of the Code if such Section applied to an Award under the
      Plan; provided, however, that the Administrator may (but need not) permit
      other transfers where the Administrator concludes that such
      transferability (i) does not result in accelerated taxation or other
      adverse tax consequences, (ii) does not cause any Option intended to be an
      Incentive Stock Option to fail to be described in Section 422(b) of the
      Code, and (iii) is otherwise appropriate and desirable, taking into
      account any factors deemed relevant, including, without limitation, state
      or federal tax or securities laws applicable to transferable
      Awards.




(b)
            Beneficiaries.  Notwithstanding
      Section 14.3(a),
      a Grantee may, in the manner determined by the Administrator, designate a
      beneficiary to exercise the rights of the Grantee and to receive any
      distribution with respect to any Award upon the Grantee’s
      death.  A beneficiary, legal guardian, legal representative or
      other person claiming any rights under the Plan is subject to all terms
      and conditions of the Plan and any Award Agreement applicable to the
      Grantee, except to the extent the Plan and such Award Agreement otherwise
      provide, and to any additional restrictions deemed necessary or
      appropriate by the Administrator.  If no beneficiary has been
      designated or survives the Grantee, payment shall be made to the Grantee’s
      estate. Subject to the foregoing, a beneficiary designation may be changed
      or revoked by a Grantee at any time, provided the change or revocation is
      filed with the Administrator.




Performance
Goals




14.4                        
In order to preserve the deductibility of an Award under Section 162(m) of the
Code, the Administrator may determine that any Award granted pursuant to this
Plan to a Grantee that is or is expected to become a Covered Employee shall be
determined solely on the basis of (a) the achievement by the Company or
Subsidiary of a specified target return, or target growth in return, on equity
or assets, (b) the Company’s stock price, (c) the Company’s total shareholder
return (stock price appreciation plus reinvested dividends) relative to a
defined comparison group or target over a specific performance period, (d) the
achievement by the Company or a Parent or Subsidiary, or a business unit of any
such entity, of a specified target, or target growth in, net income, earnings
per share, earnings before income and taxes, and earnings before income, taxes,
depreciation and amortization, or (e) any combination of the goals set forth in
(a) through (d) above.  If an Award is made on such basis, the
Administrator shall establish goals prior to the beginning of the period for
which such performance goal relates (or such later date as may be permitted
under Section 162(m) of the Code or the regulations thereunder but not later
than 90 days after commencement of the period of services to which the
performance goal relates), and the Administrator has the right for any reason to
reduce (but not increase) the Award, notwithstanding the achievement of a
specified goal.  Any payment of an Award granted with performance
goals shall be conditioned on the written certification of the Administrator in
each case that the performance goals and any other material conditions were
satisfied.




In addition, to the extent that Section
409A is applicable, (i) performance-based compensation shall also be contingent
on the satisfaction of pre-established organizational or individual performance
criteria relating to a performance period of at least 12 consecutive months in
which the Eligible Participant performs services and (ii) performance goals
shall be established not later than 90 calendar days after the beginning of any
performance period to which the performance goal relates, provided that the
outcome is substantially uncertain at the time the criteria are
established.




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Acceleration




14.5                       
The Administrator may, in its sole discretion (but subject to the limitations of
and compliance with Section 409A of the Code and Section 14.7 in connection
therewith), at any time (including, without limitation, prior to, coincident
with or subsequent to a Change of Control) determine that (a) all or a portion
of a Grantee’s Awards shall become fully or partially exercisable, and/or (b)
all or a part of the restrictions on all or a portion of the outstanding Awards
shall lapse, in each case, as of such date as the Administrator may, in its sole
discretion, declare.  The Administrator may discriminate among
Grantees and among Awards granted to a Grantee in exercising its discretion
pursuant to this Section 14.5.




Compliance with Section
162(m) of the Code




14.6                        
Notwithstanding any provision of this Plan to the contrary, if the Administrator
determines that compliance with Section 162(m) of the Code is required or
desired, all Awards granted under this Plan to Named Executive Officers shall
comply with the requirements of Section 162(m) of the Code.  In
addition, in the event that changes are made to Section 162(m) of the Code to
permit greater flexibility with respect to any Award or Awards under this Plan,
the Administrator may make any adjustments it deems appropriate.




Compliance with Section 409A
of the Code




14.7                       
 Notwithstanding any provision of this Plan to the contrary, if any
provision of this Plan or an Award Agreement contravenes any regulations or
Treasury guidance promulgated under Section 409A of the Code or could cause an
Award to be subject to the interest and penalties under Section 409A of the
Code, such provision of this Plan or any Award Agreement shall be modified to
maintain, to the maximum extent practicable, the original intent of the
applicable provision without violating the provisions of Section 409A of the
Code.  In addition, in the event that changes are made to Section 409A
of the Code to permit greater flexibility with respect to any Award under this
Plan, the Administrator may make any adjustments it deems
appropriate.




Section 280G of the
Code




14.8                        
Notwithstanding any other provision of this Plan to the contrary, unless
expressly provided otherwise in the Award Agreement, if the right to receive or
benefit from an Award under this Plan, either alone or together with payments
that a Grantee has a right to receive from the Company, would constitute a
“parachute payment” (as defined in Section 280G of the Code), all such payments
shall be reduced to the largest amount that shall result in no portion being
subject to the excise tax imposed by Section 4999 of the Code.




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Exercise
of Award Following Termination of Continuous Service




14.9                       
An Award may not be exercised after the termination date of such Award set forth
in the Award Agreement and may be exercised following the termination of a
Grantee’s Continuous Service only to the extent provided in the Award
Agreement.  Where the Award Agreement permits a Grantee to exercise an
Award following the termination of the Grantee’s Continuous Service for a
specified period, the Award shall terminate to the extent not exercised on the
last day of the specified period or the last day of the original term of the
Award, whichever occurs first.




Cancellation of
Awards




14.10                     
 In the event a Grantee’s Continuous Services has been terminated for
“Cause”, he or she shall immediately forfeit all rights to any and all Awards
outstanding.  The determination that termination was for Cause shall
be final and conclusive.  In making its determination, the Board shall
give the Grantee an opportunity to appear and be heard at a hearing before the
full Board and present evidence on the Grantee’s behalf.  Should any
provision to this Section 14.10.
be held to be invalid or illegal, such illegality shall not invalidate the whole
of this Section 14,
but, rather, this Plan shall be construed as if it did not contain the illegal
part or narrowed to permit its enforcement, and the rights and obligations of
the parties shall be construed and enforced accordingly.




15.
            ADDITIONAL TERMS IF
      THE COMPANY BECOMES LISTED ON A STOCK
  EXCHANGE




15.1                       
In the event the Shares become listed on a stock exchange, and only to the
extent required by the rules of such stock exchange, then the following terms
and conditions shall apply to an Award in addition to those contained herein, as
applicable:




(a)
            the
      exercise price of an Award must not be lower than the Fair Market Value
      (without discount) of the Shares on the stock exchange at the time the
      Award is granted;




(b)
            the
      exercise price of an Award granted to an Insider cannot be reduced, or the
      term of the Award cannot be extended to benefit an Insider, unless the
      Company obtains Disinterested Shareholder
  Approval;




(c)
            the
      number of securities issuable to Insiders, at any time, under all of the
      Company’s security based compensation arrangements (whether entered into
      prior to or subsequent to such listing), cannot exceed 10% of the
      Company’s total issued and outstanding Common Stock, unless the Company
      obtains Disinterested Shareholder Approval;
and




(d)
            the
      number of securities issued to Insiders, within any one year period, under
      all of the Company’s security based compensation arrangements (whether
      entered into prior to or subsequent to such listing), cannot exceed 10% of
      the issued and outstanding
      Common Stock, unless the Company obtains Disinterested Shareholder
      Approval.






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16.
            PAYMENT FOR SHARE
      PURCHASES




Payment




16.1                        
Payment for Shares purchased pursuant to this Plan may be made:




(a)
            Cash.  By
      cash, cashier’s check or wire transfer or, at the discretion of the
      Administrator expressly for the Grantee and where permitted by law as
      follows:




(b)
            Surrender of
      Shares.  By surrender of shares of Common Stock of the
      Company that have been owned by the Grantee for more than six months, or
      lesser period if the surrender of shares is otherwise exempt from Section
      16 of the Exchange Act, (and, if such shares were purchased from the
      Company by use of a promissory note, such note has been fully paid with
      respect to such shares);




(c)
            Deemed Net-Stock
      Exercise.  By forfeiture of Shares equal to the value of
      the exercise price pursuant to a “deemed net-stock exercise” by requiring
      the Grantee to accept that number of Shares determined in accordance with
      the following formula, rounded down to the nearest whole
      integer:





where:




a  =
            net
      Shares to be issued to Grantee;




b=
            number
      of Awards being exercised;




c=
            Fair
      Market Value of a Share; and




d=
            Exercise
      price of the Awards; or




(d)
            Broker-Assisted.  By
      delivering a properly executed exercise notice to the Company together
      with a copy of irrevocable instructions to a broker to deliver promptly to
      the Company the amount of sale or loan proceeds necessary to pay the
      exercise price and the amount of any required tax or other withholding
      obligations.




Combination of
Methods




16.2                        
By any combination of the foregoing methods of payment or any other
consideration or method of payment as shall be permitted by applicable corporate
law.




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17.
              WITHHOLDING
      TAXES




Withholding
Generally




17.1                        
Whenever Shares are to be issued in satisfaction of Awards granted under this
Plan or Shares are forfeited pursuant to a “deemed net-stock exercise,” the
Company may require the Grantee to remit to the Company an amount sufficient to
satisfy the foreign, federal, state, provincial, or local income and employment
tax withholding obligations, including, without limitation, on exercise of an
Award.  When, under applicable tax laws, a Grantee incurs tax
liability in connection with the exercise or vesting of any Award, the
disposition by a Grantee or other person of an Award or an Option prior to
satisfaction of the holding period requirements of Section 422 of the Code, or
upon the exercise of a Non-Qualified Stock Option, the Company shall have the
right to require such Grantee or such other person to pay by cash, or check
payable to the Company, the amount of any such withholding with respect to such
transactions.  Any such payment must be made promptly when the amount
of such obligation becomes determinable.




Stock for
Withholding




17.2                        
To the extent permissible under applicable tax, securities and other laws, the
Administrator may, in its sole discretion and upon such terms and conditions as
it may deem appropriate, permit a Grantee to satisfy his or her obligation to
pay any such withholding tax, in whole or in part, with Shares up to an amount
not greater than the Company’s minimum statutory withholding rate for federal
and state tax purposes, including payroll taxes, that are applicable to such
supplemental taxable income.  The Administrator may exercise its
discretion, by (i) directing the Company to apply Shares to which the Grantee is
entitled as a result of the exercise of an Award, or (ii) delivering to the
Company Shares that have been owned by the Grantee for more than six months,
unless the delivery of Shares is otherwise exempt from Section 16 of the
Exchange Act.  A Grantee who has made an election pursuant to this
Section 17.2
may satisfy his or her withholding obligation only with Shares that are not
subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.  The Shares so applied or delivered for the withholding
obligation shall be valued at their Fair Market Value as of the date of
measurement of the amount of income subject to withholding.




18.
            ADJUSTMENTS UPON
      CHANGES IN CAPITALIZATION




In
General




18.1                        
Subject to any required action by the shareholders of the Company, the number of
Shares covered by each outstanding Award, and the number of Shares which have
been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan, the exercise or purchase
price of each such outstanding Award, as well as any other terms that the
Administrator determines require adjustment shall be proportionately adjusted
for (i) any increase or decrease in the number of issued Shares resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Shares, or (ii) any other increase or decrease in the
number of issued Shares effected without receipt of consideration by the
Company; provided, however that conversion of any convertible securities of the
Company shall not be deemed to have been effected without receipt of
consideration. The Administrator shall make the appropriate adjustments to (i)
the maximum number and/or class of securities issuable under this Plan; and (ii)
the number and/or class of securities and the exercise price per Share in effect
under each outstanding Award in order to prevent the dilution or enlargement of
benefits thereunder; provided, however, that the number of Shares subject to any
Award shall always be a whole number and the Administrator shall make such
adjustments as are necessary to insure Awards of whole Shares. Such adjustment
shall be made by the Administrator and its determination shall be final, binding
and conclusive.




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Company’s Right to Effect
Changes in Capitalization




18.2                        
The existence of outstanding Awards shall not affect the Company’s right to
effect adjustments, recapitalizations, reorganizations or other changes in its
or any other corporation’s capital structure or business, any merger or
consolidation, any issuance of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Shares, the dissolution or liquidation of the
Company’s or any other corporation’s assets or business or any other corporate
act whether similar to the events described above or otherwise.




19.
            CORPORATE
      TRANSACTIONS/CHANGES IN CONTROL/RELATED ENTITY
      DISPOSITIONS




Company is Not the
Survivor




19.1                        
Subject to Section 19.3
and except as may otherwise be provided in an Award Agreement, the Administrator
shall have the authority, in its absolute discretion, exercisable either in
advance of any actual or anticipated Corporate Transaction, Change in Control or
Related Entity Disposition in which the Company is not the surviving
corporation, or at the time of an actual Corporate Transaction, Change in
Control or Related Entity Disposition in which the Company is not the surviving
corporation (a) to cancel each outstanding Award upon payment in cash to the
Grantee of the amount by which any cash and the Fair Market Value of any other
property which the Grantee would have received as consideration for the Shares
covered by the Award if the Award had been exercised before such Corporate
Transaction, Change in Control or Related Entity Disposition exceeds the
exercise price of the Award, or (b) to negotiate to have such Award assumed by
the surviving corporation.  The determination as to whether the
Company is the surviving corporation is at the sole and absolute discretion of
the Administrator.




In addition to the foregoing, in the
event of a dissolution or liquidation of the Company, or a Corporate Transaction
or Related Entity Disposition in which the Company is not the surviving
corporation, the Administrator, in its absolute discretion, may accelerate the
time within which each outstanding Award may be exercised.  Section
19.3 shall control with respect to any acceleration in vesting in the event of
Change of Control.




The Administrator shall also have the
authority:




(a)
            to
      release the Awards from restrictions on transfer and repurchase or
      forfeiture rights of such Awards on such terms and conditions as the
      Administrator may specify; and






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(b)
            to
      condition any such Award’s vesting and exercisability or release from such
      limitations upon the subsequent termination of the Continuous Service of
      the Grantee within a specified period following the effective date of the
      Corporate Transaction, Change in Control or Related Entity
      Disposition.




Effective upon the consummation of a
Corporate Transaction, Change in Control or Related Entity Disposition governed
by this Section 19.1,
all outstanding Awards under this Plan not exercised by the Grantee or assumed
by the successor corporation shall terminate.




Company is the
Survivor




19.2                        
In the event of a Corporate Transaction, Change in Control or Related Entity
Disposition in which the Company is the surviving corporation, the Administrator
shall determine the appropriate adjustment of the number and kind of securities
with respect to which outstanding Awards may be exercised, and the exercise
price at which outstanding Awards may be exercised.  The Administrator
shall determine, in its sole and absolute discretion, when the Company shall be
deemed to survive for purposes of this Plan.  Subject to any contrary
language in an Award Agreement evidencing an Award, any restrictions applicable
to such Award shall apply as well to any replacement shares received by the
Grantee as a result.




Change in
Control




19.3                        
If there is a Change of Control, all outstanding Awards shall fully vest
immediately upon the Company’s public announcement of such a
change.




20.
            PRIVILEGES OF STOCK
      OWNERSHIP




No Grantee shall have any of the rights
of a stockholder with respect to any Shares until the Shares are issued to the
Grantee.  After Shares are issued to the Grantee, the Grantee shall be
a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Grantee may become entitled to receive with respect to such Shares by virtue
of a stock dividend, stock split or any other change in the corporate or capital
structure of the Company shall be subject to the same restrictions as the
Restricted Stock.  The Company shall issue (or cause to be issued)
such stock certificate promptly upon exercise of the Award.




21.
            RESTRICTION ON
      SHARES




At the discretion of the Administrator,
the Company may reserve to itself and/or its assignee(s) in the Award Agreement
that the Grantee not dispose of the Shares for a specified period of time, or
that the Shares are subject to a right of first refusal or a right to repurchase
by the Company at the Shares’ Fair Market Value at the time of
sale.  The terms and conditions of any such rights or other
restrictions shall be set forth in the Award Agreement evidencing the
Award.




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22.
            CERTIFICATES






All certificates for Shares or other
securities delivered under this Plan shall be subject to such stock transfer
orders, legends and other restrictions as the Administrator may deem necessary
or advisable, including restrictions under any applicable federal, state or
foreign securities law, or any rules, regulations and other requirements of the
SEC or any stock exchange or automated quotation system upon which the Shares
may be listed or quoted.




23.
            ESCROW; PLEDGE OF
      SHARES




To enforce any restrictions on a
Grantee’s Shares, the Administrator may require the Grantee to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Administrator, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Administrator may
cause a legend or legends referencing such restrictions to be placed on the
certificates.




24.
            SECURITIES LAW AND
      OTHER REGULATORY COMPLIANCE




Compliance With Applicable
Law




24.1                        
An Award shall not be effective unless such Award is in compliance with all
applicable federal and state securities laws, rules and regulations of any
governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they are
in effect on the Grant Date and also on the date of exercise or other
issuance.  Notwithstanding any other provision in this Plan, the
Company shall have no obligation to issue or deliver certificates for Shares
under this Plan prior to (i) obtaining any approvals from governmental agencies
that the Company determines are necessary or advisable; and/or (ii) completion
of any registration or other qualification of such Shares under any state or
federal laws or rulings of any governmental body that the Company determines to
be necessary or advisable.  The Company shall be under no obligation
to register the Shares with the Securities Exchange Commission or to effect
compliance with the registration, qualification or listing requirements of any
state securities laws, stock exchange or automated quotation system, and the
Company shall have no liability for any inability or failure to do
so.  Evidences of ownership of Shares acquired pursuant to an Award
shall bear any legend required by, or useful for purposes of compliance with,
applicable securities laws, this Plan or the Award Agreement.




During any time when the Company has a
class of equity security registered under Section 12 of the Exchange Act, it is
the intent of the Company that Awards pursuant to this Plan and the exercise of
Awards granted hereunder shall qualify for the exemption provided by Rule 16b-3
under the Exchange Act.  To the extent that any provision of this Plan
or action by the Board or the Administrator does not comply with the
requirements of Rule 16b-3, it shall be deemed inoperative to the extent
permitted by law and deemed advisable by the Board or the Administrator, and
shall not affect the validity of this Plan.  In the event that Rule
16b-3 is revised or replaced, the Administrator may exercise its discretion to
modify this Plan in any respect necessary to satisfy the requirements of, or to
take advantage of any features of, the revised exemption or its
replacement.




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Investment
Representation




24.2                        
As a condition to the exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any Applicable
Laws.




25.
            NO OBLIGATION TO
      EMPLOY




Nothing in this Plan or any Award
granted under this Plan shall confer or be deemed to confer on any Grantee any
right to continue in the employ of, or to continue any other relationship with,
the Company or to limit in any way the right of the Company to terminate such
Grantee’s employment or other relationship at any time, with or without
Cause.




26.
            EFFECTIVE DATE AND
      TERM OF PLAN




This Plan shall become effective upon
the earlier to occur of its adoption by the Board or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten years
unless sooner terminated.




27.
            SHAREHOLDER
      APPROVAL




If required under Applicable Laws, this
Plan shall be subject to approval by the shareholders of the
Company.  The Administrator may grant Awards under this Plan prior to
approval by the shareholders.  In the event that shareholder approval
is required and not obtained all Awards previously granted under this Plan shall
be cancelled and of no force or effect.




28.
            AMENDMENT, SUSPENSION
      OR TERMINATION OF THIS PLAN OR
AWARDS




The Board may amend, suspend or
terminate this Plan at any time and for any reason.  To the extent
necessary to comply with Applicable Laws, the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as
required.  Shareholder approval shall be required for the following
types of amendments to this Plan: (i) any increase in Maximum Number of Shares
issuable under the Plan except for a proportional increase in the Maximum Number
as a result of stock split or stock dividend, or a change from a fixed Maximum
Number of Shares to a fixed maximum percentage; (ii) any change to those persons
who are entitled to become participants under the Plan which would have the
potential of broadening or increasing Insider participation; or (iii) the
addition of any form of financial assistance or amendment to a financial
assistance provision which is more favourable to Grantees.




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Further, the Board may, in its
discretion, determine that any amendment should be effective only if approved by
the shareholders even if such approval is not expressly required by this Plan or
by law.  No Award may be granted during any suspension of this Plan or
after termination of this Plan.




Any amendment, suspension or
termination of this Plan shall not affect Awards already granted, and such
Awards shall remain in full force and effect as if this Plan had not been
amended, suspended or terminated, unless mutually agreed otherwise between the
Grantee and the Administrator, which agreement must be in writing and signed by
the Grantee and the Company.  At any time and from time to time, the
Administrator may amend, modify, or terminate any outstanding Award or Award
Agreement without approval of the Grantee; provided however, that subject to the
applicable Award Agreement, no such amendment, modification or termination
shall, without the Grantee’s consent, reduce or diminish the value of such Award
determined as if the Award had been exercised, vested, cashed in or otherwise
settled on the date of such amendment or termination.




Notwithstanding any provision herein to
the contrary, the Administrator shall have broad authority to amend this Plan or
any outstanding Award under this Plan without approval of the Grantee to the
extent necessary or desirable: (i) to comply with, or take into account changes
in, applicable tax laws, securities laws, accounting rules and other applicable
laws, rules and regulations; or (ii) to ensure that an Award is not subject to
interest and penalties under Section 409A of the Code or the excise tax imposed
by Section 4999 of the Code.




Further, notwithstanding any provision
herein to the contrary, and subject to Applicable Law, the Administrator may, in
its absolute discretion, amend or modify this Plan: (i) to make amendments which
are of a “housekeeping” or clerical nature; (ii) to change the vesting
provisions of an Award granted hereunder, as applicable; (iii) to change the
termination provision of an Award granted hereunder, as applicable, which does
not entail an extension beyond the original expiry date of such Award; and (iv)
the addition of a cashless exercise feature, payable in cash or securities,
which provides for a full deduction of the number of underlying securities from
the Maximum Number.




29.
            RESERVATION OF
      SHARES




The Company, during the term of this
Plan, shall at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of this Plan.




The Shares to be issued hereunder upon
exercise of an Award may be either authorized but unissued; supplied to the Plan
through acquisitions of Shares on the open market; Shares forfeited back to the
Plan; Shares surrendered in payment of the exercise price of an Award; or Shares
withheld for payment of applicable employment taxes and/or withholding
obligations resulting from the exercise of an Award.




The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.




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30.
            EXCHANGE AND BUYOUT OF
      AWARDS




The Administrator may, at any time or
from time to time, authorize the Company, with the consent of the respective
Grantees, to issue new Awards in exchange for the surrender and cancellation of
any or all outstanding Awards.  The Administrator may at any time buy
from a Grantee an Award previously granted with payment in cash, Shares
(including Restricted Stock) or other consideration, based on such terms and
conditions as the Administrator and the Grantee may agree.




31.
            APPLICABLE TRADING
      POLICY




The Administrator and each Eligible
Participant will ensure that all actions taken and decisions made by the
Administrator or an Eligible Participant, as the case may be, pursuant to this
Plan comply with any Applicable Laws and policies of the Company relating to
insider trading or “blackout” periods.




32.
            GOVERNING
      LAW




The Plan shall be governed by the laws
of the State of Nevada, U.S.A.; provided, however, that any Award Agreement may
provide by its terms that it shall be governed by the laws of any other
jurisdiction as may be deemed appropriate by the parties thereto.




33.
            MISCELLANEOUS




Except as specifically provided in a
retirement or other benefit plan of the Company or a Related Entity, Awards
shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Company or a Related Entity, and
shall not affect any benefits under any other benefit plan of any kind or any
benefit plan subsequently instituted under which the availability or amount of
benefits is related to level of compensation. The Plan is not a “Retirement
Plan” or “Welfare Plan” under the Employee Retirement Income Security
Act of 1974, as amended.







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SUBPART
A




STOCK AND DEFERRED STOCK
UNITS FOR ELIGIBLE DIRECTORS






A.                      Stock
Award.  The Administrator shall pay Eligible Remuneration to
each Director pursuant to an Award Agreement.




B.                      Election.  Further,
the Administrator may, in its sole discretion, permit each Eligible Director to
receive all or any portion of his Eligible Remuneration during the Remuneration
Period in the form of Deferred Stock Units under this Plan (an “Election”).  All
deferrals pursuant to such an Election shall be evidenced by an Award
Agreement.




For purposes of this Subpart A, the
following definitions shall apply:




“Annual Retainer” for a
particular Director means the retainer (including any additional amounts payable
for serving as lead Director or on any committee of the Board), payable to that
Director for serving as a Director for the relevant Remuneration Period, as
determined by the Board;




“Attendance Fee” means amounts
payable annually to a Director as a Board meeting attendance fee or a committee
meeting attendance fee, or any portion thereof;




“Canadian Director” means a
Director who is a resident of Canada for the purposes of the Canadian Tax Act,
and whose income from employment by the Company or Related Entity is subject to
Canadian income tax, notwithstanding any provision of the Canada-United States
Income Tax Convention (1980), as amended;




“Canadian Tax Act” and “Canadian Tax Regulations”
means respectively the Income
Tax Act (Canada), as amended and the Income Tax Regulation promulgated
thereunder, as amended;




“Deferred Stock Unit” means a
right granted by the Company to an Eligible Director to receive, on a deferred
payment basis, Shares under this Plan;




“Eligible Director” is any
Director of this Company or Related Entity that the Administrator determines is
eligible to elect to receive Deferred Stock Units under this Plan;




“Eligible Remuneration” means
all amounts payable to an Eligible Director in Shares, including all or part of
amounts payable in satisfaction of the Annual Retainer, Attendance Fees or any
other fees relating to service on the Board which are payable to an Eligible
Director or in satisfaction of rights or property surrendered by an Eligible
Director to the Company; it being understood that the amount of Eligible
Remuneration payable to any Eligible Director may be calculated by the
Administrator in a different manner than Eligible Remuneration payable to
another Eligible Director in its sole and absolute discretion;




“Prescribed Plan or
Arrangement” means a prescribed plan or arrangement as defined in
s.6801(d) of the Canadian Tax Regulation;




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“Remuneration Period” means, as
applicable, (a) the period commencing on the Effective Date of this Plan and
ending on the last day of the calendar year in which the Effective Date occurs;
and (b) thereafter each subsequent calendar year, or where the context requires,
any portion of such period; and




“Salary Deferral Arrangement”
means a salary deferral arrangement as defined in the Canadian Tax
Act.




1.                      Election.  An
Eligible Director who desires to defer receipt of all or a portion of his or her
Eligible Remuneration in any calendar year shall make such election in writing
to the Company specifying:




(a)           the
dollar amount or percentage of Eligible Remuneration to be deferred;
and




(b)           the
deferral period.




Otherwise, such election must be made
before the first day of the calendar year in which the Eligible Remuneration
shall be payable, however a newly appointed Eligible Director shall be eligible
to defer payment of future Eligible Remuneration by providing written election
to the Company within 30 calendar days of his or her appointment to the Board of
Directors.  The elections made pursuant to this Section shall be
irrevocable with respect to Eligible Remuneration to which such elections
pertain and shall also apply to subsequent Eligible Remuneration payable in
future calendar years unless such Eligible Director notifies the Company in
writing, before the first day of the applicable calendar year, that he or she
desires to change such election.




If the Eligible Director does not
timely deliver an election in respect of a particular Remuneration Period, the
Eligible Director will receive the Eligible Remuneration as provided for in the
Award Agreement.




2.                      Determination Of Deferred
Stock Units.  The Company will maintain a separate account for
each Eligible Director to which it will quarterly credit Deferred Stock Units at
the end of March, June, September and December, or as otherwise determined by
the Administrator, the Deferred Stock Units granted to the Eligible Director for
the relevant Remuneration Period.  The number of Deferred Stock Units
(including fractional Deferred Stock Units, computed to three digits) to be
credited to an account for an Eligible Director will be determined on the date
approved by the Administrator by dividing the appropriate amount of Eligible
Remuneration to be deferred into Deferred Stock Units by the Fair Market Value
on that date.




3.                      No Voting
Rights.  The holders of Deferred Stock Units shall have no
rights as stockholders of the Company.




4.                      Dividend
Equivalency.  The Company will, on any date on which a cash or
stock dividend is paid on its outstanding Shares, credit to each Eligible
Director’s account that number of additional Deferred Stock Units (including
fractional Deferred Stock Units, computed to three digits) calculated by (i)
multiplying the amount of the dividend per Share by the number of Deferred Stock
Units in the account as of the record date for payment of the dividend, and (ii)
dividing the amount obtained in (i) by the Fair Market Value on the date on
which the dividend is paid.  (See Section 13
of the Plan, Dividend Equivalent Right).




--  2008 Stock Incentive Plan--
 --  Zoro Mining
Corp.  --
 A-2




5.                      Eligible Director’s
Account.  A written confirmation of the balance in each
Eligible Directors’ Account will be sent by the Company to the Eligible Director
upon request of the Eligible Director.




6.                      Creditor’s
Rights.  A holder of Deferred Stock Units shall have no rights
other than those of a general creditor of the Company.  Deferred Stock
Units represent an unfunded and unsecured obligation of the Company, subject to
the terms and condition of the applicable Award Agreement.




7.                      Settlement of Deferred Stock
Units.  Subject to Section 8, each Deferred Stock Unit shall be
paid and settled by the issuance of Restricted or unrestricted Shares in
accordance with the Award Agreement and if such settlement is subject to Section
409A of the Code only upon any one or more of the following as provided for in
the Award Agreement:




(a)
            a
      specific date or date determinable by a fixed
  schedule;




(b)
            upon
      the Eligible Director’s termination of Continuous Services to the extent
      the same constitutes a separation from services for the purposes of
      Section 409A of the Code except that if an Eligible Director is a “key
      employee” as defined in Section 409A of the Code for such purposes, then
      payment or settlement shall occur 6 months following such separation of
      service;




(c)
            as
      a result of the Eligible Director’s death or Disability;
  or




(d)
            in
      connection with or as a result of a Change in Control in compliance with
      409A of the Code.




The Company will issue one Share for
each whole Deferred Stock Unit credited to the Eligible Director’s account (net
of any applicable withholding tax as provided for in this Plan).  Such
payment shall be made by the Company as soon as reasonably possible following
the settlement date.  Fractional Shares shall not be issued, and where
the Eligible Director would be entitled to receive a fractional Shares in
respect of any fractional Deferred Stock Unit, the Company shall pay to such
Eligible Director, in lieu of such fractional Shares, cash equal to the Fair
Market Value of such fractional Shares calculated as of the day before such
payment is made, net of any applicable withholding tax.




8.                      Canadian
Directors.  If a Deferred Stock Unit is granted to an Eligible
Director who is a Canadian Director would otherwise constitute a Salary Deferred
Arrangement, the Award Agreement pertaining to that Deferred Stock Unit shall
contain such other or additional terms as will cause the Deferred Stock Unit to
be a Prescribed Plan or Arrangement.




9.                      Issuance of Stock
Certificates.  A stock certificate or certificates shall be
registered and issued in the name of the holder of Deferred Stock Units and
delivered to such holder as soon as practicable after such Deferred Stock Units
have become payable or satisfied in accordance with the terms of the
Plan




10.                    Non-Exclusivity.  Nothing
in this Subpart A shall prohibit the Administrator from making discretionary
Awards to Eligible Directors pursuant to the other provisions of this Plan or
outside this Plan, not otherwise inconsistent with these
provisions.




11.                    Defined
Terms.  Capitalized terms used in this Subpart A and not
defined herein have the meaning give in the Plan.











--  2008 Stock Incentive Plan--
 --  Zoro Mining
Corp.  --




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