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






AQUA SOCIETY, INC.

2006 STOCK INCENTIVE PLAN

Established December 21, 2006

ARTICLE 1. 
THE PLAN

1.1 Title 

This plan is entitled the "2006 Stock Incentive Plan" (the "Plan")
of Aqua Society, Inc., a Nevada corporation (the "Company").

1.2 Purpose

The purpose of the Plan is to enhance the long-term stockholder
value of the Company by offering opportunities to directors, officers, employees
and eligible consultants of the Company and any Related Company, as defined
below, to acquire and maintain stock ownership in the Company in order to give
these persons the opportunity to participate in the Company's growth and
success, and to encourage them to remain in the service of the Company or a
Related Company. 

ARTICLE 2. 
DEFINITIONS 

2.1 Definitions

The following terms will have the following meanings in the Plan:


"Award" means any Option granted under this Plan. 

"Board" means the Board of Directors of the Company. 

"Cause," unless otherwise defined in the instrument
evidencing the award or in an employment or services agreement between the
Company or a Related Company and a Participant, means a material breach of the
employment or services agreement, dishonesty, fraud, misconduct, unauthorized
use or disclosure of confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations), in each case
as determined by the Plan Administrator, and its determination shall be
conclusive and binding. 

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

"Common Stock" means the shares of common stock, par value
$0.00001 per share, of the Company. 

“Consultant” means any consultant, agent, advisor or
independent contractor who provides services to the Company or a Related
Company, but does not include an officer or director of the Company.

"Consultant Participant" means a Participant who is defined
as a Consultant Participant in Article 5. 

1




"Corporate Transaction," unless otherwise defined in the
instrument evidencing the Award or in a written employment or services agreement
between the Company or a Related Company and a Participant, means consummation
of either:

	(a) 	a merger or consolidation of the Company with or into any other
      corporation, entity or person or 
	 	 
	(b) 	a sale, lease, exchange or other transfer in one transaction or a
      series of related transactions of all or substantially all the Company's
      outstanding securities or all or substantially all the Company's assets;
      provided, however, that a Corporate Transaction shall not include a
      Related Party Transaction. 


"Disability," unless otherwise defined by the Plan
Administrator, means a mental or physical impairment of the Participant that is
expected to result in death or that has lasted or is expected to last for a
continuous period of 12 months or more and that causes the Participant to be
unable, in the opinion of the Company, to perform his or her duties for the
Company or a Related Company and to be engaged in any substantial gainful
activity. 

"Employment Termination Date" means, with respect to a
Participant, the first day upon which the Participant no longer has an
employment or service relationship with the Company or any Related Company.

"Exchange Act" means the Securities Exchange Act of 1934,
as amended. 

"Fair Market Value" means the per share value of the Common
Stock determined as follows: (a) if the Common Stock is listed on an established
stock exchange or exchanges or the NASDAQ National Market, the average closing
price per share during the ten (10) trading days immediately preceding such date
on the principal exchange on which it is traded or as reported by NASDAQ; (b) if
the Common Stock is not then listed on an exchange or the NASDAQ National
Market, but is quoted on the NASDAQ Capital Market, the OTC Bulletin Board
service or the Pink Sheets electronic quotation service, the average of the
closing bid and ask prices per share for the Common Stock as quoted by NASD, the
OTC Bulletin Board or the Pink Sheets, as the case may be, during the ten (10)
trading days immediately preceding such date; or (c) if there is no such
reported market for the Common Stock for the date in question, then an amount
determined in good faith by the Plan Administrator.

"Grant Date" means the date on which the Plan Administrator
completes the corporate action relating to the grant of an Award or such later
date specified by the Plan Administrator, and on which all conditions precedent
to the grant have been satisfied, provided that conditions to the exercisability
or vesting of Awards shall not defer the Grant Date. 

"Incentive Stock Option" means an Option granted with the
intention, as reflected in the instrument evidencing the Option, that it qualify
as an "incentive stock option" as that term is defined in Section 422 of the
Code. 

"Non-Qualified Stock Option" means an Option other than an
  Incentive Stock Option. 

"Option" means the right to purchase Common Stock granted
  under Article 7.

 "Option Expiration Date" has the meaning set forth in Article
  7.6. 

"Option Term" has the meaning set forth in Article 7.3.


"Participant" means the person to whom an Award is granted
and who meets the eligibility requirements imposed by Article 5, including
Consultant Participants, as defined in Article 5. 

2




"Plan Administrator" has the meaning set forth in Article
3.1. 

"Related Company" means any entity that, directly or
indirectly, is in control of or is controlled by the Company. 

"Related Party Transaction" means: (a) a merger or
consolidation of the Company in which the holders of shares of Common Stock
immediately prior to the merger hold at least a majority of the shares of Common
Stock in the Successor Corporation immediately after the merger; (b) a sale,
lease, exchange or other transaction in one transaction or a series of related
transactions of all or substantially all the Company's assets to a wholly-owned
subsidiary corporation; (c) a mere reincorporation of the Company; or (d) a
transaction undertaken for the sole purpose of creating a holding company that
will be owned in substantially the same proportion by the persons who held the
Company's securities immediately before such transaction. 

"Securities Act" means the Securities Act of 1933, as
amended. 

"Successor Corporation" has the meaning set forth in
Article 11.3(a) . 

"Vesting Commencement Date" means the Grant Date or such
other date selected by the Plan Administrator as the date from which the Option
begins to vest for purposes of Article 7.4. 

ARTICLE 3. 
ADMINISTRATION 

3.1 Plan Administrator 

The Plan shall be administered by the Board or a committee
appointed by, and consisting of two or more members of, the Board (the "Plan
Administrator"). If and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the
members of any committee acting as Plan Administrator, with respect to any
persons subject or likely to become subject to Section 16 of the Exchange Act,
the provisions regarding (a) "outside directors" as contemplated by Section
162(m) of the Code and (b) "non-employee directors" as contemplated by Rule
16b-3 under the Exchange Act. Committee members shall serve for such term as the
Board may determine, subject to removal by the Board at any time. At any time
when no committee has been appointed to administer the Plan, then the Board will
be the Plan Administrator.

3.2 Administration and Interpretation by Plan Administrator


Except for the terms and conditions explicitly set forth in the
Plan, the Plan Administrator shall have exclusive authority, in its discretion,
to determine all matters relating to Awards under the Plan, including the
selection of individuals to be granted Awards, the type of Awards, the number of
shares of Common Stock subject to an Award, all terms, conditions, restrictions
and limitations, if any, of an Award and the terms of any instrument that
evidences the Award. The Plan Administrator shall also have exclusive authority
to interpret the Plan and the terms of any instrument evidencing the Award and
may from time to time adopt and change rules and regulations of general
application for the Plan's administration. The Plan Administrator's
interpretation of the Plan and its rules and regulations, and all actions taken
and determinations made by the Plan Administrator pursuant to the Plan, shall be
conclusive and binding on all parties involved or affected. The Plan
Administrator may delegate administrative duties to such of the Company's
officers as it so determines. 

3




ARTICLE 4. 
STOCK SUBJECT TO THE PLAN

4.1 Authorized Number of Shares 

Subject to adjustment from time to time as provided in this
Article 4.1 and in Article 11.1, the maximum aggregate number of shares of
Common Stock available for issuance under the Plan shall be Seven Million
(7,000,000) shares.

The maximum aggregate number of shares of Common Stock that may be
optioned and sold under the Plan will be increased effective the first day of
each of the Company’s fiscal quarters, beginning with the fiscal quarter
commencing April 1, 2007, (the “Adjustment Date”) by an amount equal to the
lesser of:

	 	(1) 	that number of shares equal to 15% of the outstanding shares of Common
      Stock on the applicable Adjustment Date, less (a) the number of shares of
      Common Stock that may be optioned and sold under the Plan prior to the
      Adjustment Date, and (b) the number of shares of Common Sock that may be
      optioned and sold under any other stock option plan of the Company in
      effect as of the Adjustment Date; or 
	 	 	 
	 	(2) 	such lesser number of shares of Common Stock as may be determined by
      the Board. 


4.2 Reuse of Shares 

Any shares of Common Stock that have been made subject to an Award
that cease to be subject to the Award (other than by reason of exercise or
settlement of the Award to the extent it is exercised for or settled in shares)
shall again be available for issuance in connection with future grants of Awards
under the Plan. In the event shares issued under the Plan are reacquired by the
Company pursuant to any forfeiture provision or right of repurchase, such shares
shall again be available for the purposes of the Plan; provided, however, that
the maximum number of shares that may be issued upon the exercise of Incentive
Stock Options shall equal the share number stated in Article 4.1, subject to
adjustment from time to time as provided in Article 11.1; and provided, further,
that for purposes of Article 4.3, any such shares shall be counted in accordance
with the requirements of Section 162(m) of the Code. 

ARTICLE 5. 
ELIGIBILITY 

5.1 Plan Eligibility

An Award may be granted to any officer, director or employee of
the Company or a Related Company that the Plan Administrator from time to time
selects. An Award may also be granted to any consultant, agent, advisor or
independent contractor who provides services to the Company or any Related
Company (a “Consultant Participant”), so long as such Consultant Participant:
(a) is a natural person; (b) renders bona fide services that are not in
connection with the offer and sale of the Company's securities in a
capital-raising transaction; and (c) does not directly or indirectly promote or
maintain a market for the Company's securities. 

4




ARTICLE 6. 
AWARDS 

6.1 Form and Grant of Awards 

The Plan Administrator shall have the authority, in its sole
discretion, to determine the type or types of Awards to be granted under the
Plan. Awards may be granted singly or in combination. 

6.2 Settlement of Awards 

The Company may settle Awards through the delivery of shares of
Common Stock, the granting of replacement Awards or any combination thereof as
the Plan Administrator shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Plan Administrator shall determine. The Plan Administrator may permit or
require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits into
deferred stock equivalents. 

ARTICLE 7. 
AWARDS OF OPTIONS

7.1 Grant of Options 

The Plan Administrator shall have the authority, in its sole
discretion, to grant Options to Participants as Incentive Stock Options or as
Non-Qualified Stock Options, which shall be appropriately designated.

7.2 Option Exercise Price 

The exercise price for shares purchased under an Option shall be
as determined by the Plan Administrator, provided that:

	(a) 	the exercise price for Options granted to Participants other than
      Consultant Participants shall not be less than the minimum exercise price
      required by Article 8.3 with respect to Incentive Stock Options and shall
      not be less than 75% of the Fair Market Value of the Common Stock on the
      Grant Date with respect to Non-Qualified Stock Options; 
	 	 
	(b) 	the exercise price for Options granted to Consultant Participants
      shall not be less than 75% of the Fair Market Value of the Common Stock on
      the Grant Date. 


7.3 Term of Options 

Subject to earlier termination in accordance with the terms of the
Plan and the instrument evidencing the Option, the maximum term of an Option
(the "Option Term") shall be as established for that Option by the Plan
Administrator or, if not so established, shall be ten years from the Grant Date.


7.4 Exercise of Options 

The Plan Administrator shall establish and set forth in each
instrument that evidences an Option the time at which, or the installments in
which, the Option shall vest and become exercisable, any of which provisions may
be waived or modified by the Plan Administrator at any time. 

5




The Plan Administrator, in its sole discretion, may adjust the
vesting schedule of an Option held by a Participant who works less than
"full-time" as that term is defined by the Plan Administrator or who takes a
Company-approved leave of absence. 

To the extent an Option has vested and become exercisable, the
Option may be exercised in whole or from time to time in part by delivery to the
Company of a written stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised, the
restrictions imposed on the shares purchased under such exercise agreement, if
any, and such representations and agreements as may be required by the Plan
Administrator, accompanied by payment in full as described in Article 7.5. An
Option may be exercised only for whole shares and may not be exercised for less
than a reasonable number of shares at any one time, as determined by the Plan
Administrator. 

7.5 Payment of Exercise Price 

The exercise price for shares purchased under an Option shall be
paid in full to the Company by the delivery of consideration equal to the
product of the Option exercise price and the number of shares purchased. Such
consideration must be paid before the Company will issue the shares being
purchased and must be delivered in the form of a check or bank draft or other
method of payment or some combination thereof as may be acceptable to the Plan
Administrator for that purchase.

7.6 Post-Termination Exercises 

The Plan Administrator shall establish and set forth, in each
instrument that evidences an Option, whether the Option shall continue to be
exercisable, and the terms and conditions of such exercise, if the Participant
ceases to be employed by, or to provide services to, the Company or a Related
Company, which provisions may be waived or modified by the Plan Administrator at
any time. If not so established in the instrument evidencing the Option, the
Option shall be exercisable according to the following terms and conditions,
which may be waived or modified by the Plan Administrator at any time: 

	(a) 	Except as otherwise set forth in this Article 7.6, any portion of an
      Option that is not vested and exercisable on the Employment Termination
      Date shall expire on such date. 
	 	 
	(b) 	Any portion of an Option that is vested and exercisable on the
      Employment Termination Date shall expire on the earliest to occur of:
  



	 	(i) 	if the Participant's Employment Termination Date occurs by reason of
      retirement, resignation or for any other reasons other than for Cause,
      Disability or death, the day which is thirty (30) days after such
      Employment Termination Date; 
	 	 	 
	 	(ii) 	if the Participant's Employment Termination Date occurs by reason of
      Disability or death, the day which is six (6) months after such Employment
      Termination Date; and 
	 	 	 
	 	(iii) 	the last day of the Option Term (the "Option Expiration Date").
  


Notwithstanding the foregoing, if the
Participant dies after his or her Employment Termination Date, but while an
Option is otherwise exercisable, the portion of the Option that is vested and
exercisable on such Employment Termination Date shall expire upon the earlier to
occur of: (A) the Option Expiration Date, and (B) the day which is six (6)
months after the date of death, unless the Plan Administrator determines
otherwise. 

Also notwithstanding the foregoing, in
case of termination of the Participant's employment or service relationship for
Cause, all Options granted to that Participant shall automatically expire 

6





		upon first notification to the Participant of such termination, unless
      the Plan Administrator determines otherwise. If a Participant's employment
      or service relationship with the Company is suspended pending an
      investigation of whether the Participant shall be terminated for Cause,
      all the Participant's rights under any Option shall likewise be suspended
      during the period of investigation. If any facts that would constitute
      termination for Cause are discovered after the Participant's relationship
      with the Company or a Related Company has ended, any Option then held by
      the Participant may be immediately terminated by the Plan Administrator,
      in its sole discretion. 
	 	 
	(c) 	Unless the Plan Administrator determines otherwise, a termination of
      the Participant’s status as an employee, officer, director or Consultant
      of the Company or any Related Company (the “Original Position”), other
      than a termination for Cause, death or Disability, the Participant shall
      not be deemed to have ceased to be employed by or to have ceased providing
      services to the Company or any Related Company, provided that the
      Participant acts as an employee, officer, director or Consultant of the
      Company or a Related Company eligible to receive an Award under the
      provisions of Article 5, in another capacity, immediately upon the
      termination of the Original Position. 
	 	 
	(d) 	The effect of a Company-approved leave of absence on the application
      of this Article 7 shall be determined by the Plan Administrator, in its
      sole discretion. 
	 	 
	(e) 	If a Participant's employment or service relationship with the Company
      or a Related Company terminates by reason of Disability or death, the
      Option shall become fully vested and exercisable for all the shares
      subject to the Option. Such Option shall remain exercisable for the time
      period set forth in this Article 7.6. 


ARTICLE 8. 
INCENTIVE STOCK OPTION LIMITATIONS


Notwithstanding any other provisions of the Plan, and to the
extent required by Section 422 of the Code, Incentive Stock Options shall be
subject to the following additional terms and conditions: 

8.1 Dollar Limitation 

To the extent the aggregate Fair Market Value (determined as of
the Grant Date) of Common Stock with respect to which Incentive Stock Options
are exercisable for the first time during any calendar year (under the Plan and
all other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Non-Qualified Stock Option. In the
event the Participant holds two or more such Options that become exercisable for
the first time in the same calendar year, such limitation shall be applied on
the basis of the order in which such Options are granted. 

8.2 Eligible Employees 

Individuals who are not employees of the Company or one of its
parent corporations or subsidiary corporations may not be granted Incentive
Stock Options. 

8.3 Exercise Price 

The exercise price of an Incentive Stock Option shall be at least
100% of the Fair Market Value of the Common Stock on the Grant Date, and in the
case of an Incentive Stock Option granted to a Participant who owns more than
10% of the total combined voting power of all classes of the stock of the
Company or of its parent or subsidiary corporations (a "Ten Percent
Stockholder"), shall not be 

7




less than 110% of the Fair Market Value of the Common Stock on the
Grant Date. The determination of more than 10% ownership shall be made in
accordance with Section 422 of the Code. 

8.4 Exercisability 

An Option designated as an Incentive Stock Option shall cease to
qualify for favorable tax treatment as an Incentive Stock Option to the extent
it is exercised (if permitted by the terms of the Option) (a) more than three
months after the Employment Termination Date if termination was for reasons
other than death or disability, (b) more than one year after the Employment
Termination Date if termination was by reason of disability, or (c) after the
Participant has been on leave of absence for more than 90 days, unless the
Participant's reemployment rights are guaranteed by statute or contract. 

8.5 Taxation of Incentive Stock Options 

In order to obtain certain tax benefits afforded to Incentive
Stock Options under Section 422 of the Code, the Participant must hold the
shares acquired upon the exercise of an Incentive Stock Option for two years
after the Grant Date and one year after the date of exercise. A Participant may
be subject to the alternative minimum tax at the time of exercise of an
Incentive Stock Option. The Participant shall give the Company prompt notice of
any disposition of shares acquired on the exercise of an Incentive Stock Option
prior to the expiration of such holding periods. 

8.6 Code Definitions 

For the purposes of this Article 8, "parent corporation",
"subsidiary corporation" and "disability" shall have the meanings attributed to
those terms for purposes of Section 422 of the Code. 

ARTICLE 9. 
WITHHOLDING 

9.1 General 

The Company may require the Participant to pay to the Company the
amount of any taxes that the Company is required by applicable federal, state,
local or foreign law to withhold with respect to the grant, vesting or exercise
of an Award. The Company shall not be required to issue any shares Common Stock
under the Plan until such obligations are satisfied. 

9.2 Payment of Withholding Obligations in Cash or Shares


The Plan Administrator may permit or require a Participant to
satisfy all or part of his or her tax withholding obligations by: (a) paying
cash to the Company, (b) having the Company withhold from any cash amounts
otherwise due or to become due from the Company to the Participant, (c) having
the Company withhold a portion of any shares of Common Stock that would
otherwise be issued to the Participant having a value equal to the tax
withholding obligations (up to the employer's minimum required tax withholding
rate), or (d) surrendering any shares of Common Stock that the Participant
previously acquired having a value equal to the tax withholding obligations (up
to the employer's minimum required tax withholding rate to the extent the
Participant has held the surrendered shares for less than six months). 

8




ARTICLE 10. 
ASSIGNABILITY 

10.1 Assignment

Neither an Award nor any interest therein may be assigned, pledged
or transferred by the Participant or made subject to attachment or similar
proceedings other than by will or by the applicable laws of descent and
distribution, and, during the Participant's lifetime, such Awards may be
exercised only by the Participant. Notwithstanding the foregoing, and to the
extent permitted by Section 422 of the Code, the Plan Administrator, in its sole
discretion, may permit a Participant to assign or transfer an Award or may
permit a Participant to designate a beneficiary who may exercise the Award or
receive payment under the Award after the Participant's death; provided,
however, that any Award so assigned or transferred shall be subject to all the
terms and conditions of the Plan and those contained in the instrument
evidencing the Award. 

ARTICLE 11. 
ADJUSTMENTS 

11.1 Adjustment of Shares 

In the event, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure,
including, without limitation, a Related Party Transaction, results in: (a) the
outstanding shares of Common Stock, or any securities exchanged therefor or
received in their place, being exchanged for a different number or kind of
securities of the Company or of any other corporation, or (b) new, different or
additional securities of the Company or of any other corporation being received
by the holders of shares of Common Stock of the Company, then the Plan
Administrator shall make proportional adjustments in: (i) the maximum number and
kind of securities subject to the Plan and issuable as Incentive Stock Options
as set forth in Article 4 and the maximum number and kind of securities that may
be made subject to Awards to any individual as set forth in Article 4.3, and
(ii) the number and kind of securities that are subject to any outstanding Award
and the per share price of such securities, without any change in the aggregate
price to be paid therefor. The determination by the Plan Administrator as to the
terms of any of the foregoing adjustments shall be conclusive and binding.
Notwithstanding the foregoing, a dissolution or liquidation of the Company or a
Corporate Transaction shall not be governed by this Article 11.1 but shall be
governed by Articles 11.2 and 11.3, respectively. 

11.2 Dissolution or Liquidation 

To the extent not previously exercised or settled, and unless
otherwise determined by the Plan Administrator in its sole discretion, Options
denominated in units shall terminate immediately prior to the dissolution or
liquidation of the Company. To the extent a forfeiture provision or repurchase
right applicable to an Award has not been waived by the Plan Administrator, the
Award shall be forfeited immediately prior to the consummation of the
dissolution or liquidation. 

11.3 Corporate Transaction 

Options 

	(a) 	In the event of a Corporate Transaction, except as otherwise provided
      in the instrument evidencing an Option (or in a written employment or
      services agreement between a Participant and the Company or Related
      Company) and except as provided in subsection (b) below, each
  


9





		outstanding Option shall be assumed or an equivalent option or right
      substituted by the surviving corporation, the successor corporation or its
      parent corporation, as applicable (the "Successor Corporation"). 
	 	 
	(b) 	If, in connection with a Corporate Transaction, the Successor
      Corporation refuses to assume or substitute for an Option, then each such
      outstanding Option shall become fully vested and exercisable with respect
      to 100% of the unvested portion of the Option. In such case, the Plan
      Administrator shall notify the Participant in writing or electronically
      that the unvested portion of the Option specified above shall be fully
      vested and exercisable for a specified time period. At the expiration of
      the time period, the Option shall terminate, provided that the Corporate
      Transaction has occurred. 
	 	 
	(c) 	For the purposes of this Article 11.3, the Option shall be considered
      assumed or substituted for if following the Corporate Transaction the
      option or right confers the right to purchase or receive, for each share
      of Common Stock subject to the Option immediately prior to the Corporate
      Transaction, the consideration (whether stock, cash, or other securities
      or property) received in the Corporate Transaction by holders of Common
      Stock for each share held on the effective date of the transaction (and if
      holders were offered a choice of consideration, the type of consideration
      chosen by the holders of a majority of the outstanding shares); provided,
      however, that if such consideration received in the Corporate Transaction
      is not solely common stock of the Successor Corporation, the Plan
      Administrator may, with the consent of the Successor Corporation, provide
      for the consideration to be received upon the exercise of the Option, for
      each share of Common Stock subject thereto, to be solely common stock of
      the Successor Corporation substantially equal in fair market value to the
      per share consideration received by holders of Common Stock in the
      Corporate Transaction. The determination of such substantial equality of
      value of consideration shall be made by the Plan Administrator and its
      determination shall be conclusive and binding. 
	 	 
	(d) 	All Options shall terminate and cease to remain outstanding
      immediately following the Corporate Transaction, except to the extent
      assumed by the Successor Corporation. 


11.4 Further Adjustment of Awards 

Subject to Articles 11.2 and 11.3, the Plan Administrator shall
have the discretion, exercisable at any time before a sale, merger,
consolidation, reorganization, liquidation or change of control of the Company,
as defined by the Plan Administrator, to take such further action as it
determines to be necessary or advisable, and fair and equitable to the
Participants, with respect to Awards. Such authorized action may include (but
shall not be limited to) establishing, amending or waiving the type, terms,
conditions or duration of, or restrictions on, Awards so as to provide for
earlier, later, extended or additional time for exercise, lifting restrictions
and other modifications, and the Plan Administrator may take such actions with
respect to all Participants, to certain categories of Participants or only to
individual Participants. The Plan Administrator may take such action before or
after granting Awards to which the action relates and before or after any public
announcement with respect to such sale, merger, consolidation, reorganization,
liquidation or change of control that is the reason for such action. 

11.5 Limitations 

The grant of Awards shall in no way affect the Company's right to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets. 

10




11.6 Fractional Shares 

In the event of any adjustment in the number of shares covered by
any Award, each such Award shall cover only the number of full shares resulting
from such adjustment. 

ARTICLE 12. 
AMENDMENT AND TERMINATION 

12.1 Amendment or Termination of Plan 

The Board may suspend, amend or terminate the Plan or any portion
of the Plan at any time and in such respects as it shall deem advisable;
provided, however, that to the extent required for compliance with Section 422
of the Code or any applicable law or regulation, stockholder approval shall be
required for any amendment that would: (a) increase the total number of shares
available for issuance under the Plan, (b) modify the class of employees
eligible to receive Options, or (c) otherwise require stockholder approval under
any applicable law or regulation. Any amendment made to the Plan that would
constitute a "modification" to Incentive Stock Options outstanding on the date
of such amendment shall not, without the consent of the Participant, be
applicable to such outstanding Incentive Stock Options but shall have
prospective effect only. 

12.2 Term of Plan 

Unless sooner terminated as provided herein, the Plan shall
terminate ten years after the earlier of the Plan's adoption by the Board and
approval by the stockholders. 

12.3 Consent of Participant 

The suspension, amendment or termination of the Plan or a portion
thereof or the amendment of an outstanding Award shall not, without the
Participant's consent, materially adversely affect any rights under any Award
theretofore granted to the Participant under the Plan. Any change or adjustment
to an outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to
Article 11 shall not be subject to these restrictions. 

ARTICLE 13. 
GENERAL 

13.1 Evidence of Awards 

Awards granted under the Plan shall be evidenced by a written
instrument that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not
inconsistent with the Plan. 

13.2 No Individual Rights 

Nothing in the Plan or any Award granted under the Plan shall be
deemed to constitute an employment contract or confer or be deemed to confer on
any Participant any right to continue in the employ of, or to continue any other
relationship with, the Company or any Related Company or limit in any way the
right of the Company or any Related Company to terminate a Participant's
employment or other relationship at any time, with or without Cause. 

11




13.3 Issuance of Shares 

Notwithstanding any other provision of the Plan, the Company shall
have no obligation to issue or deliver any shares of Common Stock under the Plan
or make any other distribution of benefits under the Plan unless, in the opinion
of the Company's counsel, such issuance, delivery or distribution would comply
with all applicable laws (including, without limitation, the requirements of the
Securities Act), and the applicable requirements of any securities exchange or
similar entity. 

The Company shall be under no obligation to any Participant to
register for offering or resale or to qualify for exemption under the Securities
Act, or to register or qualify under state securities laws, any shares of Common
Stock, security or interest in a security paid or issued under, or created by,
the Plan, or to continue in effect any such registrations or qualifications if
made. The Company may issue certificates for shares with such legends and
subject to such restrictions on transfer and stop-transfer instructions as
counsel for the Company deems necessary or desirable for compliance by the
Company with federal and state securities laws. 

To the extent the Plan or any instrument evidencing an Award
provides for issuance of stock certificates to reflect the issuance of shares of
Common Stock, the issuance may be effected on a noncertificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock
exchange. 

13.4 No Rights as a Stockholder 

No Option denominated in units shall entitle the Participant to
any cash dividend, voting or other right of a stockholder unless and until the
date of issuance under the Plan of the shares that are the subject of such
Award. 

13.5 Compliance With Laws and Regulations 

Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who are
officers or directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other
Participants. Additionally, in interpreting and applying the provisions of the
Plan, any Option granted as an Incentive Stock Option pursuant to the Plan
shall, to the extent permitted by law, be construed as an "incentive stock
option" within the meaning of Section 422 of the Code. 

13.6 Participants in Other Countries 

The Plan Administrator shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to
comply with provisions of the laws of other countries in which the Company or
any Related Company may operate to assure the viability of the benefits from
Awards granted to Participants employed in such countries and to meet the
objectives of the Plan. 

13.7 No Trust or Fund 

The Plan is intended to constitute an "unfunded" plan. Nothing
contained herein shall require the Company to segregate any monies or other
property, or shares of Common Stock, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any
Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company. 

12




13.8 Severability 

If any provision of the Plan or any Award is determined to be
invalid, illegal or unenforceable in any jurisdiction, or as to any person, or
would disqualify the Plan or any Award under any law deemed applicable by the
Plan Administrator, such provision shall be construed or deemed amended to
conform to applicable laws, or, if it cannot be so construed or deemed amended
without, in the Plan Administrator's determination, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect. 

13.9 Choice of Law 

The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the laws of the United States,
shall be governed by the laws of the State of Nevada without giving effect to
principles of conflicts of law. 

ARTICLE 14. 
EFFECTIVE DATE 

14.1 Effective Date of Plan

The effective date is the date on which the Plan is adopted by the
Board. If the stockholders of the Company do not approve the Plan within 12
months after the Board's adoption of the Plan, any Incentive Stock Options
granted under the Plan will be treated as Non-Qualified Stock Options. 

13