EXHIBIT 10.1







                                STOCK OPTION PLAN







                                      FOR:







                              GENEVA RESOURCES INC.







                                   May 9, 2007







                              GENEVA RESOURCES INC.
           2533 N. Carson Street, Suite 125, Carson City, Nevada 89706


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                              GENEVA RESOURCES INC.


                                STOCK OPTION PLAN


                               ARTICLE 1. THE PLAN


1.1               TITLE

                  This plan is entitled the "STOCK  OPTION PLAN" (the "PLAN") of
Geneva Resources 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

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

         (a)      "BOARD" means the Board of Directors of the Company;

         (b)      "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;

         (c)      "CODE" means the United States INTERNAL  REVENUE CODE OF 1986,
                  as amended from time to time;

         (d)      "COMMON SHARES" means the common shares,  no par value, of the
                  Company;

         (e)      "CONSULTANT PARTICIPANT" means a Participant who is defined as
                  a Consultant Participant in Article 5 hereinbelow;


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         (f)      "CORPORATE  TRANSACTION",  unless  otherwise  defined  in  the
                  instrument evidencing the Option or in a written employment or
                  services  agreement  between the Company or a Related  Company
                  and a Participant, means consummation of either.

                    (i)  a merger or  consolidation  of the Company with or into
                         any other corporation, entity or person; or

                    (ii) 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;

         (g)      "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;

         (h)      "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;

         (i)      "EXCHANGE ACT" means the United States SECURITIES EXCHANGE ACT
                  OF 1934, as amended;

         (j)      "FAIR  MARKET  VALUE"  means the per share value of the Common
                  Shares determined as follows:

                    (i)  if the Common Shares are listed on an established stock
                         exchange or  exchanges or the NASDAQ  National  Market,
                         the  closing  price per share on the last  trading  day
                         immediately   preceding  such  date  on  the  principal
                         exchange  on  which  it is  traded  or as  reported  by
                         NASDAQ; or

                    (ii) if the Common Shares are not then listed on an exchange
                         or the  NASDAQ  National  Market,  but is quoted on the
                         NASDAQ Small Cap Market, the NASDAQ electronic bulletin
                         board or the National Quotation Bureau pink sheets, the
                         average of the closing  bid and asked  prices per share
                         for the  Common  Shares  as  quoted  by  NASDAQ  or the
                         National  Quotation  Bureau, as the case may be, on the
                         last trading day immediately preceding such date; or

                    (iii) if there is no such  reported  market  for the  Common
                         Shares  for  the  date  in  question,  then  an  amount
                         determined in good faith by the Plan Administrator;


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         (k)      "GRANT  DATE"  means the date on which the Plan  Administrator
                  completes  the  corporate  action  relating to the grant of an
                  Option 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 Options shall not defer the Grant Date;

         (l)      "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;

         (m)      "NONQUALIFIED  STOCK  OPTION"  means an Option  other  than an
                  Incentive Stock Option;

         (n)      "OPTION"  means the right to purchase  Common  Shares  granted
                  under Article 7 hereinbelow;

         (o)      "OPTION  EXPIRATION DATE" has the meaning set forth in Article
                  7.6 hereinbelow;

         (p)      "OPTION  TERM"  has the  meaning  set  forth  in  Article  7.3
                  hereinbelow;

         (q)      "PARTICIPANT"  means the  person to whom an Option is  granted
                  and who meets the eligibility  requirements imposed by Article
                  5 hereinbelow, including Consultant Participants as defined in
                  Article 5;

         (r)      "PARTICIPANT"  means the  person to whom an Option is  granted
                  and who meets the eligibility  requirements imposed by Article
                  5 hereinbelow, including Consultant Participants as defined in
                  Article 5;

         (s)      "PLAN  ADMINISTRATOR" has the meaning set forth in Article 3.1
                  hereinbelow;

         (t)      "RELATED   COMPANY"   means  any  entity  that,   directly  or
                  indirectly, is in control of or is controlled by the Company;

         (u)      "RELATED PARTY TRANSACTION" means:

                    (i)  a merger or  consolidation  of the Company in which the
                         holders  of  Common  Shares  immediately  prior  to the
                         merger hold at least a majority of the Common Shares in
                         the Successor Corporation immediately after the merger;

                    (ii) 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;


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                    (iii) a mere reincorporation of the Company; or

                    (iv) 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;

         (v)      "RETIREMENT",   unless   otherwise   defined   by   the   Plan
                  Administrator  from  time to time for  purposes  of the  Plan,
                  means   retirement  on  or  after  the   individual's   normal
                  retirement  date  under  the  Company's  401(k)  plan or other
                  similar successor plan applicable to salaried employees;

         (w)      "SECURITIES  ACT" means the United  States  SECURITIES  ACT OF
                  1933, as amended;

         (x)      "SUCCESSOR  CORPORATION"  has the meaning set forth in Article
                  11.3.1 hereinbelow; and

         (y)      "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
                  hereinbelow.


                            ARTICLE 3. ADMINISTRATION

3.1               PLAN ADMINISTRATOR

                  The Plan  shall be  administered  by the Board or a  committee
appointed  by, and  consisting  of one or more  members of, the Board (the "PLAN
ADMINISTRATOR").  If and so long  as the  Common  Shares  are  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) "NONEMPLOYEE  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  Options  under the Plan,
including  the  selection  of  individuals  to be granted  Options,  the type of
Options,  the  number  of  Common  Shares  subject  to  an  Option,  all  terms,
conditions,  restrictions and limitations, if any, of an Option and the terms of
any instrument that evidences the Option. The Plan Administrator shall also have
exclusive  authority  to  interpret  the  Plan and the  terms of any  instrument
evidencing  the  Option  and may from time to time  adopt and  change  rules and


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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.


                      ARTICLE 4. STOCK SUBJECT TO THE PLAN

4.1               AUTHORIZED NUMBER OF SHARES

                  Subject to adjustment from time to time as provided in Article
11.1  hereinbelow,  the number of Common Shares available for issuance under the
Plan shall be 5,000,000 shares.

4.2               REUSE OF SHARES

                  Any  Common  Shares  that have been made  subject to an Option
that  cease to be subject to the Option  (other  than by reason of  exercise  or
settlement of the Option to the extent it is exercised for or settled in shares)
shall again be  available  for  issuance  in  connection  with future  grants of
Options 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
hereinabove, subject to adjustment from time to time as provided in Article 11.1
hereinbelow;   and  provided,   further,   that  for  purposes  of  Article  4.3
hereinbelow,   any  such  shares  shall  be  counted  in  accordance   with  the
requirements of Section 162(m) of the Code.

4.3               LIMITATIONS

                  Subject to adjustment from time to time as provided in Article
11.1  hereinbelow,  not more than an  aggregate  of  5,000,000  shares  shall be
available for issuance pursuant to grants of Stock Options under the Plan.


                             ARTICLE 5. ELIGIBILITY

                  An Option 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 Option 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 or an alter ego entity of the natural  person  providing
the services; (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.


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                               ARTICLE 6. OPTIONS

6.1               FORM AND GRANT OF OPTIONS

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

6.2               SETTLEMENT OF OPTIONS

                  The Company may settle Options  through the delivery of Common
Shares,  the granting of replacement  Options or any combination  thereof as the
Plan Administrator  shall determine.  Any Option  settlement,  including payment
deferrals  or payments  deemed  made by way of the  settlement  of  pre-existing
indebtedness from the Company,  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 Option 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. GRANTS OF OPTIONS

7.1               GRANT OF OPTIONS

                  The Plan Administrator  shall have the authority,  in its sole
discretion, to grant Options as Incentive Stock Options or as Nonqualified 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.

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.


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                  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
hereinbelow.  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 delivery of consideration equal to the product
of  the  Option  exercise  price  and  the  number  of  shares  purchased.  Such
consideration  must be in accordance with the  requirements of the Chapter 78 of
the NEVADA REVISED STATUTES and the Articles of Incorporation  and Bylaws of the
Company,  must be paid before the Company will issue the shares being  purchased
and  must  be in a form  or a  combination  of  forms  acceptable  to  the  Plan
Administrator  for that purchase.  As set forth in Article 6.2 hereinabove,  any
Option settlement, including payment deferrals or payments deemed made by way of
the settlement of pre-existing  indebtedness from the Company, may be subject to
such conditions,  restrictions and contingencies as the Plan Administrator shall
determine.

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 hereinbelow,
                  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  for  reasons  other than  Cause,  Retirement,
                           Disability  or death,  the day which is three  months
                           after such Employment Termination Date;


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                  (ii)     if  the  Participant's  Employment  Termination  Date
                           occurs by reason of Retirement,  Disability or death,
                           the   one-year   anniversary   of   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 (c) the  Option
                  Expiration  Date and (d) the one-year  anniversary of 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   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)      A Participant's transfer of employment or service relationship
                  between or among the  Company and any  Related  Company,  or a
                  change in status  from an  employee  to a  consultant,  agent,
                  advisor or independent contractor or a change in status from a
                  consultant,  agent,  advisor or  independent  contractor to an
                  employee,  shall not be considered a termination of employment
                  or service relationship for purposes of this Article 7. Unless
                  the Plan Administrator  determines otherwise, a termination of
                  employment or service relationship shall be deemed to occur if
                  a Participant's  employment or service relationship is with an
                  entity that has ceased to be a Related Company.

         (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.


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                  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  Shares  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  Nonqualified  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 Shares 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 less  than  100% of the Fair  Market  Value of the
Common Shares 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  three  months,  unless  the  Participant's  reemployment
                  rights are guaranteed by statute or contract.


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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 Option.  The  Company  shall not be required to issue any shares
Common Shares 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 Common  Shares
                  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


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                                      -11-


         (d)      surrendering any Common Shares 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).


                            ARTICLE 10. ASSIGNABILITY

                  Neither an Option 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  Options  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 Option or may
permit a Participant  to designate a beneficiary  who may exercise the Option or
receive  payment  under the  Option  after the  Participant's  death;  provided,
however,  that any Option so assigned or transferred shall be subject to all the
terms  and  conditions  of the  Plan  and  those  contained  in  the  instrument
evidencing the Option.


                             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  Common Shares, 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 Common  Shares 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  hereinabove  and the maximum  number and kind of  securities
that may be made  subject to Options  and to  Options to any  individual  as set
forth in Article  4.3  hereinbelow,  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, hereinbelow.


<PAGE>


                                      -12-


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
shall  terminate  immediately  prior to the  dissolution  or  liquidation of the
Company. To the extent a forfeiture  provision or repurchase right applicable to
an Option has not been  waived by the Plan  Administrator,  the Option  shall be
forfeited   immediately   prior  to  the  consummation  of  the  dissolution  or
liquidation.

11.3              CORPORATE TRANSACTION

         (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) hereinbelow,  each 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 Shares  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 Shares 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  Shares  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 Shares subject  thereto,  to be solely Common Shares of
                  the Successor  Corporation  substantially equal in fair market
                  value to the per share  consideration  received  by holders of
                  Common Shares 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.


<PAGE>


                                      -13-


         (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 OPTIONS

                  Subject  to  Articles  11.2  and  11.3  hereinabove,  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 Options.  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,  Options 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  Options  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  Options  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.

11.6              FRACTIONAL SHARES

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


<PAGE>


                                      -14-


                      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,  and only if  applicable,  that to the extent  required  for
compliance  with  Section 422 of the Code or any  applicable  law or  regulation
only, 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  Option  shall not,  without  the
Participant's  consent,  materially adversely affect any rights under any Option
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
this Article 12 shall not be subject to these restrictions.


                               ARTICLE 13. GENERAL

13.1              EVIDENCE OF OPTIONS

                  Options 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.


<PAGE>


                                      -15-


13.2              NO INDIVIDUAL RIGHTS

         Nothing  in the Plan or any  Option  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.

13.3              ISSUANCE OF SHARES

                  Notwithstanding  any other  provision of the Plan, the Company
shall have no obligation to issue or deliver any Common Shares 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 Common Shares,
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 Option
provides  for issuance of stock  certificates  to reflect the issuance of Common
Shares,  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 or Stock 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 Option.

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.


<PAGE>


                                      -16-


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
Options  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 Common  Shares,  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.

13.8              SEVERABILITY

         If any provision of the Plan or any Option is determined to be invalid,
illegal or  unenforceable  in any  jurisdiction,  or as to any person,  or would
disqualify  the Plan or any Option 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 Option,  such provision  shall be stricken as to such  jurisdiction,
person or Option, and the remainder of the Plan and any such Option shall remain
in full force and effect.

13.9              CHOICE OF LAW

         The Plan and all determinations  made and actions taken pursuant hereto
shall be governed  by the laws of the State of Nevada,  U.S.A.,  without  giving
effect to principles of conflicts of law.


                           ARTICLE 14. EFFECTIVE DATE

         This  Plan is dated  and made  effective  as  approved  by the board of
directors and the shareholders of the Company on May 9, 2007.


                      BY ORDER OF THE BOARD OF DIRECTORS OF
                              GENEVA RESOURCES INC.
                              Per: "MARCUS JOHNSON"

                                 MARCUS JOHNSON
                       Marcus Johnson, CEO and a director
                                   __________