Exhibit
      10.3

    Gran
      Tierra Energy Inc.

     

    2007
      Equity Incentive Plan

     

    Adopted:
      August 9, 2007

    Approved
      By Stockholders: October 10, 2007

    Amended
      by the Board: December 20, 2007

    Amended
      by the Board: January 14, 2008

    Amended
      by the Board: October 9, 2008

    Approved
      by the Stockholders: November 14, 2008

     

    
      	1.	
              General
                Purposes.

            


    

     

    (a) Amendment
      and Restatement.
      The Plan
      is intended as a complete amendment and restatement of the Company’s 2005 Equity
      Incentive Plan (the “Prior
      Plan”).
      All
      outstanding stock awards granted under the Prior Plan shall remain subject
      to
      the terms of the Prior Plan. All Stock Awards granted subsequent to the
      effective date of this Plan shall be subject to the terms of this Plan.


     

    (b) Eligible
      Stock Award Recipients.
      The
      persons eligible to receive Stock Awards are Employees, Directors and
      Consultants.

     

    (c) Available
      Stock Awards.
      The
      purpose of the Plan is to provide a means by which eligible recipients of Stock
      Awards may be given an opportunity to benefit from increases in value of the
      Common Stock through the granting of the following Stock Awards: (i) Options,
      (ii) Restricted Stock Awards, (iii) Stock Appreciation Rights, (iv) Restricted
      Stock Units and (v) Other Stock Awards.

     

    (d) General
      Purpose.
      The
      Company, by means of the Plan, seeks to retain the services of the group of
      persons eligible to receive Stock Awards, to secure and retain the services
      of
      new members of this group and to provide incentives for such persons to exert
      maximum efforts for the success of the Company and its Affiliates.

     

    
      	2.	
              Definitions.

            


    

     

    (a) “Affiliate”
      means
      any
“parent corporation” or “subsidiary corporation” of the Company, whether now or
      hereafter existing, as those terms are defined in Sections 424(e) and (f),
      respectively, of the Code. The Board shall have the authority to determine
      the
      time or times at which “parent corporation” or “subsidiary corporation” status
      is determined within the foregoing definition.

     

    (b) “Board”
      means
      the
      Board of Directors of the Company.

     

    (c) “Capitalization
      Adjustment”
      has
      the
      meaning ascribed to that term in Section 11(a).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) “Change
      in Control”
      means
      the
      occurrence, in a single transaction or in a series of related transactions,
      of
      any one or more of the following events: 

     

    (i) any
      Exchange Act Person becomes the Owner, directly or indirectly, of securities
      of
      the Company representing more than fifty percent (50%) of the combined voting
      power of the Company’s then outstanding securities other than by virtue of a
      merger, consolidation or similar transaction. Notwithstanding the foregoing,
      a
      Change in Control shall not be deemed to occur (A) on account of the acquisition
      of securities of the Company by an institutional investor, any affiliate thereof
      or any other Exchange Act Person that acquires the Company’s securities in a
      transaction or series of related transactions that are primarily a private
      financing transaction for the Company or (B) solely because the level of
      Ownership held by any Exchange Act Person (the “Subject
      Person”)
      exceeds the designated percentage threshold of the outstanding voting securities
      as a result of a repurchase or other acquisition of voting securities by the
      Company reducing the number of shares outstanding, provided that if a Change
      in
      Control would occur (but for the operation of this sentence) as a result of
      the
      acquisition of voting securities by the Company, and after such share
      acquisition, the Subject Person becomes the Owner of any additional voting
      securities that, assuming the repurchase or other acquisition had not occurred,
      increases the percentage of the then outstanding voting securities Owned by
      the
      Subject Person over the designated percentage threshold, then a Change in
      Control shall be deemed to occur;

     

    (ii) there
      is
      consummated a merger, consolidation or similar transaction involving (directly
      or indirectly) the Company if, immediately after the consummation of such
      merger, consolidation or similar transaction, the stockholders of the Company
      immediately prior thereto do not Own, directly or indirectly, either (A)
      outstanding voting securities representing more than fifty percent (50%) of
      the
      combined outstanding voting power of the surviving Entity in such merger,
      consolidation or similar transaction or (B) more than fifty percent (50%) of
      the
      combined outstanding voting power of the parent of the surviving Entity in
      such
      merger, consolidation or similar transaction;

     

    (iii) there
      is
      consummated a sale, lease, license or other disposition of all or substantially
      all of the consolidated assets of the Company and its Subsidiaries, other than
      a
      sale, lease, license or other disposition of all or substantially all of the
      consolidated assets of the Company and its Subsidiaries to an Entity, more
      than
      fifty percent (50%) of the combined voting power of the voting securities of
      which are Owned by stockholders of the Company in substantially the same
      proportion as their Ownership of the Company immediately prior to such sale,
      lease, license or other disposition; or

     

    (iv) individuals
      who, on the date this Plan is adopted by the Board, are members of the Board
      (the “Incumbent
      Board”)
      cease
      for any reason to constitute at least a majority of the members of the Board;
      provided,
      however,
      that if
      the appointment or election (or nomination for election) of any new Board member
      was approved or recommended by a majority vote of the members of the Incumbent
      Board then still in office, such new member shall, for purposes of this Plan,
      be
      considered as a member of the Incumbent Board).

     

    The
      term
      Change in Control shall not include a sale of assets, merger or other
      transaction effected exclusively for the purpose of changing the domicile of
      the
      Company.


    
      
        
        

      

      
        2.

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing or any other provision of this Plan, the definition of Change
      in
      Control (or any analogous term) in an individual written agreement between
      the
      Company or any Affiliate and the Participant shall supersede the foregoing
      definition with respect to Stock Awards subject to such agreement (it being
      understood, however, that if no definition of Change in Control or any analogous
      term is set forth in such an individual written agreement, the foregoing
      definition shall apply).

     

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

     

    (f) “Committee”
      means a
      committee of one or more members of the Board appointed by the Board in
      accordance with Section 3(c).

     

    (g) “Common
      Stock”
      means
      the common stock of the Company.

     

    (h) “Company”
      means
      Gran Tierra Energy Inc., a Nevada corporation.

     

    (i) “Consultant”
      means
      any person, including an advisor, (i) engaged by the Company or an Affiliate
      to
      render consulting or advisory services and who is compensated for such services
      or (ii) serving as a member of the Board of Directors of an Affiliate and who
      is
      compensated for such services. However, the term “Consultant” shall not include
      Directors who are not compensated by the Company for their services as
      Directors, and the payment of a director’s fee by the Company for services as a
      Director shall not cause a Director to be considered a “Consultant” for purposes
      of the Plan.

     

    (j) “Continuous
      Service”
      means
      that the Participant’s service with the Company or an Affiliate, whether as an
      Employee, Director or Consultant, is not interrupted or terminated. A change
      in
      the capacity in which the Participant renders service to the Company or an
      Affiliate as an Employee, Consultant or Director or a change in the entity
      for
      which the Participant renders such service, provided that there is no
      interruption or termination of the Participant’s service with the Company or an
      Affiliate, shall not terminate a Participant’s Continuous Service; provided,
      however, if
      the
      Entity for which a Participant is rendering services ceases to qualify as an
      Affiliate, as determined by the Board in its sole discretion, such Participant’s
      Continuous Service shall be considered to have terminated on the date such
      Entity ceases to qualify as an Affiliate. For example, a change in status from
      an employee of the Company to a consultant to an Affiliate or to a Director
      shall not constitute an interruption of Continuous Service. To the extent
      permitted by law, the Board or the chief executive officer of the Company,
      in
      that party’s sole discretion, may determine whether Continuous Service shall be
      considered interrupted in the case of any leave of absence approved by that
      party, including sick leave, military leave or any other personal leave.
      Notwithstanding the foregoing, a leave of absence shall be treated as Continuous
      Service for purposes of vesting in a Stock Award only to such extent as may
      be
      provided in the Company’s leave of absence policy or in the written terms of the
      Participant’s leave of absence.

     

    (k) “Corporate
      Transaction”
      means
      the occurrence, in a single transaction or in a series of related transactions,
      of any one or more of the following events:


    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    

     

    (i) the
      consummation of a sale or
      other
      disposition of all or substantially all, as determined by the Board in its
      discretion, of the consolidated assets of the Company and its
      Subsidiaries;

     

    (ii) the
      consummation of a sale or other disposition of at least fifty percent (50%)
      of
      the outstanding securities of the Company; 

     

    (iii) the
      consummation of a merger, consolidation or similar transaction following which
      the Company is not the surviving corporation; or

     

    (iv) the
      consummation of a merger, consolidation or similar transaction following which
      the Company is the surviving corporation but the shares of Common Stock
      outstanding immediately preceding the merger, consolidation or similar
      transaction are converted or exchanged by virtue of the merger, consolidation
      or
      similar transaction into other property, whether in the form of securities,
      cash
      or otherwise.

     

    (l) “Covered
      Employee”
      shall
      have the meaning provided in Section 162(m)(3) of the Code. 

     

    (m) “Director”
      means a
      member of the Board.

     

    (n) “Disability”
      means
      the permanent and total disability of a person within the meaning of Section
      22(e)(3) of the Code.

     

    (o) “Disinterested
      Stockholders”
      means
      all of the stockholders of the Company except Insiders of the Company who are
      eligible to receive Stock Awards, and such Insiders’ associates.

     

    (p) “Employee”
      means
      any person employed by the Company or an Affiliate. Service as a Director or
      payment of a director’s fee by the Company for such service or for service as a
      member of the Board of Directors of an Affiliate shall not be sufficient to
      constitute “employment” by the Company or an Affiliate.

     

    (q) “Entity”
      means a
      corporation, partnership, limited liability company or other
      entity.

     

    (r) “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended.

     

    (s) “Exchange
      Act Person”
      means
      any natural person, Entity or “group” (within the meaning of Section 13(d) or
      14(d) of the Exchange Act), except that “Exchange Act Person” shall not include
      (A) the Company or any Subsidiary of the Company, (B) any employee benefit
      plan
      of the Company or any Subsidiary of the Company or any trustee or other
      fiduciary holding securities under an employee benefit plan of the Company
      or
      any Subsidiary of the Company, (C) an underwriter temporarily holding securities
      pursuant to an offering of such securities, or (D) an Entity Owned, directly
      or
      indirectly, by the stockholders of the Company in substantially the same
      proportions as their Ownership of stock of the Company. 


    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

     

    (t) “Fair
      Market Value”
      means,
      as of any date, the value of the Common Stock determined as
      follows:

     

    (i) If
      the
      Common Stock is listed on any established stock exchange or traded on the Nasdaq
      Global Select Market, Nasdaq Global Market or the Nasdaq Capital Market, the
      Fair Market Value of a share of Common Stock, unless otherwise determined by
      the
      Board, shall be the closing sales price for such stock (or the closing bid,
      if
      no sales were reported) as quoted on such exchange or market (or the exchange
      or
      market with the greatest volume of trading in the Common Stock) on the day
      of
      determination (or if such day of determination does not fall on a market trading
      day, then the last market trading day prior to the day of determination), as
      reported in a source the Board deems reliable. 

     

    (ii) In
      the
      absence of such markets for the Common Stock, the Fair Market Value shall be
      determined in good faith by the Board and in a manner that complies with
      Sections 409A and 422 of the Code.

     

    (u) “Insider”
      means an
“insider” as defined under the policies of the Toronto Stock Exchange, as
      amended from time to time, which includes, among others, Directors and TSX
      Officers of the Company.

     

    (v) “Non-Employee
      Director”
      means a
      Director who either (i) is not currently an employee or officer of the Company
      or its parent or a subsidiary, does not receive compensation, either directly
      or
      indirectly, from the Company or its parent or a subsidiary, for services
      rendered as a consultant or in any capacity other than as a Director (except
      for
      an amount as to which disclosure would not be required under Item 404(a) of
      Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)),
      does not possess an interest in any other transaction for which disclosure
      would
      be required under Item 404(a) of Regulation S-K, and is not engaged in a
      business relationship for which disclosure would be required pursuant to
      Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
“non-employee director” for purposes of Rule 16b-3.

     

    (w) “Officer”
      means a
      person who is an officer of the Company within the meaning of Section 16 of
      the Exchange Act and the rules and regulations promulgated
      thereunder.

     

    (x) “Option”
      means a
      stock option granted pursuant to the Plan that is not intended to qualify as
      an
“incentive stock option” within the meaning of Section 422 of the Code and the
      regulations promulgated thereunder.

     

    (y) “Option
      Agreement”
      means a
      written agreement between the Company and an Optionholder evidencing the terms
      and conditions of an individual Option grant. Each Option Agreement shall be
      subject to the terms and conditions of the Plan.

     

    (z) “Optionholder”
      means a
      person to whom an Option is granted pursuant to the Plan or, if applicable,
      such
      other person who holds an outstanding Option.

     

    (aa) “Other
      Stock Award”
      means an
      award based in whole or in part by reference to the Common Stock which is
      granted pursuant to the terms and conditions of Section 7(d).


    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    

     

    (bb) “Outside
      Director”
      means a
      Director who either (i) is not a current employee of the Company or an
“affiliated corporation” (within the meaning of Treasury Regulations promulgated
      under Section 162(m) of the Code), is not a former employee of the Company
      or an
“affiliated corporation” who receives compensation for prior services (other
      than benefits under a tax qualified retirement plan) during the taxable year,
      has not been an officer of the Company or an “affiliated corporation,” and does
      not receive remuneration from the Company or an “affiliated corporation,” either
      directly or indirectly, in any capacity other than as a Director or (ii) is
      otherwise considered an “outside director” for purposes of Section 162(m) of the
      Code. 

     

    (cc) “Own,” “Owned,”
      “Owner,” “Ownership”
      A person
      or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to
      have acquired “Ownership” of securities if such person or Entity, directly or
      indirectly, through any contract, arrangement, understanding, relationship
      or
      otherwise, has or shares voting power, which includes the power to vote or
      to
      direct the voting, with respect to such securities.

     

    (dd) “Participant”
      means a
      person to whom a Stock Award is granted pursuant to the Plan or, if applicable,
      such other person who holds an outstanding Stock Award.

     

    (ee) “Plan”
      means
      this Gran Tierra Energy Inc. 2007 Equity Incentive Plan.

     

    (ff) “Restricted
      Stock Award”
      means an
      award of shares of Common Stock which is granted pursuant to the terms and
      conditions of Section 7(a).

     

    (gg) “Restricted
      Stock Unit”
      means a
      right to receive shares of Common Stock which is granted pursuant to the terms
      and conditions of Section 7(b).

     

    (hh) “Rule
      16b-3”
      means
      Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3,
      as
      in effect from time to time.

     

    (ii) “Securities
      Act”
      means
      the Securities Act of 1933, as amended.

     

    (jj) “Stock
      Appreciation Right”
      means a
      right to receive the appreciation on Common Stock that is granted pursuant
      to
      the terms and conditions of Section 7(c).

     

    (kk) “Stock
      Award”
      means
      any right granted under the Plan, including an Option, Restricted Stock Award,
      Restricted Stock Unit, Stock Appreciation Right and Other Stock
      Award.

     

    (ll) “Stock
      Award Agreement”
      means a
      written agreement between the Company and a holder of a Stock Award evidencing
      the terms and conditions of an individual Stock Award grant. Each Stock Award
      Agreement shall be subject to the terms and conditions of the Plan.

     

    (mm) “Subsidiary”
      means,
      with respect to the Company, (i) any corporation of which more than fifty
      percent (50%) of the outstanding capital stock having ordinary voting power
      to
      elect a majority of the board of directors of such corporation (irrespective
      of
      whether, at the time, stock of any other class or classes of such corporation
      shall have or might have voting power by reason of the happening of any
      contingency) is at the time, directly or indirectly, Owned by the Company,
      and
      (ii) any partnership in which the Company has a direct or indirect interest
      (whether in the form of voting or participation in profits or capital
      contribution) of more than fifty percent (50%).


    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

     

    (nn) “TSX
      Officer”
      means a
      senior officer of the Company or any subsidiary and includes an issuer, all
      of
      the voting securities of which are owned by a TSX Officer.

     

    
      	3.	
              Administration.

            


    

     

    (a) Administration
      by Board.
      The
      Board shall administer the Plan unless and until the Board delegates
      administration to a Committee, as provided in Section 3(c).

     

    (b) Powers
      of Board.
      The
      Board shall have the power, subject to, and within the limitations of, the
      express provisions of the Plan:

     

    (i) To
      determine from time to time which of the persons eligible under the Plan shall
      be granted Stock Awards; when and how each Stock Award shall be granted; what
      type or combination of types of Stock Award shall be granted; the provisions
      of
      each Stock Award granted (which need not be identical), including the time
      or
      times when a person shall be permitted to receive Common Stock pursuant to
      a
      Stock Award; and the number of shares of Common Stock with respect to which
      a
      Stock Award shall be granted to each such person.

     

    (ii) To
      construe and interpret the Plan and Stock Awards granted under it, and to
      establish, amend and revoke rules and regulations for its administration. The
      Board, in the exercise of this power, may correct any defect, omission or
      inconsistency in the Plan or in any Stock Award Agreement, in a manner and
      to
      the extent it shall deem necessary or expedient to make the Plan or Stock Award
      fully effective.

     

    (iii) To
      settle
      all controversies regarding the Plan and Stock Awards granted under
      it.

     

    (iv) To
      amend
      the Plan or a Stock Award as provided in Section 12.

     

    (v) To
      terminate or suspend the Plan as provided in Section 13.

     

    (vi) Generally,
      to exercise such powers and to perform such acts as the Board deems necessary
      or
      expedient to promote the best interests of the Company and that are not in
      conflict with the provisions of the Plan or Stock Awards.

     

    (vii) To
      adopt
      such procedures and sub-plans as are necessary or appropriate to permit
      participation in the Plan by Employees, Directors or Consultants who are located
      in various local jurisdictions. 

     

    (c) Delegation
      to Committee.

     

    (i) General.
      The
      Board may delegate administration of the Plan to a Committee or Committees
      of
      one or more members of the Board, and the term “Committee” shall apply to any
      person or persons to whom such authority has been delegated. If administration
      is delegated to a Committee, the Committee shall have, in connection with the
      administration of the Plan, the powers theretofore possessed by the Board,
      including the power to delegate to a subcommittee any of the administrative
      powers the Committee is authorized to exercise (and references in this Plan
      to
      the Board shall thereafter be to the Committee or subcommittee), subject,
      however, to such resolutions, not inconsistent with the provisions of the Plan,
      as may be adopted from time to time by the Board. The Board may abolish the
      Committee at any time and revest in the Board the administration of the
      Plan.


    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    

     

    (ii) Section
      162(m) and Rule 16b-3 Compliance.
      In the
      discretion of the Board, the Committee may consist solely of two or more Outside
      Directors, in accordance with Section 162(m) of the Code, and/or solely of
      two
      or more Non-Employee Directors, in accordance with Rule 16b-3. In addition,
      the
      Board or the Committee may delegate to a committee of one or more members of
      the
      Board the authority to grant Stock Awards to eligible persons who are either
      (a)
      not then Covered Employees and are not expected to be Covered Employees at
      the
      time of recognition of income resulting from such Stock Award, (b) not persons
      with respect to whom the Company wishes to comply with Section 162(m) of the
      Code, or (c) not then subject to Section 16 of the Exchange Act.

     

    (d) Effect
      of Board’s Decision.
      All
      determinations, interpretations and constructions made by the Board in good
      faith shall not be subject to review by any person and shall be final, binding
      and conclusive on all persons.

     

    
      	4.	
              Shares
                Subject To The Plan.

            


    

     

    (a) Share
      Reserve.
      Subject
      to the provisions of Section 11(a) relating to Capitalization Adjustments,
      the
      Common Stock that may be issued pursuant to Stock Awards shall not exceed in
      the
      aggregate eighteen million (18,000,000) shares of Common Stock.

     

    (b) Reversion
      of Shares to the Share Reserve.
      If any
      Stock Award shall for any reason expire or otherwise terminate, in whole or
      in
      part, without having been exercised in full, the shares of Common Stock not
      acquired under such Stock Award shall revert to and again become available
      for
      issuance under the Plan.

     

    (c) Source
      of Shares.
      The
      shares of Common Stock subject to the Plan may be unissued shares or reacquired
      shares, bought on the market or otherwise.

     

    
      	5.	
              Eligibility.

            


    

     

    (a) Eligibility
      for Specific Stock Awards.
      Stock
      Awards may be granted to Employees, Directors and Consultants.

     

    (b) Section
      162(m) Limitation on Annual Grants.
      Subject
      to the provisions of Section 11(a) relating to Capitalization Adjustments,
      no
      Employee shall be eligible to be granted Options covering more than one million
      (1,000,000) shares of Common Stock during any calendar year. 

     

    (c) Consultants.
      A
      Consultant shall not be eligible for the grant of a Stock Award if, at the
      time
      of grant, a Form S-8 Registration Statement under the Securities Act
      (“Form
      S-8”)
      is not
      available to register either the offer or the sale of the Company’s securities
      to such Consultant because of the nature of the services that the Consultant
      is
      providing to the Company, because the Consultant is not a natural person, or
      because of any other rule governing the use of Form S-8.

     

    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

    

     

    
      	6.	
              Option
                Provisions.

            


    

     

    Each
      Option shall be in such form and shall contain such terms and conditions as
      the
      Board shall deem appropriate. The provisions of each Option shall include
      (through incorporation of provisions hereof by reference in the Option or
      otherwise) the substance of each of the following provisions:

     

    (a) Term.  No
      Option
      shall be exercisable after the expiration of ten (10) years from the date on
      which it was granted. 

     

    (b) Exercise
      Price of a Stock Option.
      The
      exercise price of each Option shall be not less than one hundred percent (100%)
      of the Fair Market Value of the Common Stock subject to the Option on the date
      the Option is granted. Notwithstanding the foregoing, an Option may be granted
      with an exercise price lower than that set forth in the preceding sentence
      if
      such Option is granted pursuant to an assumption or substitution for another
      option in a manner satisfying the provisions of Sections 409A and 424(a) of
      the
      Code; provided,
      however,
      that if the Common Stock is listed on the Toronto Stock Exchange, the
      granting of the Option is approved by the Toronto Stock Exchange to the extent
      necessary to satisfy the rules of the Toronto Stock Exchange.

     

    (c) Consideration.
      The
      purchase price of Common Stock acquired pursuant to an Option shall be paid,
      to
      the extent permitted by applicable statutes and regulations, either (i) in
      cash
      at the time the Option is exercised or (ii) at the discretion of the Board
      at
      the time of or subsequently to the grant of the Option (1) by delivery to the
      Company of other Common Stock (whether by actual delivery or attestation),
      (2)
      according to a deferred payment or other similar arrangement with the
      Optionholder or (3) by a “net exercise” of the Option (as further described
      below) (4) pursuant to a program developed under Regulation T as promulgated
      by
      the Federal Reserve Board that, prior to the issuance of Common Stock, results
      in either the receipt of cash (or check) by the Company or the receipt of
      irrevocable instruction to pay the aggregate exercise price to the Company
      from
      the sales proceeds or (5) in any other form of legal consideration that may
      be
      acceptable to the Board. 

     

    In
      the
      case of any deferred payment arrangement, interest shall be compounded at least
      annually and shall be charged at the minimum rate of interest necessary to
      avoid
      (1) the imputation of interest income to the Company and compensation income
      to
      the Optionholder, under any applicable provisions of the Code and (2) the
      classification of the Option as a liability for financial accounting purposes.
      

     

    In
      the
      case of a “net exercise” of an Option, the Company will not require a payment of
      the exercise price of the Option from the Optionholder but will reduce the
      number of shares of Common Stock issued upon the exercise by the largest number
      of whole shares that has a Fair Market Value that does not exceed the aggregate
      exercise price. With respect to any remaining balance of the aggregate exercise
      price, the Company shall accept a cash payment from the Optionholder. The shares
      of Common Stock so used to pay the exercise price of an Option under a “net
      exercise,” the shares actually delivered to the Optionholder, and any shares
      withheld to satisfy tax withholding obligations will be considered to have
      resulted from the exercise of the Option, and accordingly, the Option will
      not
      again be exercisable with respect to such shares.

     

    
      
        
        

      

      
        9.

        
          

        

      

      
        
        

      

    

     

    (d) Transferability
      of an Option.
      An
      Option shall be transferable to the extent provided in the Option Agreement.
      If
      the Option does not provide for transferability, then the Option shall not
      be
      transferable except by will or by the laws of descent and distribution or
      pursuant a domestic relations order and shall be exercisable during the lifetime
      of the Optionholder only by the Optionholder. Notwithstanding the foregoing,
      the
      Optionholder may, by delivering written notice to the Company, in a form
      satisfactory to the Company, designate a third party who, in the event of the
      death of the Optionholder, shall thereafter be entitled to exercise the
      Option.

     

    (e) Vesting
      Generally.
      The
      total number of shares of Common Stock subject to an Option may, but need not,
      vest and therefore become exercisable in periodic installments that may, but
      need not, be equal. The Option may be subject to such other terms and conditions
      on the time or times when it may be exercised (which may be based on performance
      or other criteria) as the Board may deem appropriate. The vesting provisions
      of
      individual Options may vary. The provisions of this Section 6(e) are subject
      to
      any Option provisions governing the minimum number of shares of Common Stock
      as
      to which an Option may be exercised.

     

    (f) Termination
      of Continuous Service.
      In the
      event that an Optionholder’s Continuous Service terminates (other than upon the
      Optionholder’s death or Disability), the Optionholder may exercise his or her
      Option (to the extent that the Optionholder was entitled to exercise such Option
      as of the date of termination) but only within such period of time ending on
      the
      earlier of (i) the date three (3) months following the termination of the
      Optionholder’s Continuous Service (or such longer or shorter period specified in
      the Option Agreement) or (ii) the expiration of the term of the Option as set
      forth in the Option Agreement. If, after termination, the Optionholder does
      not
      exercise his or her Option within the time specified in the Option Agreement,
      the Option shall terminate.

     

    (g) Extension
      of Termination Date.
      An
      Optionholder’s Option Agreement may also provide that if the exercise of the
      Option following the termination of the Optionholder’s Continuous Service (other
      than upon the Optionholder’s death or Disability) would be prohibited at any
      time solely because the issuance of shares of Common Stock would violate the
      registration requirements under the Securities Act, then the Option shall
      terminate on the earlier of (i) the expiration of the term of the Option set
      forth in Section 6(a) or (ii) the expiration of a period of three (3) months
      after the termination of the Optionholder’s Continuous Service during which the
      exercise of the Option would not be in violation of such registration
      requirements.

     

    (h) Disability
      of Optionholder.
      In the
      event that an Optionholder’s Continuous Service terminates as a result of the
      Optionholder’s Disability, the Optionholder may exercise his or her Option (to
      the extent that the Optionholder was entitled to exercise such Option as of
      the
      date of termination), but only within such period of time ending on the earlier
      of (i) the date twelve (12) months following such termination (or such longer
      or
      shorter period specified in the Option Agreement or (ii) the expiration of
      the
      term of the Option as set forth in the Option Agreement. If, after termination,
      the Optionholder does not exercise his or her Option within the time specified
      herein, the Option shall terminate.

     

    
      
        
        

      

      
        10.

        
          

        

      

      
        
        

      

    

     

    (i) Death
      of Optionholder.
      In the
      event that (i) an Optionholder’s Continuous Service terminates as a result of
      the Optionholder’s death or (ii) the Optionholder dies within the period (if
      any) specified in the Option Agreement after the termination of the
      Optionholder’s Continuous Service for a reason other than death, then the Option
      may be exercised (to the extent the Optionholder was entitled to exercise such
      Option as of the date of death) by the Optionholder’s estate, by a person who
      acquired the right to exercise the Option by bequest or inheritance or by a
      person designated to exercise the option upon the Optionholder’s death pursuant
      to Section 6(d), but only within the period ending on the earlier of (1) the
      date eighteen (18) months following the date of death (or such longer or shorter
      period specified in the Option Agreement or (2) the expiration of the term
      of
      such Option as set forth in the Option Agreement. If, after death, the Option
      is
      not exercised within the time specified herein, the Option shall
      terminate.

     

    (j) Early
      Exercise.
      The
      Option may, but need not, include a provision whereby the Optionholder may
      elect
      at any time before the Optionholder’s Continuous Service terminates to exercise
      the Option as to any part or all of the shares of Common Stock subject to the
      Option prior to the full vesting of the Option. Any unvested shares of Common
      Stock so purchased may be subject to a repurchase option in favor of the Company
      or to any other restriction the Board determines to be appropriate. The Company
      will not exercise its repurchase option until at least six (6) months (or such
      longer or shorter period of time required to avoid classification of the Option
      as a liability for financial accounting purposes) have elapsed following
      exercise of the Option unless the Board otherwise specifically provides in
      the
      Option. 

     

    
      	7.	
              Provisions
                Of Stock Awards Other Than
                Options.

            


    

     

    (a) Restricted
      Stock Awards.
      Each
      Restricted Stock Award agreement shall be in such form and shall contain such
      terms and conditions as the Board shall deem appropriate. To the extent
      consistent with the Company’s Bylaws, at the Board’s election, shares of Common
      Stock may be (x) held in book entry form subject to the Company’s instructions
      until any restrictions relating to the Restricted Stock Award lapse; or
      (y) evidenced by a certificate, which certificate shall be held in such
      form and manner as determined by the Board. The terms and conditions of
      Restricted Stock Award agreements may change from time to time, and the terms
      and conditions of separate Restricted Stock Award agreements need not be
      identical; provided,
      however, that
      each
      Restricted Stock Award agreement shall include (through incorporation of the
      provisions hereof by reference in the agreement or otherwise) the substance
      of
      each of the following provisions:

     

    (i) Purchase
      Price.
      At the
      time of the grant of a Restricted Stock Award, the Board will determine the
      price to be paid by the Participant for each share subject to the Restricted
      Stock Award. To the extent required by applicable law, the price to be paid
      by
      the Participant for each share of the Restricted Stock Award will not be less
      than the par value of a share of Common Stock. A Restricted Stock Award may
      be
      awarded as a stock bonus (i.e.,
      with no
      cash purchase price to be paid) to the extent permissible under applicable
      law.

     

    
      
        
        

      

      
        11.

        
          

        

      

      
        
        

      

    

     

    (ii) Consideration.
      At the
      time of the grant of a Restricted Stock Award, the Board will determine the
      consideration permissible for the payment of the purchase price of the
      Restricted Stock Award. The purchase price of Common Stock acquired pursuant
      to
      the Restricted Stock Award shall be paid in one of the following ways: (i)
      in
      cash at the time of purchase; (ii) at the discretion of the Board, according
      to
      a deferred payment or other similar arrangement with the Participant; (iii)
      by
      services rendered or to be rendered to the Company; or (iv) in any other form
      of
      legal consideration that may be acceptable to the Board; provided,
      however, that
      at
      any time that the Company is incorporated in Nevada, the Common Stock’s “par
      value,” as defined in the Nevada Revised Statutes, shall not be paid by deferred
      payment and must be paid in a form of consideration that is permissible under
      the Nevada Corporation Law.

     

    (iii) Vesting.
      Shares
      of Common Stock acquired under a Restricted Stock Award may, but need not,
      be
      subject to a share repurchase option in favor of the Company in accordance
      with
      a vesting schedule to be determined by the Board.

     

    (iv) Termination
      of Participant’s Continuous Service.
      In the
      event that a Participant’s Continuous Service terminates, the Company may
      repurchase or otherwise reacquire any or all of the shares of Common Stock
      held
      by the Participant that have not vested as of the date of termination under
      the
      terms of the Restricted Stock Award agreement. The Company will not exercise
      its
      repurchase option until at least six (6) months (or such longer or shorter
      period of time required to avoid classification of the Restricted Stock Award as
      a liability for financial accounting purposes) have elapsed following the
      purchase of the restricted stock unless otherwise determined by the Board or
      provided in the Restricted Stock Award agreement.

     

    (v) Transferability.
      Rights
      to purchase or receive shares of Common Stock granted under a Restricted Stock
      Award shall be transferable by the Participant only upon such terms and
      conditions as are set forth in the Restricted Stock Award agreement, as the
      Board shall determine in its discretion, and so long as Common Stock awarded
      under the Restricted Stock Award remains subject to the terms of the Restricted
      Stock Award agreement.

     

    (b) Restricted
      Stock Units. Each
      Restricted Stock Unit agreement shall be in such form and shall contain such
      terms and conditions as the Board shall determine. The terms and conditions
      of
      Restricted Stock Unit agreements may change from time to time, and the terms
      and
      conditions of separate Restricted Stock Unit agreements need not be identical;
      provided,
      however, that
      each
      Restricted Stock Unit agreement shall include (through incorporation of the
      provisions hereof by reference in the agreement or otherwise) the substance
      of
      each of the following provisions:

     

    (i) Consideration.
      At the
      time of grant of a Restricted Stock Unit award, the Board will determine the
      consideration, if any, to be paid by the Participant upon delivery of each
      share
      of Common Stock subject to the Restricted Stock Unit award. To the extent
      required by applicable law, the consideration to be paid by the Participant
      for
      each share of Common Stock subject to a Restricted Stock Unit award will not
      be
      less than the par value of a share of Common Stock. Such consideration may
      be
      paid in any form permitted under applicable law.


    
      
        
        

      

      
        12.

        
          

        

      

      
        
        

      

    

     

    (ii) Vesting.
      At
      the
      time of the grant of a Restricted Stock Unit award, the Board may impose such
      restrictions or conditions to the vesting of the shares Restricted Stock Unit
      as
      it deems appropriate.

     

    (iii) Payment.
      A
      Restricted Stock Unit award may be settled by the delivery of shares of Common
      Stock, their cash equivalent, or any combination of the two, as the Board deems
      appropriate.

     

    (iv) Additional
      Restrictions. At
      the
      time of the grant of a Restricted Stock Unit award, the Board, as it deems
      appropriate, may impose such restrictions or conditions that delay the delivery
      of the shares of Common Stock (or their cash equivalent) subject to a Restricted
      Stock Unit award after the vesting of such Stock Award.

     

    (v) Dividend
      Equivalents. Dividend
      equivalents may be credited in respect of Restricted Stock Units, as the Board
      deems appropriate. Such dividend equivalents may be converted into additional
      Restricted Stock Units by dividing (1) the aggregate amount or value of the
      dividends paid with respect to that number of shares of Common Stock equal
      to
      the number of Restricted Stock Units then credited by (2) the Fair Market Value
      per share of Common Stock on the payment date for such dividend. The additional
      Restricted Stock Units credited by reason of such dividend equivalents will
      be
      subject to all the terms and conditions of the underlying Restricted Stock
      Unit
      award to which they relate.

     

    (vi) Termination
      of Participant’s Continuous Service. Except
      as
      otherwise provided in the applicable Stock Award Agreement, Restricted Stock
      Units that have not vested will be forfeited upon the Participant’s termination
      of Continuous Service for any reason.

     

    (c) Stock
      Appreciation Rights. Each
      Stock Appreciation Right agreement shall be in such form and shall contain
      such
      terms and conditions as the Board shall deem appropriate. The terms and
      conditions of Stock Appreciation Right agreements may change from time to time,
      and the terms and conditions of separate Stock Appreciation Rights agreements
      need not be identical, but each Stock Appreciation Right agreement shall include
      (through incorporation of the provisions hereof by reference in the agreement
      or
      otherwise) the substance of each of the following provisions: 

     

    (i) Calculation
      of Appreciation.
      Each
      Stock Appreciation Right will be denominated in share of Common Stock
      equivalents. The appreciation distribution payable on the exercise of a Stock
      Appreciation Right will be not greater than an amount equal to the excess of
      (A)
      the aggregate Fair Market Value (on the date of the exercise of the Stock
      Appreciation Right) of a number of shares of Common Stock equal to the number
      of
      share of Common Stock equivalents in which the Participant is vested under
      such
      Stock Appreciation Right and with respect to which the Participant is exercising
      the Stock Appreciation Right on such date, over (B) an amount that will be
      determined by the Committee at the time of grant of the Stock Appreciation
      Right.

     

    (ii) Vesting.
      At
      the
      time of the grant of a Stock Appreciation Right, the Board may impose such
      restrictions or conditions to the vesting of such Right as it deems
      appropriate.

     

    
      
        
        

      

      
        13.

        
          

        

      

      
        
        

      

    

     

    (iii) Exercise.
      To
      exercise any outstanding Stock Appreciation Right, the Participant must provide
      written notice of exercise to the Company in compliance with the provisions
      of
      the Stock Appreciation Rights agreement evidencing such Right.

     

    (iv) Payment.
      The
      appreciation distribution in respect of a Stock Appreciation Right may be paid
      in Common Stock, in cash, or any combination of the two, as the Board deems
      appropriate.

     

    (v) Termination
      of Continuous Service.
      If a
      Participant’s Continuous Service terminates for any reason, any unvested Stock
      Appreciation Rights shall be forfeited and any vested Stock Appreciation Rights
      shall be automatically redeemed.

     

    (d) Other
      Stock Awards.
      Other
      forms of Stock Awards valued in whole or in part by reference to, or otherwise
      based on, Common Stock may be granted either alone or in addition to Stock
      Awards provided for under Section 6 and the preceding provisions of this Section
      7. Subject to the provisions of the Plan, the Board shall have sole and complete
      authority to determine the persons to whom and the time or times at which such
      Other Stock Awards will be granted, the number of shares of Common Stock (or
      the
      cash equivalent thereof) to be granted pursuant to such Stock Awards and all
      other terms and conditions of such Stock Awards.

     

    
      	8.	
              Covenants
                Of The Company.

            


    

     

    (a) Availability
      of Shares.
      During
      the terms of the Stock Awards, the Company shall keep available at all times
      the
      number of shares of Common Stock required to satisfy such Stock
      Awards.

     

    (b) Securities
      Law Compliance.
      The
      Company shall seek to obtain from each regulatory commission or agency having
      jurisdiction over the Plan such authority as may be required to grant Stock
      Awards and to issue and sell shares of Common Stock upon exercise of the Stock
      Awards; provided,
      however,
      that
      this undertaking shall not require the Company to register under the Securities
      Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant
      to
      any such Stock Award. If, after reasonable efforts, the Company is unable to
      obtain from any such regulatory commission or agency the authority which counsel
      for the Company deems necessary for the lawful issuance and sale of Common
      Stock
      under the Plan, the Company shall be relieved from any liability for failure
      to
      issue and sell Common Stock upon exercise of such Stock Awards unless and until
      such authority is obtained. A Participant shall not be eligible for the grant
      of
      a Stock Award or the subsequent issuance of Common Stock pursuant to the Stock
      Award if such grant or issuance would be in violation of any applicable
      securities law.

     

    (c) No
      Obligation to Notify. The
      Company shall have no duty or obligation to any Participant to advise such
      holder as to the time or manner of exercising such Stock Award. Furthermore,
      the
      Company shall have no duty or obligation to warn or otherwise advise such holder
      of a pending termination or expiration of a Stock Award or a possible period
      in
      which the Stock Award may not be exercised. The Company has no duty or
      obligation to minimize the tax consequences of a Stock Award to the holder
      of
      such Stock Award.

     

    
      
        
        

      

      
        14.

        
          

        

      

      
        
        

      

    

     

    
      	9.	
              Use
                Of Proceeds From Stock.

            


    

     

    Proceeds
      from the sale of Common Stock pursuant to Stock Awards shall constitute general
      funds of the Company.

     

    
      	10.	
              Miscellaneous.

            


    

     

    (a) Acceleration
      of Exercisability and Vesting.
      The
      Board shall have the power to accelerate the time at which a Stock Award may
      first be exercised or the time during which a Stock Award or any part thereof
      will vest in accordance with the Plan, notwithstanding the provisions in the
      Stock Award stating the time at which it may first be exercised or the time
      during which it will vest

     

    (b) Corporate
      Action Constituting Grant of Stock Awards.
      Corporate action constituting a grant by the Company of a Stock Award to any
      Participant shall be deemed completed as of the date of such corporate action,
      unless otherwise determined by the Board, regardless of when the instrument,
      certificate, or letter evidencing the Stock Award is communicated to, or
      actually received or accepted by, the Participant.

     

    (c) Stockholder
      Rights.
      Subject
      to the further limitations of Section 7(b)(iv) hereof, no Participant shall
      be
      deemed to be the holder of, or to have any of the rights of a holder with
      respect to, any shares of Common Stock subject to such Stock Award unless and
      until (i) such Participant has satisfied all requirements for exercise of the
      Stock Award pursuant to its terms, if applicable, and (ii) the issuance of
      the
      Common Stock subject to such Stock Award has been entered into the books and
      records of the Company.

     

    (d) No
      Employment or other Service Rights.
      Nothing
      in the Plan, and Stock Award Agreement or any other instrument executed
      thereunder or in connection with any Stock Award granted pursuant thereto shall
      confer upon any Participant any right to continue to serve the Company or an
      Affiliate in the capacity in effect at the time the Stock Award was granted
      or
      shall affect the right of the Company or an Affiliate to terminate (i) the
      employment of an Employee with or without notice and with or without cause,
      (ii)
      the service of a Consultant pursuant to the terms of such Consultant’s agreement
      with the Company or an Affiliate or (iii) the service of a Director pursuant
      to
      the Bylaws of the Company or an Affiliate, and any applicable provisions of
      the
      corporate law of the state in which the Company or the Affiliate is
      incorporated, as the case may be.

     

    (e) Investment
      Assurances.
      The
      Company may require a Participant, as a condition of exercising or acquiring
      Common Stock under any Stock Award, (i) to give written assurances satisfactory
      to the Company as to the Participant’s knowledge and experience in financial and
      business matters and/or to employ a purchaser representative reasonably
      satisfactory to the Company who is knowledgeable and experienced in financial
      and business matters and that he or she is capable of evaluating, alone or
      together with the purchaser representative, the merits and risks of exercising
      the Stock Award; and (ii) to give written assurances satisfactory to the Company
      stating that the Participant is acquiring Common Stock subject to the Stock
      Award for the Participant’s own account and not with any present intention of
      selling or otherwise distributing the Common Stock. The foregoing requirements,
      and any assurances given pursuant to such requirements, shall be inoperative
      if
      (1) the issuance of the shares of Common Stock upon the exercise or acquisition
      of Common Stock under the Stock Award has been registered under a then currently
      effective registration statement under the Securities Act, or (2) as to any
      particular requirement, a determination is made by counsel for the Company
      that
      such requirement need not be met in the circumstances under the then applicable
      securities laws. The Company may, upon advice of counsel to the Company, place
      legends on stock certificates issued under the Plan as such counsel deems
      necessary or appropriate in order to comply with applicable securities laws,
      including, but not limited to, legends restricting the transfer of the Common
      Stock.

     

    
      
        
        

      

      
        15.

        
          

        

      

      
        
        

      

    

     

    (f) Withholding
      Obligations.
      Unless
      prohibited by the terms of a Stock Award Agreement, the Company may, in its
      sole
      discretion, satisfy any country, federal, state, provincial or local tax
      withholding obligation relating to any Stock Award by any of the following
      means
      (in addition to the Company’s right to withhold from any compensation paid to
      the Participant by the Company) or by a combination of such means: (i) causing
      the Participant to tender a cash payment; (ii) withholding shares of Common
      Stock from the shares of Common Stock issued or otherwise issuable to the
      Participant in connection with the Stock Award; provided, however, that no
      shares of Common Stock are withheld with a value exceeding the minimum amount
      of
      tax required to be withheld by law (or such lower amount as may be necessary
      to
      avoid classification of the Stock Award as a liability for financial accounting
      purposes); (iii) withholding payment from any amounts otherwise payable to
      the
      Participant; (iv) withholding cash from a Stock Award settled in cash; or (v)
      by
      such other method as may be set forth in the Stock Award Agreement.


     

    (g) Electronic
      Delivery.
      Any
      reference herein to a “written” agreement or document shall include any
      agreement or document delivered electronically or posted on the Company’s
      intranet.

     

    (h) Compliance
      with Section 409A. To
      the
      extent that the Board determines that any Stock Award granted hereunder is
      subject to Section 409A of the Code, the Stock Award Agreement evidencing such
      Stock Award shall incorporate the terms and conditions necessary to avoid the
      consequences specified in Section 409A(a)(1) of the Code. To the extent
      applicable, the Plan and Stock Award Agreements shall be interpreted in
      accordance with Section 409A of the Code, including without limitation any
      applicable guidance that may be issued or amended after the Effective Date.
      

     

    
      	11.	
              Adjustments
                Upon Changes In Stock.

            


    

     

    (a) Capitalization
      Adjustments.
      If any
      change is made in, or other event occurs with respect to, the Common Stock
      subject to the Plan or subject to any Stock Award without the receipt of
      consideration by the Company (through merger, consolidation, reorganization,
      recapitalization, reincorporation, stock dividend, dividend in property other
      than cash, stock split, liquidating dividend, combination of shares, exchange
      of
      shares, change in corporate structure or similar transaction (each a
“Capitalization
      Adjustment”),
      the
      Board shall appropriately and proportionately adjust: (i) the class(es) and
      maximum number of securities subject to the Plan pursuant to Section 4(a),
      (ii) the class(es) and maximum number of securities that may be awarded to
      any person pursuant to Section 5(b), and (iii) the class(es) and number of
      securities and price per share of stock subject to outstanding Stock Awards.
      The
      Board shall make such adjustments, and its determination shall be final, binding
      and conclusive. The conversion of any convertible securities of the Company
      shall not be treated as a Capitalization Adjustment. 

     

    
      
        
        

      

      
        16.

        
          

        

      

      
        
        

      

    

     

    (b) Dissolution
      or Liquidation.
      In the
      event of a dissolution or liquidation of the Company, then all outstanding
      Options shall terminate immediately prior to the completion of such dissolution
      or liquidation, and shares of Common Stock subject to the Company’s repurchase
      option may be repurchased by the Company notwithstanding the fact that the
      holder of such stock is still in Continuous Service.

     

    (c) Corporate
      Transaction.
      In the
      event of a Corporate Transaction, any surviving corporation or acquiring
      corporation may assume or continue any or all Stock Awards outstanding under
      the
      Plan or may substitute similar stock awards for Stock Awards outstanding under
      the Plan (it being understood that similar stock awards include, but are not
      limited to, awards to acquire the same consideration paid to the stockholders
      or
      the Company, as the case may be, pursuant to the Corporate Transaction), and
      any
      reacquisition or repurchase rights held by the Company in respect of Common
      Stock issued pursuant to Stock Awards may be assigned by the Company to the
      successor of the Company (or the successor’s parent company), if any, in
      connection with such Corporate Transaction. In the event that any surviving
      corporation or acquiring corporation does not assume or continue any or all
      such
      outstanding Stock Awards or substitute similar stock awards for such outstanding
      Stock Awards, then with respect to Stock Awards that have been not assumed,
      continued or substituted and that are held by Participants whose Continuous
      Service has not terminated prior to the effective time of the Corporate
      Transaction, the vesting of such Stock Awards (and, if applicable, the time
      at
      which such Stock Awards may be exercised) shall (contingent upon the
      effectiveness of the Corporate Transaction) be accelerated in full to a date
      prior to the effective time of such Corporate Transaction as the Board shall
      determine (or, if the Board shall not determine such a date, to the date that
      is
      five (5) days prior to the effective time of the Corporate Transaction), the
      Stock Awards shall terminate if not exercised (if applicable) at or prior to
      such effective time, and any reacquisition or repurchase rights held by the
      Company with respect to such Stock Awards held by Participants whose Continuous
      Service has not terminated shall (contingent upon the effectiveness of the
      Corporate Transaction) lapse. With respect to any other Stock Awards outstanding
      under the Plan that have not been assumed, continued or substituted, the vesting
      of such Stock Awards (and, if applicable, the time at which such Stock Award
      may
      be exercised) shall not be accelerated, unless otherwise provided in a written
      agreement between the Company or any Affiliate and the holder of such Stock
      Award, and such Stock Awards shall terminate if not exercised (if applicable)
      prior to the effective time of the Corporate Transaction.

     

    (d) Change
      in Control.
      A Stock
      Award held by any Participant whose Continuous Service has not terminated prior
      to the effective time of a Change in Control may be subject to additional
      acceleration of vesting and exercisability upon or after such event as may
      be
      provided in the Stock Award Agreement for such Stock Award or as may be provided
      in any other written agreement between the Company or any Affiliate and the
      Participant, but in the absence of such provision, no such acceleration shall
      occur.

     

    
      
        
        

      

      
        17.

        
          

        

      

      
        
        

      

    

     

    
      	12.	
              Amendment
                Of The Plan And Stock
                Awards.

            


    

     

    (a) Amendment
      of Plan.
      The
      Board at any time, and from time to time, may amend the Plan. However, except
      as
      provided in Section 11(a) relating to Capitalization Adjustments and Section
      12(f) relating to amendments without Stockholder Approval, no amendment shall
      be
      effective unless approved by the stockholders of the Company.

     

    (b) Stockholder
      Approval.
      The
      Board, in its sole discretion, may submit any other amendment to the Plan for
      stockholder approval, including, but not limited to, amendments to the Plan
      intended to satisfy the requirements of Section 162(m) of the Code and the
      regulations thereunder regarding the exclusion of performance-based compensation
      from the limit on corporate deductibility of compensation paid to Covered
      Employees.

     

    (c) No
      Impairment of Rights.
      Rights
      under any Stock Award granted before amendment of the Plan shall not be impaired
      by any amendment of the Plan unless (i) the Company requests the consent of
      the
      Participant and (ii) the Participant consents in writing.

     

    (d) Amendment
      of Stock Awards.
      The
      Board at any time, and from time to time, may amend the terms of any one or
      more
      Stock Awards; provided,
      however,
      that (i)
      if the Common Stock is listed on the Toronto Stock Exchange any amendment is
      approved by the stockholders to the extent necessary to satisfy the rules of
      the
      Toronto Stock Exchange, and (ii) that the rights under any Stock Award shall
      not
      be impaired by any such amendment unless (A) the Company requests the consent
      of
      the Participant and (B) the Participant consents in writing.

     

    (e) Insiders.
      If
      an
      amendment reducing the Option exercise price or extending the term of the Option
      is made to an Option held by an Insider, the amendment shall only be made
      effective after the approval is received of Disinterested Stockholders at a
      meeting of the stockholders of the Company.

     

    (f) Amendments
      without Stockholder Approval. Without
      limiting the generality of the foregoing, or the other provisions hereof, the
      Board shall have the authority: (a) to make amendments to the Plan or a Stock
      Award of a housekeeping or administrative nature; (b) if the Common Stock is
      listed on the Toronto Stock Exchange subject to any required approval of the
      Toronto Stock Exchange, to change the vesting or termination provisions of
      a
      Stock Award or the Plan; (c) any amendment to reduce the option exercise
      price of an Option held by a non-insider; (d) amendments necessary to
      comply with provisions of applicable law or stock exchange requirements or
      for
      grants to qualify for favourable treatment under applicable laws; (e) the
      addition of any form of financial assistance by the Company for the acquisition
      by all or certain categories of Participants of Common Stock under the Plan,
      and
      the subsequent amendment of any such provisions; and (f) any other
      amendment, fundamental or otherwise, not requiring stockholder approval under
      the Code; provided,
      however,
      that no
      amendment shall be made without stockholder approval to the extent stockholder
      approval is necessary to satisfy the requirements of Section 422 of the
      Code

     

    
      	13.	
              Termination
                Or Suspension Of The Plan.

            


    

     

    (a) Plan
      Term.
      The
      Board may suspend or terminate the Plan at any time. No Stock Awards may be
      granted under the Plan while the Plan is suspended or after it is terminated.
      

     

    
      
        
        

      

      
        18.

        
          

        

      

      
        
        

      

    

     

    (b) No
      Impairment of Rights.
      Suspension or termination of the Plan shall not impair rights and obligations
      under any Stock Award granted while the Plan is in effect except with the
      written consent of the Participant.

     

    
      	14.	
              Effective
                Date Of Plan.

            


    

     

    The
      Plan
      shall become effective as determined by the Board, but no Stock Award shall
      be
      exercised (or, in the case of a stock bonus, shall be granted) unless and until
      the Plan has been approved by the stockholders of the Company, which approval
      shall be within twelve (12) months before or after the date the Plan is adopted
      by the Board.

     

    
      	15.	
              Choice
                Of Law.

            


    

     

    (a)  The
      law
      of the State of Nevada shall govern all questions concerning the construction,
      validity and interpretation of this Plan, without regard to such state’s
      conflict of laws rules.

     

    
      	16.	
              Limits
                With Respect To Insiders.

            


    

     

    (a) The
      maximum number of shares of Common Stock which may be reserved for issuance
      to
      Insiders,
      at any
      time,
      under
      the Plan and any other share compensation arrangement of the Company shall
      be
      10% of the Common Stock issued and outstanding.

     

    (b) The
      maximum number of shares of Common Stock which may be issued to Insiders under
      the Plan, at any time, and any other share compensation arrangement within
      any
      12-month period shall be 10% of the Common Stock outstanding. 

     

    (c) The
      maximum number of shares of Common Stock which may be issued to any one Insider
      and such Insider’s associates under the Plan, at any time, within a 12-month
      period shall be 5% of the Common Stock outstanding.

     

    
      	17.	
              Limits
                With Respect To
                Consultants.

            


    

     

    (a) The
      number
      of Options granted to any one Consultant in any 12-month period under the Plan
      shall not exceed 2% of the issued and outstanding shares of Common Stock at
      the
      time of grant.

     

    
      
        
        

      

      
        19.