Filed by sedaredgar.com - Salamon Group, Inc. - Exhibit 10.10






CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement")
effective as of the1st day of September, 2008 (the “Effective Date”)

BETWEEN

SALAMON GROUP, INC.
4080
Paradise Road, #15-901 
Las Vegas, Nevada 89169

(the " Company")

AND

HAROLD SCHNEIDER
122 – 2550
Hollywood Road North 
Kelowna, British Columbia V1V 2S6

(the “Consultant”) 

WHEREAS:

	A. 	
      The Company is engaged in the business of developing,
      licensing and acquiring technologies and concepts in the field of
      Alternative Energy Sources;

	 	 
	B. 	
      The Consultant is in the business of assisting public
      companies in the area of accounting; and

	 	 
	C. 	
      The Company wishes to retain and the Consultant has
      agreed to provide the Consultant’s services to the Company on the terms
      and subject to the conditions of this Agreement.



NOW THEREFORE, in consideration of the foregoing and of
the mutual covenants contained herein, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

	1. 	
      DUTIES AND ENGAGEMENT

	 	 	 
	1.1 	
      The Company hereby engages the Consultant as an
      independent contractor and the Consultant accepts such engagement. During
      the term of the engagement the Consultant shall provide the following
      services to the Company, as requested or modified by the Board of
      Directors of the Company from time to time (the
  “Services”):

	 	 	 
		(a) 	
      Accounting Services. The Consultant shall provide
      professional accounting services to the Company, including preparation of
      the Company’s tax returns;



Page 1 of 18





	 	(b) 	
      Accounting Standards. The Consultant shall
      develop, produce, or implement, on an ongoing, as needed basis, accounting
      standards, reporting systems, budgets and financial forecasts for the
      Company; and

	 	 	 
	 	(c) 	
      Other Services. Such other Services as reasonably
      required by the Company from time to time.




	2. 	
      LIMITATION ON DUTIES

	 	 	 
	2.1 	
      In carrying out the Services the Consultant
  shall:

	 	 	 
		(a) 	
      Act only upon and according to the lawful instructions
      given to the Consultant by the Board of Directors of the Company or, to
      the extent that there is no conflict with such instructions of the Board
      of Directors, according to the instructions of any executive officer or
      senior manager of the Company;

	 	 	 
		(b) 	
      Render and perform the Services to the best of its skill
      and ability in accordance with best professional practices;

	 	 	 
		(c) 	
      Not disclose any information about the Company, its
      business, or its subsidiaries to anyone prior to the information being
      released to the general public, unless specifically given written
      permission to make the specific disclosure by the Board of Directors of
      the Company;

	 	 	 
		(d) 	
      Not employ any person in any capacity, or contract for
      the purchase or rental of any service, article or material, nor make any
      commitment, agreement or obligation whereby the Company shall be required
      to pay any monies or other consideration without the Company's prior
      consent in each instance;

	 	 	 
		(e) 	
      Not hold itself out as being able to commit the Company,
      or hold itself out as an employee, partner or joint venturer of the
      Company; and

	 	 	 
		(f) 	
      Not provide any services related to investor relations
      or capital raising activities.

	 	 	 
	3 	
      TERM

	 	 	 
	31 	
      The term (the “Term”) of this Agreement shall
      commence as of September 1, 2008 and shall expire on August 31, 2009,
      unless terminated at an earlier time by either of the parties
  in



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      accordance with below Section 5, or unless extended by
      mutual written agreement of the parties prior to August 31,
2009.

	 	 
	4 	
      COMPENSATION AND EXPENSES

	 	 
	4.1 	
      Monthly Fee. As consideration for the provision of
      the Services, the Company shall pay to the Consultant a monthly fee of
      Seven Thousand United States Dollars (CAD $7,000) (the “Monthly
      Fee”). The Monthly Fee will be payable by the issuance of S-8 shares
      in the Company stock of the Company pursuant and subject to the Company’s
      2008 Stock Compensation Plan, a copy of which is attached hereto and
      incorporated into this Agreement as Exhibit “A”. The Monthly Fee for the
      entire initial term of the Agreement will be issued by the Company within
      10 business days of the Effective Date. In the event this Agreement is
      terminated, the Consultant shall be required to refund any pro-rated
      portion of the Shares to the Company for any period during the Term for
      which the Services were not provided.

	 	 
	4.4 	
      Expenses. The parties agree that the Monthly Fee
      hereunder shall be inclusive of any and all fees or expenses incurred by
      the Consultant pursuant to this Agreement, including but not limited to
      the costs of rendering the Services, unless otherwise pre-approved by the
      Company in writing. The Company shall reimburse the Consultant for any
      verifiable expenses of the Consultant that have been pre-approved by the
      Company, provided that the Consultant shall submit to the Company an
      itemized written account of each expense claimed by the Consultant
      hereunder, together with corresponding receipts, account statement or
      other proof of purchase in a form acceptable to the Company, within 10
      business days after the Consultant incurs each applicable
  expense.

	 	 
	5. 	
      TERMINATION AND DEFAULT

	 	 
	5.1 	
      Termination without Cause. Each party shall have
      the right to terminate this Agreement at any time by providing written
      notice to the other not less than 30 days prior to the desired date of
      termination.

	 	 
	5.2 	
      Termination for Default. If either party (i)
      breaches any warranty or other material provision of this agreement, (ii)
      files a voluntary petition in bankruptcy, (iii) is subject to an
      involuntary petition in bankruptcy filed against it, or (iv) if a trustee
      or liquidator is appointed for either party, whether directly or in
      relation to that parties properties (each and all such events being herein
      defined as “default”) then at any time during the continuance of
      such default the other party may, in addition to any other rights it may
      have at law or in equity, suspend delivery or performance of the Services
      as are affected by such default, and/or terminate this Agreement with
      respect to all the Services or such Services as are affected by such
      default. A default by



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      either party under this Agreement shall not be deemed to
      be a default under any and all other agreements between the Consultant and
      the Company.

	 	 	 
		
      Notwithstanding the foregoing, the party relying on such
      default shall provide written notice of its intention to terminate this
      Agreement by reason of default hereunder and the defaulting party shall
      have ten days from its receipt of such notice within which to cure such
      default (provided that the foregoing notice requirement shall not apply in
      the case of default which, by its nature, cannot be cured within ten
      days).

	 	 	 
	5.3 	
      Events of Default Warranting Termination Without
      Notice. Notwithstanding anything to the contrary herein the Company
      may terminate this Agreement without notice to the Consultant upon
      occurrence of any of the following events:

	 	 	 
		(a) 	
      any act or omission of the Consultant that constitutes an
      incident of fraud, dishonesty, misappropriation, bad faith, negligence or
      similar act, the whole as determined by the Company in its the sole
      discretion;

	 	 	 
		(b) 	
      any failure by the Consultant to comply with any material
      laws or regulation applicable to the Company, including but not limited to
      the United States Securities Act of 1933 and the United States Securities
      and Exchange Act of 1934), the whole as determined by the Company in its
      sole discretion; or

	 	 	 
		(c) 	
      any indictment of the Consultant on any criminal charge,
      whether in Canada the United States or elsewhere.

	 	 	 
	5.4 	
      Force Majeure. If it shall be impossible or become
      illegal for either party to substantially perform hereunder as required
      for a temporary period due to strike, flood or other natural calamity or
      catastrophe or due to governmental law, order or regulation, then such
      impossibility shall not constitute a default hereunder, and each of the
      provisions hereof shall continue with full force and effect; except that
      the Term of this Agreement shall be extended for a term equal to the
      duration of such temporary impossibility of performance. If such
      impossibility by either party shall continue for a period of more than ten
      days, either party may then terminate this Agreement by providing written
      notice to the other.

	 	 	 
	6. 	
      NON-EXCLUSIVITY

	 	 	 
	6.1 	
      The Company acknowledges that the Consultant is engaged
      in other business activities, and that it shall continue such activities
      during the term of this Agreement. The Consultant shall not
  be



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      restricted from engaging in other business activities
      during the term of this Agreement provided that the Services shall be
      rendered to the Company on a first priority basis without
  exception.

	 	 
	7. 	
      CONFIDENTIALITY

	 	 
	7.1 	
      “Confidential Information” means the specific
      terms and conditions set forth in this Agreement, and any information of
      the Company, or of any entity controlling, controlled by, or under common
      control with the Company (individually and collectively an
      “Affiliate”), which information is non-public, confidential or
      proprietary in nature, including, without limitation, business
      information, trade secrets, technical or non-technical data, know-how,
      formulas, patterns, compilations, computer programs and software
      (including source and object code), devices, drawings, processes, methods,
      techniques, financial and product plans or data, lists of or information
      regarding actual or potential customers or suppliers, and other business
      information which: (i) derives economic value, actual or potential, from
      not being generally known to or readily ascertainable by proper means, by
      other persons who can obtain economic value from its disclosure or use;
      and (ii) is the subject of efforts that are reasonable under the
      circumstances to maintain its secrecy.

	 	 
	7.2 	
      The Consultant acknowledges that certain of the material
      and information made available to the Consultant by the Company in the
      performance of the Services shall constitute Confidential Information. The
      Consultant recognizes that the Confidential Information is the sole and
      exclusive property of the Company, and the Consultant shall use its best
      efforts and exercise utmost diligence to protect and maintain the
      confidentiality of the Confidential Information. the Consultant shall not,
      directly or indirectly, use or disclose the Confidential Information,
      whether or not acquired, learned, obtained or developed by the Consultant
      alone or in conjunction with others, except as such disclosure or use may
      be required in connection with the performance of the Services or as may
      be consented to in writing by the Company.

	 	 
	7.3 	
      The Confidential Information is and shall remain the sole
      and exclusive property of the Company regardless of whether such
      information was generated by the Consultant or by others, and the
      Consultant agrees that upon termination of this Agreement it shall deliver
      promptly to the Company all such tangible parts of the Confidential
      Information including records, data, notes, reports, proposals, client
      lists, correspondence, materials, marketing or sales information, computer
      programs, equipment, or other documents or property which are in the
      possession or under the control of the Consultant without retaining copies
      thereof.

	 	 
	7.4 	
      Each of the obligations of the Consultant in this section
      7 shall also apply to any confidential information of customers, joint
      venture parties, partners, employees, contractors,
  directors,



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      officers or shareholders of the Company or an Affiliate,
      or to any other entities of any nature whatsoever with whom the Company or
      any Affiliate has business relations.

	 	 	 
	7.5 	
      Notwithstanding the foregoing provisions of this clause,
      the Consultant shall not be liable for the disclosure or use of any of the
      Confidential Information to the extent that the Confidential
      Information:

	 	 	 
		(a) 	
      was in the public domain prior to the Effective Date of
      this Agreement or subsequently came into the public domain through no
      fault of the Consultant;

	 	 	 
		(b) 	
      was lawfully received by the Consultant from a third
      party, which third party was, to the knowledge of the Consultant, free of
      any obligation of confidentiality;

	 	 	 
		(c) 	
      was already in the lawful possession of the Consultant
      without an obligation to maintain its confidentiality prior to its
      disclosure to the Consultant;

	 	 	 
		(d) 	
      is required to be disclosed by applicable law, or in a
      judicial or administrative proceeding, but only so long as the Consultant,
      to the extent it is not legally prohibited, gives the Company notice,
      prior to any disclosure, of any request to disclose Confidential
      Information so that the Company has an opportunity to object to the
      production or disclosure of the requested information. In the event that
      Confidential Information is produced under such legal compulsion, such
      production shall be strictly limited to the requesting party as dictated
      by applicable law or court order, shall be limited in scope to the extent
      practicable, and shall not otherwise affect the confidential nature of
      such Confidential Information;

	 	 	 
		(e) 	
      can be proven to have been subsequently and independently
      developed, without violation of this Agreement, by employees, consultants
      or agents of the Consultant who did not have access to the Confidential
      Information; or

	 	 	 
		(f) 	
      is disclosed by the Consultant in accordance with the
      prior written approval of the Company, but only to the extent allowed and
      for the limited purposes specified in such written approval. Such
      permitted disclosure shall not otherwise affect the confidential nature of
      such Confidential Information.

	 	 	 
	7.5 	
      For purposes of this Agreement, Confidential Information
      shall not be deemed to be in the public domain or be in the Consultant’s
      lawful possession merely because it consists of components that are within
      the public domain.



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	7.6 	
      The covenants and agreements contained in this section 7
      shall survive the termination of this Agreement.

	 	 	 
	8. 	
      NON-SOLICITATION

	 	 	 
	8.1 	
      The Consultant shall not during the Term of this
      Agreement hire or take away or cause to be hired or taken away any
      employee or consultant of the Company. Additionally, for a period
  of

	 	 	 
		12 	
      months following the termination of this Agreement, the
      Consultant shall not hire or take

	 	 	 
		
      away or cause to be hired or taken away any employee or
      consultant who was in the employ of the Company during the 12 months
      preceding such termination.

	 	 	 
	9. 	
      GRANT OF RIGHTS

	 	 	 
	9.1 	
      The Consultant agrees that the results and proceeds of
      the Consultant’s Services under this Agreement, although not created in an
      employment relationship, shall, for the purpose of copyright only, be
      deemed a work made in the course of employment under the Canadian law or a
      work-made-for-hire under the United States law and all other comparable
      international intellectual property laws and conventions. All work and
      materials, including all intellectual property and any other rights
      including, without limitation, all copyright which the Consultant may have
      in and to the results and proceeds of the Services hereunder shall vest
      irrevocably and exclusively with the Company, and are otherwise hereby
      assigned to the Company as and when created. The Consultant hereby waives
      in favor of the Company any moral rights which it may have, if any, in and
      to any works, materials, or services which it may provide or create
      hereunder.

	 	 	 
	9.2 	
      The Consultant hereby grants to the Company the
      irrevocable right to use or permit others to use the Consultant’s name,
      likeness, biography and other personal identification in connection with
      any advertising, publicity, promotion or other business of the Company, or
      in connection with any disclosure obligations of the Company pursuant to
      any applicable corporate or securities laws.

	 	 	 
	10. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 
	10.1 	
      The Consultant represents, warrants, and covenants to the
      Company as follows:

	 	 	 
		
      (a) 
	All material, notes, writings, or ideas written,
      submitted or published by the Consultant pursuant to this Agreement shall
      be wholly original with the Consultant or based on materials supplied by
      the Company and shall not be copied in whole or in part from
  any


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	other work except to the extent that such work is
      non-proprietary, in the public domain, or duly licensed on behalf of the
      Company pursuant to this Agreement;
	 	 	 
		(b) 	
      To the best of the Consultant’s knowledge, information
      and belief, all of the results and proceeds of the Consultant’s Services
      will not defame any person and will not infringe upon the copyright or any
      other right of any person or company, or violate any law, regulation, or
      judicial or governmental order.

	 	 	 
		(c) 	
      The Consultant will not accept any engagement nor engage
      in any activities that will interfere with the Consultants’ ability to
      provide the Services set out herein;

	 	 	 
	11. 	
      INDEMNIFICATION

	 	 	 
	11.1 	
      The Consultant agrees to indemnify and hold harmless the
      Company, its partners, financiers parent, affiliated and related
      companies, and all of their respective individual shareholders, directors,
      officers, employees, licensees and assigns (collectively the “the
      Company Indemnified Parties”) from and against any claims, actions,
      losses and expenses (including legal expenses) occasioned by any breach of
      the Consultant’s representations and warranties contained herein, by any
      breach of any other provision of this Agreement by the
  Consultant.

	 	 	 
	11.2 	
      Without limited the foregoing, the Consultant agrees to
      indemnify and hold harmless the Company Indemnified Parties from and
      against any and all taxes or amounts which the Company may have to pay and
      any and all liabilities (including judgments, penalties, interest,
      damages, costs and expenses including reasonable outside legal fees) which
      may be obtained against, imposed upon or suffered by the Company or which
      the Company may incur by reason of its failure to deduct and withhold from
      the compensation payable under the Agreement any amounts required or
      permitted to be deducted and withheld from the compensation of an
      employee.

	 	 	 
	12. 	
      MISCELLANEOUS PROVISIONS

	 	 	 
	12.1 	
      Relationship Between the Parties. Nothing
      contained in this Agreement shall be construed as creating any
      relationship (whether by way of employer/employee, agency, joint venture,
      association, or partnership). It is expressly understood that the
      relationship between the parties shall be that of independent contractors,
      whether for the purposes of the Income Tax Act (Canada), provincial
      taxation legislation or otherwise.

	 	 	 
	12.2 	
      Time. Time is of the essence of this
      Agreement.



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	12.3 	
      Presumption. This Agreement or any section
      thereof shall not be construed against any party due to the fact that said
      Agreement or any section thereof was drafted by said party.

	 	 
	12.4 	
      Titles and Captions. All article, section
      and paragraph titles or captions contained in this Agreement are for
      convenience only and shall not be deemed part of the context nor affect
      the interpretation of this Agreement.

	 	 
	12.5 	
      Further Action. The parties hereto shall
      execute and deliver all documents, provide all information and take or
      forbear from all such action as may be necessary or appropriate to achieve
      the purposes of this Agreement.

	 	 
	12.6 	
      Good Faith, Cooperation and Due Diligence.
      The parties hereto covenant, warrant and represent to each other good
      faith, complete cooperation, due diligence and honesty in fact in the
      performance of all obligations of the parties pursuant to this Agreement.
      All promises and covenants are mutual and dependent.

	 	 
	12.7 	
      Savings Clause. If any provision of this
      Agreement, or the application of such provision to any person or
      circumstance, shall be held invalid, the remainder of this Agreement, or
      the application of such provision to persons or circumstances other than
      those as to which it is held invalid, shall not be affected
  thereby.

	 	 
	12.8 	
      Assignment. This Agreement may not be
      assigned by either party hereto without the written consent of the other,
      but shall be binding upon the successors of the parties.

	 	 
	12.9 	
      Notices. All notices required or permitted
      to be given under this Agreement shall be given in writing and shall be
      sent by registered mail, postage paid, or delivered, either personally or
      by express delivery service to the party to be notified. Notice to each
      party shall be deemed to have been duly given within fort-eight (48) hours
      after mailing, or upon personally delivery or by delivery by courier,
      addressed to the attention of the officer at the address set forth
      heretofore, or to such other officer or addresses as either party may
      designate, upon at least ten (10) days written notice, to the other
      party.

	 	 
	12.10 	
      Entire agreement. This Agreement contains
      the entire understanding and agreement among the parties. There are no
      other agreements, conditions or representations, oral or written, express
      or implied, with regard thereto. This Agreement may be amended only in
      writing signed by all parties.

	 	 
	12.11 	
      Waiver. A delay or failure by any party to
      exercise a right under this Agreement, or a partial or single exercise of
      that right, shall not constitute a waiver of that or any other
    right.



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	12.12 	
      Counterparts. This Agreement may be
      executed in counterparts, each of which shall be deemed an original, but
      all of which together shall constitute one and the same Agreement. In the
      event that the document is signed by one party and faxed to another the
      parties agree that a faxed signature shall be binding upon the parties to
      this Agreement as though the signature was an original.

	 	 
	12.13 	
      Successors. The provisions of this
      Agreement shall be binding upon all parties, their successors and assigns,
      including any corporation with which or into which the Company may be
      merged or which may succeed to its assets or business, provided, however,
      that the obligations of the Consultant are personal and shall not be
      assigned.

	 	 
	12.14 	
      Counsel. The parties expressly acknowledge
      that each has been advised to seek separate counsel for advice in this
      matter and has been given a reasonable opportunity to do so.

	 	 
	12.15 	
      Governing Law. This Agreement shall be governed by
      the laws of the Province of British Columbia and the federal laws of
      Canada applicable therein.



IN WITNESS WHEREOF this Agreement has been executed by
the parties to it, effective as of the day, month and year first written
above:

	 	SALAMON GROUP, INC. 	 
	 	  	 
	 	/s/ John Salamon 	 
	 By: 		 
	 	John Salamon 	 
	 	President and Chief Executive
      Officer 	 
	 	  	 
	 	  	 
	 	THE CONSULTANT 	 
	 	  	 
	 	/s/ Harold Schneider 	 
	 By: 		 
	 	Harold Schneider 	 


Page 10 of 18





	EXHIBIT “A” 
	SALAMON GROUP INC. 
	 
	2008 STOCK COMPENSATION PLAN 
	 
	  
	SECTION 1 
	INTRODUCTION 


1.1 Establishment. Salamon Group Inc. (the
“Company”), a Nevada corporation, hereby establishes the Salamon Group
Inc. 2008 Non-qualified Stock Plan (the “Plan”) for employees,
consultants, directors, and other persons associated with the Company and any of
the Company’s subsidiaries, whom the Board wishes to incite.

1.2 Purposes. The purposes of this Plan are to (i)
attract and retain the best available personnel for positions of responsibility
within the Company (ii) provide incentives to employees, officers, and
management of the Company, (iii) provide Directors, Consultants and Advisors of
the Company with an opportunity to acquire a proprietary interest in the Company
to encourage their continued provision of services to the Company, and to
provide such persons with incentives and rewards for superior performance more
directly linked to the profitability of the Company's business and increases in
shareholder value, and (iv) generally to promote the success of the Company's
business and the interests of the Company and all of its stockholders, through
the issuance of shares of the Company's Common Stock. 

     Incentive benefits granted
hereunder may be shares. The amount of shares issued shall be determined by the
board or the Compensation Committee and reflected in the terms of written
agreements.

SECTION 2 
DEFINITIONS

2.1 Definitions. The following terms will have the
meanings set forth below:

“Affiliated Corporation” means any corporation or other
entity (including, but not limited to, a partnership) which exercises control
over the Company through stock ownership or otherwise, and includes subsidiaries
of the Company.

“Board” means the Board of Directors of the Company.

Page 11 of 18




“Code” means the Internal Revenue Code of the USA or the
Income Tax Act of Canada, as it may be amended form time to time, and as
appropriate to the context and as applies to the Eligible Participant.

“Effective Date” means the effective date of the Plan,
which will be upon approval of the Board of Directors of the Company.

“Eligible Participants” means any employees (including,
without limitation, all officers), directors, consultants and any other persons
whom the Board wishes to incite to contribute to the fortunes of the Company and
permitted by law or policy to receive Shares.

“Non-Statutory Share” means a Share issued under this
Plan in accordance with the requirements of the Code, as amended from time to
time.

“Plan Limit” shall have the meaning set forth in section
4.1.

“Share” or “Shares” shall mean the Company's
Common Shares, $.001 par value per share, or, in the event that the outstanding
Common Shares are hereafter changed into or exchanged for different shares of
securities of the Company, such other shares or securities.

“Share Agreement” shall mean an agreement that will be
entered into by the Company and the Eligible Participant to whom the Shares are
issued and will contain terms and conditions governing the issuance of
Shares

“Stockholder” means an Eligible Participant designated
by the Share Issuance Committee from time to time during the term of the Plan to
receive one or more Shares under the Plan.

“Share Issuance Committee” means the Compensation
Committee of the Company, unless the Board strikes a separate committee, and in
the absence of an empowered committee shall mean the Board.

“Stock” means the common stock of the Company.

2.2 Gender and Number. Except where otherwise indicated
by the context, the masculine gender also will include the feminine gender, and
the definition of any term herein in the singular also will include the
plural.

Page 12 of 18




SECTION 3 
PLAN ADMINISTRATION

3.1 The Plan shall be administered by the Board. Subject
to the express limitations of the Plan, the Board shall have authority in its
discretion to determine the Eligible Persons to whom, and the time or times at
which, Awards may be granted, the number of shares subject to each Award, the
time or times at which an Award will become vested, the performance criteria,
business or performance goals or other conditions of an Award, and all other
terms of the Award. The Board shall also have discretionary authority to
interpret the Plan, to make all factual determinations under the Plan, and to
make all other determinations necessary or advisable for Plan administration.
The Board may prescribe, amend, and rescind rules and regulations relating to
the Plan. All interpretations, determinations, and actions by the Board shall be
final, conclusive, and binding upon all parties.

SECTION 4
STOCK SUBJECT TO THE PLAN AND EXCEPTIONS

4.1 Plan limit. A maximum of 5,000,000 Shares (“Plan
Limit”) are authorized for issuance under the Plan in accordance with the
provisions of the Plan. Shares that are issued will be deducted from the Plan
Limit and such Plan Limit shall not be increased without approval of the board
or, if shareholders of the Company have so required, without approval of the
shareholders of the Company. While any Shares are outstanding, the Company will
retain as authorized and unissued Stock at least the number of Shares from time
to time required under the provisions of the Plan or otherwise assure itself of
its ability to perform its obligations hereunder.

4.2 Unused and Forfeited Stock. Any Shares that are
subject to this Plan that are not used because the terms and conditions of the
Share Agreement are not met or any Shares that are used for full or partial
payment of the purchase price of Shares or any Shares retained by the Company
for any purpose of this Plan automatically will be returned to the Plan Limit
and become available for again for use under the Plan.

4.3 Adjustments for Stock Split, Stock Dividend, Etc. If
the Company \at any time increases or decreases the number of its outstanding
Shares of Stock, or changes in any way the rights and privileges of such Shares
by means of the Payment of a Stock dividend or any other distribution upon such
Shares payable in Stock, or through a stock split, subdivision, consolidation,
combination, reclassification or recapitalization involving the Stock, then, in
relation to the Stock that is affected by the above events, the provisions of
this Section 4.3 will apply. In such event, the numbers, rights and privileges
of the following will be increased, 

Page 13 of 18




decreased or changed in like manner as if such shares had been
issued and outstanding, fully paid and non-assessable at the time of such
event.

4.4 General Adjustment Rules. If any adjustment or
substitution provided for in this Section 4 will result in the creation of a
fractional Share, the number of Shares will be rounded to the next higher
Share.

4.5 Determination by Share Issuance Committee, Etc.
Adjustments under this Section 4 will be made by the Share Issuance
Committee, whose determinations with regard thereto will be final and binding
upon all parties.

4.6 Shares Exceptional to Plan. With the concurrence of
the Board, the Share Issuance Committee may issue Shares outside the Plan or
within the Plan but in excess of the Plan Limit, such that the available Plan
Limit is not diminished, for exceptional circumstances or to acquire or retain
personnel or achieve important goals or strategic targets considered important
to the Company but which cannot reasonably be fit into the Plan Limit or the
Plan due to insufficiency of available Plan Shares, legal impediments whereby
the recipient cannot or is best not included in the Plan, or other purposes or
reasons considered appropriate to the Board.

4.7 Limitations on Issuance. The Share Issuance
Committee shall not, nor does it have the authority to, issue any stock
compensation under this Plan for service related to investor relations or
capital raising activities.

SECTION 5 
REORGANIZATION OR LIQUIDATION

5.1 Reorganization and Shares. In the event that the
Company is merged or consolidated with another corporation (other than a merger
or consolidation in which the Company is the continuing corporation and that
does not result in any reclassification or change of outstanding Shares), or if
all or substantially all of the assets or control of the outstanding voting
stock of the Company is acquired by any other corporation, business entity or
person (other than by a sale or conveyance in which the Company continues as a
holding company of an entity or entities that conduct the business of businesses
formerly conducted by the Company), or in case of a reorganization (other than a
reorganization under the United States Bankruptcy Code) or liquidation of the
Company, the Share Issuance Committee will have the power and discretion to
prescribe the terms and conditions for the modification of any outstanding
Shares issued hereunder. By way of illustration, and not by way of limitation,
the Share Issuance Committee may provide that such Shares will be exchanged or
converted into Shares of the surviving or acquiring corporation, or may provide
for a payment or distribution in respect of outstanding 

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Shares in cancellation thereof. Any such determinations by the
Share Issuance Committee may be made generally with respect to all Stockholders,
or may be made on a case-by-case base with respect to particular Stockholders.
The provisions of this Section 5 will not apply to any transaction undertaken
for the purpose of reincorporating the Company under the laws of another
jurisdiction, if such transaction does not materially affect the beneficial
ownership of the Company’s capital stock. Any determination by the Share
Issuance Committee hereunder shall not amend the terms of any Share without the
consent of the Stockholder unless, in the opinion of the Committee acting
reasonably, such amendment is necessary to permit the alterations to the Company
to be effected and such is in the interest of shareholders generally.

SECTION 6 
STOCK SHARES

6.1 Issuance of Shares. An Eligible Participant may be
issued one or more Shares.

6.2 Share Agreements. Each Share issued under the Plan
will be evidenced by a written Share Agreement that will be entered into by the
Company and the Eligible Participant to whom the Share is issued (the
“Stockholder”), and will be deemed to contain the following terms and
conditions, unless other terms and conditions inconsistent therewith have been
entered into the Share Agreement. In the event of inconsistency between the
provisions of the Plan and any Share Agreement entered into, the provisions of
the Share Agreement will be considered to have been determined to be exceptional
from the below and such Share Agreement shall govern where not inconsistent with
law. However, the provisions of the Plan will govern where the Share Agreement
omits to provide for a matter governed by the Plan and the Share Agreement will
not be incomplete nor unenforceable if it fails to provide for a matter provided
by the terms of this Plan as such shall be incorporated by reference:

(a) Number of Shares. Each Share Agreement will state
that it covers a specified number of Shares, as determined by the Share Issuance
Committee and the Share Agreement. If the Share Agreement fails to state the
number then it shall be the number set forth in the minutes of the Share
Issuance Committee.

(b) Issuance. Each share agreement will state the amount
of Shares which shall be issued. 

(c) Date of Issuance. Shares will be considered as
having been issued on the date specified in the issuance resolution of the Share
Issuance Committee.

6.3 Stockholder Privileges. Prior to the issuance of the
Shares to the Stockholder, the Stockholder will have no rights as a stockholder
with respect to any Shares issued to such 

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person under this Plan and, until the Stockholder becomes the
holder of the record of such Stock, no adjustments, other than those described
in Section 4, will be made for dividends or other distributions or other rights
to which there is a record date preceding the date such Stockholder becomes the
holder of record of such Stock.

SECTION 7
RIGHTS OF EMPLOYEES AND STOCKHOLDERS

7.1 Employment. Nothing contained in the Plan or in any
Share Agreement will confer upon any Eligible Participant any right with respect
to the continuation of employment by the Company, or interfere in any way with
the right of the Company, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of such Eligible Participant form the rate
in existence at the time of the issuance of Shares.

SECTION 8
GENERAL RESTRICTIONS

8.1 Investment representations. The Company may require
any person to whom Shares are issued to give written assurances, in substance
and form satisfactory to the Company and its counsel, to the effect that such
person is acquiring the Stock subject to the Share Agreement for his own account
for investment and not with any present intention of selling and to such other
effects as the Company deems necessary or appropriate in order to comply with
federal and applicable state and provincial securities laws. Legends evidencing
such restrictions may be placed on the certificates evidencing the Stock.

8.2 Compliance with Securities Laws. Each Share
Agreement will be subject to the requirement that if at any time counsel to the
Company determines that the listing, registration or qualification of the Shares
upon any securities exchange or under any state, provincial or federal law, or
the consent or approval of any governmental or regulatory body, is necessary as
a condition of, or in connection with, the issuance of Shares thereunder, such
Shares may not be issued in whole or in part unless such listing, registration,
qualification, consent or approval will have been effected or obtained on
conditions acceptable to the Share Issuance Committee. Nothing herein will be
deemed to require the Company to apply for or to obtain such listing,
registration or qualification. However, where available to the circumstances of
an Stockholder the Company will include the Share with any other filings that
the Company elects, at its sole discretion, to file under S-8 or any other
filings with the SEC but the Company shall not be obliged to make an individual
filing for a particular Share, unless such shall have been required pursuant to
the specific Share Agreement.

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SECTION 9
OTHER EMPLOYEE BENEFITS

9.1 Benefits and Taxes. The amount of any compensation
deemed to be received by a Stockholder as a result of a Share issuance will not
constitute “earnings” with respect to which any other employee benefits of such
Stockholder are determined, including, without limitation, benefits under any
pension, profit sharing, life insurance or salary continuation plan. Any taxable
consequences of any Share issuance are entirely the responsibility of the
Stockholder and no contribution shall be required of the Company and, further,
if the Company should suffer liability for unpaid taxes of a Stockholder then
the full amount of such shall be a debt of the Stockholder to the Company
payable immediately and for which the Company may seek judgment and, before
judgment or process, may set-off against any amounts due to the Stockholder or
may recover, again before judgment or process, by exercise of voiding the Share
Issuance at the discretion of the Share Issuance Committee. 

SECTION 10
PLAN AMENDMENT, MODIFICATION AND TERMINATION

10.1 Amendment. The Board may at any time terminate and,
from time to time, may amend or modify the Plan provided, however, that no
amendment or modification may become effective without approval of the amendment
or modification by the stockholders where stockholder approval is required to
enable the Plan to satisfy any applicable statutory requirements, or if the
Company, on the advice of counsel, determines that stockholder approval
otherwise is necessary or desirable.

     No amendment, modification or
termination of the Plan will in any manner adversely affect any Shares
theretofore issued under the Plan, without the consent of the Stockholders
holding such Shares.

SECTION 11 
WITHHOLDING

11.1 Withholding Requirement. The Company’s obligations
to issue Shares will be subject to the Stockholder’s satisfaction of all
applicable federal, state and local income and other tax withholding
requirements and applicable securities requirements.

11.2 Withholding With Stock. At the time Shares are
issued the Share Issuance Committee, in its sole discretion, may permit the
Stockholder to pay all such amounts of tax withholding, or 

Page 17 of 18




any part thereof, that is due upon exercise of the Share by
such adjustments as the Share Issuance Committee determines.

SECTION 12 
BROKERAGE ARRANGEMENTS

12.1 Brokerage. The Share Issuance Committee, in its
discretion, may enter into arrangements with one or more banks, brokers or other
financial institutions to facilitate the disposition of shares acquired upon,
including, without limitation, sale of acquired Shares

SECTION 13 
NONEXCLUSIVITY OF THE PLAN

13.1 Other Plans. The adoption of this Plan by the Board
will not be construed as creating any limitations on the power or authority of
the Board to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Board may deem necessary or desirable or
preclude or limit the continuation of any other plan, practice or arrangement
for the payment of compensation or fringe benefits to employees generally, or to
any class or group of employees, or any other persons that the Company or any
Affiliated Corporation now has lawfully put into effect, including, without
limitation, any retirement, pension, savings and stock purchase plan, insurance,
death and disability benefits and executive short-term incentive plans.

SECTION 14 
REQUIREMENTS OF LAW

14.1 Requirements of Law. The issuance of Stock and the
payment of cash pursuant to the Plan will be subject to all applicable laws,
rules and regulations.

14.2 Governing Law. The Plan and all agreements
hereunder will be construed in accordance with and governed by the laws of the
State of Nevada.

SECTION 15 
DURATION OF THE PLAN

15.1 Termination. The Plan will terminate at such time
as may be determined by the Board, and no Shares will be issued after such
termination. If not sooner terminated under the preceding sentence, the Plan
will fully cease and expire on the date that the Plan Limit has been exhausted
and all Shares issued.

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