RINO
INTERNATIONAL CORPORATION











2009
STOCK INCENTIVE PLAN













ARTICLE
I




PURPOSE




The
purpose of this Plan is to enhance the profitability and value of the Company
for the benefit of its stockholders by enabling the Company to offer Eligible
Employees, Consultants and Non-Employee Directors cash and stock-based
incentives in the Company to attract, retain and reward such individuals and
strengthen the mutuality of interests between such individuals and the Company’s
stockholders.




ARTICLE
II




DEFINITIONS




For
purposes of this Plan, the following terms shall have the following
meanings:




2.1         “Acquisition
Event”means a merger or consolidation in
which the Company is not the surviving entity, any transaction that results in
the acquisition of all or substantially all of the Company’s outstanding Common
Stock by a single person or entity or by a group of persons and/or entities
acting in concert, or the sale or transfer of all or substantially all of the
Company’s assets.




2.2         “Affiliate”means each of the following:
(a) any Subsidiary; (b) any Parent; (c) any corporation, trade or
business (including, without limitation, a partnership or limited liability
company) which is directly or indirectly controlled 50% or more (whether by
ownership of stock, assets or an equivalent ownership interest or voting
interest) by the Company; (d) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which directly
or indirectly controls 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) of the Company; and
(e) any other entity in which the Company or any of its Affiliates has a
material equity interest and which is designated as an “Affiliate” by resolution
of the Committee; provided that the Common Stock subject to any Award
constitutes “service recipient stock” for purposes of Section 409A of the Code
or otherwise does not subject the Award to Section 409A of the Code. For
purposes of this Plan, Dalian RINO Environment Engineering Science and
Technology Co., Ltd., and its current and future Affiliate, shall each be deemed
an “Affiliate” of the Company.




2.3 “Appreciation
Award”means any Award under this Plan of any
Stock Option, Stock Appreciation Right or Other Stock-Based Award, provided that
such Other Stock-Based Award is based on the appreciation in value of a share of
Common Stock in excess of an amount equal to at least the Fair Market Value of
the Common Stock on the date such Other Stock-Based Award is
granted.




2.4         “Award”means any award under this Plan of any
Stock Option, Stock Appreciation Right, Restricted Stock, Performance Share,
Other Stock-Based Award or Performance-Based Cash Awards. All Awards shall be
granted by, confirmed by, and subject to the terms of, a written agreement
executed by the Company and the Participant.








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




2.6         “Cause”means with respect to a Participant’s
Termination of Employment or Termination of Consultancy from and after the date
hereof, the following: (a) in the case where there is no employment agreement,
consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the grant
of the Award (or where there is such an agreement but it does not define “cause”
(or words of like import)), termination due to: (i) a Participant’s conviction
of, or plea of guilty or nolo contendere to, a felony; (ii) perpetration by a
Participant of an illegal act, or fraud which could cause significant economic
injury to the Company; (iii) continuing willful and deliberate failure by the
Participant to perform the Participant’s duties in any material respect,
provided that the Participant is given notice and an opportunity to effectuate a
cure as determined by the Committee; or (iv) a Participant’s willful misconduct
with regard to the Company that could have a material adverse effect on the
Company; or (b) in the case where there is an employment agreement, consulting
agreement, change in control agreement or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the
Award that defines “cause” (or words of like import), “cause” as defined under
such agreement; provided, however, that with regard to any agreement under which
the definition of “cause” only applies on occurrence of a change in control,
such definition of “cause” shall not apply until a change in control actually
takes place and then only with regard to a termination thereafter. With respect
to a Participant’s Termination of Directorship, “cause” means an act or failure
to act that constitutes cause for removal of a director under applicable Nevada
law.




2.7         “Change
in Control”has the meaning set forth in Section
13.2.




2.8         “Change
in Control Price”has the meaning set forth in Section
13.1.




2.9         “Code”means the Internal Revenue Code of
1986, as amended. Any reference to any section of the Code shall also be a
reference to any successor provision and any Treasury Regulation promulgated
thereunder.




2.10       “Committee” means: (a) with respect to the
application of this Plan to Eligible Employees and Consultants, a committee or
subcommittee of the Board appointed from time to time by the Board, which
committee or subcommittee shall consist of two or more non-employee directors,
each of whom shall be (i) a “non-employee director” as defined in Rule 16b-3;
(ii) to the extent required by Section 162(m) of the Code, an “outside director”
as defined under Section 162(m) of the Code; and (iii) an “independent director”
for purposes of the applicable stock exchange rules; and (b) with respect
to the application of this Plan to Non-Employee Directors, the Board. To the
extent that no Committee exists that has the authority to administer this Plan,
the functions of the Committee shall be exercised by the Board. If for any
reason the appointed Committee does not meet the requirements of Rule 16b-3 or
Section 162(m) of the Code, such noncompliance shall not affect the validity of
Awards, grants, interpretations or other actions of the
Committee.





2.11       “Common
Stock”means the common stock, $0.0001 par
value per share, of the Company.




2.12       “Company”means RINO International Corporation,
a Nevada corporation, and its successors by operation of
law.




2.13       “Consultant”means any individual or entity who
provides bona fide consulting or advisory services to the Company or its
Affiliates pursuant to a written agreement, which are not in connection with the
offer and sale of securities in a capital-raising
transaction.








2.14 “Disability”means with respect to a Participant’s
Termination, a permanent and total disability as defined in Section 22(e)(3) of
the Code. A Disability shall only be deemed to occur at the time of the
determination by the Committee of the Disability. Notwithstanding the foregoing,
for Awards that are subject to Section 409A of the Code, Disability shall mean
that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the
Code.




2.15 “Effective
Date”means the effective date of this Plan
as defined in Article XVII.




2.16 “Eligible
Employees”means each employee of the Company or
an Affiliate.




2.17 “Exchange
Act”means the Securities Exchange Act of
1934, as amended. Any references to any section of the Exchange Act shall also
be a reference to any successor provision.




2.18       “Fair
Market Value”means, unless otherwise required by
any applicable provision of the Code or any regulations issued thereunder, as of
any date and except as provided below, the last sales price reported for the
Common Stock on the applicable date: (a) as reported on the principal national
securities exchange in the United States on which it is then traded, or (b) if
the Common Stock is not traded, listed or otherwise reported or quoted, the
Committee shall determine in good faith the Fair Market Value in whatever manner
it considers appropriate taking into account the requirements of Section 409A of
the Code. For purposes of the grant of any Award, the applicable date shall be
the trading day immediately prior to the date on which the Award is granted. For
purposes of the exercise of any Award, the applicable date shall be the date a
notice of exercise is received by the Committee or, if not a day on which the
applicable market is open, the next day that it is open.




2.19 “Family
Member”means “family member” as defined in
Section A.1.(5) of the general instructions of Form S-8.




2.20       “GAAP”has the meaning set forth in Section
11.2(c)(ii).




2.21 “Incentive
Stock Option”means any Stock Option awarded to an
Eligible Employee of the Company, its Subsidiaries and its Parent (if any) under
this Plan intended to be and designated as an “Incentive Stock Option” within
the meaning of Section 422 of the Code.





2.22 “Non-Employee
Director”means a director of the Company who is
not an active employee of the Company or an Affiliate.




2.23 “Non-Qualified
Stock Option”means any Stock Option awarded under
this Plan that is not an Incentive Stock Option.




2.24 “Other
Stock-Based Award”means an Award under Article X of this
Plan that is valued in whole or in part by reference to, or is payable in or
otherwise based on, Common Stock, including, without limitation, a restricted
stock unit or an Award valued by reference to an Affiliate.




2.25 “Parent”means any parent corporation of the
Company within the meaning of Section 424(e) of the Code.




2.26       “Participant”means an Eligible Employee,
Non-Employee Director or Consultant to whom an Award has been granted pursuant
to this Plan.








2.27      “Performance
Goals”means, for purposes of the grant or
vesting of Awards of Restricted Stock, Other Stock-Based Awards, Performance
Shares and/or Performance-Based Cash Awards, each intended to be
“performance-based” under Section 162(m) of the Code, shall be based on the
attainment of certain target levels of, or a specified increase or decrease (as
applicable) of the performance goals established by the
Committee.




2.28“Performance-Based
Cash Award”means a cash Award under Article XI of
this Plan that is payable or otherwise based on the attainment of certain
pre-established performance goals during a Performance
Period.




2.29       “Performance
Period”means the duration of the period
during which receipt of an Award is subject to the satisfaction of performance
criteria, such period as determined by the Committee in its sole
discretion.




2.30      
“Performance
Share”means an Award made pursuant to
Article IX of this Plan of the right to receive Common Stock or cash of an
equivalent value at the end of a specified Performance
Period.




2.31 “Person”means any individual, corporation,
partnership, limited liability company, firm, joint venture, association,
joint-stock company, trust, incorporated organization, governmental or
regulatory or other entity.




2.32 “Plan”means this RINO International
Corporation 2009 Stock Incentive Plan, as amended from time to
time.




2.33 “Reference
Stock Option”has the meaning set forth in Section
7.1.




2.34 “Restricted
Stock”means an Award of shares of Common
Stock under this Plan that is subject to restrictions under Article
VIII.




2.35 “Restriction
Period”has the meaning set forth in
Subsection 8.3(a).




2.36      
“Rule
16b-3”means Rule 16b-3 under Section 16(b)
of the Exchange Act as then in effect or any successor
provision.




2.37      
“Section
162(m) of the Code”means the exception for
performance-based compensation under Section 162(m) of the Code and any
applicable Treasury regulations thereunder.




2.38 “Section
409A of the Code”means the nonqualified deferred
compensation rules under Section 409A of the Code and any applicable Treasury
regulations thereunder.




2.39      
“Securities
Act”means the Securities Act of 1933, as
amended and all rules and regulations promulgated thereunder. Any reference to
any section of the Securities Act shall also be a reference to any successor
provision.





2.40      
“Stock
Appreciation Right”means the right pursuant to an Award
granted under Article VII. A Tandem Stock Appreciation Right shall mean the
right to surrender to the Company all (or a portion) of a Stock Option in
exchange for cash or a number of shares of Common Stock (as determined by the
Committee, in its sole discretion, on the date of grant) equal to the difference
between (a) the Fair Market Value on the date such Stock Option (or such
portion thereof) is surrendered, of the Common Stock covered by such Stock
Option (or such portion thereof), and (b) the aggregate exercise price of
such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation
Right shall mean the right to receive cash or a number of shares of Common Stock
(as determined by the Committee, in its sole discretion, on the date of grant)
equal to the difference between (i) the Fair Market Value of a share of
Common Stock on the date such right is exercised, and (ii) the aggregate
exercise price of such right, otherwise than on surrender of a Stock
Option.




2.41 “Stock
Option”or“Option”means any option to purchase shares of
Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants granted pursuant to Article VI.




2.42      
“Subsidiary”means any subsidiary corporation of
the Company within the meaning of Section 424(f) of the
Code.




2.43      
“Ten
Percent Stockholder”means a person owning stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, its Subsidiaries or its Parent.




2.44      
“Termination”means a Termination of Consultancy,
Termination of Directorship or Termination of Employment, as
applicable.




2.45      
“Termination
of Consultancy”means: (a) that the Consultant is no
longer acting as a consultant to the Company or an Affiliate; or (b) when an
entity which is retaining a Participant as a Consultant ceases to be an
Affiliate unless the Participant otherwise is, or thereupon becomes, a
Consultant to the Company or another Affiliate at the time the entity ceases to
be an Affiliate. In the event that a Consultant becomes an Eligible Employee or
a Non-Employee Director upon the termination of his or her consultancy, unless
otherwise determined by the Committee, in its sole discretion, no Termination of
Consultancy shall be deemed to occur until such time as such Consultant is no
longer a Consultant, an Eligible Employee or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Consultancy in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Consultancy thereafter.




2.46 “Termination
of Directorship”means that the Non-Employee Director
has ceased to be a director of the Company; except that if a Non-Employee
Director becomes an Eligible Employee or a Consultant upon the termination of
his or her directorship, his or her ceasing to be a director of the Company
shall not be treated as a Termination of Directorship unless and until the
Participant has a Termination of Employment or Termination of Consultancy, as
the case may be.




2.47      
“Termination
of Employment”means: (a) a termination of
employment (for reasons other than a military or personal leave of absence
granted by the Company) of a Participant from the Company and its Affiliates; or
(b) when an entity which is employing a Participant ceases to be an
Affiliate, unless the Participant otherwise is, or thereupon becomes, employed
by the Company or another Affiliate at the time the entity ceases to be an
Affiliate. In the event that an Eligible Employee becomes a Consultant or a
Non-Employee Director upon the termination of his or her employment, unless
otherwise determined by the Committee, in its sole discretion, no Termination of
Employment shall be deemed to occur until such time as such Eligible Employee is
no longer an Eligible Employee, a Consultant or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Employment in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Employment thereafter.




2.48“Transfer” means: (a) when used as a
noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in a Person),
whether for value or no value and whether voluntary or involuntary (including by
operation of law), and (b) when used as a verb, to directly or indirectly
transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise
dispose of (including the issuance of equity in a Person) whether for value or
for no value and whether voluntarily or involuntarily (including by operation of
law). “Transferred” and “Transferrable” shall have a correlative
meaning.







ARTICLE
III




ADMINISTRATION




3.1       
  The
Committee.The Plan shall be administered and
interpreted by the Committee.




3.2        
Grants
of Awards. The Committee
shall have full authority to grant, pursuant to the terms of this Plan, to
Eligible Employees, Consultants and Non-Employee Directors: (i) Stock
Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock,
(iv) Performance Shares; (v) Other Stock-Based Awards, and (vi)
Performance-Based Cash Awards. In particular, the Committee shall have the
authority:




(a)
            to
      select the Eligible Employees, Consultants and Non-Employee Directors to
      whom Awards may from time to time be granted
  hereunder;





(b)
            to determine whether and to what
      extent Awards, or any combination thereof, are to be granted hereunder to
      one or more Eligible Employees, Consultants or Non-Employee
      Directors;




(c)
            to determine the number of shares
      of Common Stock to be covered by each Award granted
      hereunder;




(d)
            to determine the terms and
      conditions, not inconsistent with the terms of this Plan, of any Award
      granted hereunder (including, but not limited to, the exercise or purchase
      price (if any), any restriction or limitation, any vesting schedule or
      acceleration thereof, or any forfeiture restrictions or waiver thereof,
      regarding any Award and the shares of Common Stock relating thereto, based
      on such factors, if any, as the Committee shall determine, in its sole
      discretion);




(e)
            to determine whether, to what
      extent and under what circumstances grants of Options and other Awards
      under this Plan are to operate on a tandem basis and/or in conjunction
      with or apart from other awards made by the Company outside of this
      Plan;




(f)
            to determine whether and under
      what circumstances a Stock Option may be settled in cash, Common Stock
      and/or Restricted Stock under
  Section 6.3(d);




(g)
            to determine whether, to what
      extent and under what circumstances Common Stock and other amounts payable
      with respect to an Award under this Plan shall be deferred either
      automatically or at the election of the Participant in any case, subject
      to, and in accordance with, Section 409A of the
    Code;




(h)
            to determine whether a Stock
      Option is an Incentive Stock Option or Non-Qualified Stock Option;
      and






(i)
              to determine whether to require a
      Participant, as a condition of the granting of any Award, to not sell or
      otherwise dispose of shares acquired pursuant to the exercise of an Award
      for a period of time as determined by the Committee, in its sole
      discretion, following the date of the acquisition of such
      Award.








3.3        
Guidelines. Subject to Article XIV hereof, the
Committee shall, in its sole discretion, have the authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing this Plan
and perform all acts, including the delegation of its responsibilities (to the
extent permitted by applicable law and applicable stock exchange rules), as it
shall, from time to time, deem advisable; to construe and interpret the terms
and provisions of this Plan and any Award issued under this Plan (and any
agreements relating thereto); and to otherwise supervise the administration of
this Plan. The Committee may, in its sole discretion, correct any defect, supply
any omission or reconcile any inconsistency in this Plan or in any agreement
relating thereto in the manner and to the extent it shall deem necessary to
effectuate the purpose and intent of this Plan. The Committee may, in its sole
discretion, adopt special guidelines and provisions for persons who are residing
in or employed in, or subject to, the taxes of, any domestic or foreign
jurisdictions to comply with applicable tax and securities laws of such domestic
or foreign jurisdictions. This Plan is intended to comply with the applicable
requirements of Rule 16b-3 and with respect to Awards intended to be
“performance-based,” the applicable provisions of Section 162(m) of the Code,
and this Plan shall be limited, construed and interpreted in a manner so as to
comply therewith.




3.4        
Decisions
Final. Any decision,
interpretation or other action made or taken in good faith by or at the
direction of the Company, the Board or the Committee (or any of its members)
arising out of or in connection with this Plan shall be within the absolute
discretion of all and each of them, as the case may be, and shall be final,
binding and conclusive on the Company and all employees and Participants and
their respective heirs, executors, administrators, successors and
assigns.




3.5Procedures. If the Committee is appointed, the
Board shall designate one of the members of the Committee as chairman and the
Committee shall hold meetings, subject to the By-Laws of the Company, at such
times and places as it shall deem advisable, including, without limitation, by
telephone conference or by written consent to the extent permitted by applicable
law. A majority of the Committee members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all the Committee
members in accordance with the By-Laws of the Company shall be fully effective
as if it had been made by a vote at a meeting duly called and held. The
Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem
advisable.




3.6Designation
of Consultants/Liability.




(a)
            The Committee may, in its sole
      discretion, designate employees of the Company and professional advisors
      to assist the Committee in the administration of this Plan and (to the
      extent permitted by applicable law and applicable exchange rules) may
      grant authority to officers to grant Awards and/or execute agreements or
      other documents on behalf of the
  Committee.




(b)
            The Committee may, in its sole
      discretion, employ such legal counsel, consultants and agents as it may
      deem desirable for the administration of this Plan and may rely upon any
      opinion received from any such counsel or consultant and any computation
      received from any such consultant or agent. Expenses incurred by the
      Committee or the Board in the engagement of any such counsel, consultant
      or agent shall be paid by the Company. The Committee, its members and any
      person designated pursuant to sub-section (a) above shall not be liable
      for any action or determination made in good faith with respect to this
      Plan. To the maximum extent permitted by applicable law, no officer of the
      Company or member or former member of the Committee or of the Board shall
      be liable for any action or determination made in good faith with respect
      to this Plan or any Award granted under
  it.








3.7 Indemnification. To the maximum extent permitted by
applicable law and the Certificate of Incorporation and By-Laws of the Company
and to the extent not covered by insurance directly insuring such person, each
officer or employee of the Company or any Affiliate and member or former member
of the Committee or the Board shall be indemnified and held harmless by the
Company against any cost or expense (including reasonable fees of counsel
reasonably acceptable to the Committee) or liability (including any sum paid in
settlement of a claim with the approval of the Committee), and advanced amounts
necessary to pay the foregoing at the earliest time and to the fullest extent
permitted, arising out of any act or omission to act in connection with the
administration of this Plan, except to the extent arising out of such officer’s,
employee’s, member’s or former member’s fraud. Such indemnification shall be in
addition to any rights of indemnification the officers, employees, directors or
members or former officers, directors or members may have under applicable law
or under the Certificate of Incorporation or By-Laws of the Company or any
Affiliate. Notwithstanding anything else herein, this indemnification will not
apply to the actions or determinations made by an individual with regard to
Awards granted to him or her under this Plan.




ARTICLE
IV




SHARE
LIMITATION




4.1 Shares.




(a)
              General
      Limitations. The aggregate number of shares of Common Stock that
      may be issued or used for reference purposes or with respect to which
      Awards may be granted under this Plan shall not exceed 2,500,000 shares
      (subject to any increase or decrease pursuant to Section 4.2), which may
      be either authorized and unissued Common Stock or Common Stock held in or
      acquired for the treasury of the Company or both; provided, however, that
      such number shall be increased at the end of each fiscal year of the
      Company in the same proportion as the issued and outstanding stock of the
      Company during such fiscal year; subject to a maximum of 10%of the issued and
      outstanding stock of the Company. If any Award granted under this Plan
      expires, terminates, is canceled or is forfeited for any reason, the
      number of shares of Common Stock underlying any such Award shall again be
      available for the purpose of Awards under the Plan, as provided in this
      Section 4.1(a). If a Tandem Stock Appreciation Right or a Limited Stock
      Appreciation Right is granted in tandem with an Option, such grant shall
      only apply once against the maximum number of shares of Common Stock which
      may be issued under this Plan. Notwithstanding anything herein to the
      contrary, other than with respect to Incentive Stock Options, any share of
      Common Stock subject to an Award that again becomes available for grant
      pursuant to this Section 4.1(a) shall be added back to the aggregate
      maximum limit.





(b)
            Individual
      Participant Limitations.




(i)The maximum number of shares of Common Stock subject to any Award
of Stock Options, Stock Appreciation Rights or shares of Restricted Stock for
which the grant of such Award or the lapse of the relevant Restriction Period is
subject to the attainment of Performance Goals in accordance with Section
8.3(a)(ii) herein which may be granted under this Plan during any fiscal year of
the Company to each Eligible Employee or Consultant shall be such number of
shares per type of Award (which shall be subject to any further increase or
decrease pursuant to Section 4.2) as determined by the Committee, provided that
the maximum number of shares of Common Stock for all types of Awards does not
exceed such number of shares as determined by the Committee (which shall be
subject to any further increase or decrease pursuant to Section 4.2) with
respect to any fiscal year of the Company. If a Tandem Stock Appreciation Right
is granted or a Limited Stock Appreciation Right is granted in tandem with a
Stock Option, it shall apply against the Eligible Employee's or Consultant's
individual share limitations for both Stock Appreciation Rights and Stock
Options.







(ii) The maximum number
of shares of Common Stock subject to any Award of Stock Options (other than
Incentive Stock Options), Stock Appreciation Rights, Performance Shares or Other
Stock-Based Awards which may be granted under this Plan during any fiscal year
of the Company to each Non-Employee Director shall be such number of shares per
type of Award (which shall be subject to any further increase or decrease
pursuant to Section 4.2) as determined by the Committee, provided that the
maximum number of shares of Common Stock for all types of Awards does not exceed
such number of shares as determined by the Committee (which shall be subject to
any further increase or decrease pursuant to Section 4.2) with respect to any
fiscal year of the Company. If a Tandem Stock Appreciation Right is granted or a
Limited Stock Appreciation Right is granted in tandem with a Stock Option, it
shall apply against the Non-Employee Director's individual share limitations for
both Stock Appreciation Rights and Stock Options.




(iii)          
There are no annual individual
Eligible Employee or Consultant share limitations on Restricted Stock for which
the grant of such Award or the lapse of the relevant Restriction Period is not
subject to attainment of Performance Goals in accordance with Section 8.3(a)(ii)
hereof.




(iv)          
The maximum number of shares of
Common Stock subject to any Award of Performance Shares which may be granted
under this Plan during any fiscal year of the Company to each Eligible Employee
or Consultant shall be such number of shares (which shall be subject to any
further increase or decrease pursuant to Section 4.2) as determined by the
Committee with respect to any fiscal year of the Company. Each Performance Share
shall be referenced to one share of Common Stock and shall be charged against
the available shares under this Plan at the time the unit value measurement is
converted to a referenced number of shares of Common Stock in accordance with
Section 9.1.




(v)           
The maximum payment under any
Performance-Based Cash Award payable with respect to any fiscal year of the
Company and for which the grant of such Award is subject to the attainment of
Performance Goals in accordance with Section 11.2(c) herein which may be granted
under this Plan with respect to any fiscal year of the Company to each Eligible
Employee or Consultant shall be as determined by the
Committee.




(vi)          
The individual Participant
limitations set forth in this Section 4.1(b) shall be cumulative; that is, to
the extent that shares of Common Stock for which Awards are permitted to be
granted to an Eligible Employee or a Consultant during a fiscal year are not
covered by an Award to such Eligible Employee or Consultant in a fiscal year,
the number of shares of Common Stock available for Awards to such Eligible
Employee or Consultant shall automatically increase in the subsequent fiscal
years during the term of the Plan until used.




4.2         
Changes.




(a)
            The existence of this Plan and
      the Awards granted hereunder shall not affect in any way the right or
      power of the Board or the stockholders of the Company to make or authorize
      (i) any adjustment, recapitalization, reorganization or other change in
      the Company’s capital structure or its business, (ii) any merger or
      consolidation of the Company or any Affiliate, (iii) any issuance of
      bonds, debentures, preferred or prior preference stock ahead of or
      affecting the Common Stock, (iv) the dissolution or liquidation of the
      Company or any Affiliate, (v) any sale or transfer of all or part of the
      assets or business of the Company or any Affiliate or (vi) any other
      corporate act or proceeding.









(b)
            Subject to the provisions of
      Section 4.2(d), if there shall occur any such change in the capital
      structure of the Company by reason of any stock split, reverse stock
      split, stock dividend, subdivision, combination or reclassification of
      shares that may be issued under the Plan, any recapitalization, any
      merger, any consolidation, any spin off, any reorganization or any partial
      or complete liquidation, or any other corporate transaction or event
      having an effect similar to any of the foregoing (a “Section
      4.2 Event”), then
      (i) the aggregate number and/or kind of shares that thereafter may be
      issued under the Plan, (ii) the number and/or kind of shares or other
      property (including cash) to be issued upon exercise of an outstanding
      Award or under other Awards granted under the Plan, (iii) the purchase
      price thereof, and/or (iv) the individual Participant limitations set
      forth in Section 4.1(b) (other than those based on cash limitations) shall
      be appropriately adjusted. In addition, subject to Section 4.2(d), if
      there shall occur any change in the capital structure or the business of
      the Company that is not a Section 4.2 Event (an “Other
      Extraordinary Event”), including by reason of any
      extraordinary dividend (whether cash or stock), any conversion, any
      adjustment, any issuance of any class of securities convertible or
      exercisable into, or exercisable for, any class of stock, or any sale or
      transfer of all or substantially all the Company’s assets or business,
      then the Committee, in its sole discretion, may adjust any Award and make
      such other adjustments to the Plan. Any adjustment pursuant to this
      Section 4.2 shall be consistent with the applicable Section 4.2 Event or
      the applicable Other Extraordinary Event, as the case may be, and in such
      manner as the Committee may, in its sole discretion, deem appropriate and
      equitable to prevent substantial dilution or enlargement of the rights
      granted to, or available for, Participants under the Plan. Any such
      adjustment determined by the Committee shall be final, binding and
      conclusive on the Company and all Participants and their respective heirs,
      executors, administrators, successors and permitted assigns. Except as
      expressly provided in this Section 4.2 or in the applicable Award
      agreement, a Participant shall have no rights by reason of any Section 4.2
      Event or any Other Extraordinary
Event.




(c)
            Fractional shares of Common Stock
      resulting from any adjustment in Awards pursuant to Section 4.2(a) or (b)
      shall be aggregated until, and eliminated at, the time of exercise by
      rounding-down for fractions less than one-half and rounding-up for
      fractions equal to or greater than one-half. No cash settlements shall be
      made with respect to fractional shares eliminated by rounding. Notice of
      any adjustment shall be given by the Committee to each Participant whose
      Award has been adjusted and such adjustment (whether or not such notice is
      given) shall be effective and binding for all purposes of this
      Plan.




(d)
            In the event of an Acquisition
      Event, the Committee may, in its sole discretion, terminate all
      outstanding and unexercised Stock Options or Stock Appreciation Rights or
      any Other Stock Based Award that provides for a Participant elected
      exercise effective as of the date of the Acquisition Event, by delivering
      notice of termination to each Participant at least 20 days prior to the
      date of consummation of the Acquisition Event, in which case during the
      period from the date on which such notice of termination is delivered to
      the consummation of the Acquisition Event, each such Participant shall
      have the right to exercise in full all of his or her Stock Options or
      Stock Appreciation Rights that are then outstanding (without regard to any
      limitations on exercisability otherwise contained in the Award
      agreements), but any such exercise shall be contingent on the occurrence
      of the Acquisition Event, and, provided that, if the Acquisition Event
      does not take place within a specified period after giving such notice for
      any reason whatsoever, the notice and exercise pursuant thereto shall be
      null and void.








If an
Acquisition Event occurs but the Committee does not terminate the outstanding
Awards pursuant to this Section 4.2(d), then the provisions of Section 4.2(b)
and Article XIII shall apply.




4.3        
Minimum
Purchase Price.
Notwithstanding any provision of this Plan to the contrary, if authorized but
previously unissued shares of Common Stock are issued under this Plan, such
shares shall not be issued for a consideration that is less than as permitted
under applicable law.




ARTICLE
V




ELIGIBILITY –
GENERAL REQUIREMENTS FOR AWARDS




5.1         General
Eligibility. All Eligible
Employees, Consultants, Non-Employee Directors and prospective employees and
consultants are eligible to be granted Awards, subject to the terms and
conditions of this Plan. Eligibility for the grant of Awards and actual
participation in this Plan shall be determined by the Committee in its sole
discretion.




5.2 Incentive
Stock Options.
Notwithstanding anything herein to the contrary, only Eligible Employees of the
Company, its Subsidiaries and its Parent (if any) are eligible to be granted
Incentive Stock Options under this Plan. Eligibility for the grant of an
Incentive Stock Option and actual participation in this Plan shall be determined
by the Committee in its sole discretion.




5.3         General
Requirement. The vesting
and exercise of Awards granted to a prospective employee, consultant or
non-employee director are conditioned upon such individual actually becoming an
Eligible Employee or Consultant, or Non-Employee Director.




5.4         Minimum
Vesting Requirement.Except as determined by the Committee
as evidenced in writing by an Award, no Award granted hereunder shall vest and
become exercisable prior to the first year anniversary of the date that the
Award was granted; provided, however, that the foregoing minimum vesting
requirement shall not apply in the case of the death or Disability of a
Participant or upon the occurrence of a Change in Control.




ARTICLE
VI




STOCK
OPTIONS




6.1         Options. Stock Options may be granted alone or
in addition to other Awards granted under this Plan. Each Stock Option granted
under this Plan shall be of one of two types: (a) an Incentive Stock Option
or (b) a Non-Qualified Stock Option.




6.2         Grants. The Committee shall, in its sole
discretion, have the authority to grant to any Eligible Employee (subject to
Section 5.2) Incentive Stock Options, Non-Qualified Stock Options, or both types
of Stock Options. The Committee shall, in its sole discretion, have the
authority to grant any Consultant or Non-Employee Director Non-Qualified Stock
Options. To the extent that any Stock Option does not qualify as an Incentive
Stock Option (whether because of its provisions or the time or manner of its
exercise or otherwise), such Stock Option or the portion thereof which does not
qualify shall constitute a separate Non-Qualified Stock
Option.




6.3         Terms
of Options. Options
granted under this Plan shall be subject to the following terms and conditions
and shall be in such form and contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee, in its sole
discretion, shall deem desirable:








(a)
            Exercise
      Price. The exercise
      price per share of Common Stock subject to a Stock Option shall be
      determined by the Committee at the time of grant, provided that the per
      share exercise price of a Stock Option shall not be less than 100% (or, in
      the case of an Incentive Stock Option granted to a Ten Percent
      Stockholder, 110%) of the Fair Market Value of the Common Stock at the
      time of grant.




(b)
            Stock
      Option Term. The
      term of each Stock Option shall be fixed by the Committee, provided that
      no Stock Option shall be exercisable more than 10 years after the date the
      Option is granted; and provided further that the term of an Incentive
      Stock Option granted to a Ten Percent Stockholder shall not exceed five
      years.




(c)
            Exercisability. Stock Options shall be
      exercisable at such time or times and subject to such terms and conditions
      or as shall be determined by the Committee at grant. If the Committee
      provides, in its sole discretion, that any Stock Option is exercisable
      subject to certain limitations (including, without limitation, that such
      Stock Option is exercisable only in installments or within certain time
      periods), the Committee may waive such limitations on the exercisability
      at any time at or after grant in whole or in part (including, without
      limitation, waiver of the installment exercise provisions or acceleration
      of the time at which such Stock Option may be exercised), based on such
      factors, if any, as the Committee shall determine, in its sole discretion.
      In the event that a written employment agreement between the Company and a
      Participant provides for a vesting schedule that is more favorable than
      the vesting schedule provided in the form of Award agreement, the vesting
      schedule in such employment agreement shall govern, provided that such
      agreement is in effect on the date of grant and applicable to the specific
      Award.




(d)
            Method
      of Exercise. Subject
      to whatever installment exercise and waiting period provisions applicable
      under subsection (c) above, to the extent vested, Stock Options may be
      exercised in whole or in part at any time during the Option term, by
      giving written notice of exercise to the Company specifying the number of
      shares of Common Stock to be purchased. Such notice shall be accompanied
      by payment in full of the purchase price as follows: (i) in cash or by
      check, bank draft or money order payable to the order of the Company; (ii)
      solely to the extent permitted by applicable law, if the Committee
      authorizes, through a procedure whereby the Participant delivers
      irrevocable instructions to a broker reasonably acceptable to the
      Committee to deliver promptly to the Company an amount equal to the
      purchase price; or (iii) on such other terms and conditions as may be
      acceptable to the Committee (including, without limitation, the
      relinquishment of Stock Options or by payment in full or in part in the
      form of Common Stock owned by the Participant based on the Fair Market
      Value of the Common Stock on the payment date as determined by the
      Committee, in its sole discretion). No shares of Common Stock shall be
      issued until payment therefor, as provided herein, has been made or
      provided for.




(e)
            Non-Transferability
      of Options. No Stock
      Option shall be Transferable by the Participant otherwise than by will or
      by the laws of descent and distribution, and all Stock Options shall be
      exercisable, during the Participant’s lifetime, only by the Participant.
      Notwithstanding the foregoing, the Committee may determine, in its sole
      discretion, at the time of grant or thereafter that a Non-Qualified Stock
      Option that is otherwise not Transferable pursuant to this Section is
      Transferable to a Family Member in whole or in part and in such
      circumstances, and under such conditions, as determined by the Committee,
      in its sole discretion. A Non-Qualified Stock Option that is Transferred
      to a Family Member pursuant to the preceding sentence (i) may not be
      subsequently Transferred otherwise than by will or by the laws of descent
      and distribution and (ii) remains subject to the terms of this Plan and
      the applicable Award agreement. Any shares of Common Stock acquired upon
      the exercise of a Non-Qualified Stock Option by a permissible transferee
      of such Non-Qualified Stock Option or a permissible transferee pursuant to
      a Transfer after the exercise of such Non-Qualified Stock Option shall be
      subject to the terms of this Plan and the applicable Award
      agreement.









(f)
            Incentive
      Stock Option Limitations. To the extent that the
      aggregate Fair Market Value (determined as of the time of grant) of the
      Common Stock with respect to which Incentive Stock Options are exercisable
      for the first time by an Eligible Employee during any calendar year under
      this Plan and/or any other stock option plan of the Company, any
      Subsidiary or any Parent exceeds $100,000, such Options shall be treated
      as Non-Qualified Stock Options. Should any provision of this Plan not be
      necessary in order for the Stock Options to qualify as Incentive Stock
      Options, or should any additional provisions be required, the Committee
      may, in its sole discretion, amend this Plan accordingly, without the
      necessity of obtaining the approval of the stockholders of the
      Company.




(g)
            Form,
      Modification, Extension and Renewal of Stock Options. Subject to the terms and
      conditions and within the limitations of this Plan, Stock Options shall be
      evidenced by such form of agreement or grant as is approved by the
      Committee, and the Committee may, in its sole discretion (i) modify,
      extend or renew outstanding Stock Options granted under this Plan
      (provided that the rights of a Participant are not reduced without his or
      her consent and provided further that such action does not subject the
      Stock Options to Section 409A of the Code), and (ii) accept the surrender
      of outstanding Stock Options (up to the extent not theretofore exercised)
      and authorize the granting of new Stock Options in substitution therefor
      (to the extent not theretofore exercised). Notwithstanding the foregoing,
      an outstanding Option may not be modified to reduce the exercise price
      thereof nor may a new Option at a lower price be substituted for a
      surrendered Option (other than adjustments or substitutions in accordance
      with Section 4.2), unless such action is approved by the stockholders of
      the Company.




(h)
            Early
      Exercise. The
      Committee may provide that a Stock Option include a provision whereby the
      Participant may elect at any time before the Participant’s Termination to
      exercise the Stock Option as to any part or all of the shares of Common
      Stock subject to the Stock Option prior to the full vesting of the Stock
      Option and such shares shall be subject to the provisions of Article VIII
      and treated as Restricted Stock. 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 Committee determines to be
      appropriate.




(i)
            Other
      Terms and Conditions. Stock Options may contain such
      other provisions, which shall not be inconsistent with any of the terms of
      this Plan, as the Committee shall, in its sole discretion, deem
      appropriate.









ARTICLE
VII




STOCK
APPRECIATION RIGHTS





7.1          Tandem
Stock Appreciation Rights.
Stock Appreciation Rights may be granted in conjunction with all or part of any
Stock Option (a “Reference
Stock Option”) granted
under this Plan (“Tandem
Stock Appreciation Rights”). In the case of a Non-Qualified
Stock Option, such rights may be granted either at or after the time of the
grant of such Reference Stock Option. In the case of an Incentive Stock Option,
such rights may be granted only at the time of the grant of such Reference Stock
Option.




7.2         
Terms
and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights
granted hereunder shall be subject to such terms and conditions, not
inconsistent with the provisions of this Plan, as shall be determined from time
to time by the Committee in its sole discretion, and the
following:




(a)
            Exercise
      Price. The exercise
      price per share of Common Stock subject to a Tandem Stock Appreciation
      Right shall be determined by the Committee at the time of grant, provided
      that the per share exercise price of a Tandem Stock Appreciation Right
      shall not be less than 100% of the Fair Market Value of the Common Stock
      at the time of grant.




(b)
            Term. A Tandem Stock Appreciation
      Right or applicable portion thereof granted with respect to a Reference
      Stock Option shall terminate and no longer be exercisable upon the
      termination or exercise of the Reference Stock Option, except that, unless
      otherwise determined by the Committee, in its sole discretion, at the time
      of grant, a Tandem Stock Appreciation Right granted with respect to less
      than the full number of shares covered by the Reference Stock Option shall
      not be reduced until and then only to the extent the exercise or
      termination of the Reference Stock Option causes the number of shares
      covered by the Tandem Stock Appreciation Right to exceed the number of
      shares remaining available and unexercised under the Reference Stock
      Option.




(c)
            Exercisability. Tandem Stock Appreciation
      Rights shall be exercisable only at such time or times and to the extent
      that the Reference Stock Options to which they relate shall be exercisable
      in accordance with the provisions of Article VI, and shall be subject to
      the provisions of Section
6.3(c).




(d)
            Method
      of Exercise. A
      Tandem Stock Appreciation Right may be exercised by the Participant by
      surrendering the applicable portion of the Reference Stock Option. Upon
      such exercise and surrender, the Participant shall be entitled to receive
      an amount determined in the manner prescribed in this Section 7.2. Stock
      Options which have been so surrendered, in whole or in part, shall no
      longer be exercisable to the extent the related Tandem Stock Appreciation
      Rights have been exercised.




(e)
            Payment. Upon the exercise of a Tandem
      Stock Appreciation Right, a Participant shall be entitled to receive up
      to, but no more than, an amount in cashor a number of shares of Common
      Stock (as determined by the Committee, in its sole discretion, on the date
      of grant) equal in value to the excess of the Fair Market Value of one
      share of Common Stock over the Option exercise price per share specified
      in the Reference Stock Option agreement, multiplied by the number of
      shares in respect of which the Tandem Stock Appreciation Right shall have
      been exercised.




(f)
            Deemed
      Exercise of Reference Stock Option. Upon the exercise of a Tandem
      Stock Appreciation Right, the Reference Stock Option or part thereof to
      which such Stock Appreciation Right is related shall be deemed to have
      been exercised for the purpose of the limitation set forth in Article IV
      of the Plan on the number of shares of Common Stock to be issued under the
      Plan.









(g)
            Non-Transferability. Tandem Stock Appreciation
      Rights shall be Transferable only when and to the extent that the
      underlying Stock Option would be Transferable under Section 6.3(e) of the
      Plan.




7.3 Non-Tandem
Stock Appreciation Rights.
Non-Tandem Stock Appreciation Rights may also be granted without reference to
any Stock Options granted under this Plan.




7.4         
Terms
and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights
granted hereunder shall be subject to such terms and conditions, not
inconsistent with the provisions of this Plan, as shall be determined from time
to time by the Committee in its sole discretion, and the
following:




(a)
            Exercise
      Price. The exercise
      price per share of Common Stock subject to a Non-Tandem Stock Appreciation
      Right shall be determined by the Committee at the time of grant, provided
      that the per share exercise price of a Non-Tandem Stock Appreciation Right
      shall not be less than 100% of the Fair Market Value of the Common Stock
      at the time of grant.




(b)
            Term. The term of each Non-Tandem
      Stock Appreciation Right shall be fixed by the Committee, but shall not be
      greater than 10 years after the date the right is
      granted.




(c)
            Exercisability. Non-Tandem Stock Appreciation
      Rights shall be exercisable at such time or times and subject to such
      terms and conditions as shall be determined by the Committee at grant. If
      the Committee provides, in its discretion, that any such right is
      exercisable subject to certain limitations (including, without limitation,
      that it is exercisable only in installments or within certain time
      periods), the Committee may waive such limitations on the exercisability
      at any time at or after grant in whole or in part (including, without
      limitation, waiver of the installment exercise provisions or acceleration
      of the time at which such right may be exercised), based on such factors,
      if any, as the Committee shall determine, in its sole discretion. In the
      event that a written employment agreement between the Company and a
      Participant provides for a vesting schedule that is more favorable than
      the vesting schedule provided in the form of Award agreement, the vesting
      schedule in such employment agreement shall govern, provided that such
      agreement is in effect on the date of grant and applicable to the specific
      Award.




(d)
            Method
      of Exercise. Subject
      to whatever installment exercise and waiting period provisions applicable
      under subsection (c) above, Non-Tandem Stock Appreciation Rights may be
      exercised in whole or in part at any time in accordance with the
      applicable Award agreement, by giving written notice of exercise to the
      Company specifying the number of Non-Tandem Stock Appreciation Rights to
      be exercised.




(e)
            Payment. Upon the exercise of a
      Non-Tandem Stock Appreciation Right a Participant shall be entitled to
      receive, for each right exercised, up to, but no more than, an amount in
      cash or a number of shares of Common Stock (as determined by the
      Committee, in its sole discretion, on the date of grant) equal in value to
      the excess of the Fair Market Value of one share of Common Stock on the
      date the right is exercised over the Fair Market Value of one share of
      Common Stock on the date the right was awarded to the
      Participant.








(f)
            Non-Transferability. No Non-Tandem Stock
      Appreciation Rights shall be Transferable by the Participant otherwise
      than by will or by the laws of descent and distribution, and all such
      rights shall be exercisable, during the Participant’s lifetime, only by
      the Participant.




7.5         
Limited
Stock Appreciation Rights.
The Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock
Appreciation Rights either as a general Stock Appreciation Right or as a Limited
Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised
only upon the occurrence of a Change in Control or such other event as the
Committee may, in its sole discretion, designate at the time of grant or
thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as
otherwise provided in an Award agreement, the Participant shall receive in cash
or Common Stock, as determined by the Committee, an amount equal to the amount
(a) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation
Rights, or (b) set forth in Section 7.4(e) with respect to Non-Tandem Stock
Appreciation Rights, as applicable.




ARTICLE
VIII




RESTRICTED
STOCK




8.1         
Awards
of Restricted Stock.
Shares of Restricted Stock may be issued either alone or in addition to other
Awards granted under the Plan. The Committee shall, in its sole discretion,
determine the Eligible Employees, Consultants and Non-Employee Directors, to
whom, and the time or times at which, grants of Restricted Stock shall be made,
the number of shares to be awarded, the price (if any) to be paid by the
Participant (subject to Section 8.2), the time or times within which such Awards
may be subject to forfeiture, the vesting schedule and rights to acceleration
thereof, and all other terms and conditions of the Awards. The Committee may
condition the grant or vesting of Restricted Stock upon the attainment of
specified performance targets or such other factors as the Committee may
determine, in its sole discretion, including compliance with the requirements of
Section 162(m) of the Code.




8.2 Awards
and Certificates. Eligible
Employees, Consultants and Non-Employee Directors selected to receive Restricted
Stock shall not have any rights with respect to such Award, unless and until
such Participant has delivered a fully executed copy of the agreement evidencing
the Award to the Company and has otherwise complied with the applicable terms
and conditions of such Award. Further, such Award shall be subject to the
following conditions:





(a)
            Purchase
      Price. The purchase
      price of Restricted Stock shall be fixed by the Committee. Subject to
      Section 4.3, the purchase price for shares of Restricted Stock may be zero
      to the extent permitted by applicable law, and, to the extent not so
      permitted, such purchase price may not be less than par
      value.




(b)
            Acceptance. Awards of Restricted Stock must
      be accepted within a period of 60 days (or such other period as the
      Committee may specify) after the grant date, by executing a Restricted
      Stock agreement and by paying whatever price (if any) the Committee has
      designated thereunder.




(c)
            Legend. Each Participant receiving
      Restricted Stock shall be issued a stock certificate in respect of such
      shares of Restricted Stock, unless the Committee elects to use another
      system, such as book entries by the transfer agent, as evidencing
      ownership of shares of Restricted Stock. Such certificate shall be
      registered in the name of such Participant, and shall, in addition to such
      legends required by applicable securities laws, bear an appropriate legend
      referring to the terms, conditions, and restrictions applicable to such
      Award, substantially in the following
  form:









“The
anticipation, alienation, attachment, sale, transfer, assignment, pledge,
encumbrance or charge of the shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of the RINO International
Corporation (the “Company”) 2009 Stock Incentive Plan (the “Plan”) and an
agreement entered into between the registered owner and the Company dated
__________. Copies of such Plan and agreement are on file at the principal
office of the Company.”




(d)
            Custody. If stock certificates are
      issued in respect of shares of Restricted Stock, the Committee may require
      that any stock certificates evidencing such shares be held in custody by
      the Company until the restrictions thereon shall have lapsed, and that, as
      a condition of any grant of Restricted Stock, the Participant shall have
      delivered a duly signed stock power, endorsed in blank, relating to the
      Common Stock covered by such
Award.




8.3        
Restrictions
and Conditions. The shares
of Restricted Stock awarded pursuant to this Plan shall be subject to the
following restrictions and conditions:




(a)
            Restriction
      Period. (1) The
      Participant shall not be permitted to Transfer shares of Restricted Stock
      awarded under this Plan during the period or periods set by the Committee
      (the “Restriction
      Period”) commencing
      on the date of such Award, as set forth in a Restricted Stock Award
      agreement and such agreement shall set forth a vesting schedule and any
      events which would accelerate vesting of the shares of Restricted Stock.
      Within these limits, based on service, attainment of performance goals
      pursuant to Section 8.3(a)(ii) below and/or such other factors or criteria
      as the Committee may determine in its sole discretion, the Committee may
      condition the grant or provide for the lapse of such restrictions in
      installments in whole or in part, or may accelerate the vesting of all or
      any part of any Restricted Stock Award and/or waive the deferral
      limitations for all or any part of any Restricted Stock Award. In the
      event that a written employment agreement between the Company and a
      Participant provides for a vesting schedule that is more favorable than
      the vesting schedule provided in the form of Award agreement, the vesting
      schedule in such employment agreement shall govern, provided that such
      agreement is in effect on the date of grant and applicable to the specific
      Award.




(ii)          
Objective
Performance Goals, Formulae or Standards. If the grant of shares of Restricted
Stock or the lapse of restrictions is based on the attainment of Performance
Goals, the Committee shall establish the Performance Goals and the applicable
vesting percentage of the Restricted Stock Award applicable to each Participant
or class of Participants in writing prior to the beginning of the applicable
fiscal year or at such later date as otherwise determined by the Committee and
while the outcome of the Performance Goals are substantially uncertain. Such
Performance Goals may incorporate provisions for disregarding (or adjusting for)
changes in accounting methods, corporate transactions (including, without
limitation, dispositions and acquisitions) and other similar type events or
circumstances. With regard to a Restricted Stock Award that is intended to
comply with Section 162(m) of the Code, to the extent any such provision would
create impermissible discretion under Section 162(m) of the Code or otherwise
violate Section 162(m) of the Code, such provision shall be of no force or
effect. The applicable Performance Goals shall be based on one or more of the
performance criteria set forth in Exhibit A hereto.




(b)
            Rights
      as a Stockholder.
      Except as provided in this subsection (b) and subsection (a) above and as
      otherwise determined by the Committee, the Participant shall have, with
      respect to the shares of Restricted Stock, all of the rights of a holder
      of shares of Common Stock of the Company including, without limitation,
      the right to receive any dividends, the right to vote such shares and,
      subject to and conditioned upon the full vesting of shares of Restricted
      Stock, the right to tender such shares. The Committee may, in its sole
      discretion, determine at the time of grant that the payment of dividends
      shall be deferred until, and conditioned upon, the expiration of the
      applicable Restriction
Period.









(c)
            Lapse
      of Restrictions. If
      and when the Restriction Period expires without a prior forfeiture of the
      Restricted Stock, the certificates for such shares shall be delivered to
      the Participant. All legends shall be removed from said certificates at
      the time of delivery to the Participant, except as otherwise required by
      applicable law or other limitations imposed by the
      Committee.




ARTICLE
IX




PERFORMANCE
SHARES




9.1         
Award
of Performance Shares.
Performance Shares may be awarded either alone or in addition to other Awards
granted under this Plan. The Committee shall, in its sole discretion, determine
the Eligible Employees, Consultants and Non-Employee Directors, to whom, and the
time or times at which, Performance Shares shall be awarded, the number of
Performance Shares to be awarded to any person, the Performance Period during
which, and the conditions under which, receipt of the Shares will be deferred,
and the other terms and conditions of the Award in addition to those set forth
in Section 9.2.




Except as
otherwise provided herein, the Committee shall condition the right to payment of
any Performance Share upon the attainment of objective performance goals
established pursuant to Section 9.2(c) below.




9.2 Terms
and Conditions.
Performance Shares awarded pursuant to this Article IX shall be subject to the
following terms and conditions:




(a)
            Earning
      of Performance Share Award. At the expiration of the
      applicable Performance Period, the Committee shall determine the extent to
      which the performance goals established pursuant to Section 9.2(c) are
      achieved and the percentage of each Performance Share Award that has been
      earned.




(b)
            Non-Transferability. Subject to the applicable
      provisions of the Award agreement and this Plan, Performance Shares may
      not be Transferred during the Performance
  Period.




(c)
            Objective
      Performance Goals, Formulae or Standards. The Committee shall establish
      the objective Performance Goals for the earning of Performance Shares
      based on a Performance Period applicable to each Participant or class of
      Participants in writing prior to the beginning of the applicable
      Performance Period or at such later date as permitted under Section 162(m)
      of the Code and while the outcome of the Performance Goals are
      substantially uncertain. Such Performance Goals may incorporate, if and
      only to the extent permitted under Section 162(m) of the Code, provisions
      for disregarding (or adjusting for) changes in accounting methods,
      corporate transactions (including, without limitation, dispositions and
      acquisitions) and other similar type events or circumstances. To the
      extent any such provision would create impermissible discretion under
      Section 162(m) of the Code or otherwise violate Section 162(m) of the
      Code, such provision shall be of no force or effect. The applicable
      Performance Goals shall be based on one or more of the performance
      criteria set forth in Exhibit A
hereto.










(d)
            Dividends. Unless otherwise determined by
      the Committee at the time of grant, amounts equal to any dividends
      declared during the Performance Period with respect to the number of
      shares of Common Stock covered by a Performance Share will not be paid to
      the Participant.




(e)
            Payment. Following the Committee’s
      determination in accordance with subsection (a) above, shares of Common
      Stock or, as determined by the Committee in its sole discretion, the cash
      equivalent of such shares shall be delivered to the Eligible Employee,
      Consultant or Non-Employee Director, or his legal representative, in an
      amount equal to such individual’s earned Performance Share.
      Notwithstanding the foregoing, the Committee may, in its sole discretion,
      award an amount less than the earned Performance Share and/or subject the
      payment of all or part of any Performance Share to additional vesting,
      forfeiture and deferral conditions as it deems
      appropriate.




(f)
            Accelerated
      Vesting. Based on
      service, performance and/or such other factors or criteria, if any, as the
      Committee may determine, the Committee may, in its sole discretion, at or
      after grant, accelerate the vesting of all or any part of any Performance
      Share Award and/or waive the deferral limitations for all or any part of
      such Award.




ARTICLE
X




OTHER
STOCK-BASED AWARDS




10.1       Other
Awards. The Committee, in
its sole discretion, is authorized to grant to Eligible Employees, Consultants
and Non-Employee Directors Other Stock-Based Awards that are payable in, valued
in whole or in part by reference to, or otherwise based on or related to shares
of Common Stock, including, but not limited to, shares of Common Stock awarded
purely as a bonus and not subject to any restrictions or conditions, shares of
Common Stock in payment of the amounts due under an incentive or performance
plan sponsored or maintained by the Company or an Affiliate, performance units,
dividend equivalent units, stock equivalent units, restricted stock units and
deferred stock units. To the extent permitted by law, the Committee may, in its
sole discretion, permit Eligible Employees and/or Non-Employee Directors to
defer all or a portion of their cash compensation in the form of Other
Stock-Based Awards granted under this Plan, subject to the terms and conditions
of any deferred compensation arrangement established by the Company, which shall
be intended to comply with Section 409A of the Code. Other Stock-Based Awards
may be granted either alone or in addition to or in tandem with other Awards
granted under the Plan.




Subject
to the provisions of this Plan, the Committee shall, in its sole discretion,
have authority to determine the Eligible Employees, Consultants and Non-Employee
Directors, to whom, and the time or times at which, such Awards shall be made,
the number of shares of Common Stock to be awarded pursuant to such Awards, and
all other conditions of the Awards. The Committee may also provide for the grant
of Common Stock under such Awards upon the completion of a specified performance
period.





The
Committee may condition the grant or vesting of Other Stock-Based Awards upon
the attainment of specified Performance Goals set forth on Exhibit A as the
Committee may determine, in its sole discretion; provided that to the extent
that such Other Stock-Based Awards are intended to comply with Section 162(m) of
the Code, the Committee shall establish the objective Performance Goals for the
vesting of such Other Stock-Based Awards based on a performance period
applicable to each Participant or class of Participants in writing prior to the
beginning of the applicable performance period or at such later date as
permitted under Section 162(m) of the Code and while the outcome of the
Performance Goals are substantially uncertain. Such Performance Goals may
incorporate, if and only to the extent permitted under Section 162(m) of the
Code, provisions for disregarding (or adjusting for) changes in accounting
methods, corporate transactions (including, without limitation, dispositions and
acquisitions) and other similar type events or circumstances. To the extent any
such provision would create impermissible discretion under Section 162(m) of the
Code or otherwise violate Section 162(m) of the Code, such provision shall be of
no force or effect. The applicable Performance Goals shall be based on one or
more of the performance criteria set forth in Exhibit A hereto.




10.2       Terms
and Conditions. Other
Stock-Based Awards made pursuant to this Article X shall be subject to the
following terms and conditions:




(a)
            Non-Transferability. Subject to the applicable
      provisions of the Award agreement and this Plan, shares of Common Stock
      subject to Awards made under this Article X may not be Transferred prior
      to the date on which the shares are issued, or, if later, the date on
      which any applicable restriction, performance or deferral period
      lapses.




(b)
            Dividends. Unless otherwise determined by
      the Committee at the time of Award, subject to the provisions of the Award
      agreement and this Plan, the recipient of an Award under this Article X
      shall not be entitled to receive, currently or on a deferred basis,
      dividends or dividend equivalents with respect to the number of shares of
      Common Stock covered by the
Award.




(c)
            Vesting. Any Award under this Article X
      and any Common Stock covered by any such Award shall vest or be forfeited
      to the extent so provided in the Award agreement, as determined by the
      Committee, in its sole discretion. In the event that a written employment
      agreement between the Company and a Participant provides for a vesting
      schedule that is more favorable than the vesting schedule provided in the
      form of Award agreement, the vesting schedule in such employment agreement
      shall govern, provided that such agreement is in effect on the date of
      grant and applicable to the specific
  Award.




(d)
            Price. Common Stock issued on a bonus
      basis under this Article X may be issued for no cash consideration; Common
      Stock purchased pursuant to a purchase right awarded under this Article X
      shall be priced, as determined by the Committee in its sole
      discretion.




(e)
            Payment. Form of payment for the Other
      Stock-Based Award shall be specified in the Award
      agreement.




ARTICLE
XI




PERFORMANCE-BASED
CASH AWARDS




11.1       Performance-Based
Cash Awards.
Performance-Based Cash Awards may be granted either alone or in addition to or
in tandem with Stock Options, Stock Appreciation Rights, or Restricted Stock.
Subject to the provisions of this Plan, the Committee shall, in its sole
discretion, have authority to determine the Eligible Employees, Consultants and
Non-Employee Directors to whom, and the time or times at which, such Awards
shall be made, the dollar amount to be awarded pursuant to such Awards, and all
other conditions of the Awards. The Committee may also provide for the payment
of a dollar amount under such Awards upon the completion of a specified
Performance Period.








For each
Participant, the Committee may specify a targeted performance award. The
individual target award may be expressed, at the Committee’s discretion, as a
fixed dollar amount, a percentage of base pay or total pay (excluding payments
made under the Plan), or an amount determined pursuant to an objective formula
or standard. Establishment of an individual target award for a Participant for a
calendar year shall not imply or require that the same level individual target
award (if any such award is established by the Committee for the relevant
Participant) be set for any subsequent calendar year. At the time the
Performance Goals are established, the Committee shall prescribe a formula to
determine the percentages (which may be greater than 100%) of the individual
target award which may be payable based upon the degree of attainment of the
Performance Goals during the calendar year. Notwithstanding anything else
herein, the Committee may, in its sole discretion, elect to pay a Participant an
amount that is less than the Participant’s individual target award (or attained
percentage thereof) regardless of the degree of attainment of the Performance
Goals; provided that no such discretion to reduce an Award earned based on
achievement of the applicable Performance Goals shall be permitted for the
calendar year in which a Change in Control of the Company occurs, or during such
calendar year with regard to the prior calendar year if the Awards for the prior
calendar year have not been made by the time of the Change in Control of the
Company, with regard to individuals who were Participants at the time of the
Change in Control of the Company.




11.2 Terms
and Conditions.
Performance-Based Awards made pursuant to this Article XI shall be subject to
the following terms and conditions:




(a)
              Vesting
      of Performance-Based Cash Award. At the expiration of the
      applicable Performance Period, the Committee shall determine and certify
      in writing the extent to which the Performance Goals established pursuant
      to Section 11.2(c) are achieved and the percentage of the Participant’s
      individual target award has been vested and
  earned.
  (b)
              Waiver
      of Limitation. In
      the event of the Participant’s Disability or death, or in cases of special
      circumstances, the Committee may, in its sole discretion, waive in whole
      or in part any or all of the limitations imposed hereunder (if any) with
      respect to any or all of an Award under this Article
      XI.
  (c)
              Objective
      Performance Goals, Formulae or Standards.




(i)      
The Committee shall establish the
objective Performance Goals and the individual target award (if any) applicable
to each Participant or class of Participants in writing prior to the beginning
of the applicable Performance Period or at such later date as permitted under
Section 162(m) of the Code and while the outcome of the Performance Goals are
substantially uncertain. Such Performance Goals may incorporate, if and only to
the extent permitted under Section 162(m) of the Code, provisions for
disregarding (or adjusting for) changes in accounting methods, corporate
transactions (including, without limitation, dispositions and acquisitions) and
other similar type events or circumstances. To the extent any Performance-Based
Award is intended to comply with the provisions of Section 162(m) of the Code,
if any provision would create impermissible discretion under Section 162(m) of
the Code or otherwise violate Section 162(m) of the Code, such provision shall
be of no force or effect. The applicable Performance Goals shall be based on one
or more of the performance criteria set forth in Exhibit A
hereto.




(ii) The measurements used in Performance
Goals set under the Plan shall be determined in accordance with Generally
Accepted Accounting Principles (“GAAP”), except, to the extent that any
objective Performance Goals are used, if any measurements require deviation from
GAAP, such deviation shall be at the discretion of the Committee at the time the
Performance Goals are set or at such later time to the extent permitted under
Section 162(m) of the Code.




(d)
            Payment. Following the Committee’s
      determination and certification in accordance with subsection (a) above,
      the Performance-Based Cash Award amount shall be delivered to the Eligible
      Employee, Consultant or Non-Employee Director, or his legal
      representative, in accordance with the terms and conditions of the Award
      agreement.









ARTICLE
XII




TERMINATION




12.1       Termination. The following rules apply with regard
to the Termination of a Participant.




(a)
            Rules
      Applicable to Stock Option and Stock Appreciation Rights.Unless otherwise determined by
      the Committee at grant (or, if no rights of the Participant are reduced,
      thereafter):




(i)           
Termination
by Reason of Death or Disability.If a Participant’s Termination is by
reason of death or Disability, all Stock Options or Stock Appreciation Rights
that are held by such Participant that are vested and exercisable at the time of
the Participant’s Termination may be exercised by the Participant (or, in the
case of death, by the legal representative of the Participant’s estate) at any
time within a one-year period from the date of such Termination, but in no event
beyond the expiration of the stated term of such Stock Options or Stock
Appreciation Rights; provided, however, if the Participant dies within such
exercise period, all unexercised Stock Options or Stock Appreciation Rights held
by such Participant shall thereafter be exercisable, to the extent to which they
were exercisable at the time of death, for a period of one year from the date of
such death, but in no event beyond the expiration of the stated term of such
Stock Options or Stock Appreciation Rights.




(ii)Involuntary
Termination Without Cause.If a Participant’s Termination is by
involuntary termination without Cause, all Stock Options or Stock Appreciation
Rights that are held by such Participant that are vested and exercisable at the
time of the Participant’s Termination may be exercised by the Participant at any
time within a period of 90 days from the date of such Termination, but in no
event beyond the expiration of the stated term of such Stock Options or Stock
Appreciation Rights.




(iii)Voluntary
Termination.If a
Participant’s Termination is voluntary (other than a voluntary termination
described in Section 12.2(a)(iv)(2) below), all Stock Options or Stock
Appreciation Rights that are held by such Participant that are vested and
exercisable at the time of the Participant’s Termination may be exercised by the
Participant at any time within a period of 30 days from the date of such
Termination, but in no event beyond the expiration of the stated terms of such
Stock Options or Stock Appreciation Rights.




(iv)          Termination for
Cause.If a Participant’s
Termination: (1) is for Cause or (2) is a voluntary Termination (as provided in
sub-section (iii) above) after the occurrence of an event that would be grounds
for a Termination for Cause, all Stock Options or Stock Appreciation Rights,
whether vested or not vested, that are held by such Participant shall thereupon
terminate and expire as of the date of such Termination.




(v)           Unvested Stock
Options and Stock Appreciation Rights.Stock Options or Stock Appreciation
Rights that are not vested as of the date of a Participant’s Termination for any
reason shall terminate and expire as of the date of such
Termination.




(b)
            Rules
      Applicable to Restricted Stock, Performance Shares, Other Stock-Based
      Awards and Performance-Based Cash Awards.Unless otherwise determined by
      the Committee at grant or thereafter, upon a Participant’s Termination for
      any reason: (i) during the relevant Restriction Period, all
      Restricted Stock still subject to restriction shall be forfeited; and
      (ii) any unvested Performance Shares, Other Stock-Based Awards or
      Performance-Based Cash Awards shall be
  forfeited









ARTICLE
XIII




CHANGE IN
CONTROL PROVISIONS




13.1       Benefits. In the event of a Change in Control
of the Company, and except as otherwise provided by the Committee in an Award
agreement or in a written employment agreement between the Company and a
Participant, a Participant’s unvested Award shall vest and a Participant’s Award
shall be treated in accordance with one of the following methods as determined
by the Committee in its sole discretion:




(a)
            Awards, whether or not then
      vested, shall be continued, assumed, have new rights substituted therefor
      or be treated in accordance with Section 4.2(d) hereof, as determined by
      the Committee in its sole discretion, and restrictions to which any shares
      of Restricted Stock or any other Award granted prior to the Change in
      Control are subject shall not lapse upon a Change in Control and the
      Restricted Stock or other Award shall, where appropriate in the sole
      discretion of the Committee, receive the same distribution as other Common
      Stock on such terms as determined by the Committee; provided that, the
      Committee may, in its sole discretion, decide to award additional
      Restricted Stock or other Award in lieu of any cash distribution.
      Notwithstanding anything to the contrary herein, for purposes of Incentive
      Stock Options, any assumed or substituted Stock Option shall comply with
      the requirements of Treasury Regulation §  1.424-1 (and any
      amendments thereto).




(b)
            The Committee, in its sole
      discretion, may provide for the purchase of any Awards by the Company or
      an Affiliate for an amount of cash equal to the excess of the Change in
      Control Price (as defined below) of the shares of Common Stock covered by
      such Awards, over the aggregate exercise price of such Awards. For
      purposes of this Section 13.1, “Change
      in Control Price”
      shall mean the highest price per share of Common Stock paid in any
      transaction related to a Change in Control of the
      Company.




(c)
            The Committee may, in its sole
      discretion, provide for the cancellation of any Awards without payment, if
      the Change in Control Price is less than the Fair Market Value of such
      Award on the date of grant.




(d)
            Notwithstanding anything else
      herein, the Committee may, in its sole discretion, provide for accelerated
      vesting or lapse of restrictions, of an Award at the time of grant or at
      any time thereafter.





13.2       Change
in Control. Unless
otherwise determined by the Committee in the applicable Award agreement (or
other written agreement approved by the Committee including, without limitation,
an employment agreement), a “Change in
Control” shall be deemed
to occur on the occurrence of any of the following:









(a)
            An acquisition of any common
      stock or other voting securities of the Company entitled to vote generally
      for the election of directors (the "Voting
      Securities") by any
      “Person” or “Group” (as each such term is used for purposes of Section
      13(d) or 14(d) of the Exchange Act), immediately after which such Person
      or Group, as the case may be, has “Beneficial
      Ownership” (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than
      20% of the then outstanding shares of Common Stock or the combined voting
      power of the Company’s then outstanding Voting Securities;provided,however, that in determining whether a
      “Change in Control” has occurred, shares of Common Stock or Voting
      Securities that are acquired in a Non-Control Acquisition (as defined
      below) shall not constitute an acquisition which would cause a Change in
      Control. A “Non-Control
      Acquisition” shall
      mean an acquisition by (i) the Company, (ii) any Subsidiary or (iii) any
      employee benefit plan maintained by the Company or any Subsidiary,
      including a trust forming part of any such plan (an “Employee
      Benefit Plan”);




(b)
            During any 2-year period,
      individuals who, at the beginning of such 2-year period, constitute the
      Board (the “Incumbent
      Board of Directors”), cease for any reason to
      constitute at least 50% of the members of the Board; provided, however,
      that (i) if the election or nomination for election by the Company’s
      shareholders of any new director was approved by a vote of at least
      two-thirds of the Incumbent Board of Directors, such new director shall,
      for purposes hereof, be deemed to be a member of the Incumbent Board of
      Directors, and (ii) no individual shall be deemed to be a member of the
      Incumbent Board of Directors if such individual initially assumed office
      as a result of either an actual or threatened “Election
      Contest” (as
      described in Rule 14a-12 promulgated under the Exchange Act) or other
      actual or threatened solicitation of proxies or consents by or on behalf
      of a Person or Group other than the Board of Directors (a “Proxy
      Contest”) including
      by reason of any agreement intended to avoid or settle any Election
      Contest or Proxy Contest;




(c)
            The consummation of a merger,
      consolidation or reorganization involving the Company or any Subsidiary,
      unless the merger, consolidation or reorganization is a Non-Control
      Transaction. A “Non-Control
      Transaction” shall
      mean a merger, consolidation or reorganization of the Company or any
      Subsidiary where: (A) the shareholders of the Company (or such Subsidiary,
      as the case may be) who immediately prior to the merger, consolidation or
      reorganization owned, directly or indirectly, at least 50% of the combined
      voting power of the outstanding Voting Securities of the Company or such
      Subsidiary immediately following such merger, consolidation or
      reorganization, own at least 50% of the combined voting power of the
      outstanding voting securities of the corporation resulting from such
      merger, consolidation or reorganization (the "Surviving
      Corporation"); (B)
      the individuals who were members of the Incumbent Board of Directors
      immediately prior to the execution of the agreement providing for the
      merger, consolidation or reorganization constitute at least 50% of the
      members of the board of directors of the Surviving Corporation, or a
      corporation beneficially owning, directly or indirectly, a majority of the
      outstanding voting securities of the Surviving Corporation, or (C) no
      Person or Group, other than (1) the Company, (2) any Subsidiary, (3) any
      Employee Benefit Plan or (4) any other Person or Group who, immediately
      prior to the merger, consolidation or reorganization, had Beneficial
      Ownership of not less than 20% of the outstanding Voting Securities or
      Common Stock, has Beneficial Ownership of 20% or more of the combined
      voting power of the Surviving Corporation's outstanding voting securities
      or common stock;




(d)
            A complete liquidation or
      dissolution of the Company;
or








(e)
            The sale or other disposition of
      all or substantially all of the assets of the Company to any Person (other
      than a transfer to a
Subsidiary).




Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred solely
because any Person or Group (the “Subject Person”)
acquired Beneficial Ownership of more than the permitted amount of the then
outstanding Voting Securities or Common Stock of the Company as a result of an
acquisition of Voting Securities or Common Stock by the Company, which, by
reducing the number of shares of Voting Securities or Common Stock then
outstanding, increases the proportional number of shares beneficially owned by
the Subject Person; provided, however, that if a Change in Control would have
occurred (but for the operation of this sentence) as a result of the acquisition
of Voting Securities or common stock by the Company, and after such acquisition
by the Company, the Subject Person becomes the beneficial owner of any
additional shares of Voting Securities or Common Stock, which increases the
percentage of the then outstanding shares of Voting Securities or Common Stock
beneficially owned by the Subject Person, then a Change in Control shall be
deemed to have occurred. In addition, notwithstanding the foregoing, the
acquisition or ownership of any Common Stock or Voting Securities by Applied
Digital Solutions, Inc. and its Affiliates (determined as if it was the Company)
shall not cause or result in a Change in Control.





ARTICLE
XIV




TERMINATION
OR AMENDMENT OF PLAN




14.1       Termination
or Amendment.
Notwithstanding any other provision of this Plan, the Board or the Committee may
at any time, and from time to time, amend, in whole or in part, any or all of
the provisions of this Plan (including any amendment deemed necessary to ensure
that the Company may comply with any regulatory requirement referred to in
Article XVI), or suspend or terminate it entirely, retroactively or otherwise;
provided, however, that, unless otherwise required by law or specifically
provided herein, the rights of a Participant with respect to Awards granted
prior to such amendment, suspension or termination, may not be impaired without
the consent of such Participant and, provided further, without the approval of
the stockholders of the Company, to the extent required by the applicable laws
of the State of Nevada, the applicable provisions of Rule 16b-3 or Section
162(m) of the Code, pursuant to the requirements of any applicable stock
exchange rule, or, to the extent applicable to Incentive Stock Options, Section
422 of the Code, no amendment may be made which would:




(a)
              increase the aggregate number of
      shares of Common Stock that may be issued under this Plan pursuant to
      Section 4.1 (except by operation of Section
  4.2);




(b)
              increase the maximum individual
      Participant limitations for a fiscal year under Section 4.1(b) (except by
      operation of Section
4.2);




(c)
            change the classification of
      Eligible Employees or Consultants eligible to receive Awards under this
      Plan;




(d)
            decrease the minimum option price
      of any Stock Option or Stock Appreciation
  Right;




(e)
            extend the maximum option period
      under Section 6.3;




(f)
            alter the Performance Goals for
      the Award of Restricted Stock, Performance Shares or Other Stock-Based
      Awards subject to satisfaction of Performance
  Goals;








(g)
            award any Stock Option or Stock
      Appreciation Right in replacement of a canceled Stock Option or Stock
      Appreciation Right with a higher exercise price, except in accordance with
      Section 6.3(g); or




(h)
            require stockholder approval in
      order for this Plan to continue to comply with the applicable provisions
      of Section 162(m) of the Code or, to the extent applicable to Incentive
      Stock Options, Section 422 of the Code. In no event may this Plan be
      amended without the approval of the stockholders of the Company, to the
      extent required by the applicable laws of the State of Nevada, to increase
      the aggregate number of shares of Common Stock that may be issued under
      this Plan, decrease the minimum exercise price of any Stock Option or
      Stock Appreciation Right, or to make any other amendment that would
      require stockholder approval under any applicable rule of any exchange or
      system on which the Company's securities are listed or traded at the
      request of the Company.




The
Committee may amend the terms of any Award theretofore granted, prospectively or
retroactively, but, subject to Article IV above or as otherwise specifically
provided herein, no such amendment or other action by the Committee shall impair
the rights of any holder without the holder's consent.





ARTICLE
XV




UNFUNDED
PLAN




15.1       Unfunded
Status of Plan. This Plan
is an “unfunded” plan for incentive and deferred compensation. With respect to
any payments as to which a Participant has a fixed and vested interest but that
are not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general
unsecured creditor of the Company.




ARTICLE
XVI




GENERAL
PROVISIONS




16.1       Legend. The Committee may require each person
receiving shares of Common Stock pursuant to a Stock Option or other Award under
the Plan to represent to and agree with the Company in writing that the
Participant is acquiring the shares without a view to distribution thereof. In
addition to any legend required by this Plan, the certificates for such shares
may include any legend that the Committee, in its sole discretion, deems
appropriate to reflect any restrictions on Transfer.




All
certificates for shares of Common Stock delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Committee
may, in its sole discretion, deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any national
securities exchange system upon whose system the Common Stock is then quoted,
any applicable Federal or state securities law, and any applicable corporate
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.




16.2 Other
Plans. Nothing contained
in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required, and such arrangements may be either generally applicable or applicable
only in specific cases.





16.3 No
Right to Employment/Directorship/Consultancy. Neither this Plan nor the grant of
any Option or other Award hereunder shall give any Participant or other
employee, Consultant or Non-Employee Director any right with respect to
continuance of employment, consultancy or directorship by the Company or any
Affiliate, nor shall they be a limitation in any way on the right of the Company
or any Affiliate by which an employee is employed or a Consultant or
Non-Employee Director is retained to terminate his or her employment,
consultancy or directorship at any time.




16.4       Withholding
of Taxes. The Company
shall have the right to deduct from any payment to be made pursuant to this
Plan, or to otherwise require, prior to the issuance or delivery of any shares
of Common Stock or the payment of any cash hereunder, payment by the Participant
of, any Federal, state or local taxes required by law to be withheld. Upon the
vesting of Restricted Stock (or other Award that is taxable upon vesting), or
upon making an election under Section 83(b) of the Code, a Participant shall pay
all required withholding to the Company. Any statutorily required withholding
obligation with regard to any Participant may be satisfied, subject to the
advance consent of the Committee, by reducing the number of shares of Common
Stock otherwise deliverable or by delivering shares of Common Stock already
owned. Any fraction of a share of Common Stock required to satisfy such tax
obligations shall be disregarded and the amount due shall be paid instead in
cash by the Participant.




16.5       No
Assignment of Benefits. No
Award or other benefit payable under this Plan shall, except as otherwise
specifically provided by law or permitted by the Committee, be Transferable in
any manner, and any attempt to Transfer any such benefit shall be void, and any
such benefit shall not in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person who shall be entitled
to such benefit, nor shall it be subject to attachment or legal process for or
against such person.




16.6       Listing
and Other Conditions.




(a)
            Unless otherwise determined by
      the Committee, as long as the Common Stock is listed on a national
      securities exchange or system sponsored by a national securities
      association, the issue of any shares of Common Stock pursuant to an Award
      shall be conditioned upon such shares being listed on such exchange or
      system. The Company shall have no obligation to issue such shares unless
      and until such shares are so listed, and the right to exercise any Option
      or other Award with respect to such shares shall be suspended until such
      listing has been effected.




(b)
            If at any time counsel to the
      Company shall be of the opinion that any sale or delivery of shares of
      Common Stock pursuant to an Option or other Award is or may in the
      circumstances be unlawful or result in the imposition of excise taxes on
      the Company under the statutes, rules or regulations of any applicable
      jurisdiction, the Company shall have no obligation to make such sale or
      delivery, or to make any application or to effect or to maintain any
      qualification or registration under the Securities Act or otherwise, with
      respect to shares of Common Stock or Awards, and the right to exercise any
      Option or other Award shall be suspended until, in the opinion of said
      counsel, such sale or delivery shall be lawful or will not result in the
      imposition of excise taxes on the
  Company.




(c)
            Upon termination of any period of
      suspension under this Section 16.6, any Award affected by such suspension
      which shall not then have expired or terminated shall be reinstated as to
      all shares available before such suspension and as to shares which would
      otherwise have become available during the period of such suspension, but
      no such suspension shall extend the term of any
    Award.




(d)
            A Participant shall be required
      to supply the Company with any certificates, representations and
      information that the Company requests and otherwise cooperate with the
      Company in obtaining any listing, registration, qualification, exemption,
      consent or approval the Company deems necessary or
      appropriate.









16.7       Governing
Law. This Plan and actions
taken in connection herewith shall be governed and construed in accordance with
the laws of the State of Nevada (regardless of the law that might otherwise
govern under applicable Nevada principles of conflict of
laws).




16.8       Construction. Wherever any words are used in this
Plan in the masculine gender they shall be construed as though they were also
used in the feminine gender in all cases where they would so apply, and wherever
any words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so
apply.




16.9 Other
Benefits. No Award granted
or paid out under this Plan shall be deemed compensation for purposes of
computing benefits under any retirement plan of the Company or its Affiliates
nor affect any benefits under any other benefit plan now or subsequently in
effect under which the availability or amount of benefits is related to the
level of compensation.




16.10     Costs. The Company shall bear all expenses
associated with administering this Plan, including expenses of issuing Common
Stock pursuant to any Awards hereunder.




16.11    
No
Right to Same Benefits.
The provisions of Awards need not be the same with respect to each Participant,
and such Awards to individual Participants need not be the same in subsequent
years.




16.12    
Death/Disability.The Committee may in its sole
discretion require the transferee of a Participant to supply it with written
notice of the Participant’s death or Disability and to supply it with a copy of
the will (in the case of the Participant’s death) or such other evidence as the
Committee deems necessary to establish the validity of the transfer of an Award.
The Committee may, in its discretion, also require the agreement of the
transferee to be bound by all of the terms and conditions of the
Plan.




16.13    
Section
16(b) of the Exchange Act.
All elections and transactions under this Plan by persons subject to Section 16
of the Exchange Act involving shares of Common Stock are intended to comply with
any applicable exemptive condition under Rule 16b-3. The Committee may, in
its sole discretion, establish and adopt written administrative guidelines,
designed to facilitate compliance with Section 16(b) of the Exchange Act, as it
may deem necessary or proper for the administration and operation of this Plan
and the transaction of business thereunder.




16.14 Section
409A of the Code. The Plan
is intended to comply with the applicable requirements of Section 409A of the
Code and shall be limited, construed and interpreted in accordance with such
intent. To the extent that any Award is subject to Section 409A of the Code, it
shall be paid in a manner that will comply with Section 409A of the Code,
including proposed, temporary or final regulations or any other guidance issued
by the Secretary of the Treasury and the Internal Revenue Service with respect
thereto. Notwithstanding anything herein to the contrary, any provision in the
Plan that is inconsistent with Section 409A of the Code shall be deemed to be
amended to comply with Section 409A of the Code and to the extent such provision
cannot be amended to comply therewith, such provision shall be null and
void.




16.15 Successor
and Assigns. The Plan
shall be binding on all successors and permitted assigns of a Participant,
including, without limitation, the estate of such Participant and the executor,
administrator or trustee of such estate.








16.16    
Severability
of Provisions. If any
provision of the Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and the Plan
shall be construed and enforced as if such provisions had not been
included.




16.17 Payments
to Minors, Etc.Any benefit payable to or for the
benefit of a minor, an incompetent person or other person incapable of receipt
thereof shall be deemed paid when paid to such person’s guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payment shall fully discharge the Committee, the Board, the Company, its
Affiliates and their employees, agents and representatives with respect
thereto.




16.18 Headings
and Captions. The headings
and captions herein are provided for reference and convenience only, shall not
be considered part of the Plan, and shall not be employed in the construction of
the Plan.




ARTICLE
XVII




EFFECTIVE
DATE OF PLAN




The Plan
shall become effective upon the date specified by the Board in its resolution
adopting the Plan, subject to the approval of the Plan by the stockholders of
the Company in accordance with the requirements of the laws of the State of
Nevada.




ARTICLE
XVIII




TERM OF
PLAN




No Award
shall be granted pursuant to the Plan on or after the tenth anniversary of the
earlier of the date the Plan is adopted or the date of stockholder approval, but
Awards granted prior to such tenth anniversary may extend beyond that date;
provided that no Award (other than a Stock Option or Stock Appreciation Right)
that is intended to be “performance-based” under Section 162(m) of the Code
shall be granted on or after the fifth anniversary of the stockholder approval
of the Plan unless the Performance Goals set forth on Exhibit A are reapproved
(or other designated performance goals are approved) by the stockholders no
later than the first stockholder meeting that occurs in the fifth year following
the year in which stockholders approve the Performance Goals set forth on
Exhibit A.




ARTICLE
XIX




NAME OF
PLAN




This Plan
shall be known as “The RINO International Corporation 2009 Stock Incentive
Plan.”









NON-QUALIFIED STOCK OPTION
AGREEMENT





Under
The


RINO
International Corporation 2009 Stock Incentive Plan





AGREEMENT
(“Agreement”),
dated _________ __, 20__ by and between RINO International Corporation, a Nevada
corporation (the “Company”), and
_______________ (the “Participant”).




Preliminary
Statement




The Board
of Directors of the Company (the “Board”) has appointed
a committee (the “Committee”) to
administer the RINO International Corporation 2009 Stock Incentive Plan (the
“Plan”), has
authorized this grant of a non-qualified stock option (the “Option”) on _______,
20__ (the “Grant
Date”) to purchase the number of shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”) set
forth below to the Participant, as a Eligible Employee of the Company or an
Affiliate (collectively, the Company and all Subsidiaries and Parents of the
Company shall be referred to as the “Employer”).




Unless
otherwise indicated, any capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Plan. For the convenience of the
Participant, capitalized terms used but not defined herein and defined in the
Plan have been set forth hereto in Schedule A. A copy of
the Plan has been delivered to the Participant. By signing and returning this
Agreement, the Participant (i) acknowledges having received and read a copy of
the Plan and this Agreement, (ii) agrees to comply with the Plan, this Agreement
and all applicable laws and regulations, (iii) acknowledges that the Company has
not provided any tax advice to the Participant regarding the grant or future
exercise of the Option or the subsequent sale or transfer of shares of Common
Stock issuable hereunder, and (iv) understands that the Participant should
consult with the Participant’s personal financial, accounting and tax advisors
regarding the same to the extent the Participant deems necessary.




Accordingly,
the parties hereto agree as follows:




1.       Grant of
Option.         
 The Company hereby grants
to Optionee, an Option to purchase _________shares (“Shares”) of its Common
Stock in the manner and subject to the conditions provided
hereinafter.





2.      
Vesting and
Exercise.





(a) The
Shares underlying the Option shall vest at the time of and shall have an
exercise price (the “Option Exercise Price”) as set forth in Exhibit A attached
hereto, which is the Fair Market Value or higher of a share of Common Stock on
the Grant Date. The Option shall vest proportionately in the periods prior to
each vesting date. To the extent that such portion of the Option has become
vested and is exercisable as provided herein, the Option may thereafter be
exercised by the Participant, in whole or in part, at any time or from time to
time prior to the expiration of the Option as provided herein and in accordance
with Sections 6.3(c) and 6.3(d) of the Plan, including, without limitation, by
the filing of any written form of exercise notice as may be required by the
Committee and payment in full of the Option Exercise Price multiplied by the
number of shares of Common Stock underlying the portion of the Option exercised.
Upon expiration of the Option, the Option shall be canceled and no longer
exercisable.




(b)               (i)At the election of the
Optionee and with the approval of the Committee, all or any part of the Option
that has vested and have not been earlier terminated may be exercised in lieu of
making the cash payment to the Company of the aggregate Option Exercise Price by
electing instead to receive upon such exercise the “Net Number” of shares of
Common Stock determined according to the following formula (“Cashless
Exercise”):







Net
Number = (A x (B - C))/B




(ii) For purposes of the foregoing
formula:


A= the
total number shares with respect to which the Option is then being
exercised.


B= the
last reported sale price (as reported by Bloomberg) of the Common Stock on the
trading day immediately preceding the date of the date of receipt by the Company
of the exercise representation letter attached hereto as Exhibit B (the
“Exercise Representation Letter”).


C= the
Option Exercise Price then in effect at the time of such exercise.





3.      
Time
of Exercise of Option.Any portion of the
Option which has vested may be exercised;provided,however, no portion of the Option may be
exercised ______ years after their respective date of vesting (“Vesting
Expiration Date”) and any portion of the Option that has not been exercised on
or prior to the Vesting Expiration Date shall be automatically forfeited and of
no further effect without any action by the Company or the Committee (a “Vesting
Expiration”).





4.      
Method of
Exercise.         
All or a portion of the Option
may be exercised by payment of the Option Exercise Price in cash or Cashless
Exercise by the Optionee, unless another form of payment is authorized by the
Committee. In the event of payment of the Option Exercise Price by check, the
Option shall not be considered exercised until receipt of cleared funds by the
Company upon deposit of the check.





5. Restrictions
on Exercise and Delivery.       
  Exercise of the
Option, or any portion thereof, shall be subject to the conditions set forth
below as determined by the Committee in its sole and absolute
discretion:





(a)            
   the satisfaction of
any withholding tax or other withholding liabilities, is necessary or desirable
as a condition of, or in connection with, such exercise or the delivery or
purchase of Shares pursuant thereto,





(b)              
 the listing, registration,
or qualification of any Shares deliverable upon such exercise is desirable or
necessary, under any state or federal law, as a condition of, or in connection
with, such exercise or the delivery or purchase of Shares pursuant thereto,
or




(c)                the consent or approval of any
regulatory body is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of any Shares pursuant
thereto,





then in
any such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
Optionee shall execute such documents and take such other actions as are
required by the Committee to enable it to effect or obtain such withholding,
listing, registration, qualification, consent or approval. Neither the Company
nor any officer or director, or member of the Committee, shall have any
liability with respect to the non-issuance of any portion of the Shares on
exercise or failure to sell any Shares as the result of any suspensions of
exercisability imposed pursuant to this Section.





6. Expiration
of Option.          Except as otherwise provided in this
Agreement, to the extent not previously exercised, the Option (or the relevant
portion thereof) shall terminate upon the first to occur of any of the following
events (the “Expiration Date”):





(a)the dissolution or
liquidation of the Company;








(b)           
at the time of a breach by
Optionee of any material provision of the Optionee’s Employment Agreement with
the Company or any other written agreement between the Optionee and the Company;
or





(c)           
any portion of the Option that
terminate pursuant to a Vesting Expiration.





7.      
Termination
of Service. If the
Optionee’s employment terminates, any portion of the Option which has vested
shall expire on the earliest of the following occasions (or such later date as
the Committee may determine):





(a)               
the Expiration
Date;





(b)                the date three (3) months after the
termination of the Optionee’s employment for any reason other than for Cause
(including Disability (as defined in Section 22(e)(3) of the Internal Revenue
Code), death and retirement);





(c)                the date of the Optionee’s termination
of employment for Cause (as such term is defined in the Optionee’s Employment
Agreement with the Company).





After the
date Optionee’s employment terminates, the Optionee (or in the case of the
Optionee’s death or Disability, the Optionee’s representative) may exercise all
or any portion of the Option which has vested at any time before its (i)
expiration under the preceding sentence or (ii) termination by operation of any
of the events in paragraph 5 hereof. When the Optionee’s employment terminates,
any portion of this Option which has not vested shall expire immediately without
any further action by the Committee or the Company.




8.          
Assignability.            
This Option may not be sold,
pledged, assigned or transferred (except by will or the laws of descent and
distribution) unless with the written consent of the
Company.





9.          
Representation
Letter.            
Upon exercise of all or any part
of the Option, the Optionee will deliver to the Company the Exercise
Representation Letter substantially the same as the one set forth on Exhibit B
hereto, as such Exhibit may be amended by the Committee from time to time.
Optionee also agrees to make such other representations as are deemed necessary
or appropriate by the Company and its counsel.





10.        
Rights as
Shareholder. Neither Optionee nor his or her
executor, administrator, heirs or legatees, shall be, or have any rights or
privileges of a shareholder of the Company in respect of the Shares unless and
until certificates representing such Shares shall have been issued in Optionee's
name.





11.No Right of
Employment.            
Neither the grant nor exercise of
any Option nor anything in the Plan or this Agreement shall impose upon the
Company any obligation to employ or continue to employ any Optionee. The right
of the Company to terminate any employee shall not be diminished or affected
because an Option has been granted to such employee.




12.Mandatory
Arbitration.In the event of any dispute between the Company and Optionee regarding
this Agreement, the dispute and any issue as to the arbitrability of such
dispute, shall be settled to the exclusion of a court of law, by arbitration in
New York City, New York by a panel of three arbitrators (each party shall choose
one arbitrator and the third shall be chosen by the two arbitrators so selected)
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect. The decision of a majority of the arbitrators shall
be final and binding upon the parties. All costs of the arbitration and the fees
of the arbitrators shall be allocated between the parties as determined by a
majority of the arbitrators, it being the intention of the parties that the
prevailing party in such a proceeding be made whole with respect to its
expenses.








13.          The
Company’s Rights. The
existence of the Option shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or other stocks with preference ahead of
or convertible into, or otherwise affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of the Company's assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.





14.          Optionee. Whenever the word “Optionee” is used
in any provision of this Agreement under circumstances where the provision
should logically be construed, as determined by the Committee, to apply to the
estate, personal representative, beneficiary to whom the Option or Shares may be
transferred by will or by the laws of descent and distribution, or another
permitted transferee, the word “Optionee” shall be deemed to include such
person.





15.          Conformity
with Plan. This Agreement
is intended to conform in all respects with, and is subject to all applicable
provisions of, the Plan. Inconsistencies between this Agreement and the Plan
shall be resolved in accordance with the terms of the Plan. In the event of any
ambiguity in this Agreement or any matters as to which this Agreement is silent,
the Plan shall govern. A copy of the Plan isprovided to Optionee with this
Agreement as Exhibit C.





16.          Section 409A Compliance. To the extent
applicable, the Board or the Committee may at any time and from time to time
amend, in whole or in part, any or all of the provisions of this Agreement (in a
manner determined by the Board or Committee in its sole discretion) solely to
comply with Section 409A of the Code and the regulations promulgated thereunder,
subject to the terms and conditions of the Plan.





17.          Notices. All notices and other communications
made or given pursuant to this Agreement shall be in writing and shall be
sufficiently made or given if hand delivered or mailed by certified mail,
addressed to the Optionee at the address contained in the records of the
Company, or addressed to the Committee, care of the Company to the attention of
its Corporate Secretary at its principal office or, if the receiving party
consents in advance, transmitted and received via telecopy or via such other
electronic transmission mechanism as may be available to the
parties.





18.         Binding
Effect. This Agreement
shall be binding upon and inure to the benefit of Optionee, his heirs and
successors, and of the Company, its successors and assigns.





19.         Governing
Law. This Agreement shall
be governed by the laws of the State of New York, without giving effect to
principles of conflicts of laws.





20.         Descriptive
Headings.            
Titles to Sections are solely for
informational purposes.








IN
WITNESS WHEREOF, this Agreement is effective as of, and the date of grant shall
be _______ __, 20__.





RINO
      INTERNATIONAL
                                        CORPORATIONa
      Nevada corporationBy:Its:OPTIONEEPrint
      Name







EXHIBIT
A





VESTING
SCHEDULE AND OPTION EXERCISE PRICE





Number of Shares
                              
                              Vesting Date
                              
                              Exercise Price per
                                Share







EXHIBIT
B





______________,
20___





RINO
International Corporation





Re:          
Stock Option
Exercise





To Whom
It May Concern:





I (the
“Optionee”) hereby exercise my right to purchase ________ shares of common stock
(the “Shares”) of RINO International Corporation, a Nevada Company (the
“Company”), pursuant to, and in accordance with, an option agreement dated
_______________, 20__ (the “Agreement”). As provided in such Agreement, I
deliver herewith payment as set forth in the Agreement in the amount of the
aggregate option exercise price. Please deliver to me at my address as set forth
above stock certificates representing the subject shares registered in my
name.





The
Optionee hereby represents and agrees as follows:





1.             
The Optionee acknowledges receipt
of a copy of the Agreement. The Optionee has carefully reviewed the
Agreement.





2.             The Optionee is a resident of
__________.





3. The Optionee
represents and agrees that if the Optionee is an “affiliate” (as defined in Rule
144 under the Securities Act of 1933) of the Company at the time the Optionee
desires to sell any of the Shares, the Optionee will be subject to certain
restrictions under, and will comply with all of the requirements of, applicable
federal and state securities laws.





The
foregoing representations and warranties are given on ________ at
_____________________.





___
Optionee encloses a check in the amount of $ ______________ for the payment of
the aggregate amount of the Option Exercise Price.





___
Optionee elects a Cashless Exercise for __________Option Shares.





OPTIONEE:





_____________________________








Exhibit
C




RINO
International 2009 Stock Incentive Plan










SCHEDULE
A




The
following terms used but not defined in the Agreement and defined in the Plan
have been provided below for the convenience of the Participant but are
qualified in their entirety by the full text of such terms in the
Plan.




A.        
“Acquisition
Event”means a merger or consolidation in
which the Company is not the surviving entity, any transaction that results in
the acquisition of all or substantially all of the Company’s outstanding Common
Stock by a single person or entity or by a group of persons and/or entities
acting in concert, or the sale or transfer of all or substantially all of the
Company’s assets.




B.        
“Affiliate”means each of the following:
(a) any Subsidiary; (b) any Parent; (c) any corporation, trade or
business (including, without limitation, a partnership or limited liability
company) which is directly or indirectly controlled 50% or more (whether by
ownership of stock, assets or an equivalent ownership interest or voting
interest) by the Company; (d) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which directly
or indirectly controls 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) of the Company; and
(e) any other entity in which the Company or any of its Affiliates has a
material equity interest and which is designated as an “Affiliate” by resolution
of the Committee; provided that the Common Stock subject to any Award
constitutes “service recipient stock” for purposes of Section 409A of the Code
or otherwise does not subject the Award to Section 409A of the
Code.




C. “Appreciation
Award”means any Award under this Plan of any
Stock Option, Stock Appreciation Right or Other Stock-Based Award, provided that
such Other Stock-Based Award is based on the appreciation in value of a share of
Common Stock in excess of an amount equal to at least the Fair Market Value of
the Common Stock on the date such Other Stock-Based Award is
granted.




D.        
“Award”means any award under this Plan of any
Stock Option, Stock Appreciation Right, Restricted Stock, Performance Share,
Other Stock-Based Award or Performance-Based Cash Awards. All Awards shall be
granted by, confirmed by, and subject to the terms of, a written agreement
executed by the Company and the Participant.




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




F.“Cause” means with respect to a
Participant’s Termination of Employment or Termination of Consultancy from and
after the date hereof, the following: (a) in the case where there is no
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award (or where there is such an
agreement but it does not define “cause” (or words of like import)), termination
due to: (i) a Participant’s conviction of, or plea of guilty or nolo contendere
to, a felony; (ii) perpetration by a Participant of an illegal act, or fraud
which could cause significant economic injury to the Company; (iii) continuing
willful and deliberate failure by the Participant to perform the Participant’s
duties in any material respect, provided that the Participant is given notice
and an opportunity to effectuate a cure as determined by the Committee; or (iv)
a Participant’s willful misconduct with regard to the Company that could have a
material adverse effect on the Company; or (b) in the case where there is an
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award that defines “cause” (or words
of like import), “cause” as defined under such agreement; provided, however,
that with regard to any agreement under which the definition of “cause” only
applies on occurrence of a change in control, such definition of “cause” shall
not apply until a change in control actually takes place and then only with
regard to a termination thereafter. With respect to a Participant’s Termination
of Directorship, “cause” means an act or failure to act that constitutes cause
for removal of a director under applicable Nevada law.








G.        
“Change
in Control”has the meaning set forth in Section
13.2 of the Plan.




H.        
“Change
in Control Price”has the meaning set forth in Section
13.1 of the Plan.




I.         
“Code”means the Internal Revenue Code of
1986, as amended. Any reference to any section of the Code shall also be a
reference to any successor provision and any Treasury Regulation promulgated
thereunder.




J.        
“Committee” means: (a) with respect to the
application of this Plan to Eligible Employees and Consultants, a committee or
subcommittee of the Board appointed from time to time by the Board, which
committee or subcommittee shall consist of two or more non-employee directors,
each of whom shall be (i) a “non-employee director” as defined in Rule 16b-3;
(ii) to the extent required by Section 162(m) of the Code, an “outside director”
as defined under Section 162(m) of the Code; and (iii) an “independent director”
for purposes of the applicable stock exchange rules; and (b) with respect
to the application of this Plan to Non-Employee Directors, the Board. To the
extent that no Committee exists that has the authority to administer this Plan,
the functions of the Committee shall be exercised by the Board. If for any
reason the appointed Committee does not meet the requirements of Rule 16b-3 or
Section 162(m) of the Code, such noncompliance shall not affect the validity of
Awards, grants, interpretations or other actions of the
Committee.




K.        
“Common
Stock”means the common stock, $0.0001 par
value per share, of the Company.




L.        
“Company”means RINO International Corporation,
a Nevada Corporation, and its successors by operation of
law.




M. “Consultant”means any individual or entity who
provides bona fide consulting or advisory services to the Company or its
Affiliates pursuant to a written agreement, which are not in connection with the
offer and sale of securities in a capital-raising
transaction.




N. “Disability”means with respect to a Participant’s
Termination, a permanent and total disability as defined in Section 22(e)(3) of
the Code. A Disability shall only be deemed to occur at the time of the
determination by the Committee of the Disability. Notwithstanding the foregoing,
for Awards that are subject to Section 409A of the Code, Disability shall mean
that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the
Code.




O.        
“Effective
Date”means the effective date of this Plan
as defined in Article XVII.




P. “Eligible
Employees”means each employee of the Company or
an Affiliate.




Q.“Exchange
Act” means the
Securities Exchange Act of 1934, as amended. Any references to any section of
the Exchange Act shall also be a reference to any successor
provision.







R.        
“Fair
Market Value”means, unless otherwise required by
any applicable provision of the Code or any regulations issued thereunder, as of
any date and except as provided below, the last sales price reported for the
Common Stock on the applicable date: (a) as reported on the principal national
securities exchange in the United States on which it is then traded, or (b) if
the Common Stock is not traded, listed or otherwise reported or quoted, the
Committee shall determine in good faith the Fair Market Value in whatever manner
it considers appropriate taking into account the requirements of Section 409A of
the Code. For purposes of the grant of any Award, the applicable date shall be
the trading day immediately prior to the date on which the Award is granted. For
purposes of the exercise of any Award, the applicable date shall be the date a
notice of exercise is received by the Committee or, if not a day on which the
applicable market is open, the next day that it is open.




S.        
“Family
Member”means “family member” as defined in
Section A.1.(5) of the general instructions of Form S-8.




T.        
“GAAP”has the meaning set forth in Section
11.2(c)(ii).




U. “Incentive
Stock Option”means any Stock Option awarded to an
Eligible Employee of the Company, its Subsidiaries and its Parent (if any) under
this Plan intended to be and designated as an “Incentive Stock Option” within
the meaning of Section 422 of the Code.




V. “Non-Employee
Director”means a director of the Company who is
not an active employee of the Company or an Affiliate.




W.      
“Non-Qualified
Stock Option”means any Stock Option awarded under
this Plan that is not an Incentive Stock Option.




X.        
“Other
Stock-Based Award”means an Award under Article X of this
Plan that is valued in whole or in part by reference to, or is payable in or
otherwise based on, Common Stock, including, without limitation, a restricted
stock unit or an Award valued by reference to an Affiliate.




Y.        
“Parent”means any parent corporation of the
Company within the meaning of Section 424(e) of the Code.




Z.        
“Participant”means an Eligible Employee,
Non-Employee Director or Consultant to whom an Award has been granted pursuant
to the Plan.




AA. “Performance-Based
Cash Award”means a cash Award under Article XI of
this Plan that is payable or otherwise based on the attainment of certain
pre-established performance goals during a Performance
Period.




BB.        
“Performance
Goals” mean such
performance goals as determined in writing by the Committee.




CC.        
“Performance
Period”means the duration of the period
during which receipt of an Award is subject to the satisfaction of performance
criteria, such period as determined by the Committee in its sole
discretion.




DD.        
“Performance
Share”means an Award made pursuant to
Article IX of this Plan of the right to receive Common Stock or cash of an
equivalent value at the end of a specified Performance
Period.








EE.          
“Person”means any individual, corporation,
partnership, limited liability company, firm, joint venture, association,
joint-stock company, trust, incorporated organization, governmental or
regulatory or other entity.




FF.         
 “Plan”means this RINO International
Corporation 2009 Stock Incentive Plan, as amended from time to
time.




GG.        
“Reference
Stock Option”has the meaning set forth in Section
7.1 of the Plan.




HH. “Restricted
Stock”means an Award of shares of Common
Stock under this Plan that is subject to restrictions under Article
VIII.




II.       
     “Restriction
Period”has the meaning set forth in
Subsection 8.3(a) of the Plan.




JJ.         
“Rule
16b-3”means Rule 16b-3 under Section 16(b)
of the Exchange Act as then in effect or any successor
provision.




KK. “Section
162(m) of the Code”means the exception for
performance-based compensation under Section 162(m) of the Code and any
applicable Treasury regulations thereunder.




LL.         
“Section
409A of the Code”means the nonqualified deferred
compensation rules under Section 409A of the Code and any applicable Treasury
regulations thereunder.




MM.        “Securities
Act”means the Securities Act of 1933, as
amended and all rules and regulations promulgated thereunder. Any reference to
any section of the Securities Act shall also be a reference to any successor
provision.




NN.        
“Stock
Appreciation Right”means the right pursuant to an Award
granted under Article VII. A Tandem Stock Appreciation Right shall mean the
right to surrender to the Company all (or a portion) of a Stock Option in
exchange for cash or a number of shares of Common Stock (as determined by the
Committee, in its sole discretion, on the date of grant) equal to the difference
between (a) the Fair Market Value on the date such Stock Option (or such
portion thereof) is surrendered, of the Common Stock covered by such Stock
Option (or such portion thereof), and (b) the aggregate exercise price of
such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation
Right shall mean the right to receive cash or a number of shares of Common Stock
(as determined by the Committee, in its sole discretion, on the date of grant)
equal to the difference between (i) the Fair Market Value of a share of
Common Stock on the date such right is exercised, and (ii) the aggregate
exercise price of such right, otherwise than on surrender of a Stock
Option.




OO.        “Stock
Option”or“Option”means any option to purchase shares of
Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants granted pursuant to Article VI of the Plan.




PP. “Subsidiary”means any subsidiary corporation of
the Company within the meaning of Section 424(f) of the
Code.




QQ.        “Ten
Percent Stockholder”means a person owning stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, its Subsidiaries or its Parent.




RR.“Termination” means a Termination of
Consultancy, Termination of Directorship or Termination of Employment, as
applicable.







SS.         
“Termination
of Consultancy”means: (a) that the Consultant is no
longer acting as a consultant to the Company or an Affiliate; or (b) when an
entity which is retaining a Participant as a Consultant ceases to be an
Affiliate unless the Participant otherwise is, or thereupon becomes, a
Consultant to the Company or another Affiliate at the time the entity ceases to
be an Affiliate. In the event that a Consultant becomes an Eligible Employee or
a Non-Employee Director upon the termination of his or her consultancy, unless
otherwise determined by the Committee, in its sole discretion, no Termination of
Consultancy shall be deemed to occur until such time as such Consultant is no
longer a Consultant, an Eligible Employee or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Consultancy in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Consultancy thereafter.




TT.         
“Termination
of Directorship”means that the Non-Employee Director
has ceased to be a director of the Company; except that if a Non-Employee
Director becomes an Eligible Employee or a Consultant upon the termination of
his or her directorship, his or her ceasing to be a director of the Company
shall not be treated as a Termination of Directorship unless and until the
Participant has a Termination of Employment or Termination of Consultancy, as
the case may be.




UU.         
“Termination
of Employment”means: (a) a termination of
employment (for reasons other than a military or personal leave of absence
granted by the Company) of a Participant from the Company and its Affiliates; or
(b) when an entity which is employing a Participant ceases to be an
Affiliate, unless the Participant otherwise is, or thereupon becomes, employed
by the Company or another Affiliate at the time the entity ceases to be an
Affiliate. In the event that an Eligible Employee becomes a Consultant or a
Non-Employee Director upon the termination of his or her employment, unless
otherwise determined by the Committee, in its sole discretion, no Termination of
Employment shall be deemed to occur until such time as such Eligible Employee is
no longer an Eligible Employee, a Consultant or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Employment in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Employment thereafter.




VV.        
“Transfer”means: (a) when used as a noun, any
direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in a Person),
whether for value or no value and whether voluntary or involuntary (including by
operation of law), and (b) when used as a verb, to directly or indirectly
transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise
dispose of (including the issuance of equity in a Person) whether for value or
for no value and whether voluntarily or involuntarily (including by operation of
law). “Transferred” and “Transferrable” shall have a correlative
meaning








QUALIFIED STOCK OPTION
AGREEMENT





Under
The


RINO
International Corporation 2009 Stock Incentive Plan





AGREEMENT
(“Agreement”),
dated ______ __, 20__ by and between RINO International Corporation, a Nevada
corporation (the “Company”), and
_______________ (the “Participant”).




Preliminary
Statement




The Board
of Directors of the Company (the “Board”) has appointed
a committee (the “Committee”) to
administer the RINO International Corporation 2009 Stock Incentive Plan (the
“Plan”), has
authorized this grant of a qualified stock option (the “Option”) on _______,
20__ (the “Grant
Date”) to purchase the number of shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”) set
forth below to the Participant, as a Eligible Employee of the Company
(collectively, the Company and all Subsidiaries and Parents of the Company shall
be referred to as the “Employer”).




Unless
otherwise indicated, any capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Plan. For the convenience of the
Participant, capitalized terms used but not defined herein and defined in the
Plan have been set forth hereto in Schedule A. A copy of
the Plan has been delivered to the Participant. By signing and returning this
Agreement, the Participant (i) acknowledges having received and read a copy of
the Plan and this Agreement, (ii) agrees to comply with the Plan, this Agreement
and all applicable laws and regulations, (iii) acknowledges that the Company has
not provided any tax advice to the Participant regarding the grant or future
exercise of the Option or the subsequent sale or transfer of shares of Common
Stock issuable hereunder, and (iv) understands that the Participant should
consult with the Participant’s personal financial, accounting and tax advisors
regarding the same to the extent the Participant deems necessary.




Accordingly,
the parties hereto agree as follows:





1.      
Grant
of Option.           
The Company hereby grants to
Optionee, an Option to purchase _________shares (“Shares”) of its Common Stock
in the manner and subject to the conditions provided hereinafter. This Option is
intended to qualify as an Incentive Stock Option.





2.Vesting and
Exercise.





(a) The
Shares underlying the Option shall vest at the time of and shall have an
exercise price (the “Option Exercise Price”) as set forth in Exhibit A attached
hereto, which is the Fair Market Value or higher of a share of Common Stock on
the Grant Date, or 110% of such Fair Market Value in the case of a Ten Percent
Stockholder as provided in Code Section 422. The Option shall vest
proportionately in the periods prior to each vesting date. To the extent that
the Option has become vested and is exercisable as provided herein, the Option
may thereafter be exercised by the Participant, in whole or in part, at any time
or from time to time prior to the expiration of the Option as provided herein
and in accordance with Sections 6.3(c) and 6.3(d) of the Plan, including,
without limitation, by the filing of any written form of exercise notice as may
be required by the Committee and payment in full of the Option Exercise Price
multiplied by the number of shares of Common Stock underlying the portion of the
Option exercised. Upon expiration of the Option, the Option shall be canceled
and no longer exercisable.





(b) (i) At the election of the Optionee and
with the approval of the Committee, all or any part of the Option that has
vested and have not been earlier terminated may be exercised in lieu of making
the cash payment to the Company of the aggregate Option Exercise Price by
electing instead to receive upon such exercise the “Net
Number” of shares of
Common Stock determined according to the following formula (“Cashless
Exercise”):




Net
Number = (A x (B - C))/B




(ii)         
For purposes of the foregoing
formula:


A= the
total number shares with respect to which the Option is then being
exercised.


B= the
last reported sale price (as reported by Bloomberg) of the Common Stock on the
trading day immediately preceding the date of the date of receipt by the Company
of the exercise representation letter attached hereto as Exhibit B (the
“Exercise Representation Letter”).


C= the
Option Exercise Price then in effect at the time of such exercise.




3.Time of
Exercise of Option. Any portion of the Option which has vested may be exercised;provided,however, no portion of the Option may be
exercised ______ years after their respective date of vesting (“Vesting
Expiration Date”) and any portion of the Option that has not been exercised on
or prior to the Vesting Expiration Date shall be automatically forfeited and of
no further effect without any action by the Company or the Committee (a “Vesting
Expiration”).





4.Method of
Exercise.  All or a portion of the Option may be
exercised by payment of the Option Exercise Price in cash or Cashless Exercise
by the Optionee, unless another form of payment is authorized by the Committee.
In the event of payment of the Option Exercise Price by check, the Option shall
not be considered exercised until receipt of cleared funds by the Company upon
deposit of the check.





5.Restrictions
on Exercise and Delivery. Exercise of the Option, or any portion
thereof, shall be subject to the conditions set forth below as determined by the
Committee in its sole and absolute discretion:





(a) the
satisfaction of any withholding tax or other withholding liabilities, is
necessary or desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of Shares pursuant thereto,





(b)   the listing, registration, or
qualification of any Shares deliverable upon such exercise is desirable or
necessary, under any state or federal law, as a condition of, or in connection
with, such exercise or the delivery or purchase of Shares pursuant thereto,
or





(c) the consent or approval of any
regulatory body is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of any Shares pursuant
thereto,





then in
any such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
Optionee shall execute such documents and take such other actions as are
required by the Committee to enable it to effect or obtain such withholding,
listing, registration, qualification, consent or approval. Neither the Company
nor any officer or director, or member of the Committee, shall have any
liability with respect to the non-issuance of any portion of the Shares on
exercise or failure to sell any Shares as the result of any suspensions of
exercisability imposed pursuant to this Section.





6. Expiration
of Option.           Except as otherwise provided in this
Agreement, to the extent not previously exercised, the Option (or the relevant
portion thereof) shall terminate upon the first to occur of any of the following
events (the “Expiration Date”):





(a)
            the dissolution or liquidation of
      the Company;








(b)
                  the date immediately preceding
      the tenth (10th) anniversary of the Grant date,
      in the case of the Ten Percent Stockholder as provide in code Section
      422;





(c)
            at the time of a breach by
      Optionee of any material provision of the Optionee’s Employment Agreement
      with the Company or any other written agreement between the Optionee and
      the Company; or





(d)
            any portion of the Option that
      terminate pursuant to a Vesting
  Expiration.





7. Termination
of Service. If the
Optionee’s employment terminates, any portion of the Option which has vested
shall expire on the earliest of the following occasions (or such later date as
the Committee may determine):





(a)            
  the Expiration
Date;





(b)              
the date three (3) months after
the termination of the Optionee’s employment for any reason other than for Cause
(including Disability (as defined in Section 22(e)(3) of the Internal Revenue
Code), death and retirement);





(c)             
 the date of the Optionee’s
termination of employment for Cause (as such term is defined in the Optionee’s
Employment Agreement with the Company).




After the
date Optionee’s employment terminates, the Optionee (or in the case of the
Optionee’s death or Disability, the Optionee’s representative) may exercise all
or any portion of the Option which has vested at any time before its (i)
expiration under the preceding sentence or (ii) termination by operation of any
of the events in paragraph 5 hereof. When the Optionee’s employment terminates,
any portion of this Option which have not vested shall expire immediately
without any further action by the Committee or the Company.





8.       
   Assignability.            This Option may not be sold, pledged,
assigned or transferred (except by will or the laws of descent and distribution)
unless with the written consent of the Company.





9.          
Representation
Letter.            Upon exercise of all or any part of the
Option, the Optionee will deliver to the Company the Exercise Representation
Letter substantially the same as the one set forth on Exhibit B hereto, as such
Exhibit may be amended by the Committee from time to time. Optionee also agrees
to make such other representations as are deemed necessary or appropriate by the
Company and its counsel.





10.      Rights as
Shareholder.Neither Optionee nor his or her
executor, administrator, heirs or legatees, shall be, or have any rights or
privileges of a shareholder of the Company in respect of the Shares unless and
until certificates representing such Shares shall have been issued in Optionee's
name.





11.      
  No Right of
Employment.           
Neither the grant nor exercise of
any Option nor anything in the Plan or this Agreement shall impose upon the
Company any obligation to employ or continue to employ any Optionee. The right
of the Company to terminate any employee shall not be diminished or affected
because an Option has been granted to such employee.





12.         Mandatory
Arbitration.            In the event of any dispute between the
Company and Optionee regarding this Agreement, the dispute and any issue as to
the arbitrability of such dispute, shall be settled to the exclusion of a court
of law, by arbitration in New York City, New York by a panel of three
arbitrators (each party shall choose one arbitrator and the third shall be
chosen by the two arbitrators so selected) in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect. The
decision of a majority of the arbitrators shall be final and binding upon the
parties. All costs of the arbitration and the fees of the arbitrators shall be
allocated between the parties as determined by a majority of the arbitrators, it
being the intention of the parties that the prevailing party in such a
proceeding be made whole with respect to its expenses.





13.         The
Company’s Rights. The
existence of the Option shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or other stocks with preference ahead of
or convertible into, or otherwise affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of the Company's assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.




14. Optionee. Whenever the word “Optionee” is used
in any provision of this Agreement under circumstances where the provision
should logically be construed, as determined by the Committee, to apply to the
estate, personal representative, beneficiary to whom the Option or Shares may be
transferred by will or by the laws of descent and distribution, or another
permitted transferee, the word “Optionee” shall be deemed to include such
person.





15.        
Conformity
with Plan. This Agreement
is intended to conform in all respects with, and is subject to all applicable
provisions of, the Plan. Inconsistencies between this Agreement and the Plan
shall be resolved in accordance with the terms of the Plan. In the event of any
ambiguity in this Agreement or any matters as to which this Agreement is silent,
the Plan shall govern. A copy of the Plan isprovided to Optionee with this
Agreement as Exhibit C.





16.        
Section
409A Compliance. To the
extent applicable, the Board or the Committee may at any time and from time to
time amend, in whole or in part, any or all of the provisions of this Agreement
(in a manner determined by the Board or Committee in its sole discretion) solely
to comply with Section 409A of the Code and the regulations promulgated
thereunder, subject to the terms and conditions of the Plan.





17.         Incentive
Stock Option. Subject to
the provisions of the Plan, this Option is an Incentive Stock Option. To the
extent the number of Shares exceeds the limit set forth in Section 6.3 of the
Plan, such Shares shall be deemed granted pursuant to a Nonqualified Stock
Option. Unless otherwise indicated by the Participant in the notice of exercise,
upon any exercise of this Option, the number of exercised Shares that shall be
deemed to be exercised pursuant to an Incentive Stock Option shall equal the
total number of Shares so exercised multiplied by a fraction, (i) the numerator
of which is the number of unexercised Shares that could then be exercised
pursuant to an Incentive Stock Option and (ii) the denominator of which is the
then total number of unexercised Shares.





18.         Disqualifying
Disposition. In the event
that Common Stock acquired upon exercise of this Option is disposed of by the
Participant in a “Disqualifying Disposition,” such Participant shall notify the
Company in writing within thirty (30) days after such disposition of the date
and terms of such disposition. For purposes hereof, “Disqualifying Disposition”
shall mean a disposition of Common Stock that is acquired upon the exercise of
this Option (and that is not deemed granted pursuant to a Nonqualified Stock
Option under Section 17 hereof ) prior to the expiration of either two years
from the Grant Date of this Option or one year from the transfer of shares to
the Participant pursuant to the exercise of this Option.








19.         Notices. All notices and other communications
made or given pursuant to this Agreement shall be in writing and shall be
sufficiently made or given if hand delivered or mailed by certified mail,
addressed to the Optionee at the address contained in the records of the
Company, or addressed to the Committee, care of the Company to the attention of
its Corporate Secretary at its principal office or, if the receiving party
consents in advance, transmitted and received via telecopy or via such other
electronic transmission mechanism as may be available to the
parties.





20.         Binding
Effect. This Agreement
shall be binding upon and inure to the benefit of Optionee, his heirs and
successors, and of the Company, its successors and assigns.




21.         Governing
Law. This Agreement shall
be governed by the laws of the State of New York, without giving effect to
principles of conflicts of laws.





22.         Descriptive
Headings.            Titles to Sections are solely for
informational purposes.





IN
WITNESS WHEREOF, this Agreement is effective as of, and the date of grant shall
be _______ __, 20__.





RINO
      INTERNATIONAL CORPORATION
                            a
      Nevada corporationBy:Its:OPTIONEEPrint
      Name





6




EXHIBIT
A





VESTING
SCHEDULE AND OPTION EXERCISE PRICE


Number of Shares
                                  
                                  Vesting Date
                                  
                                  Exercise Price perShare













EXHIBIT
B





______________,
20___




RINO
International Corporation





Re:           Stock Option
Exercise





To Whom
It May Concern:





I (the
“Optionee”) hereby exercise my right to purchase ________ shares of common stock
(the “Shares”) of RINO International Corporation, a Nevada Company (the
“Company”), pursuant to, and in accordance with, an option agreement dated
_______________, 20__ (the “Agreement”). As provided in such Agreement, I
deliver herewith payment as set forth in the Agreement in the amount of the
aggregate option exercise price. Please deliver to me at my address as set forth
above stock certificates representing the subject shares registered in my
name.





The
Optionee hereby represents and agrees as follows:





1.             The Optionee acknowledges receipt of a
copy of the Agreement. The Optionee has carefully reviewed the
Agreement.





2.            The Optionee is a resident of
__________.





3.The Optionee represents and agrees that
if the Optionee is an “affiliate” (as defined in Rule 144 under the Securities
Act of 1933) of the Company at the time the Optionee desires to sell any of the
Shares, the Optionee will be subject to certain restrictions under, and will
comply with all of the requirements of, applicable federal and state securities
laws.





The
foregoing representations and warranties are given on ________ at
_____________________.





___
Optionee encloses a check in the amount of $ ______________ for the payment of
the aggregate amount of the Option Exercise Price.





___
Optionee elects a Cashless Exercise for __________Option Shares.




OPTIONEE:


_____________________________








Exhibit
C





RINO
International Corporation 2009 Stock Incentive Plan











SCHEDULE
A




The
following terms used but not defined in the Agreement and defined in the Plan
have been provided below for the convenience of the Participant but are
qualified in their entirety by the full text of such terms in the
Plan.




A.        
“Acquisition
Event”means a merger or consolidation in
which the Company is not the surviving entity, any transaction that results in
the acquisition of all or substantially all of the Company’s outstanding Common
Stock by a single person or entity or by a group of persons and/or entities
acting in concert, or the sale or transfer of all or substantially all of the
Company’s assets.




B.        
“Affiliate”means each of the following:
(a) any Subsidiary; (b) any Parent; (c) any corporation, trade or
business (including, without limitation, a partnership or limited liability
company) which is directly or indirectly controlled 50% or more (whether by
ownership of stock, assets or an equivalent ownership interest or voting
interest) by the Company; (d) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which directly
or indirectly controls 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) of the Company; and
(e) any other entity in which the Company or any of its Affiliates has a
material equity interest and which is designated as an “Affiliate” by resolution
of the Committee; provided that the Common Stock subject to any Award
constitutes “service recipient stock” for purposes of Section 409A of the Code
or otherwise does not subject the Award to Section 409A of the
Code.




C.        
“Appreciation
Award”means any Award under this Plan of any
Stock Option, Stock Appreciation Right or Other Stock-Based Award, provided that
such Other Stock-Based Award is based on the appreciation in value of a share of
Common Stock in excess of an amount equal to at least the Fair Market Value of
the Common Stock on the date such Other Stock-Based Award is
granted.




D.        
“Award”means any award under this Plan of any
Stock Option, Stock Appreciation Right, Restricted Stock, Performance Share,
Other Stock-Based Award or Performance-Based Cash Awards. All Awards shall be
granted by, confirmed by, and subject to the terms of, a written agreement
executed by the Company and the Participant.




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





F.        
“Cause”means with respect to a Participant’s
Termination of Employment or Termination of Consultancy from and after the date
hereof, the following: (a) in the case where there is no employment agreement,
consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the grant
of the Award (or where there is such an agreement but it does not define “cause”
(or words of like import)), termination due to: (i) a Participant’s conviction
of, or plea of guilty or nolo contendere to, a felony; (ii) perpetration by a
Participant of an illegal act, or fraud which could cause significant economic
injury to the Company; (iii) continuing willful and deliberate failure by the
Participant to perform the Participant’s duties in any material respect,
provided that the Participant is given notice and an opportunity to effectuate a
cure as determined by the Committee; or (iv) a Participant’s willful misconduct
with regard to the Company that could have a material adverse effect on the
Company; or (b) in the case where there is an employment agreement, consulting
agreement, change in control agreement or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the
Award that defines “cause” (or words of like import), “cause” as defined under
such agreement; provided, however, that with regard to any agreement under which
the definition of “cause” only applies on occurrence of a change in control,
such definition of “cause” shall not apply until a change in control actually
takes place and then only with regard to a termination thereafter. With respect
to a Participant’s Termination of Directorship, “cause” means an act or failure
to act that constitutes cause for removal of a director under applicable Nevada
law.





G.        
“Change
in Control”has the meaning set forth in Section
13.2 of the Plan.




H.        
“Change
in Control Price”has the meaning set forth in Section
13.1 of the Plan.




I.   
      “Code”means the Internal Revenue Code of
1986, as amended. Any reference to any section of the Code shall also be a
reference to any successor provision and any Treasury Regulation promulgated
thereunder.




J.        
“Committee” means: (a) with respect to the
application of this Plan to Eligible Employees and Consultants, a committee or
subcommittee of the Board appointed from time to time by the Board, which
committee or subcommittee shall consist of two or more non-employee directors,
each of whom shall be (i) a “non-employee director” as defined in Rule 16b-3;
(ii) to the extent required by Section 162(m) of the Code, an “outside director”
as defined under Section 162(m) of the Code; and (iii) an “independent director”
for purposes of the applicable stock exchange rules; and (b) with respect
to the application of this Plan to Non-Employee Directors, the Board. To the
extent that no Committee exists that has the authority to administer this Plan,
the functions of the Committee shall be exercised by the Board. If for any
reason the appointed Committee does not meet the requirements of Rule 16b-3 or
Section 162(m) of the Code, such noncompliance shall not affect the validity of
Awards, grants, interpretations or other actions of the
Committee.




K.        
“Common
Stock”means the common stock, $0.0001 par
value per share, of the Company.




L. “Company”means RINO International Corporation,
a Nevada Corporation, and its successors by operation of
law.




M. “Consultant”means any individual or entity who
provides bona fide consulting or advisory services to the Company or its
Affiliates pursuant to a written agreement, which are not in connection with the
offer and sale of securities in a capital-raising
transaction.




N. “Disability”means with respect to a Participant’s
Termination, a permanent and total disability as defined in Section 22(e)(3) of
the Code. A Disability shall only be deemed to occur at the time of the
determination by the Committee of the Disability. Notwithstanding the foregoing,
for Awards that are subject to Section 409A of the Code, Disability shall mean
that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the
Code.




O.        
“Effective
Date”means the effective date of this Plan
as defined in Article XVII.




P. “Eligible
Employees”means each employee of the Company or
an Affiliate.








Q.        
“Exchange
Act”means the Securities Exchange Act of
1934, as amended. Any references to any section of the Exchange Act shall also
be a reference to any successor provision.




R.        
“Fair
Market Value”means, unless otherwise required by
any applicable provision of the Code or any regulations issued thereunder, as of
any date and except as provided below, the last sales price reported for the
Common Stock on the applicable date: (a) as reported on the principal national
securities exchange in the United States on which it is then traded, or (b) if
the Common Stock is not traded, listed or otherwise reported or quoted, the
Committee shall determine in good faith the Fair Market Value in whatever manner
it considers appropriate taking into account the requirements of Section 409A of
the Code. For purposes of the grant of any Award, the applicable date shall be
the trading day immediately prior to the date on which the Award is granted. For
purposes of the exercise of any Award, the applicable date shall be the date a
notice of exercise is received by the Committee or, if not a day on which the
applicable market is open, the next day that it is open.




S.        
“Family
Member”means “family member” as defined in
Section A.1.(5) of the general instructions of Form S-8.




T.        
“GAAP”has the meaning set forth in Section
11.2(c)(ii).




U.        
“Incentive
Stock Option”means any Stock Option awarded to an
Eligible Employee of the Company, its Subsidiaries and its Parent (if any) under
this Plan intended to be and designated as an “Incentive Stock Option” within
the meaning of Section 422 of the Code.




V.        
“Non-Employee
Director”means a director of the Company who is
not an active employee of the Company or an Affiliate.




W.        “Non-Qualified
Stock Option”means any Stock Option awarded under
this Plan that is not an Incentive Stock Option.




X.        
“Other
Stock-Based Award”means an Award under Article X of this
Plan that is valued in whole or in part by reference to, or is payable in or
otherwise based on, Common Stock, including, without limitation, a restricted
stock unit or an Award valued by reference to an Affiliate.





Y.        
“Parent”means any parent corporation of the
Company within the meaning of Section 424(e) of the Code.




Z.        
“Participant”means an Eligible Employee,
Non-Employee Director or Consultant to whom an Award has been granted pursuant
to the Plan.




AA.        
“Performance-Based
Cash Award”means a cash Award under Article XI of
this Plan that is payable or otherwise based on the attainment of certain
pre-established performance goals during a Performance
Period.




BB.        
“Performance
Goals” mean such
performance goals as determined in writing by the Committee.




CC.        
“Performance
Period”means the duration of the period
during which receipt of an Award is subject to the satisfaction of performance
criteria, such period as determined by the Committee in its sole
discretion.








DD.        
“Performance
Share”means an Award made pursuant to
Article IX of this Plan of the right to receive Common Stock or cash of an
equivalent value at the end of a specified Performance
Period.




EE.         
 “Person”means any individual, corporation,
partnership, limited liability company, firm, joint venture, association,
joint-stock company, trust, incorporated organization, governmental or
regulatory or other entity.




FF.          
“Plan”means this RINO International
Corporation 2009 Stock Incentive Plan, as amended from time to
time.




GG.        
“Reference
Stock Option”has the meaning set forth in Section
7.1 of the Plan.




HH.         “Restricted
Stock”means an Award of shares of Common
Stock under this Plan that is subject to restrictions under Article
VIII.




II.            
“Restriction
Period”has the meaning set forth in
Subsection 8.3(a) of the Plan.




JJ.          
“Rule
16b-3”means Rule 16b-3 under Section 16(b)
of the Exchange Act as then in effect or any successor
provision.




KK.        
“Section
162(m) of the Code”means the exception for
performance-based compensation under Section 162(m) of the Code and any
applicable Treasury regulations thereunder.




LL.         
“Section
409A of the Code”means the nonqualified deferred
compensation rules under Section 409A of the Code and any applicable Treasury
regulations thereunder.




MM.        “Securities
Act”means the Securities Act of 1933, as
amended and all rules and regulations promulgated thereunder. Any reference to
any section of the Securities Act shall also be a reference to any successor
provision.





NN.        
“Stock
Appreciation Right”means the right pursuant to an Award
granted under Article VII. A Tandem Stock Appreciation Right shall mean the
right to surrender to the Company all (or a portion) of a Stock Option in
exchange for cash or a number of shares of Common Stock (as determined by the
Committee, in its sole discretion, on the date of grant) equal to the difference
between (a) the Fair Market Value on the date such Stock Option (or such
portion thereof) is surrendered, of the Common Stock covered by such Stock
Option (or such portion thereof), and (b) the aggregate exercise price of
such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation
Right shall mean the right to receive cash or a number of shares of Common Stock
(as determined by the Committee, in its sole discretion, on the date of grant)
equal to the difference between (i) the Fair Market Value of a share of
Common Stock on the date such right is exercised, and (ii) the aggregate
exercise price of such right, otherwise than on surrender of a Stock
Option.




OO.        
“Stock
Option”or“Option”means any option to purchase shares of
Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants granted pursuant to Article VI of the Plan.




PP.        
 “Subsidiary”means any subsidiary corporation of
the Company within the meaning of Section 424(f) of the
Code.




QQ.“Ten
Percent Stockholder” means a person owning stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company, its Subsidiaries or its Parent.







RR. “Termination”means a Termination of Consultancy,
Termination of Directorship or Termination of Employment, as
applicable.




SS.  “Termination
of Consultancy”means: (a) that the Consultant is no
longer acting as a consultant to the Company or an Affiliate; or (b) when an
entity which is retaining a Participant as a Consultant ceases to be an
Affiliate unless the Participant otherwise is, or thereupon becomes, a
Consultant to the Company or another Affiliate at the time the entity ceases to
be an Affiliate. In the event that a Consultant becomes an Eligible Employee or
a Non-Employee Director upon the termination of his or her consultancy, unless
otherwise determined by the Committee, in its sole discretion, no Termination of
Consultancy shall be deemed to occur until such time as such Consultant is no
longer a Consultant, an Eligible Employee or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Consultancy in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Consultancy thereafter.




TT.  “Termination
of Directorship”means that the Non-Employee Director
has ceased to be a director of the Company; except that if a Non-Employee
Director becomes an Eligible Employee or a Consultant upon the termination of
his or her directorship, his or her ceasing to be a director of the Company
shall not be treated as a Termination of Directorship unless and until the
Participant has a Termination of Employment or Termination of Consultancy, as
the case may be.




UU.  “Termination
of Employment”means: (a) a termination of
employment (for reasons other than a military or personal leave of absence
granted by the Company) of a Participant from the Company and its Affiliates; or
(b) when an entity which is employing a Participant ceases to be an
Affiliate, unless the Participant otherwise is, or thereupon becomes, employed
by the Company or another Affiliate at the time the entity ceases to be an
Affiliate. In the event that an Eligible Employee becomes a Consultant or a
Non-Employee Director upon the termination of his or her employment, unless
otherwise determined by the Committee, in its sole discretion, no Termination of
Employment shall be deemed to occur until such time as such Eligible Employee is
no longer an Eligible Employee, a Consultant or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Employment in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Employment thereafter.




VV.  “Transfer”means: (a) when used as a noun, any
direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in a Person),
whether for value or no value and whether voluntary or involuntary (including by
operation of law), and (b) when used as a verb, to directly or indirectly
transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise
dispose of (including the issuance of equity in a Person) whether for value or
for no value and whether voluntarily or involuntarily (including by operation of
law). “Transferred” and “Transferrable” shall have a correlative
meaning.