Exhibit 10.1

                        ADVANCED TECHNOLOGIES GROUP, LTD.
                           2010 EQUITY INCENTIVE PLAN
        (Approved and adopted by the Board of Directors on March 5, 2010)

                              STATEMENT OF PURPOSE

     The  Advanced  Technologies  Group,  Ltd.  2010  Equity  Incentive  Plan is
intended to afford an incentive to  employees,  corporate  officers,  directors,
consultants  and other key  persons  employed or retained by the Company and its
subsidiaries and affiliates to acquire a proprietary interest in the Company and
to enable the Company and its  subsidiaries and affiliates to attract and retain
such persons.

                                   DEFINITIONS

For purposes of the Plan, the following terms are defined as set forth below:

a. "10%  HOLDER"  shall mean any person who,  for purposes of Section 422 of the
Code owns more than 10% of the total  combined  voting  power of all  classes of
stock of the employer corporation or of any Subsidiary.

b. "AWARD" means a Stock Option, Stock Appreciation Right or Restricted Stock.

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

d. "CHANGE OF CONTROL" has the meaning set forth in Section 4.3.1.

e. "CODE" means the Internal Revenue Code of 1986, as amended from time to time,
and any successor thereto.

f. "COMMITTEE" means the Committee referred to in Section 3.1.

g. "COMMON  STOCK"  means  common  stock,  par value  $0.0001 per share,  of the
Company.

h. "COMPANY" means Advanced Technologies Group, Ltd., a Nevada corporation.

i.  "COVERED  EMPLOYEE"  means a  participant  designated  prior to the grant of
Restricted  Stock by the Committee who is or may be a "covered  employee" within
the  meaning of Section  162(m)(3)  of the Code in the year in which  Restricted
Stock is expected to be taxable to such participant.

j. "ELIGIBLE PERSONS" means the Eligible Persons referred to in Section 2 of the
Plan.

k.  "EXCHANGE  ACT" means the  Securities  Exchange Act of 1934, as amended from
time to time, and any successor thereto.

l. "FAIR MARKET VALUE" means,  as of any given date,  (i) if the Common Stock is
listed or admitted to trade on a national securities exchange, the closing price
of the Common  Stock on the  Composite  Tape,  as  published  in The Wall Street
Journal, of the principal national securities exchange on which the Common Stock
is so listed or admitted to trade,  on such date,  or, if there is no trading of

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the Common  Stock on such date,  then the closing  price of the Common  Stock as
quoted on such  Composite  Tape on the next  preceding  date on which  there was
trading in such  shares;  (ii) if the Common  Stock is not listed or admitted to
trade on a national  securities  exchange,  the mean between the closing bid and
asked  price  for  the  Common   Stock  on  such  date,   as  furnished  by  the
Over-The-Counter  Bulletin Board (the "OTCBB") maintained by FINRA; (iii) if the
Common  Stock is not  listed  or  admitted  to trade  on a  national  securities
exchange  and closing bid and asked prices are not  furnished by the OTCBB,  the
mean  between the closing bid and asked price for the Common Stock on such date,
as furnished by the Pink Sheets,  LLC ("Pink  Sheets") or similar  organization;
and  (iv) if the  stock  is not  listed  or  admitted  to  trade  on a  national
securities  exchange  and if bid and asked  prices for the Common  Stock are not
furnished  by the  OTCBB,  Pink  Sheets  or a  similar  organization,  the value
established in good faith by the Committee.

     Notwithstanding the foregoing,  for purposes of granted Non-Qualified Stock
Options or Stock Appreciation Rights, Fair Market Value of Common Stock shall be
determined in accordance  with the  requirements  of Code Section 409A,  and for
purposes of granting Incentive Stock Options,  Fair Market Value of Common Stock
shall be determined in accordance with the requirements of Code Section 422.

m. "INCENTIVE  STOCK OPTION" means any Stock Option  designated as, and intended
to qualify as, an "incentive  stock option" within the meaning of Section 422 of
the Code.

n. "NON-QUALIFIED  STOCK OPTION" means any Stock Option that is not an Incentive
Stock Option.

o. "PERFORMANCE  GOALS" means the performance goals established by the Committee
in connection with the grant of Restricted Stock.

p. "PLAN" means the Advanced  Technologies  Group,  Ltd.  2010 Equity  Incentive
Plan, as set forth herein and as hereinafter amended from time to time.

q.  "QUALIFIED  PERFORMANCE-BASED  AWARD"  means an Award  of  Restricted  Stock
designated  as  such  by the  Committee  at the  time  of  grant,  based  upon a
determination  that (i) the recipient is or may be a "covered  employee"  within
the  meaning of Section  162(m)(3)  of the Code in the year in which the Company
would expect to be able to claim a tax deduction with respect to such Restricted
Stock and (ii) the Committee wishes such Award to qualify for the Section 162(m)
Exemption.

r. "RESTRICTED STOCK" means an Award granted under Section 6.

s.  "SECTION  162(M)  EXEMPTION"  means the  exemption  from the  limitation  on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.

t. "STOCK APPRECIATION RIGHT" means an Award granted under Section 5.

u. "STOCK OPTION" means an Award granted under Section 4.

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v.   "SUBSIDIARY"   shall  have  the  meaning  given  to  the  term  "Subsidiary
corporation" in Section 424(f) of the Code.

w.  "TERMINATION  OF  EMPLOYMENT"  means the  termination  of the  participant's
employment with the Company and any of its Subsidiaries.  A participant employed
by a Subsidiary shall also be deemed to incur a Termination of Employment if the
Subsidiary  ceases  to be  such a  Subsidiary,  and  the  participant  does  not
immediately  thereafter become an employee of the Company or another Subsidiary.
Temporary  absences  from  employment  because of illness,  vacation or leave of
absence  and  transfers  among the  Company  and its  Subsidiaries  shall not be
considered  Terminations  of Employment.  If so determined by the  Committee,  a
participant  shall be deemed not to have incurred a Termination of Employment if
the  participant  enters  into a  contract  with  the  Company  or a  Subsidiary
providing for the  rendering by the  participant  of consulting  services to the
Company  or  such  Subsidiary  on  terms  approved  by the  Committee;  however,
Termination  of  Employment  of the  participant  shall occur when such contract
ceases to be in effect.

     In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.

                              STATEMENT OF THE PLAN

1. SHARES SUBJECT TO THE PLAN.

     Subject to the  provisions of Section 7, the maximum number of shares which
may be issued under the Plan shall be three million (3,000,000) shares of Common
Stock,  par value $.001 per share,  of the Company (the  "Shares").  The Company
shall at all times while the Plan is in effect  reserve such number of shares of
Common Stock as will be sufficient to satisfy the  requirements  of  outstanding
Awards  granted under the Plan.  The Shares  subject to the Plan shall be either
authorized and unissued  shares or treasury shares of Common Stock. If any Award
is forfeited,  or if any Stock Option (and related Stock Appreciation  Right, if
any) terminates,  expires or lapses for any reason without having been exercised
in full or shall cease for any reason to be  exercisable in whole or in part, or
if any Stock  Appreciation  Right is exercised for cash, the unpurchased  Shares
subject to such Awards shall again be available for distribution under the Plan.
No more than 40% of the shares of Common  Stock  available  for grant  under the
Plan as of the  first  day of any  calendar  year in which the Plan is in effect
shall be  utilized  in that  fiscal  year for the grant of Awards in the form of
Restricted Stock.

2. ELIGIBILITY.

     Awards may be granted only to employees, officers, directors,  consultants,
independent contractors and advisors of the Company or its Subsidiaries,  to the
extent not  prohibited by law  ("Eligible  Persons").  As used in this Plan, the
term "Subsidiaries" shall include Subsidiaries of a Subsidiary.

3. ADMINISTRATION OF THE PLAN.

     3.1. The Plan shall be  administered  by either the full Board of Directors
or by a  committee  (either  the full  Board or the  committee  is  referred  to
hereinafter as the "Committee") composed of at least two non-employee directors,

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each of whom shall be a disinterested  person, as defined by Rule 16b-3(c)(2)(i)
under the Exchange Act, which  Committee  shall be appointed by and serve at the
pleasure of the Board.  Within the limits of the express provisions of the Plan,
the Committee shall have the authority to determine, in its absolute discretion,
(i) the  individuals  to whom,  and the time or times at which  Awards  shall be
granted, (ii) whether and to what extent Incentive Stock Options,  Non-Qualified
Stock Options, Stock Appreciation Rights and Restricted Stock or any combination
thereof are to be granted hereunder, (iii) the number of Shares to be covered by
each Award granted hereunder, (iv) subject to Sections 4.7 and 6.3(G), the terms
and conditions of any Award granted hereunder including, but not limited to, the
option price,  any vesting  condition,  restriction or limitation  (which may be
related to the performance of the  participant,  the Company or any Subsidiary),
and any vesting, acceleration,  forfeiture or waiver regarding any Award and the
shares of Common Stock relating thereto,  (v) modify,  amend or adjust the terms
and conditions of any Award, at any time or from time to time, including but not
limited to, Performance  Goals;  PROVIDED,  HOWEVER,  that the Committee may not
adjust  upwards the amount  payable with respect to Qualified  Performance-Based
Awards or waive or alter the  Performance  Goals  associated  therewith or cause
such Restricted Stock to vest earlier than permitted by Section 6.3(H);  (vi) to
what extent and under what circumstances  Common Stock and other amounts payable
with respect to an Award shall be deferred;  and (vii) under what  circumstances
an Award may be settled in cash or Common Stock under Sections  6.3(B) and 10.2,
PROVIDED,  HOWEVER,  that the Committee  shall not have such power to the extent
that the mere possession (as opposed to the exercise) of such power would result
in adverse tax  consequences  to any  participant  under Code Section  409A.  In
making such determinations,  the Committee may take into account such factors as
the Committee, in its absolute discretion,  shall deem relevant.  Subject to the
express  provisions of the Plan, the Committee  shall also have the authority to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to it, to determine the terms and provisions of the  respective  option
instruments  or agreements  (which need not be identical)  and to make all other
determinations  and  take all  other  actions  necessary  or  advisable  for the
administration  of the  Plan.  The  Committee's  determinations  on the  matters
referred to in this  Section 3.1 shall be  conclusive.  Any  determination  by a
majority  of the members of the  Committee  shall be deemed to have been made by
the whole Committee.

     3.2. Each member of the Committee shall be indemnified and held harmless by
the Company  against any cost or expense  (including  counsel  fees)  reasonably
incurred by such member, or liability (including any sum paid in settlement of a
claim with the  approval of the  Company)  arising out of any act or omission to
act in connection with the Plan unless arising out of such member's own fraud or
bad faith, to the extent permitted by applicable law. Such indemnification shall
be in  addition  to any  rights  of  indemnification  the  members  may  have as
directors or otherwise  under the By-laws of the Company,  any agreement or vote
of stockholders or disinterested directors or otherwise.

4. STOCK OPTIONS.

     Stock Options may be granted  alone or in addition to other  Awards.  Stock
Options granted hereunder may be either Incentive Stock Options or Non-Qualified
Stock Options.  Any Stock Option granted  hereunder shall be in such form as the
Committee  may from time to time approve.  Stock Options  granted under the Plan

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shall be subject to the following  terms and  conditions  and shall contain such
additional terms and conditions as the Committee shall deem desirable:

     4.1. STOCK OPTION EXERCISE PRICE. Subject to adjustments in accordance with
Sections 7 and 8, the exercise price of each Stock Option granted under the Plan
shall be set forth in the  applicable  Option  Agreement,  but in no event shall
such price be less than the Fair Market Value of the Shares subject to the Stock
Option on the date the Stock Option is granted. The exercise price for Incentive
Stock  Options shall not be less than 100% of the Fair Market Value per share of
the Common Stock at the time the Stock Option is granted,  nor less than 110% of
such Fair Market  Value in the case of an Incentive  Stock Option  granted to an
individual  who,  at the time the option is granted,  is a 10% Holder.  The Fair
Market Value of the Shares shall be determined  in good faith by the  Committee,
with the approval of the Board,  in  accordance  with the Plan and in accordance
with the requirements of Code Sections 409A and 422.

     4.2.  MAXIMUM STOCK OPTION  GRANT.  With respect to Stock Options which are
intended to qualify as Incentive Stock Options,  the aggregate Fair Market Value
(determined as of the time the Stock Option is granted) of the Common Stock with
respect to which Incentive  Stock Options  granted to any  participant  (whether
under  this Plan or under any other  stock  option  plan of the  Company  or its
Subsidiaries)  become  exercisable  for the first time in any calendar year, may
not exceed  $100,000.  The number of Shares  for which any  participant,  in any
calendar  year,  may be  granted  Stock  Options  under the Plan not  treated as
Incentive   Stock   Options   shall  be  limited  to  not  more  than   250,000.
Notwithstanding  the forgoing,  nothing contained in the Plan shall be construed
to prohibit the grant of Stock Options  under the Plan to an Eligible  Person by
reason of such person  holding Stock Options to purchase  shares of Common Stock
or any other securities of the Company granted otherwise than under the Plan.

     4.3. EXERCISE OF STOCK OPTIONS.

     4.3.1.  Subject to the  provisions  in this  Section  4.3 and in Section 9,
Stock  Options  may be  exercised  in whole or in part.  The  Committee,  in its
absolute discretion, shall determine the time or times at which any Stock Option
granted  under the Plan may be  exercised;  provided,  however,  that each Stock
Option:

     (A) shall be exercisable by a participant  only if such  participant was an
Eligible Person (and in the case of an Incentive  Stock Option,  was an employee
or  salaried  officer of the  Company or any of its  Subsidiaries)  at all times
beginning from the date of the grant of the Incentive Stock Option to a date not
more than  three  months  (except  as  otherwise  provided  in Section 8) before
exercise of such Stock Option;

     (B) may not be exercised  prior to the expiration of at least one year from
the  date  of  grant  except  in the  case of the  death  or  disability  of the
participant  or  otherwise  with the  approval of the  Committee or the Board of
Directors or, if the option agreement  evidencing such Stock Option so provides,
upon a "Change of Control" as defined below;

     (C) shall expire no later than the  expiration  of ten years (five years in
the case of an Incentive  Stock Option granted to a 10% Holder) from the date of
its grant; and

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     (D)  shall not be  exercisable  by a  participant  until  such  participant
executes  and  delivers  a  written  representation  to  the  effect  that  such
participant is acquiring the Common Stock for investment and not with the intent
of  distributing  the same  (unless  such Common  Stock  shall be  appropriately
registered  under  the  Securities  Act of 1933,  as  amended,  or  exempt  from
registration thereunder).

     A "Change of  Control"  as used in this  Section  4.3 shall mean any of the
following:

     (i) any  consolidation,  merger or sale of the Company in which the Company
is not the  continuing or surviving  corporation  or pursuant to which shares of
the Company's stock would be converted into cash,  securities or other property;
or

     (ii) the  stockholders  of the Company  approve an agreement  for the sale,
lease,  exchange or other  transfer (in one  transaction  or a series of related
transactions) of all or substantially all of the assets of the Company; or

     (iii)  any  approval  by the  stockholders  of the  Company  of any plan or
proposal for the liquidation or dissolution of the Company; or

     (iv) the  acquisition of beneficial  ownership  (within the meaning of Rule
13d-3 under the  Exchange Act of an aggregate of 25% or more of the voting power
of the Company's outstanding voting securities by any single person or group (as
such term is used in Rule 13d-5 under the Exchange Act), unless such acquisition
was approved by the Board of Directors prior to the consummation thereof); or

     (v) the  appointment  of a trustee  in a Chapter 11  bankruptcy  proceeding
involving the Company or the  conversion of such a proceeding  into a case under
Chapter 7.

As a condition of the grant of a Stock Option,  the  Committee,  in its absolute
discretion, may require an Eligible Person to enter into an employment agreement
with the Company or any Subsidiary or affiliate of the Company covering a period
of at  least  one  year  following  the  grant,  and if the  grant  specifically
requires,  compliance  with all  terms  and  conditions  of any such  employment
agreement  shall be a  condition  to the  exercise  by the  participant  of such
participant's  Stock Option  (provided,  however,  that such  compliance  may be
waived by the Committee in its absolute discretion).

     4.3.2.  Stock  Options  granted  under the Plan shall be  exercised  by the
delivery by the holder  thereof to the Company at its principal  offices (to the
attention  of the  Secretary)  of written  notice of the  number of Shares  with
respect to which the Stock Option is being exercised,  accompanied by payment in
full of the Stock Option exercise price of such Shares. The exercise price shall
be payable in cash by a certified or bank check or such other  instrument as the
Company  may  accept;  PROVIDED,  HOWEVER,  that in lieu of payment  in cash,  a
participant   may,  with  the  approval  of  the  Company's  Board  and  on  the
recommendation  of the  Committee,  pay  for all or  part  of the  Shares  to be
purchased upon exercise of such participant's Stock Option by:

     (A) tendering to the Company shares of the Company's  Common Stock owned by
such  participant  and having a Fair  Market  Value (as  determined  pursuant to
Section 4.1) equal to the exercise price (or the balance thereof)  applicable to
such participant's Stock Option; or

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     (B)  complying  with any exercise and sell (or cashless  exercise)  program
which the Company has established with a broker-dealer.

     4.3.3.  The  holder  of an  option  shall  have  none  of the  rights  of a
stockholder  with respect to the Shares  covered by such  holder's  option until
such Shares  shall be issued to such holder upon the  exercise of such  holder's
option.

     4.4. TERMINATION OF SERVICE. In the event that the service of an individual
to whom a  Stock  Option  has  been  granted  under  the  Plan  shall  terminate
(otherwise than by reason of such individual's death or total disability, or for
cause),  such option may be exercised (if and to the extent that such individual
was entitled to do so at the date of termination of such  individual's  service)
at any time within three months  after such  termination,  but in no event after
the  expiration of the term of the option.  No option granted under the Plan may
be  exercised  by a  participant  following  termination  of such  participant's
employment  for  cause.   "Termination  for  cause"  shall  mean  dismissal  for
dishonesty,  conviction or confession of a crime punishable by law (except minor
violations), fraud, misconduct or disclosure of confidential information. If the
service of an  individual to whom a Stock Option has been granted under the Plan
shall be suspended  pending an  investigation  of whether or not the  individual
shall be terminated for cause,  all of the  individuals  rights under any option
granted   hereunder   likewise   shall  be   suspended   during  the  period  of
investigation.

     4.5. DEATH OR TOTAL  DISABILITY OF A STOCK OPTION  HOLDER.  In the event of
the death or total  disability  of an individual to whom a Stock Option has been
granted under the Plan (i) while serving as an Eligible  Person;  or (ii) within
three months after the termination of such service,  other than for cause,  such
option may be exercised (if and to the extent that the deceased  individual  was
entitled to do so at the date of such individual's death or total disability) by
a legatee or legatees of such participant  under such individual's last will and
testament or by such individual's personal  representatives or distributees,  at
any time within twelve months after such individual's death or total disability,
but in no event after the expiration of the term of the option.

     As used in this Plan,  the term  "total  disability"  refers to a mental or
physical  impairment of the  individual  which has lasted or is expected to last
for a continuous period of twelve months or more and which causes the individual
to be  unable,  in the  opinion  of the  Company  and two (if  more  than one is
required  by the  Company in its sole  discretion)  independent  physicians,  to
perform  such  individual's  duties  for the  Company  and to be  engaged in any
substantial gainful activity.  Total disability shall be deemed to have occurred
on the first day after the  Company and the two (if more than one is required by
the Company in its sole discretion)  independent physicians have furnished their
opinion of total disability to the Committee.

     4.6.  NON-TRANSFERABILITY  OF STOCK  OPTIONS.  A Stock  Option shall not be
transferable  otherwise than by will or the laws of descent and distribution and
is exercisable  during the lifetime of the Eligible Person only by such Eligible
Person   or  such   Eligible   Person's   guardian   or  legal   representative.
Notwithstanding the foregoing,  the Committee shall have discretionary authority
to grant Stock Options which will be  transferable to members of a participant's
immediate  family,  including  trusts for the benefit of such family members and
partnerships  in which such family members are the only partners.  A transferred
option  would be  subject  to all of the same  terms and  conditions  as if such
option had not been  transferred.  Upon any attempt to  transfer a Stock  Option

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granted under this Plan otherwise than as permitted hereunder,  or upon the levy
of  attachment  or  similar   process  upon  such  option,   such  option  shall
automatically become null and void and of no further force and effect.

     4.7.  EVIDENCE OF STOCK OPTION GRANT.  Each option granted  pursuant to the
Plan shall be  evidenced by an agreement  (the "Option  Agreement")  which shall
clearly  identify  the status of the Stock  Options  granted  thereunder  (i.e.,
whether an Incentive  Stock Option or  Non-Qualified  Stock Option).  The Option
Agreement shall comply in all respects with the terms and conditions of the Plan
and may contain  such  additional  provisions,  including,  without  limitation,
restrictions  upon the  exercise  of the  option,  as the  Committee  shall deem
advisable.

     4.8.  DEFERRAL OF STOCK OPTION SHARES.  The Committee may from time to time
establish procedures pursuant to which a participant may elect to defer, until a
time or times  later than the  exercise of a Stock  Option,  receipt of all or a
portion of the shares of Common  Stock  subject to such Stock  Option  and/or to
receive cash at such later time or times in lieu of such deferred shares, all on
such  terms  and  conditions  as the  Committee  shall  determine.  If any  such
deferrals are permitted, then notwithstanding Sections 4.3.1 and 4.3.2. above, a
participant  who elects such deferral shall not have any rights as a stockholder
with  respect  to such  deferred  shares  unless and until  shares are  actually
delivered  to the  participant  with  respect  thereto,  except  to  the  extent
otherwise  determined by the Committee.  Notwithstanding  anything herein to the
contrary,  in no event will any  deferral  of the  delivery  of shares of Common
Stock or any other payment with respect to any Award be allowed if the Committee
determines,  in its sole  discretion,  that the  deferral  would  result  in the
imposition of additional tax under Code Section 409A(a)(1)(B).

5. STOCK APPRECIATION RIGHTS

     5.1.  GRANT AND  EXERCISE.  Stock  Appreciation  Rights  may be  granted in
conjunction  with all or part of any Stock Option granted under the Plan. In the
case of a  Non-Qualified  Stock Option,  such rights may be granted either at or
after the time of grant of such Stock Option.  In the case of an Incentive Stock
Option,  such  rights  may be  granted  only at the time of grant of such  Stock
Option. A Stock  Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.

     A Stock  Appreciation Right may be exercised by a participant in accordance
with Section 5.2 by  surrendering  the  applicable  portion of the related Stock
Option in accordance  with  procedures  established by the Committee.  Upon such
exercise and surrender,  the participant  shall be entitled to receive an amount
determined  in the manner  prescribed  in Section 5.2.  Stock Options which have
been so  surrendered  shall no longer be  exercisable  to the extent the related
Stock Appreciation Rights have been exercised.

     5.2. TERMS AND CONDITIONS.  Stock  Appreciation  Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

     (A) Stock  Appreciation  Rights shall be  exercisable  only at such time or
times  and to the  extent  that the  Stock  Options  to which  they  relate  are
exercisable in accordance with the provisions of Section 4 and this Section 5.

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     (B) Upon the exercise of a Stock Appreciation Right, a participant shall be
entitled to receive an amount in cash,  shares of Common Stock or both, in value
equal to the excess of the Fair Market  Value of one share of Common  Stock over
the option price per share  specified in the related Stock Option  multiplied by
the number of shares in respect of which the Stock Appreciation Right shall have
been  exercised,  with the  Committee  having the right to determine the form of
payment.

     (C) Stock  Appreciation  Rights  shall be  transferable  only to  permitted
transferees of the underlying Stock Option in accordance with Section 4.6.

     (D) Upon the exercise of a Stock  Appreciation  Right,  the 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 Section 1
on the number of shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares  covered by the Stock  Appreciation  Right at
the time of exercise based on the value of the Stock  Appreciation Right at such
time.

6. RESTRICTED STOCK

     6.1. ADMINISTRATION. Shares of Restricted Stock may be awarded either alone
or in addition to other  Awards  granted  under the Plan.  The  Committee  shall
determine the Eligible  Persons to whom and the time or times at which grants of
Restricted  Stock  will be  awarded,  the  number of shares to be awarded to any
Eligible Person, the conditions for vesting, the time or times within which such
Awards may be subject to  forfeiture  and any other terms and  conditions of the
Awards, in addition to those contained in Section 6.3.

     6.2. AWARDS AND CERTIFICATES. Shares of Restricted Stock shall be evidenced
in such  manner as the  Committee  may deem  appropriate,  including  book-entry
registration  or issuance  of one or more stock  certificates.  Any  certificate
issued in respect of shares of Restricted  Stock shall be registered in the name
of such Eligible  Person and shall bear an appropriate  legend  referring to the
terms, conditions,  and restrictions applicable to such Award,  substantially in
the following form:

          "The  transferability  of this certificate and the shares of
          stock  represented  hereby  are  subject  to the  terms  and
          conditions   (including    forfeiture)   of   the   Advanced
          Technologies  Group,  Ltd. 2010 Equity  Incentive Plan and a
          Restricted  Stock   Agreement.   Copies  of  such  Plan  and
          Agreement   are  on  file  at  the   offices   of   Advanced
          Technologies Group, Ltd.

The Committee may require that the  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 Award of Restricted  Stock,  the  participant  shall
have  delivered a stock power,  endorsed in blank,  relating to the Common Stock
covered by such Award.

     6.3. TERMS AND CONDITIONS.  Shares of Restricted  Stock shall be subject to
the following terms and conditions:

                                       9
<PAGE>
     (A) The Committee may, prior to or at the time of grant, designate an Award
of Restricted  Stock as a Qualified  Performance-Based  Award, in which event it
shall condition the grant or vesting,  as applicable,  of such Restricted  Stock
upon the attainment of Performance Goals. If the Committee does not designate an
Award of Restricted  Stock as a Qualified  Performance-Based  Award, it may also
condition the grant or vesting thereof upon the attainment of Performance Goals.
Regardless   of  whether   an  Award  of   Restricted   Stock  is  a   Qualified
Performance-Based  Award,  the Committee may also condition the grant or vesting
thereof upon the continued service of the participant.  The conditions for grant
or vesting  and the other  provisions  of  Restricted  Stock  Awards  (including
without  limitation any applicable  Performance Goals) need not be the same with
respect  to  each  recipient.  The  Committee  may at  any  time,  in  its  sole
discretion,  accelerate  or  waive,  in whole or in part,  any of the  foregoing
restrictions;  PROVIDED, HOWEVER, that in the case of Restricted Stock that is a
Qualified  Performance-Based  Award, the applicable  Performance Goals have been
satisfied and FURTHER, PROVIDED, HOWEVER, that the Committee shall not have such
power to the extent that the mere  possession  (as opposed to the  exercise)  of
such power would result in adverse tax  consequences  to any  participant  under
Code Section 409A.

     (B)  Subject  to the  provisions  of the  Plan  and  the  Restricted  Stock
Agreement  referred to in Section 6.3(G),  during the period, if any, set by the
Committee,  commencing with the date of such Award for which such  participant's
continued service is required (the "Restriction Period"), and until the later of
(i) the  expiration of the  Restriction  Period and (ii) the date the applicable
Performance Goals (if any) are satisfied, the participant shall not be permitted
to sell,  assign,  transfer,  pledge or otherwise  encumber shares of Restricted
Stock;  PROVIDED,  HOWEVER,  that the foregoing  shall not prevent a participant
from pledging Restricted Stock as security for a loan, the sole purpose of which
is to provide funds to pay the option price for Stock Options.

     (C) Except as  provided  in this  Section  6.3(C) and  Sections  6.3(A) and
6.3(B) and the Restricted  Stock  Agreement,  the  participant  shall have, with
respect to the shares of Restricted Stock, all of the rights of a stockholder of
the Company  holding the class or series of Common  Stock that is the subject of
the Restricted Stock, including, if applicable, the right to vote the shares and
the right to receive any  dividends.  If so  determined  by the Committee in the
applicable Restricted Stock Agreement, (i) cash dividends on the class or series
of Common  Stock that is the  subject of the  Restricted  Stock  Award  shall be
automatically deferred and shall be payable when the restrictions on the Related
Restricted Stock shall lapse;  and (ii) dividends  payable in Common Stock shall
be paid in the form of  Restricted  Stock of the same class as the Common  Stock
with which such dividend was paid, held subject to the vesting of the underlying
Restricted  Stock, or held subject to meeting  Performance Goals applicable only
to dividends.

     (D) Except to the extent  otherwise  provided in the applicable  Restricted
Stock  Agreement  or  Sections  6.3(A),   6.3(B),   6.3(E)  or  8.1(D),  upon  a
participant's  Termination of Employment  for any reason during the  Restriction
Period or before the  applicable  Performance  Goals are  satisfied,  all shares
still subject to restriction shall be forfeited by the participant.

     (E) Except to the extent otherwise provided in Section 8.1(D), in the event
that a participant  retires or such  participant's  employment is  involuntarily
terminated,  the Committee  shall have the  discretion to waive,  in whole or in
part, any or all remaining  restrictions  (other than, in the case of Restricted

                                       10
<PAGE>
Stock with respect to which a participant is a Covered Employee, satisfaction of
the  applicable  Performance  Goals  unless  the  Participant's   employment  is
terminated by reason of death or Disability)  with respect to any or all of such
participant's shares of Restricted Stock.

     (F) If and when any  applicable  Performance  Goals are  satisfied  and the
Restriction  Period expires without a prior forfeiture of the Restricted  Stock,
unlegended  certificates  for such shares shall be delivered to the  participant
upon surrender of the legended certificates.

     (G) Each Award  shall be  confirmed  by, and be subject  to, the terms of a
Restricted Stock Agreement.

     (H) Notwithstanding the foregoing, but subject to the provisions of Section
8 hereof,  no Award in the form of  Restricted  Stock,  the  vesting of which is
conditioned  only upon the  continued  service  of the  participant,  shall vest
earlier  than the  first,  second and third  anniversaries  of the date of grant
thereof,  on each of which dates a maximum of  one-third of the shares of Common
Stock  subject  to the Award may  vest,  and no award in the form of  Restricted
Stock,  the vesting of which is  conditioned  upon the attainment of a specified
Performance Goal or Goals,  shall vest earlier than the first anniversary of the
date of grant thereof.

7. ADJUSTMENTS UPON CHANGE IN CAPITALIZATION.

     In the event of changes in the  outstanding  shares of Common  Stock of the
Company  by reason of stock  dividends,  stock  splits,  reverse  stock  splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations,  reorganizations  or  liquidations,  the number and class of shares
available  under the Plan,  the number and class of Shares or the amount of cash
or other assets or securities  available  upon the exercise of any Award granted
hereunder  and the number of Shares to be issued  pursuant  to an Award shall be
correspondingly  adjusted,  to the  end  that  the  participant's  proportionate
interest in the Company,  any successor  thereto or in the cash, assets or other
securities  into which Shares are converted or exchanged  shall be maintained to
the same  extent,  as near as may be  practicable,  as  immediately  before  the
occurrence of any such event. All references in this Plan to "Common Stock" from
and after the  occurrence of such event shall be deemed for all purposes of this
Plan to refer to such  other  class of shares or  securities  issuable  upon the
exercise or payment of Awards granted pursuant hereto.

8. MATERIAL TRANSACTION, LIQUIDATION OR DISSOLUTION OF THE COMPANY.

     8.1. In the event of a reorganization, merger or consolidation in which the
Company is not the surviving corporation,  or a sale of all or substantially all
of the  assets of the  Company  to another  person or entity  (each a  "Material
Transaction"),  unless otherwise provided in the Option Agreement, the Committee
shall:

     (A) provide for the assumption of outstanding  Awards,  or the substitution
of outstanding  Awards for new Awards,  for equity  securities of the surviving,
successor or purchasing  corporation,  or a parent or Subsidiary  thereof,  with
appropriate  adjustments  as to the number,  kind,  vesting and prices of Shares
subject to such  Awards,  as  determined  in good faith by the Board in its sole
discretion, or

                                       11
<PAGE>
     (B) provide  that the vesting of each  outstanding  Stock  Option and Stock
Appreciation  Right  shall  automatically  be  accelerated  so that  100% of the
unvested   Shares  covered  by  such  Award  shall  be  fully  vested  upon  the
consummation of the Material Transaction, and

     (i) provide notice to Participants  that all outstanding Stock Options must
be  exercised  on or before a  specified  date (which date shall be at least ten
days  from  the date of  notice),  after  which  the  Stock  Options  and  Stock
Appreciation Rights shall terminate; or

     (ii) terminate each outstanding Stock Option and Stock  Appreciation  Right
in its entirety and exchange such Award for a payment of cash, securities and/or
property  equal to the Fair  Market  Value of the  Common  Stock into which such
Award convertible, less the exercise price for such Award.

     (C) provide that the  restrictions and deferral  limitations  applicable to
any Restricted Stock shall lapse, and such Restricted Stock shall become free of
all restrictions and become fully vested and transferable, and

     (D) the Committee may also make additional  adjustments  and/or settlements
of outstanding  Awards as it deems  appropriate  and consistent  with the Plan's
purposes.

     Notwithstanding  the foregoing,  for purposes of Sections  8.1(A),  8.1(B),
8.1(C) and 8.1(D),  the Committee shall not have any of the foregoing  powers to
the extent that the mere  possession  (as opposed to the exercise) of such power
would result in adverse tax  consequences to any participant  under Code Section
409A.

     8.2. In the event of the  dissolution or liquidation  the Company,  whether
voluntary or  otherwise,  that is not a Material  Transaction,  all  outstanding
unexercised Stock Options and Stock Appreciation Rights must be exercised, if at
all,  within the ninety day period  commencing on the date  specified in Section
8.3 below. All such Awards which become exercisable during the ninety day period
commencing on the date  specified in Section 8.3 below,  shall  terminate at the
end of such ninety day period to the extent not exercised prior thereto.

     8.3. The date  specified in this Section 8.3 is the date of the earliest to
occur of the following events:

     (i) the entry, in a court having jurisdiction, of an order that the Company
be liquidated or dissolved;

     (ii) adoption by the stockholders of the Company of a resolution  resolving
that the Company be liquidated or dissolved voluntarily; or

     (iii)  adoption by the  stockholders  of the Company of a resolution to the
effect that the  Company  cannot,  by reason of its  liabilities,  continue  its
business  and  that it is  advisable  to  liquidate  or  dissolve  the  Company.
Notwithstanding  anything  herein to the  contrary,  in no event may any  option
granted hereunder be exercised after the expiration of the term of such option.

                                       12
<PAGE>
9. FURTHER CONDITIONS.

     Each Award granted under the Plan shall be subject to the requirement  that
if at any time the Committee shall determine,  in its absolute discretion,  that
it is necessary or desirable as a condition of, or in connection  with the grant
and/or issuance of Award or the exercise  thereof,  to effect or obtain,  as the
case may be:

     (i) the listing,  registration  or  qualification  of the Shares subject to
such Award upon any securities exchange or under any state or federal law;

     (ii) the consent or approval of any governmental body;

     (iii) any investment representation or agreement by the individual desiring
to be issued or to exercise an Award granted under the Plan; or

     (iv) an opinion of counsel for the Company,

then,  no Award may be issued or  exercised,  as the case may be, in whole or in
part  unless  such  listing,  registration,  qualification,  consent,  approval,
investment  or  representation  agreement or opinion shall have been effected or
obtained,  as the case may be, free of any condition not acceptable to the Board
or the Committee.

10. EXCHANGE AND BUYOUT OF AWARDS.

     10.1.  The Committee  may, at any time or from time to time,  authorize the
Company, with the consent of the respective participants, to issue new Awards in
exchange for the surrender and cancellation of any or all outstanding Awards.

     10.2.  The Committee  may, at any time or from time to time,  authorize the
Company to buy from a participant  an Award  previously  granted with payment in
cash, Shares (including Restricted Stock) or other consideration,  based on such
terms and conditions as the Committee and the participant may agree.

11. TERMINATION, MODIFICATION AND AMENDMENT.

     11.1.  The Plan (but not Awards  previously  granted  under the Plan) shall
terminate on, and no Awards shall be granted after, the tenth anniversary of its
adoption by the Board;  provided  that the Board may at any time  terminate  the
Plan prior thereto upon the adoption of a resolution of the Board.

     11.2.  The Board shall have complete power and authority to modify or amend
the Plan in whole or in part and from time to time in such  respects as it shall
deem advisable;  provided,  however,  that in the event the Plan shall have been
approved by stockholders, the Board shall not, without the approval of the votes
represented by a majority of the outstanding Common Stock of the Company present
or represented  and entitled to vote at a meeting of  stockholders  duly held in
accordance   with  the  applicable   laws  of  the  Company's   jurisdiction  of
incorporation   or  by  the  written  consent  of   stockholders   owning  stock
representing a majority of the votes of the Company's outstanding stock entitled
to vote:

                                       13
<PAGE>
     (i) increase the number of Shares  available  for the grant of Awards under
Section 1 of the Plan (except as provided in Section 7);

     (ii) extend the term of the Plan or the period  during  which Awards may be
granted or exercised;

     (iii)  reduce  the Stock  Option  price  below 100% (110% in the case of an
Incentive  Stock Option granted to a 10% Holder) of the Fair Market Value of the
Shares  issuable  upon  exercise  of Stock  Options at the time of the  granting
thereof,  other than to change the manner of  determining  the Fair Market Value
thereof;

     (iv) alter the maximum  number of Shares  available for the grant of Awards
in the form of Incentive Stock Options and Restricted Stock;

     (v) materially  increase the benefits  accruing to  participants  under the
Plan;

     (vi) modify the  requirements  as to eligibility for  participation  in the
Plan;

     (vii) modify the nature of the Awards which may be granted under the Plan;

     (viii) with respect to Stock  Options which are  Incentive  Stock  Options,
amend the Plan in any respect  which would cause such Stock Options to no longer
qualify for Incentive Stock Option treatment pursuant to the Code; and

     (ix) alter the  provisions  set forth in  Section  6.3(H)  with  respect to
minimum vesting schedules relating to Awards in the form of Restricted Stock.

No  termination  or  amendment  of the Plan  shall,  without  the consent of the
individual participant, adversely affect the rights of such participant under an
Award theretofore granted to such participant.

12. TAXES.

     The Company may make such  provisions  as it may deem  appropriate  for the
withholding of any taxes which it determines is required in connection  with any
Awards granted under the Plan. The Company may further require notification from
the participants  upon any disposition of Common Stock acquired  pursuant to the
Awards granted hereunder.

13. EFFECTIVENESS OF THE PLAN.

     The Plan shall become effective  immediately upon its approval and adoption
by the Board.

14. DESIGNATION OF BENEFICIARY BY PARTICIPANT.

     A participant may designate one or more beneficiaries to receive any rights
and payments to which such  participant may be entitled in respect of any option
granted  under  the  Plan  in  the  event  of  such  participant's  death.  Such
designation  shall  be on a  written  form  acceptable  to and  filed  with  the

                                       14
<PAGE>
Committee.  The Committee shall have the right to review and approve beneficiary
designations.  A participant may change the participant's  beneficiary(ies) from
time to  time in the  same  manner  as the  original  designation,  unless  such
participant has made an irrevocable designation.  Any designation of beneficiary
under the Plan (to the extent it is valid and enforceable  under applicable law)
shall be controlling over any other disposition,  testamentary or otherwise,  as
determined  by  the  Committee.   If  no  designated  beneficiary  survives  the
participant  and is living  on the date on which  any  right or  amount  becomes
payable to such participant's beneficiary(ies), such payment will be made to the
legal representatives of the participant's estate, and the term "beneficiary" as
used in the Plan shall be deemed to include such person or persons.  If there is
any question as to the legal right of any  beneficiary to receive a distribution
under the Plan,  the Committee may determine that the amount in question be paid
to the legal  representatives  of the estate of the participant,  in which event
the Company, the Committee,  the Board and the Committee and the members thereof
will have no  further  liability  to any person or entity  with  respect to such
amount.

15. CERTIFICATES.

     All Shares delivered under this Plan will be subject to such stock transfer
orders,  legends and other  restrictions  as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities  law, or any rules,  regulations and other  requirements  promulgated
under such laws or any stock exchange or automated  quotation  system upon which
the Shares may be listed or quoted and each stock  certificate  evidencing  such
Shares and other certificates shall have the appropriately legend.

16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

     16.1.  The issuance of Awards  under the Plan will not be effective  unless
such  issuance  is made in  compliance  with all  applicable  federal  and state
securities  laws,  rules  and  regulations  of any  governmental  body,  and the
requirements of any stock exchange or automated  quotation system upon which the
Shares  may then be  listed  or  quoted,  as they are in  effect  on the date of
issuance/grant   and  also  on  the  date  of   exercise   or  other   issuance.
Notwithstanding  any other  provision  in this Plan,  the  Company  will have no
obligation  to issue or deliver  stock  certificates  for Shares under this Plan
prior to:

     (i) obtaining any approvals from  governmental  agencies that the Committee
determines are necessary or advisable; and/or

     (ii) completion of any  registration or other  qualification of such Shares
under any state or  federal  law or  ruling  of any  governmental  body that the
Committee determines to be necessary or advisable.

     16.2.  The Company will be under no obligation to register the Shares under
the  Securities  Act of 1933,  as  amended,  or to  effect  compliance  with the
registration,  qualification  or listing  requirements  of any state  securities
laws, stock exchange or automated quotation system, and the Company will have no
liability for any inability or failure to do so.

                                       15
<PAGE>
17. NO OBLIGATION TO EMPLOY.

     The Plan shall not  constitute a contract of employment and nothing in this
Plan  shall  confer  or be deemed  to  confer  on any  participant  any right to
continue  in the employ of, or to  continue  any other  relationship  with,  the
Company or any  Subsidiary  or  affiliate of the Company or limit in any way the
right of the Company or any  Subsidiary or affiliate of the Company to terminate
the participant's  employment or other relationship at any time, with or without
cause.

18. NON-EXCLUSIVITY OF THE PLAN.

     Neither the adoption of the Plan by the Board,  the  submission of the Plan
to the shareholders of the Company for approval,  nor any provision of this Plan
will be construed as creating any  limitations  on the power of the Board or the
Committee to adopt such  additional  compensation  arrangements as the Board may
deem desirable,  including,  without  limitation,  the granting of Stock Options
otherwise than under the Plan,  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.
19. MISCELLANEOUS PROVISIONS.

     19.1.  Determinations  made by the  Committee  under  the Plan  need not be
uniform  and may be made  selectively  among  Eligible  Persons  under the Plan,
whether or not such Eligible Persons are similarly situated.

     19.2. No Shares, other Company securities or property,  other securities or
property,  or other forms of payment shall be issued  hereunder  with respect to
any option  granted  under the Plan  unless  counsel  for the  Company  shall be
satisfied  that such  issuance will be in compliance  with  applicable  federal,
state,  local and  foreign  legal,  securities  exchange  and  other  applicable
requirements.

     19.3.  It is the intent of the Company that the Plan comply in all respects
with Rule 16b-3 under the Exchange Act, that any ambiguities or  inconsistencies
in  construction of the Plan be interpreted to give effect to such intention and
that if any  provision  of the Plan is found not to be in  compliance  with Rule
16b-3,  such provision  shall be deemed null and void to the extent  required to
permit the Plan to comply with Rule 16b-3.

     19.4. The  appropriate  officers of the Company shall cause to be filed any
reports,  returns  or other  information  regarding  the grant of Stock  Options
hereunder or any Shares issued  pursuant hereto as may be required by Section 13
or  15(d)  of the  Exchange  Act  (or  any  successor  provision)  or any  other
applicable statute, rule or regulation.

     19.5. The validity, construction, interpretation, administration and effect
of the Plan, and of its rules and  regulations,  and rights relating to the Plan
and Awards  granted under the Plan and any  agreements in connection  therewith,
shall be governed by the  substantive  laws, but not the choice of law rules, of
the State of Nevada.

                                       16