Canyon Copper Corp.: Exhibit 4.1 - Filed by newsfilecorp.com






CANYON COPPER CORP.

AMENDED AND RESTATED 2009 STOCK OPTION PLAN

Established August 21, 2009

ARTICLE 1. 
THE PLAN

1.1       Title 

This plan is titled the "Amended and Restated 2009 Stock Option
Plan" (the "Plan") of Canyon Copper Corp., a Nevada corporation (the
"Company").

1.2       Purpose

The purpose of the Plan is to enhance the long-term stockholder
value of the Company by offering opportunities to directors, officers, employees
and eligible consultants of the Company and any Related Company, as defined
below, to acquire and maintain stock ownership in the Company in order to give
these persons the opportunity to participate in the Company's growth and
success, and to encourage them to remain in the service of the Company or a
Related Company. 

ARTICLE 2. 
DEFINITIONS 

2.1       Definitions

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

"Award" means any Option granted under this Plan. 

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


"Cause," unless otherwise defined in the
instrument evidencing the award or in an employment or services agreement
between the Company or a Related Company and a Participant, means a material
breach of the employment or services agreement, dishonesty, fraud, misconduct,
unauthorized use or disclosure of confidential information or trade secrets, or
conviction or confession of a crime punishable by law (except minor violations),
in each case as determined by the Plan Administrator, and its determination
shall be conclusive and binding. 

"Code" means the Internal Revenue Code of 1986, as
amended from time to time. 

“Consultant” means an individual who: 

	(a) 	
      is engaged to provide, on an ongoing bona fide
      basis, consulting, technical, management or other services to the
      Company other than services in relation to the distribution of the
      Company’s securities, and does not directly or indirectly promote or
      maintain a market for the Company’s securities or otherwise engage in
      Investor Relations Activities for the Company;

	 	 
	(b) 	
      provides the services under a written contract between
      the Consultant or Consultant Company and the Company or
  subsidiary;



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	(c) 	
      in the Board’s reasonable opinion, spends or will spend a
      significant amount of time and attention on the business and affairs of
      the Company or subsidiary of the Company; and

	 	 
	(d) 	
      has a relationship with the Company or subsidiary of the
      Company that enables the individual to be knowledgeable about the business
      and affairs of the Company or subsidiary.



"Corporate Transaction," unless otherwise defined in the
instrument evidencing the Award or in a written employment or services agreement
between the Company or a Related Company and a Participant, means consummation
of either:

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

	 	 
	(b) 	
      a sale, lease, exchange or other transfer in one
      transaction or a series of related transactions of all or substantially
      all the Company's outstanding securities or all or substantially all the
      Company's assets; provided, however, that a Corporate Transaction shall
      not include a Related Party Transaction.



"Disability," unless otherwise defined by the
Plan Administrator, means a mental or physical impairment of the Participant
that is expected to result in death or that has lasted or is expected to last
for a continuous period of twelve (12) months or more and that causes the
Participant to be unable, in the opinion of the Company, to perform his or her
duties for the Company or a Related Company and to be engaged in any substantial
gainful activity. 

"Discounted Market Price" has the meaning set forth in
the policies of the Exchange.

"Employment Termination Date" means, with respect to a
Participant, the first day upon which the Participant no longer has an
employment or service relationship with the Company or any Related Company.

"Exchange" means the TSX Venture Exchange. 

"Exchange Act" means the Securities Exchange Act of
1934, as amended. 

"Fair Market Value" means:

	(a) 	
      if the Shares are listed on the Exchange, the Market
      Price;

	 	 
	(b) 	
      if the Shares are not listed on the Exchange, but the
      Shares are listed on another established stock exchange or exchanges, the
      lesser of (i) the closing price per share on the date immediately
      preceding the Grant Date; or (ii) the average of the closing price per
      share during the ten (10) trading days immediately preceding the Grant
      Date, in each case as quoted on the principal exchange on which the Shares
      trade;

	 	 
	(c) 	
      if the Shares are not listed on an established stock
      exchange, but is quoted on the OTC Bulletin Board service, Pink Sheets or
      other market, the lesser of the (i) the closing price per share on the
      date immediately preceding the Grant Date, or (ii) the average of the
      closing bid and ask prices per share for the Shares, during the ten (10)
      trading days immediately preceding the Grant Date, in each case as quoted
      on the principal market on which the Shares trade; and

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



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For the purposes of this definition “principal exchange” and
“principal market” shall mean the exchange or market with the highest total
volume of Shares traded during the ten (10) trading days immediately preceding
the Grant Date.

"Grant Date" means the date on which the Plan
Administrator completes the corporate action relating to the grant of an Award
or such later date specified by the Plan Administrator, and on which all
conditions precedent to the grant have been satisfied, provided that conditions
to the exercisability or vesting of Awards shall not defer the Grant Date. 

"Incentive Stock Option" means an Option granted with
the intention, as reflected in the instrument evidencing the Option, that it
qualify as an "incentive stock option" as that term is defined in Section 422 of
the Code. 

"Insider" means: (i) director or officer; (ii) a
director or officer of a subsidiary of the Company; or (iii) a person that
beneficially owns or controls, directly or indirectly, Shares carrying more than
10% of the voting rights attached to all outstanding Shares of the Company. 

"Investor Relations Activities" has the meaning set
forth in the policies of the Exchange. 

"Market Price" has the meaning set
  forth in the policies of the Exchange. 

"Non-Qualified Stock Option" means
  an Option other than an Incentive Stock Option. 

"Option" means the right
  to purchase Shares granted under Article 7. 

"Option Expiration Date" has the meaning set forth in
Article 7.6. 

"Option Term" has the meaning set forth in Article 7.4.


"Participant" means the person to whom an Award is
granted and who meets the eligibility requirements imposed by Article 5,
including Consultants. 

"Plan Administrator" has the meaning set forth in
Article 3.1. 

"Related Company" means any entity that is a part or
subsidiary of the Company. 

"Related Party Transaction" means: (a) a merger or
consolidation of the Company in which the holders of Shares immediately prior to
the merger hold at least a majority of the Shares in the Successor Corporation
immediately after the merger; (b) a sale, lease, exchange or other transaction
in one transaction or a series of related transactions of all or substantially
all the Company's assets to a wholly-owned subsidiary corporation; (c) a mere
reincorporation of the Company; or (d) a transaction undertaken for the sole
purpose of creating a holding company that will be owned in substantially the
same proportion by the persons who held the Company's securities immediately
before such transaction. 

"Securities Act" means the Securities Act of 1933, as
amended. 

"Shares" means the shares of common stock, par value
$0.00001 per share, of the Company. 

"Successor Corporation" has the meaning set forth in
Article 11.3(a) . 

"Vesting Commencement Date" means the Grant Date or such
other date selected by the Plan Administrator as the date from which the Option
begins to vest for purposes of Article 7.5. 

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ARTICLE 3. 
ADMINISTRATION 

3.1       Plan Administrator


The Plan shall be administered by the Board or a committee
appointed by, and consisting of two or more members of, the Board (the "Plan
Administrator"). If and so long as the Shares is registered under Section 12(b)
or 12(g) of the Exchange Act, the Board shall consider in selecting the members
of any committee acting as Plan Administrator, with respect to any persons
subject or likely to become subject to Section 16 of the Exchange Act, the
provisions regarding (a) "outside directors" as contemplated by Section 162(m)
of the Code and (b) "non-employee directors" as contemplated by Rule 16b-3 under
the Exchange Act. Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time. At any time when no
committee has been appointed to administer the Plan, then the Board will be the
Plan Administrator.

3.2       Administration and
Interpretation by Plan Administrator 

Except for the terms and conditions explicitly set forth in the
Plan, the Plan Administrator shall have exclusive authority, in its discretion,
to determine all matters relating to Awards under the Plan, including the
selection of individuals to be granted Awards, the type of Awards, the number of
Shares subject to an Award, all terms, conditions, restrictions and limitations,
if any, of an Award and the terms of any instrument that evidences the Award.
The Plan Administrator shall also have exclusive authority to interpret the Plan
and the terms of any instrument evidencing the Award and may from time to time
adopt and change rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's officers as it so determines. 

ARTICLE 4. 
STOCK SUBJECT TO THE PLAN

4.1       Authorized Number of
Shares 

Subject to adjustment from time to time as provided in this
Article 11.1, the maximum aggregate number of Shares available for issuance
under the Plan shall be 10% of the outstanding Shares at the time of granting
the Options.

4.2       Reuse of Shares


Any Shares that have been made subject to an Award that cease
to be subject to the Award (other than by reason of exercise or settlement of
the Award to the extent it is exercised for or settled in shares) shall again be
available for issuance in connection with future grants of Awards under the
Plan. In the event shares issued under the Plan are reacquired by the Company
pursuant to any forfeiture provision or right of repurchase, such shares shall
again be available for the purposes of the Plan; provided, however, that the
maximum number of shares that may be issued upon the exercise of Incentive Stock
Options shall equal the share number stated in Article 4.1, subject to
adjustment from time to time as provided in Article 11.1; and provided, further,
that for purposes of Article 4.3, any such shares shall be counted in accordance
with the requirements of Section 162(m) of the Code. 

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ARTICLE 5. 
ELIGIBILITY 

5.1       Plan
Eligibility

An Award may be granted to any officer, director or employee of
the Company or a Related Company, or a consultant, agent, advisor or independent
contractor that meets the definition of Consultant as defined in Article 2.1 of
this Plan that the Plan Administrator from time to time selects. 

5.2       Additional
Limitations on Number of Options

In any twelve month period:

	(a) 	
      No more than 5% of the issued and outstanding Shares may
      be reserved for issuance pursuant to the exercise of Options granted to
      any one individual;

	 	 
	(b) 	
      No more than 2% of the issued and outstanding Shares may
      be reserved for issuance pursuant to the exercise of Options granted to
      any one Consultant;

	 	 
	(c) 	
      No more than 2% of the issued and outstanding Shares may
      be reserved for issuance pursuant to the exercise of Options granted to
      all employees engaged in providing Investor Relations
  Activities.



ARTICLE 6. 
AWARDS 

6.1       Form and Grant of
Awards 

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

6.2       Settlement of Awards


The Company may settle Awards through the delivery of Shares,
the granting of replacement Awards or any combination thereof as the Plan
Administrator shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Plan Administrator shall determine. The Plan Administrator may permit or
require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits into
deferred stock equivalents. 

ARTICLE 7. 
AWARDS OF OPTIONS

7.1       Grant of Options


The Plan Administrator shall have the authority, in its sole
discretion, to grant Options to Participants as Incentive Stock Options or as
Non-Qualified Stock Options, which shall be appropriately designated.

7.2       Representations to
Employees, Consultants and Management Company Employees

Every instrument evidencing an Option granted to a Participant
who is an employee, Consultant or Management Company Employee (as defined in the
policies of the Exchange), shall contain a representation by the Company that the Participant is a bona
fide employee, Consultant or Management Company Employee.

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7.3       Option Exercise
Price 

The exercise price for shares purchased under an Option shall
be as determined by the Plan Administrator, provided that:

	(a) 	
      the exercise price for Options granted to Participants
      other than Consultants shall not be less than the minimum exercise price
      required by Article 8.3 with respect to Incentive Stock Options and shall
      not be less than the Discounted Market Price with respect to Non-Qualified
      Stock Options; and

	 	 
	(b) 	
      the exercise price for Options granted to Consultants
      shall not be less than the Discounted Market
Price.



7.4       Term of Options


Subject to earlier termination in accordance with the terms of
the Plan and the instrument evidencing the Option, the maximum term of an Option
(the "Option Term") shall be ten (10) years from the Grant Date or such shorter
period as may be established for that Option by the Plan Administrator.

7.5       Exercise of Options


The Plan Administrator shall establish and set forth in each
instrument that evidences an Option the time at which, or the installments in
which, the Option shall vest and become exercisable, any of which provisions may
be waived or modified by the Plan Administrator at any time. 

The Plan Administrator, in its sole discretion, may adjust the
vesting schedule of an Option held by a Participant who works less than
"full-time" as that term is defined by the Plan Administrator or who takes a
Company-approved leave of absence. 

To the extent an Option has vested and become exercisable, the
Option may be exercised in whole or from time to time in part by delivery to the
Company of a written stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised, the
restrictions imposed on the shares purchased under such exercise agreement, if
any, and such representations and agreements as may be required by the Plan
Administrator, accompanied by payment in full as described in Article 7.6. An
Option may be exercised only for whole shares and may not be exercised for less
than a reasonable number of shares at any one time, as determined by the Plan
Administrator. 

7.6       Payment of Exercise
Price 

The exercise price for shares purchased under an Option shall
be paid in full to the Company by the delivery of consideration equal to the
product of the Option exercise price and the number of shares purchased. Such
consideration must be paid before the Company will issue the shares being
purchased and must be delivered in the form of a check or bank draft or other
method of payment or some combination thereof as may be acceptable to the Plan
Administrator for that purchase.

7.7       Post-Termination
Exercises 

The Plan Administrator shall establish and set forth, in each
instrument that evidences an Option, whether the Option shall continue to be
exercisable, and the terms and conditions of such exercise, if the Participant
ceases to be employed by, or to provide services to, the Company or a Related
Company, which provisions may be waived or modified by the Plan Administrator at
any time. If not so established in the instrument evidencing the Option, the Option
shall be exercisable according to the following terms and conditions, which may
be waived or modified by the Plan Administrator at any time: 

6






	(a) 	
      Except as otherwise set forth in this Article 7.7, any
      portion of an Option that is not vested and exercisable on the Employment
      Termination Date shall expire on such date.

	 	 	 
	(b) 	
      Any portion of an Option that is vested and exercisable
      on the Employment Termination Date shall expire on the earliest to occur
      of:

	 	 	 
		(i) 	
      if the Participant's Employment Termination Date occurs
      by reason of retirement, resignation or for any other reasons other than
      for Cause, Disability or death, the day which is thirty (30) days after
      such Employment Termination Date;

	 	 	 
		(ii) 	
      if the Participant's Employment Termination Date occurs
      by reason of Disability or death, the day which is six (6) months after
      such Employment Termination Date; and

	 	 	 
		(iii) 	
      the last day of the Option Term (the "Option Expiration
      Date").




		
      Notwithstanding the foregoing, if the Participant dies
      after his or her Employment Termination Date, but while an Option is
      otherwise exercisable, the portion of the Option that is vested and
      exercisable on such Employment Termination Date shall expire upon the
      earlier to occur of: (A) the Option Expiration Date, and (B) the day which
      is six (6) months after the date of death, unless the Plan Administrator
      determines otherwise.

	 	 
		
      Also notwithstanding the foregoing, in case of
      termination of the Participant's employment or service relationship for
      Cause, all Options granted to that Participant shall automatically expire
      upon first notification to the Participant of such termination, unless the
      Plan Administrator determines otherwise. If a Participant's employment or
      service relationship with the Company is suspended pending an
      investigation of whether the Participant shall be terminated for Cause,
      all the Participant's rights under any Option shall likewise be suspended
      during the period of investigation. If any facts that would constitute
      termination for Cause are discovered after the Participant's relationship
      with the Company or a Related Company has ended, any Option then held by
      the Participant may be immediately terminated by the Plan Administrator,
      in its sole discretion.

	 	 
	(c) 	
      Unless the Plan Administrator determines otherwise, upon
      a termination of the Participant’s status as an employee, officer,
      director or Consultant of the Company or any Related Company (the
      “Original Position”), other than a termination for Cause, death or
      Disability, the Participant shall be deemed not to have ceased to be
      employed by or to have ceased providing services to the Company or any
      Related Company, provided that the Participant acts as an employee,
      officer, director or Consultant of the Company or a Related Company
      eligible to receive an Award under the provisions of Article 5, in another
      capacity, immediately upon the termination of the Original
  Position.

	 	 
	(d) 	
      The effect of a Company-approved leave of absence on the
      application of this Article 7 shall be determined by the Plan
      Administrator, in its sole discretion.

	 	 
	(e) 	
      If a Participant's employment or service relationship
      with the Company or a Related Company terminates by reason of Disability
      or death, the Option shall become fully vested and exercisable for all the
      shares subject to the Option. Such Option shall remain exercisable for the
      time period set forth in this Article 7.7.



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ARTICLE 8. 
INCENTIVE STOCK OPTION LIMITATIONS


Notwithstanding any other provisions of the Plan, and to the
extent required by Section 422 of the Code, Incentive Stock Options shall be
subject to the following additional terms and conditions: 

8.1       Dollar Limitation


To the extent the aggregate Fair Market Value (determined as of
the Grant Date) of Shares with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year (under the Plan and all
other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Non-Qualified Stock Option. In the
event the Participant holds two or more such Options that become exercisable for
the first time in the same calendar year, such limitation shall be applied on
the basis of the order in which such Options are granted. 

8.2       Eligible Employees


Individuals who are not employees of the Company or one of its
parent corporations or subsidiary corporations may not be granted Incentive
Stock Options. 

8.3       Exercise Price


The exercise price of an Incentive Stock Option shall be at
least 100% of the Fair Market Value of the Shares on the Grant Date, and in the
case of an Incentive Stock Option granted to a Participant who owns more than
10% of the total combined voting power of all classes of the stock of the
Company or of its parent or subsidiary corporations (a "Ten Percent
Stockholder"), shall not be less than 110% of the Fair Market Value of the
Shares on the Grant Date. The determination of more than 10% ownership shall be
made in accordance with Section 422 of the Code. 

8.4       Exercisability


An Option designated as an Incentive Stock Option shall cease
to qualify for favorable tax treatment as an Incentive Stock Option to the
extent it is exercised (if permitted by the terms of the Option) (a) more than
three (3) months after the Employment Termination Date if termination was for
reasons other than death or disability, (b) more than one (1) year after the
Employment Termination Date if termination was by reason of disability, or (c)
after the Participant has been on leave of absence for more than ninety (90)
days, unless the Participant's reemployment rights are guaranteed by statute or
contract.

8.5       Taxation of
Incentive Stock Options 

In order to obtain certain tax benefits afforded to Incentive
Stock Options under Section 422 of the Code, the Participant must hold the
shares acquired upon the exercise of an Incentive Stock Option for two (2) years
after the Grant Date and one (1) year after the date of exercise. A Participant
may be subject to the alternative minimum tax at the time of exercise of an
Incentive Stock Option. The Participant shall give the Company prompt notice of
any disposition of shares acquired on the exercise of an Incentive Stock Option
prior to the expiration of such holding periods. 

8.6       Code Definitions


For the purposes of this Article 8, "parent corporation,"
"subsidiary corporation" and "disability" shall have the meanings attributed to
those terms for purposes of Section 422 of the Code. 

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ARTICLE 9. 
WITHHOLDING 

9.1       General 

The Company may require the Participant to pay to the Company
the amount of any taxes that the Company is required by applicable federal,
state, local or foreign law to withhold with respect to the grant, vesting or
exercise of an Award. The Company shall not be required to issue any shares
Shares under the Plan until such obligations are satisfied. 

9.2       Payment of
Withholding Obligations in Cash or Shares 

The Plan Administrator may permit or require a Participant to
satisfy all or part of his or her tax withholding obligations by: (a) paying
cash to the Company, (b) having the Company withhold from any cash amounts
otherwise due or to become due from the Company to the Participant, (c) having
the Company withhold a portion of any Shares that would otherwise be issued to
the Participant having a value equal to the tax withholding obligations (up to
the employer's minimum required tax withholding rate), or (d) surrendering any
Shares that the Participant previously acquired having a value equal to the tax
withholding obligations (up to the employer's minimum required tax withholding
rate to the extent the Participant has held the surrendered shares for less than
six months). 

ARTICLE 10. 
ASSIGNABILITY 

10.1       Assignment

Neither an Award nor any interest therein may be assigned,
pledged or transferred by the Participant or made subject to attachment or
similar proceedings other than by will or by the applicable laws of descent and
distribution, and, during the Participant's lifetime, such Awards may be
exercised only by the Participant. Notwithstanding the foregoing, and to the
extent permitted by Section 422 of the Code, the Plan Administrator, in its sole
discretion, may permit a Participant to assign or transfer an Award or may
permit a Participant to designate a beneficiary who may exercise the Award or
receive payment under the Award after the Participant's death; provided,
however, that any Award so assigned or transferred shall be subject to all the
terms and conditions of the Plan and those contained in the instrument
evidencing the Award. 

ARTICLE 11. 
ADJUSTMENTS 

11.1       Adjustment of
Shares 

In the event, at any time or from time to time, a stock
dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to stockholders other than
a normal cash dividend, or other change in the Company's corporate or capital
structure, including, without limitation, a Related Party Transaction, results
in: (a) the outstanding Shares, or any securities exchanged therefor or received
in their place, being exchanged for a different number or kind of securities of
the Company or of any other corporation, or (b) new, different or additional
securities of the Company or of any other corporation being received by the
holders of Shares of the Company, then the Plan Administrator shall make
proportional adjustments in: (i) the maximum number and kind of securities
subject to the Plan and issuable as Incentive Stock Options as set forth in
Article 4 and the maximum number and kind of securities that may be made subject
to Awards to any individual as set forth in Article 4.3, and (ii) the number and
kind of securities that are subject to any outstanding Award and the per share
price of such securities, without any change in the aggregate price to be paid
therefor. The determination by the Plan Administrator as to the terms of any of
the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing, a
dissolution or liquidation of the Company Corporate Transaction shall not be
governed by this Article 11.1 but shall be governed by Articles and 11.3,
respectively. 

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11.2       Dissolution or
Liquidation 

To the extent not previously exercised or settled, and unless
otherwise determined by the Administrator in its sole discretion, Options
denominated in units shall terminate immediately prior dissolution or
liquidation of the Company. To the extent a forfeiture provision or repurchase
applicable to an Award has not been waived by the Plan Administrator, the Award
shall be immediately prior to the consummation of the dissolution or
liquidation. 

11.3       Corporate
Transaction 

Options 

	(a) 	
      In the event of a Corporate Transaction, except as
      otherwise provided in the instrument evidencing an Option (or in a written
      employment or services agreement between a Participant and the Company or
      Related Company) and except as provided in subsection (b) below, each
      outstanding Option shall be assumed or an equivalent option or right
      substituted by the surviving corporation, the successor corporation or its
      parent corporation, as applicable (the "Successor Corporation").

	 	 
	(b) 	
      If, in connection with a Corporate Transaction, the
      Successor Corporation refuses to assume or substitute for an Option, then
      each such outstanding Option shall become fully vested and exercisable
      with respect to 100% of the unvested portion of the Option. In such case,
      the Plan Administrator shall notify the Participant in writing or
      electronically that the unvested portion of the Option specified above
      shall be fully vested and exercisable for a specified time period. At the
      expiration of the time period, the Option shall terminate, provided that
      the Corporate Transaction has occurred.

	 	 
	(c) 	
      For the purposes of this Article 11.3, the Option shall
      be considered assumed or substituted for if following the Corporate
      Transaction the option or right confers the right to purchase or receive,
      for each share of Shares subject to the Option immediately prior to the
      Corporate Transaction, the consideration (whether stock, cash, or other
      securities or property) received in the Corporate Transaction by holders
      of Shares for each share held on the effective date of the transaction
      (and if holders were offered a choice of consideration, the type of
      consideration chosen by the holders of a majority of the outstanding
      shares); provided, however, that if such consideration received in the
      Corporate Transaction is not solely Shares of the Successor Corporation,
      the Plan Administrator may, with the consent of the Successor Corporation,
      provide for the consideration to be received upon the exercise of the
      Option, for each share of Shares subject thereto, to be solely Shares of
      the Successor Corporation substantially equal in fair market value to the
      per share consideration received by holders of Shares in the Corporate
      Transaction. The determination of such substantial equality of value of
      consideration shall be made by the Plan Administrator and its
      determination shall be conclusive and binding.

	 	 
	(d) 	
      All Options shall terminate and cease to remain
      outstanding immediately following the Corporate Transaction, except to the
      extent assumed by the Successor Corporation.



11.4       Further Adjustment
of Awards 

Subject to Articles 11.2 and 11.3, the Plan Administrator shall
have the discretion, exercisable at any time before a sale, merger,
consolidation, reorganization, liquidation or change of control of the Company,
as defined by the Plan Administrator, to take such further action as it
determines to be necessary or advisable, and fair and equitable to the
Participants, with respect to Awards. Such authorized action may include (but
shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so
as to provide for earlier, later, extended or additional time for exercise,
lifting restrictions and other modifications, and the Plan Administrator may
take such actions with respect to all Participants, to certain categories of
Participants or only to individual Participants. The Plan Administrator may take
such action before or after granting Awards to which the action relates and
before or after any public announcement with respect to such sale, merger,
consolidation, reorganization, liquidation or change of control that is the
reason for such action. 

10




11.5       Limitations


The grant of Awards shall in no way affect the Company's right
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets. 

11.6       Fractional Shares


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

ARTICLE 12. 
AMENDMENT AND TERMINATION 

12.1       Amendment or
Termination of Plan 

The Board may suspend, amend or terminate the Plan or any
portion of the Plan at any time and in such respects as it shall deem advisable;
provided, however, that to the extent required for compliance with Section 422
of the Code, any applicable law or regulation, or the policies of the
Exchange:

	(a) 	
      stockholder approval shall be required for any amendment
      that would: (i) increase the total number of shares available for issuance
      under the Plan, (ii) modify the class of employees eligible to receive
      Options, or (iii) otherwise require stockholder approval under any
      applicable law or regulation.

	 	 
	(b) 	
      disinterested stockholder approval shall be required for
      any amendment to the Plan or any Option in respect of Options granted to
      Insiders involving a reduction of the exercise price, including a
      reduction effected by cancelling an existing Option followed by a grant of
      new Options exercisable at a lower price within the subsequent one year
      period.



Any amendment made to the Plan that would constitute a
"modification" to Incentive Stock Options outstanding on the date of such
amendment shall not, without the consent of the Participant, be applicable to
such outstanding Incentive Stock Options but shall have prospective effect
only.

Any amendment to this Plan or Options shall not be effective
until such amendments have been accepted for filing by the Exchange.

12.2       Term of Plan


Unless sooner terminated as provided herein, the Plan shall
terminate ten (10) years after the earlier of the Plan's adoption by the Board
and approval by the stockholders. 

12.3       Consent of
Participant 

The suspension, amendment or termination of the Plan or a
portion thereof or the amendment of an outstanding Award shall not, without the
Participant's consent, materially adversely affect any rights under any Award
theretofore granted to the Participant under the Plan. Any change or adjustment
to an outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a "modification" that would cause
such Incentive Stock Option to fail to continue to qualify as an Incentive Stock
Option. Notwithstanding the foregoing, any adjustments made pursuant to Article
11 shall not be subject to these restrictions. 

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ARTICLE 13. 
GENERAL 

13.1       Evidence of Awards


Awards granted under the Plan shall be evidenced by a written
instrument that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not
inconsistent with the Plan. 

13.2       No Individual
Rights 

Nothing in the Plan or any Award granted under the Plan shall
be deemed to constitute an employment contract or confer or be deemed to confer
on any Participant any right to continue in the employ of, or to continue any
other relationship with, the Company or any Related Company or limit in any way
the right of the Company or any Related Company to terminate a Participant's
employment or other relationship at any time, with or without Cause. 

13.3       Issuance of Shares


Notwithstanding any other provision of the Plan, the Company
shall have no obligation to issue or deliver any Shares under the Plan or make
any other distribution of benefits under the Plan unless, in the opinion of the
Company's counsel, such issuance, delivery or distribution would comply with all
applicable laws (including, without limitation, the requirements of the
Securities Act), and the applicable requirements of any securities exchange or
similar entity. 

The Company shall be under no obligation to any Participant to
register for offering or resale or to qualify for exemption under the Securities
Act, or to register or qualify under state securities laws, any Shares, security
or interest in a security paid or issued under, or created by, the Plan, or to
continue in effect any such registrations or qualifications if made. The Company
may issue certificates for shares with such legends and subject to such
restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with federal
and state securities laws. 

To the extent the Plan or any instrument evidencing an Award
provides for issuance of stock certificates to reflect the issuance of Shares,
the issuance may be effected on a noncertificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock exchange. 

13.4       No Rights as a
Stockholder 

No Option denominated in units shall entitle the Participant to
any cash dividend, voting or other right of a stockholder unless and until the
date of issuance under the Plan of the shares that are the subject of such
Award. 

13.5       Compliance With
Laws and Regulations 

Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who are
officers or directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other
Participants. Additionally, in interpreting and applying the provisions of the
Plan, any Option granted as an Incentive Stock Option pursuant to the Plan
shall, to the extent permitted by law, be construed as an "incentive
stock option" within the meaning of Section 422 of the Code. 

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13.6       Participants in
Other Countries 

The Plan Administrator shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to
comply with provisions of the laws of other countries in which the Company or
any Related Company may operate to assure the viability of the benefits from
Awards granted to Participants employed in such countries and to meet the
objectives of the Plan. 

13.7       No Trust or Fund


The Plan is intended to constitute an "unfunded" plan. Nothing
contained herein shall require the Company to segregate any monies or other
property, or Shares, or to create any trusts, or to make any special deposits
for any immediate or deferred amounts payable to any Participant, and no
Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company. 

13.8       Severability


If any provision of the Plan or any Award is determined to be
invalid, illegal or unenforceable in any jurisdiction, or as to any person, or
would disqualify the Plan or any Award under any law deemed applicable by the
Plan Administrator, such provision shall be construed or deemed amended to
conform to applicable laws, or, if it cannot be so construed or deemed amended
without, in the Plan Administrator's determination, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect. 

13.9       Choice of Law


The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the laws of the United States,
shall be governed by the laws of the State of Nevada without giving effect to
principles of conflicts of law. 

     ARTICLE 14. 
EFFECTIVE DATE


14.1       Effective Date of
Plan

The effective date is the date on which the Plan is adopted by
the Board. If the stockholders of the Company do not approve the Plan within
twelve (12) months after the Board's adoption of the Plan, any Incentive Stock
Options granted under the Plan will be treated as Non-Qualified Stock
Options.

13