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                                                                   Exhibit 10.18

                             ECOLOGY COATINGS, INC.

                   2007 STOCK OPTION AND RESTRICTED STOCK PLAN

1. PURPOSES.

     (A) BACKGROUND. This 2007 Stock Option and Restricted Stock Plan was
adopted on January 10, 2007 by the Board of Directors, subject to the approval
of the Company's stockholders. Options granted under the Plan prior to the
stockholders' approval will be effective as of their respective dates of grant
upon approval of the stockholders.

     (B) ELIGIBLE AWARD RECIPIENTS. The persons eligible to receive Awards are
the Employees, Directors and Consultants of the Company and its Affiliates.

     (C) AVAILABLE AWARDS. The purpose of the Plan is to provide a means by
which eligible recipients may be given an opportunity to benefit from increases
in value of the Common Stock through the granting of the following: (i)
Incentive Stock Options, (ii) Nonqualified Stock Options, (iii) rights to
acquire restricted stock, and (iv) stock appreciation rights.

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

2. DEFINITIONS.

     (A) "AFFILIATE" means any entity that controls, is controlled by, or is
under common control with the Company.

     (B) "AWARD" means any right granted under the Plan, including an Option, a
right to acquire restricted Common Stock, and a stock appreciation right.

     (C) "AWARD AGREEMENT" means a written agreement between the Company and a
holder of an Award (other than an Option) evidencing the terms and conditions of
an individual Award grant.

     (D) "BOARD" means the board of directors of the Company.

     (E) "CODE" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

     (F) "COMMITTEE" means a pre-existing or newly formed committee of members
of the Board appointed by the Board in accordance with subsection 3(c).

     (G) "COMMON STOCK" means shares of the Company's common stock, no par value
per share, and other rights with respect to such shares.

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     (H) "COMPANY" means Ecology Coatings, Inc., a California corporation.

     (I) "CONSULTANT" means any person who is not an Employee or Director and
who is retained by the Company or an Affiliate pursuant to a consulting
agreement.

     (J) "CONTINUOUS SERVICE" means that the Participant's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant is not
interrupted or terminated. Unless otherwise provided in an Award Agreement or
Option Agreement, as applicable, the Participant's Continuous Service shall not
be deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee,
Director or Consultant or a change in the entity for which the Participant
renders such service, provided, that there is no interruption or termination of
the Participant's service to the Company or an Affiliate as an Employee,
Director or Consultant. The Board, in its sole discretion, may determine whether
Continuous Service shall be considered interrupted in the case of any leave of
absence, including sick leave, military leave or any other personal leave.

     (K) "COVERED EMPLOYEE" means the Company's chief executive officer and the
four (4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

     (L) "DIRECTOR" means a member of the Board of Directors of the Company.

     (M) "DISABILITY" means the Participant's inability, due to illness,
accident, injury, physical or mental incapacity or other disability, to carry
out effectively the duties and obligations to the Company and its Affiliates
performed by such person immediately prior to such disability for a period of at
least six (6) months, as determined in the good faith judgment of the Board.

     (N) "DOLLARS" or "$" means United States dollars.

     (O) "EMPLOYEE" means any person employed by the Company or an Affiliate.
Service as a Director or payment of a Director's fee by the Company or an
Affiliate alone shall not be sufficient to constitute "employment" by the
Company or an Affiliate.

     (P) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (Q) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock determined as follows:

          (I) If the Common Stock is listed on any established stock exchange,
or traded on the Nasdaq National Market, the Nasdaq SmallCap Market or the
Nasdaq OTC Bulletin Board, the Fair Market Value of the Common Stock shall be
the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in Common Stock if such stock is traded on more
than one such exchange or market) on the last market trading day prior to the
day of determination, as reported by such exchange or market or such other
source as the Board reasonably deems reliable.


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          (II) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Board.

     (R) "INCENTIVE STOCK OPTION" means an option designated as an incentive
stock option in an Option Agreement and that is granted in accordance with the
requirements of, and that conforms to the applicable provisions of, Section 422
of the Code.

     (S) "INDEPENDENT DIRECTOR" means (i) a Director who satisfies the
definition of Independent Director or similar definition under the applicable
stock exchange or Nasdaq rules and regulations upon which the Common Stock is
traded from time to time and (ii) a Director who either (A) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director or (B) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

     (T) "NONQUALIFIED STOCK OPTION" means an option that is not designated in
an Option Agreement as an Incentive Stock Option or was not granted in
accordance with the requirements of, and does not conform to the applicable
provisions of, Section 422 of the Code.

     (U) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

     (V) "OPTION" means an Incentive Stock Option or a Nonqualified Stock Option
granted pursuant to the Plan.

     (W) "OPTION AGREEMENT" means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an individual Option grant.

     (X) "OPTIONHOLDER" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

     (Y) "PARTICIPANT" means a person to whom an Award is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Award.

     (Z) "PLAN" means this Ecology Coatings, Inc. 2007 Stock Option and
Restricted Stock Plan.

     (AA) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

     (BB) "SECURITIES ACT" means the Securities Act of 1933, as amended.

     (CC) "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the


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total combined voting power of all classes of stock of the Company or any parent
corporation or any subsidiary corporation, both as defined in Section 424 of the
Code.

3. ADMINISTRATION.

     (A) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless and
until the Board delegates administration to a Committee, as provided in
subsection 3(c). The Board may, at any time and for any reason in its sole
discretion, rescind some or all of such delegation.

     (B) POWERS OF BOARD. The Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:

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

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

          (III) To amend the Plan, an Award, an Award Agreement or an Option
Agreement as provided in Section 12, provided, that the Board shall not amend
the exercise price of an option, the Fair Market Value of an Award or extend the
term of an Option or Award without obtaining the approval of the stockholders if
required by the rules of any stock exchange upon which the Common Stock is
listed.

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

     (C) DELEGATION TO COMMITTEE.

          (I) GENERAL. The Board may delegate administration of the Plan and its
powers and duties thereunder to a Committee or Committees, and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated. Upon such delegation, the Committee shall have the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any of
the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be deemed to include the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. In its absolute discretion, the Board may at any time and
from time to time exercise any and all rights and duties of the Committee under
this Plan, except respecting matters under Rule 16b-3 of the


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Exchange Act or Section 162(m) of the Code, or any rules or regulations issued
thereunder, which are required to be determined in the sole discretion of the
Committee.

          (II) COMMITTEE COMPOSITION. A Committee shall consist solely of two or
more Directors. After the Company appoints or elects at least two Independent
Directors, the Committee shall consist solely of two or more Independent
Directors. Within the scope of its authority, the Board or the Committee may (1)
delegate to a committee of one or more members of the Board who are not
Independent Directors the authority to grant Awards to eligible persons who are
either (a) not then Covered Employees and are not expected to be Covered
Employees at the time of recognition of income resulting from such Award or (b)
not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code, and/or (2) delegate to a committee of one or more members of
the Board who are not Independent Directors or to the Company's Chief Executive
Officer the authority to grant Awards to eligible persons who are not then
subject to Section 16 of the Exchange Act.

     (D) EFFECT OF BOARD'S DECISION; NO LIABILITY. All determinations,
interpretations and constructions made by the Board in good faith shall not be
subject to review by any person and shall be final, binding and conclusive on
all persons. No member of the Board or the Committee or any person to whom
duties hereunder have been delegated shall be liable for any action,
interpretation or determination made in good faith, and such persons shall be
entitled to full indemnification and reimbursement consistent with applicable
law and in the manner provided in the Company's Articles of Incorporation and
Bylaws, as the same may be amended from time to time, or as otherwise provided
in any agreement between any such member and the Company.

4. STOCK SUBJECT TO THE PLAN.

     (A) STOCK RESERVE. Subject to the provisions of Section 11 relating to
adjustments upon changes in Common Stock, the shares of Common Stock that may be
issued pursuant to Awards shall not exceed in the aggregate four million five
hundred thousand (4,500,000) shares of Common Stock.

     (B) REVERSION OF STOCK TO THE STOCK RESERVE. If any Award shall for any
reason expire or otherwise terminate, in whole or in part, without having been
exercised in full, the shares of Common Stock not acquired under such Award
shall revert to and again become available for issuance under the Plan.

     (C) SOURCE OF STOCK. The Common Stock subject to the Plan may be unissued
stock or reacquired stock, bought on the market or otherwise.

5. ELIGIBILITY.

     (A) ELIGIBILITY FOR SPECIFIC AWARDS. Incentive Stock Options may be granted
only to Employees. Awards other than Incentive Stock Options may be granted to
Employees, Directors and Consultants.

     (B) TEN PERCENT STOCKHOLDERS. A Ten Percent Stockholder shall not be
granted an Incentive Stock Option unless the exercise price of such Option is at
least one hundred ten


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percent (110%) of the Fair Market Value of the Common Stock at the date of grant
and the Option is not exercisable after the expiration of five (5) years from
the date of grant.

6. OPTION PROVISIONS.

     Each Option Agreement shall be subject to the terms and conditions of this
Plan. Each Option and Option Agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. All Options shall
be separately designated Incentive Stock Options or Nonqualified Stock Options
at the time of grant, and, if certificates are issued, a separate certificate or
certificates will be issued for the shares of Common Stock purchased on exercise
of each type of Option. The provisions of separate Options need not be
identical.

     (A) PROVISIONS APPLICABLE TO ALL OPTIONS.

          (I) CONSIDERATION. The purchase price of the shares of Common Stock
acquired pursuant to an Option shall be paid in (i) cash in Dollars at the time
the Option is exercised; (ii) withheld shares of Common Stock upon exercise of
an Option having a Fair Market Value at the time the Option is exercised equal
to the purchase price (plus applicable withholding tax), with the prior approval
of the Company; (iii) shares of Common Stock owned by the Optionholder having a
Fair Market Value at the time the Option is exercised equal to the purchase
price (plus the applicable withholding tax), with the prior approval of the
Company; or (iv) any combination of the foregoing with the prior approval of the
Company.

          (II) VESTING GENERALLY. An Option may (A) vest, and therefore become
exercisable, in periodic installments that may, but need not, be equal, or (B)
be fully vested at the time of grant. The Option may be subject to such other
terms and conditions on the time or times when it may be exercised (which may be
based on performance or other criteria) as the Board may deem appropriate. The
vesting provisions, if any, of individual Options may vary. The provisions of
this subsection 6(a)(ii) are subject to any Option Agreement provisions
governing the minimum number of Common Stock as to which an Option may be
exercised.

          (III) TERMINATION OF CONTINUOUS SERVICE. Unless otherwise provided in
the Option Agreement, in the event an Optionholder's Continuous Service
terminates (other than upon the Optionholder's death, Disability, retirement or
as a result of a Change of Control), all Options held by the Optionholder shall
immediately terminate; provided, however, that an Option Agreement may provide
that if an Optionholder's Continuous Service is terminated for reasons other
than for cause, all vested Options held by such person shall continue to be
exercisable until the earlier of the expiration date of such Option or ninety
(90) days after the date of such termination. All such vested Options not
exercised within the period described in the preceding sentence shall terminate.

          (IV) DISABILITY OR DEATH OF OPTIONHOLDER. Unless otherwise provided in
the Option Agreement, in the event of an Optionholder's Disability or death, all
unvested Options shall immediately terminate, and all vested Options held by
such person shall continue to be exercisable for twelve (12) months after the
date of such Disability or death. All such vested Options not exercised within
such twelve (12) month period shall terminate.


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          (V) RETIREMENT. Unless otherwise provided in the Option Agreement, in
the event of the Optionholder's retirement, all unvested Options shall
automatically vest on the date of such retirement and all Options shall be
exercisable for the earlier of twelve (12) months after such retirement date or
the expiration date of such Options. All such Options not exercised within the
period described in the preceding sentence shall terminate.

     (B) PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS.

          (I) TERM. Subject to the provisions of subsection 5(b) regarding Ten
Percent Stockholders, no Incentive Stock Option shall be exercisable after the
expiration of ten (10) years from the date it was granted. Further, no grant of
an Incentive Stock Option shall be made under this Plan more than ten (10) years
after the date the Plan is approved by the stockholders of the Company.

          (II) EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. Subject to the
provisions of subsection 5(b) regarding Ten Percent Stockholders, the exercise
price of each Incentive Stock Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted.

          (III) TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive Stock
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionholder
only by the Optionholder.

          (IV) INCENTIVE STOCK OPTION $100,000 LIMITATION. Notwithstanding any
other provision of the Plan or an Option Agreement, the aggregate Fair Market
Value of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Optionholder in any calendar year, under
the Plan or any other option plan of the Company or its Affiliates, shall not
exceed One Hundred Thousand Dollars ($100,000). For this purpose, the Fair
Market Value of the Common Stock shall be determined as of the time an Option is
granted. The Options or portions thereof which exceed such limit (according to
the order in which they were granted) shall be treated as Nonqualified Stock
Options.

     (C) PROVISIONS APPLICABLE TO NONQUALIFIED STOCK OPTIONS.

          (I) EXERCISE PRICE OF A NONQUALIFIED STOCK OPTION. The exercise price
of each Nonqualified Stock Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted.

          (II) TRANSFERABILITY OF A NONQUALIFIED STOCK OPTION. A Nonqualified
Stock Option shall be transferable, if at all, to the extent provided in the
Option Agreement. If the Option Agreement does not provide for transferability,
then the Nonqualified Stock Option shall not be transferable except by will or
by the laws of descent and distribution and shall be exercisable during the
lifetime of the Optionholder only by the Optionholder.

7. PROVISIONS OF AWARDS OTHER THAN OPTIONS.

     (A) RESTRICTED STOCK AWARDS. Each restricted stock Award agreement shall be
in such form and shall contain such restrictions, terms and conditions, if any,
as the Board shall


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deem appropriate and shall be subject to the terms and conditions of this Plan.
The terms and conditions of restricted stock Award Agreements may change from
time to time, and the terms and conditions of separate restricted stock Award
Agreements need not be identical, but each restricted stock Award Agreement
shall include (through incorporation of provisions hereof by reference in the
agreement or otherwise) the substance of each of the following provisions:

          (I) CONSIDERATION. A restricted stock Award may be awarded in
consideration for past services actually rendered, or for future services to be
rendered, to the Company or an Affiliate for its benefit.

          (II) VESTING. Common Stock awarded under the restricted stock Award
Agreement may (A) be subject to a vesting schedule to be determined by the Board
or (B) be fully vested at the time of grant.

          (III) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. Unless
otherwise provided in the restricted stock Award Agreement, in the event a
Participant's Continuous Service terminates prior to a vesting date set forth in
the restricted stock Award Agreement, any unvested restricted stock Award shall
be forfeited and automatically transferred to and reacquired by the Company at
no cost to the Company, and neither the Participant nor his or her heirs,
executors, administrators or successors shall have any right or interest in the
restricted stock Award. Notwithstanding the foregoing, unless otherwise provided
in the restricted stock Award agreement, in the event a Participant's Continuous
Service terminates as a result of (A) being terminated by the Company for
reasons other than for cause, (B) death, (C) Disability, (D) retirement, or (E)
a Change of Control (subject to the provisions of Section 11(c) hereof), then
any unvested restricted stock Award shall vest immediately upon such date.

          (IV) TRANSFERABILITY. Rights to acquire Common Stock under the
restricted stock Award Agreement shall be transferable by the Participant only
upon such terms and conditions as are set forth in the restricted stock Award
Agreement, as the Board shall determine in its discretion, so long as Common
Stock awarded under the restricted stock Award Agreement remain subject to the
terms of the restricted stock Award Agreement.

     (B) GRANT OF STOCK APPRECIATION RIGHTS. Stock appreciation rights to
receive in shares of Common Stock the excess of the Fair Market Value of Common
Stock on the date the rights are surrendered over the Fair Market Value of
Common Stock on the date of grant may be granted to any Employee or Director
selected by the Board. A stock appreciation right may be granted (i) in
connection and simultaneously with the grant of another Award, (ii) with respect
to a previously granted Award, or (iii) independent of another Award. A stock
appreciation right shall be subject to such terms and conditions not
inconsistent with this Plan as the Board shall impose and shall be evidenced by
a written stock appreciation right agreement, which shall be executed by the
Participant and an authorized officer of the Company. The Board, in its
discretion, may determine whether a stock appreciation right is to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code
and stock appreciation right agreements evidencing stock appreciation rights
intended to so qualify shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of the Code. The
Board may, in its discretion and on such terms as it deems appropriate, require
as a condition of the grant of a stock appreciation right that the Participant
surrender for cancellation


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some or all of the Awards previously granted to such person under this Plan or
otherwise. A stock appreciation right, the grant of which is conditioned upon
such surrender, may have an exercise price lower (or higher) than the exercise
price of the surrendered Award, may contain such other terms as the Board deems
appropriate, and shall be exercisable in accordance with its terms, without
regard to the number of shares, price, exercise period or any other term or
condition of such surrendered Award.

8. AVAILABILITY OF STOCK.

     Subject to the restrictions set forth in Section 4(a), during the terms of
the Awards, the Company shall keep available at all times the number of shares
of Common Stock required to satisfy such Awards.

9. USE OF PROCEEDS FROM STOCK.

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

10. MISCELLANEOUS.

     (A) EXERCISE OF AWARDS. Awards shall be exercisable at such times, or upon
the occurrence of such event or events as the Board shall determine at or
subsequent to grant. Awards may be exercised in whole or in part. Common Stock
purchased upon the exercise of an Award shall be paid for in full at the time of
such purchase.

     (B) ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall have the
power to accelerate the time at which an Award may first be exercised or the
time during which an Award or any part thereof will vest in accordance with the
Plan, notwithstanding the provisions in the Award stating the time at which it
may first be exercised or the time during which it will vest.

     (C) STOCKHOLDER RIGHTS.

          (I) OPTIONS. Unless otherwise provided in and upon the terms and
conditions in the Option Agreement, no Participant shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any Common
Stock subject to an Option unless and until such Participant has satisfied all
requirements for exercise of, and has exercised, the Option pursuant to its
terms.

          (II) RESTRICTED STOCK. Unless otherwise provided in and upon the terms
and conditions in the restricted stock Award Agreement, a Participant shall have
the right to receive all dividends and other distributions paid or made
respecting such restricted stock, provided, however, that no unvested restricted
stock shall have any voting rights of a stockholder respecting such unvested
restricted stock unless and until such unvested restricted stock become vested.

     (D) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any
instrument executed or Award granted pursuant thereto shall confer upon any
Participant any right to continue to serve the Company or an Affiliate in the
capacity in effect at the time the Award was


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granted, or any other capacity, or shall affect the right of the Company or an
Affiliate to terminate with or without notice and with or without cause (i) the
employment of an Employee or an Affiliate or (ii) the service of a Director of
the Company or an Affiliate.

     (E) WITHHOLDING OBLIGATIONS. If the Company has or will have a legal
obligation to withhold the taxes related to the grant, vesting or exercise of
the Award, such Award may not be granted, vested or exercised in whole or in
part, unless such tax obligation is first satisfied in a manner satisfactory to
the Company. To the extent provided by the terms of an Award Agreement or Option
Agreement, the Participant may satisfy any federal, state or local tax
withholding obligation relating to the exercise or acquisition of Common Stock
under an Award by any of the following means (in addition to the Company's right
to withhold from any compensation paid to the Participant by the Company) or by
a combination of such means: (i) tendering a cash payment in Dollars; (ii)
authorizing the Company to withhold Common Stock from the Common Stock otherwise
issuable to the Participant as a result of the exercise or acquisition of Common
Stock under the Award, provided, however, that no shares of Common Stock are
withheld with a value exceeding the minimum amount of tax required to be
withheld by law; or (iii) delivering to the Company owned and unencumbered
Common Stock.

     (F) LISTING AND QUALIFICATION OF STOCK. This Plan and the grant and
exercise of Awards hereunder, and the obligation of the Company to sell and
deliver Common Stock under such Awards, shall be subject to all applicable
United States federal and state laws, rules and regulations, and any other laws
applicable to the Company, and to such approvals by any government or regulatory
agency as may be required. The Company, in its discretion, may postpone the
issuance or delivery of Common Stock upon any exercise of an Award until
completion of any stock exchange listing, or the receipt of any required
approval from any stock exchange or other qualification of such Common Stock
under any United States federal or state law rule or regulation as the Company
may consider appropriate, and may require any individual to whom an Award is
granted, such individual's beneficiary or legal representative, as applicable,
to make such representations and furnish such information as the Board may
consider necessary, desirable or advisable in connection with the issuance or
delivery of the Common Stock in compliance with applicable laws, rules and
regulations.

     (G) NON-UNIFORM DETERMINATIONS. The Board's determinations under this Plan
(including, without limitation, determinations of the persons to receive Awards,
the form, term, provisions, amount and timing of the grant of such Awards and of
the agreements evidencing the same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Awards under
this Plan, whether or not such persons are similarly situated.

11. ADJUSTMENTS UPON CHANGES IN STOCK.

     (A) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common Stock
subject to the Plan, or subject to any Award, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of stock, exchange of
stock, change in corporate structure or other transaction), the Plan will be
appropriately adjusted in the class(es) and maximum number of securities subject
to the Plan pursuant to subsection 4(a) and the maximum number of securities
subject to award to any


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person pursuant to subsection 5(c), and the outstanding Awards will be
appropriately adjusted in the class(es) and number of securities and price per
stock of Common Stock subject to such outstanding Awards. The Board shall make
such adjustments, and its determination shall be final, binding and conclusive.
(The conversion of any convertible securities of the Company shall not be
treated as a transaction "without receipt of consideration" by the Company.)

     (B) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company, then all outstanding Awards shall terminate
immediately prior to such event.

     (C) ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER. In the event of a
Change of Control (as defined below), any unvested Awards shall vest immediately
prior to the closing of the Change of Control, and the Board shall have the
power and discretion to provide for the Participant's election alternatives
regarding the terms and conditions for the exercise of, or modification of, any
outstanding Awards granted hereunder, provided, however, that such alternatives
shall not affect the then current exercise provisions without such Participant's
consent. The Board may provide that Awards granted hereunder must be exercised
in connection with the closing of such transaction, and that if not so exercised
such Awards will expire. Any such determinations by the Board may be made
generally with respect to all Participants, or may be made on a case-by-case
basis with respect to particular Participants. For the purpose of this Plan, a
"Change of Control" shall have occurred in the event one or more persons acting
individually or as a group (i) acquires sufficient additional stock to
constitute more than fifty percent (50%) of (A) the total Fair Market Value of
all Common Stock issued and outstanding or (B) the total voting power of all
shares of capital stock authorized to vote for the election of directors; (ii)
acquires, in a twelve (12) month period, thirty-five percent (35%) or more of
the voting power of all shares of capital stock authorized to vote for the
election of directors, or alternatively a majority of the members of the board
is replaced during any twelve (12) month period by directors whose appointment
was not endorsed by a majority of the members of the board; or (iii) acquires,
during a twelve (12) month period, more than forty percent (40%) of the total
gross fair market value of all of the Company's assets. Notwithstanding the
foregoing, the provisions of this Section 11(c) shall not apply to (i) any
transaction involving any stockholder that individually or as a group owns more
than fifty percent (50%) of the outstanding Common Stock on the date this Plan
is approved by the Company's stockholders, until such time as such stockholder
first owns less than forty percent (40%) of the total outstanding Common Stock,
or (ii) any transaction undertaken for the purpose of reincorporating the
Company under the laws of another jurisdiction, if such transaction does not
materially affect the beneficial ownership of the Company's capital stock.

12. AMENDMENT OF THE PLAN AND AWARDS.

     (A) AMENDMENT OF PLAN. The Board at any time, and from time to time, may
amend the Plan. However, except as provided in Section 11 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3
or any applicable Nasdaq or securities exchange listing requirements.


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

     (C) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the Board
may amend the Plan in any respect the Board deems necessary or advisable to
provide eligible Employees with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
Stock Options granted under it into compliance therewith.

     (D) NO IMPAIRMENT OF RIGHTS. Rights under any Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
the Participant consents in writing.

     (E) AMENDMENT OF AWARDS. Subject to Section 3(b)(iii), the Board at any
time, and from time to time, may amend the terms of any one or more Awards;
provided, however, that the rights under any Award shall not be impaired by any
such amendment unless the applicable Participant consents in writing.

13. TERMINATION OR SUSPENSION OF THE PLAN.

     (A) PLAN TERM. The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the stockholders of the
Company. No Awards may be granted under the Plan while the Plan is suspended or
after it is terminated.

     (B) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan shall
not impair rights and obligations under any Award granted while the Plan is in
effect except with the written consent of the Participant.

     (C) SAVINGS CLAUSE. This Plan is intended to comply in all aspects with
applicable laws and regulations. In case any one more of the provisions of this
Plan shall be held invalid, illegal or unenforceable in any respect under
applicable law or regulation, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby and
the invalid, illegal or unenforceable provision shall be deemed null and void;
however, to the extent permissible by law, any provision which could be deemed
null and void shall first be construed, interpreted or revised retroactively to
permit this Plan to be construed in compliance with all applicable laws so as to
foster the intent of this Plan.

14. EFFECTIVE DATE OF THE PLAN.

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


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15. CHOICE OF LAW.

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


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