EXHIBIT
10.1

    2009
Non-Qualified e Incentive Stock Compensation Plan

    


    2009
NON-QUALIFIED INCENTIVE STOCK COMPENSATION PLAN

    


    1.           Purpose
of Plan

    


    1.1           This
2009 Non-Qualified and Incentive Stock Compensation Plan (the “Plan”) of Asia
Global Holdings Corp., a Nevada corporation (the “Company”) is adopted to
advance the interests of the Company by providing employees, officers, advisors,
directors and other persons who provide services or who are otherwise associated
with the Company, and those persons who have a responsibility for its management
and growth (each an “Employee”), with additional incentive by increasing their
proprietary interest in the success of the Company and to encourage them to
maintain their relationships with the Company.  Further, the
availability and the ability to issue shares of the Company’s Common Stock Plan
(shares as defined below) and grant Stock Options (as such terms are defined
below) and offering of stock options and issuance of common stock under the Plan
supports and increases the Company's ability to attract and retain individuals
of exceptional talent upon whom, in large measure, the sustained progress,
growth and profitability of the Company depends.

    


    2.           Definitions

    


    2.1           For
Plan purposes, except where the context might clearly indicate otherwise, the
following terms shall have the meanings set forth below:

    


    “Plan Shares” shall mean shares
outlined in the Company’s plan allocated to Employee.

    


    “Board” shall mean the Board of
Directors of the Company.

    


    “Committee” shall mean the Compensation
Committee, or such other committee appointed by the Board, which shall be
designated by the Board to administer the Plan, or the Board if no committees
has been established.  The Committee shall be composed of two or more persons
as from time to time are appointed to serve by the Board.  Each member
of the Committee, while serving as such, shall be a disinterested person with
the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934
(the “Exchange Act”).

    


    “Common Stock” shall mean the Company's
$0.001 par value common stock, or such other shares or securities in the event
that the Company’s common stock is hereafter changed into or exchanged for
different securities of the Company.

    


    “Company” shall mean Asia Global
Holdings Corp., a Nevada Corporation, and any subsidiary corporation of the
Company, as such terms are defined in Sections 425(e) and 425(f), respectively,
of the Internal Service Code (the “Code”).

    


    “Compensation Stock” shall mean the
Company's $.001 par value common stock, or such other shares or securities in
the event that the Company’s common stock is hereafter changed into or exchanged
for different securities of the Company, issued to individuals for bone fide
services rendered to the Company pursuant to written agreements which may
include but are not limited to Employment agreements, Consulting Agreements or
other forms of written fee or compensation agreements.


    
      
         


      

      
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    "Disability" shall mean total and
permanent incapacity of an Employee, due to physical impairment or legally
established mental incompetence, to perform the usual duties of the Employee's
employment with the Company, which disability shall be determined (i) on medical
evidence by a licensed physician designated by the Committee, or (ii) on
evidence that the Employee has become entitled to receive primary benefits as a
disabled Employee under the Social Security Act in effect on the date of such
disability.

    


    “Employee Agreement” means an agreement
executed by an Employee and the Company (as contemplated by Section 5 below),
pursuant to which shares of Common Stock are or may be issuable to or
purchasable by Employee, as the Board or Committee and the Employee may mutually
agree in writing.

    


    “Fair Market Value” shall mean, with
respect to the date shares of Common Stock are assigned by the Company, or a
Stock Option (as defined below) is granted or exercised, the average of the
highest and lowest reported sales prices of the Common Stock, as reported by
such responsible reporting service as the Committee may select, or if there were
no transactions in the Common Stock on such day, then the last preceding day on
which transactions took place.  The above withstanding, the Committee
may determine the Fair Market Value in such other manner as it may deem more
equitable for Plan purposes or as is required by applicable laws or regulations.
If the Common Stock is not then publicly traded, then the Fair Market Value of
the Common Stock shall be the book value of the Company per share as determined
on the last day of March, June, September or December in any year closest to the
date when the determination is to be made.  For the purpose of
determining book value hereunder, book value shall be determined by adding as of
the applicable date called for herein the capital, surplus and undivided profits
of the Company, and after having deducted any reserves theretofore established;
the sum of these items shall be divided by the number of shares of the Common
Stock outstanding as of said date, and the quotient thus obtained shall
represent the book value of each share of the Common Stock of the
Company.

    


    “Optionee” shall mean an Employee of
the Company who has been granted one or more Stock Options under the
Plan.

    


    “Option Shares” shall mean shares of
Common Stock which are issued by the Company or Stock Option pursuant to Section
5 below.

    


    "Retirement" shall mean an Employee's
retirement from the employment of the Company on or after the date on which the
Employee attains the age of not less than ninety-five (95) years.

    


    “Stock Option” or “Stock Options” shall
mean an option to purchase shares of the Company’s Common Stock pursuant to the
terms of the Plan.

    


    “Stock Option Agreement” shall mean the
agreement between the Company and the Optionee under which the Optionee may
purchase Common Stock.

    


    3.         
  Administration of the Plan

    


    3.1           The
Committee shall administer the Plan and, accordingly, it shall have full power
to grant Stock Options and to Compensation Stock for services rendered, construe
and interpret the Plan, establish rules and regulations and perform all other
acts, including the delegation of administrative responsibilities, as it
believes reasonable and proper.


    
      
         


      

      
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    3.2           The
determination of those eligible to receive Stock Options and Compensation Stock,
and the amount, type and timing of each grant of a Stock Option, including the
terms and conditions of such Stock Option Agreement(s) and other stock
compensation agreements, shall rest in the sole discretion of the Committee,
subject to the provisions of the Plan.

    


    3.3           The
Board or the Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or in any Stock Option, in the manner and to the
extent it shall deem necessary to carry it into effect. Any decision made or
action taken by the Committee or the Board arising out of or in connection with
the interpretation and administration of the Plan shall be final and
conclusive.

    


    3.4           Meetings
of the Committee shall be held at such times and places as shall be determined
by the Committee.  A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting.  In addition, the Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.

    


    3.5           No
member of the Committee shall be liable for any act or omission of any other
member of the Committee or for any act or omission on his own part, including,
but not limited to, the exercise of any power or discretion given to him under
the Plan, except those resulting from his/her own gross negligence or willful
misconduct.

    


    3.6           The
Company, through its management, shall supply full and timely information to the
Committee on all matters relating to the eligibility of each proposed recipient
of Compensation Stock or Stock Options, such recipient /Optionee’s duties
performance, and current information on any recipient/Optionee's death,
retirement, disability or other termination of association with the Company, and
such other pertinent information as the Committee may require.  The
Company shall furnish the Committee with such clerical and other assistance as
is necessary in the performance of its duties hereunder.

    


    4.           Shares
Subject to the Plan

    


    4.1           The
total number of shares of Common Stock of the Company available pursuant to the
Plan for grants of Stock Options and Compensation Stock shall be Ten Million
(10,000,000), subject to adjustment for the anti-dilutive provisions in
accordance with Paragraph 7 of the Plan, which shares may be either authorized
but unissued or shares of Common Stock of the Company reacquired and returned to
the Plan.

    


    4.2           If
a Stock Option or portion thereof shall expire or terminate for any reason
without having been exercised in full, the un-purchased shares covered by such
failure to exercise shall be returned to the Plan and available for future
grants of Stock Options.

    


    5.           Issuance of Common Stock for
Services

    


    The Board
or Committee from time to time, in its absolute discretion, may (a) issue
Compensation Stock for services rendered to the Company by an Employee of the
Company, and such other persons as the Board or Committee may select and in
connection with the issuance of such Compensation Stock, grant Stock Options to
such Employees and others who provide services to the Company. Compensation
Shares and Stock Options shall be governed by written agreements between the
Company and each recipient of Compensation shares or Stock Options. Whether
acquired as Compensation Stock or through the exercise of a Stock Option, the
owner of Common Stock issued under this Plan shall not be required to hold such
stock, subject to the rights and conditions, or such vesting schedule to which
the Stock Option was subject.


    
      
         


      

      
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    6.        
   Granting of Stock Options

    .

                   
6.1    The Committee may grant Stock Options in such
amounts, at such times, and to grant Employees and others who provide services
to the Company nominated by the management of the Company as the Committee, in
its discretion, may determine.  Stock Options granted under this Plan
shall constitute "incentive stock options" within the meaning of Section 422 of
the Code, if so designated by the Committee on the date of grant.  The
committee shall also have the discretion to grant Stock Options which do not
constitute incentive stock options, and any such Stock Options shall be
designated non-statutory stock options by the Committee on the date of
grant.  The aggregate Fair Market Value of the Common Stock
(determined as of the time an incentive stock option is granted) with respect to
which incentive stock options are exercisable for the first time by any Employee
during any one calendar year (under all plans of the Company and any parent or
subsidiary of the Company) may not exceed the maximum amount permitted under
Section 422 of the Code, currently One Hundred Thousand Dollars
($100,000.00).  Non-Statutory Stock Options shall not be subject to
the limitations relating to Stock Options contained in the preceding
sentence.  Each Stock Option shall be evidenced by a written Stock
Option Agreement, in a form approved by the Committee, which shall be executed
on behalf of the Company and by the Employee to whom the Stock Option is
granted, and which shall be subject to the terms and conditions of this
Plan.  In the discretion of the Committee, Stock Options may include
provisions (which need not be uniform), authorized by the Committee in its
discretion, that accelerate an Employee's rights to exercise Stock Options
following a "Change in Control," upon termination of the Employee's employment
by the Company without "Cause" or by the Employee for "Good Reason", as such
terms are defined in Paragraph 3.1 hereof.  The holder of a Stock
Option shall not be entitled to the privileges of stock ownership as to any
shares of the Common Stock not actually exercised and paid for by such
Optionee(s).

    


        
           6.2       The
purchase price (the "Exercise Price") of Option Shares subject to each Stock
Option may be (a) a stated value, or (b) a percentage of the Fair Market Value
of the Common Stock provided that such percentage cannot be less than fifty
percent (50%) of the Fair Market Value of the Common Stock on the date of the
grant of such option.  With the exception of Stock Options granted
prior to the date hereof and who is an officer, director or affiliate (as such
term is defined in the federal securities rules and regulations), or who is
holding greater than ten percent (10%) of the total voting power of all stock of
the Company, either Common or Preferred, cannot be granted Stock Options with an
Exercise Price of less than one hundred ten percent (110%) of the Fair Market
Value of the Common Stock on the date of the grants of the option.

    


             
      6.3       The
Stock Option period (the "Term") shall commence on the date of grant of the
Stock Option and shall be ten (10) years or such shorter period as determined by
the subject Employee Agreement, the Stock Option Agreement, or by the
Committee.  Each Stock Option shall provide that it is exercisable
over its term in such periodic installments as the Committee may determine,
subject to the provisions of Paragraph 4 of Article 6 Section 16(b) of the
Exchange Act exempts persons normally subject to the reporting requirements of
Section 16(a) of the Exchange Act (the "Section 16 Reporting Persons") pursuant
to a qualified Employee Stock Option Plan from the normal requirement of not
selling until at least six months and one day from the date the Stock Option is
granted.


    
      
         


      

      
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6.4           Any Stock Option
may be exercised in whole or in part (but not as to fractional shares) by
delivering it for surrender or endorsement to the Company, attention of the
Corporate Secretary, at the principal office of the Company, together with
payment of the Exercise Price and an executed Notice and Agreement of Exercise
in the form prescribed by Paragraph 5 of this Paragraph.  Payment may
be made (a) in cash, (b) by cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2 of
this Paragraph (if the Committee authorizes payment in stock in its discretion),
(d) by withholding from the Option Shares which would otherwise be issuable upon
the exercise of the Stock Option that number of Option Shares equal to the
Exercise Price of the Stock Option, if such withholding is authorized by the
Committee in its discretion, or (e) in the discretion of the Committee, by the
delivery to the Company of the Optionee's promissory note secured by personal
assets or securities other than the Option Shares, bearing interest at a rate
sufficient to prevent the imputation of interest under Sections 483 or 1274 of
the Code, and having such other terms and conditions as may be satisfactory to
the Committee.  Subject to the provisions of this paragraph and
Paragraph 5 of this Paragraph, unless other wise provided for in the subject
Stock Option Agreement, the Employee shall have the right to exercise his or her
Stock Option at the rate of not less than twenty percent (20%) per year over the
first five years from the date the Stock Option is granted.

    


    6.5           Exercise
of any Stock Option is conditioned upon the agreement of the Employee to the
terms and conditions of this Plan and of such Stock Option as evidenced by the
Employee's execution and delivery of a Notice and Agreement of Exercise in a
form to be determined by the Committee in its discretion.  Such Notice
and Agreement of Exercise shall set forth the agreement of the Employee that (a)
no Option Shares will be sold or otherwise distributed in violation of the
Securities Act of 1933, as amended (the "Securities Act") or any other
applicable federal or state securities laws, (b) each Option Share certificate
may be imprinted with legends reflecting any applicable federal and state
securities law restrictions and conditions, (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to its
Transfer Agent and Registrar without liability, if applicable, (d) if the
Employee is a Section 16 Reporting Person, the Employee will furnish to the
Company a copy of  each  Form  4  or
Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws.

    


    6.6           No
Stock Option shall be exercisable unless and until any applicable registration
or qualification requirements of federal and state securities laws, and all
other legal requirements, have been fully complied with.  At no time
shall the total number of securities issuable upon exercise of all outstanding
options under this Plan, and the total number of securities provided for under
any bonus or similar plan or agreement of the Company exceed a number of
securities which is equal to fifty percent (50%) of the then outstanding
securities of the Company, unless a percentage higher than fifty percent (50%)
is approved by at least two-thirds of the outstanding securities entitled to
vote.  The Company will use reasonable efforts to maintain the
effectiveness of a Registration Statement under the Securities Act for the
issuance of Stock Options and Compensation Shares issued or acquired hereunder,
but there may be times when no such Registration Statement will be currently
effective. Issuance of Compensation Stock and/or the exercise of Stock Options
may be temporarily suspended without liability to the Company during times when
no such Registration Statement is currently effective, or during times when, in
the reasonable opinion of the Committee, such suspension is necessary to
preclude violation of any requirements of applicable law or regulatory bodies
having jurisdiction over the Company.  If any Stock Option would
expire for any reason except the end of its term during such a suspension, then
if exercise of such Stock Option is duly tendered before its expiration, such
Stock Option shall be exercisable and exercised (unless the attempted exercise
is withdrawn) as of the first day after the end of such
suspension.  The Company shall have no obligation to file any
Registration Statement covering resale of Option Shares.


    
      
         


      

      
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6.7           Any Stock
Option granted under this Plan shall be transferable only by will or the laws of
descent and distribution.  No interest of any Employee under this Plan
shall be subject to attachment, execution, garnishment, sequestration, the laws
of bankruptcy or any other legal or equitable process.  Any Stock
Option granted under this Plan shall be exercisable only by the
Employee.

     

               
6.8    Upon an Employee's disability or death, (a) all Stock
Options to the extent then presently exercisable shall remain in full force and
effect and may be exercised pursuant to the provisions thereof, and (b) unless
otherwise provided by the Committee, all Stock Options to the extent not then
presently exercisable by the Employee shall terminate as of the date of such
termination of his/her agreement and shall not be exercisable
thereafter.  Unless the agreement is terminated for cause, as defined
by applicable law, the right to exercise in the event of termination of
agreement, to the extent that the Optionee is entitled to exercise on the date
the agreement terminates as follows:

    


                         
  (i)  At least six months from the date of termination if
termination was caused by death or disability.

    


                          
 (ii) At least thirty (30) days from the date of termination if termination
was caused by other than death or disability.

    


                   
6.9           Upon the
termination of Optionee’s compensation agreement,  for any reason
other than those specifically set forth in Paragraph 9 of this Paragraph, (a)
all Stock Options to the extent then presently exercisable by the Employee shall
remain exercisable only for a period of ninety (90) days after the date of such
termination of the Agreement (except that the ninety (90) day period shall be
extended to twelve (12) months if the Employee shall die during such ninety (90)
day period), and may be exercised pursuant to the provisions thereof, including
expiration at the end of the fixed term thereof, and (b) unless otherwise
provided by the Committee, all Stock Options to the extent not then presently
exercisable by the Employee shall terminate as of the date of such termination
of the Agreement and shall not be exercisable thereafter.

    


    6.10         Options
and Compensation Stock shall be issued only pursuant to a written agreement,
which shall be executed by the Employee and the Company, and which shall contain
such terms and conditions as the Board or Committee shall determine consistent
with this Plan, including restrictions on transfer that the Committee chooses to
impose.

    


    6.11         Upon
delivery of the shares of Common Stock to the Employee, the Employee shall have,
unless otherwise provided by the Board or Committee, all the rights of any other
stockholder with respect to said shares, subject to any restrictions, including
but not limited to the right to receive all dividends and other distributions
paid or made with respect to the Common Stock.

    


    6.12         Notwithstanding
anything in this Plan or any agreement to the contrary with an Employee, no
Employee may sell or otherwise transfer, whether or not for value, any of the
rights to acquire Common Stock pursuant to a Stock Option Agreement prior to the
date on which the Employee has exercised such Stock Option(s).


    
      
         


      

      
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    6.13           All
shares of Common Stock issued under this Plan, including any shares of Common
Stock and other securities issued with respect to shares of Common Stock as a
stock dividends, or as the result of stock splits or similar changes in the
capital structure of the Company, shall be subject to such restrictions as the
Board or Committee shall provide and as approved and accepted by Employee, which
restrictions may include, without limitation, restrictions concerning voting
rights, transferability of the Common Stock and restrictions based on duration
of his/her Agreement with the Company, Company performance and individual
performance, provided that the Board or Committee may, on such terms and
conditions as it may determine to be appropriate, remove any or all of such
restric­tions.  Common Stock pursuant to a Stock Option Agreement
may not be sold or encumbered.  Any restrictions imposed by the Board
or Committee of the Board and as approved and accepted by Employee, under this
Section need not be identical for all Stock Options, and the imposition of any
restrictions with respect to the rights to acquire any Common Stock shall not
require the imposition of the same or any other restrictions with respect to any
other Common Stock pursuant to a Stock Option Agreement.

    


    6.14           Each
agreement with an Employee shall provide that the Company shall have the right
to repurchase from the Employee the Common Stock of Stock Options which are
unvested upon a termination of such agreement, termination of directorship or
termination of a consultancy arrangement, as applicable, at a cash price to be
negotiated and mutually agreed between the Employee and the
Company.

    


    6.15           In
the discretion of the Board or Committee, the agreement may provide that the
Company shall have the right of first refusal with respect to the Common Stock
and a right to repurchase the vested Common Stock upon a termination of any
Employee's Agreement with the Company, the termination of the Employee's service
Agreement, or such other events as the Board or Committee may deem
appropriate.

    


    6.16           The
Board or Committee shall cause a legend or legends to be placed on certificates
representing shares of Common Stock if such shares are subject to restrictions
under federal securities rules and regulations, which legend or legends shall
make appropriate reference to the applicable restrictions.

    


    7.           Adjustments
or Changes in Capitalization

    


    7.1           In
the event that the outstanding shares of Common Stock of the Company are
hereafter changed into or exchanged for a different number or kind of shares or
other securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:

    


     A.           Prompt,
proportionate, equitable, lawful and adequate adjustment shall be made of the
aggregate number and kind of shares subject to Stock Options which may be
granted under the Plan, such that the Optionee(s) shall have the right to
purchase such shares of Common Stock as may be issued in exchange for the shares
of Common Stock purchasable on exercise of the respective Stock Option(s) had
such merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock dividend not
taken place,  provided however that, notwithstanding anything in this
Plan to the contrary the number of Plan Shares shall not  be affected
or altered in any way by reason of a reverse split of the Company’s Common
Stock;


    
      
         


      

      
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    B.           Rights
under unexercised Stock Options or portions thereof granted prior to any such
change, both as to the number or kind of shares and the exercise price per
share, shall be adjusted appropriately, provided that such adjustments shall be
made without change in the total exercise price applicable to the unexercised
portion of such Stock Options but by an adjustment in the price for each share
covered by such Stock Options, provided however that, notwithstanding anything
in this Plan to the contrary, the number of Plan Shares shall be affected or
altered in any way by reason of a reverse split of the Company’s Common
Stock;

    


    C.           Upon
any dissolution or liquidation of the Company or any merger or combination in
which the Company is not a surviving corporation, each outstanding Stock Option
granted hereunder shall terminate, but the Optionee shall have the right,
immediately prior to such dissolution, liquidation, merger or combination, to
exercise his/her Stock Options in whole or in part, to the extent that it shall
not have been exercised, without regard to any installment exercise provisions
in such Stock Options;

    


    D.           Pursuant
to Title 17, Chapter II, Part 230-416(a), notwithstanding anything contained in
the Plan to the contrary, including any adjustments discussed in this Paragraph,
the Plan Shares shall be anti-dilutive in the event of a reverse stock split by
the Company, i.e. a reverse stock split by the Company shall not effect any
reduction in the number of Plan Shares remaining in the Plan at the effective
time of such reverse stock split(s).

    


    7.2         The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined solely by the Committee, whose determination as to what
adjustments shall be made and the extent thereof, shall be final, binding and
conclusive.  No fractional shares of Common Stock shall be issued
under the Plan on account of any such adjustments.

    


    8.           Merger,
Consolidation or Tender Offer

    


    8.1           If
the Company shall be a party to a binding agreement to any merger, consolidation
or reorganization or sale of substantially all the assets of the Company, each
outstanding Stock Option shall pertain and apply to the securities and/or
property which a shareholder of the number of Common Stock of the Company
subject to the Stock Options would be entitled to receive pursuant to such
merger, consolidation or reorganization or sale of assets.

    


    8.2           In
the event that:

    


     A.           Any
person other than the Company shall acquire more than twenty percent (20%) of
the Common Stock of the Company through a tender offer, exchange offer or
otherwise; or,

    


     B.           A
change in the “control” of the Company occurs, as such term is defined in Rule
405 under the Securities Act; or,

    


     C.           There
shall be a sale of all or substantially all of the assets of the Company; any
then outstanding Stock Option held by an Optionee, who is deemed by the
Committee to be a statutory officer (“Insider”) for purposes of Section 16 of
the Exchange Act shall be entitled to receive, subject to any action by the
Committee revoking such an entitlement as provided for below, in lieu of
exercise of such Stock Option, to the extent that it is then exercisable, a cash
payment in an amount equal to the difference between the aggregate exercise
price of such Stock Options, or portion thereof, and, (i)  in the
event of an offer or similar event, the final offer price per share paid for
Common Stock, or such lower price as the Committee may determine to conform an
option to preserve its Stock Option status, times the number of shares of Common
Stock covered by the Stock Option or any portion thereof, or (ii)  in
the case of an event covered by B or C above, the aggregate Fair Market Value of
the Common Stock covered by the Stock Option, as determined by the
Plan.


    
      
         


      

      
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    8.3           Any
payment which the Company is required to make pursuant to this Paragraph shall
be made within 15 business days, following the event which results in the
Optionee's right to such payment.  In the event of a tender offer in
which fewer than all the shares which are validly tendered in compliance with
such offer are purchased or exchanged, then only that portion of the shares
covered by an Stock Options as results from multiplying such shares by a
fraction, the numerator of which is the number of Common Stock acquired pursuant
to the offer and the denominator of which is the number of Common Stock tendered
in compliance with such offer shall be used to determine the payment
thereupon.  To the extent that all or any portion of a Stock Option
shall be affected by this provision, all or such portion of the Stock Options
shall be terminated.

    


    8.4           Notwithstanding
this Paragraph, the Committee may, by unanimous vote and resolution,
unilaterally revoke the benefits of the above provisions; provided, however,
that such vote is taken no later than ten (10) business days following public
announcement of the intent of an offer or the change of control, whichever
occurs earlier.

    


    9.           Amendment
and Termination of Plan

    


    9.1           The
Board may at any time, and from time to time, suspend or terminate the Plan in
whole or in part or amend it from time to time in such respects as the Board may
deem appropriate and in the best interest of the Company.

    


    9.2           No
amendment, suspension or termination of this Plan shall, without the Optionee's
consent, alter or impair any of the rights or obligations under any Stock Option
theretofore granted to him under the Plan.

    


    9.3           The
Board may amend the Plan, subject to the limitations cited above, in such manner
as it deems necessary to permit the granting of Stock Options meeting the
requirements of future amendments or issued regulations, if any, to the
Code.

    


    9.4           No
Stock Options may be granted during any suspension of the Plan or after
termination of the Plan.

    


    10.         Government
and Other Regulations

    


                The
obligation of the Company to issue, transfer and deliver Common Stock for Stock
Options exercised under the Plan shall be subject to all applicable laws,
regulations, rules, orders and approval which shall then be in effect and
required by the relevant stock exchanges on which the shares of Common Stock are
traded and by government entities as set forth below or as the Committee in its
sole discretion shall deem necessary or advisable.  Specifically, in
connection with the Securities Act, upon exercise of any Stock Option, the
Company shall not be required to issue Common Stock unless the Committee has
received evidence satisfactory to it to the effect that the Optionee will not
transfer such shares except pursuant to a Registration Statement in effect under
such Act or unless an opinion of counsel satisfactory to the Company has been
received by the Company to the effect that such registration is not
required.  The Company may, but shall in no event be obligated to,
take any other affirmative action in order to cause the exercise of a Stock
Option or the issuance of Common Stock pursuant thereto to comply with any law
or regulation of any government authority.


    
      
         


      

      
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    11.         Withholding
Taxes

    


             
    The Company shall have the right at the time of exercise of
any Stock Option, the issue of Compensation Stock, or the lapse of restrictions
on Compensation Shares, to make adequate provision for any federal, state, local
or foreign taxes which it believes are or may be required by law to be withheld
with respect to such exercise (the "Tax Liability"), to ensure the payment of
any such Tax Liability.  The Company may provide for the payment of
any Tax Liability by any of the following means or a combination of such means,
as determined by the Committee in its sole and absolute discretion in the
particular case (a) by requiring the Employee to tender a cash payment to the
Company,  (b) by withholding from the Employee's salary or fee, (c) by
withholding from the Option Shares which would otherwise be issuable upon
exercise of the Stock Option, or from the Compensation Shares on their grant or
date of lapse of restrictions, that number of Option Shares or Compensation
Shares having an aggregate Fair Market Value (determined in the manner
prescribed by Paragraph 6.2) as of the date the withholding tax obligation
arises in an amount which is equal to the Employee's Tax Liability, or (d) by
any other method deemed appropriate by the Committee.  Satisfaction of
the Tax Liability of a Section 16 Reporting Person as defined under the Exchange
Act may be made by the method of payment specified in clause (c) above only if
the following two conditions are satisfied:

    


                            A.     The
withholding of any tax liability related to or applicable to Option Shares or
Compensation Shares and the exercise of the related Stock Options occur at least
six (6) months and one day following the date of grant of such Stock Options or
Award; and

    


                   
B.      The withholding of any tax liability
related to or applicable to Option Shares or Compensation Shares is made either
(i) pursuant to an irrevocable election (the "Withholding Election") made by the
Employee at least six months in advance of the withholding of Option Shares or
Compensation Shares, or (ii) on a day within a ten(10) day "window period"
beginning on the third business day following the date of release of the
Company's quarterly or annual summary statement of sales and
earnings.  Anything herein to the contrary notwithstanding, a
Withholding Election may be waived or disapproved by the Committee at any
time.

    


    12.         Miscellaneous
Provisions

    


    12.1           No
person shall have any claim or right to be granted a Stock Option or Common
Stock under the Plan, and the grant of Stock Options or issuance of Compensation
Stock under the Plan shall not be construed as giving an Optionee or Employee
the right to be retained by the Company.  Furthermore, the Company
expressly reserves the right at any time to terminate its relationship with an
Optionee with or without cause, free from any liability, or any claim under the
Plan, except as provided herein, in an option agreement, or in any agreement
between the Company and the Optionee.

    


    12.2           Any
expenses of administering this Plan shall be borne by the Company.

    


    12.3           The
payment received from Optionee from the exercise of Stock Options granted under
the Plan shall be used for the general corporate purposes of the
Company.

    


    12.4           The
place of administration of the Plan shall be in the State of Nevada, and the
validity, construction, interpretation, administration and effect of the Plan
and of its rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of the State of
Nevada.


    
      
         


      

      
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    12.5           Without
amending the Plan, grants may be made to persons who are foreign nationals or
employed outside the United States, or both, on such terms and conditions,
consistent with the Plan's purpose, different from those specified in the Plan
as may, in the judgment of the Committee, be necessary or desirable to create
equitable opportunities given differences in tax laws in other
countries.

    


    12.6           In
addition to such other rights of indemnification as they may have as members of
the Board or the Committee, the members of the Committee shall be indemnified by
the Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may
be party by reason of any action taken or failure to act under or in connection
with the Plan or any Stock Option granted there under, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except a
judgment based upon a finding of bad faith;  provided that upon the
institution of any such action, suit or proceeding a Committee member shall, in
writing, give the Company notice thereof and an opportunity, at its own expense,
to handle and defend the same, with counsel acceptable to the
Optionee,  before such Committee member undertakes to handle and
defend it on his own behalf.

    


    12.7           Stock
Options may be granted under this Plan from time to time, in substitution for
stock options held by employees, advisors, or consultants of other corporations
who are about to become an employee of the Company as the result of a merger or
consolidation of the employing corporation with the Company or the acquisition
by the Company of the assets of the employing corporation or the acquisition by
the Company of stock of the employing corporation as a result of which it
becomes a subsidiary of the Company.  The terms and conditions of such
substitute stock options so granted may vary from the terms and conditions set
forth in this Plan to such extent as the Board of Directors of the Company at
the time of grant may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are granted, but
no such variations shall be such as to affect the status of any such substitute
stock options as a stock option under Section 422A of the Code.

    


    12.8           Notwithstanding
anything to the contrary in the Plan, if the Committee finds by a majority vote,
after full consideration of the facts presented on behalf of both the Company
and the Optionee, that the Optionee has been engaged in fraud, embezzlement,
theft, insider trading in the Company's stock, commission of a felony in the
course of his association with the Company, or any subsidiary corporation, which
has resulted in financial damages awarded against the Company or any subsidiary
corporation, or for disclosing trade secrets of the Company or any subsidiary
corporation, such Optionee shall forfeit all rights to exercise any Stock
Options.  The decision of the Committee as to the cause of an
Optionee's discharge and the damage done to the Company shall be evidenced
solely by a judgment issued by a court of competent jurisdiction.  No
decision of the Committee, however, shall affect the finality of the discharge
of such Optionee by the Company or any subsidiary corporation in any
manner.

    


    12.9           Each
issuance of Compensation Stock and shares of Common Stock issued pursuant to any
Stock Option granted hereunder shall be embodied in a written agreement signed
by the recipient of the Compensation Stock or Optionee as the case may be, and
by an authorized officer of the
Company, for and in the name and on behalf of the Company.  Such
issuance of Compensation Stock and Stock Option Agreement shall contain such
other provisions as the Committee and the Optionee may mutually agree in
writing.


    
      
         


      

      
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                By
      the Board of Directors of

              
	
                Asia
      Global Holdings Corp.

              
	 
      
	
                /s/ John Leper

              
	
                John
      Leper, Director

              
	 
      
	
                /s/ Hin Lee Kwong

              
	
                Hin
      Lee Kwong, Director

              


      

    


    
      
         


      

      
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