Exhibit 10.1

                               LITHIUM CORPORATION

                                 2009 STOCK PLAN

1. Purpose.

     The purpose of this plan (the "Plan") is to secure for Lithium  Corporation
(the "Corporation") and its stockholders the benefits arising from capital stock
ownership by employees,  officers and directors of, and  consultants or advisors
to,  the  Corporation  and  its  subsidiary  corporations  who are  expected  to
contribute  to the  Corporation's  future  growth and success.  The Plan permits
grants of  options  to  purchase  shares of Common  Stock,  $0.001 par value per
share, of the Corporation  ("Common Stock") and awards of shares of Common Stock
that are  restricted  as provided  in Section 12  ("Restricted  Shares").  Those
provisions  of the Plan  which make  express  reference  to  Section  422 of the
Internal  Revenue  Code of 1986,  as amended or replaced  from time to time (the
"Code"), shall apply only to Incentive Stock Options (as that term is defined in
the Plan).

2. Type of Options and Administration.

     (a)  Types of  Options.  Options  granted  pursuant  to the  Plan  shall be
authorized  by  action  of the  Board  of  Directors  of the  Corporation  (or a
Committee  designated  by the Board of  Directors)  and may be either  incentive
stock options  ("Incentive  Stock Options")  meeting the requirements of Section
422 of the Code or  non-statutory  options  which are not  intended  to meet the
requirements of Section 422 of the Code.

     (b) Administration. The Plan will be administered by the Board of Directors
of the  Corporation,  whose  construction  and  interpretation  of the terms and
provisions of the Plan shall be final and conclusive. The Board of Directors may
in its sole discretion grant Restricted Shares and options to purchase shares of
Common Stock and issue  shares upon  exercise of such options as provided in the
Plan. The Board shall have authority,  subject to the express  provisions of the
Plan, to construe the respective  option and Restricted Share agreements and the
Plan, to  prescribe,  amend and rescind  rules and  regulations  relating to the
Plan,  to  determine  the terms and  provisions  of the  respective  option  and
Restricted Share agreements,  which need not be identical, and to make all other
determinations in the judgment of the Board of Directors  necessary or desirable
for the  administration  of the Plan.  The Board of  Directors  may  correct any
defect or supply any omission or reconcile any  inconsistency  in the Plan or in
any  option or  Restricted  Share  agreement  in the manner and to the extent it
shall deem  expedient to carry the Plan into effect and it shall be the sole and
final  judge of such  expediency.  No  director  or person  acting  pursuant  to
authority  delegated by the Board of Directors shall be liable for any action or
determination  under the Plan made in good faith. The Board of Directors may, to
the full extent  permitted by or consistent  with applicable laws or regulations
(including, without limitation,  applicable state law and Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
rule  ("Rule  16b-3")),  delegate  any or all of its powers  under the Plan to a
committee  (the  "Committee")  appointed by the Board of  Directors,  and if the
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Committee is so appointed  all  references to the Board of Directors in the Plan
shall mean and relate to such Committee with respect to the powers so delegated.
Any director to whom an option or stock grant is awarded  shall be ineligible to
vote upon his or her option or stock  grant,  but such option or stock grant may
be awarded any such director by a vote of the remainder of the directors, except
as limited below.

     (c)  Applicability  of Rule 16b-3.  Those provisions of the Plan which make
express reference to Rule 16b-3 shall apply to the Corporation only at such time
as the Corporation's Common Stock is registered under the Exchange Act, and then
only to such persons as are required to file reports  under Section 16(a) of the
Exchange Act (a "Reporting Person").

     (d) Compliance with Section 162(m) of the Code. Section 162(m) of the Code,
added by the Omnibus Budget Reconciliation Act of 1993, generally limits the tax
deductibility to publicly held companies of compensation in excess of $1,000,000
paid  to  certain  "covered  employees"   ("Covered   Employees").   It  is  the
Corporation's  intention to preserve the  deductibility of such  compensation to
the extent it is reasonably  practicable and to the extent it is consistent with
the Corporation's  compensation  objectives.  For purposes of this Plan, Covered
Employees  of the  Corporation  shall  be  those  employees  of the  Corporation
described in Section 162(m)(3) of the Code.

     (e) Special Provisions  Applicable to Options Granted to Covered Employees.
In order for the full  value of  options  granted  to  Covered  Employees  to be
deductible by the Corporation  for federal income tax purposes,  the Corporation
may intend  for such  options to be  treated  as  "qualified  performance  based
compensation"  as  described in Treas.  Reg.  ss.1.162-27(e)  (or any  successor
regulation). In such case, options granted to Covered Employees shall be subject
to the following additional requirements:

          (i) such  options  and  rights  shall be granted  only by a  committee
comprised  solely of two or more  "outside  directors",  within  the  meaning of
Treas. Reg. ss. 1.162.27(e)(3); and

          (ii) the exercise price of such options shall in no event be less than
the Fair Market  Value (as defined  below) of the Common Stock as of the date of
grant of such options.

     (f) Section 409A of the Code.  The Board of Directors  may only grant those
awards that either comply with the  applicable  requirements  of Section 409A of
the Code, or do not result in the deferral of compensation within the meaning of
Section 409A of the Code.

3. Eligibility.

     (a) General.  Options and  Restricted  Shares may be granted to persons who
are, at the time of grant,  in a Business  Relationship  (as defined below) with
the Corporation;  provided,  that Incentive Stock Options may only be granted to
individuals who are employees of the Corporation  (within the meaning of Section
3401(c) of the  Code).  A person  who has been  granted an option or  Restricted
Shares may, if he or she is otherwise eligible, be granted additional options or

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Restricted Shares if the Board of Directors shall so determine.  For purposes of
the  Plan,   "Business   Relationship"  means  that  a  person  is  serving  the
Corporation,  its  parent,  if  applicable,  or  any  of  its  subsidiaries,  if
applicable,  in the  capacity  of an  employee,  officer,  director,  advisor or
consultant.

     (b) Grant of Options to Reporting Persons.  From and after the registration
of the Common Stock of the Corporation  under the Exchange Act, the selection of
a director or an officer who is a Reporting  Person (as the terms "director" and
"officer" are defined for purposes of Rule 16b-3) as a recipient of an option or
Restricted  Shares,  the timing of the option or  Restricted  Share  grant,  the
exercise  price of the  option  and the  number of  Restricted  Shares or shares
subject to the option shall be determined  either (i) by the Board of Directors,
or (ii) by a committee consisting of two or more "Non-Employee Directors" having
full  authority  to act in the matter.  For the purposes of the Plan, a director
shall be deemed to be a "Non-Employee Director" only if such person qualifies as
a  "Non-Employee  Director"  within the meaning of Rule  16b-3,  as such term is
interpreted from time to time.

4. Stock Subject to Plan.

     The stock subject to options granted under the Plan or grants of Restricted
Shares shall be shares of authorized  but unissued or  reacquired  Common Stock.
Subject to  adjustment  as provided in Section 16 below,  the maximum  number of
shares of Common  Stock of the  Corporation  ("Shares")  which may be issued and
sold under the Plan is six million and fifty-five  thousand  (6,055,000) Shares.
If any Restricted Shares shall be reacquired by the Corporation, forfeited or an
option  granted  under the Plan shall  expire,  terminate or is canceled for any
reason without having been exercised in full, the forfeited Restricted Shares or
unpurchased  Shares  subject  to  such  option  shall  again  be  available  for
subsequent  option  or  Restricted  Share  grants  under the  Plan.  Subject  to
adjustment in accordance with Section 16:

          (a) No more than an aggregate of 3,027,500  Shares may be issued under
     Incentive Stock Options or  non-statutory  stock options during the term of
     the Plan;

          (b) No more than an aggregate of 3,027,500 Shares may be issued in the
     form of Restricted Shares during the term of the Plan; and

          (c) The maximum  number of Shares with respect to which options may be
     granted to any one person during any fiscal year of the Corporation may not
     exceed 5% of the Corporation's issued and outstanding shares at the time of
     grant.

     These  limits  shall be applied and  construed  consistently  with  Section
162(m) of the Code.

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5. Forms of Option and Restricted Share Agreements.

     As a condition  to the grant of  Restricted  Shares or an option  under the
Plan,  each recipient of Restricted  Shares or an option shall execute an option
or Restricted Share or Stock Option agreement in such form not inconsistent with
the Plan as may be approved by the Board of Directors. Such Option or Restricted
Share agreements may differ among recipients.

6. Purchase Price.

     (a) General.  The purchase price per Share deliverable upon the exercise of
an option shall be  determined by the Board of Directors at the time of grant of
such option;  provided,  however, that the exercise price of an option shall not
be less than 100% of the Fair Market Value (as hereinafter  defined) of a Share,
at the time of grant of such  option,  or not less than 110% of such Fair Market
Value in the case of an Incentive Stock Option described in Section 11(b). "Fair
Market  Value" of a Share as of a  specified  date for the  purposes of the Plan
shall mean the closing price of a Share on the principal  securities exchange on
which such  Shares are traded on the day  immediately  preceding  the date as of
which Fair Market Value is being  determined,  or on the next  preceding date on
which  such  Shares  are  traded if no shares  were  traded on such  immediately
preceding  day, or if the Shares are not traded on a securities  exchange,  Fair
Market  Value  shall be deemed to be the  average  of the high bid and low asked
prices of the  Shares  in the  over-the-counter  market  on the day  immediately
preceding  the date as of which Fair Market Value is being  determined or on the
next  preceding  date on which such high bid and low asked prices were recorded.
In no case shall Fair Market  Value be  determined  with regard to  restrictions
other than  restrictions  which, by their terms,  will never lapse. The Board of
Directors may also permit  optionees,  either on a selective or aggregate basis,
to  simultaneously  exercise  options  and sell  the  Shares  thereby  acquired,
pursuant to a brokerage or similar arrangement, approved in advance by the Board
of Directors,  and to use the proceeds from such sale as payment of the purchase
price of such shares.

     (b) Payment of Purchase  Price.  Options granted under the Plan may provide
for the  payment of the  exercise  price by  delivery  of cash or a check to the
order  of the  Corporation  in an  amount  equal to the  exercise  price of such
options,  or, to the extent provided in the applicable option agreement,  (i) by
delivery to the  Corporation of Shares having a Fair Market Value on the date of
exercise equal in amount to the exercise  price of the options being  exercised,
(ii)  through any cashless  exercise  feature that may be included in the option
agreement covering a particular option grant, (iii) by any other means which the
Board of Directors  determines are  consistent  with the purpose of the Plan and
with  applicable  laws  and  regulations  (including,  without  limitation,  the
provisions  of Rule 16b-3 and  Regulation T promulgated  by the Federal  Reserve
Board) or (iv) by any combination of such methods of payment.

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7. Option Period.

     Subject to earlier termination as provided in the Plan, each option and all
rights  thereunder  shall  expire  on such  date as  determined  by the Board of
Directors and set forth in the applicable option agreement,  provided, that such
date shall not be later  than (10) ten years  after the date on which the option
is granted.

8. Exercise of Options.

     Each option granted under the Plan shall be  exercisable  either in full or
in  installments  at such time or times and during  such  period as shall be set
forth in the option agreement evidencing such option,  subject to the provisions
of the Plan.  No option  granted  to a  Reporting  Person  for  purposes  of the
Exchange Act,  however,  shall be exercisable  during the first six months after
the date of grant.  Subject to the  requirements  in the  immediately  preceding
sentence, if an option is not at the time of grant immediately exercisable,  the
Board of Directors may (i) in the agreement evidencing such option,  provide for
the  acceleration  of the exercise date or dates of the subject  option upon the
occurrence  of specified  events,  and/or (ii) at any time prior to the complete
termination of an option,  accelerate the exercise date or dates of such option,
unless it would cause an option that otherwise  qualified as an Incentive  Stock
Option to lose  Incentive  Stock  Option  treatment  by  application  of Section
422(d)(1) of the Code and Section 11(c) of the Plan.

9. Non-transferability of Options.

     No  option  granted  under  this  Plan  shall be  assignable  or  otherwise
transferable  by the  optionee  except  by will or by the  laws of  descent  and
distribution or pursuant to a qualified  domestic  relations order as defined in
the Code or Title I of the Employee  Retirement  Income Security Act of 1974, as
amended  ("ERISA"),  or the rules thereunder.  An option may be exercised during
the lifetime of the optionee only by the optionee. In the event an optionee dies
during his employment by the Corporation or any of its  subsidiaries,  or during
the three-month period following the date of termination of such employment, his
option shall thereafter be exercisable,  during the period specified to the full
extent to which such option was  exercisable  by the optionee at the time of his
death  during the  periods  set forth in Section  10 or 11(d).  If any  optionee
should  attempt to  dispose of or  encumber  his or her  options,  other than in
accordance  with the  applicable  terms of this  Plan or the  applicable  option
agreement, his or her interest in such options shall terminate.

10. Effect of Termination of Employment or Other Relationship.

     Except as  provided  in Section  11(d)  with  respect  to  Incentive  Stock
Options,  and subject to the  provisions of the Plan and the  applicable  option
agreement,  an  optionee  may  exercise  an option  (but only to the extent such
option was  exercisable at the time of termination of the optionee's  employment
or other  relationship with the Corporation) at any time within three (3) months

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following the  termination  of the optionee's  employment or other  relationship
with the  Corporation or within one (1) year if such  termination was due to the
death or disability of the optionee,  but,  except in the case of the optionee's
death,  in no  event  later  than  the  expiration  date of the  Option.  If the
termination  of  the  optionee's   employment  is  for  cause  or  is  otherwise
attributable to a breach by the optionee of an employment or  confidentiality or
non-disclosure   agreement,  the  option  shall  expire  immediately  upon  such
termination.  The Board of  Directors  shall  have the power to  determine  what
constitutes  a   termination   for  cause  or  a  breach  of  an  employment  or
confidentiality  or  non-disclosure  agreement,  whether  an  optionee  has been
terminated for cause or has breached such an agreement,  and the date upon which
such termination for cause or breach occurs.  Any such  determinations  shall be
final and conclusive and binding upon the optionee.

11. Incentive Stock Options.

     Options  granted  under the Plan which are intended to be  Incentive  Stock
Options shall be subject to the following additional terms and conditions:

     (a) Express Designation. All Incentive Stock Options granted under the Plan
shall, at the time of grant,  be  specifically  designated as such in the option
agreement covering such Incentive Stock Options.

     (b) 10%  Stockholder.  If any employee to whom an Incentive Stock Option is
to be granted  under the Plan is, at the time of the grant of such  option,  the
owner of stock  possessing  more than 10% of the total combined  voting power of
all  classes  of  stock  of the  Corporation  (after  taking  into  account  the
attribution of stock  ownership  rules of Section 424(d) of the Code),  then the
following  special  provisions shall be applicable to the Incentive Stock Option
granted to such individual:

          (i) The purchase  price per share of the Common Stock  subject to such
     Incentive Stock Option shall not be less than 110% of the Fair Market Value
     of one share of Common Stock at the time of grant; and

          (ii) the option  exercise  period shall not exceed five years from the
     date of grant.

     (c) Dollar  Limitation.  For so long as the Code shall so provide,  options
granted to any  employee  under the Plan (and any other  incentive  stock option
plans of the  Corporation)  which are  intended to  constitute  Incentive  Stock
Options  shall not  constitute  Incentive  Stock Options to the extent that such
options,  in the  aggregate,  become  exercisable  for the first time in any one
calendar year for shares of Common Stock with an aggregate Fair Market Value, as
of the respective  date or dates of grant,  of more than $100,000 (or such other
limitations as the Code may provide).

     (d)  Termination of Employment,  Death or  Disability.  No Incentive  Stock
Option may be exercised unless,  at the time of such exercise,  the optionee is,

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and has been continuously since the date of grant of his or her option, employed
by the Corporation,  except that,  unless otherwise  specified in the applicable
option agreement:

          (i) an Incentive  Stock  Option may be exercised  within the period of
     three months  after the date the  optionee  ceases to be an employee of the
     Corporation  (or  within  such  lesser  period as may be  specified  in the
     applicable option agreement),  provided, that the agreement with respect to
     such option may  designate a longer  exercise  period and that the exercise
     after  such  three-month  period  shall be  treated  as the  exercise  of a
     non-statutory option under the Plan;

          (ii) if the optionee dies while in the employ of the  Corporation,  or
     within three months after the optionee  ceases to be such an employee,  the
     Incentive  Stock  Option  may be  exercised  by the  person  to  whom it is
     transferred  by will or the laws of  descent  and  distribution  within the
     period of one year after the date of death (or within such lesser period as
     may be specified in the applicable option agreement); and

          (iii) if the optionee  becomes disabled (within the meaning of Section
     22(e)(3)  of the Code or any  successor  provisions  thereto)  while in the
     employ of the  Corporation,  the  Incentive  Stock  Option may be exercised
     within the period of one year after the date the optionee ceases to be such
     an employee because of such disability (or within such lesser period as may
     be specified in the applicable option agreement).

For all  purposes  of the Plan and any option  granted  hereunder,  "employment"
shall be defined in accordance with the provisions of Section  1.421-1(h) of the
Income Tax  Regulations  (or any  successor  regulations).  Notwithstanding  the
foregoing  provisions  no  Incentive  Stock  Option may be  exercised  after its
expiration date.

12. Restricted Shares.

     (a) Awards.  The Board of Directors may from time to time in its discretion
award  Restricted  Shares to  persons  having a Business  Relationship  with the
Corporation  and may determine the number of Restricted  Shares  awarded and the
terms and conditions  of, and the amount of payment,  if any, to be made by such
persons.  Each  award  of  Restricted  Shares  will be  evidenced  by a  written
agreement  executed  on  behalf  of the  Corporation  and  containing  terms and
conditions  not  inconsistent  with the Plan as the  Board  of  Directors  shall
determine to be appropriate in its sole discretion.

     (b)  Restricted  Period;  Lapse  of  Restrictions.  At the time an award of
Restricted  Shares is made, the Board of Directors  shall  establish a period of
time (the "Restricted  Period") applicable to such award which shall not be more
than ten years. Each award of Restricted Shares may have a different  Restricted
Period. In lieu of establishing a Restricted  Period, the Board of Directors may
establish  restrictions  based only on the achievement of specified  performance
measures or a time release schedule.  At the time an award is made, the Board of

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Directors may, in its discretion, prescribe conditions for the incremental lapse
of restrictions during the Restricted Period and for the lapse or termination of
restrictions  upon the  occurrence  of other  conditions in addition to or other
than the expiration of the Restricted  Period with respect to all or any portion
of the Restricted Shares. Such conditions may include,  without limitation,  the
death or disability of the  participant to whom  Restricted  Shares are awarded,
retirement of the participant  pursuant to normal or early  retirement under any
retirement  plan of the  Corporation or  termination  by the  Corporation of the
participant's  employment other than for cause, or the occurrence of a change in
control  of the  Corporation.  Such  conditions  may  also  include  performance
measures,  which,  in the  case of any  such  award of  Restricted  Shares  to a
participant who is a "covered  employee" within the meaning of Section 162(m) of
the Code, shall be based on one or more of the following criteria:  earnings per
share, market value per share,  return on invested capital,  return on operating
assets and return on equity. The Board of Directors may also, in its discretion,
shorten or terminate the Restricted Period or waive any conditions for the lapse
or  termination  of  restrictions  with  respect  to all or any  portion  of the
Restricted Shares at any time after the date the award is made.

     (c)  Rights of Holder;  Limitations  Thereon.  Upon an award of  Restricted
Shares, a stock certificate representing the number of Restricted Shares awarded
to the  participant  shall be registered in the  participant's  name and, at the
discretion  of  the  Board  of  Directors,  will  be  either  delivered  to  the
participant with an appropriate  legend or held in custody by the Corporation or
a bank for the participant's  account.  The participant shall generally have the
rights and privileges of a stockholder as to such Restricted  Shares,  including
the right to vote such Restricted Shares, except that the following restrictions
shall apply: (i) with respect to each Restricted  Share,  the participant  shall
not be entitled to delivery of an unlegended  certificate  until the  expiration
nor  termination of the Restricted  Period,  and the  satisfaction  of any other
conditions  prescribed  by the Board of Directors,  relating to such  Restricted
Share;  (ii) with respect to each Restricted  Share, such share may not be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of until the
expiration  of  the  Restricted  Period,  and  the  satisfaction  of  any  other
conditions  prescribed  by the Board of Directors,  relating to such  Restricted
Share (except,  subject to the provisions of the participant's stock restriction
agreement,  by will or the laws of descent  and  distribution  or  pursuant to a
qualified domestic relations order as defined by the Code or Title I of ERISA or
the rules  promulgated  thereunder) and (iii) all of the Restricted Shares as to
which restrictions have not at the time lapsed shall be forfeited and all rights
of the  participant to such Restricted  Shares shall  terminate  without further
obligation on the part of the Corporation unless the participant has remained in
a Business  Relationship  with the Corporation or any of its subsidiaries  until
the expiration or termination of the Restricted  Period and the  satisfaction of
any other  conditions  prescribed  by the Board of Directors  applicable to such
Restricted Shares.  Upon the forfeiture of any Restricted Shares, such forfeited
shares shall be transferred  to the  Corporation  without  further action by the
participant.  At the  discretion  of the  Board of  Directors,  cash  and  stock
dividends with respect to the Restricted  Shares may be either currently paid or
withheld by the Corporation for the participant's  account,  and interest may be
paid on the  amount of cash  dividends  withheld  at a rate and  subject to such
terms as determined by the Board of Directors.  The  participant  shall have the
same  rights  and  privileges,  and be subject  to the same  restrictions,  with
respect to any shares received pursuant to Section 16 hereof.

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     (d) Delivery of Unrestricted  Shares. Upon the expiration or termination of
the Restricted Period and the satisfaction of any other conditions prescribed by
the Board of Directors,  the  restrictions  applicable to the Restricted  Shares
shall lapse and a stock  certificate  for the number of  Restricted  Shares with
respect to which the  restrictions  have lapsed shall be delivered,  free of all
such  restrictions,  except  any that may be imposed  by law  including  without
limitation securities laws, to the participant or the participant's  beneficiary
or estate,  as the case may be. The Corporation shall not be required to deliver
any  fractional  share of Common Stock but will pay, in lieu  thereof,  the fair
market  value  (determined  as of the  date  the  restrictions  lapse)  of  such
fractional share to the participant or the participant's  beneficiary or estate,
as the case may be.

13. Additional Provisions.

     (a)  Additional  Provisions.  The  Board  of  Directors  may,  in its  sole
discretion,   include  additional  provisions  in  option  or  Restricted  Stock
agreements  covering  options  or  Restricted  Stock  granted  under  the  Plan,
including  without  limitation,  restrictions  on transfer,  repurchase  rights,
rights of first refusal,  commitments to pay cash bonuses,  to make, arrange for
or guaranty  loans or to transfer  other  property to optionees upon exercise of
options,  or such  other  provisions  as shall  be  determined  by the  Board of
Directors;  provided,  that such additional provisions shall not be inconsistent
with any other  term or  condition  of the Plan and such  additional  provisions
shall not cause any  Incentive  Stock Option  granted  under the Plan to fail to
qualify as an Incentive  Stock  Option  within the meaning of Section 422 of the
Code or result in the  imposition of an additional tax under Section 409A of the
Code.

     (b) Acceleration,  Extension,  Etc. The Board of Directors may, in its sole
discretion,  (i)  accelerate  the date or dates on which  all or any  particular
option or options  granted  under the Plan may be  exercised  or (ii) extend the
dates during which all, or any  particular,  option or options granted under the
Plan may be exercised if it would not cause any Incentive  Stock Option  granted
under the Plan to fail to  qualify  as an  Incentive  Stock  Option  within  the
meaning of Section 422 of the Code or result in the  imposition of an additional
tax under Section 409A of the Code.

14. General Restrictions.

     (a) Investment  Representations.  The Corporation may require any person to
whom Restricted Shares or an option is granted, as a condition of receiving such
Restricted  Shares or  exercising  such option,  to give written  assurances  in
substance  and form  satisfactory  to the  Corporation  to the effect  that such
person is acquiring the Restricted  Shares or Common Stock subject to the option
for his or her own account for investment and not with any present  intention of
selling or otherwise  distributing  the same,  and to such other  effects as the
Corporation  deems  necessary or appropriate in order to comply with federal and
applicable state securities laws, or with covenants or  representations  made by
the Corporation in connection with any public offering of its Common Stock.

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     (b)  Compliance  with  Securities  Law. Each option and grant of Restricted
Shares shall be subject to the requirement that if, at any time,  counsel to the
Corporation  shall determine that the listing,  registration or qualification of
the  Restricted  Shares or shares  subject to such  option  upon any  securities
exchange  or under any state or federal  law,  or the consent or approval of any
governmental   or  regulatory   body,  or  that  the  disclosure  of  non-public
information  or the  satisfaction  of any  other  condition  is  necessary  as a
condition  of,  or in  connection  with  the  issuance  or  purchase  of  shares
thereunder,  such Restricted Shares shall not be granted and such option may not
be  exercised,  in  whole  or  in  part,  unless  such  listing,   registration,
qualification, consent or approval, or satisfaction of such condition shall have
been  effected or obtained on  conditions  acceptable to the Board of Directors.
Nothing  herein  shall be deemed to require the  Corporation  to apply for or to
obtain  such  listing,  registration  or  qualification,   or  to  satisfy  such
condition.

15. Rights as a Stockholder.

     The holder of an option shall have no rights as a stockholder  with respect
to any shares covered by the option (including,  without limitation,  any rights
to receive  dividends  or non-cash  distributions  with  respect to such shares)
until the date of issue of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.

16.  Adjustment  Provisions for  Recapitalization,  Reorganizations  and Related
     Transactions.

     (a) Recapitalization and Related  Transactions.  If, through or as a result
of any recapitalization,  reclassification, stock dividend, stock split, reverse
stock split or other similar  transaction,  (i) the outstanding shares of Common
Stock are  increased,  decreased or exchanged for a different  number or kind of
shares or other securities of the Corporation,  or (ii) additional shares or new
or different  shares or other non-cash  assets are  distributed  with respect to
such  shares  of  Common  Stock  or  other   securities,   an  appropriate   and
proportionate  adjustment  shall be made in (x) the  maximum  number and kind of
shares  reserved  for  issuance  under  the  Plan,  (y) the  number  and kind of
Restricted  Shares  granted and shares or other  securities  subject to any then
outstanding  options under the Plan,  and (z) the exercise  price for each share
subject to any then  outstanding  options under the Plan,  without  changing the
aggregate   purchase  price  as  to  which  such  options  remain   exercisable.
Notwithstanding  the  foregoing,  no  adjustment  shall be made pursuant to this
Section 16 if such  adjustment  (i) would  cause the Plan to fail to comply with
Section  422 of the Code or with Rule 16b-3 or (ii) would be  considered  as the
adoption of a new plan requiring stockholder approval.

     (b)  Reorganization,  Merger and Related  Transactions.  If the Corporation
shall  be  the  surviving   corporation   in  any   reorganization,   merger  or
consolidation of the Corporation with one or more other  corporations,  any then
outstanding  Restricted  Shares or option  granted  pursuant  to the Plan  shall
pertain to and apply to the securities to which a holder of the number of shares
of Common Stock  subject to such  Restricted  Shares or options  would have been
entitled immediately  following such  reorganization,  merger, or consolidation,

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with a corresponding  proportionate adjustment of the purchase price as to which
such options may be exercised so that the aggregate  purchase  price as to which
such options may be exercised shall be the same as the aggregate  purchase price
as to which such options may be exercised  for the shares  remaining  subject to
the options immediately prior to such reorganization, merger, or consolidation.

     (c) Board Authority to Make  Adjustments.  Any adjustments  made under this
Section 16 will be made by the Board of  Directors,  whose  determination  as to
what  adjustments,  if any,  will be made and the extent  thereof will be final,
binding and  conclusive.  No fractional  shares will be issued under the Plan on
account of any such adjustments.

17. Merger, Consolidation, Asset Sale, Liquidation, Etc.

     (a)  General.  In the  event of a  consolidation  or  merger  in which  the
Corporation is not the surviving  corporation,  or sale of all or  substantially
all of the assets of the Corporation in which outstanding shares of Common Stock
are exchanged for securities, cash or other property of any other corporation or
business   entity  or  in  the  event  of  a  liquidation  of  the   Corporation
(collectively,  a  "Corporate  Transaction"),  the  Board  of  Directors  of the
Corporation,  or  the  board  of  directors  of  any  corporation  assuming  the
obligations of the Corporation,  may, in its discretion, take any one or more of
the  following  actions,  as to  outstanding  options:  (i)  provide  that  such
Restricted Shares or options shall be assumed,  or equivalent  Restricted Shares
or options shall be substituted,  by the acquiring or succeeding corporation (or
an affiliate thereof),  provided that any such options substituted for Incentive
Stock Options shall meet the  requirements  of Section 424(a) of the Code,  (ii)
upon written notice,  provide that all unexercised options and Restricted Shares
will terminate  immediately prior to the consummation of such transaction unless
such options are exercised by the optionee within a specified  period  following
the date of such notice, (iii) in the event of a Corporate Transaction under the
terms of which holders of the Common Stock of the Corporation  will receive upon
consummation  thereof a cash payment for each share surrendered in the Corporate
Transaction (the "Transaction Price"), make or provide for a cash payment to the
optionees equal to the difference  between (A) the  Transaction  Price times the
number of shares of Common  Stock  subject to such  outstanding  options (to the
extent then  exercisable at prices not in excess of the  Transaction  Price) and
(B) the aggregate exercise price of all such outstanding options in exchange for
the  termination  of such  options,  and (iv) provide that all  restrictions  on
Restricted  Shares  shall  lapse in full or in part  and all or any  outstanding
options shall become  exercisable in full or in part  immediately  prior to such
event.

     (b) Substitute  Restricted  Shares or Options.  The  Corporation  may grant
Restricted  Shares or  options  under the Plan in  substitution  for  Restricted
Shares or  options  held by  persons in a  Business  Relationship  with  another
corporation who enter into a Business  Relationship  with the Corporation,  or a
subsidiary of the Corporation, as the result of a merger or consolidation of the
employing  corporation  with the Corporation or a subsidiary of the Corporation,
or  as  a  result  of  the  acquisition  by  the  Corporation,  or  one  of  its
subsidiaries, of property or stock of the other corporation. The Corporation may
direct that substitute Restricted Shares or options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.

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18. No Special Employment Rights.

     Nothing  contained  in  the  Plan  or in any  Restricted  Share  or  option
agreement  shall  confer upon any holder of  Restricted  Shares or optionee  any
right with respect to the  continuation  of his or her  employment  by, or other
Business  Relationship  with,  the  Corporation or interfere in any way with the
right of the  Corporation at any time to terminate  such  employment or Business
Relationship or to increase or decrease the compensation of the optionee.

19. Other Employee Benefits.

     Except  as  to  plans  which  by  their  terms   include  such  amounts  as
compensation,  the  amount  of any  compensation  deemed  to be  received  by an
employee as a result of the grant of Restricted  Shares or lapse of restrictions
thereon,  the  exercise  of an option or the sale of shares  received  upon such
exercise  will not  constitute  compensation  with  respect  to which  any other
employee   benefits  of  such  employee  are  determined,   including,   without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary  continuation  plan, except as otherwise  specifically  determined by the
Board of Directors.

20. Amendment of the Plan.

     (a) The Board of Directors may at any time,  and from time to time,  modify
or amend the Plan in any respect, except that if at any time the approval of the
stockholders of the Corporation is required under Section 422 of the Code or any
successor  provision  with  respect to  Incentive  Stock  Options,  or the legal
requirements  relating to the  administration of equity  compensation  plans, if
any, under applicable  provisions of federal  securities laws,  applicable state
corporate and  securities  laws,  the Code,  the rules of any  applicable  stock
exchange or national market system or quotation system on which the Common Stock
is listed or quoted, and the applicable laws and rules of any foreign country or
jurisdiction where awards are, or will be, granted under the Plan.

     (b) The termination or any modification or amendment of the Plan shall not,
without the consent of an optionee or holder of Restricted Shares, affect his or
her rights under an option or grant of Restricted Shares  previously  granted to
him or her.  With the  consent of the  optionee or holder of  Restricted  Shares
affected,  the Board of Directors  may amend  outstanding  option or  Restricted
Share  agreements  in a manner  not  inconsistent  with the  Plan.  The Board of
Directors  shall have the right to amend or modify the terms and  provisions  of
the Plan and of any  outstanding  Incentive Stock Options granted under the Plan
to the extent  necessary to qualify any or all such  options for such  favorable
federal income tax treatment  (including  deferral of taxation upon exercise) as
may be afforded incentive stock options under Section 422 of the Code.

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<PAGE>
21. Withholding.

     (a) The  Corporation  shall have the right to deduct  from  payments of any
kind  otherwise due to the optionee or holder of Restricted  Shares any federal,
state or local taxes of any kind  required by law to be withheld with respect to
any  shares  issued  upon  exercise  of  options  or  lapse of  restrictions  on
Restricted  Shares  under  the  Plan.  Subject  to  the  prior  approval  of the
Corporation,  which may be withheld by the  Corporation in its sole  discretion,
the  optionee  or  holder  of  Restricted  Shares  may  elect  to  satisfy  such
obligations,  in whole or in part,  (i) by causing the  Corporation  to withhold
shares of Common Stock otherwise  issuable pursuant to the exercise of an option
or lapse of  restrictions  on  Restricted  Shares or (ii) by  delivering  to the
Corporation  shares of Common Stock  already  owned by the optionee or holder of
Restricted  Shares. The shares so delivered or withheld shall have a Fair Market
Value equal to such withholding obligation as of the date that the amount of tax
to be  withheld  is to be  determined.  An  optionee  who has  made an  election
pursuant to this  Section  21(a) may satisfy his or her  withholding  obligation
only with  shares of Common  Stock  which  are not  subject  to any  repurchase,
forfeiture, unfulfilled vesting or other similar requirements.

     (b) The  acceptance of shares of Common Stock upon exercise of an Incentive
Stock  Option  shall  constitute  an agreement by the optionee (i) to notify the
Corporation if any or all of such shares are disposed of by the optionee  within
two years from the date the option was  granted or within one year from the date
the shares were  transferred  to the  optionee  pursuant to the  exercise of the
option, and (ii) if required by law, to remit to the Corporation, at the time of
and in the case of any such  disposition,  an amount  sufficient  to satisfy the
Corporation's  federal, state and local withholding tax obligations with respect
to such disposition, whether or not, as to both (i) and (ii), the optionee is in
the employ of the Corporation at the time of such disposition.

     (c) Notwithstanding the foregoing,  in the case of a Reporting Person whose
options  have been granted in  accordance  with the  provisions  of Section 3(b)
herein,  no election to use shares for the payment of withholding taxes shall be
effective  unless made in compliance  with any applicable  requirements  of Rule
16b-3.

22. Section 162(m) of the Code. The Board of Directors,  in its sole discretion,
may require that one or more agreements  contain  provisions which provide that,
in the event Section 162(m) of the Code, or any successor  provision relating to
excessive  employee  remuneration,  would operate to disallow a deduction by the
Corporation  for all or part of any  payment  of an  award  under  the  Plan,  a
grantee's receipt of the portion that would not be deductible by the Corporation
shall be  deferred  to either the  earliest  date at which the Board  reasonably
anticipates that the grantee's remuneration either does not exceed the limit set
forth in Section 162(m) of the Code or is not subject to Section 162(m) of Code,
or the calendar year in which the grantee  separates from service.  This Section
22 shall be applied and construed consistently with Section 409A of the Code and
the regulations (and guidance) thereunder.

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23. Effective Date and Duration of the Plan.

     (a) Effective  Date.  The Plan shall become  effective  when adopted by the
Board of Directors,  but no Incentive  Stock Option granted under the Plan shall
become  exercisable  unless and until the Plan shall have been  approved  by the
Corporation's stockholders.  If such stockholder approval is not obtained within
twelve  (12)  months  after the date of the  Board's  adoption  of the Plan,  no
options  previously granted under the Plan shall be deemed to be Incentive Stock
Options and no Incentive Stock Options shall be granted  thereafter.  Amendments
to the Plan not  requiring  stockholder  approval  shall become  effective  when
adopted by the Board of Directors; amendments requiring stockholder approval (as
provided  in Section 20) shall  become  effective  when  adopted by the Board of
Directors,  but no  Incentive  Stock  Option  granted  after  the  date  of such
amendment  shall become  exercisable  (to the extent that such  amendment to the
Plan was required to enable the Corporation to grant such Incentive Stock Option
to a  particular  optionee)  unless  and until  such  amendment  shall have been
approved by the Corporation's stockholders.  If such stockholder approval is not
obtained  within twelve (12) months of the Board's  adoption of such  amendment,
any Incentive Stock Options granted on or after the date of such amendment shall
terminate  to the extent that such  amendment to the Plan was required to enable
the Corporation to grant such option to a particular  optionee.  Subject to this
limitation,  options  may be  granted  under  the  Plan at any  time  after  the
effective date and before the date fixed for termination of the Plan.

     (b)  Termination.  Unless sooner  terminated in accordance with Section 17,
the Plan shall  terminate  upon the  earlier of (i) the close of business on the
day next  preceding  the tenth  anniversary  of the date of its  adoption by the
Board of Directors,  or (ii) the date on which all shares available for issuance
under the Plan shall have been issued  pursuant to the exercise or  cancellation
of  Restricted  Shares  or  options  granted  under  the  Plan.  If the  date of
termination is determined  under (i) above,  then  Restricted  Shares or options
outstanding  on such date shall  continue to have force and effect in accordance
with the provisions of the  instruments  evidencing  such  Restricted  Shares or
options.

24. Governing Law.

     The  provisions  of this Plan shall be governed and construed in accordance
with the  laws of the  State of  Nevada  without  regard  to the  principles  of
conflicts of laws.


                         Adopted by the Board of Directors on ____________, 2009

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