EXHIBIT 10.1

                           SMALL CAP STRATEGIES, INC.
                             2008 STOCK OPTION PLAN

1.   Purposes of the Plan. The purposes of the "Plan" (as defined herein) are to
     attract  and  retain  the  best   available   personnel  for  positions  of
     substantial  responsibility,  to provide additional  incentive to Employees
     and  Consultants  and to  promote  the  success of the  Company's  business
     through the issuance of options,  stock purchase rights,  other stock-based
     awards, and other benefits. Options granted under the Plan may be Incentive
     Stock Options or Nonstatutory Stock Options. Stock purchase rights may also
     be granted under the Plan

2.   Definitions. As used herein, the following definitions shall apply:

     a.   "Administrator"  means  the Board or any of its  Committees  appointed
          pursuant to Section 4 of the Plan to administer the Plan.

     b.   "Award" means any award or benefit  granted to any  participant  under
          the Plan, including,  without limitation,  the grant of Options, Stock
          Purchase Rights, and other Stock-based awards and other benefits.

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

     d.   "Code" means the Internal Revenue Code of 1986, as amended.

     e.   "Committee"  means a Committee  appointed by the Board of Directors in
          accordance with Section 4 of the Plan.

     f.   "Common Stock" means the Common Stock of the Company.

     g.   "Company" means Small Cap Strategies, Inc.

     h.   "Consultant"  means any person,  including  an advisor,  who is not an
          Employee but is engaged by the Company or any Parent or  Subsidiary to
          render services and is compensated for such services, and any director
          of the Company  whether  compensated for such services or not provided
          that if and in the event the Company registers any class of any equity
          security  pursuant to the  Exchange  Act,  the term  Consultant  shall
          thereafter  not include  directors who are not  compensated  for their
          services or are paid only a director's fee by the Company.

     i.   "Disability" means, with respect to an Optionee, that the Optionee has
          any medically  determinable physical or mental impairment which can be
          expected  to result in death or which has lasted or can be expected to
          last for a continuous period of not less than twelve (12) months,  and
          which renders the Optionee unable to engage in any substantial gainful
          activity.  An Optionee  shall not be  considered  to have a Disability
          unless Optionee  furnishes proof of the existence thereof in such form
          and manner,  and at such time, as the Administrator  may require,  and
          the  Administrator  determines in its discretion that the Optionee has
          such a medically determinable physical or mental impairment.

     j.   "Employee" means any person who is determined by the  Administrator to
          be a common law employee of the Company or any Parent or Subsidiary of
          the  Company.  With respect to any entity for which the Company or any
          Parent of  Subsidiary  of the  Company is a single  owner and which is
          disregarded as an entity  separate from its owner pursuant to Treasury
          Regulations  Section  301.7701-3,  any  person who  determined  by the

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          Administrator  to be a common law  employee  of that  entity  shall be
          treated as an Employee.

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

     l.   "Fair Market Value" means,  as of any date,  the value of Common Stock
          determined as follows:

          i.   If the Common Stock is listed on any  established  stock exchange
               or a national  market system  including  without  limitation  the
               National Market System of the National  Association of Securities
               Dealers,  Inc.  Automated  Quotation  ("NASDAQ") System, its Fair
               Market  Value shall be the closing  sales price for such stock on
               the date of  determination  (or the closing bid, if no sales were
               reported,  as quoted  on such  exchange  or  system  for the last
               market  trading  day  prior  to the  time  of  determination)  as
               reported in The Wall Street  Journal or such other  source as the
               Administrator deems reliable;

          ii.  If the Common  Stock is quoted on the NASDAQ  System  (but not on
               the National  Market  System  thereof) or  regularly  quoted by a
               recognized securities dealer but selling prices are not reported,
               its Fair Market  Value shall be the mean between the high bid and
               low  asked   prices  for  the   Common   Stock  on  the  date  of
               determination or;

          iii. In the absence of an established market for the Common Stock, the
               Fair Market Value  thereof  shall be  determined in good faith by
               the Administrator.

     m.   "Incentive  Stock  Option"  means an  Option  which is  treated  as an
          incentive  stock option within the meaning of Section 422 of the Code.
          An Option shall only be treated as an Incentive  Stock Option pursuant
          to the  Plan if it is  originally  designated  as an  Incentive  Stock
          Option in the Option Agreement.  An Option originally designated in an
          Option  Agreement as an  Incentive  Stock  Option may  nonetheless  be
          treated as a Nonstatutory Stock Option if the Option at any time after
          grant  fails  to meet  to  requirements  for  incentive  stock  option
          treatment under Section 422 of the Code.

     n.   "Nonstatutory  Stock Option" means an Option which is not an Incentive
          Stock Option.  An Option which is designated as a  Nonstatutory  Stock
          Option  in the  Option  Agreement  pursuant  to which the  Option  was
          granted shall in all events be treated as a Nonstatutory Stock Option.
          Furthermore,  an Option  originally  designated as an Incentive  Stock
          Option may  subsequently  become a Nonstatutory  Stock Option upon the
          Option  subsequently  failing to meet the  requirements  for incentive
          stock option under Section 422 of the Code.

     o.   "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.

     p.   "Option" means a stock option granted pursuant to the Plan.

     q.   "Option Agreement" has the meaning set forth in Section 18 hereof.

     r.   "Optioned  Stock"  means the  Common  Stock  subject to an Option or a
          Stock Purchase Right.

     s.   "Optionee"  means an Employee or Consultant  who receives an Option or
          Stock Purchase Right, other Stock-based award, or other benefit.

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     t.   "Parent"  means  a  "parent  corporation,"  whether  now or  hereafter
          existing, as defined in Section 424(e) of the Code.

     u.   "Plan" means this 2008 Stock Option Plan, as amended from time to time
          in  accordance  with the terms  hereof.  When  referenced  in  another
          document, the name "Small Cap Strategies, Inc. 2008 Stock Option Plan"
          refers to this Plan.

     v.   "Restricted Stock" has the meaning set forth in Section 11(a) hereof.

     w.   "Restricted  Stock  Purchase  Agreement"  has the meaning set forth in
          Section 11(a) hereof.

     x.   "Share" means a share of the Common  Stock,  as adjusted in accordance
          with Section 12 below.

     y.   "Stock  Purchase  Right"  means the  right to  purchase  Common  Stock
          pursuant to Section 11 below.

     z.   "Stock Purchase Right  Agreement" has the meaning set forth in Section
          18 hereof.

     aa.  "Subsidiary"  means  a  "subsidiary   corporation,"   whether  now  or
          hereafter existing, as defined in Section 424(f) of the Code.

     bb.  "Ten Percent Shareholder" means a person who, at the time an Option is
          granted, owns, or is deemed within the meaning of Section 422(b)(6) of
          the Code to own, stock  possessing  more than ten percent (10%) of the
          total combined voting power of all classes of stock of the Company (or
          of its  Subsidiary or parent  (within the meaning of Section 424(e) of
          the Code)).

3.   Stock Subject to the Plan. Subject to adjustment  pursuant to Section 12 of
     the Plan,  and  effective as of November 15,  2008,  the maximum  aggregate
     number of shares  which may be  issued  pursuant  to the Plan is  3,000,000
     shares of Common Stock. Such number of shares of Common Stock may be issued
     under this Plan pursuant to Incentive  Stock  Options,  Nonstatutory  Stock
     Options,  Stock Purchase Rights,  other Stock-based awards, other benefits,
     or any combination  thereof,  so long as the aggregate  number of shares so
     issued  does not  exceed  such  maximum  aggregate  number  of  shares,  as
     adjusted.  The shares may be authorized,  but unissued or reacquired Common
     Stock.  If an Option should expire or become  unexercisable  for any reason
     without having been exercised in full,  the  unpurchased  Shares which were
     subject thereto shall,  unless the Plan shall have been terminated,  become
     available for future grant under the Plan.

4.   Administration of the Plan.

     a.   Procedure.   The  Plan  shall  be   administered  by  a  "Compensation
          Committee"  whose members are appointed by the Board. The Compensation
          Committee  shall be  comprised of not less than two (2) members of the
          Board  whose role,  in  addition to any other roles such  Compensation
          Committee  is required or  empowered  to  administer  on behalf of the
          Board,  shall be to  administer  the Plan,  subject  to such terms and
          conditions  as  the  Board  may   prescribe.   Once   appointed,   the
          Compensation   Committee  shall  continue  to  serve  until  otherwise
          directed by the Board.  From time to time,  the Board may increase the
          size of the  Compensation  Committee  and appoint  additional  members
          thereof,  remove  members  (with or  without  cause) and  appoint  new
          members in substitution therefor, fill vacancies,  however caused, and
          remove all  members of the  Compensation  Committee  and,  thereafter,
          directly  administer  the  Plan.  In the  event  that the Board is the
          administrator  of the Plan in lieu of a  Compensation  Committee,  the

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          term  "Compensation  Committee" as used herein shall be deemed to mean
          the Board.

               i.   Members  of the  Board  or  Compensation  Committee  who are
                    either eligible for Options or have been granted Options may
                    vote on any matters affecting the administration of the Plan
                    or the grant of Options pursuant to the Plan, except that no
                    such  member  shall  act upon the  granting  of an Option to
                    himself or  herself,  but any such  member may be counted in
                    determining  the existence of a quorum at any meeting of the
                    Board or the  Compensation  Committee during which action is
                    taken with  respect to the  granting  of an Option to him or
                    her.

               ii.  The  Compensation  Committee  shall  meet at such  times and
                    places and upon such notice as it may determine.  A majority
                    of the Compensation Committee shall constitute a quorum. Any
                    acts  by the  Compensation  Committee  may be  taken  at any
                    meeting  at  which a  quorum  is  present  and  shall  be by
                    majority   vote  of   those   members   entitled   to  vote.
                    Additionally,  any acts  reduced to writing or  approved  in
                    writing by all of the members of the Compensation  Committee
                    shall be valid acts of the Compensation Committee.

               iii. Multiple  Administrative Bodies. If permitted by Rule 16b-3,
                    the  Plan  may be  administered  by  different  bodies  with
                    respect to  directors,  non-director  officers and Employees
                    who are neither directors nor officers.

               iv.  Administration   With  Respect  to  Consultants   and  Other
                    Employees. With respect to grants of Options, Stock Purchase
                    Rights,  other  Stock-based  awards,  or other benefits,  to
                    Employees  or  Consultants  who are  neither  directors  nor
                    officers of the Company,  the Plan shall be  administered by
                    (A) the Board or (B) a  committee  designated  by the Board,
                    which  committee shall be constituted in such a manner as to
                    satisfy   the   legal    requirements    relating   to   the
                    administration  of incentive  stock option plans, if any, of
                    Nevada  corporate and  securities  laws, of the Code, and of
                    any applicable stock exchange (the "Applicable  Laws"). Once
                    appointed,  such  Committee  shall  continue to serve in its
                    designated  capacity until otherwise  directed by the Board.
                    From  time to time the Board  may  increase  the size of the
                    Committee and appoint  additional  members  thereof,  remove
                    members  (with or without  cause) and appoint new members in
                    substitution therefor,  fill vacancies,  however caused, and
                    remove all members of the Committee and thereafter  directly
                    administer  the Plan,  all to the  extent  permitted  by the
                    Applicable Laws.

               v.   Administration   With  Respect  to  Directors  Who  Are  Not
                    Employees. With respect to grants of Options, Stock Purchase
                    Rights,  other  Stock-based  awards,  or other  benefits  to
                    directors  who  are  not   Employees,   the  Plan  shall  be
                    administered by (A) the Board or (B) a committee  designated
                    by the  Board;  provided  that  any  policy  of the  Company
                    concerning grants of Options,  Stock Purchase Rights,  other
                    Stock-based   awards,  or  other  benefits  to  non-Employee
                    directors  as director  compensation  shall be approved by a
                    majority  of  the  members  of  the  Board  who  are  either
                    Employees of the Company or non-Employee  directors who have
                    waived their right to receive such compensation.

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     b.   Rule   16b-3   Requirements.   Unless  the  Board  is  acting  as  the
          Compensation Committee or the Board specifically determines otherwise,
          the members of the Compensation  Committee shall be both "non-employee
          directors"  within the meaning of Rule 16b-3, and "outside  directors"
          within the meaning of Section 162(m) of the Code. The Board shall take
          all  action  necessary  to  cause  the  Plan  to  be  administered  in
          accordance with the then effective provisions of Rule 16b-3,  provided
          that any  amendment  to the Plan  required  for  compliance  with such
          provisions shall be made in accordance with Section 10 of the Plan.

     c.   Powers of the Compensation Committee. The Compensation Committee shall
          have all the powers vested in it by the terms of the Plan, such powers
          to include authority,  in its sole and absolute  discretion,  to grant
          Options under the Plan, prescribe  agreements  evidencing such Options
          and  establish   programs  for  granting  Options.   The  Compensation
          Committee  shall  have  full  power  and  authority  to take all other
          actions  necessary  to carry out the  purpose  and intent of the Plan,
          including,  but not limited to, the authority to do the  following,  n
          its discretion:

          i.   to  determine  the Fair  Market  Value of the  Common  Stock,  in
               accordance with Section 2(k) of the Plan;

          ii.  to select the  Consultants  and Employees to whom Options,  Stock
               Purchase Rights,  other Stock-based awards, or other benefits may
               from time to time be granted hereunder;

          iii. to  determine  whether  and to  what  extent  Options  and  Stock
               Purchase Rights or any combination thereof are granted hereunder;

          iv.  to  determine  the number of shares of Common Stock to be covered
               by each such award granted hereunder;

          v.   to approve forms of agreement  for use under the Plan,  including
               without limitation,  Stock Purchase Right Agreements,  Restricted
               Stock Purchase Agreements and Option Agreements, which forms need
               not be the same for any Optionee;

          vi.  to determine the terms and conditions,  not inconsistent with the
               terms of the Plan, of any Option,  Stock  Purchase  Right,  other
               Stock-based   awards,   or  other  benefits  granted   hereunder,
               including without limitation  establishing  vesting schedules for
               the exercise of Options  which are based upon the passage of time
               performing   services   for  the   Company,   meeting   specified
               performance  criteria or any other standards as may be determined
               appropriate by the Administrator;

          vii. to determine  whether and under what  circumstances an Option may
               be settled in cash instead of Common Stock;

          viii. to reduce the  exercise  price of any Option to the then current
               Fair Market  Value if the Fair Market  Value of the Common  Stock
               covered by such  Option  shall have  declined  since the date the
               Option was granted;

          ix.  to  determine  the terms  and  restrictions  applicable  to Stock
               Purchase Rights and the Restricted  Stock purchased by exercising
               such Stock Purchase Rights; and

          x.   to interpret the Plan, establish, amend and rescind any rules and
               regulations  relating  to the Plan,  to  determine  the terms and

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               provision of any  agreements  entered into  pursuant to the Plan,
               and to make all other  determinations  that may be  necessary  or
               advisable for the administration of the Plan.

     d.   Effect  of  Administrator's  Decision.   Whether  explicitly  provided
          elsewhere  in this Plan with  respect to any  matter,  all  decisions,
          determinations and  interpretations  of the Administrator  provided in
          this  Plan  shall be made in the  Administrator's  sole  and  absolute
          discretion,  and shall be final and binding on all  Optionees  and any
          other holders of any Options, Stock Purchase Rights, other Stock-based
          awards, or other benefits.

     e.   Limited  Liability.  To the maximum extent permitted by law, no member
          of the Compensation  Committee shall be liable for any action taken or
          decision  made in  good  faith  relating  to the  Plan  or any  Option
          thereunder.

     f.   Indemnification.  To the maximum extent  permitted by law, the members
          of the Compensation  Committee shall be indemnified by the Corporation
          in respect of all their activities under the Plan.

     g.   Effect of  Compensation  Committee's  Decision.  All actions taken and
          decisions and determinations made by the Compensation Committee on all
          matters  relating  to the Plan  pursuant  to the  powers  vested in it
          hereunder shall be in the  Compensation  Committee's sole and absolute
          discretion  and  shall  be  conclusive  and  binding  on  all  parties
          concerned,   including  the   Corporation,   its   stockholders,   any
          participants  in the Plan and any other  employee of the  Corporation,
          and their respective successors in interest.

5.   Eligibility.

     a.   Nonstatutory Stock Options and Stock Purchase Rights may be granted to
          such   Employees   and   Consultants   as  may  be   selected  by  the
          Administrator.   Incentive  Stock  Options  may  be  granted  to  such
          Employees as may be selected by the  Administrator and may in no event
          be granted to someone  who, on the date of grant,  is not an Employee.
          An  Employee  or  Consultant  who has been  granted an Option or Stock
          Purchase  Right may,  if  otherwise  eligible,  be granted  additional
          Options,  Stock Purchase Rights,  other  Stock-based  awards, or other
          benefits.

     b.   Each Option shall be designated  in the Option  Agreement as either an
          Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
          such designations,  to the extent that the aggregate Fair Market Value
          (determined  as of the date of grant of the  Option)  of the shares of
          Option Stock with respect to which  Options  initially  designated  as
          Incentive  Stock  Options  are  exercisable  for the first time by any
          Optionee  during any calendar  year (under all plans of the Company or
          any Parent or Subsidiary) exceeds $100,000,  such excess Options shall
          be treated as Nonstatutory Stock Options.

     c.   For purposes of Section 5(b),  Incentive  Stock Options shall be taken
          into  account  in the order in which they were  granted,  and the Fair
          Market  Value of the  Shares  shall be  determined  as of the time the
          Option with respect to such Shares is granted.

     d.   The Plan shall not confer upon any  Optionee any right with respect to
          continuation  of  employment  or  consulting   relationship  with  the
          Company,  nor shall it  interfere  in any way with his or her right or
          the Company's  right to terminate his or her  employment or consulting
          relationship at any time, with or without cause.

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     e.   Non-Uniform Determinations.  The Administrator's  determinations under
          the Plan (including without  limitation  determinations of the persons
          to receive  awards,  the form,  amount and timing of such awards,  the
          terms and  provisions  of such  awards and the  agreements  evidencing
          same)  need not be  uniform  and may be made by it  selectively  among
          persons who  receive,  or are  eligible to receive,  awards  under the
          Plan, whether or not such persons are similarly situated.

     f.   Newly Eligible Employees.  The Administrator shall be entitled to make
          such  rules,  regulations,  determinations  and  awards  as  it  deems
          appropriate  in  respect  of any  Employee  who  becomes  eligible  to
          participate in the Plan or any portion thereof after the  commencement
          of an award or incentive period.

     g.   Leaves of Absence.  The  Administrator  shall be entitled to make such
          rules,  regulations and  determinations  as it deems appropriate under
          the Plan in respect of any leave of absence  taken by the recipient of
          any award.  Without  limiting the  generality  of the  foregoing,  the
          Administrator  shall be entitled to  determine  (i) whether or not any
          such leave of absence  shall  constitute a  termination  of employment
          within the  meaning of the Plan and (ii) the  impact,  if any,  of any
          such leave of absence on awards under the Plan theretofore made to any
          recipient who takes such leave of absence.

6.   Term of Plan. The Plan shall become  effective upon the earlier to occur of
     its adoption by the Board of Directors or its approval by the  shareholders
     of the Company as described in Section 19 of the Plan. It shall continue in
     effect for a term of ten (10) years unless sooner  terminated under Section
     15 of the Plan.

7.   Term of Option.  The term of each  Option  shall be the term  stated in the
     Option Agreement;  provided,  however,  that the term shall be no more than
     ten (10) years from the date of grant thereof.  However,  in the case of an
     Incentive Stock Option granted to a Ten Percent Shareholder the term of the
     Option  shall be five (5)  years  from  the date of grant  thereof  or such
     shorter term as may be provided in the Option Agreement.

8.   Option Exercise Price and Consideration.

     a.   The per share exercise  price for the Shares to be issued  pursuant to
          exercise  of an Option  shall be such  price as is  determined  by the
          Administrator;  provided  however,  that with respect to any Incentive
          Stock Option, the price shall be:

          i.   no less than 110% of the Fair Market  Value per Share on the date
               of grant, if granted to a Ten Percent Shareholder;

          ii.  no less than 100% of the Fair Market  Value per Share on the date
               of  grant,  if  granted  to a  person  other  than a Ten  Percent
               Shareholder.

     b.   The consideration to be paid for the Shares to be issued upon exercise
          of an Option,  including the method of payment, shall be determined by
          the  Administrator  (and,  in the case of an Incentive  Stock  Option,
          shall be determined at the time of grant) and may consist  entirely of
          (1) cash, (2) check,  (3) promissory  note, (4) other Shares which (x)
          in the case of Shares  acquired upon exercise of an Option either have
          been  owned by the  Optionee  for more than six  months on the date of
          surrender  or were not  acquired,  directly  or  indirectly,  from the
          Company,  and (y) have a Fair  Market  Value on the date of  surrender
          equal to the aggregate  exercise  price of the Shares as to which said
          Option  shall  be  exercised,  (5)  delivery  of a  properly  executed
          exercise  notice  together  with  such  other   documentation  as  the

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          Administrator and the broker,  if applicable,  shall require to effect
          an exercise  of the Option and  delivery to the Company of the sale or
          loan  proceeds  required  to  pay  the  exercise  price,  or  (6)  any
          combination  of the  foregoing  methods  of  payment.  In  making  its
          determination  as  to  the  type  of  consideration  to  accept,   the
          Administrator  shall consider if acceptance of such  consideration may
          be reasonably expected to benefit the Company.

9.   Exercise of Option.

     a.   Procedure for Exercise;  Rights as a  Shareholder.  Any Option granted
          hereunder shall be exercisable at such times and under such conditions
          as determined by the  Administrator,  including  performance  criteria
          with  respect  to the  Company  and/or the  Optionee,  and as shall be
          permissible under the terms of the Plan.

          i.   An Option may not be exercised for a fraction of a Share.

          ii.  An Option shall be deemed to be exercised  when written notice of
               such  exercise has been given to the Company in  accordance  with
               the terms of the  Option  Agreement  by the  person  entitled  to
               exercise  the Option and full payment for the Shares with respect
               to  which  the  Option  is  exercised  has been  received  by the
               Company.  Full payment may, as authorized  by the  Administrator,
               consist of any  consideration  and  method of  payment  allowable
               under Section 8(b) of the Plan.  Until the issuance (as evidenced
               by the appropriate entry on the books of the Company or of a duly
               authorized   transfer   agent  of  the   Company)  of  the  stock
               certificate  evidencing such Shares,  no right to vote or receive
               dividends or any other rights as a  shareholder  shall exist with
               respect to the Optioned  Stock,  notwithstanding  the exercise of
               the Option.  The Company shall issue (or cause to be issued) such
               stock  certificate  promptly  upon  exercise  of the  Option.  No
               adjustment  will be made for a dividend  or other right for which
               the  record  date is prior to the date the stock  certificate  is
               issued, except as provided in Section 12 of the Plan.

          iii. Exercise of an Option in any manner shall result in a decrease in
               the number of Shares which thereafter may be available,  both for
               purposes of the Plan and for sale under the Option, by the number
               of Shares as to which the Option is exercised.

     b.   Withholding  Taxes.  Whenever  the Company  proposes or is required to
          issue or transfer  shares of Common Stock under the Plan,  the Company
          shall have the right to require the grantee to remit to the Company an
          amount   sufficient  to  satisfy  any  federal,   state  and/or  local
          withholding tax requirements  prior to the delivery of any certificate
          or certificates for such shares. Alternatively,  the Company may issue
          or transfer  such  shares of Common  Stock net of the number of shares
          sufficient  to  satisfy  the   withholding   tax   requirements.   For
          withholding  tax purposes,  the shares of Common Stock shall be valued
          on the date the withholding obligation is incurred.

     c.   Termination  or Lapse of Options  Issued to  Employees.  The following
          provisions  of this Section 9(c) and Section 9(e) shall apply to every
          Option  unless the Option  Agreement  explicitly  specifies  that such
          provisions  do not  apply  to the  Option  evidenced  by  that  Option
          Agreement. Any portion of an Option which is not otherwise exercisable
          as of the date of an Optionee's  termination  of  employment  with the
          Company  and any  Parent  or  Subsidiary  shall  terminate  and not be
          exercisable.  Any portion of an Option which was exercisable as of the

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          date of  termination  of any  such  employment  shall  be  exercisable
          following such termination of employment only as hereinafter  provided
          in this Section 9(c), subject to Section 9(e).

          i.   Termination of Employment; Generally. In the event of termination
               of an  Optionee's  employment  with the Company and any Parent or
               Subsidiary  under any situation not described in paragraphs 2) or
               3) of this Section 9(c),  the Optionee may exercise any Option to
               the  extent  the  Option  was  exercisable  as  of  the  date  of
               termination of employment  until the earlier of the date which is
               three (3) months after the date of  termination  of employment or
               the  expiration the term of the Option as set forth in the Option
               Agreement,  whereupon the Option shall terminate and no longer be
               exercisable.  For  purposes  of this  paragraph,  a  transfer  of
               employment  relationship  between or among the  Company  and/or a
               related  entity shall not be deemed to  constitute a cessation of
               the  employment  relationship  with  the  Company  or  any of its
               related entities. For purposes of this paragraph, with respect to
               Incentive Stock Options,  employment  shall be deemed to continue
               while the Optionee is on military leave, sick leave or other bona
               fide leave of absence (as determined by the  Administrator).  The
               foregoing  notwithstanding,  employment  shall  not be  deemed to
               continue  beyond  the  first 90 days of such  leave,  unless  the
               Optionee's  reemployment  rights are  guaranteed by statute or by
               contract.

          ii.  Disability  of  Optionee.  In  the  event  of  termination  of an
               Optionee's   employment  with  the  Company  and  any  Parent  or
               Subsidiary  due to  Disability,  the  Optionee  may  exercise any
               Option to the extent the Option was exercisable as of the date of
               termination of employment  until the earlier of the date which is
               twelve  (12)  months  from  the date of such  termination  or the
               expiration  of the term of the  Option as set forth in the Option
               Agreement,  whereupon the Option shall terminate and no longer be
               exercisable.

          iii. Death of Optionee.  In the event of  termination of an Optionee's
               employment  with the  Company and any Parent or  Subsidiary  as a
               result of the death of an  Optionee,  the Option may be exercised
               to the extent the Option was  exercisable as of the date of death
               until the  earlier of the date which is twelve  (12)  months from
               the date of death or the  expiration of the term of the Option as
               set forth in the Option  Agreement,  whereupon  the Option  shall
               terminate and no longer be exercisable.

     d.   Termination of Options  issued to  Consultants.  The  conditions  upon
          which an Option granted to a Consultant  will terminate as a result of
          the Consultants'  termination of services to the Company, whether as a
          result of death,  disability,  voluntary termination,  termination for
          cause,  or  nonrenewal  of  any  consulting  agreement,  shall  be  as
          determined  by the Company and the  Consultant at the time of grant of
          the Option as set forth in the Option Agreement.

     e.   Termination of Options due to Termination  for Cause.  In the event an
          Optionee is  terminated  as an Employee or  Consultant  for cause,  as
          determined by the  Administrator in its sole  discretion,  or breaches
          any agreement with the Company, before or after termination, including
          any  noncompete  covenant,  confidentiality  agreement,  or employment
          agreement,  then any Options  held by the Optionee  shall  immediately

<PAGE>
          terminate.  As used  herein,  "cause"  shall mean  fraud;  dishonesty;
          negligence;  willful misconduct in the performance of a persons duties
          as an Employee or Consultant; commission of a felony; commission of an
          act of moral turpitude (e.g.  theft,  embezzlement and the like) which
          in the good faith  determination of the  Administrator,  is materially
          injurious to the Company or any Parent or  Subsidiary;  inattention to
          or substandard  performance  of duties;  failure to perform a properly
          assigned duty; failure to follow the lawful written policies, rules or
          directives of the Company or any Parent of Subsidiary  which failures,
          in the good faith  determination of the Administrator,  are materially
          injurious to the Company or any Parent or  Subsidiary;  violating  any
          restrictive  covenant  in  favor  of  the  Company  or any  Parent  of
          Subsidiary  or  any  other  material   breach  of  any  employment  or
          consulting agreement with the Company or any Parent or Subsidiary.

     f.   Rule 16b-3. Options granted to persons subject to Section 16(b) of the
          Exchange  Act must  comply  with Rule  16b-3 and  shall  contain  such
          additional  conditions  or  restrictions  as may be  determined by the
          Administrator  to be  required  thereunder  to qualify for the maximum
          exemption  from  Section 16 of the  Exchange  Act with respect to Plan
          transactions.

     g.   Buyout Provisions.  The Administrator may at any time offer to buy out
          for a payment in cash or Shares, an Option previously  granted,  based
          on such terms and conditions as the Administrator  shall establish and
          communicate to the Optionee at the time that such offer is made.

     10.  Non-Transferability  of Options and Stock Purchase Rights. Options and
          Stock   Purchase   Rights   may  not  be  sold,   pledged,   assigned,
          hypothecated,  transferred, or disposed of in any manner other than by
          will or by the laws of descent or  distribution  and may be exercised,
          during the lifetime of the Optionee, only by the Optionee.

     11.  Stock Purchase Rights.

          a.   Rights to Purchase.  Stock  Purchase  Rights may be issued to any
               Employee or Consultant.  After the Administrator  determines that
               it will offer  Stock  Purchase  Rights  under the Plan,  it shall
               advise  the  offeree in  writing  of the  terms,  conditions  and
               restrictions related to the offer, including the number of Shares
               that such person shall be entitled to  purchase,  the price to be
               paid,  and the time  within  which such  person  must accept such
               offer,  which shall in no event  exceed  sixty (60) days from the
               date upon which the Administrator made the determination to grant
               the  Stock  Purchase  Right.  The  offer  shall  be  accepted  by
               execution of a restricted  stock  purchase  agreement in the form
               determined  by  the  Administrator  ("Restricted  Stock  Purchase
               Agreement").  Shares  purchased  pursuant to the grant of a Stock
               Purchase  Right  shall  be  referred  to  herein  as  "Restricted
               Stock").

          b.   Repurchase Option. Unless the Administrator determines otherwise,
               the Restricted Stock Purchase Agreement shall grant the Company a
               repurchase  option  exercisable upon the voluntary or involuntary
               termination of the  purchaser's  employment  with the Company for
               any reason  (including  death or Disability).  The purchase price
               for Shares repurchased  pursuant to the Restricted Stock Purchase
               Agreement  shall be the original  price paid by the purchaser and
               may be paid by cancellation of any  indebtedness of the purchaser
               to the Company. The repurchase option shall lapse at such rate as
               the Administrator may determine.

<PAGE>

          c.   Other Provisions.  The Restricted Stock Purchase  Agreement shall
               contain  such  other  terms,   provisions   and   conditions  not
               inconsistent   with  the  Plan  as  may  be   determined  by  the
               Administrator in its sole discretion. In addition, the provisions
               of Restricted Stock Purchase Agreements need not be the same with
               respect to each purchaser.

          d.   Rights  as a  Shareholder.  Once  the  Stock  Purchase  Right  is
               exercised,  the  purchaser  shall have the rights  equivalent  to
               those of a  shareholder,  and shall be a shareholder  when his or
               her purchase is entered  upon the records of the duly  authorized
               transfer agent of the Company.  No adjustment  will be made for a
               dividend or other right for which the record date is prior to the
               date the Stock Purchase Right is exercised, except as provided in
               Section 12 of the Plan.

12.  Other Awards.

     a.   Other Stock-Based Awards. Other awards,  valued in whole or in part by
          reference to, or otherwise  based on, shares of Stock,  may be granted
          either  alone or in  addition  to or in  conjunction  with any  awards
          described  in this Plan for such  consideration,  if any,  and in such
          amounts  and  having  such  terms  and  conditions  as the  Board  may
          determine.

     b.   Other  Benefits.  The Board  shall have the right to provide  types of
          benefits under the Plan in addition to those  specifically  listed, if
          the Board  believe that such  benefits  would further the purposes for
          which the Plan was established.

13.  Adjustments upon Changes in Capitalization or Change in Control.

     a.   Changes  in  Capitalization.  If the shares of Common  Stock  shall be
          subdivided or combined into a greater or smaller number of shares,  or
          if the  Company  shall  issue any  shares  of Common  Stock as a stock
          dividend  on its  outstanding  Common  Stock,  the number of shares of
          Option  Stock  deliverable  upon the  exercise  of an  Option or Stock
          Purchase   Right  shall  be   appropriately   increased  or  decreased
          proportionately,  and  appropriate  adjustments  shall  be made in the
          purchase price per share to reflect such  subdivision,  combination or
          stock  dividend,  all  as  determined  by  the  Administrator  in  its
          discretion.  Except as expressly  provided herein,  no issuance by the
          Company of shares of stock of any  class,  or  securities  convertible
          into shares of stock of any class,  shall affect, and no adjustment by
          reason  thereof  shall be made with respect to, the number or price of
          shares of Common Stock  subject to an Option,  Stock  Purchase  Right,
          other Stock-based awards, or other benefits. Upon the happening of any
          of the events  described in this  paragraph,  the class and  aggregate
          number  of  shares  set  forth  in  Section  3  hereof  shall  also be
          appropriately adjusted to reflect such events. The Administrator shall
          determine the specific adjustments to be made under this paragraph.

     b.   Change in Control. In the event of (1) a dissolution or liquidation of
          the Company, (2) a merger or consolidation in which the Company is not
          the surviving corporation (other than a merger or consolidation with a
          wholly-owned  subsidiary,  a  reincorporation  of  the  Company  in  a
          different  jurisdiction,  or other  transaction  in which  there is no
          substantial  change  in the  stockholders  of  the  Company  or  their
          relative  stock  holdings and the Options  granted under this Plan are
          assumed,  converted or replaced by the  successor  corporation,  which
          assumption  will be binding on  Optionees),  (3) a merger in which the
          Company is the surviving  corporation but after which the stockholders
          of the  Company  immediately  prior  to such  merger  (other  than any

<PAGE>
          stockholder that merges, or which owns or controls another corporation
          that  merges,  with the  Company  in such  merger)  cease to own their
          shares  or  equity  interests  in  the  Company),   (4)  the  sale  of
          substantially   all  of  the  assets  of  the  Company;   or  (5)  the
          acquisition,  sale,  or transfer  of more than 50% of the  outstanding
          shares of the Company by tender offer or similar  transaction  (any of
          the foregoing shall be referred to as a "Corporate Transaction"),  any
          or all outstanding  Options,  Stock Purchase Rights, other Stock-based
          awards, or other benefits may be assumed, converted or replaced by the
          successor  corporation  (if  any),  which  assumption,  conversion  or
          replacement will be binding on all Optionees. In the alternative,  the
          successor  corporation  may  substitute   equivalent  Options,   Stock
          Purchase Rights other Stock-based awards, or other benefits or provide
          substantially  similar  consideration  to Optionees as was provided to
          stockholders (after taking into account the existing provisions of the
          Options and the Stock  Purchase  Rights).  In the event such successor
          corporation (if any) refuses to assume or substitute such Options,  as
          provided above,  pursuant to a Corporate Transaction described in this
          paragraph,  then any Options, Stock Purchase Rights, other Stock-based
          awards,  or  other  benefits  which  are not  exercised  prior  to the
          consummation   of  the  Corporate   Transaction   shall  terminate  in
          accordance  with  the  provisions  of this  Plan.  In the  event  of a
          Corporate  Transaction,  the Administrator is authorized,  in its sole
          discretion,  but is not  obligated,  to waive any vesting  schedule in
          some or all of the Options,  Stock Purchase Rights,  other Stock-based
          awards,  or other benefits,  such that the vesting of any such Options
          and Stock  Purchase  Rights be  accelerated so that all or part of the
          previously  unvested  portion of such Options,  Stock Purchase Rights,
          other  Stock-based  awards, or other benefits are exercisable prior to
          the  consummation  of such Corporate  Transaction at such times and on
          such  conditions as the  Administrator  determines.  In addition,  the
          Administrator  is  authorized,  but not  obligated,  at the  time  any
          Options,  Stock Purchase Rights,  other  Stock-based  awards, or other
          benefits is granted or  thereafter,  to grant  Optionees  the right to
          receive a cash payment  equal to the  difference  between the exercise
          price of the Options, Stock Purchase Rights, other Stock-based awards,
          or other  benefits and the price per share of the Common Stock paid in
          connection with the Corporate Transaction on such terms and conditions
          that the Administrator may approve at the time.

14.  Time of Granting Options and Stock Purchase Rights. The date of grant of an
     Option,  Stock Purchase Right, other Stock-based  awards, or other benefits
     shall, for all purposes,  be the date on which the Administrator  makes the
     determination  granting such Option or Stock Purchase  Right, or such other
     date as is determined  by the  Administrator.  Notice of the  determination
     shall be given to each  Employee  or  Consultant  to whom an Option,  Stock
     Purchase Right,  other Stock-based  awards, or other benefits is so granted
     within a reasonable time after the date of such grant.

15.  Amendment and Termination of the Plan.

     a.   Amendment  and  Termination.  The Board may at any time amend,  alter,
          suspend  or  discontinue  the  Plan,  but  no  amendment,  alteration,
          suspension  or  discontinuation  shall be made which would  impair the
          rights of any Optionee under any grant theretofore  made,  without his
          or her consent. In addition,  to the extent necessary and desirable to
          comply with Rule 16b-3 under the  Exchange  Act or with Section 422 of
          the Code (or any other  applicable  law or  regulation,  including the

<PAGE>
          requirements  of the  NASD  or an  established  stock  exchange),  the
          Company  shall obtain  shareholder  approval of any Plan  amendment in
          such a manner and to such a degree as required.

     b.   Effect of Amendment or Termination.  Any such amendment or termination
          of the Plan shall not affect  Options,  Stock Purchase  Rights,  other
          Stock-based awards, or other benefits already granted and such Options
          and Stock Purchase  Rights shall remain in full force and effect as if
          this Plan had not been amended or terminated,  unless  mutually agreed
          otherwise between the Optionee and the Administrator,  which agreement
          must be in writing and signed by the Optionee and the Company.

16.  Conditions upon Issuance of Shares.  Shares shall not be issued pursuant to
     the exercise of an Option,  Stock Purchase Right, other Stock-based awards,
     or other  benefits  unless the  exercise of such  Option or Stock  Purchase
     Right and the issuance and delivery of such Shares  pursuant  thereto shall
     comply with all relevant provisions of law, including,  without limitation,
     the  Securities  Act of 1933,  as amended,  the Exchange Act, the rules and
     regulations  promulgated  thereunder,  and the  requirements  of any  stock
     exchange  upon which the  Shares  may then be listed,  and shall be further
     subject to the  approval of counsel for the  Company  with  respect to such
     compliance.  As a condition  to the exercise of an Option,  Stock  Purchase
     Right, other Stock-based  awards, or other benefits the Company may require
     the person  exercising such Option or Stock Purchase Right to represent and
     warrant  at the  time of any  such  exercise  that  the  Shares  are  being
     purchased only for investment and without any present  intention to sell or
     distribute such Shares if, in the opinion of counsel for the Company,  such
     a  representation  is  required  by  any  of  the  aforementioned  relevant
     provisions  of law. The Company  shall be under no obligation to any person
     receiving  an Award under the Plan to register for offering or resale or to
     qualify for exemption  under the Securities  Act, or to register or qualify
     under  state  securities  laws,  any shares of Common  Stock,  security  or
     interest in a security paid or issued under, or created by, the Plan, or to
     continue in effect any such  registrations or  qualifications  if made. The
     Company may issue  certificates for shares with such legends and subject to
     such restrictions or transfer and stop-transfer instructions as counsel for
     the Company deems necessary or desirable for compliance by the Company with
     federal and state securities laws.

17.  Reservation of Shares. The Company,  during the term of this Plan, will, at
     all times,  reserve  and keep  available  such number of Shares as shall be
     sufficient to satisfy the  requirements  of the Plan.  The inability of the
     Company to obtain  authority from any regulatory body having  jurisdiction,
     which  authority is deemed by the Company's  counsel to be necessary to the
     lawful issuance and sale of any Shares hereunder, shall relieve the Company
     of any  liability in respect of the failure to issue or sell such Shares as
     to which such requisite authority shall not have been obtained.

18.  Agreements.  The grant of any Option  shall be evidenced by the Company and
     the Optionee entering into a written  agreement (an "Option  Agreement") in
     such form as the Administrator  shall from time to time approve.  The grant
     of a Stock Purchase Right shall be evidenced by written agreement (a "Stock
     Purchase Right Agreement") in such form as the Administrator  shall approve
     from  time to time.  The  grant  of any  other  Stock-based  award or other
     benefit shall be evidenced in such form as the Administrator  shall approve
     from time to time.

19.  Shareholder Approval.  Continuance of the Plan shall be subject to approval
     by the  shareholders  of the Company  within  twelve (12) months  before or
     after the date the Plan is  adopted.  Such  shareholder  approval  shall be

<PAGE>
     obtained  in the degree  and manner  required  under  applicable  state and
     federal law and the rules of any stock exchange upon which the Common Stock
     is listed.

20.  Information to Optionees and  Purchasers.  The Company shall make available
     to each Optionee and to each individual who acquired Shares pursuant to the
     Plan, during the period such Optionee or purchaser has one or more Options,
     Stock  Purchase  Rights,   other  Stock-based  awards,  or  other  benefits
     outstanding, and, in the case of an individual who acquired Shares pursuant
     to the Plan, during the period such individual owns such Shares,  copies of
     annual financial  statements.  The Company shall not be required to provide
     such  statements  to key  employees  whose  duties in  connection  with the
     Company assure their access to equivalent information.

21.  Certain Tax Matters.

     a.   The Administrator may require the holder of any Option, Stock Purchase
          Right,  Option Stock,  other Stock-based  awards, or other benefits to
          remit to the Company,  regardless of when such  liability  arises,  an
          amount  sufficient  to  satisfy  any  Federal,  state  and  local  tax
          withholding   requirements  associated  with  such  Stock  Right.  The
          Administrator  may,  in its  discretion,  permit the holder of a Stock
          Right to  satisfy  any such  obligation  by having  withheld  from the
          shares (or where  applicable,  cash) to be  delivered to the holder of
          upon exercise of an Option or Stock  Purchase Right a number of shares
          (or,  where  applicable,  amount of cash)  sufficient to meet any such
          withholding requirement.

     b.   If a  Participant  makes an election  under  Section 83(b) of the Code
          with respect to the  acquisition  of any Option Stock,  or disposes of
          Option Stock acquired  pursuant to the exercise of an Incentive  Stock
          Option in a transaction deemed to be a disqualifying disposition under
          Section 421 of the Code, then, within thirty (30) days of such Section
          83(b) election or  disqualifying  disposition,  the Participant  shall
          inform the Company of such actions.

22.  Limitation  on Benefits.  With respect to persons  subject to Section 16 of
     the Exchange Act,  transactions under this Plan are intended to comply with
     all applicable conditions of Rule 16b-3. To the extent any provision of the
     Plan or action by the Compensation  Committee fails to so comply,  it shall
     be  deemed  null  and  void,  to the  extent  permitted  by law and  deemed
     advisable by the Compensation Committee.

23.  Listing and Registration.  If the Corporation  determines that the listing,
     registration  or  qualification  upon any  securities  exchange or upon any
     NASDAQ  system  or under  any law,  of  shares  subject  to any  Option  is
     necessary  or  desirable  as a condition  of, or in  connection  with,  the
     granting  of same or the issue or purchase  of shares  thereunder,  no such
     Option may be  exercised  in whole or in part and no  restrictions  on such
     Option shall lapse,  unless such listing,  registration or qualification is
     effected free of any conditions not acceptable to the Corporation.

24.  Compliance  with  Securities  Laws.  The  Corporation  may  require  that a
     Optionee,  as a condition  to exercise of an Option,  and as a condition to
     the delivery of any share certificate,  provide to the Corporation,  at the
     time of each such exercise and each such delivery, a written representation
     that the Common  Stock being  acquired  shall be  acquired by the  Optionee
     solely  for  investment  and  will  not  be  sold  or  transferred  without
     registration or the  availability of an exemption from  registration  under
     the Securities Act and applicable  state  securities  laws. The Corporation
     may also require that a Optionee submit other written representations which

<PAGE>
     will permit the  Corporation  to comply with federal and  applicable  state
     securities  laws in  connection  with the  issuance  of the  Common  Stock,
     including  representations  as to the knowledge and experience in financial
     and business matters of the Optionee and the Optionee's ability to bear the
     economic risk of the grantee's investment. The Corporation may require that
     the Optionee obtain a "purchaser representative" as that term is defined in
     applicable  federal and state securities  laws. The stock  certificates for
     any shares of Common Stock  issued  pursuant to this Plan may bear a legend
     restricting  transferability  of the  shares of Common  Stock  unless  such
     shares are registered or an exemption from  registration is available under
     the Securities Act and applicable  state  securities  laws. The Corporation
     may  notify its  transfer  agent to stop any  transfer  of shares of Common
     Stock not made in compliance  with these  restrictions.  Common Stock shall
     not be issued with respect to an Option  granted  under the Plan unless the
     exercise of such Option and the issuance and delivery of share certificates
     for such Common  Stock  pursuant  thereto  shall  comply with all  relevant
     provisions of law, including,  without limitation,  the Securities Act, the
     Exchange Act, the rules and  regulations  promulgated  thereunder,  and the
     requirements  of any  national  securities  exchange or NASDAQ  system upon
     which the Common  Stock may then be listed or quoted,  and shall be further
     subject to the approval of counsel for the Corporation with respect to such
     compliance  to the  extent  such  approval  is sought  by the  Compensation
     Committee.

25.  Governing  Law.  The  validity,  construction  and  effect of the Plan,  of
     Options  granted  pursuant  to the  Plan,  and of any  rules,  regulations,
     determinations  or decisions  made by the Board or  Compensation  Committee
     relating to the Plan or such  grants of Options,  and the rights of any and
     all persons having or claiming to have any interest  therein or thereunder,
     shall be determined  exclusively in accordance with applicable federal laws
     and the laws of the State of Nevada, without regard to its conflict of laws
     rules and principles.

26.  Plan Subject to Articles of Incorporation and By-Laws. This Plan is subject
     to the Articles of Incorporation  and By-Laws of the  Corporation,  as they
     may be amended from time to time.

27.  Miscellaneous.

     a.   Upon  receipt of any  shares of Common  Stock  under the Plan,  if the
          Company  requires  its  shareholders  to  enter  into  a  shareholders
          agreement at the time of their acquisition of Common Stock, then, as a
          condition to the receipt of shares under the Plan,  the  Administrator
          may  require  the  holder of an Award to  execute  and  deliver to the
          Company a shareholders  agreement in substantially  the form in use at
          the time of exercise or receipt of shares.  This requirement shall not
          apply if either:  (i) the holder of the Award has previously  executed
          and delivered such shareholder agreement,  it is in effect at the time
          the  holder  of  Award  receives  the  shares,  and  the  shareholders
          agreement would cover the shares received under the Plan; or (ii) such
          shareholders  agreement  is no longer in effect with  respect to other
          holders of Common Stock.

     b.   The  Administrator  may,  in its  discretion,  subject  any  Award  to
          repurchase  rights  provisions.   The  terms  and  conditions  of  any
          repurchase rights will be established by the Administrator in its sole
          discretion  and shall be set forth in the agreement  representing  the
          Award.  To ensure that shares of Common Stock  subject to a repurchase
          right under this Section 22(b) will be available for  repurchase,  the
          Administrator  may  require  the  holder  of an Award to  deposit  the
          certificate  or  certificates  evidencing  such  shares  with an agent

<PAGE>
          designated  by the  Administrator  under the terms and  conditions  of
          escrow and security agreements approved by the Administrator.

     c.   The Administrator may, in its discretion, subject any Award consisting
          of Common Stock to right of first  refusal  provisions.  The terms and
          conditions  of  any  right  of  first  refusal   provisions   will  be
          established by the  Administrator in its sole discretion and set forth
          in the agreement representing the Award.



Adopted as of this 25th day of November 2008.