EXHIBIT
10.32

    


    MICROHELIX,
INC.

    2010
STOCK INCENTIVE PLAN

    


    


    ARTICLE
1.  PURPOSE.

     

    microHelix,
Inc. (the "Company") has adopted this 2010 Stock Incentive Plan (this "Plan") in
order to enable the Company to attract and retain highly qualified employees and
directors and to promote a close identity of interests between the Company's
employees, directors and its shareholders through the opportunity to acquire or
increase a proprietary interest in the Company.  The Plan seeks to
achieve this purpose by providing for awards in the form of Options (which may
constitute incentive stock options or nonstatutory stock options) or Restricted
Stock.  Capitalized terms not elsewhere defined have the meanings as
defined in Article 14.

    


    ARTICLE 2.
ADMINISTRATION.

     

    2.1           Committee
Composition. The
Committee shall administer the Plan.  The Committee shall consist
exclusively of two or more Directors of the Company, one of which must be a
non-executive director, who shall be appointed by the Board.  If the
Board has not appointed a Committee, the Board shall administer the Plan, and
all references in the Plan to the Committee shall be deemed to mean the
Board.  In addition, unless otherwise determined by the Board, at all
times that the Company is subject to Section 16 of the Exchange Act, the
composition of the Committee shall satisfy:

    


    (a)           Such
requirements as the Securities and Exchange Commission may establish for
administrators acting under plans intended to qualify for exemption under Rule
16b-3 (or its successor) under the Exchange Act;

     

    (b)           Such
requirements as the Internal Revenue Service may establish for outside directors
acting under plans intended to qualify for exemption under section 162(m)(4)(C)
of the Code (or its successor); and

     

    (c)           Such
requirements as the applicable national securities exchange may establish for
independent directors under its rules (e.g., Nasdaq Rule 5605(a)(2), or its
successor).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.2           Authority
of the Committee. Subject
to the provisions of the Plan, the Committee shall have sole authority, in its
discretion, to determine:  (a) which Employees and Directors shall
receive awards, (b) the time or times when awards shall be granted, (c) the type
or types of awards to be granted, and (d) the number of Shares which may be
issued under each award.  In making such determinations the Committee
may take into account the nature of the services rendered by the respective
individuals, their present and potential contribution to the success of the
Company and its Affiliates, and such other factors as the Committee in its
discretion shall deem relevant.  The Committee shall also have such
additional powers as are delegated to it by the Plan.  Subject to the
express provisions of the Plan, the Committee is authorized to construe the Plan
and the respective agreements executed thereunder, to prescribe such rules and
regulations relating to the Plan as it may deem advisable to carry out the Plan,
and to determine the terms, restrictions and provisions of each award, including
such terms, restrictions and provisions as shall be requisite in the judgment of
the Committee to cause designated Options to qualify as ISOs, and to make all
other determinations necessary or advisable for administering the
Plan.  The Committee may correct any defect or supply any omission or
reconcile any inconsistency in any agreement relating to an award in the manner
and to the extent it shall deem expedient to carry it into
effect.  The determinations of the Committee on the matters referred
to in this Section 2.2 shall be conclusive.  The Committee shall
report all actions taken under the Plan to the Board within a reasonable time
after taking such action.

    


    ARTICLE 3. SHARES
AVAILABLE FOR GRANTS.

     

    3.1           Basic
Limitations. Shares
issued pursuant to the Plan may be authorized but unissued
shares.  The maximum aggregate number of Shares reserved and available
for issuance pursuant to awards under the Plan is 8,783,383, subject to
adjustment pursuant to Section 8.1.  The aggregate number of Shares
with respect to which Options may be granted to any individual Participant
during any calendar year shall not exceed 7,500,000.

    


    3.2           Additional
Shares. If Shares
of Restricted Stock or Shares issued upon the exercise of Options are forfeited,
then such Shares shall again become available for awards under the
Plan.  If Options are forfeited or terminate for any other reason
before being exercised, then the corresponding Shares shall again become
available for awards under the Plan.  If Shares of Restricted Stock
are surrendered to or withheld by the Company to satisfy tax withholding
obligations, such Shares shall again become available for awards under the
Plan.  The foregoing notwithstanding, the aggregate number of Shares
that may be issued under the Plan upon exercise of ISOs shall not be increased
when Restricted Stock or other Shares are forfeited.

    


    ARTICLE 4.
ELIGIBILITY.

     

    4.1           Incentive
Stock Options. Only
Employees shall be eligible for the grant of ISOs.  In addition, an
Employee who owns more than 10% of the total combined voting power of all
classes of outstanding stock of the Company or any of its Parents or
Subsidiaries shall not be eligible for the grant of an ISO unless the
requirements set forth in section 422(c)(5) of the Code are
satisfied.

    


    4.2           Other
Grants. Only
Employees and Directors shall be eligible for the grant of Restricted Stock or
NSOs.

    


    ARTICLE
5. OPTIONS.

     

    5.1           Stock
Option Agreement. Each
grant of an Option under the Plan shall be evidenced
by a Stock Option Agreement between the Optionee and the
Company.  Such Option shall be subject to all applicable terms of the
Plan and may be subject to any other terms that are not inconsistent with the
Plan.  The Stock Option Agreement shall specify whether the Option is
an ISO or a NSO.  Any Option not clearly identified as an ISO shall be
deemed an NSO.  The provisions of the various Stock Option Agreements
entered into under the Plan need not be identical.

     

    
      
        
        

      

      
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    5.2           Number
of Shares; Grant Date. Each
Stock Option Agreement shall specify the grant date, the number of Shares
subject to the Option and shall provide for the adjustment of such number in
accordance with Section 8.1.  The Grant Date shall be the date that
the award was approved by the Committee.

    


    5.3           Exercise
Price. Each
Stock Option Agreement shall specify the Exercise Price; provided that the
Exercise Price under an Option shall in no event be less than 100% of the Fair
Market Value of a Common Share on the date of grant.

    


    5.4           Exercisability
and Term. Each
Stock Option Agreement shall specify the date or event when all or any
installment of the Option is to become exercisable.  The Stock Option
Agreement shall also specify the term of the Option; provided that the term of
an Option shall in no event exceed 10 years from the date of grant.  A
Stock Option Agreement may provide for accelerated exercisability and vesting in
the event of the Optionee's death, Disability or retirement or other events and
may provide for expiration prior to the end of its term in the event of the
termination of the Optionee's Service.  Whether an authorized leave of
absence, military or governmental service, Disability or temporary absence from
employment for any other reason constitutes the termination of employment for
purposes of the Plan shall be conclusively determined by the
Committee.  Unless the Stock Option Agreement evidencing an Option
provides otherwise, the following provisions shall apply in the event of the
Optionee's termination of Service as an Employee or Director:

    


    (a)           In
the event an Optionee's Service terminates for any reason other than because of
retirement, Disability or death, any Option held by the Optionee may be
exercised at any time prior to the expiration date of the Option, or the
expiration of three months after the date of such termination, whichever is the
shorter period, but only if and to the extent the Optionee was entitled to
exercise the Option at the date of such termination.

     

    (b)           In
the event an Optionee's Service terminates for any reason other than because of
Disability or death and the Optionee has obtained age 65 or older as of the date
of such termination, any Option held by the Optionee may be exercised at any
time prior to the original expiration date of the Option, but only if and to the
extent the Optionee was entitled to exercise the Option at the date of such
termination.

     

    (c)           In
the event an Optionee's Service terminates because of Disability, any Option
held by the Optionee may be exercised at any time prior to the expiration date
of the Option or the expiration of one year after the date of such termination,
whichever is the shorter period, but only if and to the extent the Optionee was
entitled to exercise the Option at the date of such termination.

     

    (d)           In
the event of the death of an Optionee while providing Service to the Company or
any Affiliate, such Option shall become immediately exercisable in its entirety
and may be exercised at any time prior to the expiration date of the Option, or
the expiration of one year after the date of such death, whichever is the
shorter period, but only by the person or persons to whom such Optionee's rights
under the Option shall pass by the Optionee's will or by the laws of descent and
distribution of the state or country of domicile at the time of
death.


    
      
         


      

      
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    (e)           The
Committee, at the time of grant or at any time thereafter, may extend the
post-termination expiration periods otherwise applicable to options any length
of time not later than the original expiration date of the Option, and may
increase the portion of the Option that is exercisable and vested, subject to
such terms and conditions as the Committee may determine.

     

    (f)           To
the extent that the Option of any deceased Optionee, or of any Optionee whose
Service terminates, is not exercised within the applicable period, all further
rights to purchase Shares pursuant to such Option shall cease and
terminate.

     

    5.5           Limitation
on ISOs. To the
extent that an aggregate Fair Market Value of Shares with respect to which ISOs
are exercisable for the first time by an Optionee during any calendar year under
the Plan and any other plan of the Company or its Affiliates shall exceed
$100,000, such Option shall be treated as a NSO.  Such Fair Market
Value shall be determined as of the date on which such ISO was
granted.

    


    ARTICLE 6. PAYMENT
FOR OPTION SHARES.

     

    6.1           General
Rule. The
entire Exercise Price of Shares issued upon exercise of Options shall be payable
in cash or cash equivalents at the time when such Shares are purchased, except
as follows:

    


    (a)           In
the case of an ISO granted under the Plan, payment shall be made only pursuant
to the express provisions of the applicable Stock Option
Agreement.  The Stock Option Agreement may specify that payment may be
made in any form(s) described in this Article 6.

     

    (b)           In
the case of an NSO, the Committee may at any time accept payment in any form(s)
described in this Article 6.

     

    6.2           Surrender
of Stock. To the
extent that this Section 6.2 is applicable, all or any part of the Exercise
Price may be paid by surrendering, or attesting to the ownership of, Shares that
are already owned by the Optionee, which have been held and fully paid for by
the Optionee for at least six months prior to the date of such
exercise.  Such Shares shall be valued at their Fair Market Value on
the date when the new Shares are purchased under the Plan.  The
Optionee shall not surrender, or attest to the ownership of, Shares in payment
of the Exercise Price if such action would cause the Company to recognize
compensation expense (or additional compensation expense) with respect to the
Option for financial reporting purposes.

    


    6.3           Exercise/Sale.
To the
extent that this Section 6.3 is applicable and to the extent permitted by
applicable laws, regulations and rules, all or any part of the Exercise Price
and any withholding taxes may be paid by delivering (on a form prescribed by the
Company) an irrevocable direction to a securities broker approved by the Company
to sell all or part of the Shares being purchased under the Plan and to deliver
all or part of the sales proceeds to the Company.


    
      
         


      

      
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    6.4           Exercise/Pledge.
To the
extent that this Section 6.4 is applicable and to the extent permitted by
applicable laws, regulations and rules, all or any part of the Exercise Price
and any withholding taxes may be paid by delivering (on a form prescribed by the
Company) an irrevocable direction to pledge all or part of the Shares being
purchased under the Plan to a securities broker or lender approved by the
Company, as security for a loan, and to deliver all or part of the loan proceeds
to the Company.

    


    6.5           Promissory
Note. To the
extent that this Section 6.5 is applicable, all or any part of the Exercise
Price and any withholding taxes may be paid by delivering (on a form prescribed
by the Company) a full-recourse promissory note.

    


    6.6           Other
Forms of Payment. To the
extent that this Section 6.6 is applicable, all or any part of the Exercise
Price and any withholding taxes may be paid in any other form that is consistent
with applicable laws, regulations and rules.

    


    ARTICLE 7.
RESTRICTED STOCK.

     

    7.1           Restricted
Stock Agreement. Each
grant of Restricted Stock under the Plan shall be evidenced by a Restricted
Stock Agreement between the recipient and the Company.  Such
Restricted Stock shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the
Plan.  The provisions of the various Restricted Stock Agreements
entered into under the Plan need not be identical.

    


    7.2           Payment
for Awards. Subject
to the following sentence, Restricted Stock may be sold or awarded under the
Plan for such consideration as the Committee may determine, including (without
limitation) cash, cash equivalents, full-recourse promissory notes, past
services and future services.

    


    7.3           Vesting
Conditions. Awards of
Restricted Stock may be subject to vesting.  Vesting shall occur, in
full or in installments, upon satisfaction of the conditions specified in the
Restricted Stock Agreement.  A Restricted Stock Agreement may provide
for accelerated vesting in the event of the Participant's death, Disability or
retirement or other events.

    


    7.4           Performance-Based
Awards.  The Committee may grant performance-based awards of
Restricted Stock to employees of the Company.  The number of Shares of
each performance-based award shall be limited to such number of Shares whose
aggregate Fair Market Value, as of the date of the award, does not exceed an
amount equal to the recipient's annual base salary at the time of the
award.  The performance criteria of each performance-based award may
be based upon Company sales or revenue, gross margin, net earnings, or return on
equity or invested capital, or any of such performance criteria, as established
by the Committee at the time of each award.

     

    7.5           Effect of Change in
Control.  The Committee may determine, at the time of granting
Restricted Stock or thereafter, that all or part of such Restricted Stock shall
become vested in the event that a Change in Control occurs with respect to the
Company or in the event that the Participant is subject to an involuntary
termination after a Change in Control.


    
      
         


      

      
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    7.6           Voting
and Dividend Rights. The
holders of Restricted Stock awarded under the Plan shall have the same voting,
dividend and other rights as the Company's other shareholders.  A
Restricted Stock Agreement, however, may require that the holders of Restricted
Stock invest any cash dividends received in additional Restricted
Stock.  Such additional Restricted Stock shall be subject to the same
conditions and restrictions as the award with respect to which the dividends
were paid.

    


    ARTICLE 8.
CORPORATE EVENTS.

     

    8.1           Adjustments.
In the
event of a subdivision of the outstanding Shares, a declaration of a dividend
payable in Shares or in the event of a combination or consolidation of the
outstanding Shares (by reclassification or otherwise) into a lesser number of
Shares, corresponding adjustments shall automatically be made in each of the
following:

    


    (a)           The
number of Options and shares of Restricted Stock available for future awards
under Article 3;

     

    (b)           The
number of Shares covered by each outstanding Option; or

     

    (c)           The
Exercise Price under each outstanding Option.

     

    In the
event of a declaration of an extraordinary dividend payable in a form other than
Shares in an amount that has a material effect on the price of Shares, a
recapitalization, a spin-off, merger, consolidation or a similar occurrence, the
Committee shall make such adjustments as it, in its sole discretion, deems
appropriate, including, but not limited to, the cancellation of outstanding
awards following the provision of notice to Participants and an opportunity to
exercise such award, if applicable.  Except as provided in this
Article 8, a Participant shall have no rights by reason of any issuance by the
Company of stock of any class or securities convertible into stock of any class,
any subdivision or consolidation of shares of stock of any class, the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class.

    


    8.2           Dissolution
or Liquidation. To the
extent not previously exercised Options shall terminate immediately prior to the
dissolution or liquidation of the Company.

    


    8.3           Discretionary
Acceleration of Options Upon Change of Control.

     

    (a)           In
the event of a Change in Control, the Committee may determine that each
outstanding Option shall become immediately exercisable to the full extent
theretofore not exercisable.  Notwithstanding the foregoing, any
Optionee shall be entitled to decline the acceleration of all or any of his or
her Options, if he or she determines that such acceleration may result in
adverse tax consequences to him or her.

     

    (b)           In
the event of:  (i) a merger, exchange or consolidation in which the
Company is not the resulting or surviving corporation (or in which the Company
is the resulting or surviving corporation but becomes a subsidiary of another
corporation); (ii) a transfer of all or substantially all the assets of the
Company; (iii) the transfer of more than 50% of the stock of the Company, or
(iv) the dissolution or liquidation of the Company (each, a "Transaction"), the
Committee shall notify Optionees in writing of the proposed Transaction (the
"Proposal Notice") at least 30 days prior to the effective date of the proposed
Transaction.  The Committee shall, in its sole discretion, and to the
extent possible under the structure of the Transaction, select one of the
following alternatives for treating outstanding Options under the
Plan:


    
      
         


      

      
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    (i)           Outstanding
Options shall be converted into Options to purchase stock in the corporation
that is the surviving or acquiring corporation in the
Transaction.  The amount, type of securities subject thereto and
exercise price of the converted Options shall be determined by the Committee and
based on the exchange rate, if any, used in determining shares of the surviving
corporation to be issued to Optionees of shares of the Company.  If
there is no exchange rate in the Transaction, the Committee shall, in making its
determination, take into account the relative values of the companies involved
in the Transaction and such other factors as it deems relevant.  Such
converted Options shall be fully vested.

     

    (ii)          The
Committee shall provide a 30-day period prior to the consummation of the
Transaction during which outstanding Options may be exercised without any
limitation on exercisability, and upon consummation of such Transaction, all
unexercised Options shall immediately terminate.  If the Committee
elects to provide such 30-day period for the exercise of Options, the Proposal
Notice shall so state.  Optionees, by written notice to the Company,
may exercise their Options and, in so exercising the Options, may condition such
exercise upon, and provide that such exercise shall become effective immediately
prior to, the consummation of the Transaction, in which event Optionees need not
make payment for the Shares to be purchased upon exercise of Options until five
days after written notice by the Company to the Optionees that the Transaction
has been consummated (the "Transaction Notice").  If the Transaction
is consummated, each Option, to the extent not previously exercised prior to the
consummation of the Transaction, shall terminate and cease being exercisable as
of the effective date of such consummation.  If the Transaction is
abandoned, (A) all outstanding Options not exercised shall continue to be
exercisable, to the extent such Options were exercisable prior to the date of
the Proposal Notice, and (B) to the extent that any Options not exercised prior
to such abandonment shall have become exercisable solely by operation of this
Section 8.3, such exercisability shall be deemed annulled, and the
exercisability provisions otherwise in effect shall be reinstituted, as of the
date of such abandonment.

     

    ARTICLE 9. AWARDS
UNDER OTHER PLANS.

     

    The
Company may grant awards under other plans or programs.  Such awards
may be settled in the form of Shares issued under this Plan.  Such
Shares shall, when issued, reduce the number of Shares available under Article
3.

    


    ARTICLE 10.
LIMITATION ON RIGHTS.

     

    10.1         Retention
Rights. Neither
the Plan nor any award granted under the Plan shall be deemed to give any
individual a right to remain an Employee or Director.  The Company and
its Affiliates reserve the right to terminate the Service of any Employee or
Director at any time, with or without cause, subject to applicable laws, the
Company's articles of incorporation and by-laws and a written employment
agreement (if any).


    
      
         


      

      
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    10.2         Shareholders'
Rights. A
Participant shall have no dividend rights, voting rights or other rights as a
shareholder with respect to any Shares covered by his or her award prior to the
time when a stock certificate for such Shares is issued or, if applicable, the
time when he or she becomes entitled to receive such Shares by filing any
required notice of exercise and paying any required Exercise
Price.  No adjustment shall be made for cash dividends or other rights
for which the record date is prior to such time, except as expressly provided in
the Plan.

    


    10.3         Regulatory
Requirements. Any other
provision of the Plan notwithstanding, the obligation of the Company to issue
Shares under the Plan shall be subject to all applicable laws, rules and
regulations and such approval by any regulatory body as may be
required.  The Company reserves the right to restrict, in whole or in
part, the delivery of Shares pursuant to any award prior to the satisfaction of
all legal requirements relating to the issuance of such Shares, to their
registration, qualification or listing or to an exemption from registration,
qualification or listing.

    


    ARTICLE 11.
WITHHOLDING TAXES.

     

    11.1         General.
To the
extent required by applicable federal, state, local or foreign law, a
Participant or his or her successor shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise in
connection with the Plan.  The Company shall not be required to issue
any Shares or make any cash payment under the Plan until such obligations are
satisfied.

    


    11.2         Share
Withholding. To the
extent that applicable law subjects a Participant to tax withholding
obligations, the Committee may permit such Participant to satisfy all or part of
such obligations by having the Company withhold all or a portion of any Shares
that otherwise would be issued to him or her or by surrendering all or a portion
of any Shares that he or she previously acquired.  Such Shares shall
be valued at their Fair Market Value on the date when they are withheld or
surrendered.

    


    ARTICLE 12. PLAN
TERM; AMENDMENT AND TERMINATION.

     

    12.1         Term
of the Plan. The Plan,
as set forth herein, shall become effective as of the date it is adopted by the
Board, and shall remain in effect until it is terminated under Section 12.2,
except that no ISOs shall be granted on or after the 10th anniversary of the
later of (a) the date when the Board adopted the Plan or (b) the date when the
Board adopted the most recent increase in the number of Shares available under
Article 3 that was approved by the Company's shareholders.

    


    12.2         Amendment
or Termination. The Board
may, at any time and for any reason, amend or terminate the Plan.  An
amendment of the Plan shall be subject to the approval of the Company's
shareholders only to the extent required by applicable laws, regulations or
rules or requirements of any applicable governmental authority or listing
organization governing the trading of the Company's stock.  No awards
shall be granted under the Plan after the termination thereof.  The
termination of the Plan, or any amendment thereof, shall not affect any award
previously granted under the Plan.


    
      
         


      

      
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    The
Committee may amend the terms of any award theretofore granted (and the award
agreement with respect thereto), prospectively or retroactively, but subject to
Section 11.1 of the Plan, no such amendment shall impair the rights of any
Participant without his or her consent and no such amendment may effect a
repricing of any award without approval of the Company's
shareholders.

    


    ARTICLE 13.
LIMITATION ON CHANGE IN CONTROL PAYMENTS.

     

    13.1         Scope
of Limitation. This
Article 13 shall apply to an award only if:

    


    (a)           The
independent auditors most recently selected by the Board (the "Auditors")
determine that the after-tax value of such award to the Participant, taking into
account the effect of all federal, state and local income taxes, employment
taxes and excise taxes applicable to the Participant (including the excise tax
under section 4999 of the Code), will be greater after the application of this
Article 13 than it was before the application of this Article 13;
or

     

    (b)           The
Committee, at the time of making an award under the Plan or at any time
thereafter, specifies in writing that such award shall be subject to this
Article 13 (regardless of the after-tax value of such award to the
Participant).

     

    If this
Article 13 applies to an award, it shall supersede any contrary provision of the
Plan or of any award granted under the Plan.

    


    13.2         Basic
Rule. In the
event that the Auditors determine that any payment or transfer by the Company
under the Plan to or for the benefit of a Participant (a "Payment") would be
nondeductible by the Company for federal income tax purposes because of the
provisions concerning "excess parachute payments" in section 280G of the Code,
then the aggregate present value of all Payments shall be reduced (but not below
zero) to the Reduced Amount.  For purposes of this Article 13, the
"Reduced Amount" shall be the amount, expressed as a present value, which
maximizes the aggregate present value of the Payments without causing any
Payment to be nondeductible by the Company because of section 280G of the
Code.

    


    13.3         Reduction
of Payments. If the
Auditors determine that any Payment would be nondeductible
by the Company because of section 280G of the Code, then the Company shall
promptly give the Participant notice to that effect and a copy of the detailed
calculation thereof and of the Reduced Amount, and the Participant may then
elect, in his or her sole discretion, which and how much of the Payments shall
be eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall advise the Company in
writing of his or her election within 10 days of receipt of
notice.  If no such election is made by the Participant within such
10-day period, then the Company may elect which and how much of the Payments
shall be eliminated or reduced (as long as after such election the aggregate
present value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election.  For purposes of this Article
13, present value shall be determined in accordance with section 280G(d)(4) of
the Code.  All determinations made by the Auditors under this Article
13 shall be binding upon the Company and the Participant and shall be made
within 60 days of the date when a Payment becomes payable or
transferable.  As promptly as practicable following such determination
and the elections hereunder, the Company shall pay or transfer to or for the
benefit of the Participant such amounts as are then due to him or her under the
Plan and shall promptly pay or transfer to or for the benefit of the Participant
in the future such amounts as become due to him or her under the
Plan.

     

    
      
        
        

      

      
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    13.4         Overpayments
and Underpayments. As a
result of uncertainty in the application of section 280G of the Code at the time
of an initial determination by the Auditors hereunder, it is possible that
Payments will have been made by the Company which should not have been made (an
"Overpayment") or that additional Payments which will not have been made by the
Company could have been made (an "Underpayment"), consistent in each case with
the calculation of the Reduced Amount hereunder.  In the event that
the Auditors, based upon the assertion of a deficiency by the Internal Revenue
Service against the Company or the Participant that the Auditors believe has a
high probability of success, determine that an Overpayment has been made, the
Participant shall repay such Overpayment to the Company; provided, however, that
no amount shall be payable by the Participant to the Company if and to the
extent that such payment would not reduce the amount that is subject to taxation
under section 4999 of the Code.  In the event that the Auditors
determine that an Underpayment has occurred, such Underpayment shall promptly be
paid or transferred by the Company to or for the benefit of the Participant,
together with interest at the applicable federal rate provided in section
7872(f)(2) of the Code.

    


    13.5         Related
Corporations. For
purposes of this Article 13, the term "Company" shall include affiliated
corporations to the extent determined by the Auditors in accordance with section
280G(d)(5) of the Code.

    


    ARTICLE 14.
DEFINITIONS.

     

    14.1         "Affiliate"
means any Parent or Subsidiary.

     

    14.2         "Board"
means the Company's Board of Directors.

     

    14.3         "Change
in Control" means:

     

    (a)           A
change in control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
pursuant to the Exchange Act as in effect on the date this Plan was initially
adopted; provided that, without limitation, such a change in control shall be
deemed to have occurred at such time as any person hereafter becomes the
"beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of 30 percent or more of the combined voting power
of the Company's voting securities; or

     

    (b)           During
any period of 12 consecutive calendar months, individuals who at the beginning
of such period constitute the Board cease for any reason to constitute at least
a majority thereof unless the election, or the nomination for election, by the
Company's shareholders of each new Director was approved by a vote of at least a
majority of the Directors then still in office who were Directors at the
beginning of the period; or


    
      
         


      

      
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    (c)           There
shall be consummated (i)  any consolidation, merger or exchange
involving the Company in which the Company is not the continuing or surviving
corporation or pursuant to which voting securities would be converted into cash,
securities, or other property, other than a merger of the Company in which the
holders of voting securities immediately prior to the merger have the same, or
substantially the same, proportionate ownership of common stock of the surviving
corporation immediately after the merger, or (ii) any sale, lease, exchange, or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company, or

     

    (d)           Approval
by the shareholders of the Company of any plan or proposal for the liquidation
or dissolution of the Company.

     

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

     

    14.5         "Committee"
means the compensation committee of the Board, which is composed of Directors as
described in Article 2.

     

    14.6         "Company"
means microHelix, Inc. an Oregon corporation.

     

    14.7         "Director"
means a member of the Board.

     

    14.8         "Disability"
means the condition of being permanently disabled within the meaning of Code
Section 22(e)(3), namely being unable to engage in any substantial gainful
employment be reason of any medically determinable physical or mental impairment
which can be expected to result in death or which can be expected to last for a
continuous period of not less than 12 months.

     

    14.9         "Employee"
means a common-law employee of the Company or an Affiliate.

     

    14.10      
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     

    14.11       "Exercise
Price" means the amount for which one Share may be purchased upon exercise of
such Option, as specified in the applicable Stock Option Agreement.

     

    14.12       "Fair
Market Value" means the closing or last sale price of the common stock on the
primary exchange for the common stock (as determined by the Board of Directors)
or reported by such quotation system on the trading day immediately preceding
the date of grant (or, if no shares were traded on such day, as of the next
preceding day on which there was such a trade), if the Company's common stock is
listed or admitted to unlisted trading privileges on any national securities
exchange, or is not so listed or admitted but transactions in the common stock
are reported on an inter-dealer quotation system.  In the event common
stock is not publicly traded at the time a determination of its value is
required to be made hereunder, the determination of its fair market value shall
be made by the Committee in such manner as it deems appropriate.

     

    14.13       "ISO"
means an incentive stock option described in section 422(b) of the
Code.

     

    14.14       "NSO"
means a stock option not described in sections 422 or 423 of the
Code.


    
      
         


      

      
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    14.15      
"Option" means an ISO or NSO granted under the Plan and entitling the holder to
purchase Shares.

     

    14.16       "Optionee"
means an individual or estate who holds an Option.

     

    14.17       "Parent"
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such
chain.  A corporation that attains the status of a Parent on a date
after the adoption of the Plan shall be considered a Parent commencing as of
such date.

     

    14.18       "Participant"
means an individual or estate who holds an award.

     

    14.19       "Plan"
means this 2010 Stock Incentive Plan, as amended from time to time.

     

    14.20       "Restricted
Stock" means Shares awarded under the Plan.

     

    14.21       "Restricted
Stock Agreement" means the agreement between the Company and the recipient of a
Restricted Stock award that contains the terms, conditions and restrictions
pertaining to such Restricted Stock.

     

    14.22       "Service"
means service as an Employee or Director.

     

    14.23       "Share"
or "Shares" means one or more shares of the Common Stock of the Company,
including any stock into which the Common Stock may be converted into in the
future.

     

    14.24       "Stock
Option Agreement" means the agreement between the Company and an Optionee that
contains the terms, conditions and restrictions pertaining to his or her
Option.

     

    14.25       "Subsidiary"
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.  A corporation that attains the status of
a Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.

     

    
      
        
        

      

      
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