Royal Mines And Minerals Corp.: Exhibit 10.39 - Filed by newsfilecorp.com






ROYAL MINES AND MINERALS CORP. 

2011 STOCK INCENTIVE PLAN 

Established September 7, 2010 

ARTICLE 1. 
THE PLAN 

1.1      Title 

This plan is entitled the "2011 Stock Incentive Plan" (the
"Plan") of Royal Mines And Minerals Corp., a Nevada corporation (the "Company").


1.2      Purpose 

The purpose of the Plan is to enhance the long-term stockholder
value of the Company by offering opportunities to directors, officers, employees
and eligible consultants of the Company and any Related Company, as defined
below, to acquire and maintain stock ownership in the Company in order to give
these persons the opportunity to participate in the Company's growth and
success, and to encourage them to remain in the service of the Company or a
Related Company.

ARTICLE 2. 
DEFINITIONS

2.1      Definitions 

The following terms will have the following meanings in the
Plan:

"Award" means any Option granted under this Plan.

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

"Cause," unless otherwise defined in the
instrument evidencing the award or in an employment or services agreement
between the Company or a Related Company and a Participant, means a material
breach of the employment or services agreement, dishonesty, fraud, misconduct,
unauthorized use or disclosure of confidential information or trade secrets, or
conviction or confession of a crime punishable by law (except minor violations),
in each case as determined by the Plan Administrator, and its determination
shall be conclusive and binding.

"Code" means the Internal Revenue Code of 1986, as
amended from time to time.

"Common Stock" means the shares of common stock, par
value $0.001 per share, of the Company.

“Consultant” means any consultant, agent, advisor or
independent contractor who provides services to the Company or a Related
Company, but does not include an officer or director of the Company. 

"Consultant Participant" means a Participant who is
defined as a Consultant Participant in Article 5.

"Corporate Transaction," unless otherwise defined in the
instrument evidencing the Award or in a written employment or services agreement
between the Company or a Related Company and a Participant, means consummation
of either:

	(a) 	
      a merger or consolidation of the Company with or into any
      other corporation, entity or person or



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	(b) 	
      a sale, lease, exchange or other transfer in one
      transaction or a series of related transactions of all or substantially
      all the Company's outstanding securities or all or substantially all the
      Company's assets; provided, however, that a Corporate Transaction shall
      not include a Related Party Transaction.



"Disability," unless otherwise defined by the
Plan Administrator, means a mental or physical impairment of the Participant
that is expected to result in death or that has lasted or is expected to last
for a continuous period of twelve (12) months or more and that causes the
Participant to be unable, in the opinion of the Company, to perform his or her
duties for the Company or a Related Company and to be engaged in any substantial
gainful activity.

"Employment Termination Date" means, with respect to a
Participant, the first day upon which the Participant no longer has an
employment or service relationship with the Company or any Related Company.

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

"Fair Market Value" means the per share value of the
Common Stock determined as follows:

	(a) 	
      if the Common Stock is listed on an established stock
      exchange or exchanges or the NASDAQ National Market, the lesser of (i) the
      closing price per share on the date immediately preceding the date of the
      granting of the options; or (ii) the average closing price per share
      during the ten (10) trading days immediately preceding such date on the
      principal exchange on which it is traded or as reported by
  NASDAQ;

	 	 
	(b) 	
      if the Common Stock is not then listed on an exchange or
      the NASDAQ National Market, but is quoted on the NASDAQ Capital Market,
      the OTC Bulletin Board service or the Pink Sheets electronic quotation
      service, the lesser of (i) the closing price per share on the date
      immediately preceding the date of the granting of the options; or (ii) the
      average of the closing bid and ask prices per share for the Common Stock
      as quoted by NASD, the OTC Bulletin Board or the Pink Sheets, as the case
      may be, during the ten (10) trading days immediately preceding such date;
      or

	 	 
	(c) 	
      if there is no such reported market for the Common Stock
      for the date in question, then an amount determined in good faith by the
      Plan Administrator.



"Grant Date" means the date on which the Plan
Administrator completes the corporate action relating to the grant of an Award
or such later date specified by the Plan Administrator, and on which all
conditions precedent to the grant have been satisfied, provided that conditions
to the exercisability or vesting of Awards shall not defer the Grant Date.

"Incentive Stock Option" means an Option granted with
the intention, as reflected in the instrument evidencing the Option, that it
qualify as an "incentive stock option" as that term is defined in Section 422 of
the Code.

"Non-Qualified Stock Option" means an Option other than
  an Incentive Stock Option. 

"Option" means the right to purchase Common Stock granted
  under Article 7. 

"Option Expiration Date" has the meaning set forth in
  Article 7.6.

"Option Term" has the meaning set forth in Article
7.3.

"Participant" means the person to whom an Award is
granted and who meets the eligibility requirements imposed by Article 5,
including Consultant Participants, as defined in Article 5.

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"Plan Administrator" has the meaning set forth in
Article 3.1.

"Related Company" means any entity that, directly or
indirectly, is in control of or is controlled by the Company.

"Related Party Transaction" means: (a) a merger or
consolidation of the Company in which the holders of shares of Common Stock
immediately prior to the merger hold at least a majority of the shares of Common
Stock in the Successor Corporation immediately after the merger; (b) a sale,
lease, exchange or other transaction in one transaction or a series of related
transactions of all or substantially all the Company's assets to a wholly-owned
subsidiary corporation; (c) a mere reincorporation of the Company; or (d) a
transaction undertaken for the sole purpose of creating a holding company that
will be owned in substantially the same proportion by the persons who held the
Company's securities immediately before such transaction.

"Securities Act" means the Securities Act of 1933, as
amended.

"Successor Corporation" has the meaning set forth in
Article 11.3(a) .

"Vesting Commencement Date" means the Grant Date or such
other date selected by the Plan Administrator as the date from which the Option
begins to vest for purposes of Article 7.4.

ARTICLE 3. 
ADMINISTRATION

3.1      Plan Administrator


The Plan shall be administered by the Board or a committee
appointed by, and consisting of two or more members of, the Board (the "Plan
Administrator"). If and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the
members of any committee acting as Plan Administrator, with respect to any
persons subject or likely to become subject to Section 16 of the Exchange Act,
the provisions regarding (a) "outside directors" as contemplated by Section
162(m) of the Code and (b) "non-employee directors" as contemplated by Rule
16b-3 under the Exchange Act. Committee members shall serve for such term as the
Board may determine, subject to removal by the Board at any time. At any time
when no committee has been appointed to administer the Plan, then the Board will
be the Plan Administrator. 

3.2     Administration and
Interpretation by Plan Administrator 

Except for the terms and conditions explicitly set forth in the
Plan, the Plan Administrator shall have exclusive authority, in its discretion,
to determine all matters relating to Awards under the Plan, including the
selection of individuals to be granted Awards, the type of Awards, the number of
shares of Common Stock subject to an Award, all terms, conditions, restrictions
and limitations, if any, of an Award and the terms of any instrument that
evidences the Award. The Plan Administrator shall also have exclusive authority
to interpret the Plan and the terms of any instrument evidencing the Award and
may from time to time adopt and change rules and regulations of general
application for the Plan's administration. The Plan Administrator's
interpretation of the Plan and its rules and regulations, and all actions taken
and determinations made by the Plan Administrator pursuant to the Plan, shall be
conclusive and binding on all parties involved or affected. The Plan
Administrator may delegate administrative duties to such of the Company's
officers as it so determines.

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ARTICLE 4.
STOCK SUBJECT TO THE PLAN 

4.1      Authorized Number of
Shares 

Subject to adjustment from time to time as provided in this
Article 4.1 and in Article 11.1, the maximum aggregate number of shares of
Common Stock available for issuance under the Plan shall be Sixteen Million
Seven Hundred Thousand (16,700,000) shares. At any time after October 31,
2010, and from time to time thereafter, the Board may increase the maximum
aggregate number of shares of Common Stock that may be optioned and sold under
the Plan, provided that the maximum aggregate number of shares of Common Stock
that may be optioned and sold under the Plan shall at no time be greater than
15% of the total number of shares of Common Stock outstanding, less any options
still outstanding under any previous stock option plans. 

4.2      Reuse of Shares 

Any shares of Common Stock that have been made subject to an
Award that cease to be subject to the Award (other than by reason of exercise or
settlement of the Award to the extent it is exercised for or settled in shares)
shall again be available for issuance in connection with future grants of Awards
under the Plan. In the event shares issued under the Plan are reacquired by the
Company pursuant to any forfeiture provision or right of repurchase, such shares
shall again be available for the purposes of the Plan; provided, however, that
the maximum number of shares that may be issued upon the exercise of Awards
shall equal the share number stated in Article 4.1, subject to adjustment from
time to time as provided in Articles 11.1 through 11.6. 

ARTICLE 5. 
ELIGIBILITY 

5.1      Plan Eligibility 

An Award may be granted to any officer, director or employee of
the Company or a Related Company that the Plan Administrator from time to time
selects. An Award may also be granted to any consultant, agent, advisor or
independent contractor who provides services to the Company or any Related
Company (a “Consultant Participant”), so long as such Consultant Participant:
(a) is a natural person; (b) renders bona fide services that are not in
connection with the offer and sale of the Company's securities in a
capital-raising transaction; and (c) does not directly or indirectly promote or
maintain a market for the Company's securities.

ARTICLE 6. 
AWARDS 

6.1      Form and Grant of Awards


The Plan Administrator shall have the authority, in its sole
discretion, to determine the type or types of Awards to be granted under the
Plan. Awards may be granted singly or in combination.

6.2      Settlement of Awards


The Company may settle Awards through the delivery of shares of
Common Stock, the granting of replacement Awards or any combination thereof as
the Plan Administrator shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Plan Administrator shall determine. The Plan Administrator may permit or
require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may 

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include provisions for the payment or crediting of interest, or
dividend equivalents, including converting such credits into deferred stock
equivalents.

ARTICLE 7. 
AWARDS OF OPTIONS 

7.1      Grant of Options 

The Plan Administrator shall have the authority, in its sole
discretion, to grant Options to Participants as Incentive Stock Options or as
Non-Qualified Stock Options, which shall be appropriately designated. 

7.2      Option Exercise Price


The exercise price for shares purchased under an Option shall
be as determined by the Plan Administrator, provided that: 

	(a) 	
      the exercise price for Options granted to Participants
      other than Consultant Participants shall not be less than the minimum
      exercise price required by Article 8.3 with respect to Incentive Stock
      Options and shall not be less than 75% of the Fair Market Value of the
      Common Stock on the Grant Date with respect to Non-Qualified Stock
      Options;

	 	 
	(b) 	
      the exercise price for Options granted to Consultant
      Participants shall not be less than 75% of the Fair Market Value of the
      Common Stock on the Grant Date.



7.3      Term of Options 

Subject to earlier termination in accordance with the terms of
the Plan and the instrument evidencing the Option, the maximum term of an Option
(the "Option Term") shall be as established for that Option by the Plan
Administrator or, if not so established, shall be ten (10) years from the Grant
Date.

7.4      Exercise of Options


The Plan Administrator shall establish and set forth in each
instrument that evidences an Option the time at which, or the installments in
which, the Option shall vest and become exercisable, any of which provisions may
be waived or modified by the Plan Administrator at any time.

The Plan Administrator, in its sole discretion, may adjust the
vesting schedule of an Option held by a Participant who works less than
"full-time" as that term is defined by the Plan Administrator or who takes a
Company-approved leave of absence.

To the extent an Option has vested and become exercisable, the
Option may be exercised in whole or from time to time in part by delivery to the
Company of a written stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised, the
restrictions imposed on the shares purchased under such exercise agreement, if
any, and such representations and agreements as may be required by the Plan
Administrator, accompanied by payment in full as described in Article 7.5. An
Option may be exercised only for whole shares and may not be exercised for less
than a reasonable number of shares at any one time, as determined by the Plan
Administrator.

7.5      Payment of Exercise Price


The exercise price for shares purchased under an Option shall
be paid in full to the Company by the delivery of consideration equal to the
product of the Option exercise price and the number of shares purchased. Such
consideration must be paid before the Company will issue the shares being
purchased 

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and must be delivered in the form of a check or bank draft or
other method of payment or some combination thereof as may be acceptable to the
Plan Administrator for that purchase.

7.6      Post-Termination Exercises


The Plan Administrator shall establish and set forth, in each
instrument that evidences an Option, whether the Option shall continue to be
exercisable, and the terms and conditions of such exercise, if the Participant
ceases to be employed by, or to provide services to, the Company or a Related
Company, which provisions may be waived or modified by the Plan Administrator at
any time. If not so established in the instrument evidencing the Option, the
Option shall be exercisable according to the following terms and conditions,
which may be waived or modified by the Plan Administrator at any time:

	(a) 	 Except as otherwise set forth in this Article
        7.6, any portion of an Option that is not vested and exercisable on the
        Employment Termination Date shall expire on such date.

	 	 	 
	(b) 	 Any portion of an Option that is vested and
        exercisable on the Employment Termination Date shall expire on the earliest
        to occur of:

	 	 	 
		(i) 	 if the Participant's Employment Termination Date occurs
        by reason of retirement, resignation or for any other reasons other than
        for Cause, Disability or death, the day which is thirty (30) days after
        such Employment Termination Date;

	 	 	 
		(ii) 	 if the Participant's Employment Termination Date occurs
        by reason of Disability or death, the day which is six (6) months after
        such Employment Termination Date; and

	 	 	 
		(iii) 	 the last day of the Option Term (the "Option Expiration
        Date").

	 	 	 
		 Notwithstanding the foregoing, if the Participant
        dies after his or her Employment Termination Date, but while an Option
        is otherwise exercisable, the portion of the Option that is vested and
        exercisable on such Employment Termination Date shall expire upon the
        earlier to occur of: (A) the Option Expiration Date, and (B) the day which
        is six (6) months after the date of death, unless the Plan Administrator
        determines otherwise.

	 	 	 
		 Also notwithstanding the foregoing, in case
        of termination of the Participant's employment or service relationship
        for Cause, all Options granted to that Participant shall automatically
        expire upon first notification to the Participant of such termination,
        unless the Plan Administrator determines otherwise. If a Participant's
        employment or service relationship with the Company is suspended pending
        an investigation of whether the Participant shall be terminated for Cause,
        all the Participant's rights under any Option shall likewise be suspended
        during the period of investigation. If any facts that would constitute
        termination for Cause are discovered after the Participant's relationship
        with the Company or a Related Company has ended, any Option then held
        by the Participant may be immediately terminated by the Plan Administrator,
        in its sole discretion.

	 	 	 
	(c) 	 Unless the Plan Administrator determines otherwise,
        upon a termination of the Participant’s status as an employee, officer,
        director or Consultant of the Company or any Related Company (the “Original
        Position”), other than a termination for Cause, death or Disability,
        the Participant shall not be deemed to have ceased to be employed by or
        to have ceased providing services to the Company or any Related Company,
        provided that the Participant acts as an employee, officer, director or
        Consultant of the Company or a Related Company eligible to receive an
        Award under the provisions of Article 5, in another capacity, immediately
        upon the termination of the Original Position.

	 	 	 
	(d) 	 The effect of a Company-approved leave of
        absence on the application of this Article 7 shall be determined by the
        Plan Administrator, in its sole discretion.



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	(e) 	
      If a Participant's employment or service relationship
      with the Company or a Related Company terminates by reason of Disability
      or death, the Option shall become fully vested and exercisable for all the
      shares subject to the Option. Such Option shall remain exercisable for the
      time period set forth in this Article 7.6.



ARTICLE 8.
INCENTIVE STOCK OPTION LIMITATIONS


Notwithstanding any other provisions of the Plan, and to the
extent required by Section 422 of the Code, Incentive Stock Options shall be
subject to the following additional terms and conditions:

8.1      Dollar Limitation 

To the extent the aggregate Fair Market Value (determined as of
the Grant Date) of Common Stock with respect to which Incentive Stock Options
are exercisable for the first time during any calendar year (under the Plan and
all other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Non-Qualified Stock Option. In the
event the Participant holds two or more such Options that become exercisable for
the first time in the same calendar year, such limitation shall be applied on
the basis of the order in which such Options are granted.

8.2      Eligible Employees


Individuals who are not employees of the Company or one of its
parent corporations or subsidiary corporations may not be granted Incentive
Stock Options.

8.3      Exercise Price 

The exercise price of an Incentive Stock Option shall be at
least 100% of the Fair Market Value of the Common Stock on the Grant Date, and
in the case of an Incentive Stock Option granted to a Participant who owns more
than 10% of the total combined voting power of all classes of the stock of the
Company or of its parent or subsidiary corporations (a "Ten Percent
Stockholder"), shall not be less than 110% of the Fair Market Value of the
Common Stock on the Grant Date. The determination of more than 10% ownership
shall be made in accordance with Section 422 of the Code.

8.4      Exercisability 

An Option designated as an Incentive Stock Option shall cease
to qualify for favorable tax treatment as an Incentive Stock Option to the
extent it is exercised (if permitted by the terms of the Option) (a) more than
three (3) months after the Employment Termination Date if termination was for
reasons other than death or disability, (b) more than one (1) year after the
Employment Termination Date if termination was by reason of disability, or (c)
after the Participant has been on leave of absence for more than ninety (90)
days, unless the Participant's reemployment rights are guaranteed by statute or
contract.

8.5      Taxation of Incentive
Stock Options 

In order to obtain certain tax benefits afforded to Incentive
Stock Options under Section 422 of the Code, the Participant must hold the
shares acquired upon the exercise of an Incentive Stock Option for two (2) years
after the Grant Date and one (1) year after the date of exercise. A Participant
may be subject to the alternative minimum tax at the time of exercise of an
Incentive Stock Option. The Participant shall give the Company prompt notice of
any disposition of shares acquired on the exercise of an Incentive Stock Option
prior to the expiration of such holding periods.

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8.6      Code Definitions 

For the purposes of this Article 8, "parent corporation,"
"subsidiary corporation" and "disability" shall have the meanings attributed to
those terms for purposes of Section 422 of the Code.

ARTICLE 9. 
WITHHOLDING 

9.1      General 

The Company may require the Participant to pay to the Company
the amount of any taxes that the Company is required by applicable federal,
state, local or foreign law to withhold with respect to the grant, vesting or
exercise of an Award. The Company shall not be required to issue any shares
Common Stock under the Plan until such obligations are satisfied.

9.2      Payment of Withholding
Obligations in Cash or Shares 

The Plan Administrator may permit or require a Participant to
satisfy all or part of his or her tax withholding obligations by: (a) paying
cash to the Company, (b) having the Company withhold from any cash amounts
otherwise due or to become due from the Company to the Participant, (c) having
the Company withhold a portion of any shares of Common Stock that would
otherwise be issued to the Participant having a value equal to the tax
withholding obligations (up to the employer's minimum required tax withholding
rate), or (d) surrendering any shares of Common Stock that the Participant
previously acquired having a value equal to the tax withholding obligations (up
to the employer's minimum required tax withholding rate to the extent the
Participant has held the surrendered shares for less than six months).

ARTICLE 10. 
ASSIGNABILITY

10.1    Assignment 

Neither an Award nor any interest therein may be assigned,
pledged or transferred by the Participant or made subject to attachment or
similar proceedings other than by will or by the applicable laws of descent and
distribution, and, during the Participant's lifetime, such Awards may be
exercised only by the Participant. Notwithstanding the foregoing, and to the
extent permitted by Section 422 of the Code, the Plan Administrator, in its sole
discretion, may permit a Participant to assign or transfer an Award or may
permit a Participant to designate a beneficiary who may exercise the Award or
receive payment under the Award after the Participant's death; provided,
however, that any Award so assigned or transferred shall be subject to all the
terms and conditions of the Plan and those contained in the instrument
evidencing the Award.

ARTICLE 11. 
ADJUSTMENTS

11.1    Adjustment of Shares 

In the event, at any time or from time to time, a stock
dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to stockholders other than
a normal cash dividend, or other change in the Company's corporate or capital
structure, including, without limitation, a Related Party Transaction, results
in: (a) the outstanding shares of Common Stock, or any securities exchanged
therefor or received in their place, being exchanged for a different number or
kind of securities of the Company or of any other corporation, or (b) new,
different or additional 

8




securities of the Company or of any other corporation being
received by the holders of shares of Common Stock of the Company, then the Plan
Administrator shall make proportional adjustments in: (i) the maximum number and
kind of securities subject to the Plan and issuable as Incentive Stock Options
as set forth in Article 4 and the maximum number and kind of securities that may
be made subject to Awards to any individual as set forth in Article 4.3, and
(ii) the number and kind of securities that are subject to any outstanding Award
and the per share price of such securities, without any change in the aggregate
price to be paid therefor. The determination by the Plan Administrator as to the
terms of any of the foregoing adjustments shall be conclusive and binding.
Notwithstanding the foregoing, a dissolution or liquidation of the Company or a
Corporate Transaction shall not be governed by this Article 11.1 but shall be
governed by Articles 11.2 and 11.3, respectively.

11.2    Dissolution or Liquidation 

To the extent not previously exercised or settled, and unless
otherwise determined by the Plan Administrator in its sole discretion, Options
denominated in units shall terminate immediately prior to the dissolution or
liquidation of the Company. To the extent a forfeiture provision or repurchase
right applicable to an Award has not been waived by the Plan Administrator, the
Award shall be forfeited immediately prior to the consummation of the
dissolution or liquidation.

11.3    Corporate Transaction 

Options 

	(a) 	
      In the event of a Corporate Transaction, except as
      otherwise provided in the instrument evidencing an Option (or in a written
      employment or services agreement between a Participant and the Company or
      Related Company) and except as provided in subsection (b) below, each
      outstanding Option shall be assumed or an equivalent option or right
      substituted by the surviving corporation, the successor corporation or its
      parent corporation, as applicable (the "Successor Corporation").

	 	 
	(b) 	
      If, in connection with a Corporate Transaction, the
      Successor Corporation refuses to assume or substitute for an Option, then
      each such outstanding Option shall become fully vested and exercisable
      with respect to 100% of the unvested portion of the Option. In such case,
      the Plan Administrator shall notify the Participant in writing or
      electronically that the unvested portion of the Option specified above
      shall be fully vested and exercisable for a specified time period. At the
      expiration of the time period, the Option shall terminate, provided that
      the Corporate Transaction has occurred.

	 	 
	(c) 	
      For the purposes of this Article 11.3, the Option shall
      be considered assumed or substituted for if following the Corporate
      Transaction the option or right confers the right to purchase or receive,
      for each share of Common Stock subject to the Option immediately prior to
      the Corporate Transaction, the consideration (whether stock, cash, or
      other securities or property) received in the Corporate Transaction by
      holders of Common Stock for each share held on the effective date of the
      transaction (and if holders were offered a choice of consideration, the
      type of consideration chosen by the holders of a majority of the
      outstanding shares); provided, however, that if such consideration
      received in the Corporate Transaction is not solely common stock of the
      Successor Corporation, the Plan Administrator may, with the consent of the
      Successor Corporation, provide for the consideration to be received upon
      the exercise of the Option, for each share of Common Stock subject
      thereto, to be solely common stock of the Successor Corporation
      substantially equal in fair market value to the per share consideration
      received by holders of Common Stock in the Corporate Transaction. The
      determination of such substantial equality of value of consideration shall
      be made by the Plan Administrator and its determination shall be
      conclusive and binding.

	 	 
	(d) 	
      All Options shall terminate and cease to remain
      outstanding immediately following the Corporate Transaction, except to the
      extent assumed by the Successor Corporation.



9




11.4     Further Adjustment of Awards


Subject to Articles 11.2 and 11.3, the Plan Administrator shall
have the discretion, exercisable at any time before a sale, merger,
consolidation, reorganization, liquidation or change of control of the Company,
as defined by the Plan Administrator, to take such further action as it
determines to be necessary or advisable, and fair and equitable to the
Participants, with respect to Awards. Such authorized action may include (but
shall not be limited to) establishing, amending or waiving the type, terms,
conditions or duration of, or restrictions on, Awards so as to provide for
earlier, later, extended or additional time for exercise, lifting restrictions
and other modifications, and the Plan Administrator may take such actions with
respect to all Participants, to certain categories of Participants or only to
individual Participants. The Plan Administrator may take such action before or
after granting Awards to which the action relates and before or after any public
announcement with respect to such sale, merger, consolidation, reorganization,
liquidation or change of control that is the reason for such action.

11.5    Limitations 

The grant of Awards shall in no way affect the Company's right
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

11.6    Fractional Shares 

In the event of any adjustment in the number of shares covered
by any Award, each such Award shall cover only the number of full shares
resulting from such adjustment.

ARTICLE 12. 
AMENDMENT AND TERMINATION 

12.1    Amendment or Termination of Plan


The Board may suspend, amend or terminate the Plan or any
portion of the Plan at any time and in such respects as it shall deem advisable;
provided, however, that to the extent required for compliance with Section 422
of the Code or any applicable law or regulation, stockholder approval shall be
required for any amendment that would: (a) increase the total number of shares
available for issuance under the Plan, (b) modify the class of employees
eligible to receive Options, or (c) otherwise require stockholder approval under
any applicable law or regulation. Any amendment made to the Plan that would
constitute a "modification" to Incentive Stock Options outstanding on the date
of such amendment shall not, without the consent of the Participant, be
applicable to such outstanding Incentive Stock Options but shall have
prospective effect only.

12.2    Term of Plan 

Unless sooner terminated as provided herein, the Plan shall
terminate ten (10) years after the earlier of the Plan's adoption by the Board
and approval by the stockholders.

12.3    Consent of Participant 

The suspension, amendment or termination of the Plan or a
portion thereof or the amendment of an outstanding Award shall not, without the
Participant's consent, materially adversely affect any rights under any Award
theretofore granted to the Participant under the Plan. Any change or adjustment
to an outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to
Article 11 shall not be subject to these restrictions.

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ARTICLE 13. 
GENERAL 

13.1    Evidence of Awards 

Awards granted under the Plan shall be evidenced by a written
instrument that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not
inconsistent with the Plan.

13.2    No Individual Rights 

Nothing in the Plan or any Award granted under the Plan shall
be deemed to constitute an employment contract or confer or be deemed to confer
on any Participant any right to continue in the employ of, or to continue any
other relationship with, the Company or any Related Company or limit in any way
the right of the Company or any Related Company to terminate a Participant's
employment or other relationship at any time, with or without Cause.

13.3    Issuance of Shares 

Notwithstanding any other provision of the Plan, the Company
shall have no obligation to issue or deliver any shares of Common Stock under
the Plan or make any other distribution of benefits under the Plan unless, in
the opinion of the Company's counsel, such issuance, delivery or distribution
would comply with all applicable laws (including, without limitation, the
requirements of the Securities Act), and the applicable requirements of any
securities exchange or similar entity.

The Company shall be under no obligation to any Participant 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 on 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.

To the extent the Plan or any instrument evidencing an Award
provides for issuance of stock certificates to reflect the issuance of shares of
Common Stock, the issuance may be effected on a noncertificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock
exchange.

13.4    No Rights as a Stockholder 

No Option denominated in units shall entitle the Participant to
any cash dividend, voting or other right of a stockholder unless and until the
date of issuance under the Plan of the shares that are the subject of such
Award.

13.5    Compliance With Laws and Regulations


Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who are
officers or directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other
Participants. Additionally, in interpreting and applying the provisions of the
Plan, any Option granted as an Incentive Stock Option pursuant to the Plan
shall, to the extent permitted by law, be construed as an "incentive stock
option" within the meaning of Section 422 of the Code.

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13.6    Participants in Other Countries


The Plan Administrator shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to
comply with provisions of the laws of other countries in which the Company or
any Related Company may operate to assure the viability of the benefits from
Awards granted to Participants employed in such countries and to meet the
objectives of the Plan.

13.7    No Trust or Fund 

The Plan is intended to constitute an "unfunded" plan. Nothing
contained herein shall require the Company to segregate any monies or other
property, or shares of Common Stock, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any
Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company.

13.8    Severability 

If any provision of the Plan or any Award is determined to be
invalid, illegal or unenforceable in any jurisdiction, or as to any person, or
would disqualify the Plan or any Award under any law deemed applicable by the
Plan Administrator, such provision shall be construed or deemed amended to
conform to applicable laws, or, if it cannot be so construed or deemed amended
without, in the Plan Administrator's determination, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.

13.9    Choice of Law 

The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the laws of the United States,
shall be governed by the laws of the State of Nevada without giving effect to
principles of conflicts of law.

ARTICLE 14. 
EFFECTIVE DATE 

14.1    Effective Date of Plan 

The effective date is the date on which the Plan is adopted by
the Board. If the stockholders of the Company do not approve the Plan within
twelve (12) months after the Board's adoption of the Plan, any Incentive Stock
Options granted under the Plan will be treated as Non-Qualified Stock
Options.

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