**METALLINE
      MINING COMPANY**


**2006
      STOCK OPTION PLAN**





A.  1.  Purposes
      of and Benefits Under the Plan .
      This
      2006 Stock Option Plan (the “Plan”) is intended to encourage stock ownership by
      employees, consultants, officers and directors of Metalline Mining Company
      and
      its controlled, affiliated and subsidiary entities (collectively, the
“Corporation”), so that they may acquire or increase their proprietary interest
      in the Corporation, and is intended to facilitate the Corporation’s efforts to:
      (i) induce qualified persons to become employees, officers and directors
      (whether or not they are employees) and consultants to the Corporation; (ii)
      compensate employees, officers, directors and consultants for services to the
      Corporation; and (iii) encourage such persons to remain in the employ of or
      associated with the Corporation and to put forth maximum efforts for the success
      of the Corporation. It is further intended that options granted by the Committee
      pursuant to Section 6 of this Plan shall constitute “incentive stock options”
(“Incentive Stock Options”) within the meaning of Section 422 of the Internal
      Revenue Code, and the regulations issued thereunder, and options granted by
      the
      Committee pursuant to Section 7 of this Plan shall constitute “non-qualified
      stock options” (“Non-qualified Stock Options”). “Options” means options granted
      pursuant to the provisions of this Plan, whether Incentive Stock Options or
      Non-qualified Stock Options.





2.  Definitions .
      As used
      in this Plan, the following words and phrases shall have the meanings
      indicated:





(a)  “Board”
      shall mean the Board of Directors of the Corporation.





(b)  “Bonus”
      means any Common Stock bonus issued pursuant to the provisions of this
      Plan.





(c)  “Committee”
      shall mean any Committee appointed by the Board to administer this Plan, if
      one
      has been appointed. If no Committee has been appointed, the term “Committee”
shall mean the Board.





(d)  “Common
      Stock” shall mean the Corporation’s $.01 par value common stock.





(e)  “Disability”
      shall mean a Recipient’s inability to engage in any substantial gainful activity
      by reason of any medically determinable physical or mental impairment that
      can
      be expected to result in death or that has lasted or can be expected to last
      for
      a continuous period of not less than 12 months. If the Recipient has a
      disability insurance policy, the term “Disability” shall be as defined
      therein.





(f)  “Fair
      Market Value” per share as of a particular date shall mean the last sale price
      of the Corporation’s Common Stock as reported on a national securities exchange
      or by NASDAQ, or if the quotation for the last sale reported is not available
      for the Corporation’s Common Stock, the average of the closing bid and asked
      prices of the Corporation’s Common Stock as so reported or, if such quotations
      are unavailable, the value determined by the Committee in accordance with its
      discretion in making a bona fide, good faith determination of fair market value.
      Fair Market Value shall be determined without regard to any restriction other
      than a restriction which, by its terms, never will lapse. In the case of Options
      and Bonuses granted at a time when the Corporation does not have a registration
      statement in effect relating to the shares issuable hereunder, the value at
      which the Bonus shares are issued may be determined by the Committee at a
      reasonable discount from Fair Market Value to reflect the restricted nature
      of
      the shares to be issued and the inability of the Recipient to sell those shares
      promptly.




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(g)  “Recipient”
      means any person granted an Option or awarded a Bonus hereunder.





(h)  “Internal
      Revenue Code” shall mean the United States Internal Revenue Code of 1986, as
      amended from time to time (codified as Title 26 of the United States Code)
      and
      any successor legislation.





3.  Administration .





(a)  The
      Plan
      shall be administered by the Committee. The Committee shall have the authority
      in its discretion, subject to and not inconsistent with the express provisions
      of the Plan, to administer the Plan and to exercise all the powers and
      authorities either specifically conferred under the Plan or necessary or
      advisable in the administration of the Plan, including the authority: to grant
      Options and Bonuses; to determine the vesting schedule and other restrictions,
      if any, relating to Options and Bonuses; to determine the purchase price of
      the
      shares of Common Stock covered by each Option (the “Option Price”); to determine
      the persons to whom, and the time or times at which, Options and Bonuses shall
      be granted; to determine the number of shares to be covered by each Option
      or
      Bonus; to determine Fair Market Value per share; to interpret the Plan; to
      prescribe, amend and rescind rules and regulations relating to the Plan; to
      determine the terms and provisions of the Option agreements (which need not
      be
      identical) entered into in connection with Options granted under the Plan;
      and
      to make all other determinations deemed necessary or advisable for the
      administration of the Plan. The Committee may delegate to one or more of its
      members or to one or more agents such administrative duties as it may deem
      advisable, and the Committee or any person to whom it has delegated duties
      as
      aforesaid may employ one or more persons to render advice with respect to any
      responsibility the Committee or such person may have under the
      Plan.





(b)  Options
      and Bonuses granted under the Plan shall be evidenced by duly adopted
      resolutions of the Committee included in the minutes of the meeting at which
      they are adopted or in a unanimous written consent.





(c)  The
      Committee shall endeavor to administer the Plan and grant Options and Bonuses
      hereunder in a manner that is compatible with the obligations of persons subject
      to Section 16 of the U.S. Securities Exchange Act of 1934 (the “1934 Act”),
      although compliance with Section 16 is the obligation of the Recipient, not
      the
      Corporation. Neither the Committee, the Board nor the Corporation can assume
      any
      legal responsibility for a Recipient’s compliance with his obligations under
      Section 16 of the 1934 Act.




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(d)  No
      member
      of the Committee or the Board shall be liable for any action taken or
      determination made in good faith with respect to the Plan or any Option or
      Bonus
      granted hereunder.





4.  Eligibility .





(a)  Subject
      to certain limitations hereinafter set forth, Options and Bonuses may be granted
      to employees (including officers) and consultants to and directors (whether
      or
      not they are employees) of the Corporation or its present or future divisions,
      affiliates and subsidiaries. In determining the persons to whom Options or
      Bonuses shall be granted and the number of shares to be covered by each Option
      or Bonus, the Committee shall take into account the duties of the respective
      persons, their present and potential contributions to the success of the
      Corporation, and such other factors as the Committee shall deem relevant to
      accomplish the purposes of the Plan.





(b)  A
      Recipient shall be eligible to receive more than one grant of an Option or
      Bonus
      during the term of the Plan, on the terms and subject to the restrictions herein
      set forth.





5.  Stock
      Reserved .





(a)  The
      stock
      subject to Options or Bonuses hereunder shall be shares of Common Stock. Such
      shares, in whole or in part, may be authorized but unissued shares or shares
      that shall have been or that may be reacquired by the Corporation. The aggregate
      number of shares of Common Stock as to which Options and Bonuses may be granted
      from time to time under the Plan shall not exceed 5,000,000, subject to
      adjustment as provided in Section 8(i) hereof.





(b)  If
      any
      Option outstanding under the Plan for any reason expires or is terminated
      without having been exercised in full, or if any Bonus granted is forfeited
      because of vesting or other restrictions imposed at the time of grant, the
      shares of Common Stock allocable to the unexercised portion of such Option
      or
      the forfeited portion of the Bonus shall become available for subsequent grants
      of Options and Bonuses under the Plan.




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6.  Incentive
      Stock Options .





(a)  Options
      granted pursuant to this Section 6 are intended to constitute Incentive Stock
      Options and shall be subject to the following special terms and conditions,
      in
      addition to the general terms and conditions specified in Section 8 hereof.
      Only
      employees of the Corporation shall be entitled to receive Incentive Stock
      Options.





(b)  The
      aggregate Fair Market Value (determined as of the date the Incentive Stock
      Option is granted) of the shares of Common Stock with respect to which Incentive
      Stock Options granted under this and any other plan of the Corporation or any
      parent or subsidiary of the Corporation are exercisable for the first time
      by a
      Recipient during any calendar year may not exceed the amount set forth in
      Section 422(d) of the Internal Revenue Code.





(c)  Incentive
      Stock Options granted under this Plan are intended to satisfy all requirements
      for incentive stock options under Section 422 of the Internal Revenue Code
      and
      the Treasury Regulations promulgated thereunder and, notwithstanding any other
      provision of this Plan, the Plan and all Incentive Stock Options granted under
      it shall be so construed, and all contrary provisions shall be so limited in
      scope and effect and, to the extent they cannot be so limited, they shall be
      void.





7.  Non-qualified
      Stock Options .
      Options
      granted pursuant to this Section 7 are intended to constitute Non-qualified
      Stock Options and shall be subject only to the general terms and conditions
      specified in Section 8 hereof.





8.  Terms
      and Conditions of Options .
      Each
      Option granted pursuant to the Plan shall be evidenced by a written Option
      agreement between the Corporation and the Recipient, which agreement shall
      be
      substantially in the form of Exhibit
      A hereto
      as modified from time to time by the Committee in its discretion, and which
      shall comply with and be subject to the following terms and
      conditions:





(a)  Number
      of Shares .
      Each
      Option agreement shall state the number of shares of Common Stock covered by
      the
      Option.





(b)  Type
      of Option .
      Each
      Option Agreement shall specifically identify the portion, if any, of the Option
      which constitutes an Incentive Stock Option and the portion, if any, which
      constitutes a Non-qualified Stock Option.





(c)  Option
      Price .
      Subject
      to adjustment as provided in Section 8 (i) hereof, each Option agreement shall
      state the Option Price, which shall be determined by the Committee subject
      only
      to the following restrictions:





(1)  Each
      Option Agreement shall state the Option Price, which (except as otherwise set
      forth in paragraphs 8(c)(2) and (3) hereof) shall not be less than 100% of
      the
      Fair Market Value per share on the date of grant of the Option.





(2)  Any
      Incentive Stock Option granted under the Plan to a person owning more than
      ten
      percent of the total combined voting power of the Common Stock shall be at
      a
      price of no less than 110% of the Fair Market Value per share on the date of
      grant of the Incentive Stock Option.





(3)  Any
      Non-qualified Stock Option granted under the Plan shall be at a price determined
      and specified by the Board, which price may be
      an amount less than the Fair Market Value per share on the date of grant of
      the
      Non-qualified Stock Option.





(4)  The
      date
      on which the Committee adopts a resolution expressly granting an Option shall
      be
      considered the day on which such option is granted, unless a future date is
      specified in the resolution.




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(d)  Term
      of Option .
      Each
      Option agreement shall state the period during and times at which the Option
      shall be exercisable, in accordance with the following limitations:





(1)  The
      date
      on which the Committee adopts a resolution expressly granting an Option shall
      be
      considered the day on which such Option is granted, unless a future date is
      specified in the resolution, although any such grant shall not be effective
      until the Recipient has executed an Option agreement with respect to such
      Option.





(2)  The
      exercise period of any Option shall not exceed ten years from the date of grant
      of the Option.





(3)  Incentive
      Stock Options granted to a person owning more than ten percent of the total
      combined voting power of the Common Stock of the Corporation shall be for no
      more than five years.





(4)  The
      Committee shall have the authority to accelerate or extend the exercisability
      of
      any outstanding Option at such time and under such circumstances as it, in
      its
      sole discretion, deems appropriate. In any event, no exercise period may be
      so
      extended to increase the term of the Option beyond ten years from the date
      of
      the grant.





(5)  The
      exercise period shall be subject to earlier termination as provided in Sections
      8(f) and 8(g) hereof, and, furthermore, shall be terminated upon surrender
      of
      the Option by the holder thereof if such surrender has been authorized in
      advance by the Committee.





(e)  Method
      of Exercise and Medium and Time of Payment .





(1)  An
      Option
      may be exercised as to any or all whole shares of Common Stock as to which
      it
      then is exercisable, provided, however, that no Option may be exercised as
      to
      less than 100 shares (or such number of shares as to which the Option is then
      exercisable if such number of shares is less than 100).





(2)  Each
      exercise of an Option granted hereunder, whether in whole or in part, shall
      be
      effected by written notice to the Secretary of the Corporation designating
      the
      number of shares as to which the Option is being exercised, and shall be
      accompanied by payment in full of the Option Price for the number of shares
      so
      designated, together with any written statements required by, or deemed by
      the
      Corporation’s counsel to be advisable pursuant to, any applicable securities
      laws.





(3)  The
      Option Price shall be paid in cash, or in shares of Common Stock having a Fair
      Market Value equal to such Option Price, or in property or in a combination
      of
      cash, shares and property and, subject to approval of the Committee, may be
      effected in whole or in part with funds received from the Corporation at the
      time of exercise as a compensatory cash payment.




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(4)  The
      Committee shall have the sole and absolute discretion to determine whether
      or
      not property other than cash or Common Stock may be used to purchase the shares
      of Common Stock hereunder and, if so, to determine the value of the property
      received.





(5)  The
      Recipient shall make provision for the withholding of taxes as required by
      Section 10 hereof.





(f)  Termination .





(1)  Unless
      otherwise provided in the Option Agreement by and between the Corporation and
      the Recipient, if the Recipient ceases to be an employee, officer, director
      or
      consultant of the Corporation (other than by reason of death, Disability or
      retirement), all Options theretofore granted to such Recipient but not
      theretofore exercised shall terminate three months following the date the
      Recipient ceased to be an employee, officer, director or consultant of the
      Corporation, and shall terminate upon the date of termination of employment
      or
      other relationship if discharged for cause.





(2)  Nothing
      in the Plan or in any Option or Bonus granted hereunder shall confer upon an
      individual any right to continue in the employ of or other relationship with
      the
      Corporation or interfere in any way with the right of the Corporation to
      terminate such employment or other relationship between the individual and
      the
      Corporation.





(g)  Death,
      Disability or Retirement of Recipient .
      Unless
      otherwise provided in the Option Agreement by and between the Corporation and
      the Recipient, if a Recipient shall die while an employee, officer, director
      or
      consultant of the Corporation, or within ninety days after the termination
      of
      such Recipient as an employee, officer, director or consultant, other than
      termination for cause, or if the Recipient’s relationship with the Corporation
      shall terminate by reason of Disability or retirement, all Options theretofore
      granted to such Recipient (whether or not otherwise exercisable) unless earlier
      terminated in accordance with their terms, may be exercised by the Recipient
      or
      by the Recipient’s estate or by a person who acquired the right to exercise such
      Options by bequest or inheritance or otherwise by reason of the death or
      Disability of the Recipient, at any time within one year after the date of
      death, Disability or retirement of the Recipient; provided, however, that in
      the
      case of Incentive Stock Options such one-year period shall be limited to three
      months in the case of retirement.





(h)  Transferability
      Restriction .





(1)  Options
      granted under the Plan shall not be transferable other than by will or by the
      laws of descent and distribution or pursuant to a qualified domestic relations
      order as defined by the Internal Revenue Code or Title I of the Employee
      Retirement Income Security Act of 1974, or the rules thereunder. Options may
      be
      exercised during the lifetime of the Recipient only by the Recipient and
      thereafter only by his legal representative.




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(2)  Any
      attempted sale, pledge, assignment, hypothecation or other transfer of an Option
      contrary to the provisions hereof and/or the levy of any execution, attachment
      or similar process upon an Option, shall be null and void and without force
      or
      effect and shall result in a termination of the Option.





(3)  (A)
      As a
      condition to the transfer of any shares of Common Stock issued upon exercise
      of
      an Option granted under this Plan, the Corporation may require an opinion of
      counsel, satisfactory to the Corporation, to the effect that such transfer
      will
      not be in violation of the U.S. Securities Act of 1933, as amended (the “1933
      Act”) or any other applicable securities laws or that such transfer has been
      registered under federal and all applicable state securities laws. (B) Further,
      the Corporation shall be authorized to refrain from delivering or transferring
      shares of Common Stock issued under this Plan until the Committee determines
      that such delivery or transfer will not violate applicable securities laws
      and
      the Recipient has tendered to the Corporation any federal, state or local tax
      owed by the Recipient as a result of exercising the Option or disposing of
      any
      Common Stock when the Corporation has a legal liability to satisfy such tax.
      (C)
      The Corporation shall not be liable for damages due to delay in the delivery
      or
      issuance of any stock certificate for any reason whatsoever, including, but
      not
      limited to, a delay caused by listing requirements of any securities exchange
      or
      any registration requirements under the 1933 Act, the 1934 Act, or under any
      other state, federal or provincial law, rule or regulation. (D) The Corporation
      is under no obligation to take any action or incur any expense in order to
      register or qualify the delivery or transfer of shares of Common Stock under
      applicable securities laws or to perfect any exemption from such registration
      or
      qualification. (E) Furthermore, the Corporation will not be liable to any
      Recipient for failure to deliver or transfer shares of Common Stock if such
      failure is based upon the provisions of this paragraph.





(i)  Effect
      of Certain Changes .





(1)  If
      there
      is any change in the number of shares of outstanding Common Stock through the
      declaration of stock dividends, or through a recapitalization resulting in
      stock
      splits or combinations or exchanges of such shares, the number of shares of
      Common Stock available for Options and the number of such shares covered by
      outstanding Options, and the exercise price per share of the outstanding
      Options, shall be proportionately adjusted by the Committee to reflect any
      increase or decrease in the number of issued shares of Common Stock; provided,
      however, that any fractional shares resulting from such adjustment shall be
      eliminated.





(2)  In
      the
      event of the proposed dissolution or liquidation of the Corporation, or any
      corporate separation or division, including, but not limited to, split-up,
      split-off or spin-off, or a merger or consolidation of the Corporation with
      another corporation, the Committee may provide that the holder of each Option
      then exercisable shall have the right to exercise such Option (at its then
      current Option Price) solely for the kind and amount of shares of stock and
      other securities, property, cash or any combination thereof receivable upon
      such
      dissolution, liquidation, corporate separation or division, or merger or
      consolidation by a holder of the number of shares of Common Stock for which
      such
      Option might have been exercised immediately prior to such dissolution,
      liquidation, corporate separation or division, or merger or consolidation;
      or,
      in the alternative the Committee may provide that each Option granted under
      the
      Plan shall terminate as of a date fixed by the Committee; provided, however,
      that not less than 30 days’ written notice of the date so fixed shall be given
      to each Recipient, who shall have the right, during the period of 30 days
      preceding such termination, to exercise the Option as to all or any part of
      the
      shares of Common Stock covered thereby, including shares as to which such Option
      would not otherwise be exercisable.




7





(3)  Paragraph
      2 of this Section 8 (i) shall not apply to a merger or consolidation in which
      the Corporation is the surviving corporation and shares of Common Stock are
      not
      converted into or exchanged for stock, securities of any other corporation,
      cash
      or any other thing of value. Notwithstanding the preceding sentence, in case
      of
      any consolidation or merger of another corporation into the Corporation in
      which
      the Corporation is the surviving corporation and in which there is a
      reclassification or change (including a change to the right to receive cash
      or
      other property) of the shares of Common Stock (excluding a change in par value,
      or from no par value to par value, or any change as a result of a subdivision
      or
      combination, but including any change in such shares into two or more classes
      or
      series of shares), the Committee may provide that the holder of each Option
      then
      exercisable shall have the right to exercise such Option solely for the kind
      and
      amount of shares of stock and other securities (including those of any new
      direct or indirect parent of the Corporation), property, cash or any combination
      thereof receivable upon such reclassification, change, consolidation or merger
      by the holder of the number of shares of Common Stock for which such Option
      might have been exercised.





(4)  In
      the
      event of a change in the Common Stock of the Corporation as presently
      constituted into the same number of shares with a different **** par
      value, the shares resulting from any such change shall be deemed to be the
      Common Stock of the Corporation within the meaning of the Plan.





(5)  To
      the
      extent that the foregoing adjustments relate to stock or securities of the
      Corporation, such adjustments shall be made by the Committee, whose
      determination in that respect shall be final, binding and conclusive, provided
      that each Incentive Stock Option granted pursuant to this Plan shall not be
      adjusted in a manner that causes such option to fail to continue to qualify
      as
      an Incentive Stock Option within the meaning of Section 422 of the Internal
      Revenue Code.





(6)  Except
      as
      expressly provided in this Section 8(i), the Recipient shall have no rights
      by
      reason of any subdivision or consolidation of shares of stock of any class,
      or
      the payment of any stock dividend or any other increase or decrease in the
      number of shares of stock of any class, or by reason of any dissolution,
      liquidation, merger, or consolidation or spin-off of assets or stock of another
      corporation; and any issue by the Corporation of shares of stock of any class,
      or securities convertible into shares of stock of any class, shall not 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. The grant of an Option
      pursuant to the Plan shall not affect in any way the right or power of the
      Corporation to make adjustments, reclassifications, reorganizations or changes
      of its capital or business structures, or to merge or consolidate, or to
      dissolve, liquidate, or sell or transfer all or any part of its business or
      assets.





(j)  No
      Rights as Shareholder - Non-Distributive Intent .





(1)  Neither
      a
      Recipient of an Option nor such Recipient’s legal representative, heir, legatee
      or distributee, shall be deemed to be the holder of, or to have any rights
      of a
      holder with respect to, any shares subject to such Option until after the Option
      is exercised and the shares are issued.




8





(2)  No
      adjustment shall be made for dividends (ordinary or extraordinary, whether
      in
      cash, securities or other property) or distributions or other rights for which
      the record date is prior to the date such stock certificate is issued, except
      as
      provided in Section 8(i) hereof.





(3)  Upon
      exercise of an Option at a time when there is no registration statement in
      effect under the 1933 Act relating to the shares issuable upon exercise, shares
      may be issued to the Recipient only if the Recipient represents and warrants
      in
      writing to the Corporation that the shares purchased are being acquired for
      investment and not with a view to the distribution thereof and provides the
      Corporation with sufficient information to establish an exemption from the
      registration requirements of the 1933 Act. A form of subscription agreement
      containing representations and warranties deemed sufficient as of the date
      of
      adoption of this Plan is attached hereto as Exhibit
      B .





(4)  No
      shares
      shall be issued upon the exercise of an Option unless and until there shall
      have
      been compliance with any then applicable requirements of the U.S. Securities
      and
      Exchange Commission or any other regulatory agencies having jurisdiction over
      the Corporation.





(k)  Other
      Provisions .
      Option
      Agreements authorized under the Plan may contain such other provisions,
      including, without limitation, (i) the imposition of restrictions upon the
      exercise, and (ii) in the case of an Incentive Stock Option, the inclusion
      of
      any condition not inconsistent with such Option qualifying as an Incentive
      Stock
      Option, as the Committee shall deem advisable.





9.  Grant
      of Stock Bonuses .
      In
      addition to, or in lieu of, the grant of an Option, the Committee may grant
      Bonuses.





(a)  At
      the
      time of grant of a Bonus, the Committee may impose a vesting period of up to
      ten
      years, and such other restrictions which it deems appropriate. Unless otherwise
      directed by the Committee at the time of grant of a Bonus, the Recipient shall
      be considered a shareholder of the Corporation as to the Bonus shares which
      have
      vested in the grantee at any time regardless of any forfeiture provisions which
      have not yet arisen.





(b)  The
      grant
      of a Bonus and the issuance and delivery of shares of Common Stock pursuant
      thereto shall be subject to approval by the Corporation’s counsel of all legal
      matters in connection therewith, including compliance with the requirements
      of
      the 1933 Act, the 1934 Act, other applicable securities laws, rules and
      regulations, and the requirements of any stock exchanges upon which the Common
      Stock then may be listed. Any certificates prepared to evidence Common Stock
      issued pursuant to a Bonus grant shall bear legends as the Corporation’s counsel
      may seem necessary or advisable. Included among the foregoing requirements,
      but
      without limitation, any Recipient of a Bonus at a time when a registration
      statement relating thereto is not effective under the 1933 Act shall execute
      a
      Subscription Agreement substantially in the form of Exhibit
      B .




9





10.  Agreement
      by Recipient Regarding Withholding Taxes .
      Each
      Recipient agrees that the Corporation, to the extent permitted or required
      by
      law, shall deduct a sufficient number of shares due to the Recipient upon
      exercise of the Option or the grant of a Bonus to allow the Corporation to
      pay
      federal, provincial, state and local taxes of any kind required by law to be
      withheld upon the exercise of such Option or payment of such Bonus from any
      payment of any kind otherwise due to the Recipient. The Corporation shall not
      be
      obligated to advise any Recipient of the existence of any tax or the amount
      which the Corporation will be so required to withhold.





11.  Term
      of Plan .
      Options
      and Bonuses may be granted under this Plan from time to time within a period
      of
      ten years from the date the Plan is adopted by the Board.





12.  Amendment
      and Termination of the Plan .





(a)  (1)  Subject
      to the policies, rules and regulations of any lawful authority having
      jurisdiction (including any exchange with which the shares of the Corporation
      are listed for trading), the Board of Directors may at any time, without further
      action by the shareholders, amend the Plan or any Option granted hereunder
      in
      such respects as it may consider advisable and, without limiting the generality
      of the foregoing, it may do so to ensure that Options granted hereunder will
      comply with any provisions respecting stock options in the income tax and other
      laws in force in any country or jurisdiction of which any Option holders may
      from time to time be a resident or citizen, or it may at any time without action
      by shareholders terminate the Plan.





(2)  provided,
      however, that any amendment that would: (A) materially increase the number
      of
      securities issuable under the Plan to persons who are subject to Section 16(a)
      of the 1934 Act; or (B) grant eligibility to a class of persons who are subject
      to Section 16(a) of the 1934 Act and are not included within the terms of the
      Plan prior to the amendment; or (C) materially increase the benefits accruing
      to
      persons who are subject to Section 16(a) of the 1934 Act under the Plan; or
      (D)
      require shareholder approval under applicable state law, the rules and
      regulations of any national securities exchange on which the Corporation’s
      securities then may be listed, the Internal Revenue Code or any other applicable
      law, shall be subject to the approval of the shareholders of the Corporation
      as
      provided in Section 13 hereof.





(3)  provided
      further that any such increase or modification that may result from adjustments
      authorized by Section 8(i) hereof or which are required for compliance with
      the
      1934 Act, the Internal Revenue Code, the Employee Retirement Income Security
      Act
      of 1974, their rules or other laws or judicial order, shall not require such
      approval of the shareholders.




10





(b)  Except
      as
      provided in Section 8 hereof, no suspension, termination, modification or
      amendment of the Plan may adversely affect any Option previously granted, unless
      the written consent of the Recipient is obtained.





13.  Approval
      of Shareholders .
      The
      Plan shall take effect upon its adoption by the Board but shall be subject
      to
      approval at a duly called and held meeting of stockholders in conformance with
      the vote required by the Corporation’s governing documents, resolution of the
      Board, any other applicable law and the rules and regulations thereunder, or
      the
      rules and regulations of any national securities exchange upon which the
      Corporation’s Common Stock is listed and traded, each to the extent
      applicable.





14.  Termination
      of Right of Action .
      Every
      right of action arising out of or in connection with the Plan by or on behalf
      of
      the Corporation or any of its subsidiaries, or by any shareholder of the
      Corporation or any of its subsidiaries against any past, present or future
      member of the Board, or against any employee, or by an employee (past, present
      or future) against the Corporation or any of its subsidiaries, will,
      irrespective of the place where an action may be brought and irrespective of
      the
      place of residence of any such shareholder, director or employee, cease and
      be
      barred by the expiration of three years from the date of the act or omission
      in
      respect of which such right of action is alleged to have risen.





15.  Tax
      Litigation .
      The
      Corporation shall have the right, but not the obligation, to contest, at its
      expense, any tax ruling or decision, administrative or judicial, on any issue
      which is related to the Plan and which the Board believes to be important to
      holders of Options issued under the Plan and to conduct any such contest or
      any
      litigation arising therefrom to a final decision.





16.  Adoption .





(a)  This
      Plan
      was approved by resolution of the Board of Directors of the Corporation on
      May
      1, 2006.





(b)  If
      this
      Plan is not approved by the shareholders of the Corporation within 12 months
      of
      the date the Plan was approved by the Board as required by Section 422(b)(1)
      of
      the Internal Revenue Code, this Plan and any Options granted hereunder to
      Recipients shall be and remain effective, but the reference to Incentive Stock
      Options herein shall be deleted and all Options granted hereunder shall be
      Non-qualified Stock Options pursuant to Section 7 hereof.





17.  Governing
      Law, Consent to Personal Jurisdiction. This
      Plan will be governed by the internal laws of the State of Colorado without
      regard to rules regarding conflicts of laws. Each Recipient consents to the
      personal jurisdiction of the state and federal courts located in Colorado for
      any lawsuit filed there against the Recipient by the Company arising from or
      relating to this Plan. Any controversy or claim arising out of or relating
      to
      this Plan or shall be settled by arbitration in the City and County of Denver,
      Colorado in accordance with the rules then existing of the American Arbitration
      Association and judgment upon the award may be entered in any court having
      jurisdiction thereof.




[End
      of
      Plan]




11


Exhibit
      A





FORM
      OF STOCK OPTION AGREEMENT





STOCK
      OPTION AGREEMENT made as of this ___ day of ____________, ______, by and between
      Metalline Mining Company, a Nevada corporation (the “Corporation”), and
      ________________ __________________________ (the “Recipient”).





In
      accordance with the Corporation’s 2006 Stock Option Plan (the “Plan”), the
      provisions of which are incorporated herein by reference, the Corporation
      desires, in connection with the services of the Recipient, to provide the
      Recipient with an opportunity to acquire shares of the Corporation’s $.01 par
      value common stock (“Common Stock”) on favorable terms and thereby increase the
      Recipient’s proprietary interest in the Corporation and incentive to put forth
      maximum efforts for the success of the business of the Corporation. Capitalized
      terms used but not defined herein are used as defined in the Plan.





NOW,
      THEREFORE, in consideration of the premises and mutual covenants herein set
      forth and other good and valuable consideration, the Corporation and the
      Recipient agree as follows:





1.  Confirmation
      of Grant of Option .
      Pursuant to a determination of the Committee or, in the absence of a Committee,
      by the Board of Directors of the Corporation made on ___________, _____ (the
      “Date of Grant”), the Corporation, subject to the terms of the Plan and of this
      Agreement, confirms that the Recipient has been irrevocably granted on the
      Date
      of Grant, as a matter of separate inducement and agreement, and in addition
      to
      and not in lieu of salary or other compensation for services, a Stock Option
      (the “Option”) exercisable to purchase an aggregate of ______ shares of Common
      Stock on the terms and conditions herein set forth, subject to adjustment as
      provided in Paragraph 8 hereof.





2.  Option
      Price .
      The
      Option Price of shares of Common Stock covered by the Option will be $_____
      per
      share (the “Option Price”) subject to adjustment as provided in Paragraph 8
      hereof.





3.  Vesting
      and Exercise of Option .
      (a)
      Except as otherwise provided herein or in Section 8 of the Plan, the Option **[shall
      vest and become exercisable as follows: (insert vesting schedule), provided,
      however, that no option shall vest or become exercisable unless the Recipient
      is
      an employee of the Corporation on such vesting date/or may be exercised in
      whole
      or in part at any time during the term of the Option.]** (b) The
      Option may not be exercised at any one time as to fewer than 100 shares (or
      such
      number of shares as to which the Option is then exercisable if such number
      of
      shares is less than 100). (c) The Option may be exercised by written notice
      to
      the Secretary of the Corporation accompanied by payment in full of the Option
      Price as provided in Section 8 of the Plan.








4.  Term
      of Option .
      The
      term of the Option will be through __________, ____, subject to earlier
      termination or cancellation as provided in this Agreement. The holder of the
      Option will not have any rights to dividends or any other rights of a
      shareholder with respect to any shares of Common Stock subject to the Option
      until such shares shall have been issued (as evidenced by the appropriate
      transfer agent of the Corporation) upon purchase of such shares through exercise
      of the Option.





5.  Transferability
      Restriction .
      The
      Option may not be assigned, transferred or otherwise disposed of, or pledged
      or
      hypothecated in any way (whether by operation of law or otherwise) except in
      strict compliance with Section 8 of the Plan. Any assignment, transfer, pledge,
      hypothecation or other disposition of the Option or any attempt to make any
      levy
      of execution, attachment or other process will cause the Option to terminate
      immediately upon the happening of any such event; provided, however, that any
      such termination of the Option under the provisions of this Paragraph 5 will
      not
      prejudice any rights or remedies which the Corporation may have under this
      Agreement or otherwise.





6.  Exercise
      Upon Termination .
      The
      Recipient’s rights to exercise this Option upon termination of employment or
      cessation of service as an officer, director or consultant shall be as set
      forth
      in Section 8(f) of the Plan.





7.  Death,
      Disability or Retirement of Recipient .
      The
      exercisability of this Option upon the death, Disability or retirement of the
      Recipient shall be as set forth in Section 8(g) of the Plan.





8.  Adjustments .
      The
      Option shall be subject to adjustment upon the occurrence of certain events
      as
      set forth in Section 8(i) of the Plan.





9.  No
      Registration Obligation .
      The
      Recipient understands that the Option is not registered under the 1933 Act
      and,
      unless by separate written agreement, the Corporation has no obligation to
      so
      register the Option or any of the shares of Common Stock subject to and issuable
      upon the exercise of the Option, although it may from time to time register
      under the 1933 Act the shares issuable upon exercise of Options granted pursuant
      to the Plan. The Recipient represents that the Option is being acquired for
      the
      Recipient’s own account and that unless registered by the Corporation, the
      shares of Common Stock issued on exercise of the Option will be acquired by
      the
      Recipient for investment. The Recipient understands that the Option is, and
      the
      underlying securities may be, issued to the Recipient in reliance upon
      exemptions from the 1933 Act, and acknowledges and agrees that all certificates
      for the shares issued upon exercise of the Option may bear the following legend
      unless such shares are registered under the 1933 Act prior to their issuance:





The
      shares represented by this Certificate have not been registered under the
      Securities Act of 1933 (the “1933 Act”), and are “restricted securities” as that
      term is defined in Rule 144 under the 1933 Act. The shares may not be offered
      for sale, sold or otherwise transferred except pursuant to an effective
      registration statement under the 1933 Act or pursuant to an exemption from
      registration under the 1933 Act, the availability of which is to be established
      to the satisfaction of the Company.




2


The
      Recipient further understands and agrees that the Option may be exercised only
      if at the time of such exercise the underlying shares are registered and/or
      the
      Recipient and the Corporation are able to establish the existence of an
      exemption from registration under the 1933 Act and applicable state or other
      laws.





10.  Notices .
      Each
      notice relating to this Agreement will be in writing and delivered in person
      or
      by certified mail to the proper address. Notices to the Corporation shall be
      addressed to the Corporation, attention: Merlin D. Bingham, President, at such
      address as may constitute the Corporation’s principal place of business at the
      time, with a copy to: Theresa M. Mehringer, Esq., Burns, Figa & Will, P.C.,
      6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, Colorado 80111.
      Notices to the Recipient or other person or persons then entitled to exercise
      the Option shall be addressed to the Recipient or such other person or persons
      at the Recipient’s address below specified. Anyone to whom a notice may be given
      under this Agreement may designate a new address by notice to that effect given
      pursuant to this Paragraph 10.





11.  Approval
      of Counsel .
      The
      exercise of the Option and the issuance and delivery of shares of Common Stock
      pursuant thereto shall be subject to approval by the Corporation’s counsel of
      all legal matters in connection therewith, including compliance with the
      requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended,
      applicable state and other securities laws, the rules and regulations
      thereunder, and the requirements of any national securities exchange(s) upon
      which the Common Stock then may be listed.





12.  Benefits
      of Agreement .
      This
      Agreement will inure to the benefit of and be binding upon each successor and
      assignee of the Corporation. All obligations imposed upon the Recipient and
      all
      rights granted to the Corporation under this Agreement will be binding upon
      the
      Recipient’s heirs, legal representatives and successors.





13.  Effect
      of Governmental and Other Regulations .
      The
      exercise of the Option and the Corporation’s obligation to sell and deliver
      shares upon the exercise of the Option are subject to all applicable federal
      and
      state laws, rules and regulations, and to such approvals by any regulatory
      or
      governmental agency which may, in the opinion of counsel for the Corporation,
      be
      required.





14.  Plan
      Governs .
      In the
      event that any provision in this Agreement conflicts with a provision in the
      Plan, the provision of the Plan shall govern.





15.  Governing
      Law, Consent to Personal Jurisdiction. This
      Plan will be governed by the internal laws of the State of Colorado without
      regard to rules regarding conflicts of laws. Each Recipient consents to the
      personal jurisdiction of the state and federal courts located in Colorado for
      any lawsuit filed there against the Recipient by the Company arising from or
      relating to this Plan. Any controversy or claim arising out of or relating
      to
      this Plan or shall be settled by arbitration in the City and County of Denver,
      Colorado in accordance with the rules then existing of the American Arbitration
      Association and judgment upon the award may be entered in any court having
      jurisdiction thereof.




3





Executed
      in the name and on behalf of the Corporation by one of its duly authorized
      officers and by the Recipient all as of the date first above
      written.




METALLINE
                MINING COMPANYDate ______________, _______
            By:Merlin
              Bingham, President




The
        undersigned Recipient has read and understands the terms of this Option
        Agreement and the attached Plan and hereby agrees to comply
        therewith.





Date ______________, _______Signature
              of RecipientTax ID Number:Address:





4




Exhibit
      B





SUBSCRIPTION
      AGREEMENT





**THE
      SECURITIES BEING ACQUIRED BY THE UNDERSIGNED HAVE NOT BEEN REGISTERED UNDER
      THE
      U.S. SECURITIES ACT OF 1933 OR ANY OTHER LAWS AND ARE OFFERED UNDER EXEMPTIONS
      FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. THESE SECURITIES CANNOT BE SOLD,
      TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
      RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK SUBSCRIPTION AGREEMENT AND
      APPLICABLE SECURITIES LAWS.**





This
      Subscription Agreement is entered for the purpose of the undersigned acquiring
      _____________ shares of the $.01 par value common stock (the “Securities”) of
      Metalline Mining Company, a Nevada corporation (the “Corporation”) from the
      Corporation as a Bonus or pursuant to exercise of an Option granted pursuant
      to
      the Corporation's 2006 Stock Option Plan (the “Plan”). All capitalized terms not
      otherwise defined herein shall be as defined in the Plan.





It
      is
      understood that no grant of any Bonus or exercise of any Option at a time when
      no registration statement relating thereto is effective under the U.S.
      Securities Act of 1933, as amended (the “1933 Act”) can be completed until the
      undersigned executes this Subscription Agreement and delivers it to the
      Corporation, and that such grant or exercise is effective only in accordance
      with the terms of the Plan and this Subscription Agreement.





In
      connection with the undersigned’s acquisition of the Securities, the undersigned
      represents and warrants to the Corporation as follows:





1.  The
      undersigned has been provided with, and has reviewed the Plan, and such other
      information as the undersigned may have requested of the Corporation regarding
      its business, operations, management, and financial condition (all of which
      is
      referred to herein as the “Available Information”).





2.  The
      Corporation has given the undersigned the opportunity to ask questions of and
      to
      receive answers from persons acting on the Corporation’s behalf concerning the
      terms and conditions of this transaction and the opportunity to obtain any
      additional information regarding the Corporation, its business and financial
      condition or to verify the accuracy of the Available Information which the
      Corporation possesses or can acquire without unreasonable effort or
      expense.





3.  The
      Securities are being acquired by the undersigned for the undersigned’s own
      account and not on behalf of any other person or entity.








4.  The
      undersigned understands that the Securities being acquired hereby have not
      been
      registered under the 1933 Act or any state or foreign securities laws, and
      are,
      and unless registered will continue to be, restricted securities within the
      meaning of Rule 144 of the General Rules and Regulations under the 1933 Act
      and
      other statutes, and the undersigned consents to the placement of appropriate
      restrictive legends on any certificates evidencing the Securities and any
      certificates issued in replacement or exchange therefor and acknowledges that
      the Corporation will cause its stock transfer records to note such
      restrictions.





5.  By
      the
      undersigned’s execution below, it is acknowledged and understood that the
      Corporation is relying upon the accuracy and completeness hereof in complying
      with certain obligations under applicable securities laws.





6.  This
      Agreement binds and inures to the benefit of the representatives, successors
      and
      permitted assigns of the respective parties hereto.





7.  The
      undersigned acknowledges that the grant of any Bonus or Option and the issuance
      and delivery of shares of Common Stock pursuant thereto shall be subject to
      prior approval by the Corporation’s counsel of all legal matters in connection
      therewith, including compliance with the requirements of the 1933 Act and other
      applicable securities laws, the rules and regulations thereunder, and the
      requirements of any national securities exchange(s) upon which the Common Stock
      then may be listed.





8.  The
      undersigned acknowledges and agrees that the Corporation has withheld
      ___________ shares for the payment of taxes as a result of the grant of the
      Bonus or the exercise of an Option.





9.  The
      Plan
      is incorporated herein by reference. In the event that any provision in this
      Agreement conflicts with ANY provision in the Plan, the provisions of the Plan
      shall govern.


Date: ______________, ______Signature of RecipientTax
                ID Number:Address:




2