**METALLINE
      MINING COMPANY**


**2000
      EQUITY INCENTIVE PLAN**





**ARTICLE
      I**


**ESTABLISHMENT
      AND TERM**





**Section
      1.01 Establishment; Definitions.** This
      Plan was adopted by the Board on December 22, 2000 to become effective on
      December 22, 2000. All capitalized terms used in this Plan are defined in
      Appendix A attached to the Plan.





**Section
      1.02 Term.** The
      Board may suspend or terminate the Plan at any time. Unless sooner terminated,
      the Plan shall terminate on December 21, 2010, which shall be within ten (10)
      years from the date the Plan is adopted by the Board or approved by the
      stockholders of the Company, whichever is earlier. No Equity Awards may be
      granted under the Plan while the Plan is suspended or after it is terminated.
      Rights and obligations under any Equity Award granted while the Plan is in
      effect shall not be impaired by suspension or termination of the Plan, except
      with the consent of the person to whom the Equity Award was
      granted.





**ARTICLE
      II**


**STRUCTURE
      AND PURPOSE**





**Section
      2.01 Structure of Plan.** The
      Equity Awards issued under the Plan shall be either, in the discretion of the
      Board, (a) Options granted pursuant to Article VI of the Plan, including
      Incentive Stock Options and Non-statutory Stock Options, or (b) Stock bonuses
      or
      restricted Stock awards granted pursuant to Article VII of the Plan. All Options
      shall be designated as Incentive Stock Options or Non-statutory Stock Options
      at
      the time of grant.





**Section
      2.02 Purpose.** The
      purpose of the Plan is to promote the interests of the Company by aligning
      the
      interests of selected eligible persons under the Plan with the interests of
      the
      stockholders of the Company and by providing to such persons an opportunity
      to
      obtain the benefits from ownership of the Company's Stock through the granting
      to such persons of Equity Awards. The Company, through the use of the Plan,
      seeks to attract and retain the services of Employees, Directors and
      Consultants, and to provide incentives for such persons to exert maximum efforts
      for the success of the Company and its Affiliates.





**ARTICLE
      III**


**ADMINISTRATION**





**Section
      3.01 Board; Delegation to Committee.** The
      Board shall administer the Plan unless and until the Board delegates
      administration to a Committee. The Board may delegate administration of the
      Plan
      to a Committee composed of one or more members of the Board. In the discretion
      of the Board, the Committee may consist solely of Outside Directors. If
      administration is delegated to a Committee, the Committee shall have, in
      administering the Plan, all of the powers that were possessed by the Board
      prior
      to such delegation, subject, however, to such resolutions, not inconsistent
      with
      the provisions of the Plan, as may be adopted from time to time by the Board.
      If
      administration is delegated to a Committee, all references in this Plan to
      the
      Board shall thereafter be to the Committee. The Board may abolish the Committee
      at any time and revest in the Board the administration of the Plan.





**Section
      3.02 Administration.** The
      Board shall have the power, consistent with the express provisions of the
      Plan:





(a)
            To
                determine from time to time which of the eligible persons under the
                Plan
                shall be granted Equity Awards;









(b)
            To
                determine whether an Equity Award shall be an Incentive Stock Option,
                a
                Non-statutory Stock Option, a Stock bonus, a right to purchase restricted
                Stock, or a combination of the
                foregoing;





(c)
            To
                determine how and when each Equity Award shall be granted, the provisions
                of each Equity Award granted including the time or times when a person
                shall be permitted to receive Stock pursuant to an Equity Award,
                and the
                number of shares with respect to which an Equity Award shall be granted
                to
                each such person;





(d)
            To
                construe and interpret the Plan and Equity Awards granted under it,
                and to
                establish, amend and revoke rules and regulations for the Administration
                of such Plan and Equity Awards;





(e)
            To
                correct any defect, omission or inconsistency in the Plan or in any
                Equity
                Award Agreement, in a manner and to the extent it shall deem necessary
                or
                expedient to make the Plan fully
                effective;





(f)
            To
                amend the Plan or an Equity Award as provided in Article
                XI;





(g)
            Generally,
                to exercise such powers and to perform such acts as the Board deems
                necessary or expedient to promote the best interests of the Company
                that
                are not in conflict with the provisions of the
                Plan.





**ARTICLE
      IV**


**ELIGIBILITY**





**Section
      4.01 Persons Eligible for Equity Awards.** Incentive Stock Options may be granted only to Employees. Equity Awards other
      than Incentive Stock Options may be granted only to Employees, Directors, or
      Consultants.





**Section
      4.02 Other Limitations.** Subject
      to the provisions of Article VIII relating to adjustments upon changes in Stock,
      no person shall be eligible to be granted Equity Awards covering more than
      250,000 shares of Stock in any calendar year.





**ARTICLE
      V**


**SHARES
      SUBJECT TO THE PLAN**





**Section
      5.01** Subject
      to the provisions of Article VIII relating to adjustments upon changes in Stock,
      no more than 1,000,000 shares of Stock may be issued pursuant to Equity Awards.
      If any Equity Award shall for any reason expire or otherwise terminate, in
      whole
      or in part, without having been exercised in full, the Stock not acquired under
      such Equity Award shall revert to and again become available for issuance under
      the Plan. The Stock subject to the Plan may be unissued shares or reacquired
      shares, bought on the market or otherwise.










**ARTICLE
      VI**


**TERMS
      OF OPTIONS**





**Section
      6.01 Form of Option.** Subject
      to the provisions of the Plan, each Option shall be in such form and shall
      contain such terms and conditions as the Board shall determine. The provisions
      of separate Options need not be identical.





**Section
      6.02 Term.** No
      Option shall be exercisable after the expiration of ten (10) years from the
      date
      it was granted.





**Section
      6.03 Exercise Price.** The
      exercise price of each Incentive Stock Option shall be not less than one hundred
      percent (100%) of the Fair Market Value of the Stock subject to the Option
      on
      the date the Option is granted. The exercise price of each Non-statutory Stock
      Option shall be the exercise price determined by the Board of Directors.
      Notwithstanding the foregoing, an Option (whether an Incentive Stock Option
      or a
      Non-statutory Stock Option) may be granted with an exercise price lower than
      that otherwise provided in this Section 6.03 if such Option is granted pursuant
      to an assumption or substitution for another option in a manner satisfying
      the
      provisions of Section 424(a) of the Code.





**Section
      6.04 Payment.** The
      purchase price of Stock acquired pursuant to an Option shall be paid, to the
      extent permitted by applicable statutes and regulations, either (a) in cash
      at
      the time the Option is exercised, or (b) at the discretion of the Board or
      the
      Committee, determined at the time of the grant of the Option, (1) by delivery
      to
      the Company of other equity securities of the Company, (2) according to a
      deferred payment or other arrangement with the person to whom the Option is
      granted or to whom the Option is transferred pursuant to Section 6.05, (3)
      in
      any other form of legal consideration that may be acceptable to the Board,
      or
      (4) any combination of the foregoing.





**Section
      6.05 Transferability.** An
      Incentive Stock Option shall not be transferable except by will or by the laws
      of descent and distribution, and shall be exercisable during the lifetime of
      the
      person to whom the Incentive Stock Option is granted only by such person. Unless
      otherwise provided in the Equity Award Agreement, a Non-statutory Stock Option
      shall not be transferable except by will or by the laws of descent and
      distribution or pursuant to a qualified domestic relations order.





**Section
      6.06 Vesting.** The
      total number of shares of Stock subject to an Option may, but need not, be
      allotted in periodic installments (which may, but need not, be equal). The
      Option may be subject to such other terms and conditions on the time or times
      when it may be exercised (which may be based on performance or other criteria)
      as the Board may deem appropriate.





**Section
      6.07 Termination of Employment or Relationship as a Director or
      Consultant** .
      Unless
      otherwise provided in the Equity Award Agreement relating to an Option, in
      the
      event of a Termination (other than upon the Optionee’s death or Disability), the
      Optionee may exercise his or her Option (to the extent that the Optionee was
      entitled to exercise it at the date of Termination) but only within such period
      of time ending on the earlier of (a) the date that is [thirty (30) days] after
      the date of Termination, or (b) the expiration of the term of the Option as
      set
      forth in the Equity Award Agreement.









**Section
      6.08 Disability of Optionee.** Unless
      otherwise provided in the Equity Award Agreement relating to an Option, in
      the
      event of a Termination as a result of the Optionee’s Disability, the Optionee
      may exercise his or her Option (to the extent that the Optionee was entitled
      to
      exercise it at the date of Termination), but only within such period of time
      ending on the earlier of (a) the date six (6) months after the date of
      Termination, or (b) the expiration of the term of the Option as set forth in
      the
      Equity Award Agreement.





**Section
      6.09 Death of Optionee.** Unless
      otherwise provided in the Equity Award Agreement relating to an Option, in
      the
      event of a Termination as a result of the Optionee’s death, the Option may be
      exercised (to the extent the Optionee was entitled to exercise it at the date
      of
      Termination) by the Optionee’s estate or by a person who acquired the right to
      exercise the Option by bequest or inheritance, but only within the period ending
      on the earlier of (a) the date twelve (12) months after the date of Termination,
      or (b) the expiration of the term of the Option as set forth in the Equity
      Award
      Agreement.





**Section
      6.10 Incentive Stork Option Limitations.** The
      following limitations shall apply to a grant of an Incentive Stock
      Option:





(a)
            If,
                at the time of the grant of an Incentive Stock Option, the Optionee
                owns
                (or is deemed to own pursuant to Section 424(d) of the Code) equity
                securities possessing more than ten percent (10%) of the total combined
                voting power of all classes of equity securities of the Company or
                of any
                of its Affiliates, the exercise price of such Incentive Stock Option
                shall
                be at least one-hundred and ten percent (110%) of the Fair Market
                Value of
                such Stock on the date of grant and the Incentive Stock Option shall
                terminate on the date that is within five (5) years after the date
                of
                grant.





(b)
            If
                the aggregate Fair Market Value (determined at the time of grant)
                of Stock
                with respect to which Incentive Stock Options are exercisablefor
                the first time by the Optionee during any calendar year under all
                plans of
                the Company and its Affiliates exceeds one-hundred thousand dollars
                ($100,000), the Options or portions thereof that exceed such limit
                (according to the order in which they were granted) shall be treated
                as
                Non-statutory Stock Options.





**Section
      6.11 Re-Load Options.** The
      Board may, in its discretion, include as part of any Equity Award Agreement
      relating to an Option a provision entitling the Optionee to a further Option
      in
      the event the to Optionee
      exercises the Option, in whole or in part, by surrendering other shares of
      Stock
      in accordance with this Plan and the terms and conditions of the Equity Award
      Agreement. Any such Re-Load Option (a) shall be for a number of shares equal
      to
      the number of shares surrendered as part or all of the exercise price of such
      Option, (b) shall have the same expiration date as the original Option, and
      (c)
      shall have an exercise price equal to one-hundred percent (100%) of the Fair
      Market Value of the Stock subject to the Re-Load Option on the date of exercise
      of the original Option. Any such Re-Load Option may be an Incentive Stock Option
      or a Non-statutory Stock Option, as the Board or Committee may designate at
      the
      time of the grant of the original Option, provided, however, that if a Re-Load
      Option is granted as an Incentive Stock Option, the terms of such Re-Load Option
      shall be subject to the provisions of Section 6.10 hereof. There shall be no
      Re-Load Options on a Re-Load Option. Any such Re-Load Option shall be subject
      to
      the availability of sufficient shares under Article V and shall be subject
      to
      such other terms and conditions as the Board may determine that are not
      inconsistent with the express provisions of the Plan.









**Section
      6.12 Cancellation and Regrant.** The
      Board shall have the authority to effect, at any time and from time to time,
      (a)
      the repricing of any outstanding Options under the Plan, or (b) with the consent
      of the affected holders of Options, the cancellation of any outstanding Options
      under the Plan and the grant in substitution therefore of new Options under
      the
      Plan covering the same or different numbers of shares of Stock and having an
      exercise price per share as determined by the Board. Stock subject to an Option
      canceled under this Article VI, as well as Stock underlying a substitute Option
      that was granted at a reduced exercise price, shall both be counted against
      the
      maximum number of shares of Stock permitted to be granted as Equity Awards
      to
      any person in a single calendar year pursuant to Section 4.02 hereof. The
      provisions of this Section 6.12 shall be applicable only to the extent required
      by Section 162(m) of the Code.





**ARTICLE
      VII**


**TERMS
      OF STOCK BONUSES AND RESTRICTED STOCK AWARDS**





**Section
      7.01 Form of Stock Bonus or Restricted Stock Award.** Subject
      to the provisions of the Plan, each Stock bonus or restricted Stock award shall
      be in such form and shall contain such terms and conditions as the Board shall
      determine. The provisions of separate stock bonuses or restricted stock awards
      need not be identical.





**Section
      7.02 Purchase Price.** The
      purchase price, if any, for any Stock granted as a Stock bonus or restricted
      Stock award shall be such amount as the Board shall determine and designate
      in
      the Equity Award Agreement. Notwithstanding the foregoing, the Board may
      determine that eligible participants in the Plan may be awarded Stock in
      consideration for past services rendered to the Company or an Affiliate thereof
      or for the benefit of the Company or an Affiliate thereof.





**Section
      7.03 Transferability.** Unless
      otherwise provided in the Equity Award Agreement, Stock awarded or purchased
      pursuant to this Article VII may not be transferred to any person, except by
      will or the laws of descent and distribution or pursuant to a qualified domestic
      relations order, until any restrictions on transfer set forth in the Equity
      Award Agreement lapse.





**Section
      7.04 Payment.** The
      purchase price, if any, of Stock acquired pursuant to a Stock bonus or
      restricted Stock award shall be paid, to the extent permitted by applicable
      statutes and regulations, either (a) in cash, or (b) at the discretion of the
      Board or the Committee, determined at the time of the grant of the Stock award,
      (1) by delivery to the Company of other equity securities of the Company, (2)
      according to a deferred payment or other arrangement with the person to whom
      the
      Stock award is granted or to whom the Option is transferred pursuant to Section
      7.03, (3) by electing to receive the Stock in lieu of other compensation payable
      to the person by the Company or an Affiliate thereof or for the benefit of
      the
      Company or an Affiliate thereof, (4) in consideration for past services rendered
      by the person to the Company or for its benefit, (5) in any other form of legal
      consideration that may be acceptable to the Board, or (6) any combination of
      the
      foregoing.





**Section
      7.05 Vesting.** Shares
      of Stock sold or awarded under Article VII of the Plan may, but need not, be
      subject to repurchase option or right of first refusal in favor of the
      Company.









**ARTICLE
      VIII**


**ADJUSTMENTS
      UPON CHANGES IN STOCK; CHANGE IN CONTROL**





**Section
      8.01 Change in Stock.** If any
      change is made in the Stock subject to the Plan, through a merger,
      consolidation, reorganization, recapitalization, reincorporation, stock
      dividend, dividend in property other than cash, stock split, liquidating
      dividend, combination of shares, exchange of shares, change in corporate
      structure or other transaction not involving the receipt of consideration by
      the
      Company, the Plan will be appropriately adjusted in the class(es) and maximum
      number of shares subject to the Plan pursuant to Article V, and the outstanding
      Equity Awards will be appropriately adjusted in the class(es) and number of
      shares subject to and the exercise price of such outstanding Equity Awards.
      Such
      adjustments shall be made by the Board at the time of the change in the Stock,
      whether or not specifically provided for in any outstanding Equity Award. The
      Board’s determination shall be final, binding and conclusive.





**Section
      8.02 Change in Control.** The
      Board may, in its discretion, provide for the acceleration of the time at which
      an Equity Award may first be exercised or the time during which an Equity Award
      or any part thereof will vest upon a change of control of the Company under
      terms and conditions set forth in the Equity Award Agreement.





**ARTICLE
      IX**


**COVENANTS
      OF THE COMPANY**





**Section
      9.01 Reservation of Stock.** The
      Company shall reserve from its authorized but unissued Stock the number of
      shares of Stock issuable pursuant to outstanding Equity Awards.





**Section
      9.02 Regulatory Authority.** The
      Company shall seek to obtain from each regulatory commission or agency having
      jurisdiction over the Plan such authority as may be required to issue and sell
      shares of Stock upon the exercise of outstanding Equity Awards, provided,
      however, that this undertaking shall not require the Company to register under
      the Securities Act of 1933, as amended, either the Plan, any Equity Award or
      any
      Stock issued or issuable pursuant to any such Equity Award. If, after reasonable
      efforts, the Company is unable to obtain from any such regulatory commission
      or
      agency the authority for the lawful issuance and sale of Stock under the Plan,
      the Company shall be relieved from any liability for failure to issue and sell
      Stock upon exercise of such Equity Awards unless and until such authority is
      obtained.





**ARTICLE
      X**


**GENERAL
      PROVISIONS**





**Section
      10.01 Acceleration of Vesting.** Notwithstanding any provision in any Equity Award Agreement, the Board may,
      in
      its discretion, accelerate the time at which an Equity Award may first be
      exercised or the time during which an Equity Award or any part thereof will
      vest.





**Section
      10.02 Stockholder Rights.** Except
      as set forth in the Equity Award Agreement, no holder of any Equity Award shall
      be deemed to be the holder of, or to have any of the rights of a holder with
      respect to, any Stock subject to such Equity Award unless and until such person
      has satisfied all requirements for vesting or exercise of the Equity Award
      pursuant to its terms.










**Section
      10.03 Employment or Other Services.** Nothing
      in the Plan, any Equity Award Agreement or any instrument executed pursuant
      thereto shall (a) confer upon any Employee or other holder of a Equity Award
      any
      right to continue in the employ of the Company or any Affiliate, (b) confer
      upon
      any Director or Consultant or other holder of an Equity Award any right to
      continue acting as a Director or Consultant, (c) affect the right of the Company
      or any Affiliate to terminate the employment of any Employee with or without
      cause, (d) affect the right of the Company's Board of Directors and/or the
      Company’s stockholders to remove any Director pursuant to the terms of the
      Company’s charter documents and the provisions of applicable law, or (e) affect
      the right of the Company to terminate the relationship of any Consultant
      pursuant to the terms of such Consultant’s agreement with the Company or
      Affiliate.





**Section
      10.04 Securities Requirements.** The
      Company may require any person to whom an Equity Award is granted, or any person
      to whom an Equity Award is transferred, as a condition of exercising or
      acquiring Stock under any Equity Award, to give written assurances satisfactory
      to the Company (a) as to such person’s knowledge and experience in financial and
      business matters, (b) that he or she is capable of evaluating, alone or together
      with a purchaser representative, the merits and risks of exercising the Equity
      Award, and (c) that such person is acquiring the Stock subject to the Equity
      Award for such person's own account and not with any view to a distribution
      of
      the Stock. The Company may, upon advice of counsel to the Company, place legends
      on stock certificates issued under the Plan as such counsel deems necessary
      or
      appropriate in order to comply with applicable securities laws, including,
      but
      not limited to, legends restricting the transfer of the Stock.





**Section
      10.05 Tax Withholding.** If
      provided for in an Equity Award Agreement, the holder of a Equity Award may
      satisfy any federal, state or local tax withholding obligation relating to
      the
      exercise or acquisition of Stock under an Equity Award by (a) tendering a cash
      payment, (b) authorizing the Company to withhold shares from the shares of
      the
      Stock otherwise issuable to such person as a result of the exercise or
      acquisition of Stock under the Equity Award, (c) delivering to the Company
      unencumbered shares of equity securities of the Company held by such person
      by,
      or (d) any combination of the foregoing.





**ARTICLE
      XI**


**AMENDMENT
      OF THE PLAN AND EQUITY AWARDS**





**Section
      11.01 Amendment of Plan; Stockholder Approval.** The
      Board may, in its discretion, amend the Plan. Such amendment shall be effective
      on the date the Board determines, except for amendments that require the
      approval of the Company’s stockholders, in which case such amendments shall be
      effective on the date the Company’s stockholders approve the amendment. No such
      amendment shall adversely affect any outstanding Equity Award without the
      holder’s written consent. The Board may, in its discretion, submit any amendment
      to the Plan for stockholder approval.





**Section
      11.02 Changes in Law.** The
      Board may amend the Plan as it deems necessary or advisable to provide eligible
      Employees, Director or Consultants with the maximum benefits provided or to
      be
      provided under the provisions of the Plan relating to Incentive Stock Options
      and to bring the Plan or Incentive Stock Options granted under the Plan into
      compliance therewith. The Board may also, in its discretion, amend the Plan
      to
      take into account changes in law and tax and accounting rules (including any
      pooling-of-interest rules), as well as other developments, and to grant Equity
      Awards that qualify for beneficial treatment under such rules.










**APPENDIX
      A**


**DEFINITIONS**





**"Affiliate"** means
      any parent corporation or subsidiary corporation, whether now or hereafter
      existing, as those terms are defined in Sections 424(e) and (f) respectively,
      of
      the Code.





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





**"Code"** means
      the Internal Revenue Code of 1986, as amended, and the regulations promulgated
      thereunder.





**"Committee"** means a
      Committee appointed by the Board in accordance with Section 3.01 of the
      Plan.





**"Company"** means
      Metalline Mining Company, a Nevada corporation.





**"Consultant"** means
      any person, including an advisor, engaged by the Company or an Affiliate to
      render bona fide consulting services (other than services in connection with
      the
      offer or sale of securities in a capital-raising transaction) and who is
      compensated for such services provided, however, that the term "Consultant"
      shall not include Directors who are paid only a director's fee by the Company
      or
      who are not compensated by the Company for their services as
      Directors.





**"Director"** means a
      member of the Board.





**"Disability"** means
      the physical inability, as determined in good faith by the Board, to serve
      in
      the person’s capacity as an Employee, Director or Consultant, for a period of at
      least six (6) months.





**"Employee"** means
      any person, including officers and Directors, employed by the Company or any
      Affiliate of the Company. Neither service as a Director nor payment of a
      director’s fee by the Company shall be sufficient to constitute "employment" by
      the Company.





**"Equity
      Award"** means
      any right granted under the Plan, including any Option, any Stock bonus or
      any
      right to purchase restricted Stock.





**"Equity
      Award Agreement"** means a
      written agreement between the Company and a holder of an Equity Award evidencing
      the terms and conditions of an individual Equity Award grant. Each Equity Award
      Agreement shall be subject to the terms and conditions of the Plan.





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





·
            [If
                the Stock is listed on any established stock exchange or a national
                market
                system, including without limitation the Nasdaq National Market or
                Nasdaq
                Small Cap Market, the Fair Market Value of a share of Stock shall
                be the
                last sales price for the Stock (or the closing bid, if no sales were
                reported) as quoted on such system or exchange, as reported in the
                Wall
                Street Journal or such other source as the Board deems
                reliable.]









·
            In
                the absence of an established market for the Stock, the Fair Market
                Value
                shall be determined in good faith by the
                Board.





**"Incentive
      Stock Option"** means an
      Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code and the regulations promulgated thereunder.





**"Non-statutory
      Stock Option"** means an
      Option not intended to qualify as an Incentive Stock Option.





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





**"Optionee"** means an
      Employee, Director or Consultant who holds an outstanding Option.





**"Outside
      Director"** means a
      Director who either (a) is not a currant Employee of the Company or an
      "affiliated corporation" (within the meaning of Treasury regulations promulgated
      under Section 162(m) of the Code), is not a former Employee of the Company
      or an
      "affiliated corporation" receiving compensation for prior services (other than
      benefits under a tax qualified pension plan), was not an officer of the Company
      or an "affiliated corporation” at any time, and is not currently receiving
      direct or indirect remuneration from the Company or an "affiliated corporation"
      for services in any capacity other than as a Director, or (b) is otherwise
      considered an "outside director" for purposes of Section 162(m) of the
      Code.





**"Plan"** means
      this Equity Incentive Plan.





**"Re-Load
      Option"** means an
      Option, granted in the event the Optionee exercises another Option by
      surrendering other shares of Stock, to purchase the number of shares of Stock
      so
      surrendered.





**"Stock"** means
      the Company's Common Stock, $0.01 par value.





**"Termination"** means
      the termination or interruption of an Employee's, Director’s or Consultant’s
      employment or relationship with the Company. The Board, in its sole discretion,
      may determine whether a Termination has occurred in the case of: any leave
      of
      absence approved by the Board, including sick leave, military leave, or any
      other personal leave.