Filed by sedaredgar.com - EuroGas, Inc. - Exhibit 10.11






EUROGAS, INC. 
2006 STOCK OPTION PLAN 

1.                     
 PURPOSE 

1.1                    
The purpose of the Stock Option Plan (the “Plan”) of EuroGas, Inc., a
body corporate incorporated pursuant to the laws of the State of Utah (the
“Company”), is to advance the interests of the Company by encouraging the
directors, officers, and bona fide employees, management company employees, and
consultants of the Company to acquire shares in the Company, thereby increasing
their proprietary interest in the Company, encouraging them to remain associated
with the Company, and furnishing them with additional incentive in their efforts
on behalf of the Company in the conduct of their affairs. 

2.                      
ADMINISTRATION AND GRANTING OF OPTIONS 

2.1                    
The Plan shall be administered by the Board of Directors of the Company or, if
appointed, by a special committee of directors appointed from time to time by
the Board of Directors of the Company, subject to approval by the Board of
Directors of the Company (such committee or, if no such committee is appointed,
the Board of Directors of the Company, is hereinafter referred to as the
“Committee”) pursuant to rules of procedure fixed by the Board of Directors.


2.2                     The
Committee may from time to time designate directors, officers, and bona fide
employees, management company employees, and consultants of the Company (the
“Participants”) to whom options (each, an “Option”) to purchase common shares of
the Company may be granted and the number of common shares to be optioned to
each, provided that the total number of common shares to be optioned shall not
exceed the number provided in Clauses 3 and 4 hereof. 

3.                      
SHARES SUBJECT TO PLAN 

3.1                    
Subject to adjustment as provided in Clause 14 hereof, the shares to be offered
under the Plan shall consist of a maximum of 19,635,549 common shares of the
Company’s authorized but unissued common shares, which represents 10% of the
Company's currently issued and outstanding common share capital (on a
non-diluted basis). The aggregate number of shares to be delivered upon the
exercise of all Options granted under the Plan shall not exceed the maximum
number of shares permitted under the rules of any stock exchange on which the
common shares are then listed or other regulatory body having jurisdiction. If
any Option granted hereunder shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
again be available for the purpose of this Plan. 

4.                      
NUMBER OF OPTIONED SHARES 

4.1                     The
number of shares subject to an Option granted to a Participant, other than a
Consultant (as defined under the rules of any stock exchange on which the common
shares are then listed or other regulatory body having jurisdiction) and an
Employee (as defined under the rules of any stock exchange on which the common
shares are then listed or other regulatory body 




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having jurisdiction) conducting Investor Relations Activities
(as defined under the rules of any stock exchange on which the common shares are
then listed or other regulatory body having jurisdiction) shall be determined by
the Committee, but no Participant, where the Company is listed on any stock
exchange, shall be granted an Option which exceeds the maximum number of shares
permitted under any stock exchange on which the common shares are then listed or
other regulatory body having jurisdiction, which maximum number of shares is
presently an amount equal to 5% of the then issued and outstanding shares of the
Company (on a non-diluted basis) in any 12 month period.

4.2                    
The maximum number of shares subject to an Option to a Participant who is a
Consultant is presently limited to an amount equal to 2% of the then issued and
outstanding shares of the Company (on a non-diluted basis) in any 12 month
period. 

4.3                    
The number of options granted to all persons in aggregate who are employed to
perform Investor Relations Activities is presently limited to an amount equal to
2% of the then issued and outstanding shares of the Company (on a non-diluted
basis) in any 12 month period. 

5.                     
 VESTING 

5.1                     Subject
to the provisions of Paragraph 5.2 below, the Committee may, in its sole
discretion, determine the time during which Options shall vest and the method of
vesting, or that no vesting restriction shall exist. 

5.2                     Options
issued to consultants performing investor relations activities must vest in
stages over a twelve month period, with no more than one-quarter of such Options
vesting in any three month period. 

6.                     
 MAINTENANCE OF SUFFICIENT CAPITAL 

6.1                    
The Company shall at times during the term of the Plan reserve and keep
available such numbers of shares as will be sufficient to satisfy the
requirements of the Plan. 

7.                      
PARTICIPATION 

7.1                    
The Committee shall determine to whom Options shall be granted, the terms and
provisions of the respective Option agreements, the time or times at which such
Options shall be granted and the number of shares to be subject to each Option.
An individual who has been granted an Option may, if he is otherwise eligible,
and if permitted by any stock exchange on which the common shares are then
listed or other regulatory body having jurisdiction, be granted an additional
Option or Options if the Committee shall so determine. 

8.                      
EXERCISE PRICE 

8.1                     The
exercise price of the shares covered by each Option shall be determined by the
Committee. The exercise price shall not be less than the price permitted by any
stock exchange on which the common shares are then listed or other regulatory
body having jurisdiction. 




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9.                     
 DURATION OF OPERATION 

9.1                     Each
Option and all rights thereunder shall be expressed to expire on the date set
out in the Option agreements and shall be subject to earlier termination as
provided in Clauses 12 and 13 hereof. 

10.                     OPTION
PERIOD, CONSIDERATION AND PAYMENT 

10.1                  
The Option Period shall be a period of time fixed by the Committee, not to
exceed the maximum period permitted by any stock exchange on which the common
shares are then listed or other regulatory body having jurisdiction, which
maximum period is presently 5 years from the date the Option is granted,
provided that the Option Period shall be reduced with respect to any Option as
provided in Clauses 12 and 13 covering cessation as a director, officer,
employee or consultant of the Company or death of the Participant.

10.2                   Except
as set forth in Clauses 12 and 13, no Option may be exercised unless the
Participant is, at the time of such exercise, a director, officer, employee or
consultant of the Company. 

10.3                  
The exercise of any Option will be contingent upon receipt by the Company at its
head office of a written notice of exercise, specifying the number of shares
with respect to which the Option is being exercised, accompanied by cash
payment, certified cheque or bank draft for the full purchase price of such
shares with respect to which the Option is exercised, or other consideration
acceptable to the Company; provided that, at the sole discretion of the
Committee, the purchase price for such shares may be made in whole or in part in
common shares of the Company, or by the surrender of Options by the Participant,
which shares or Options shall be valued at their then fair market value as
determined by the Committee. 

10.4                   No
Participant or his legal representatives, legatees or distributees will be, or
will be deemed to be, a holder of any shares subject to an Option under this
Plan unless and until the certificates for such shares are issued to such
persons under the terms of the Plan. 

11.                     HOLD
PERIOD 

11.1                   Share
certificates issued on exercise of an Option shall be legended in all cases as
may be required under applicable securities laws and the rules of any stock
exchange on which the common shares are then listed or other regulatory body
having jurisdiction. 

12.                     CEASING
TO BE A DIRECTOR, OFFICER, EMPLOYEE OR CONSULTANT 

12.1                  
If a Participant shall cease to be a director, officer, employee or consultant,
as the case may be, of the Company for any reason (other than death), he may,
but only within 90 days next succeeding his ceasing to be a director, officer,
employee or consultant, exercise his Option to the extent that he was entitled
to exercise it at the date of such cessation provided that, in the case of a
Participant who is engaged in Investor Relations Activity (as that term is
defined under the rules of any stock exchange on which the common shares are
then listed or other regulatory 




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body having jurisdiction) on behalf of the Company, this 90 day
period referenced herein shall be shortened to 30 days.

12.2                     Nothing
contained in the Plan, nor in any Option granted pursuant to the Plan, shall as
such confer upon any Participant any right with respect to continuance as a
director, officer, employee or consultant of the Company or of any affiliate.


13.                      
DEATH OF A PARTICIPANT 

13.1                     In
the event of the death of a Participant, the Option previously granted to him
shall be exercisable only within the 12 months next succeeding such death and
then only: 

	 	(a) 	
      by the person or persons to whom the Participant’s rights
      under the Option shall pass by the Participant’s will or the laws of
      descent and distribution; and

	 	 	 
	 	(b) 	
      if and to the extent that he was entitled to exercise the
      Option at the date of his death.



14.                    
ADJUSTMENTS 

14.1                   Appropriate
adjustments in the number of common shares optioned and in the Option price per
share, as regards, Options granted or to be granted, may be made by the
Committee in its discretion to give effect to adjustments in the number of
common shares of the Company resulting subsequent to the approval of the Plan by
the Committee from subdivisions, consolidations or reclassification of the
common shares of the Company, the payment of stock dividends by the Company or
other relevant changes in the capital of the Company. 

15.                     TRANSFERABILITY


15.1                  
All benefits, rights and Options accruing to the Participant in accordance with
the terms and conditions of the Plan shall not be transferable or assignable
unless specifically provided herein. During the lifetime of a Participant any
benefits, rights and Options may only be exercised by the Participant. 

16.                     AMENDMENT
AND TERMINATION OF PLAN 

16.1                   The
Committee may, at any time, suspend or terminate the Plan. The Board of
Directors may, subject to such approvals as may be required under the rules of
any stock exchange or which the common shares are then listed or other
regulatory body having jurisdiction, also at any time amend or revise the terms
of the Plan, PROVIDED that no such amendment or revision shall alter the terms
of any Options theretofore granted under the Plan. 

17.                    
NECESSARY APPROVALS 

17.1                   The
ability of the Options to be exercised and the obligation of the Company to
issue and deliver shares in accordance with the Plan is subject to any approvals
which may be required from the shareholders of the Company, and any regulatory
authority or stock exchange having jurisdiction over the securities of the
Company. If required under the rules of any stock 




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exchange on which the common shares are then listed or other
regulatory body having jurisdiction, the Company will obtain disinterested
shareholder approval for any reduction in the exercise price of the Option if
the Participant is an insider of the Company at the time of the proposed
amendment. 

17.2                  
If any shares cannot be issued to the Participant for whatever reason, the
obligation of the Company to issue such shares shall terminate and any Option
exercise price paid to the Company will be returned to the Participant. 

18.                     PRIOR
PLANS 

18.1                   The
Plan shall entirely replace and supersede any prior share option plans, if any,
enacted by the Board of Directors of the Company or its predecessor
companies.

19.                    
TAXES 

19.1                   All
Participants shall bear and be responsible for their own tax consequences with
regard to the granting and/or exercise of their respective Options. 

19.                     EFFECTIVE
DATE OF PLAN 

20.1                   The
Plan has been adopted by the Board of Directors subject to the approval of any
stock exchange on which the shares of the Company are to be listed or other
regulatory body having jurisdiction and, if necessary, approval of the
shareholders and, if so approved, the Plan shall become effective upon such
approvals being obtained.