2005 EQUITY INCENTIVE PLAN

      1. Purpose. The purpose of this 2005 Equity Incentive Plan (the "Plan") is
to advance the interests of Goldstrike, Inc. (the "Company") and its Affiliates
(as defined below) by inducing eligible individuals of outstanding ability and
potential to join and remain with, or to provide consulting or advisory services
to, the Company or its Affiliates, by encouraging and enabling eligible
employees, Outside Directors (as defined below), consultants, and advisors to
acquire proprietary interests in the Company, and by providing participating
eligible employees, Outside Directors, consultants, and advisors with an
additional incentive to promote the success of the Company. These purposes are
accomplished by providing for the granting of Incentive Stock Options,
Nonqualified Stock Options, Reload Options, Stock Appreciation Rights, and
Restricted Stock (all as defined below) to eligible employees, Outside
Directors, consultants, and advisors.

      2. Definitions. As used in the Plan, the following terms have the meanings
indicated:

            (a) "Affiliate" means a "parent corporation" or a "subsidiary
corporation" (as set forth in Code Sections 424(e) and 424(f), respectively) of
the Company.

            (b) "Applicable Withholding Taxes" means the aggregate minimum
amount of federal, state, local, and foreign income, payroll, and other taxes
that an Employer is required to withhold in connection with the grant, vesting,
or exercise of any Award.

            (c) "Award" means an Incentive Stock Option, a Nonqualified Stock
Option, a Reload Option, a Stock Appreciation Right, or Restricted Stock.

            (d) "Beneficiary" means the person or entity designated by the
Participant, in a form approved by the Company, to exercise the Participant's
rights with respect to an Award after the Participant's death. If the
Participant does not validly designate a Beneficiary, or if the designated
person no longer exists, then the Participant's Beneficiary shall be his or her
estate.

            (e) "Board" means the Board of Directors of the Company.

            (f) "Cause" shall have the same meaning given to such term (or other
term of similar meaning) in any written employment or other similar agreement
between the Participant and the Company or an Affiliate for purposes of
termination of employment under such agreement, and in the absence of any such
agreement or if such agreement does not include a definition of "Cause" (or
other term of similar meaning), the term "Cause" shall mean (i) any material
breach by the Participant of any agreement to which the Participant and the
Company or an Affiliate are parties, (ii) any continuing act or omission to act
by the Participant which may have a material and adverse effect on the Company's
business or on the Participant's ability to perform services for the Company or
an Affiliate, including, without limitation, the commission of any crime (other
than minor traffic violations), or (iii) any material misconduct or material
neglect of duties by the Participant in connection with the business or affairs
of the Company or an Affiliate.

            (g) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any rulings or regulations promulgated thereunder.

            (h) "Committee" means the Board, the Compensation Committee of the
Board, or such other committee of the Board as the Board appoints to administer
the Plan; provided, however, that should Section 162(m) of the Code and Section
16 of the Securities Exchange Act of 1934 apply to Awards under the Plan, if any
member of the Committee does not qualify as both an "outside director" for
purposes of Code Section 162(m) and a "nonemployee director" for purposes of
Rule 16b-3, the remaining members of the Committee (but not less than two
members) shall be constituted as a subcommittee of the Committee to act as the
Committee for purposes of the Plan.

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            (i) "Commission" means the U.S. Securities and Exchange Commission.

            (j) "Company" means Goldstrike, Inc., a Nevada corporation, and its
subsidiaries.

            (k) "Company Stock" means common stock, par value $.001 per share,
of the Company. In the event of a change in the capital structure of the Company
affecting the common stock (as provided in Section 14), the shares resulting
from such a change in the common stock shall be deemed to be Company Stock
within the meaning of the Plan.

            (l) "Date of Grant" means the date on which the Committee grants an
Award, or such future date as may be determined by the Committee.

            (m) "Disability" means a disability within the meaning of Code
Section 22(e)(3).

            (n) "Employer" means the Company and each Affiliate that employs one
or more Participants.

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

            (p) "Fair Market Value" means on any given date the fair market
value of Company Stock as of such date, as determined by the Committee. If the
Common Stock is listed on a national securities exchange or traded on the
over-the-counter market, Fair Market Value means the closing selling price or,
if not available, the closing bid price or, if not available, the high bid price
of the Common Stock quoted on such exchange, or on the over-the-counter market
as reported by the NASDAQ Stock Market ("NASDAQ"), or if the Common Stock is not
listed on NASDAQ, then by the National Quotation Bureau, Incorporated, on the
day immediately preceding the day on which the Award is granted or exercised, as
the case may be, or, if there is no selling or bid price on that day, the
closing selling price, closing bid price, or high bid price on the most recent
day which precedes that day and for which such prices are available.

            (q) "Incentive Stock Option" means an Option that qualifies for
favorable income tax treatment under Code Section 422.

            (r) "Mature Shares" means shares of Company Stock for which the
shareholder has good title, free and clear of all liens and encumbrances, and
which the shareholder either (i) has held for at least 6 months or (ii) has
purchased on the open market.

            (s) "Nonqualified Stock Option" means an Option that is not an
Incentive Stock Option.

            (t) "Option" means a right to purchase Company Stock granted under
the Plan, at a price determined in accordance with the Plan.

            (u) "Outside Director" means a member of the Board who is not an
employee of, or a consultant or advisor to, the Company or an Affiliate as of
the Date of Grant.

            (v) "Participant" means any employee, Outside Director, consultant,
or advisor (including independent contractors, professional advisors, and
service providers) of the Company or an Affiliate who receives an Award under
the Plan.


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            (w) "Restricted Stock" means Company Stock awarded under Section 9
of the Plan.

            (x) "Reload Option" means a reload option grant made in accordance
with Section 7 of the Plan.

            (y) "Rule 16b-3" means Rule 16b-3 of the Commission promulgated
under the Exchange Act. A reference in the Plan to Rule 16b-3 shall include a
reference to any corresponding rule (or number redesignation) of any amendments
to Rule 16b-3 enacted after the effective date of the Plan's adoption.

            (z) "Securities Act" means the Securities Act of 1933, as amended.

            (aa) "Stock Appreciation Right" means a right to receive amounts
awarded under Section 8.

      3.    Stock.

            (a) Subject to Section 14 of the Plan, there shall be reserved for
issuance under the Plan an aggregate of 2,000,000 shares of Company Stock, which
may be authorized but unissued shares, or shares held in the Company's treasury,
or shares purchased from stockholders expressly for use under the Plan. No more
than 1,000,000 shares shall be reserved for grants to the former senior
management team of Gran Tierra Energy, Inc., the Canadian corporation. In
addition, shares allocable to Awards granted under the Plan that expire, are
forfeited, are cancelled without the delivery of the shares, or otherwise
terminate unexercised, may again be available for Awards under the Plan. For
purposes of determining the number of shares that are available for Awards under
the Plan, the number shall also include the number of shares surrendered by a
Participant actually or by attestation or retained by the Company in payment of
Applicable Withholding Taxes, and any Mature Shares surrendered by a Participant
upon exercise of an Option or in payment of Applicable Withholding Taxes. Shares
issued under the Plan through the settlement, assumption, or substitution of
outstanding awards or obligations to grant future awards as a condition of an
Employer acquiring another entity shall not reduce the maximum number of shares
available for delivery under the Plan.

            (b) Subject to Section 14, no more than 200,000 shares may be
allocated in the aggregate to the Awards that are granted to any individual
Participant during any calendar year.

      4. Eligibility. Subject to the terms of the Plan, the Committee shall have
the power and complete discretion, as provided in Section 13, to select eligible
employees, Outside Directors, consultants, and advisors to receive an Award
under the Plan; provided, however, that any Award shall be subject to the
following terms and conditions:

            (a) Only those individuals who are employees (including officers) of
the Company or an Affiliate at the Date of Grant shall be eligible to receive an
Incentive Stock Option under the Plan.

            (b) All employees (including officers) and Outside Directors of, or
consultants and advisors to, either the Company or an Affiliate at the Date of
Grant shall be eligible to receive Nonqualified Stock Options, Stock
Appreciation Rights, and Restricted Stock; provided, however, that Nonqualified
Stock Options, Stock Appreciation Rights, and Restricted Stock may not be
granted to any such consultants and advisors unless (i) bona fide services have
been or are to be rendered by such consultant or advisor and (ii) such services
are not in connection with the offer or sale of securities in a capital raising
transaction.


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            (c) Anything herein to the contrary notwithstanding, any recipient
of an Award under the Plan must be includable in the definition of "employee"
provided in the general instructions to Form S-8 Registration Statement under
the Securities Act.

            (d) The grant of an Award shall not obligate an Employer to pay any
employee, Outside Director, consultant, or advisor any particular amount of
remuneration, to continue the employment of the employee or engagement of the
Outside Director, consultant, or advisor after the grant, or to make further
grants to the employee, Outside Director, consultant, or advisor at any time
thereafter.

      5.    Stock Options.

            (a) The Committee may make grants of Options to Participants. Except
as otherwise provided herein, the Committee shall determine the number of shares
for which Options are granted, the Option exercise price per share, whether the
Options are Incentive Stock Options or Nonqualified Stock Options, and any other
terms and conditions to which the Options are subject.

            (b) The exercise price of shares of Company Stock covered by an
Option shall be not less than 100 percent of the Fair Market Value of Company
Stock on the Date of Grant. Except as provided in Section 14, (i) the exercise
price of an Option may not be decreased after the Date of Grant and (ii) a
Participant may not surrender an Option in consideration for the grant of a new
Option with a lower exercise price or another Award. If a Participant's Option
is cancelled before its termination date, the Participant may not receive
another Option within 6 months of the cancellation unless the exercise price of
such Option is no less than the exercise price of the cancelled Option.

            (c) All Options granted hereunder shall be subject to the following
terms and conditions:

                  (i) All Options shall be evidenced by a written stock option
agreement (the "Stock Option Agreement") setting forth all the relevant terms of
the Award.

                  (ii) No Option shall be exercisable more than 10 years after
the Date of Grant.

                  (iii) The aggregate Fair Market Value, determined at the Date
of Grant, of shares for which Incentive Stock Options become exercisable by a
Participant during any calendar year shall not exceed $100,000.

                  (iv) If an Incentive Stock Option is granted to an employee
who owns, at the Date of Grant, more than 10 percent of the total combined
voting power of all classes of stock of the Company or an Affiliate, then (A)
the option price of the shares subject to the Incentive Stock Option shall be at
least 110% of the Fair Market Value of the Company Stock at the Date of Grant
and (B) such Incentive Stock Option shall not be exercisable after the
expiration of 5 years from the Date of Grant.

                  (v) If the employment of an employee by, or the services of an
Outside Director for, or consultant or advisor to, the Company or an Affiliate
should be terminated for Cause or terminated voluntarily by the grantee, then
any outstanding Option shall terminate immediately. If such employment or
services terminates for any other reason, unless otherwise provided in a written
employment, consulting or other related agreement executed between the Company
and the employee, Outside Director or consultant or advisor, any such Option
exercisable as of the date of termination may be exercised at any time within 3
months of termination. For purposes of this subsection, (A) the retirement of an
individual either pursuant to a pension or retirement plan maintained by the
Company or an Affiliate or at the applicable normal retirement date prescribed
from time to time by the Company shall be deemed to be termination of the
individual's employment other than voluntarily or for Cause, and (B) an
individual who leaves the employ or services of the Company or an Affiliate to
become an employee or Outside Director of, or a consultant or advisor to, an
entity that has assumed the Option as a result of a corporate reorganization or
the like shall not be considered to have terminated employment or services.


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(vi) If the holder of an Option under the Plan ceases employment or services
because of Disability while employed by, or while serving as an Outside Director
for or a consultant or advisor to, the Company or an Affiliate, then such Option
may, subject to the provisions of subsection (viii) below and the provisions of
any effective written employment, consulting or other related agreement executed
between the Company and the employee, Outside Director or consultant or advisor,
be exercised at any time within 1 year after the termination of employment or
services due to the Disability.

                  (vii) If the holder of an Option under the Plan dies (A) while
employed by, or while serving as an Outside Director for or a consultant or
advisor to, the Company or an Affiliate, or (B) within 3 months after the
termination of employment or services other than voluntarily by the grantee or
for Cause, then such Option may, subject to the provisions of subsection (viii)
below and the provisions of any effective written employment, consulting or
other related agreement executed between the Company and the employee, Outside
Director or consultant or advisor,, be exercised by the Participant's
Beneficiary at any time within 1 year after the Participant's death.

      t 18 0 (viii) An Option may not be exercised after termination of
employment, termination of directorship, termination of consulting or advisory
services, Disability or death except to the extent that the holder was entitled
to exercise the Option at the time of such termination or as otherwise provided
in a currently effective written employment, consulting or other related
agreement executed between the Company and the employee, Outside Director or
consultant or advisor, and in any event may not be exercised after the
expiration of the Option in accordance with the terms of the grant.

                  (ix) The employment relationship of an employee of the Company
or an Affiliate shall be treated as continuing intact while the employee is on
military or sick leave or other bona fide leave of absence if such leave does
not exceed 90 days or, if longer, so long as the employee's right to
reemployment is guaranteed either by statute or by contract.

            (d) The holder of any Option granted under the Plan shall have none
of the rights of a stockholder with respect to the shares covered by the Option
until such stock shall be transferred to the holder upon the exercise of the
Option.

      6. Grants to Outside Directors. Awards, other than Incentive Stock
Options, may be made to Outside Directors. The Committee shall have the power
and complete discretion to select Outside Directors to receive Awards. The
Committee shall have the complete discretion, under provisions consistent with
Section 13, to determine the terms and conditions, the nature of the Award and
the number of shares to be allocated as part of each Award for each Outside
Director. The grant of an Award shall not obligate the Company to make further
grants to the Outside Director at any time thereafter or to retain any person as
a director for any period of time.

      7. Reload Options. The Committee may grant Options with a reload feature.
A reload feature shall only apply when the exercise price is paid by delivery of
Company Stock in accordance with Section 10. The Stock Option Agreement for the
Option containing the reload feature shall provide that the holder of the Option
shall receive, contemporaneously with the payment of the exercise price in
shares of Common Stock, a Reload Option to purchase that number of shares of
Company Stock equal to the sum of (i) the number of shares used to exercise the
Option, and (ii) with respect to Nonqualified Stock Options, the number of
shares used to satisfy Applicable Withholding Taxes. The terms of the Plan
applicable to the Option shall be equally applicable to the Reload Option with
the following exceptions: (i) the option price per share of Company Stock
deliverable upon the exercise of the Reload Option (A) in the case of a Reload
Option that is an Incentive Stock Option being granted to a Participant who owns
more than 10 percent of the total combined voting power of all classes of stock
of the Company or an Affiliate, shall be 110% of the Fair Market Value of a
share of Company Stock on the Date of Grant of the Reload Option, and (B) in the
case of a Reload Option which is an Incentive Stock Option being granted to any
other Participant, or which is a Nonqualified Stock Option, shall be the Fair
Market Value of a share of Company Stock on the Date of Grant of the Reload
Option; and (ii) the term of the Reload Option shall be evidenced by an
appropriate amendment to the Stock Option Agreement for the Option which gave
rise to the Reload Option. If the exercise price of an Option containing a
reload feature is paid in cash and not in shares of Company Stock, the reload
feature shall have no application with respect to such exercise.


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      8. Stock Appreciation Rights. Concurrently with, or subsequent to, the
award of any Option to purchase one or more shares of Common Stock, the
Committee may, in its sole discretion, award to the optionee with respect to
each share of Common Stock covered by an Option a related Stock Appreciation
Right, which permits the optionee to be paid the appreciation on the related
Option in lieu of exercising the Option. The Committee shall establish as to
each award of Stock Appreciation Rights the terms and conditions to which the
Stock Appreciation Rights are subject; provided, however, that the following
terms and conditions shall apply to all Stock Appreciation Rights:

            (a) A Stock Appreciation Right granted with respect to an Incentive
Stock Option must be granted together with the related Option. A Stock
Appreciation Right granted with respect to a Nonqualified Stock Option may be
granted together with, or subsequent to, the grant of the related Option.

            (b) A Stock Appreciation Right shall entitle the Participant, upon
exercise of the Stock Appreciation Right, to receive in exchange an amount equal
to the excess of (i) the Fair Market Value on the date of exercise of Company
Stock covered by the surrendered Stock Appreciation Right over (ii) the Fair
Market Value of Company Stock on the Date of Grant of the Stock Appreciation
Right. The Committee may limit the amount that the Participant will be entitled
to receive upon exercise of a Stock Appreciation Right.

            (c) A Stock Appreciation Right may be exercised only if and to the
extent the underlying Option is exercisable, and a Stock Appreciation Right may
not be exercisable in any event more than 10 years after the Date of Grant.

            (d) A Stock Appreciation Right may only be exercised at a time when
the Fair Market Value of Company Stock covered by the Stock Appreciation Right
exceeds the Fair Market Value of Company Stock on the Date of Grant of the Stock
Appreciation Right. The Stock Appreciation Right may provide for payment in
Company Stock or cash, or a fixed combination of Company Stock and cash, or the
Committee may reserve the right to determine the manner of payment at the time
the Stock Appreciation Right is exercised.

            (e) To the extent a Stock Appreciation Right is exercised, the
underlying Option shall be cancelled, and the shares of Company Stock
represented by the Option shall no longer be available for Awards under the
Plan.


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      9.    Restricted Stock Awards.

            (a) The Committee may make grants of Restricted Stock to a
Participant. The Committee shall establish as to each award of Restricted Stock
the terms and conditions to which the Restricted Stock is subject, including the
period of time before which all restrictions shall lapse and the Participant
shall have full ownership of the Company Stock. The Committee in its discretion
may award Restricted Stock without cash consideration. All Restricted Stock
Awards shall be evidenced by a Restricted Stock Agreement setting forth all the
relevant terms of the Award.

            (b) Restricted Stock may not be sold, assigned, transferred,
pledged, hypothecated, or otherwise encumbered or disposed of until the
restrictions have lapsed or been removed. Certificates representing Restricted
Stock shall be held by the Company until the restrictions lapse, and the
Participant shall provide the Company with appropriate stock powers endorsed in
blank.

      10.   Method of Exercise of Options.

            (a) Options may be exercised by the Participant (or his or her legal
guardian or personal representative) by giving written notice of the exercise to
the Company at its principal office (attention of the Corporate Secretary)
pursuant to procedures established by the Company. The notice shall state the
number of shares the Participant has elected to purchase under the Option. Such
notice shall be accompanied, or followed within 10 days of delivery thereof, by
payment of the full exercise price of such shares. The exercise price may be
paid in cash by means of a check payable to the order of the Company or, if the
terms of an Option permit, (i) by delivery or attestation of Mature Shares
(valued at their Fair Market Value) in satisfaction of all or any part of the
exercise price, (ii) by delivery of a properly executed exercise notice with
irrevocable instructions to a broker to deliver to the Company the amount
necessary to pay the exercise price from the sale or proceeds of a loan from the
broker with respect to the sale of Company Stock or a broker loan secured by the
Company Stock, or (iii) a combination of (i) and (ii).

            (b) Unless prior to the exercise of the Option the shares issuable
upon such exercise have been registered with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, the notice of exercise shall
be accompanied by a representation or agreement of the individual or entity
exercising the Option to the Company to the effect that such shares are being
acquired for investment purposes and not with a view to the distribution
thereof, and such other documentation as may be required by the Company, unless
in the opinion of counsel to the Company such representation, agreement or
documentation is not necessary to comply with any such act.

            (c) The Company shall not be obligated to deliver any Company Stock
until the shares have been listed on each securities exchange or market on which
the Company Stock may then be listed or until there has been qualification under
or compliance with such federal or state laws, rules or regulations as the
Company may deem applicable. The Company shall use reasonable efforts to obtain
such listing, qualification and compliance.

      11. Tax Withholding. Each Participant shall agree as a condition of
receiving an Award payable in the form of Company Stock to pay to the Employer,
or make arrangements satisfactory to the Employer regarding the payment to the
Employer of, Applicable Withholding Taxes. Under procedures established by the
Committee or its delegate, a Participant may elect to satisfy Applicable
Withholding Taxes by (i) making a cash payment or authorizing additional
withholding from cash compensation, (ii) delivering Mature Shares (valued at
their Fair Market Value), or (iii) if the applicable Stock Option Agreement or
Restricted Stock Agreement permits, having the Company retain that number of
shares of Company Stock (valued at their Fair Market Value) that would satisfy
all or a specified portion of the Applicable Withholding Taxes.


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      12. Transferability of Awards. Awards shall not be transferable except by
will or by the laws of descent and distribution.

      13. Administration of the Plan.

            (a) The Committee shall administer the Plan. Subject to the terms
and conditions set forth in the Plan, the Committee shall have general authority
to impose any term, limitation, or condition upon an Award that the Committee
deems appropriate to achieve the objectives of the Award and of the Plan. The
Committee may adopt rules and regulations for carrying out the Plan with respect
to Participants and Beneficiaries. The interpretation and construction of any
provision of the Plan by the Committee shall be final and conclusive as to any
Participant or Beneficiary.

            (b) The Committee shall have the power to amend the terms and
conditions of previously granted Awards so long as the terms as amended are
consistent with the terms of the Plan and provided that the consent of the
Participant is obtained with respect to any amendment that would be detrimental
to him or her, except that such consent will not be required if such amendment
is for the purpose of complying with Rule 16b-3 or any requirement of the Code
or of other securities laws applicable to the Award.

            (c) The Committee shall have the power and complete discretion (i)
to delegate to any individual, or to any group of individuals employed by the
Company or any Affiliate, the authority to grant Awards under the Plan and (ii)
to determine the terms and limitations of any delegation of authority; provided,
however, that the Committee may not delegate power and discretion to the extent
such action would cause noncompliance with, or the imposition of penalties,
excise taxes, or other sanctions under, applicable corporate law, Rule 16b-3,
Code Section 162(m) or 409A, or any other applicable securities or tax law.

            (d) If a Participant or former Participant (A) becomes associated
with, recruits or solicits customers or other employees of the Company or an
Affiliate, is employed by, renders services to, or owns any interest in (other
than any nonsubstantial interest, as determined by the Committee) any business
that is in competition with the Company or any of its Affiliates, or (B) engages
in, or has engaged in, conduct which the Committee determines to be detrimental
to the interests of the Company or any of its Affiliates, the Committee may, in
its sole discretion,

                  (i) cancel all outstanding Awards, including immediately
terminating any Options held by the Participant, regardless of whether then
exercisable,

                  (ii) require the Participant or former Participant to repay
any payment or benefit received under an Award within the previous 2 years,
and/or

                  (iii) offset any other amounts owed to the Participant by any
payment received under an Award within the previous 2 years.

      14.   Change in Capital Structure.

            (a) In the event of a stock dividend, stock split, or combination of
shares, share exchange, share distribution, recapitalization or merger in which
the Company is the surviving corporation, a spin-off or split-off of a
subsidiary or Affiliate, or other change in the Company's capital stock
(including, but not limited to, the creation or issuance to shareholders
generally of rights, options, or warrants for the purchase of common stock or
preferred stock of the Company), the aggregate number and kind of shares of
stock or securities of the Company to be subject to the Plan and to Awards then
outstanding or to be granted, the maximum number of shares or securities which
may be delivered under the Plan under Sections 3(a), 3(b), or 9, the per share
exercise price of Options, the terms of Awards, and other relevant provisions
shall be proportionately and appropriately adjusted by the Committee in its
discretion, and the determination of the Committee shall be binding on all
persons. If the adjustment would produce fractional shares with respect to any
unexercised Option, the Committee may adjust appropriately and in a
nondiscriminatory manner the number of shares covered by the Option so as to
eliminate the fractional shares.


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            (b) If the Company is a party to a consolidation or a merger in
which the Company is not the surviving corporation, a transaction that results
in the acquisition of substantially all of the Company's outstanding stock by a
single person or entity, or a sale or transfer of substantially all of the
Company's assets, the Committee may take such actions with respect to
outstanding Awards as the Committee deems appropriate.

      15. Effective Date. The effective date of the Plan is November 10, 2005.
The Plan shall be submitted to the shareholders of the Company for approval.
Until (i) the Plan has been approved by the Company's shareholders, and (ii) the
requirements of any applicable federal or state securities laws have been met,
no Restricted Stock shall be awarded, and no Option shall be granted or
exercisable, that is not contingent on these events.

      16. Termination, Modification. If not sooner terminated by the Board, this
Plan shall terminate at the close of business on November 10, 2015. No Awards
shall be made under the Plan after its termination. The Board may amend or
terminate the Plan as it shall deem advisable; provided, however, that no change
shall be made that increases the total number of shares of Company Stock
reserved for issuance pursuant to Awards granted under the Plan (except pursuant
to Section 14), or reduces the minimum exercise price for Options, or exchanges
an Option for another Award, unless such change is authorized by the
shareholders of the Company. Except as otherwise specifically provided herein, a
termination or amendment of the Plan shall not, without the consent of the
Participant, adversely affect a Participant's rights under an Award previously
granted to him or her.

      17. American Jobs Creation Act of 2004.

            (a) It is intended that the Plan comply in all applicable respects
with the American Jobs Creation Act of 2004 and Code Section 409A, as either may
be amended from time to time, and any rulings, regulations, or other guidelines
promulgated under either or both statutes (such statutes, rulings, regulations
and other guidelines to be referred to collectively herein as "Section 409A").
This Plan, and any amendments thereto, shall therefore be interpreted and
implemented at all times so as to (i) ensure compliance with Section 409A and
(ii) avoid any penalty or early taxation of any payment or benefit under the
Plan.

            (b) Anything herein to the contrary notwithstanding, the Board shall
approve and implement such amendments as it deems necessary or desirable to
ensure compliance with Section 409A and to avoid any penalty or early taxation
of any payment or benefit under this Plan; provided, however, that no change
shall be made that increases the total number of shares of Company Stock
reserved for issuance pursuant to Awards granted under the Plan (except pursuant
to Section 14), or reduces the minimum exercise price for Options, or exchanges
an Option for another Award, unless such change is authorized by the
shareholders of the Company. No such amendment shall require the consent of any
Participant.


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      18. Interpretation and Venue. Except to the extent preempted by applicable
federal law, the terms of this Plan shall be governed by the laws of the State
of Nevada without regard to its conflict of laws rules.




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