Filed by Automated Filing Services Inc. (604) 609-0244 - Lincoln Gold Corporation - Exhibit 10.1





 LINCOLN GOLD CORPORATION 2004

  STOCK OPTION PLAN

 ARTICLE 1. THE PLAN

1.1 Title  

 This plan is entitled the "2004 Stock Option Plan" (the "Plan")
  of Lincoln Gold Corporation, a Nevada corporation (the "Company"). 

 1.2 Purpose 

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

   

 ARTICLE 2. DEFINITIONS

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

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

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

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

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

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

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

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

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



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


1








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

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

 "Fair Market Value" means the per share value of the
  Common Stock determined as follows (a) if the Common Stock is listed on an established
  stock exchange or exchanges or the NASDAQ National Market, the closing price
  per share on the last trading day immediately preceding such date on the principal
  exchange on which it is traded or as reported by NASDAQ; (b) if the Common Stock
  is not then listed on an exchange or the NASDAQ National Market, but is quoted
  on the NASDAQ Small Cap Market, the NASDAQ electronic bulletin board or the
  National Quotation Bureau pink sheets, the average of the closing bid and asked
  prices per share for the Common Stock as quoted by NASDAQ or the National Quotation
  Bureau, as the case may be, on the last trading day immediately preceding such
  date; or (c) if there is no such reported market for the Common Stock for the
  date in question, then an amount determined in good faith by the Plan Administrator.


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

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

 "Nonqualified Stock Option" means an Option other than
  an Incentive Stock Option. 

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

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

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

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

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

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

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

 "Retirement," unless otherwise defined by the
  Plan Administrator from time to time for purposes of the Plan, means retirement
  on or after the individual's normal retirement date under the Company's 401(k)
  plan or other similar successor plan applicable to salaried employees.

 2








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

 "Successor Corporation" has the meaning set forth in
  Article 11.3.1.

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

   

 ARTICLE 3. ADMINISTRATION


3.1 Plan Administrator  

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


 3.2 Administration and Interpretation by Plan Administrator
   

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

   

 ARTICLE 4. STOCK SUBJECT TO THE PLAN 

 4.1 Authorized Number of Shares  

 Subject to adjustment from time to time as provided in Article
  11.1, the number of shares of Common Stock available for issuance under the
  Plan shall be 2,500,000 shares. 

 4.2 Reuse of Shares  

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

 3








 provided, further, that for purposes of Article 4.3, any such
  shares shall be counted in accordance with the requirements of Section 162(m)
  of the Code.

 4.3 Limitations  

 Subject to adjustment from time to time as provided in Article
  11.1, not more than an aggregate of 2,500,000 shares shall be available for
  issuance pursuant to grants of Stock Options under the Plan. 

   

 ARTICLE 5. ELIGIBILITY  

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

   

 ARTICLE 6. OPTIONS  


6.1 Form and Grant of Options  

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

 6.2 Settlement of Options  

 The Company may settle Options through the delivery of shares
  of Common Stock, the granting of replacement Options or any combination thereof
  as the Plan Administrator shall determine. Any Option settlement, including
  payment deferrals, may be subject to such conditions, restrictions and contingencies
  as the Plan Administrator shall determine. The Plan Administrator may permit
  or require the deferral of any Option payment, subject to such rules and procedures
  as it may establish, which may include provisions for the payment or crediting
  of interest, or dividend equivalents, including converting such credits into
  deferred stock equivalents.

   

 ARTICLE 7. GRANTS OF OPTIONS 


7.1 Grant of Options  

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

 7.2 Option Exercise Price  

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

 (a) the exercise price for Options granted to Participants
  other than Consultant Participants but shall not be less than the minimum exercise
  price required by Article 8.3 with respect to Incentive Stock Options and shall
  not be less than 85% of Fair Market Value of the Common Stock on the Grant Date
  with respect to Nonqualified Stock Options; 

 4








 (b) the exercise price for Options granted to Consultant Participants
  shall not be less than the lesser of 85% of Fair Market Value of the Common
  Stock on the Grant Date. 

 7.3 Term of Options  

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

 7.4 Exercise of Options  

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

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

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

 7.5 Payment of Exercise Price  

 The exercise price for shares purchased under an Option shall
  be paid in full to the Company by delivery of consideration equal to the product
  of the Option exercise price and the number of shares purchased. Such consideration
  must be paid before the Company will issue the shares being purchased and must
  be in a form or a combination of forms acceptable to the Plan Administrator
  for that purchase, which forms may include:

	 (a)      	 cash; 
	 
	 (b)      	 check; 
	 
	 (c)      	 tendering (either actually or, if the Common Stock
        is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation)
        shares of Common Stock already owned by the Participant for at least six
        months (or any shorter period necessary to avoid a charge to the Company's
        earnings for financial reporting purposes) that on the day prior to the
        exercise date have a Fair Market Value equal to the aggregate exercise
        price of the shares being purchased under the Option; or 

	 
	 (d)      	 if the Common Stock is registered under Section
        12(b) or 12(g) of the Exchange Act, delivery of a properly executed exercise
        notice, together with irrevocable instructions to a brokerage firm designated
        by the Company to deliver promptly to the Company the aggregate amount
        of sale or loan proceeds to pay the Option exercise price and any withholding
        tax obligations that may arise in connection with the exercise, all in
        accordance with the regulations of the Federal Reserve Board. 



 5









7.6 Post-Termination Exercises  

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

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

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

	 
	 	 (i)      	 if the Participant's Employment Termination Date
        occurs for reasons other than Cause, Retirement, Disability or death,
        the day which is three months after such Employment Termination Date;
      

	 
	 	 (ii)      	 if the Participant's Employment Termination Date
        occurs by reason of Retirement, Disability or death, the one- year anniversary
        of such Employment Termination Date; and 

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

	 
	 	 Notwithstanding the foregoing, if the
        Participant dies after his or her Employment Termination Date but while
        an Option is otherwise exercisable, the portion of the Option that is
        vested and exercisable on such Employment Termination Date shall expire
        upon the earlier to occur of (y) the Option Expiration Date and (z) the
        one-year anniversary of the date of death, unless the Plan Administrator
        determines otherwise. 

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

	 
	 (c)      	 A Participant's transfer of employment
        or service relationship between or among the Company and any Related Company,
        or a change in status from an employee to a consultant, agent, advisor
        or independent contractor or a change in status from a consultant, agent,
        advisor or independent contractor to an employee, shall not be considered
        a termination of employment or service relationship for purposes of this
        Article 7. Unless the Plan Administrator determines otherwise, a termination
        of employment or service relationship shall be deemed to occur if a Participant's
        employment or service relationship is with an entity that has ceased to
        be a Related Company. 

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




6




 

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

	 


 ARTICLE 8. INCENTIVE STOCK OPTION LIMITATIONS 

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

 8.1 Dollar Limitation  

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

 8.2 Eligible Employees  

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

 8.3 Exercise Price  

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

 8.4 Exercisability  

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

 8.5 Taxation of Incentive Stock Options  

 In order to obtain certain tax benefits afforded to Incentive
  Stock Options under Section 422 of the Code, the Participant must hold the shares
  acquired upon the exercise of an Incentive Stock Option for two years after
  the Grant Date and one year after the date of exercise.

 A Participant may be subject to the alternative minimum tax
  at the time of exercise of an Incentive Stock Option. The Participant shall
  give the Company prompt notice of any disposition of shares acquired on the
  exercise of an Incentive Stock Option prior to the expiration of such holding
  periods.

 7








 8.6 Code Definitions 

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

   

 ARTICLE 9. WITHHOLDING 

 9.1 General 

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

 9.2 Payment of Withholding Obligations in Cash or Shares


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

   

 ARTICLE 10. ASSIGNABILITY

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

   

 ARTICLE 11. ADJUSTMENTS

 11.1 Adjustment of Shares 

 In the event, at any time or from time to time, a stock dividend,
  stock split, spin-off, combination or exchange of shares, recapitalization,
  merger, consolidation, distribution to stockholders other than a normal cash
  dividend, or other change in the Company's corporate or capital structure, including,
  without limitation, a Related Party Transaction, results in (a) the outstanding
  shares of Common Stock, or any securities exchanged therefor or received in
  their place, being exchanged for a different number or kind of securities of
  the Company or of any other corporation or (b) new, different or additional
  securities of the Company or of any other corporation being received by the
  holders of shares of Common Stock of the Company, then the Plan Administrator
  shall make proportional adjustments in (i) the maximum number and kind of securities
  subject to the Plan and issuable as Incentive Stock Options as set forth in
  Article 4 and the maximum number and 

 8








 kind of securities that may be made subject to Options and
  to Options to any individual as set forth in Article 4.3, and (ii) the number
  and kind of securities that are subject to any outstanding Award and the per
  share price of such securities, without any change in the aggregate price to
  be paid therefor. The determination by the Plan Administrator as to the terms
  of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding
  the foregoing, a dissolution or liquidation of the Company or a Corporate Transaction
  shall not be governed by this Article 11.1 but shall be governed by Articles
  11.2 and 11.3, respectively.

 11.2 Dissolution or Liquidation  

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


11.3 Corporate Transaction  


Options  

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

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

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

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



 9









11.4 Further Adjustment of Options  

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

 11.5 Limitations  

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

 11.6 Fractional Shares  

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

   

 ARTICLE 12. AMENDMENT AND TERMINATION  

 12.1 Amendment or Termination of Plan  

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

 12.2 Term of Plan  

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

 12.3 Consent of Participant  

 The suspension, amendment or termination of the Plan or a
  portion thereof or the amendment of an outstanding Option shall not, without
  the Participant's consent, materially adversely affect any rights under any
  Option theretofore granted to the Participant under the Plan. Any change or
  adjustment to an outstanding Incentive Stock Option shall not, without the consent
  of the Participant, be made in a manner so as to constitute a "modification"
  that would cause such Incentive Stock Option to fail to continue to qualify
  as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments
  made pursuant to Article 12 shall not be subject to these restrictions.

 10








 ARTICLE 13. GENERAL 


13.1 Evidence of Options  

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

 13.2 No Individual Rights  

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

 13.3 Issuance of Shares  

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

 The Company shall be under no obligation to any Participant
  to register for offering or resale or to qualify for exemption under the Securities
  Act, or to register or qualify under state securities laws, any shares of Common
  Stock, security or interest in a security paid or issued under, or created by,
  the Plan, or to continue in effect any such registrations or qualifications
  if made. The Company may issue certificates for shares with such legends and
  subject to such restrictions on transfer and stop-transfer instructions as counsel
  for the Company deems necessary or desirable for compliance by the Company with
  federal and state securities laws.

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

 13.4 No Rights as a Stockholder  

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

 13.5 Compliance With Laws and Regulations  

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

 11









13.6 Participants in Other Countries  

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

 13.7 No Trust or Fund  

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

 13.8 Severability  

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

 13.9 Choice of Law  

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

   

 ARTICLE 14. EFFECTIVE DATE  

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

 12