EXHIBIT 10


                         ANTICLINE URANIUM, INC.

                 2003 STOCK OPTION/STOCK ISSUANCE PLAN


          Capitalized terms and other terms of art used herein shall have
     the meanings assigned to such terms as contained in the Appendix located
     at the end of this document.  Reference is thus made to such Appendix.

1.   GENERAL PROVISIONS

     A.   PURPOSE OF THE PLAN

          This 2003 Stock Option/Stock Issuance Plan (the "Plan") is
     intended to aid the Corporation (or any Parent or Subsidiary) in
     maintaining and developing a management team, attracting qualified
     officers and employees capable of assisting in the future success of
     the Corporation, and rewarding those individuals who have contributed,
     or may contribute in the future, to the success of the Corporation (or
     any Parent or Subsidiary).  It is designed to aid the Corporation (and
     any Parent or Subsidiary) in retaining the services of executives and
     Employees and in attracting new personnel when needed for future
     operations and growth and to provide such personnel with an incentive
     to remain Employees of the Corporation, to use their best efforts to
     promote the success of the Corporation's business, and to provide them
     with an opportunity to obtain or increase a proprietary interest in
     the Corporation.  It is further designed to attract and retain the
     best available personnel for service as directors of the Corporation
     (or any Parent or Subsidiary), whether or not such individuals may
     otherwise be Employees.  It is also designed to permit the Corporation
     to reward those consultants or other independent advisors who are not
     Employees but who are perceived by management as having contributed to
     the success of the Corporation (or any Parent or Subsidiary) or who
     are important to the continued business and operations of the
     Corporation (or any Parent or Subsidiary).


     B.   STRUCTURE OF THE PLAN

     1.   The Plan shall be divided into two (2) separate equity programs:

          a.   the Option Grant Program under which eligible persons may,
               at the discretion of the Plan Administrator, be granted
               options to purchase shares of Common Stock, and

          b.   the Stock Issuance Program under which eligible persons may,
               at the discretion of the Plan Administrator, be issued
               shares of Common Stock directly, either through the
               immediate purchase of such shares or as a bonus for services
               rendered to the Corporation (or any Parent or Subsidiary) or
               as an incentive to perform services for the Corporation (or
               any Parent or Subsidiary).

     2.   The provisions of Sections I and IV shall apply to both equity
          programs under the Plan and shall accordingly govern the
          interests of all persons under the Plan.


C.   ADMINISTRATION OF THE PLAN

     1.   The Plan shall be administered by the Board.  However, any or all
          administrative functions otherwise exercisable by the Board may
          be delegated to the Committee.  Members of the Committee shall
          serve for such period of time as the Board may determine and
          shall be subject to removal by the Board at any time.  The Board
          may also at any time terminate the functions of the Committee and
          reassume all powers and authority previously delegated to the
          Committee.

     2.   The Plan Administrator shall have full power and authority
          (subject to the provisions of the Plan) to establish such rules
          and regulations as it may deem appropriate for proper
          administration of the Plan and to make such determinations under,
          and issue such interpretations of, the Plan and any outstanding
          options thereunder as it may deem necessary or advisable.
          Decisions of the Plan Administrator shall be final and binding on
          all parties who have an interest in the Plan or any option
          thereunder.

D.   ELIGIBILITY

     1.   The Plan Administrator shall have full authority to determine,
          (i) with respect to the option grants under the Option Grant
          Program, which eligible persons are to receive option grants, the
          time or times when such option grants are to be made, the number
          of shares to be covered by each such grant, the status of the
          granted option as either an Incentive Option or a Non-Statutory
          Option, the time or times at which each option is to become
          exercisable, the vesting schedule (if any) applicable to the
          option shares and the maximum term for which the option is to
          remain outstanding, and (ii) with respect to stock issuances
          under the Stock Issuance Program, which eligible persons are to
          receive stock issuances, the time or times when such issuances
          are to be made, the number of shares to be issued to each
          Participant, the vesting schedule (if any) applicable to the
          issued shares and the consideration to be paid or given by the
          Participant for such shares.

     2.   The Plan Administrator shall have the absolute discretion
          either to grant options in accordance with the Option Grant
          Program or to effect stock issuances in accordance with the Stock
          Issuance Program.

E.   STOCK SUBJECT TO THE PLAN

     1.   The stock issuable under the Plan shall be shares of authorized
          but unissued or reacquired Common Stock.  The maximum number of
          shares of Common Stock which may be issued over the term of the
          Plan shall not exceed one million five hundred thousand (1,500,000)
	  shares.

     2.   Shares of Common Stock subject to outstanding options shall be
          available for subsequent issuance under the Plan to the extent
          (i) the options expire or terminate for any reason prior to
          exercise in full or (ii) the options are canceled in accordance
          with the cancellation-re-grant provisions of Section II(E).

     3.   Should any change be made to the Common Stock by reason of any
          stock split, stock dividend, recapitalization, combination of
          shares, exchange of shares or other change affecting the
          outstanding Common Stock as a class without the Corporation's
          receipt of consideration, appropriate adjustments shall be made
          to the maximum number and/or class of securities issuable under
          the Plan.  The adjustments determined by the Plan Administrator
          shall be final, binding and conclusive.


II.  OPTION GRANT PROGRAM

     A.   TYPES OF OPTIONS

          The Option Grant Program shall be comprised of two types of
          options as follows:

          1.   Incentive Options which are options intended to qualify
               under the Code, subject to limiting conditions, for
               favorable tax treatment in respect of the recognition of
               ordinary income, gain, or loss and withholding requirements
               applicable to the exercise of the options and disposition of
               the shares of Common Stock acquired upon exercise of
               Incentive Options.

          2.   Non-Statutory Options which are those options that are not
               intended to qualify under the Code for favorable tax
               treatment in respect of the recognition of ordinary income,
               gain, or loss and withholding requirements applicable to the
               exercise of options and disposition of shares of Common
               Stock acquired pursuant to the exercise of the Non-Statutory
               options.  The Option grant program intends that the
               treatment of such transactions in respect of Non-Statutory
               Options will be governed by the taxation rules applicable to
               the transfer of property in connection with the performance
               of services.

B.   OPTION TERMS APPLICABLE TO BOTH INCENTIVE AND NON-STATUTORY OPTIONS

          1.   Option Agreements.

               Each option shall be evidenced by one or more option
          agreements between the Corporation and the Optionee.  Option
          agreements shall designate the number of shares and the exercise
          price of the Option to which it pertains, and shall set forth the
          vesting schedule of the Option or state that the Option is vested
          immediately.  The option agreements shall be in writing, dated as
          of the date the option is granted, and shall be executed on
          behalf of the Corporation by such officers as the Board shall
          authorize.  Option agreements shall be in such form and contain
          such additional provisions as the Plan Administrator shall
          prescribe, but in no event shall they contain provisions
          inconsistent with the provisions of this Plan.

          2.   Exercise Price.


               a.   The exercise price per share shall be fixed by the Plan
                    Administrator for Incentive and Non-Statutory Options
                    as set forth below.

               b.   The exercise price shall become immediately due upon
                    exercise of the option and shall, subject to the
                    provisions of Section IV(A) and the documents
                    evidencing the option, be payable in cash or check made
                    payable to the Corporation.  The Plan Administrator, in
                    its discretion, may also permit the exercise price to
                    be paid partly in cash and/or as follows:

                (1)  in shares of Common Stock held by the stockholder for
                    a  period longer than six (6) months valued at Fair
                    Market
                        Value on the Exercise Date, or

                    (2)  to the extent the option is exercised for vested
                         shares, through a special sale and remittance
                         procedure pursuant to which the Optionee shall
                         concurrently provide irrevocable written
                         instructions (A) to a Corporation-designated
                         brokerage firm to effect the immediate sale of the
                         purchased shares and remit to the Corporation, out
                         of the sale proceeds available on the settlement
                         date, sufficient funds to cover the aggregate
                         exercise price payable for the purchased shares
                         plus all applicable Federal, state and local
                         income and employment taxes required to be
                         withheld by the Corporation by reason of such
                         exercise, and (B) to the Corporation to deliver
                         the certificates for the purchased shares directly
                         to such brokerage firm in order to complete the
                         sale.

               c.   Except to the extent such sale and remittance procedure
                    is utilized, payment of the exercise price for the
                    purchased shares must be made on the Exercise Date.

          3.   Exercise and Term of Options.

               Each option shall be exercisable at such time or times,
          during such period and for such number of shares as shall be
          determined by the Plan Administrator and set forth in the
          documents evidencing the option grant.  However, no option shall
          have a term in excess of ten (10) years measured from the option
          grant date.  The terms of Incentive and Non-Qualified Options
          shall be fixed by the Plan Administrator within the limits
          specified below.

          4.   Effect of Termination of Service.

               a.   The following provisions shall govern the exercise of
                    any options held by the Optionee at the time of
                    cessation of Service or death:

                    (1)  Should the Optionee cease to remain in Service for
                         Misconduct, then the options shall terminate on
                         the date of cessation of the Service.

                    (2)  Should the Optionee cease to remain in Service for
                         any reason other than Misconduct, Disability or
                         death, then the Optionee shall have a period of
                         three (3) months following the date of such
                         cessation of Service during which to exercise each
                         outstanding option held by such Optionee.

                    (3)  Should Optionee's Service terminate by reason of
                         Disability, then the Optionee shall have a period
                         of twelve (12) months following the date of such
                         cessation of Service during which to exercise each
                         outstanding option held by such Optionee.

                    (4)  If the Optionee dies while holding an outstanding
                         option, then the personal representative of his or
                         her estate or the person or persons to whom the
                         option is transferred pursuant to the Optionee's
                         will or the laws of inheritance shall have a
                         twelve (12) month period following the date of the
                         Optionee's death to exercise such option.

                    (5)  Under no circumstances, however, shall any such
                         option be exercisable after the specified
                         expiration of the option term.

                    (6)  During the applicable post-Service exercise
                         period, the option may not be exercised in the
                         aggregate for more than the number of vested
                         shares for which the option is exercisable on the
                         date of the Optionee's cessation of Service.  Upon
                         the expiration of the applicable exercise period
                         or (if earlier) upon the expiration of the option
                         term, the option shall terminate and cease to be
                         outstanding for any vested shares for which the
                         option has not been exercised.  However, the
                         option shall, immediately upon the Optionee's
                         cessation of Service, terminate and cease to be
                         outstanding with respect to any and all option
                         shares for which the option is not otherwise at
                         the time exercisable or in which the Optionee is
                         not otherwise at that time vested.

               b.   The Plan Administrator shall have the discretion,
                    exercisable either at the time an option is granted or
                    at any time while the option remains outstanding, to:


                    (1)  extend the period of time for which the option is
                         to remain exercisable following Optionee's
                         cessation of Service or death from the limited
                         period otherwise in effect for that option to such
                         greater period of time as the Plan Administrator
                         shall deem appropriate, but in no event beyond the
                         expiration of the option term; and/or


                    (2)  permit the option to be exercised, during the
                         applicable post-Service exercise period, not only
                         with respect to the number of vested shares of
                         Common Stock for which such option is exercisable
                         at the time of the Optionee's cessation of Service
                         but also with respect to one or more additional
                         installments in which the Optionee would have
                         vested under the option had the Optionee continued
                         in Service.

               5.   Shareholder Rights.  The holder of an option shall have
                    no shareholder rights with respect to the shares
                    subject to the option until such person shall have
                    exercised the option, paid the exercise price, and
                    become a holder of record of the purchased shares.

               6.   Vesting Provisions.  The Plan Administrator may not
                    impose a vesting schedule upon any option grant which
                    is more restrictive than twenty percent (20%) per year
                    vesting, with the initial vesting to occur not later
                    than one (1) year after the option grant date.

               7.   Limited Transferability of Options.  During the
                    lifetime of the Optionee, the option shall be
                    exercisable only by the Optionee and shall not be
                    assignable or transferable other than by will or by the
                    laws of descent and distribution following the
                    Optionee's death.

               8.   Withholding.  The Corporation's obligation to deliver
                    shares of Common Stock upon the exercise of any options
                    granted under the Plan shall be subject to the
                    satisfaction of all applicable Federal, state and local
                    income and employment tax withholding requirements.

          C.   INCENTIVE OPTIONS

          The terms specified below shall be applicable to all Incentive
     Options.  Except as modified by the provisions of this Section II(C),
     all the provisions of the Plan shall be applicable to Incentive
     Options.  Options which are specifically designated as Non-Statutory
     Options shall not be subject to the terms of this Section II (C).

          1.   Eligibility.  Incentive Options may only be granted to
               Employees.

          2.   Exercise Price.  The exercise price per share shall not be
               less than one hundred percent (100%) of the Fair Market
               Value per share of Common Stock on the option grant date.
               For options granted to a 10% Shareholder, the exercise price
               per share shall not be less than one hundred ten percent
               (110%) of the Fair Market Value per share of Common Stock on
               the option grant date.

          3.   Dollar Limitation.  The aggregate Fair Market Value of the
               shares of Common Stock (determined as of the respective date
               or dates of grant) for which one or more options granted to
               any Employee under the Plan (or any other option plan of the
               Corporation or any Parent or Subsidiary) may for the first
               time become exercisable as Incentive Options during any one
               (1) calendar year shall not exceed the sum of One Hundred
               Thousand Dollars ($100,000).  To the extent the Employee
               holds two (2) or more such options which become exercisable
               for the first time in the same calendar year, the foregoing
               limitation on the exercisability of such options as
               Incentive Options shall be applied on the basis of the order
               in which such options are granted.

          4.   Option Term for 10% Shareholder.  If any Employee to whom an
               Incentive Option is granted is a 10% Shareholder, then the
               option term shall not exceed five (5) years measured from
               the option grant date.

     D.   NON-STATUTORY OPTIONS

          The terms specified below shall be applicable to all Non-
     Statutory Options.  Except as modified by the provisions of this
     Section II(D), all the provisions of the Plan shall be applicable to
     Non-Statutory Options.

          1.   Eligibility.  Non-Statutory Options may be granted to the
               following persons:

               a.   Employees,

               b.   non-employee members of the Board or the non-employee
                    members of the board of directors of any Parent or
                    Subsidiary, and

               c.   consultants and other independent advisors who provide
                    services to the Corporation (or any Parent or
                    Subsidiary), provided that such consultants or advisors
                    are natural persons; that they provide bona fide
                    services to the Corporation (or the Parent or
                    Subsidiary); and that the services are not in
                    connection with the offer or sale of securities in a
                    capital-raising transaction, and do not directly or
                    indirectly promote or maintain a market for the
                    Corporation's securities.

          2.   Exercise Price.  The exercise price per share covered by a
               Non-Statutory Option shall not be less than eighty-five
               percent (85%) of the Fair Market Value per share of Common
               Stock on the option grant date.


     E.   CORPORATE TRANSACTION

          1.   The Plan and each option outstanding under the Plan at the
               time of a Corporate Transaction shall terminate and cease to
               be outstanding, but only after each Optionee (or the
               successor in interest) has been given, for the period of ten
               (10) days ending five (5) days before the effective date of
               the Corporate Transaction (or such longer period as the
               Board may specify), the right to exercise any unexpired
               option in full or in part, but only to the extent that, on
               the date of such Corporate Transaction, such Optionee's
               right to exercise such option has vested pursuant the terms
               of the applicable option agreement and has not previously
               been exercised.  However, the outstanding options shall not
               terminate and cease to be outstanding on such an accelerated
               basis if and to the extent such options are assumed by the
               successor corporation (or parent thereof) in the Corporate
               Transaction.

          2.   Each option which is assumed in connection with a Corporate
               Transaction shall be appropriately adjusted, immediately
               after such Corporate Transaction, to apply to the number and
               class of securities which would have been issuable to the
               Optionee in consummation of such Corporate Transaction, had
               the option been exercised immediately prior to such
               Corporate Transaction.  Appropriate adjustments shall also
               be made to (i) the number and class of securities available
               for issuance under the Plan following the consummation of
               such Corporate Transaction and (ii) the exercise price
               payable per share under each outstanding option, provided
               the aggregate exercise price payable for such securities
               shall remain the same.

          3.   The Plan Administrator shall have the discretion,
               exercisable either at the time the option is granted or at
               any time while the option remains outstanding, to provide
               for the automatic acceleration (in whole or in part) of one
               or more outstanding options upon the occurrence of a
               Corporate Transaction, whether or not those options are to
               be assumed or replaced in the Corporate Transaction.

          4.   The portion of any Incentive Option accelerated in
               connection with a Corporate Transaction shall remain
               exercisable as an Incentive Option only to the extent the
               applicable One Hundred Thousand Dollar ($100,000) limitation
               is not exceeded.  To the extent such dollar limitation is
               exceeded, the accelerated portion of such option shall be
               exercisable as a Non-Statutory Option under the Federal tax
               laws.

          5.   Subject to Section II(F) below, the grant of options under
               the Plan shall in no way affect the right of the Corporation
               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.

     F.   ADJUSTMENTS

          1.   If the Corporation shall at any time subdivide its
               outstanding shares of Common Stock by recapitalization,
               reclassification or split-up thereof, or if the Corporation
               shall declare a stock dividend or distribute shares of
               Common Stock to its stockholders, the number of shares of
               Common Stock purchasable upon exercise of the options
               immediately prior to such subdivision shall be
               proportionately increased in each instance, and if the
               Corporation shall at any time combine the outstanding shares
               of Common Stock by  recapitalization, reclassification or
               combination thereof, the number of shares of Common Stock
               purchasable upon exercise of the options immediately prior
               to such combination shall be proportionately decreased in
               each instance.  Any adjustment which is the result of a
               stock dividend or distribution shall be effective on the
               record date therefor.

          2.   Whenever the number of shares of Common Stock purchasable
               upon the exercise of any of the options is required to be
               adjusted as provided in Section II(F)(1) above, the exercise
               price per share shall be adjusted (to the nearest cent) in
               each instance by multiplying such exercise price per share
               immediately prior to such adjustment by a fraction (x) the
               numerator of which shall be the number of shares of Common
               Stock purchasable upon the exercise of the options
               immediately prior to such adjustment, and (y) the
               denominator of which shall be the number of shares of Common
               Stock so purchasable immediately thereafter.

          3.   In case the Corporation shall, at any time prior to the
               expiration date of the options, and prior to the exercise
               thereof, offer to the holders of its Common Stock any right
               to subscribe for additional shares of any class of the
               Corporation, then the Corporation shall give written notice
               thereof to the registered holders of the options not less
               than thirty (30) days prior to the date on which the books
               of the Corporation are closed  or a record date fixed for
               the determination of stockholders entitled to such
               subscription rights.  Such notice shall specify the date as
               to which the books shall be closed or record date be fixed
               with respect to such offer or subscription, and the right of
               the holders to participate in such offer or subscription
               shall terminate if the options shall not be exercised on
               before the date of such closing of the books or such record
               date.

          4.   If the Corporation shall take any action affecting the
               shares of its Common Stock, other than that action described
               in this Plan, which, in the opinion of the Plan
               Administrator, would materially affect the rights of the
               holders of the options or the exercise price per share, the
               number of shares of Common Stock purchasable on exercise of
               the options shall be adjusted in each instance and at such
               time as the Plan Administrator, in good faith, may determine
               to be equitable under the circumstances.  The adjustments
               determined by the Plan Administrator shall be final,
               binding, and conclusive.

          5.   Any changes or adjustments in the number of shares of Common
               Stock purchasable upon the exercise of the options or in the
               exercise price of options, as required or authorized by this
               Section II(F), shall be made with respect to all authorized
               options whether or not they have yet been issued or
               outstanding at the time of the occurrence of the
               circumstance leading to such change or adjustment.

     G.   CANCELLATION AND RE-GRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect, at any
     time and from time to time, with the consent of the affected option
     holders and subject to approval of the shareholders of the
     Corporation, the cancellation of any or all outstanding options under
     the Plan and to grant in substitution therefor new options covering
     the same or different number of shares of Common Stock but with an
     exercise price per share based on the Fair Market Value per share of
     Common Stock on the new option grant date.  The type and amount of
     consideration for the substituted options shall be subject to the
     approval of the Plan Administrator.

III. STOCK ISSUANCE PROGRAM

     A.   STOCK ISSUANCE TERMS

          Shares of Common Stock may be issued under the Stock Issuance
     Program through direct and immediate issuances without any intervening
     option grants.  Each such stock issuance shall be evidenced by a Stock
     Issuance Agreement which complies with the terms specified below.

          1.   Cost of Shares.  Grants of shares of Common Stock under the
            Stock Issuance Program shall be made at such cost as the Plan
            Administrator shall determine and may be issued for no monetary
            consideration, subject to applicable state law.

          2.   Vesting Provisions.

          a.   Shares of Common Stock issued under the Stock Issuance
               Program may, in the discretion of the Plan Administrator, be
               fully and immediately vested upon issuance or may vest in
               one or more installments over the Participant's period of
               Service or upon attainment of specified performance
               objectives.  However, the Plan Administrator may not impose
               a vesting schedule upon any stock issuance effected under
               the Stock Issuance Program which is more restrictive than
               twenty percent (20%) per year vesting, with initial vesting
               to occur not later than one (1) year after the issuance
               date.

          b.   Any new, substituted or additional securities or other
               property (including money paid other than as a regular cash
               dividend) which the Participant may have the right to
               receive with respect to the Participant's unvested shares of
               Common Stock by reason of any stock dividend, stock split,
               recapitalization, combination of shares, exchange of shares
               or other change affecting the outstanding Common Stock as a
               class without the Corporation's receipt of consideration
               shall be issued subject to (i) the same vesting requirements
               applicable to the Participant's unvested shares of Common
               Stock and (ii) such escrow arrangements as the Plan
               Administrator shall deem appropriate.

          c.   Unless specified otherwise in the Stock Issuance Agreement,
               the Participant shall have full shareholder rights with
               respect to any shares of Common Stock issued to the
               Participant under the Stock Issuance Program, whether or not
               the Participant's interest in those shares is vested, and
               accordingly, the Participant shall have the right to vote
               such shares and to receive any regular cash dividends paid
               on such shares.

          d.   Should the Participant cease to remain in Service while
               holding one or more unvested shares of Common Stock issued
               under the Stock Issuance Program or should the performance
               objectives not be attained with respect to one or more such
               unvested shares of Common Stock, then those shares shall be
               immediately surrendered to the Corporation for cancellation,
               and the Participant shall have no further shareholder rights
               with respect to those shares.  To the extent the surrendered
               shares were previously issued to the Participant for
               consideration paid in cash or cash equivalent (including the
               Participant's purchase-money indebtedness), the Corporation
               shall repay to the Participant the cash consideration paid
               for the surrendered shares and shall cancel the unpaid
               principal balance of any outstanding purchase-money note of
               the Participant attributable to such surrendered shares.

          e.   The Plan Administrator may in its discretion waive the
               surrender and cancellation of one or more unvested shares of
               Common Stock (or other assets attributable thereto) which
               would otherwise occur upon the non-completion of the vesting
               schedule applicable to such shares.  Such waiver shall
               result in the immediate vesting of the Participant's
               interest in the shares of Common Stock as to which the
               waiver applies.  Such waiver may be effected at any time,
               whether before or after the Participant's cessation of
               Service or the attainment or non-attainment of the
               applicable performance objectives.


     3.   Non-transferability.  Shares of Common Stock granted under the
          Stock Issuance program shall not be transferable until the shares
          are vested.

B.   CORPORATE TRANSACTION

     1.   Upon the occurrence of a Corporate Transaction all unvested
          shares not assumed by the successor corporation (or parent
          thereof) shall be immediately surrendered to the Corporation for
          cancellation, and the Participant shall have no further
          shareholder rights with respect to those shares.  To the extent
          the surrendered shares were previously issued to the Participant
          for consideration paid in cash or cash equivalent (including the
          Participant's purchase-money indebtedness), the Corporation shall
          repay to the Participant the cash consideration paid for the
          surrendered shares and shall cancel the unpaid principal balance
          of any outstanding purchase-money note of the Participant
          attributable to such surrendered shares.

     2.   The Plan Administrator shall have the discretionary authority,
          exercisable either at the time the unvested shares are issued or
          any time while the Corporation's repurchase rights with respect
          to those shares remaining outstanding, to provide that those
          rights shall automatically terminate on an accelerated basis, and
          the shares of Common Stock subject to those terminated rights
          shall immediately vest, in the event of a Corporate Transaction
          or in the event that the Participant's Service should
          subsequently terminate by reason of an Involuntary Termination
          within a period designated by the Plan Administrator following
          the effective date of any Corporate Transaction in which those
          repurchase rights are assumed by the successor corporation (or
          parent thereof).


C.   SHARE ESCROW/LEGENDS

          Unvested shares may, in the Plan Administrator's discretion, be
     held in escrow by the Corporation until the Participant's interest in
     such shares vests or may be issued directly to the Participant with
     restrictive legends on the certificates evidencing those unvested
     shares.


IV.   MISCELLANEOUS

     A.   FINANCING

          The Plan Administrator may permit any Optionee or Participant to
     pay the option exercise price or the purchase price for shares issued
     to such person under the Plan by delivering a full-recourse,
     interest-bearing promissory note payable in one or more installments
     and secured by the purchased shares.  In no event shall the maximum
     credit available to the Optionee or Participant exceed the sum of (i)
     the aggregate option exercise price or purchase price payable for the
     purchased shares plus (ii) any Federal, state and local income and
     employment tax liability incurred by the Optionee or the Participant
     in connection with the option exercise or share purchase.

     B.   EFFECTIVE DATE AND TERM OF PLAN

        1.  The Plan is and shall become effective when adopted by the
            Board.
            The Plan Administrator may grant options and issue shares under
            the Plan at any time after the effective date of the Plan and
               before the date fixed herein for termination of the Plan.

          2.   The Plan shall terminate upon the earliest of (i) December
               31, 2009, (ii) the date on which all shares available for
               issuance under the Plan shall have been issued, or (iii) the
               termination of all outstanding options in connection with a
               Corporate Transaction.  All options and unvested stock
               issuances outstanding at that time under the Plan shall
               continue to have full force and effect in accordance with
               the provisions of the documents evidencing such options or
               issuances.

     C.   AMENDMENT OF THE PLAN

        1.   The Board shall have complete and exclusive power authority to
               amend or modify the Plan in any or all respects.  However,
               no such amendment or modification shall adversely affect the
               rights and obligations with respect to options or unvested
               stock issuances at the time outstanding under the Plan unless
               the Optionee or the Participant consents to such amendment or
               modification.  In addition, the Board shall not amend the
               Plan, without approval of the shareholders of the
               Corporation, in a manner which would:

               a.   Cause Options which are intended to qualify as
                    Incentive Options to fail to qualify;
               b.   Increase the number of shares of Common Stock issuable
                    over the term of the Plan;
               c.   Cause the Plan to fail to meet the requirements of Rule
                    16b-3; or
               d.   Violate applicable law.


          2.   Options may be granted under the Option Grant Program and
               shares may be issued under the Stock Issuance Program which
               are in each instance in excess of the number of shares of
               Common Stock then available for issuance under the Plan,
               provided any excess shares actually issued under those
               programs shall be held in escrow until there is obtained
               shareholder approval of an amendment sufficiently increasing
               the number of shares of Common Stock available for issuance
               under the Plan.  If such shareholder approval is not
               obtained within twelve (12) months after the date the first
               such excess issuances are made, then (i) any unexercised
               options granted on the basis of such excess shares shall
               terminate and cease to be outstanding and (ii) the
               Corporation shall promptly refund to the Optionees and the
               Participants the exercise or purchase price paid for any
               excess shares issued under the Plan and held in escrow,
               together with interest (at the applicable Short Term Federal
               Rate) for the period the shares were held in escrow, and
               such shares shall thereupon be automatically canceled and
               cease to be outstanding.

     D.   USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of
     shares of Common Stock under the Plan shall be used for general
     corporate purposes.


     E.   WITHHOLDING

          The Corporation's obligation to deliver shares of Common Stock
     upon the exercise of any options or upon the vesting of any shares
     issued under the Plan shall be subject to the satisfaction of all
     applicable Federal, state and local income and employment tax
     withholding requirements.

     F.   REGULATORY APPROVALS

          The implementation of the Plan, the granting of any options under
     the Plan and the issuance of any shares of Common Stock (i) upon the
     exercise of any option or (ii) under the Stock Issuance Program shall
     be subject to the Corporation's procurement of all approvals and
     permits required by regulatory authorities having jurisdiction over
     the Plan, the options granted under it and the shares of Common Stock
     issued pursuant to it.

     G.   NO EMPLOYMENT OR SERVICE RIGHTS

          Nothing in the Plan shall confer upon the Optionee or the
     Participant any right to continue in Service for any period of
     specific duration or interfere with or otherwise restrict in any way
     the rights of the Corporation (or any Parent or Subsidiary employing
     or retaining such person) or of the Optionee or the Participant, which
     rights are hereby expressly reserved by each, to terminate such
     person's Service at any time for any reason, with or without cause.

     H.   INDEMNIFICATION

          In addition to such other rights as they may have as directors or
     as members of the Committee, the members of the Plan Administrator
     shall be indemnified by the Corporation against the reasonable
     expenses, including attorneys' fees, actually and necessarily incurred
     in connection with the defense of any action, suit, or proceeding, and
     in connection with any appeal therein, to which they or any of them
     may be a party by reason of any action or failure to act under or in
     connection with this Plan or any option or stock award granted
     hereunder, and against all amounts paid by them in settlement thereof
     (provided such settlement is approved by independent legal counsel
     selected by the Corporation) or paid by them in satisfaction of a
     judgment in any such action, suit, or proceeding, except in relation
     to matters as to which it shall be finally adjudged in such action,
     suit, or proceeding that such member of the Plan Administrator is
     liable for gross negligence or willful misconduct in the performance
     of his duties; provided that within 60 days after institution of any
     such action, suit, or proceeding (or within 30 days after service upon
     such member of legal process in such case, if later) a member of the
     Plan Administrator shall in writing offer the Corporation the
     opportunity, at its own expense, to handle and defend the same.


     I.   RULE 16b-3

          With respect to Participates subject to Rule 16b-3, transactions
     under the Plan are intended to comply with all applicable provisions
     of Rule 16b-3.  To the extent any provision of the Plan or action by
     the Plan Administrator fails to so comply, it shall be deemed null and
     void, to the extent permitted by law and deemed  advisable by the Plan
     Administrator.

     J.   RELATIONSHIP TO OTHER PLANS

          Nothing in this Plan shall prevent the Corporation (or any Parent
     or Subsidiary) from adopting or continuing other or additional
     compensation arrangements, including without limitation plans
     providing for the granting of restricted stock awards, options, cash,
     or Common Stock performance bonuses.  Grants under the Plan may form a
     part of or otherwise be related to such other or additional
     compensation arrangements.


                                  APPENDIX

The following definitions shall be in effect under the Plan:

     "Board" shall mean the Corporation's Board of Directors.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Committee" shall mean a committee of two (2) or more non-employee Board
members appointed by the Board to exercise one or more administrative
functions under the Plan.

     "Common Stock" shall mean the Corporation's common stock.

     "Corporate Transaction" shall mean either of the following shareholder
approved transactions to which the Corporation is a party:

     (a)  a merger or consolidation in which securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities are transferred to a person or
     persons different from the persons holding those securities
     immediately prior to such transaction, or

     (b)  the sale, transfer or other disposition of all or substantially
     all of the Corporation's assets in complete liquidation or dissolution
     of the Corporation.

     "Corporation" or "Company" shall mean Anticline Uranium, Inc., a Nevada
corporation.

     "Disability" shall mean the inability of the Optionee or the Participant
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment and shall be determined by the
Plan Administrator on the basis of such medical evidence as the Plan
Administrator deems warranted under the circumstances.

     "Employee" shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and
the manner and method of performance.

     "Exercise Date" shall mean the date on which the Corporation shall have
received written notice of the option exercise.

     "Fair Market Value" per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

     (a)  If the Common Stock is at the time traded on the NASDAQ
     National Market, then the Fair Market Value shall be the closing
     selling price per share of Common Stock on the date in question, as
     such price is reported by the National Association of Securities
     Dealers on the NASDAQ National Market or any successor system.  If
     there is no closing selling price for the Common Stock on the date in
     question, then the Fair Market Value shall be the closing selling
     price on the last preceding date for which such quotation exists.

     (b)  If the Common Stock is at the time listed on any Stock Exchange,
     then the Fair Market Value shall be the closing selling price per
     share of Common Stock on the date in question on the Stock Exchange
     determined by the Plan Administrator to be the primary market for the
     Common Stock, as such price is officially quoted in the composite tape
     of transactions on such exchange.  If there is no closing selling
     price for the Common Stock on the date in question, then the Fair
     Market Value shall be the closing selling price on the last preceding
     date for which such quotation exists.

     (c)  If the Common Stock is at the time neither listed on any Stock
     Exchange nor traded on the NASDAQ National Market, then the Fair
     Market Value shall be determined by the Plan Administrator after
     taking into account such factors as the Plan Administrator shall deem
     appropriate.

     "Incentive Option" shall mean an option which satisfies the requirements
of Code Section 422.

     "Involuntary Termination" shall mean the termination of the Service (see
definition below) of any individual which occurs by reason of:

     (a)  such individual's involuntary dismissal or discharge by the
     Corporation for reasons other than Misconduct, or

     (b)  such individual's voluntary resignation following (A) a change in
     his or her position with the Corporation which materially reduces his
     or her level of responsibility, (B) a reduction in his or her level of
     compensation (including base salary, fringe benefits and target
     bonuses under any corporate performance based bonus or incentive
     programs) by more than fifteen percent (15%), or (c) a relocation of
     such individual's place of employment by more than fifty (50) miles,
     provided and only if such change, reduction or relocation is effected
     without the individual's consent.

     The Plan Administrator shall be entitled to revise the definition of
     "Involuntary Termination" and "Misconduct" with respect to individual
     Optionees or Participants under the Plan.

     "Misconduct" shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Optionee or Participant, any unauthorized use or
disclosure by such person of confidential information or trade secrets of
the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs of
the Corporation (or any Parent or Subsidiary) in a material manner.  The
foregoing definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may consider
as grounds for the dismissal or discharge of any Optionee, Participant or
other person in the Service of the Corporation (or any Parent or
Subsidiary).

     "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Non-Statutory Option" shall mean an option not intended to satisfy the
requirements of Code Section 422.

     "Option Grant Program" shall mean the option grant program in effect
under the Plan.

     "Optionee" shall mean any person to whom an option is granted under the
Plan.

     "Parent" shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

     "Participant" shall mean any person who is issued shares of Common Stock
under the Stock Issuance Program.

     "Plan" shall mean the Corporation's 2003 Stock Option/Stock Issuance
Plan, all as set forth in this document.

     "Plan Administrator" shall mean either the Board or the Committee acting
in its capacity as administrator of the Plan.

     Rule 16b-3 shall mean Rule 16b-3 promulgated under the 1934 Act by the
U.S. Securities and Exchange Commission, as amended, or any successor rule
in effect from time to time.

     "Service" shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided
in the documents evidencing the option grant.

     "Stock Exchange" shall mean either the American Stock Exchange or the
New York Stock Exchange.

     "Stock Issuance Agreement" shall mean the agreement entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

     "Stock Issuance Program" shall mean the stock issuance program in effect
under the Plan.

     "Subsidiary" shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.

     "10% Shareholder" shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any
Parent or Subsidiary).