**WORLD
      AM, INC.**


**STOCK
      OPTION PLAN**





**1** **.
      GENERAL PROVISIONS.**





1 . 1  Purpose .





The
      World
      Am, Inc. Stock Option Plan (“Plan”) is intended to allow designated directors,
      officers and employees (all of whom are sometimes collectively referred to
      herein as “Designees”) of World Am, Inc., a Nevada corporation (“World Am”), and
      its Subsidiaries (as that term is defined below) which it may have from time
      to
      time (World Am and such Subsidiaries are referred to herein as the “Company”),
      to receive certain options (“Stock Options”) to purchase World Am ’ s
      common
      stock, one hundredth of one cent ($0.0001) par value (“Common Stock”). As used
      in this Plan, the term “Subsidiary” shall mean each corporation which is a
“subsidiary corporation” of World Am within the meaning of Section 424(f) of the
      Internal Revenue Code of 1986, as amended (“Code”). The purpose of this Plan is
      to provide Designees with equity-based compensation incentives to make
      significant and extraordinary contributions to the long-term performance and
      growth of the Company, and to attract and retain employees and directors of
      exceptional ability.





1 . 2  Administration .





1 . 2 . 1  The
      Plan
      shall be administered by one or more members of the Board of Directors (“Board”)
      of World Am (“Committee”). The Committee shall select one of its members as
      Chairman and shall act by vote of a majority of a quorum, or by unanimous
      written consent. A majority of its members shall constitute a quorum. The
      Committee shall be governed by the provisions of World Am’s Bylaws and of Nevada
      law applicable to the Board.





1 . 2 . 2  The
      Committee shall have full and complete authority, in its discretion, but subject
      to the express provisions of the Plan: to approve the Designees nominated by
      the
      management of the Company to be granted Stock Options; to determine the number
      of Stock Options to be granted to an Designees; to determine the time or times
      at which Stock Options shall be granted; to establish the terms and conditions
      upon which Stock Options may be exercised; to remove or adjust any restrictions
      and conditions upon Stock Options; to specify, at the time of grant, provisions
      relating to exercisability of Stock Options and to accelerate or otherwise
      modify the exercisability of any Stock Options; and to adopt such rules and
      regulations and to make all other determinations deemed necessary or desirable
      for the administration of the Plan. All interpretations and constructions of
      the
      Plan by the Committee, and all of its actions hereunder, shall be binding and
      conclusive on all persons for all purposes.





1 . 2 . 3  The
      Company hereby agrees to indemnify and hold harmless each Committee member
      and
      each Designee of the Company, and the estate and heirs of such Committee member
      or Designee, against all claims, liabilities, expenses, penalties, damages
      or
      other pecuniary losses, including legal fees, which such Committee member or
      Designee, his or her estate or heirs may suffer as a result of his or her
      responsibilities, obligations or duties in connection with the Plan, to the
      extent that insurance, if any, does not cover the payment of such items. No
      member of the Committee or the Board shall be liable for any action or
      determination made in good faith with respect to the Plan or any Stock Option
      granted pursuant to the Plan.




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1 . 3  Eligibility
      and Participation .





Designees
      eligible under the Plan shall be approved by the Committee from those Designees
      who, in the opinion of the management of the Company, are in positions that
      enable them to make significant and extraordinary contributions to the long-term
      performance and growth of the Company. In selecting Designees to whom Stock
      Options may be granted, consideration shall be given to factors such as
      employment position, duties and responsibilities, ability, productivity, length
      of service, morale, interest in the Company and recommendations of
      supervisors.





1.4 Shares
      Subject to the Plan .





The
      maximum number of shares of Common Stock that may be issued pursuant to the
      Plan
      shall be Forty-Five Million (45,000,000) subject to adjustment pursuant to
      the
      provisions of paragraph 2.4.1. If shares of Common Stock issued under the Plan
      are reacquired by the Company due to a forfeiture or for any other reason,
      such
      shares shall be cancelled and thereafter shall again be available for purposes
      of the Plan. If a Stock Option expires, terminates or is cancelled for any
      reason without having been exercised in full, the shares of Common Stock not
      purchased thereunder shall again be available for purposes of the
      Plan.





**2** **.** **PROVISIONS RELATING TO STOCK OPTIONS.**





2. 1  Grants
      of Stock Options .





The
      Committee may grant Stock Options in such amounts, at such times, and to such
      Designees nominated by the management of the Company as the Committee, in its
      discretion, may determine. The Committee shall grant Stock Options which do
      not
      constitute Incentive Stock Options, as defined in Section 422 of the Code,
      and
      any such Stock Options shall be designated “Non-Statutory Stock Options” by the
      Committee on the date of grant. Each Stock Option shall be evidenced by a
      written agreement (“Option Agreement”) in a form approved by the Committee,
      which shall be executed on behalf of the Company and by the Designee to whom
      the
      Stock Option is granted, and which shall be subject to the terms and conditions
      of this Plan. In the discretion of the Committee, Stock Options may include
      provisions (which need not be uniform), authorized by the Committee in its
      discretion, that accelerate a Designees’ rights to exercise Stock Options
      following a “Change in Control,” as such term is defined in paragraph 3.1
      hereof. The holder of a Stock Option shall not be entitled to the privileges
      of
      stock ownership as to any shares of Common Stock not actually issued to such
      holder.





2. 2  Purchase
      Price .





2.2.1  The
      purchase price (“Exercise Price”) of shares of Common Stock subject to each
      Stock Option (“Option Shares”) shall equal one-half cent ($0.005) per
      share.




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2.2.2  The
      Company from time to time by action of the Committee may decrease the Exercise
      Price by any amount for any period of time if the period is at least twenty
      (20)
      days, the decrease is irrevocable during the period and the Committee in its
      sole discretion shall have made a determination that such decrease would be
      in
      the best interest of the Company, which determination shall be conclusive.
      Whenever the Exercise Price is decreased pursuant to the preceding sentence,
      the
      Company shall mail to holders of record of the Stock Option a notice of the
      decrease at least fifteen (15) days prior to the date the decreased Exercise
      Price takes effect, and such notice shall state the decreased Exercise Price
      and
      the period it will be in effect.





2 . 3  Option
      Period .





The
      Stock
      Option period (“Term”) shall commence on the date of grant of the incentive
      Stock Option and shall be four (4) years or such shorter period as is determined
      by the Committee.




2 . 4  Exercise
      of Options .





2.4.1  I f
      the
      Designee has been employed (or in the case of an independent director, been
      in
      such a position) for a period of one (1) year from the date of the Stock Option,
      then the Designee shall have the right to purchase one quarter (1/4) of the
      total number of shares covered by the Stock Option, and thereafter one
      forty-eighth (1/48th) of the total number of shares covered by the Stock Option
      at the end of each full calendar month (the Company shall not recognize
      fractional months). If the Designee shall leave the Company prior to the
      expiration of the one (1) year period (“Cliff Vesting Period”), then the
      Designee shall not have the right to purchase any shares under the Stock Option.
      The Stock Option shall only be valid while the Designee remains with the
      Company. Upon a termination of his or her relationship with the Company, the
      Designee shall have a period of ninety (90) calendar days thereafter to purchase
      the amount of shares that are vested to date or they shall be forfeited.





2 . 4 .2  Each
      Stock Option may be exercised in whole or in part (but not as to fractional
      shares) by delivering a Notice of Exercise in the form prescribed by paragraph
      2.4.3, attention of the Corporate Secretary, at the principal office of the
      Company, together with payment of the Exercise Price. Payment may be made (i)
      in
      cash, (ii) by cashier’s or certified check, (iii) by surrender of previously
      owned shares of the Company’s Common Stock valued pursuant to paragraph 2.2 (if
      the Committee authorizes payment in stock in its discretion), (iv) by
      withholding from the Option Shares which would otherwise be issuable upon the
      exercise of the Stock Option that number of Option Shares equal to the exercise
      price of the Stock Option, if such withholding is authorized by the Committee
      in
      its discretion, (v) in the discretion of the Committee, by the delivery to
      the
      Company of the Designees’ promissory
      note secured by the Option Shares, bearing interest at a rate sufficient to
      prevent the imputation of interest under Sections 483 or 1274 of the Code,
      and
      having such other terms and conditions as may be satisfactory to the Committee,
      or (vi) cashless exercise program as established by World Am (in such case,
      t he
      Company shall to pay the sales commission on the exercise and sale of each
      Option Share).





2 . 4 .3  Exercise
      of each Stock Option is conditioned upon the agreement of the Designee to the
      terms and conditions of this Plan and of such Stock Option as evidenced by
      the
      Designees’ execution and delivery of a Notice and Agreement of Exercise in a
      form to be determined by the Committee in its discretion. Such Notice and
      Agreement of Exercise shall set forth the agreement of the Designee that: (a)
      no
      Option Shares shall be sold or otherwise distributed in violation of the
      Securities Act of 1933 (“Securities Act”) or any other applicable federal or
      state securities laws, (b) each Option Share certificate may be imprinted with
      legends reflecting any applicable federal and state securities law restrictions
      and conditions, (c) the Company may comply with said securities law restrictions
      and issue “stop transfer” instructions to its Transfer Agent and Registrar
      without liability, and (d) if the Designee is a Section 16 Reporting Person,
      the
      Designee shall furnish to the Company a copy of each Form 4 or Form 5 filed
      by
      said Designee and shall timely file all reports required under federal
      securities laws.




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2 . 4 .4  The
      Company shall have no obligation to file any Registration Statement covering
      the
      issuance and resales of Option Shares. Options Shares shall be restricted stock,
      as defined under Rule 144.





2.4.5  Upon
      the
      exercise of any Stock Option, as set forth above, the Company shall instruct
      its
      transfer agent to issue stock certificates in the name of Designee (or his
      or
      her nominee) and in such denominations to be specified by Designee representing
      the number of shares of Common Stock issuable upon such exercise. It
      shall
      be the Company’s responsibility to take all necessary actions and to bear all
      such costs to issue the certificate of Common Stock as provided herein,
      including the responsibility and cost for delivery of an opinion letter to
      the
      transfer agent, if so required. The person in whose name the certificate of
      Common Stock is to be registered shall be treated as a shareholder of record
      on
      and after the exercise date. Upon surrender of any Stock Option that is to
      be
      converted in part, the Company shall issue to the Designee a new Stock Option
      equal to the unconverted amount, if so requested.





2 .5  Restrictions
      on Transfer .





Each
      Stock Option granted under this Plan shall be transferable only by will or
      the
      laws of descent and distribution. The vested portion of a Stock Option so
      transferred shall be exercised within ninety (90) days after such transfer
      is
      completed. No interest of any Designee under the Plan shall be subject to
      attachment, execution, garnishment, sequestration, the laws of bankruptcy or
      any
      other legal or equitable process. Each Stock Option granted under this Plan
      shall be exercisable during an Designees’ lifetime only by such Designees or by
      such Designees’ legal representative.




**3.**  **MISCELLANEOUS
      PROVISIONS.**





3. 1  Adjustments
      Upon Change in Capitalization .





3.1.1  In
      case
      the Company shall (i) pay a dividend on Common Stock in Common Stock or
      securities convertible into, exchangeable for or otherwise entitling a holder
      thereof to receive Common Stock, (ii) declare a dividend payable in cash on
      its
      Common Stock and at substantially the same time offer its shareholders a right
      to purchase new Common Stock (or securities convertible into, exchangeable
      for
      or other entitling a holder thereof to receive Common Stock) from the proceeds
      of such dividend (all Common Stock so issued shall be deemed to have been issued
      as a stock dividend), (iii) subdivide its outstanding shares of Common Stock
      into a greater number of shares of Common Stock, (iv) combine its outstanding
      shares of Common Stock into a smaller number of shares of Common Stock, or
      (v)
      issue by reclassification of its Common Stock any shares of Common Stock of
      the
      Company, the number of shares of Option Shares immediately prior thereto shall
      be adjusted so that the Designee shall be entitled to receive after the
      happening of any of the events described above that number and kind of shares
      as
      the holders would have received had such Stock Option been converted immediately
      prior to the happening of such event or any record date with respect thereto.
      Any adjustment made pursuant to this subdivision shall become effective
      immediately after the close of business on the record date in the case of a
      stock dividend and shall become effective immediately after the close of
      business on the effective date in the case of a stock split, subdivision,
      combination or reclassification.




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3.1.2  In
      case
      the Company shall distribute, without receiving consideration therefor, to
      all
      holders of its Common Stock evidences of its indebtedness or assets, then in
      such case, the number of Option Shares shall be determined by multiplying the
      number of Option Shares by a fraction, of which the numerator shall be the
      closing bid price per share of Common Stock on the record date for such
      distribution, and of which the denominator shall be the closing bid price of
      the
      Common Stock less the then fair value (as determined by the Committee, whose
      determination shall be conclusive) of the portion of the assets or evidences
      of
      indebtedness so distributed per share of Common Stock. Such adjustment shall
      be
      made whenever any such distribution is made and shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such distribution.





3.1.3  Any
      adjustment in the number of shares of Common Stock issuable hereunder otherwise
      required to be made shall not have to be adjusted if such adjustment would
      not
      require an increase or decrease in one percent (1%) or more in the number of
      shares of Option Shares.





3.1.4  Whenever
      the number of shares of Common Stock issuable upon the exercise of the Stock
      Option is adjusted, as herein provided the Exercise Price shall be adjusted
      (to
      the nearest cent) by multiplying such Exercise Price immediately prior to such
      adjustment by a fraction, of which the numerator shall be the number of shares
      of Common Stock issuable upon the exercise of each share of the Stock Option
      immediately prior to such adjustment, and of which the denominator shall be
      the
      number of shares of Common Stock issuable immediately thereafter.





3.1.5  **** In
      the
      case of any (i) consolidation or merger of the Company into any entity (other
      than a consolidation or merger that does not result in any reclassification,
      exercise, exchange or cancellation of outstanding shares of Common Stock of
      the
      Company), (ii) sale, transfer, lease or conveyance of all or substantially
      all
      of the assets of the Company as an entirety or substantially as an entirety,
      or
      (iii) reclassification, capital reorganization or change of the Common Stock
      (other than solely a change in par value, or from par value to no par value),
      in
      each case as a result of which shares of Common Stock shall be converted into
      the right to receive stock, securities or other property (including cash or
      any
      combination thereof), the Stock Option held by the Designee shall immediately
      fully vest, assuming such holder of Common Stock of the Company (a) is not
      an
      entity with which the Company consolidated or into which the Company merged
      or
      which merged into the Company or to which such sale or transfer was made, as
      the
      case may be (“constituent entity”), or an affiliate of a constituent entity, and
      (b) failed to exercise his or her rights of election, if any, as to the kind
      or
      amount of securities, cash and other property receivable upon such
      consolidation, merger, sale or transfer. If necessary, appropriate adjustment
      shall be made in the application of the provision set forth herein with respect
      to the rights and interests thereafter of the Designee, to the end that the
      provisions set forth herein shall thereafter correspondingly be made applicable,
      as nearly as may reasonably be, in relation to any shares of stock or other
      securities or property thereafter deliverable on the exercise of the Stock
      Option. The above provisions shall similarly apply to successive consolidations,
      mergers, sales, transfers, capital reorganizations and reclassifications. The
      Company shall not effect any such consolidation, merger, sale or transfer unless
      prior to or simultaneously with the consummation thereof the successor company
      or entity (if other than the Company) resulting from such consolidation, merger,
      sale or transfer assumes, by written instrument, the obligation to deliver
      to
      the Designee such shares of stock, securities or assets as, in accordance with
      the foregoing provision, such holder may be entitled to receive under this
      section.




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3. 2  Withholding
      Taxes .





The
      Company shall have the right at the time of exercise of any Stock Option to
      make
      adequate provision for any federal, state, local or foreign taxes which it
      believes are or may be required by law to be withheld with respect to such
      exercise (“Tax Liability”), to ensure the payment of any such Tax Liability. The
      Company may provide for the payment of any Tax Liability by any of the following
      means or a combination of such means, as determined by the Committee in its
      sole
      and absolute discretion in the particular case: (i) by requiring the Designee
      to
      tender a cash payment to the Company, (ii) by withholding from the Designees’
salary or other compensation, (iii) by withholding from the Option Shares which
      would otherwise be issuable upon exercise of the Stock Option that number of
      Option Shares having an aggregate fair market value (determined in the manner
      prescribed by paragraph 2.2) as of the date the withholding tax obligation
      arises in an amount which is equal to the Designees’ Tax Liability or (iv) by
      any other method deemed appropriate by the Committee. Satisfaction of the Tax
      Liability of a Section 16 Reporting Person may be made by the method of payment
      specified in clause (iii) above only if the following two conditions are
      satisfied:





( a )  the
      withholding of Option Shares and the exercise of the related Stock Option occur
      at least twelve (12) months and one day following the date of grant of such
      Stock Option; and





( b )  the
      withholding of Option Shares is made either (i) pursuant to an irrevocable
      election (“Withholding Election”) made by such Designee at least six (6) months
      in advance of the withholding of Options Shares, or (ii) on a day within a
      ten
      (10) day “window period” beginning on the third business day following the date
      of release of the Company’s quarterly or annual summary statement of sales and
      earnings.





Anything
      herein to the contrary notwithstanding, a Withholding Election may be
      disapproved by the Committee at any time.




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3. 3  Relationship
      to Other Benefit Plans .





Stock
      Options granted hereunder shall not be deemed to be salary or other compensation
      to any Designee for purposes of any pension, thrift, profit-sharing, stock
      purchase or any other benefit plan now maintained or hereafter adopted by the
      Company.





3. 4  Amendments
      and Termination .





The
      Board
      of Directors may at any time suspend, amend or terminate this Plan.





3. 5  Successors
      in Interest .





The
      provisions of this Plan and the actions of the Committee shall be binding upon
      all heirs, successors and assigns of the Company and of Designees.





3. 6  Other
      Documents .





All
      documents prepared, executed or delivered in connection with this Plan
      (including, without limitation, Option Agreements and Incentive Agreements)
      shall be, in substance and form, as established and modified by the Committee;
      provided, however, that all such documents shall be subject in every respect
      to
      the provisions of this Plan, and in the event of any conflict between the terms
      of any such document and this Plan, the provisions of this Plan shall prevail.





3. 7  No
      Obligation to Continue Employment .





This
      Plan
      and grants hereunder shall not impose any obligation on the Company to continue
      to employ or have a relationship with any Designee covered by this Plan.
      Moreover, no provision of this Plan or any document executed or delivered
      pursuant to this Plan shall be deemed modified in any way by any employment
      or
      other contract between a Designee (or other Designees) and the
      Company.





3. 8  Misconduct
      of a Designee .





Notwithstanding
      any other provision of this Plan, if a Designee commits fraud or dishonesty
      toward the Company or wrongfully uses or discloses any trade secret,
      confidential data or other information proprietary to the Company, or
      intentionally takes any other action materially inimical to the best interests
      of the Company, as determined by the Committee, in its sole and absolute
      discretion, such Designee shall forfeit all rights and benefits under this
      Plan.





3. 9  Term
      of Plan .





This
      Plan
      was adopted by the Board effective on January 2, 2007. No Stock Options granted
      under this Plan may be exercised after January 2, 2017.


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3. 10  Governing
      Law .




This
      Plan
      shall be construed in accordance with, and governed by, the laws of the State
      of
      Nevada.





3. 11  Approval .





No
      Stock
      Option shall be exercisable unless and until the Directors of the Company have
      approved this Plan and all other legal requirements have been fully complied
      with.





3. 12  Assumption
      Agreements .





The
      Company shall require each successor, (direct or indirect, whether by purchase,
      merger, consolidation or otherwise), to all or substantially all of the business
      or assets of the Company, prior to the consummation of each such transaction,
      to
      assume and agree to perform the terms and provisions remaining to be performed
      by the Company under each Stock Option and to preserve the benefits to the
      Designees thereunder. Such assumption and agreement shall be set forth in a
      written agreement in form and substance satisfactory to the Committee (an
“Assumption Agreement”), and shall include such adjustments, if any, in the
      application of the provisions of the Stock Options and such additional
      provisions, if any, as the Committee shall require and approve, in order to
      preserve such benefits to the Designees. Without limiting the generality of
      the
      foregoing, the Committee may require an Assumption Agreement to include
      satisfactory undertakings by a successor:





( a )  to
      provide liquidity to the Designees on the exercise of Stock
      Options;





( b )  to
      require any future successor to enter into an Assumption Agreement;
      and





( c )  to
      take
      or refrain from taking such other actions as the Committee may require and
      approve, in its discretion.





3. 13  Compliance
      With Rule 16b-3 .





Transactions
      under the Plan are intended to comply with all applicable conditions of Rule
      16b-3. To the extent that any provision of the Plan or action by the Committee
      fails to so comply, it shall be deemed null and void, to the extent permitted
      by
      law and deemed advisable by the Committee.





IN
      WITNESS WHEREOF, this Plan has been executed effective as of the 2nd day of
      January, 2007.





**World
      Am, Inc.**








By: ______________________________


Robert
      A.
      Hovee, Chief Executive Officer




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