EXHIBIT
      10.1

    


    2007
      EMPLOYEES/CONSULTANTS STOCK COMPENSATION PLAN

    OF

    TANK
      SPORTS, INC.

    


    


    SECTION
      1. ESTABLISHMENT AND PURPOSE

    


    The
      Plan
      was established on March 9, 2007 effective March 9, 2007, to offer directors,
      officers and selected key employees, advisors and consultants an opportunity
      to
      acquire a proprietary interest in the success of the Company to receive
      compensation, or to increase such interest, by purchasing Shares of the
      Company’s common stock. The Plan provides both for the direct award or sale of
      Shares and for the grant of Options to purchase Shares. Options granted under
      the Plan may include non-statutory options, as well as ISOs intended to qualify
      under section 422 of the Code.

    


    The
      Plan
      is intended to comply in all respects with Rule 16.3 (or its successor) under
      the Exchange Act and shall be construed accordingly.

    


    SECTION
      2. DEFINITIONS.

    


    (A)
      “BOARD OF DIRECTORS” shall mean the Board of Directors of the Company, as
      constituted from time to time.

    


    (B)
      “CODE” shall mean the Internal Revenue Code of 1986, as amended.

    


    (C)
      “COMMITTEE” shall mean a committee of the Board of Directors, as described in
      Section 3(a).

    


    (D)
      “COMPANY” shall mean TANK SPORTS, INC., a California. corporation.

    


    (E)
      “EMPLOYEE” shall mean (i) any individual who is a common-law employee of the
      Company or of a Subsidiary, (ii) an Outside Director, (iii) an independent
      contractor who performs services for the Company or a Subsidiary and who is
      not
      a member of the Board of Directors, including consultants and advisors that
      provide professional, technical, financial, accounting, capital markets related
      and other services. Service as an Outside Director or independent contractor
      shall be considered employment for all purposes of the Plan, except as provided
      in Subsections (A) and (B) of Section 4,

    


    (F)
      “EXCHANGE ACT” shall mean the Securities Exchange Act of 1934, as
      amended.

    


    (G)
      “EXERCISE PRICE” shall mean the amount for which one share may be purchased upon
      exercise of an Option, as specified by the Committee in the applicable Stock
      Option Agreement.

    


    (H)
“FAIR
      MARKET VALUE” shall mean the market price of Stock, determined by the Committee
      as follows:

    


    (i)
      If
      Stock was traded on a stock exchange on the date in question, then the Fair
      Market Value shall be equal to the closing price reported for such date by
      the
      applicable composite-transactions report;

    


    (ii)
      If
      stock was traded over-the-counter on the date in question and was traded on
      the
      Nasdaq system or the Nasdaq National Market, then the Fair Market Value shall
      be
      equal to the last transaction price quoted for such date by the Nasdaq system
      or
      the Nasdaq National Market;

    


    (iii)
      If
      Stock was traded over-the-counter on the date in question but was not traded
      on
      the Nasdaq system or the Nasdaq National Market, then the Fair Market Value
      shall be equal to the mean between the last reported representative bid and
      asked prices quoted for such date by the principal automated inter-dealer
      quotation system on which Stock is quoted or, if the Stock is not quoted on
      any
      such system, by the “Pink Sheets” published by the National Quotation Bureau,
      Inc.; and


    
      
        
        

      

      
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    (iv)
      If
      none of the foregoing provisions is applicable, then the Fair Market Value
      shall
      be determined by the Committee in good faith on such basis as it deems
      appropriate.

    


    
       

        In
          all
          cases, the determination of Fair Market Value by the Committee shall be
          conclusive and binding on all persons.

      

    

    


    (I)
“ISO”
      shall mean an employee incentive stock option described in section 422(b) of
      the
      Code.

    


    (J)
      “NON-STATUTORY OPTION” shall mean an employee stock option not described in
      sections 422(b) or 423(b) of the Code.

    


    (K)
      “OFFEREE” shall mean an individual to whom the Committee has offered the right
      to acquire Shares under the Plan (other than upon exercise of an
      Option).

    


    (L)
      “OPTION” shall mean an ISO or Non-statutory Option granted under the Plan and
      entitling the holder to purchase Shares.

    


    (M)
      “OPTIONEE” shall mean an individual who holds an Option.

    


    (N)
      “OUTSIDE DIRECTOR” shall mean a member of the Board of Directors who is not a
      common-law employee of the Company or of a Subsidiary.

    


    (O)
      COMMITTEE PROCEDURES. The Committee shall designate one of its members as
      chairman. The Committee may hold meetings at such times and places as it shall
      determine. The acts of a majority of the Committee members present at meetings
      at which a quorum exists, or acts reduced to or approved in writing by all
      Committee members, shall be valid acts of the Committee.

    


    (P)
      COMMITTEE RESPONSIBILITIES.
      Subject to the provisions of the Plan, the Committee shall have the authority
      and discretion to take the following actions:

    


    (i)
      To
      interpret the Plan and to apply its provisions;

    


    (ii)
      To
      adopt, amend or rescind rules, procedures and forms relating to the
      Plan;

    


    (iii)
      To
      authorize any person to execute, on behalf of the Company, any instrument
      required to carry out the purposes of the Plan;

    


    (iv)
      To
      determine when Shares are to be awarded or offered for sale and when Options
      are
      to be granted under the Plan;

    


    (v)
      To
      select the Offerees and Optionees;

    


    (vi)
      To
      determine the number of Shares to be offered to each Offeree or to be made
      subject to each Option;

    


    (vii)
      To
      prescribe the terms and conditions of each award or sale of Shares, including
      (without limitation) the Purchase Price, and to specify the provisions of the
      Stock Purchase Agreement relating to such award or sale;

    


    (viii)
      To
      prescribe the terms and conditions of each Option, including (without
      limitation) the Exercise Price, to determine whether such Option is to be
      classified as an ISO or as a Non-statutory Option, and to specify the provisions
      of the Stock Option Agreement relating to such Option;

    


    (ix)
      To
      amend any outstanding Stock Purchase Agreement or Stock Option Agreement,
      subject to applicable legal restrictions and, to the extent such amendments
      adverse to the Offeree’s or Optionee’s interest, to the consent of the Offeree
      or Optionee who entered into such agreement;


    
      
        
        

      

      
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    (x)
      To
      prescribe the consideration for the grant of each Option or other right under
      the Plan and to determine the sufficiency of such consideration;
      and

    


    (xi)
      To
      take any other actions deemed necessary or advisable for the administration
      of
      the Plan.

    


    All
      decisions, interpretations and other actions of the Committee shall be final
      and
      binding on all Offerees, all Optionees, and all persons deriving their rights
      from an Offeree or Optionee. No member of the Committee shall be liable for
      any
      action that he or she has taken or has failed to take in good faith with respect
      to the Plan, any Option, or any right to acquire Shares under the
      Plan.

    


    SECTION
      3. INTENTIONALLY OMITTED

    


    SECTION
      4. ELIGIBILITY.

    


    (A)
      GENERAL RULES. Only Employees (including, without limitation, independent
      contractors, consultants and legal counsel who are not members of the Board
      of
      Directors) shall be eligible for designation as Optionees or Offerees by the
      Committee. In addition, only Employees who are common-law employees of the
      Company or a Subsidiary shall be eligible for the grant of ISOs. Employees
      who
      are Outside Directors shall only be eligible for the grant of the Non-statutory
      Options described in Subsection (B) below.

    


    (B)
      OUTSIDE DIRECTORS. Any other provision of the Plan notwithstanding, the
      participation of Outside Directors in the Plan shall be subject to the following
      restrictions:

    


    (i)
      Outside Directors shall receive no grants other than the Non-statutory options
      described in this Subsection (B)

    


    (ii)
      All
      Non-statutory Options granted to an Outside Director under this Subsection
      (B)
      shall also become exercisable in fill in the event of the termination of such
      Outside Director’s service because of death, Total and Permanent Disability or
      voluntary retirement at or after age 65.

    


    (iii)
      The
      Exercise Price under all Non-statutory Options granted to an Outside Director
      under this Subsection (B) shall be equal to 100 percent of the Fair Market
      Value
      of a Share on the date of grant, payable in one of the forms described in
      Subsections (A), (B), (C) or (D) of Section 6.

    


    (iv)
      Non-statutory options granted to an outside Director under this Subsection
      (b)
      shall terminate on the earliest of (A) the 10th anniversary of the date of
      grant, (B) the date three months after the termination of such Outside
      Director’s service for any reason other than death or Total and Permanent
      Disability or (C) the date 12 months after the termination of such Outside
      Director’s service because of death or Total and Permanent
      Disability.

    


    The
      Committee may provide that the Non-statutory Options that otherwise would be
      granted to an Outside Director under this Subsection (B) shall instead be
      granted to an affiliate of such Outside Director. Such affiliate shall then
      be
      deemed to be an Outside Director for purposes of the Plan, provided that the
      service—related vesting and termination provisions pertaining to the
      Non-statutory Options shall be applied with regard to the service of the Outside
      Director.

    


    (C)
      ATTRIBUTION RULES. For purposes of this Subsection (C), in determining stock
      ownership, an Employee shall be deemed to own the stock owned, directly or
      indirectly, by or for such Employee’s brothers, sisters, spouse, ancestors and
      lineal descendants. Stock owned, directly or indirectly, by or for a
      corporation, partnership, estate or trust shall be deemed to be owned
      proportionately by or for its stockholders, partners or beneficiaries. Stock
      with respect to which such Employee holds an option shall not be counted as
      outstanding stock.

    



    
      
        
        

      

      
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    (D)
      OUTSTANDING STOCK. For purposes of Subsection (C) above, “outstanding stock”
shall include all stock actually issued and outstanding immediately after the
      grant. “Outstanding stock” shall not include shares authorized for issuance
      under outstanding options held by the Employee or by any other
      person.

    


    SECTION
      5. STOCK SUBJECT TO PLAN.

    


    (A)
      BASIC
      LIMITATION. Shares offered under the Plan shall be authorized but unissued
      Shares or treasury Shares. The aggregate number of Shares which may be issued
      under the Plan (upon exercise of Options or other rights to acquire Shares)
      shall not exceed 10% of Shares outstanding, subject to adjustment pursuant
      to
      Section 9. The number of Shares which are subject to Options or other rights
      outstanding at any time under the Plan shall not exceed the number of Shares
      which then remain available for issuance under the Plan. The Company, during
      the
      term of the Plan, shall at all times reserve and keep available sufficient
      Shares to satisfy the requirements of the Plan.

    


    (B)
      ADDITIONAL SHARES. In the event that any outstanding Option or other right
      for
      any reason expires or is cancelled or otherwise terminated, the Shares allocable
      to the unexercised portion of such Option or other right shall again be
      available for the purposes of the Plan. In the event that Shares issued under
      the Plan are reacquired by the Company pursuant to a forfeiture provision,
      a
      right of repurchase or a right of first refusal. Such Shares shall again be
      available for the purposes of the Plan.

    


    SECTION
      6. TERMS AND CONDITIONS OF AWARDS OR SALES.

    


    (A)
      AGREEMENT. Each award or sale of Shares under the Plan (other than upon exercise
      of an Option) shall be evidenced by an Agreement between the offeree and the
      Company. Such award or sale shall be subject to all applicable terms and
      conditions of the Plan and may be subject to any other terms and conditions
      which are not inconsistent with the Plan and which the Committee deems
      appropriate for inclusion in an Agreement. The provisions of the various
      Agreements entered into under the Plan need not be identical.

    


    (B)
      DURATION OF OFFERS AND NONTRANSFERABILITY OF RIGHTS. Any right to acquire Shares
      under the Plan (other than an Option) shall automatically expire if not
      exercised by the Offeree within 30 days after the grant of such right was
      communicated to the Offeree by the Committee. Such right shall not be
      transferable and shall be exercisable only by the Offeree to whom such right
      was
      granted.

    


    (C)
      PURCHASE PRICE. The Purchase Price of Shares to be offered under the Plan shall
      not be less than 90 percent of the Fair Market Value of such Shares. Subject
      to
      the preceding sentence, the Purchase Price shall be determined by the Committee
      at its sole discretion. The Purchase Price shall be payable in a form described
      in Section 8.

    


    (D)
      WITHHOLDING TAXES. As a condition to the award, sale or vesting of Shares,
      the
      offeree shall make such arrangements as the Committee may require for the
      satisfaction of any federal, state, local or foreign withholding tax obligations
      that arise in connection with such Shares. The Committee may permit the Offeree
      to satisfy all or part of his or her tax obligations related to such Shares
      by
      having the Company withhold a portion of any Shares that otherwise would be
      issued to him or her or by surrendering any Shares that previously were acquired
      by him or her. The Shares withheld or surrendered shall be valued at their
      Fair
      Market Value on the date when taxes otherwise would be withheld in cash. The
      payment of taxes by assigning Shares to the Company, if permitted by the
      Committee, shall be subject to such restrictions as the Committee may impose,
      including any restrictions required by rules of the Securities and Exchange
      Commission.

    


    
      
        (E)
          RESTRICTIONS
          ON TRANSFER OF SHARES. Any Shares awarded or sold under the Plan shall
          be
          subject to such special forfeiture conditions, rights of repurchase, rights
          of
          first refusal and other transfer restrictions as the Committee may determine.
          Such restrictions shall be set forth in the applicable Stock Purchase Agreement
          and shall apply in addition to any general restrictions that may apply
          to all
          holders of Shares.

      

    

    


    



    
      
        
        

      

      
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    SECTION
      7. TERMS AND CONDITIONS OF OPTIONS.

    


    (A)
      STOCK
      OPTION AGREEMENT. Each grant of an Option under the Plan shall be evidenced
      by a
      Stock Option Agreement between the Optionee and the Company. Such Option shall
      be subject to all applicable terms and conditions of the Plan and may be subject
      to any other terms and conditions which are not inconsistent with the Plan
      and
      which the Committee deems appropriate for inclusion in a Stock Option Agreement.
      The provisions of the various Stock Option Agreements entered into under the
      Plan need not be identical.

    


    (B)
      NUMBER OF SHARES. Each Stock Option Agreement shall specify the number of Shares
      that are subject to the Option and shall provide for the adjustment of such
      number in accordance with Section 9. The Stock Option Agreement shall also
      specify whether the Option is an ISO or a Non-statutory Option.

    


    (C)
      EXERCISE PRICE. Each Stock Option Agreement shall specify the Exercise Price.
      The Exercise Price of an ISO shall not be less than 100 percent of the Fair
      Market Value of a Share on the date of grant. The Exercise Price of a
      Non-statutory Option shall not be less than 85 percent of the Fair Market Value
      of a Share on the date of grant. Subject to the preceding two sentences, the
      Exercise Price under any Option shall be determined by the Committee at its
      sole
      discretion. The Exercise Price shall be payable in a form described in Section
      8.

    


    (D)
      WITHHOLDING TAXES. As a condition to the exercise of an Option, the Optionee
      shall make such arrangements as the Committee may require for the satisfaction
      of any federal, state, local or foreign withholding tax obligations that arise
      in connection with such exercise. The Optionee shall also make such arrangements
      as the Committee may require for the satisfaction of any federal, state, local
      or foreign withholding tax obligations that may arise in connection with the
      disposition of Shares acquired by exercising an Option. The Committee may permit
      the Optionee to satisfy all or part of his or her tax obligations related to
      the
      Option by having the Company withhold a portion of any Shares that otherwise
      would be issued to him or her or by surrendering any Shares that previously
      were
      acquired by him or her. Such Shares shall be valued at their Fair Market Value
      on the date when taxes otherwise would be withheld in cash. The payment of
      taxes
      by assigning Shares to the Company, if permitted by the Committee, shall be
      subject to such restrictions as the Committee may impose, including any
      restrictions required by rules of the Securities and Exchange
      Commission.

    


    (E)
      EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify the date
      when
      all or any installment of the Option is to become exercisable. The vesting
      of
      any Option shall be determined by the Committee at its sole discretion. A Stock
      Option Agreement may provide for accelerated exercisability in the event of
      the
      Optionee’s death, Total and Permanent Disability or retirement or other events.
      The Stock Option Agreement shall also specify the term of the Option. The term
      shall not exceed 10 years from the date of grant, except as otherwise provided
      in Sections 7(G) and 7(I) below. Subject to the preceding sentence, the
      Committee at its sole discretion shall determine when an Option is to
      expire.

    


    (F)
      NONTRANSFERABILITY. During an Optionee’s lifetime, such Optionee’s Option(s)
      shall be exercisable only by him or her and shall not be transferable, unless
      permitted by the Stock Option Agreement. In the event of an Optioneets death,
      such Optionee’s Option(s) shall not be transferable other than by will, by a
      beneficiary designation executed by the Optionee and delivered to the Company,
      or by the laws of descent and distribution.

    


    (G)
      TERMINATION OF SERVICE (EXCEPT BY DEATH). If an Optionee’s Service terminates
      for any reason other than the Optionee’s death, then such Optionee’s Option(s)
      shall expire on the earliest of the following occasions:

    


    (i)
      The
      expiration date determined pursuant to Subsection (E) above;

    


    (ii)
      The
      date 90 days after the termination of the Optionee’s Service for any reason
      other than Total and Permanent Disability; or

    


    (iii)
      The
      date 6 months after the termination of the Optionee’s Service by reason of Total
      and Permanent Disability.


    
      
        
        

      

      
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    The
      Optionee may exercise all or part of his or her Option(s) at any time before
      the
      expiration of such Option(s) under the preceding sentence, but only to the
      extent that such Option(s) had become exercisable before the Optionee’s Service
      terminated or became exercisable as a result of the termination. The balance
      of
      such Option(s) shall lapse when the Optionee’s Service terminates. In the event
      that the Optionee dies after the termination of the Optionee’s Service but
      before the expiration of the Optionee’s Option(s), all or part of such Option(s)
      may be exercised (prior to expiration) by his or her designated beneficiary
      (if
      applicable), by the executors or administrators of the Optionee’s estate or by
      any person who has acquired such Option(s) directly from the Optionee by bequest
      or inheritance, but only to the extent that such Option(s) had become
      exercisable before the Optionee’s Service terminated or became exercisable as a
      result of the termination.

    


    (H)
      LEAVES OF ABSENCE. For purposes of Subsection (G) above, Service shall be deemed
      to continue while the Optionee is on sick leave or other bona fide leave of
      absence (as determined by the Committee) . The foregoing notwithstanding, in
      the
      case of an ISO granted under the Plan. Service shall not be deemed to continue
      beyond the first 90 days of such leave, unless the Optionee’s reemployment
      rights are guaranteed by statute or by contract.

    


    (I)
      DEATH
      OF OPTIONEE. If an Optionee dies while he or she is in Service, then such
      Optionee’s Option(s) shall expire on the earlier of the following
      dates:

    


    (i)
      The
      expiration date determined pursuant to Subsection (E) above; or

    


    (ii)
      The
      date 6 months after the Optionee’s death.

    


    All
      or
      part of the Optionee’s Option(s) may be exercised at any time before the
      expiration of such Option(s) under the preceding sentence by his or her
      designated beneficiary (if applicable), by the executors or administrators
      of
      the optionee’s estate or by any person who has acquired such Option(s) directly
      from the Optionee by bequest or inheritance, but only to the extent that such
      Option(s) had become exercisable before the Optionee’s death or became
      exercisable as a result of the Optionee’s death. The balance of such Option(s)
      shall lapse when the Optionee dies.

    


    (J)
      NO
      RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of an Optionee, shall
      have
      no rights as a stockholder with respect to any Shares covered by his or her
      Option until the date of the issuance of a stock certificate for such Shares.
      No
      adjustments shall be made, except as provided in Section 9.

    


    (K)
      MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Within the limitations of the
      Plan, the Committee may modify, extend or renew outstanding Options or may
      accept the cancellation of outstanding Options (to the extent not previously
      exercised) in return for the grant of new Options at the same or a different
      price. The foregoing notwithstanding, no modification of an option shall,
      without the consent of the Optionee, impair such Optionee’s rights or increase
      his or her obligations under such Option.

    


    (L)
      RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise of an Option
      shall be subject to such special forfeiture conditions, rights of repurchase,
      rights of first refusal and other transfer restrictions as the Committee may
      determine. Such restrictions shall be set forth in the applicable Stock Option
      Agreement and shall apply in addition to any general restrictions that may
      apply
      to all holders of Shares.

    


    SECTION
      8. PAYMENT FOR SHARES.

    


    (A)
      GENERAL RULE. The entire Purchase Price or Exercise Price of Shares issued
      under
      the Plan shall be payable in lawful money of the United States of America at
      the
      time when such Shares are purchased, except as follows:

    


    (i)
      In
      the case of Shares sold under the terms of a Stock Purchase Agreement subject
      to
      the Plan, payment shall be made only pursuant to the express provisions of
      such
      Stock Purchase Agreement. However, the Committee (at its sole discretion) may
      specify in the Stock Purchase Agreement that payment may be made in one or
      all
      of the forms described in Subsections (E), (F) and (G) below.


    
      
        
        

      

      
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    (ii)
      In
      the case of an ISO granted under the Plan, payment shall be made only pursuant
      to the express provisions of the applicable Stock Option Agreement. However,
      the
      Committee (at its sole discretion) may specify in the Stock Option Agreement
      that payment may be made pursuant to Subsections (B), (C), (D), (F) or (G)
      below.

    


    (iii)
      In
      the case of a Non-statutory Option granted under the Plan, the Committee (at
      its
      sole discretion) may accept payment pursuant to Subsections (B), (C), (D),
      (F)
      or (G) below.

    


    (B)
      SURRENDER OF STOCK. To the extent that this Subsection (B) is applicable,
      payment may be made all or in part with Shares which have already been owned
      by
      the Optionee or his or her representative for more than 12 months and which
      are
      surrendered to the Company in good form for transfer, Such Shares shall be
      valued at their Fair Market Value on the date when the new Shares are purchased
      under the Plan.

    


    (C)
      EXERCISE/SALE. To the extent that this Subsection (C) is applicable, payment
      may
      be made by the delivery (on a form prescribed by the Company) of an irrevocable
      direction to a securities broker approved by the Company to sell Shares and
      to
      deliver all or part of the sales proceeds to the Company in payment of all
      or
      part of the Exercise Price and any withholding taxes.

    


    (D)
      EXERCISE/PLEDGE. To the extent that this Subsection (D) is applicable, payment
      may be made by the delivery (on a form prescribed by the Company) of an
      irrevocable direction to pledge Shares to a securities broker or lender approved
      by the Company, as security for a loan, and to deliver all or part of the loan
      proceeds to the Company in payment of all or part of the Exercise Price and
      any
      withholding taxes.

    


    (E)
      SERVICES RENDERED. To the extent that this Subsection (E) is applicable, Shares
      may be awarded under the Plan in consideration of services rendered to the
      Company or a Subsidiary prior to the award. If Shares are awarded without the
      payment of a Purchase Price in cash, the Committee shall make a determination
      (at the time of the award) of the value of the services rendered by the Offeree
      and the sufficiency of the consideration to meet the requirements of Section
      6(C).

    


    (F)
      PROMISSORY NOTE. To the extent that this Subsection (F) is applicable, a portion
      of the Purchase Price or Exercise Price, as the case may be, of Shares issued
      under the Plan maybe payable by a full recourse promissory note, provided that
      (i) the par value of such Shares must be paid in lawful money of the United
      States of America at the time when such Shares are purchased, (ii) the Shares
      are security for payment of the principal amount of the promissory note and
      interest thereon and (iii) the interest rate payable under the terms of the
      promissory note shall be no less than the minimum rate (if any) required to
      avoid the imputation of additional interest under the Code. Subject to the
      foregoing, the Committee (at its sole discretion) shall specify the term,
      interest rate, amortization requirements (if any) and other provisions of such
      note.

    


    (G)
      OTHER
      FORMS OF PAYMENT. To the extent that this Subsection (G) is applicable, payment
      may be made in any other form approved by the Committee, consistent with
      applicable laws, regulations and rules.

    


    SECTION
      9. ADJUSTMENT OF SHARES.

    


    (A)
      GENERAL. In the event of a subdivision of the outstanding Stock, a declaration
      of a dividend payable in Shares, a declaration of a dividend payable in a form
      other than Shares in an amount that has a material effect on the value of
      Shares, a combination or consolidation of the outstanding Stock (by
      reclassification or otherwise) into a lesser number of Shares, a
      recapitalization, a spinoff or a similar occurrence, the Committee shall make
      appropriate adjustments in one or more of (i) the number of Shares available
      for
      future grants under Section 5, (ii) the number of Non-statutory Options to
      be
      granted to Outside Directors under Section 4(B), (iii) the number of Shares
      covered by each outstanding Option or (iv) the Exercise Price under each
      outstanding Option.

    


    (B)
      REORGANIZATIONS. In the event that the Company is a party to a merger or other
      reorganization, outstanding Options shall be subject to the agreement of merger
      or reorganization. Such agreement may provide, without limitation, for the
      assumption of outstanding Options by the surviving corporation or its parent,
      for their continuation by the Company (if the Company is a surviving
      corporation) , for payment of a cash settlement equal to the difference between
      the amount to be paid for one Share under such agreement and the Exercise Price,
      or for the acceleration of their exercisability followed by the cancellation
      of
      Options not exercised, in all cases without the Optionees’ consent. Any
      cancellation shall not occur until after such acceleration is effective and
      Optionees have been notified of such acceleration. In the case of Options that
      have been outstanding for less than 12 months, a cancellation need not be
      preceded by acceleration.


    
      
        
        

      

      
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    (C)
      RESERVATION OF RIGHTS. Except as provided in this Section 9, an Optionee or
      Offeree shall have no rights by reason of any subdivision or consolidation
      of
      shares of stock of any class, the payment of any dividend or any other increase
      or decrease in the number of shares of stock of any class. Any issue by the
      Company of shares of stock of any class, or securities convertible into shares
      of stock of any class, shall not affect, and no adjustment by reason thereof
      shall be made with respect to; the number or Exercise Price of Shares subject
      to
      an Option. The grant of an Option pursuant to the Plan shall not affect in
      any
      way the right or power of the Company to make adjustments, reclassifications,
      reorganizations or changes of its capital or business structure, to merge or
      consolidate or to dissolve, liquidate, sell or transfer all or any part of
      its
      business or assets.

    


    SECTION
      10. SECURITIES LAWS.

    


    Shares
      shall not be issued under the Plan unless the issuance and delivery of such
      Shares complies with (or is exempt from) all applicable requirements of law,
      including (without limitation) the Securities Act of 1933, as amended, the
      rules
      and regulations promulgated thereunder, state securities laws and regulations,
      and the regulations of any stock exchange on which the Company’s securities may
      then be listed.

    


    SECTION
      11. NO RETENTION RIGHTS.

    


    Neither
      the Plan nor any Option shall be deemed to give any individual a right to remain
      an employee, consultant or director of the Company or a Subsidiary. The Company
      and its Subsidiaries reserve the right to terminate the service of any employee,
      consultant or director. at any time, with or without cause, subject to
      applicable laws, the Company’s certificate of incorporation and by-laws and a
      written employment agreement (if any).

    


    SECTION
      12. DURATION AND AMENDMENTS.

    


    (A)
      TERM
      OF THE PLAN. The Plan, as set forth herein, shall become effective as of March
      9, 2007. The Plan shall terminate automatically 15 years after its initial
      adoption by the Board of Directors on March 9, 2022, and may be terminated
      on
      any earlier date pursuant to Subsection (b) below.

    


    (B)
      RIGHT
      TO AMEND OR TERMINATE THE PLAN. The Board of Directors may, subject to
      applicable law, amend, suspend or terminate the Plan at any time and for any
      reason. An amendment to the Plan shall require stockholder approval only to
      the
      extent required by applicable law.

    


    (C)
      EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued or sold under
      the
      Plan after the termination thereof, except upon exercise of an Option granted
      prior to such termination. The termination of the Plan, or any amendment thereto
      shall not affect any Share previously issued or any Option previously granted
      under the Plan.

     

    
      SECTION
        13. EXECUTION.

      


      To
        record
        the adoption of the Plan by the Board of Directors on March 9, 2007, the
        Company
        has caused its authorized officer to execute the same.

      


      TANK
        SPORTS, INC., 

      a
        California corporation

      


      


      By:
        /s/Jing
        Jing Long

      Jing
        Jing
        Long, its President

    

    8