Exhibit 4.1


 


INVESTVIEW, INC. 2014 Incentive
Stock Plan


 


This Investview, Inc. 2014 Incentive Stock
Plan (the " Plan ") is designed to retain directors, executives and selected employees and consultants and
reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term
incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the
Company.


 


		1.	Definitions.



 


		(a)	" Board " - The Board of Directors of the Company.



 


		(b)	" Code " - The Internal Revenue Code of 1986, as amended from time to time.



 


		(c)	" Committee " - The Compensation Committee of the Company's Board, or such other committee of the Board that
is designated by the Board to administer the Plan, composed of not less than two members of the Board.



 


		(d)	" Company " – INVESTVIEW, INC. and its subsidiaries including subsidiaries of subsidiaries.



 


		(e)	" Exchange Act " - The Securities Exchange Act of 1934, as amended from time to time.



 


		(f)	" Fair Market Value " - The fair market value of the Company's issued and outstanding Stock as determined
in good faith by the Board or Committee.



 


		(g)	" Grant " - The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly,
in combination or in tandem, to a Participant pursuant to such terms, conditions and limitations as the Committee may establish
in order to fulfill the objectives of the Plan.



 


		(h)	" Grant Agreement " - An agreement between the Company and a Participant that sets forth the terms, conditions
and limitations applicable to a Grant.



 


		(i)	" Option " - Either an Incentive Stock Option, in accordance with Section 422 of Code, or a Nonstatutory Option,
to purchase the Company's Stock that may be awarded to a Participant under the Plan. A Participant who receives an award of an
Option shall be referred to as an " Optionee ."



 


		(j)	" Participant " - A director, officer, employee or consultant of the Company to whom an Award has been made
under the Plan.



 


		(k)	" Restricted Stock Purchase Offer " - A Grant of the right to purchase a specified number of shares of Stock
pursuant to a written agreement issued under the Plan.



 


		(l)	" Securities Act " - The Securities Act of 1933, as amended from time to time.



 


		(m)	" Stock " - Authorized and issued or unissued shares of common stock of the Company.



 


		(n)	" Stock Award " - A Grant made under the Plan in stock or denominated in units of stock for which the Participant
is not obligated to pay additional consideration.



 


		2.	Administration. The Plan shall be administered by the Board, provided however, that the Board may delegate such administration
to the Committee. Subject to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant, in its
discretion, Incentive Stock Options in accordance with Section 422 of the Code, or Nonstatutory Options, Stock Awards or Restricted
Stock Purchase Offers; (b) determine in good faith the fair market value of the Stock covered by any Grant; (c) determine which
eligible persons shall receive Grants and the number of shares, restrictions, terms and conditions to be included in such Grants;
(d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its administration, and
correct defects, omissions and inconsistencies in the Plan or any Grant; (f) consistent with the Plan and with the consent of the
Participant, as appropriate, amend any outstanding Grant or amend the exercise date or dates thereof; (g) determine the duration
and purpose of leaves of absence which may be granted to Participants without constituting termination of their employment for
the purpose of the Plan or any Grant; and (h) make all other determinations necessary or advisable for the Plan's administration.
The interpretation and construction by the Board of any provisions of the Plan or selection of Participants shall be conclusive
and final. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect
to the Plan or any Grant made thereunder.









 




    	 



    	 



    

  


		3.	Eligibility.



 


		(a)	General: The persons who shall be eligible to receive Grants shall be directors, officers, employees or consultants
to the Company. The term consultant shall mean any person, other than an employee, who is engaged by the Company to render services
and is compensated for such services. An Optionee may hold more than one Option. Any issuance of a Grant to an officer or director
of the Company subsequent to the first registration of any of the securities of the Company under the Exchange Act shall comply
with the requirements of Rule 16b-3 promulgated under the Exchange Act.



 


		(b)	Incentive Stock Options: Incentive Stock Options may only be issued to employees of the Company. Incentive Stock Options
may be granted to officers or directors, provided they are also employees of the Company. Payment of a director's fee shall not
be sufficient to constitute employment by the Company.



 


The Company shall not grant an Incentive Stock Option
under the Plan to any employee if such Grant would result in such employee holding the right to exercise for the first time in
any one calendar year, under all Incentive Stock Options granted under the Plan or any other plan maintained by the Company, with
respect to shares of Stock having an aggregate fair market value, determined as of the date of the Option is granted, in excess
of $100,000. Should it be determined that an Incentive Stock Option granted under the Plan exceeds such maximum for any reason
other than a failure in good faith to value the Stock subject to such option, the excess portion of such option shall be considered
a Nonstatutory Option. 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 Option as Incentive Stock Options under the Federal
tax laws shall be applied on the basis of the order in which such Options are granted. If, for any reason, an entire Option does
not qualify as an Incentive Stock Option by reason of exceeding such maximum, such Option shall be considered a Nonstatutory Option.


 


		(c)	Nonstatutory Option: The provisions of the foregoing Section 3(b) shall not apply to any Option designated as a "
Nonstatutory Option " or which sets forth the intention of the parties that the Option be a Nonstatutory Option.



 


		(d)	Stock Awards and Restricted Stock Purchase Offers: The provisions of this Section 3 shall not apply to any Stock Award
or Restricted Stock Purchase Offer under the Plan.



 


		4.	Stock.



 


		(a)	Authorized Stock: Stock subject to Grants may be either unissued or reacquired Stock.



 


		(b)	Number of Shares: Subject to adjustment as provided in Section 5(i) of the Plan, the total number of shares of Stock
which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly
through exercise of Options granted under the Plan shall not exceed 500,000. If any Grant shall for any reason terminate
or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available
for Grants with respect thereto under the Plan as though no Grant had previously occurred with respect to such shares. Any shares
of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof shall be available for future Grants as though
not previously covered by a Grant.



 


		(c)	Reservation of Shares: The Company shall reserve and keep available at all times during the term of the Plan such number
of shares as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall not
include the registration of the Plan or Grants under the Securities Act, the Company is unable to obtain authority from any applicable
regulatory body, which authorization is deemed necessary by legal counsel for the Company for the lawful issuance of shares hereunder,
the Company shall be relieved of any liability with respect to its failure to issue and sell the shares for which such requisite
authority was so deemed necessary unless and until such authority is obtained.



 


		(d)	Application of Funds : The proceeds received by the Company from the sale of Stock pursuant to the exercise of Options
or rights under Stock Purchase Agreements will be used for general corporate purposes.



 


		(e)	No Obligation to Exercise : The issuance of a Grant shall impose no obligation upon the Participant to exercise any
rights under such Grant.



 


		5.	Terms and Conditions of Options. Options granted hereunder shall be evidenced by agreements between the Company and the respective
Optionees, in such form and substance as the Board or Committee shall from time to time approve. The form of Incentive Stock Option
Agreement attached hereto as Exhibit A and the three forms of a Nonstatutory Stock Option Agreement for employees, for directors
and for consultants, attached hereto as Exhibit B-1,   Exhibit B-2 and Exhibit B-3, respectively, shall
be deemed to be approved by the Board. Option agreements need not be identical, and in each case may include such provisions as
the Board or Committee may determine, but all such agreements shall be subject to and limited by the following terms and conditions:



 


		(a)	Number of Shares: Each Option shall state the number of shares to which it pertains.



 


		(b)	Exercise Price: Each Option shall state the exercise price, which shall be determined as follows:



 




    	 



    	 



    

  


		(i)	Any Incentive Stock Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power or value of all classes
of stock of the Company (" Ten Percent Holder ") shall have an exercise price of no less than 110% of the Fair
Market Value of the Stock as of the date of grant; and



 


		(ii)	Incentive Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an
exercise price of no less than 100% of the Fair Market Value of the Stock as of the date of grant.



 


For the purposes of this Section 5(b), the Fair Market
Value shall be as determined by the Board in good faith, which determination shall be conclusive and binding; provided however,
that if there is a public market for such Stock, the Fair Market Value per share shall be the average of the bid and asked prices
(or the closing price if such stock is listed on the NASDAQ National Market System or Small Cap Issue Market) on the date of grant
of the Option, or if listed on a stock exchange, the closing price on such exchange on such date of grant.


 


		(c)	Medium and Time of Payment: The exercise price shall become immediately due upon exercise of the Option and shall be
paid in cash or check made payable to the Company. Should the Company's outstanding Stock be registered under Section 12(g) of
the Exchange Act at the time the Option is exercised, then the exercise price may also be paid as follows:



 


		(i)	in shares of Stock held by the Optionee for the requisite period necessary to avoid a charge to the Company's earnings for
financial reporting purposes and valued at Fair Market Value on the exercise date, or



 


		(ii)	through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written
instructions (a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company,
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 Company
by reason of such purchase and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage
firm in order to complete the sale transaction.



 


At the discretion of the Board, exercisable either
at the time of Option grant or of Option exercise, the exercise price may also be paid (i) by Optionee's delivery of a promissory
note in form and substance satisfactory to the Company and permissible under applicable securities rules and bearing interest at
a rate determined by the Board in its sole discretion, but in no event less than the minimum rate of interest required to avoid
the imputation of compensation income to the Optionee under the Federal tax laws, or (ii) in such other form of consideration permitted
by the State of Nevada corporations law as may be acceptable to the Board.


 


		(d)	Term and Exercise of Options: Any Option granted to an employee of the Company shall become exercisable over a period
of no longer than five (5) years and no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually
unless the Board determines otherwise. No Option shall be exercisable, in whole or in part, prior to one (1) year from the date
it is granted unless the Board shall specifically determine otherwise, as provided herein. In no event shall any Option be exercisable
after the expiration of ten (10) years from the date it is granted, and no Incentive Stock Option granted to a Ten Percent Holder
shall, by its terms, be exercisable after the expiration of five (5) years from the date of the Option. Unless otherwise specified
by the Board or the Committee in the resolution authorizing such Option, the date of grant of an Option shall be deemed to be the
date upon which the Board or the Committee authorizes the granting of such Option.



 


Each Option shall be exercisable to the nearest whole share,
in installments or otherwise, as the respective Option agreements may provide. During the lifetime of an Optionee, the Option shall
be exercisable only by the Optionee and shall not be assignable or transferable by the Optionee, and no other person shall acquire
any rights therein. To the extent not exercised, installments (if more than one) shall accumulate, but shall be exercisable, in
whole or in part, only during the period for exercise as stated in the Option agreement, whether or not other installments are
then exercisable.


 


		(e)	Termination of Status as Employee, Consultant or Director: If Optionee's status as an employee shall terminate for any
reason other than Optionee's disability or death, then Optionee (or if the Optionee shall die after such termination, but prior
to exercise, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right to exercise
the portions of any of Optionee's Incentive Stock Options which were exercisable as of the date of such termination, in whole or
in part, not less than 30 days nor more than three (3) months after such termination (or, in the event of " termination
for good cause " as that term is defined in Nevada case law related thereto, or by the terms of the Plan or the Option
Agreement or an employment agreement, the Option shall automatically terminate as of the termination of employment as to all shares
covered by the Option).



 


With respect to Nonstatutory Options granted to employees, directors
or consultants, the Board may specify such period for exercise, not less than 30 days (except that in the case of " termination
for cause " or removal of a director, the Option shall automatically terminate as of the termination of employment or
services as to shares covered by the Option, following termination of employment or services as the Board deems reasonable and
appropriate. The Option may be exercised only with respect to installments that the Optionee could have exercised at the date of
termination of employment or services. Nothing contained herein or in any Option granted pursuant hereto shall be construed to
affect or restrict in any way the right of the Company to terminate the employment or services of an Optionee with or without cause.


 




    	 



    	 



    

  


		(f)	Disability of Optionee: If an Optionee is disabled (within the meaning of Section 22(e)(3) of the Code) at the time
of termination, the three (3) month period set forth in Section 5(e) shall be a period, as determined by the Board and set forth
in the Option, of not less than six months nor more than one year after such termination.



 


		(g)	Death of Optionee: If an Optionee dies while employed by, engaged as a consultant to, or serving as a Director of the
Company, the portion of such Optionee's Option which was exercisable at the date of death may be exercised, in whole or in part,
by the estate of the decedent or by a person succeeding to the right to exercise such Option at any time within (i) a period, as
determined by the Board and set forth in the Option, of not less than six (6) months nor more than one (1) year after Optionee's
death, which period shall not be more, in the case of a Nonstatutory Option, than the period for exercise following termination
of employment or services, or (ii) during the remaining term of the Option, whichever is the lesser. The Option may be so exercised
only with respect to installments exercisable at the time of Optionee's death and not previously exercised by the Optionee.



 


		(h)	Nontransferability of Option: No Option shall be transferable by the Optionee, except by will or by the laws of descent
and distribution.



 


		(i)	Recapitalization: Subject to any required action of shareholders, the number of shares of Stock covered by each outstanding
Option, and the exercise price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Stock of the Company resulting from a stock split, stock dividend, combination, subdivision
or reclassification of shares, or the payment of a stock dividend, or any other increase or decrease in the number of such shares
affected without receipt of consideration by the Company; provided, however, the conversion of any convertible securities of the
Company shall not be deemed to have been " effected without receipt of consideration " by the Company.



 


In the event of a proposed dissolution or liquidation of the
Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the
assets or capital stock of the Company (collectively, a " Reorganization "), unless otherwise provided by the
Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee
an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of
such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially
the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion
and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined
by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser,
to exercise any unexpired Option or Options without regard to the installment provisions of Paragraph 6(d) of the Plan; provided,
that any such right granted shall be granted to all Optionees not receiving an offer to receive substitute options on a consistent
basis, and provided further, that any such exercise shall be subject to the consummation of such Reorganization.


 


Subject to any required action of shareholders, if the Company
shall be the surviving entity in any merger or consolidation, each outstanding Option thereafter shall pertain to and apply to
the securities to which a holder of shares of Stock equal to the shares subject to the Option would have been entitled by reason
of such merger or consolidation.


 


In the event of a change in the Stock of the Company as presently
constituted, which is limited to a change of all of its authorized shares without par value into the same number of shares with
a par value, the shares resulting from any such change shall be deemed to be the Stock within the meaning of the Plan.


 


To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive.


 


Except as expressly provided in this Section 5(i), the Optionee
shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of any class, and the number or price of shares of
Stock subject to any Option shall not be affected by, and no adjustment shall be made by reason of, any dissolution, liquidation,
merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.


 


The Grant of an Option pursuant to the Plan shall not affect
in any way the right or power of the Company to make any adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer all or any part of its business or
assets.


 


		(j)	Rights as a Shareholder: An Optionee shall have no rights as a shareholder with respect to any shares covered by an
Option until the effective date of the issuance of the shares following exercise of such Option by Optionee. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 5(i) hereof.



 


		(k)	Modification, Acceleration, Extension, and Renewal of Options: Subject to the terms and conditions and within the limitations
of the Plan, the Board may modify an Option, or, once an Option is exercisable, accelerate the rate at which it may be exercised,
and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the extent
not theretofore exercised) and authorize the granting of new Options in substitution for such Options, provided such action is
permissible under Section 422 of the Code and applicable state securities rules. Notwithstanding the provisions of this Section
5(k), however, no modification of an Option shall, without the consent of the Optionee, alter to the Optionee's detriment or impair
any rights or obligations under any Option theretofore granted under the Plan.



 




    	 



    	 



    

  


		(l)	Exercise Before Exercise Date: At the discretion of the Board, the Option may, but need not, include a provision whereby
the Optionee may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any installment
thereof. Any shares so purchased prior to the stated exercise date shall be subject to repurchase by the Company upon termination
of Optionee's employment as contemplated by Section 5(n) hereof prior to the exercise date stated in the Option and such other
restrictions and conditions as the Board or Committee may deem advisable.



 


		(m)	Other Provisions: The Option agreements authorized under the Plan shall contain such other provisions, including, without
limitation, restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable. Shares shall not
be issued pursuant to the exercise of an Option, if the exercise of such Option or the issuance of shares thereunder would violate,
in the opinion of legal counsel for the Company, the provisions of any applicable law or the rules or regulations of any applicable
governmental or administrative agency or body, such as the Code, the Securities Act, the Exchange Act, applicable state securities
rules, Nevada corporation law, and the rules promulgated under the foregoing or the rules and regulations of any exchange upon
which the shares of the Company are listed. Without limiting the generality of the foregoing, the exercise of each Option shall
be subject to the condition that if at any time the Company shall determine that (i) the satisfaction of withholding tax or other
similar liabilities, or (ii) the listing, registration or qualification of any shares covered by such exercise upon any securities
exchange or under any state or federal law, or (iii) the consent or approval of any regulatory body, or (iv) the perfection of
any exemption from any such withholding, listing, registration, qualification, consent or approval is necessary or desirable in
connection with such exercise or the issuance of shares thereunder, then in any such event, such exercise shall not be effective
unless such withholding, listing registration, qualification, consent, approval or exemption shall have been effected, obtained
or perfected free of any conditions not acceptable to the Company.



 


		(n)	Repurchase Agreement: The Board may, in its discretion, require as a condition to the Grant of an Option hereunder,
that an Optionee execute an agreement with the Company, in form and substance satisfactory to the Board in its discretion ("Repurchase
Agreement "), (i) restricting the Optionee's right to transfer shares purchased under such Option without first offering
such shares to the Company or another shareholder of the Company upon the same terms and conditions as provided therein; and (ii)
providing that upon termination of Optionee's employment with the Company, for any reason, the Company (or another shareholder
of the Company, as provided in the Repurchase Agreement) shall have the right at its discretion (or the discretion of such other
shareholders) to purchase and/or redeem all such shares owned by the Optionee on the date of termination of his or her employment
at a price equal to: (A) the fair value of such shares as of such date of termination; or (B) if such repurchase right lapses at
20% of the number of shares per year, the original purchase price of such shares, and upon terms of payment permissible under applicable
state securities rules; provided that in the case of Options or Stock Awards granted to officers, directors, consultants or affiliates
of the Company, such repurchase provisions may be subject to additional or greater restrictions as determined by the Board or Committee.



 


		6.	Stock Awards and Restricted Stock Purchase Offers.



 


		(a)	Types of Grants.



 


		(i)	Stock Award. All or part of any Stock Award under the Plan may be subject to conditions established by the Board or
the Committee, and set forth in the Stock Award Agreement, which may include, but are not limited to, continuous service with the
Company, achievement of specific business objectives, increases in specified indices, attaining growth rates and other comparable
measurements of Company performance. Such Awards may be based on Fair Market Value or other specified valuation.



 


		(ii)	Restricted Stock Purchase Offer. A Grant of a Restricted Stock Purchase Offer under the Plan shall be subject to such
(i) vesting contingencies related to the Participant's continued association with the Company for a specified time and (ii) other
specified conditions as the Board or Committee shall determine, in their sole discretion, consistent with the provisions of the
Plan.



 


		(b)	Conditions and Restrictions. Shares of Stock which Participants may receive as a Stock Award under a Stock Award Agreement
or Restricted Stock Purchase Offer under a Restricted Stock Purchase Offer may include such restrictions as the Board or Committee,
as applicable, shall determine, including restrictions on transfer, repurchase rights, right of first refusal, and forfeiture provisions.
When transfer of Stock is so restricted or subject to forfeiture provisions it is referred to as "Restricted Stock
". Further, with Board or Committee approval, Stock Awards or Restricted Stock Purchase Offers may be deferred, either in
the form of installments or a future lump sum distribution. The Board or Committee may permit selected Participants to elect to
defer distributions of Stock Awards or Restricted Stock Purchase Offers in accordance with procedures established by the Board
or Committee to assure that such deferrals comply with applicable requirements of the Code including, at the choice of Participants,
the capability to make further deferrals for distribution after retirement. Any deferred distribution, whether elected by the Participant
or specified by the Stock Award Agreement, Restricted Stock Purchase Offers or by the Board or Committee, may require the payment
be forfeited in accordance with the provisions of Section 6(c). Dividends or dividend equivalent rights may be extended to and
made part of any Stock Award or Restricted Stock Purchase Offers denominated in Stock or units of Stock, subject to such terms,
conditions and restrictions as the Board or Committee may establish.



 




    	 



    	 



    

  


		(c)	Cancellation and Rescission of Grants. Unless the Stock Award Agreement or Restricted Stock Purchase Offer specifies
otherwise, the Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants at any time if the Participant
is not in compliance with all other applicable provisions of the Stock Award Agreement or Restricted Stock Purchase Offer, the
Plan and with the following conditions:



 


		(i)	A Participant shall not render services for any organization or engage directly or indirectly in any business which, in the
judgment of the chief executive officer of the Company or other senior officer designated by the Board or Committee, is or becomes
competitive with the Company, or which organization or business, or the rendering of services to such organization or business,
is or becomes otherwise prejudicial to or in conflict with the interests of the Company. For Participants whose employment has
terminated, the judgment of the chief executive officer shall be based on the Participant's position and responsibilities while
employed by the Company, the Participant's post-employment responsibilities and position with the other organization or business,
the extent of past, current and potential competition or conflict between the Company and the other organization or business, the
effect on the Company's customers, suppliers and competitors and such other considerations as are deemed relevant given the applicable
facts and circumstances. A Participant who has retired shall be free, however, to purchase as an investment or otherwise, stock
or other securities of such organization or business so long as they are listed upon a recognized securities exchange or traded
over-the-counter, and such investment does not represent a substantial investment to the Participant or a greater than ten percent
(10%) equity interest in the organization or business.



 


		(ii)	A Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use
in other than the Company's business, any confidential information or material relating to the business of the Company, acquired
by the Participant either during or after employment with the Company.



 


		(iii)	A Participant shall disclose promptly and assign to the Company all right, title and interest in any invention or idea, patentable
or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual or anticipated
business, research or development work of the Company and shall do anything reasonably necessary to enable the Company to secure
a patent where appropriate in the United States and in foreign countries.



 


		(iv)	Upon exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a form acceptable to the Committee
that he or she is in compliance with the terms and conditions of the Plan. Failure to comply with all of the provisions of this
Section 6(c) prior to, or during the six months after, any exercise, payment or delivery pursuant to a Grant shall cause such exercise,
payment or delivery to be rescinded. The Company shall notify the Participant in writing of any such rescission within two years
after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, the Participant shall
pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery
pursuant to a Grant. Such payment shall be made either in cash or by returning to the Company the number of shares of Stock that
the Participant received in connection with the rescinded exercise, payment or delivery.



 


		(d)	Nonassignability.



 


		(i)	Except pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii), no Grant or any other benefit under the Plan
shall be assignable or transferable, or payable to or exercisable by, anyone other than the Participant to whom it was granted.



 


		(ii)	Where a Participant terminates employment and retains a Grant pursuant to Section 6(e)(ii) in order to assume a position with
a governmental, charitable or educational institution, the Board or Committee, in its discretion and to the extent permitted by
law, may authorize a third party (including but not limited to the trustee of a "blind" trust), acceptable to the applicable
governmental or institutional authorities, the Participant and the Board or Committee, to act on behalf of the Participant with
regard to such Awards.



 


		(e)	Termination of Employment. If the employment or service to the Company of a Participant terminates, other than pursuant
to any of the following provisions under this Section 6(e), all unexercised, deferred and unpaid Stock Awards or Restricted Stock
Purchase Offers shall be cancelled immediately, unless the Stock Award Agreement or Restricted Stock Purchase Offer provides otherwise:



 


		(i)	Retirement Under a Company Retirement Plan. When a Participant's employment terminates as a result of retirement in
accordance with the terms of a Company retirement plan, the Board or Committee may permit Stock Awards or Restricted Stock Purchase
Offers to continue in effect beyond the date of retirement in accordance with the applicable Grant Agreement and the exercisability
and vesting of any such Grants may be accelerated.



 


		(ii)	Rights in the Best Interests of the Company. When a Participant resigns from the Company and, in the judgment of the
Board or Committee, the acceleration and/or continuation of outstanding Stock Awards or Restricted Stock Purchase Offers would
be in the best interests of the Company, the Board or Committee may (i) authorize, where appropriate, the acceleration and/or continuation
of all or any part of Grants issued prior to such termination and (ii) permit the exercise, vesting and payment of such Grants
for such period as may be set forth in the applicable Grant Agreement, subject to earlier cancellation pursuant to Section 9 or
at such time as the Board or Committee shall deem the continuation of all or any part of the Participant's Grants are not in the
Company's best interest.



 




    	 



    	 



    

  


		(iii)	Death or Disability of a Participant.



 


		(1)	In the event of a Participant's death, the Participant's estate or beneficiaries shall have a period up to the expiration date
specified in the Grant Agreement within which to receive or exercise any outstanding Grant held by the Participant under such terms
as may be specified in the applicable Grant Agreement. Rights to any such outstanding Grants shall pass by will or the laws of
descent and distribution in the following order: (a) to beneficiaries so designated by the Participant; if none, then (b) to a
legal representative of the Participant; if none, then (c) to the persons entitled thereto as determined by a court of competent
jurisdiction. Grants so passing shall be made at such times and in such manner as if the Participant were living.



 


		(2)	In the event a Participant is deemed by the Board or Committee to be unable to perform his or her usual duties by reason of
mental disorder or medical condition which does not result from facts which would be grounds for termination for cause, Grants
and rights to any such Grants may be paid to or exercised by the Participant, if legally competent, or a committee or other legally
designated guardian or representative if the Participant is legally incompetent by virtue of such disability.



 


		(3)	After the death or disability of a Participant, the Board or Committee may in its sole discretion at any time (1) terminate
restrictions in Grant Agreements; (2) accelerate any or all installments and rights; and (3) instruct the Company to pay the total
of any accelerated payments in a lump sum to the Participant, the Participant's estate, beneficiaries or representative; notwithstanding
that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the
Grant might ultimately have become payable to other beneficiaries.



 


		(4)	In the event of uncertainty as to interpretation of or controversies concerning this Section 6, the determinations of the Board
or Committee, as applicable, shall be binding and conclusive.



 


		7.	Investment Intent. All Grants under the Plan are intended to be exempt from registration under the Securities Act provided
by Rule 701 thereunder. Unless and until the granting of Options or sale and issuance of Stock subject to the Plan are registered
under the Securities Act or shall be exempt pursuant to the rules promulgated thereunder, each Grant under the Plan shall provide
that the purchases or other acquisitions of Stock thereunder shall be for investment purposes and not with a view to, or for resale
in connection with, any distribution thereof. Further, unless the issuance and sale of the Stock have been registered under the
Securities Act, each Grant shall provide that no shares shall be purchased upon the exercise of the rights under such Grant unless
and until (i) all then applicable requirements of state and federal laws and regulatory agencies shall have been fully complied
with to the satisfaction of the Company and its counsel, and (ii) if requested to do so by the Company, the person exercising the
rights under the Grant shall (i) give written assurances as to knowledge and experience of such person (or a representative employed
by such person) in financial and business matters and the ability of such person (or representative) to evaluate the merits and
risks of exercising the Option, and (ii) execute and deliver to the Company a letter of investment intent and/or such other form
related to applicable exemptions from registration, all in such form and substance as the Company may require. If shares are issued
upon exercise of any rights under a Grant without registration under the Securities Act, subsequent registration of such shares
shall relieve the purchaser thereof of any investment restrictions or representations made upon the exercise of such rights.



 


		8.	Amendment, Modification, Suspension or Discontinuance of the Plan. The Board may, insofar as permitted by law, from time to
time, with respect to any shares at the time not subject to outstanding Grants, suspend or terminate the Plan or revise or amend
it in any respect whatsoever, except that without the approval of the shareholders of the Company, no such revision or amendment
shall (i) increase the number of shares subject to the Plan, (ii) decrease the price at which Grants may be granted, (iii) materially
increase the benefits to Participants, or (iv) change the class of persons eligible to receive Grants under the Plan; provided,
however, no such action shall alter or impair the rights and obligations under any Option, or Stock Award, or Restricted Stock
Purchase Offer outstanding as of the date thereof without the written consent of the Participant thereunder. No Grant may be issued
while the Plan is suspended or after it is terminated, but the rights and obligations under any Grant issued while the Plan is
in effect shall not be impaired by suspension or termination of the Plan.



 


In the event of any change in the outstanding Stock by reason
of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Board
or the Committee may adjust proportionally (a) the number of shares of Stock (i) reserved under the Plan, (ii) available for Incentive
Stock Options and Nonstatutory Options and (iii) covered by outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the
Stock prices related to outstanding Grants; and (c) the appropriate Fair Market Value and other price determinations for such Grants.
In the event of any other change affecting the Stock or any distribution (other than normal cash dividends) to holders of Stock,
such adjustments as may be deemed equitable by the Board or the Committee, including adjustments to avoid fractional shares, shall
be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board or the Committee shall be authorized to issue or assume stock options, whether
or not in a transaction to which Section 424(a) of the Code applies, and other Grants by means of substitution of new Grant Agreements
for previously issued Grants or an assumption of previously issued Grants.


 


		9.	Tax Withholding. The Company shall have the right to deduct applicable taxes from any Grant payment and withhold, at the time
of delivery or exercise of Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares under such Grants, an
appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes. If Stock is used to satisfy tax withholding, such stock
shall be valued based on the Fair Market Value when the tax withholding is required to be made.



 


		10.	Availability of Information. During the term of the Plan and any additional period during which a Grant granted pursuant to
the Plan shall be exercisable, the Company shall make available, not later than one hundred and twenty (120) days following the
close of each of its fiscal years, such financial and other information regarding the Company as is required by the bylaws of the
Company and applicable law to be furnished in an annual report to the shareholders of the Company.



 




    	 



    	 



    

  


		11.	Notice. Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the chief financial
officer or to the chief executive officer of the Company, and shall become effective when it is received by the office of the chief
personnel officer or the chief executive officer.



 


		12.	Indemnification of Board. In addition to such other rights or indemnifications as they may have as directors or otherwise,
and to the extent allowed by applicable law, the members of the Board and the Committee shall be indemnified by the Company against
the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any claim,
action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of
any action taken, or failure to act, under or in connection with the Plan or any Grant granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company)
or paid by them in satisfaction of a judgment in any such claim, action, suit or proceeding, except in any case in relation to
matters as to which it shall be adjudged in such claim, action, suit or proceeding that such Board or Committee member is liable
for negligence or misconduct in the performance of his or her duties; provided that within sixty (60) days after institution of
any such action, suit or Board proceeding the member involved shall offer the Company, in writing, the opportunity, at its own
expense, to handle and defend the same.



 


		13.	Governing Law. The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed
by the Code or the securities laws of the United States, shall be governed by the law of the State of Nevada and construed accordingly.



 


		14.	Effective and Termination Dates. The Plan shall become effective on the date it is approved by the holders of a majority of
the shares of Stock then outstanding. The Plan shall terminate ten years later, subject to earlier termination by the Board pursuant
to Section 8.