MANAS
      PETROLEUM CORPORATION

    2007
      OMNIBUS PLAN

    


    


    1.
       Purposes
      of the Plan

    


    The
      2007
      Omnibus Plan ("Plan") maintained by Manas Petroleum Corporation ("Company")
      is
      intended to promote the growth and general prosperity of the Company by offering
      incentives to its key employees who are primarily responsible for the growth
      of
      the Company and to attract and retain qualified employees and thereby benefit
      its shareholders based on the growth of the Company. Awards granted under the
      Plan may be (a) stock options ("Options") which may be designated as (i)
      Incentive Stock Options ("ISOs") intended to qualify under Section 422 of the
      Internal Revenue Code of 1986, as amended ("Code"), or (ii) Nonqualified Stock
      Options ("NQSOs") not intended to so qualify; (b) stock appreciation rights
      ("SARs"); (c) restricted stock awards ("Restricted Stock"); (d) performance
      awards ("Performance Awards"); or (e) other forms of stock-based incentive
      awards, as hereinafter defined (collectively, "Awards").

    


    2.
       Shares
      of Stock Subject to the Plan

    


    The
      shares of stock with respect to which the Awards may be granted shall be the
      common stock, par value at $0.001 of the Company (“Common Stock"). Shares
      delivered upon exercise of the Awards, at the election of the Board of Directors
      of the Company, may be stock that is authorized but previously unissued or
      stock
      reacquired by the Company or both. Subject to the provisions of Section 14,
      the
      maximum number of shares with respect to which the Awards may be granted under
      the Plan shall not exceed 2,250,000 shares of Common Stock; provided,
      however,
      that
      such number of shares of Common Stock may also be subject to adjustment, from
      time to time, at the discretion of the Board of Directors of the Company. Any
      shares subject to
      an
      Award under the Plan, which Award for any reason expires or is terminated
      unexercised as to such shares, shall again be available for the grant of other
      Awards under the Plan provided,
      however,
      that
      forfeited Common Stock or other securities shall not be available for further
      Awards if the participant has realized any benefits of ownership from such
      Common Stock.

    


    3. Administration

    


    The
      Plan
      shall be administered by a designated Omnibus Committee: ("Committee"). Subject
      to the provisions of the Plan the Committee shall have full discretion and
      the
      exclusive power (i) to determine the directors, employees, consultants and
      advisors to whom Options shall be granted, the time when such Options shall
      be
      granted, the number of Shares which shall be subject to each Option, the
      purchase price or exercise price of each Share which shall be subject to each
      Option, the period(s) during which such Options shall be exercisable (whether
      in
      whole or in part), and the other terms and provisions of the respective Options
      (which need not be identical); (ii) to construe the Plan and Options granted
      hereunder; (iii) to prescribe, amend and rescind rules and regulations relating
      to the Plan; and (iv) to make all other determination necessary or advisable
      for
      administering the Plan.

    



    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    Without
      limiting the foregoing, the Committee also shall have the authority to require,
      in its discretion, as a condition of the granting of any Option, that the
      Participant agree (i) not to sell or otherwise dispose of Shares acquired
      pursuant to the Option for a period of one (1) year (unless waived by the
      Company) following the date of acquisition of such Shares and (ii) that in
      the
      event of termination of directorship or employment (or in case of a consultant
      or advisor, engagement by Company or any subsidiary corporation or parent
      corporation of the Company) of participant, other than as a result of dismissal
      without cause, such Participant will not, for a period to be fixed at the time
      of the grant of the Option, enter into any employment or participate directly
      or
      indirectly in any business or enterprise which is competitive with the business
      of the Company or any subsidiary corporation or parent corporation of the
      Company, or enter into any employment in which such employee will be called
      to
      utilize special knowledge obtained through directorship or employment (or in
      the
      case of a consultant or advisor, engagement) with or by the Company or any
      subsidiary corporation or parent corporation thereof.

    


    The
      interpretation of and application by the Committee of any provision of the
      Plan
      shall be final and conclusive. The Committee may in its discretion establish
      such rules and guidelines relating to the Plan, as it may deem
      desirable.

    


    The
      Committee may employ such legal counsel, consultants and agents as it may deem
      desirable for the administration of the Plan and may rely upon any opinion
      received from any such counsel or consultant and any computation received from
      any such consultant or agent. The Committee shall keep minutes of its actions
      under the Plan.

    


    No
      member
      of the Board of Directors or the Committee shall be liable for any action or
      determination made in good faith with respect to the Plan or any Awards granted
      hereunder.

    


    4. Eligibility

    


    The
      individuals who shall be eligible to participate in the Plan shall be directors,
      officers, employees, consultants and advisors of the Company, or any subsidiary
      corporation or parent corporation of the Company now existing or hereafter
      formed or acquired, as the Committee may from time to time determine. An
      employee who has been granted an Award in one year shall not necessarily be
      entitled to be granted Awards in subsequent years.

    


    5. Stock
      Options

    


    The
      Committee may grant Options, as follows, which may be designated as (i) NQSOs
      or
      (ii) ISOs intended to qualify under Code Section 422:

    


    
      	 	
              (a)

            	
              Nonqualified
                Stock Options.
                An
                NQSO is a right to purchase a specified number of shares of Common
                Stock
                during such specified time as the Committee may determine, not to
                exceed
                ten (10) years, at a price determined by the Committee that, unless
                deemed
                otherwise by the Committee, is not less than the fair market value
                of the
                Common Stock on the date the option is
                granted.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    
      	 	
              (i)

            	
              The
                purchase price of the Common Stock subject to the NQSO may be paid
                in
                cash. At the discretion of the Committee, the purchase price may
                also be
                paid by the tender of Common Stock or through a combination of Common
                Stock and cash or through such other means as the Committee determines
                are
                consistent with the Plan=s
                purpose and applicable law. No fractional shares of Common Stock
                will be
                issued or accepted.

            


    

    


    
      	 	
              (ii)

            	
              Without
                limiting the foregoing, to the extent permitted by law, (including
                relevant state law), (A) the Committee may agree to accept, as full
                or
                partial payment of the purchase price of Common Stock issued upon
                the
                exercise of the NQSO, a promissory note of the person exercising
                the NQSO
                evidencing the person=s
                obligation to make future cash payments to the Company, which promissory
                note shall be payable as determined by the Company (but in no event
                later
                than five (5) years after the date thereof), shall be secured by
                a pledge
                of the shares of Common Stock purchased and shall bear interest at
                a rate
                established by the Committee and (B) the Committee may also permit
                the
                person exercising the NQSO, either on a selective or aggregate basis,
                to
                simultaneously exercise the NQSO and sell the shares of Common Stock
                acquired, pursuant to a brokerage or similar arrangement approved
                in
                advance by the Committee, and use the proceeds from sale as payment
                of the
                Purchase price of such Common
                Stock.

            


    

    


    
      	 	
              (b)

            	
              Incentive
                Stock Options.
                An
                ISO is an Award in the form of an Option to purchase Common Stock
                that
                complies with the requirements of Code Section 422 or any successor
                section.

            


    

    


    
      	 	
              (i)

            	
              The
                aggregate fair market value (determined at the time of the grant
                of the
                Award) of the shares of Common Stock subject to ISOs which are exercisable
                by one person for the first time during a particular calendar year
                shall
                not exceed $100,000. To the extent that ISOs granted to an employee
                exceed
                the limitation set forth in the preceding sentence, ISOs granted
                last
                shall be treated as NQSOs.

            


    

    


    
      	 	
              (ii)

            	
              No
                ISO may be granted under this Plan on or after the tenth anniversary
                of
                the date this Plan is adopted or the date stockholders approve this
                Plan,
                whichever is earlier.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    
      	 	
              (iii)

            	
              No
                ISO may be exercisable more than-:

            


    

    


    
      	 	
              (A)

            	
              in
                the case of an employee who is not a Ten Percent Stockholder, within
                the
                meaning of Code Section 422, on the date the ISO is granted; ten
                (10)
                years after the date the ISO is granted;
                and

            


    

    


    
      	 	
              (B)

            	
              in
                the case of an employee who is a Ten Percent Stockholder, within
                the
                meaning of Code Section 422, on the date the ISO is granted, five
                (5)
                years after the date the ISO is
                granted.

            


    

    


    
      	 	
              (iv)

            	
              The
                exercise price of any ISO shall be determined by the Committee and
                shall
                be no less than:

            


    

    


    
      	 	
              (A)

            	
              in
                the case of an employee who is not a Ten Percent Stockholder, on
                the date
                the ISO is granted, the fair market value of the Common Stock subject
                to
                the ISO on such date, and

            


    

    


    
      	 	
              (B)

            	
              in
                the case of an employee who is a Ten Percent Stockholder, on the
                date the
                ISO is granted, not less than 110 percent of the fair market value
                of the
                Common Stock subject to the ISO on such
                date.

            


    

    


    
      	 	
              (v)

            	
              The
                Committee may provide that the option price under an ISO may be paid
                by
                one or more of the methods available for paying the option price
                of an
                NQSO.

            


    

    


    6. Stock
      Appreciation Rights

    


    An
      SAR is
      a right to receive, upon surrender of the right, but without payment, an amount
      payable in cash.

    


    
      	 	
              (i)

            	
              The
                amount payable with respect to each SAR shall be equal in value to
                the
                applicable percentage of the excess, if any, of the fair market value
                of a
                share of Common Stock on the exercise date over the exercise price
                of the
                SAR. The exercise price of the SAR shall be determined by the Committee
                and shall not be less than the fair market value of a share of Common
                Stock on the date the SAR is
                granted.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    
      	 	
              (ii)

            	
              In
                the case of an SAR granted in tandem with an ISO to an employee who
                is a
                Ten Percent Shareholder on the date of such grant, the amount payable
                with
                respect to each SAR shall be equal in value to the applicable percentage
                of the excess, if any, of the fair market value of a share of Common
                Stock
                on the exercise date over the exercise price of the SAR, which
                exercise price
                shall not be less than 110% of the fair market value of a share of
                Common
                Stock on the date the SAR is
                granted.

            


    

    


    
      	 	
              (iii)

            	
              The
                Committee shall establish the applicable percentage and exercise
                price at
                the time the SAR is granted.

            


    

    


    7. Restricted
      Stock

    


    Restricted
      Stock is Common Stock of the Company that is issued to a participant at a price
      determined by the Committee, which price per share may not be less than the
      par
      value of the Common Stock, and is subject to restrictions on transfer and/or
      such other restrictions on incidents of ownership as the Committee may
      determine.

    


    8. Performance
      Awards

    


    A
      Performance Award granted under the Plan (i) may be denominated or payable
      in
      cash, Common Stock (including without limitation, Restricted Stock), other
      securities or other Awards and (ii) shall confer on the holder thereof the
      right
      to receive payments, in whole or in part, upon the achievement of such
      performance goals during such performance periods as the Committee shall
      establish. Subject to the terms of the Plan and any applicable Award agreement,
      the performance goals to be achieved during any performance period, the length
      of any performance period, the amount of any Performance Award granted and
      the
      amount of any payment or transfer to be made pursuant to any Performance Award
      shall be determined by the Committee.

    


    9. Other
      Stock-Based Incentive Awards

    


    The
      Committee may from time to time grant Awards under this
      Plan
      that provide the participant with the right to purchase Common Stock
      or that
      are
      valued by reference to the fair market value of the Common Stock (including,
      but
      not limited to, phantom securities or dividend equivalents). Such Awards shall
      be in a form determined by the Committee (and may include terms contingent
      upon
      a change of control of the Company), provided
      that
      such Awards shall not be inconsistent with the terms and purposes of the Plan.
      The Committee will determine the price of any Award and may accept any lawful
      consideration.

    


    10. Price
      and Payment

    


    If
      the
      Shares are listed
      on
      a national securities exchange in the United States on any date on which the
      fair market value per Share is to be determined, the fair market value per
      Share
      shall be deemed to be the average of the high and low quotations at which such
      Shares are sold on such national securities exchange on such date. If the Shares
      are listed on a national securities exchange in the United States on such date
      but the Shares are not traded on such date, the fair market value per Share
      shall be determined as of the closest preceding date on which such exchange
      shall have been
      open
      for business and the Shares were traded. If the Shares are listed on more than
      one national securities exchange in the United States on the date any such
      Option is granted, the Committee shall determine which national securities
      exchange shall be used for the purpose of determining the fair market value
      per
      Share.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    If
      a
      public market exists for the
      Shares on any date on which the fair
      market value per Share is to be determined but the Shares are not listed on
      a
      national securities exchange in the United States, the fair market value per
      Share shall be deemed to be the mean between the closing bid and asked
      quotations for the Shares on such date, the fair market value per Share shall
      be
      deemed to be the mean between the closing bid and asked quotations in the
      over-the-counter market for the Shares on the closest date preceding such date
      for which such quotations are available.

    


    If
      no
      public market exists for the Shares on any date on which the fair market value
      per Share is to be determined, the Committee shall, in its sole discretion
      and
      best judgment, determine the fair market value of a Share.

    


    For
      purposes of this Plan, the determination by the Committee of the fair market
      value of a Share shall be conclusive.

    


    Upon
      the
      exercise of an Option, the Company shall cause the purchased Shares to be issued
      only when it shall have received the full purchase price for the Shares in
      cash
      or by certified check-

    


    11. Exercise
      of Options

    


    Options
      granted under the Plan may be exercised by an optionee only while the employee
      is and, continuously since the date the Option was granted, has been an employee
      of the Company or one of its subsidiaries, except that (i) if the optionee's
      termination of employment is other than for deliberate, willful or gross
      misconduct, any Options held by the optionee may be exercised, to the extent
      then exercisable, for a period of three months after the date of such
      termination of employment; (ii) if such termination of employment is by reason
      of retirement or disability, any Options held by the optionee at the time of
      retirement or disability will be exercisable for a period of 12 months after
      the
      date of such termination of employment; (iii) in the event of death after
      termination of employment pursuant to (i) or
      (ii)
      above, the person or persons to whom the optionee's rights are transferred
      by
      will or the laws of descent and distribution shall have a period of three years
      from the date of termination of the optionee's employment to exercise any
      Options which the optionee could have exercised during such period; and (iv)
      in
      the event of the death of an optionee while employed, any Options then held
      by
      the optionee shall become fully and immediately exercisable and may be exercised
      by the person or persons to whom the optionee's rights are transferred by will
      or the laws of descent and distribution for a period of three years after the
      optionee's death. In no event, however, shall any Option be exercisable after
      the date specified in Section 5, as applicable.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    An
      Option
      granted hereunder shall be exercisable, in whole or in part, only by written
      notice delivered in person or by mail to the Secretary of the Company at its
      principal office, specifying the number of shares of Common Stock to be
      purchased and accompanied by payment thereof and otherwise in accordance with
      the option agreement pursuant to which the Option was granted.

    


    


    12. Award
      Agreements

    


    Each
      Award granted under the Plan shall be evidenced by an Award agreement between
      the employee to whom the Award is granted and the Company, setting forth the
      number of shares of Common Stock, SARs, or units subject to the Award and such
      other terms and conditions applicable to the Award not consistent with the
      Plan
      as the Committee may deem appropriate.

    


    13. Tax
      Withholding

    


    The
      Committee may establish such rules and procedures as it considers desirable
      in
      order to satisfy any obligation of the Company or any subsidiary to withhold
      federal income taxes or other taxes with respect to any Award made under the
      Plan. Such rules and procedures may provide (i) in the case of Awards paid
      in
      shares of Common Stock, that the person receiving the Award may satisfy the
      withholding obligation by instructing the Company to withhold shares of Common
      Stock otherwise issuable upon exercise of such Award in order to satisfy such
      withholding obligation and (ii) in the case of an Award paid in cash, that
      the
      withholding obligation shall be satisfied by withholding the applicable amount
      and paying the net amount in cash to the participant. The employer corporation
      may, in its discretion, hold the stock certificate to which such employee is
      entitled upon the exercise of an Option as security for the payment of such
      withholding tax liability, until sufficient payment of that liability has been
      accumulated.

    


    14. Change
      of Control and Limited Rights

    


    For
      the
      purpose of the Plan, a "Change
      of Control" affecting the Company shall be
      deemed
      to have taken place upon (i) the acquisition by a third person, including a
      "group" as defined in Section 13(d)(3) and 14(d)(2) of the Securities Exchange
      Act of 1934, as amended, of shares of the Company having 51% or more of the
      total number of votes that may be cast for the election of Directors of the
      Company; (ii) shareholder approval of a transaction for the acquisition of
      the
      Company, or substantially all of its assets by another entity or for a merger,
      reorganization, consolidation or other business combination to which the Company
      is a part; or (iii) the election during any period of 24 months or less of
      50%
      or more of the Directors of the Company where such Directors were not in office
      immediately prior to such period provided,
      however, that
      no
      "Change of Control" shall be deemed to have taken place if the Directors of
      the
      Company in office on the date of adoption of the Plan, or their successors
      in
      office nominated by such Directors, affirmatively approve a resolution to such
      effect.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    In
      the
      event of a Change of Control affecting the Company, then, notwithstanding any
      provision of the Plan or of any provisions of any Award agreements entered
      into
      between the Company and any participant to the contrary, all Awards that have
      not expired and which are then held by any participant (or the person or persons
      to whom any deceased participant's rights have been transferred) shall, as
      of
      such Change of Control, become fully and immediately vested and exercisable
      and
      may be exercised for the remaining term of such Awards.

    


    A
      limited
      right may be awarded by the Committee in connection with any Option granted
      under the Plan with respect to all or some of the shares of Common Stock covered
      by such related Option. A limited right may be granted either at the time the
      Option is granted or thereafter at any time prior to the cancellation, exercise,
      forfeiture, termination or expiration of the Option. A limited right may be
      exercised only during the 60-day period beginning on a Change of Control of
      the
      Company. Notwithstanding the provisions of the immediately preceding sentences,
      no limited right may be exercised by an employee who is subject to Section
      16(b)
      of the Securities Exchange Act of 1934, as amended, until the expiration of
      six
      months from the date of grant of the limited right.

    


    Upon
      the
      exercise of limited rights, the participant shall receive in cash an amount
      equal to the product computed by multiplying (i) the excess of (a) the highest
      fair market value per share of Common Stock during the 60-day period ending
      on
      the date the limited right is exercised (or, if greater, the price offered
      for a
      share of Common Stock pursuant to a tender offer pending during such period)
      over (b) the Option price per share of Common Stock at which the related Option
      is exercisable by (ii) the number of shares of Common Stock with respect to
      which the limited right is being exercised. Notwithstanding the foregoing,
      in
      case of a limited right granted in respect of an ISO, the holder may not receive
      an amount in excess of such amount as will enable such Option to qualify as
      an
      ISO.

    


    Upon
      exercise of a limited right, such related Option and any related SAR shall
      cease
      to be exercisable to the extent of the shares of Common Stock with respect
      to
      which such limited right is exercised. Upon the exercise or termination of
      a
      related Option, the limited right with respect to such related Option shall
      terminate to the extent of the shares of Common Stock with respect to which
      the
      related Option was exercised or terminated.

    


    15. Dilution
      or Other Adjustment

    


    If
      the
      Company is a party to any merger or consolidation, or undergoes any separation,
      reorganization or liquidation, the Board of Directors of the Company shall
      have
      the power to make arrangements, which shall be binding upon the holders of
      unexpired Awards, for the substitution of new Awards for, or the assumption
      by
      another corporation of, any unexpired Awards then outstanding hereunder. In
      the
      case of any ISO, such action shall be taken only in the manner and to the extent
      permitted by Sections 422 and 424 of the Code. In addition, in the event of
      a
      reclassification, stock split, combination of shares, separation (including
      a
      spin-off), dividend on shares of the Common Stock payable in stock, or other
      similar change in capitalization or in the corporate structure of shares of
      the
      Common Stock of the Company, the Committee shall conclusively determine the
      appropriate adjustment in the option prices of outstanding Options, in the
      number and kind of shares or other securities as to which outstanding Awards
      shall be exercisable, and in the aggregate number of shares with respect to
      which Awards may be granted. In the case of any ISO, any such adjustment in
      the
      shares or other securities subject to the ISO (including any adjustment in
      the
      Option price) shall be made in such manner as not to constitute a modification
      as defined by Section 424(h)(3) of the Code and only to the extent permitted
      by
      Sections 422 and 424 of the Code.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    16. Assignability

    


    No
      Award
      granted under this Plan shall be sold, pledged, assigned or transferred other
      than by will or the laws of descent and distribution, and Awards shall be
      exercisable during the employee's lifetime only by the employee.

    


    17. Amendment
      or Termination

    


    The
      Board
      of Directors of the Company may at any time amend, suspend or terminate the
      Plan
provided,
      however,
      that (i)
      no change in any Awards previously granted may be made without the consent
      of
      the holder thereof, (ii) no amendment (other than an amendment authorized by
      Section 15) may be made increasing the aggregate number of shares of the Common
      Stock with respect to which Awards may be granted, reducing the minimum option
      price at which Options may be granted, extending the maximum period during
      which
      Awards may be exercised or changing the class of employees eligible to receive
      Awards hereunder, without the approval of the holders of a majority of the
      outstanding voting shares of the Company.

    


    18. General
      Provisions

    


    No
      Awards
      may be exercised by the holder thereof if such exercise, and the receipt of
      cash
      or stock thereunder, would be, in the opinion of counsel selected by the
      Company, contrary to law or the regulations of any duly constituted authority
      having jurisdiction over the Plan.

    


    Absence
      on leave approved by a duly constituted officer of the Company or any of its
      subsidiaries shall not be considered interruption or termination of service
      of
      any employee for any purposes of the Plan or Awards granted thereunder, except
      that no Awards may be granted to an employee while he or she is absent on
      leave.

    


    No
      Award
      recipient shall have any rights as a shareholder with respect to any shares
      subject to Awards granted to him or her under the Plan prior to the date as
      of
      which he or she is actually recorded as the holder of such shares upon the
      stock
      records of the Company.

    


    Nothing
      contained in the Plan or in Awards granted thereunder shall confer upon any
      employee any right to continue in the employ of the Company or any of its
      subsidiaries or interfere in any way with the right of the Company or any of
      its
      subsidiaries to terminate his or her employment at any time.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    Any
      Award
      agreement may provide that stock issued upon exercise of any Awards may be
      subject to such restrictions, including, without limitation, restrictions as
      to
      transferability and restrictions constituting substantial risks or forfeiture
      as
      the Committee may determine at the time such Award is granted.

    


    19. Effective
      Date

    


    The
      Plan
      shall become effective on the date of its adoption by the Board of Directors
      of
      the Company subject to approval of the Plan by the holders of a majority of
      the
      outstanding voting shares of the Company within 12 months after the date of
      the
      Plan's adoption by said Board of Directors. In the event of the failure to
      obtain such shareholder approval, the Plan shall be null and void and the
      Company shall have no liability thereunder. No Award granted under the Plan
      shall be exercisable until such shareholder approval has been
      obtained.

    


    20. Termination

    


    No
      Award
      may be granted under the Plan on or after the date which is ten (10) years
      following the effective date specified in Section 19, but Awards previously
      granted may be exercised in accordance with their terms.

    


    21. Governing
      Law

    


    The
      Plan
      and such Options as may be granted thereunder and all related matters shall
      be
      governed by, and construed and enforced in accordance with, the laws of the
      State of Nevada, from time to time obtaining, without giving effect to conflict
      of law principles thereof.


    
      
         

      

      
        10