ex41.htm


    INDEX
      OIL AND GAS INC. 2006 INCENTIVE STOCK OPTION PLAN

    
      


    

    


    This
Index
      Oil
      And Gas Inc. 2006 Incentive Stock Option 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)  

            	
              “Change
                of Control” means a sale of all or substantially all of the
                Company's assets, or any merger or consolidation of the Company with
                or
                into another corporation, or if a “person” or “group” within the meaning
                of Sections 13(d) and 14(d) of the Securities and Exchange Act of
                1934
                (the “Exchange Act”), becomes the “beneficial owner” (within the meaning
                of Rule 13d-3 under the Exchange Act) of securities of Employer (including
                options, warrants, rights and convertible and exchangeable securities)
                representing 30% or more of the combined voting power of the Company’s
                then outstanding securities in any one or more transactions, other
                than a
                merger or consolidation in which the holders of more than 50% of
                the
                shares of capital stock of the Company outstanding immediately prior
                to
                such transaction continue to hold (either by the voting securities
                remaining outstanding or by their being converted into voting securities
                of the surviving entity) more than 50% of the total voting power
                represented by the voting securities of the Company, or such surviving
                entity, outstanding immediately after such
                transaction,

            


    

    


    
      	
              (c)  

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

            


    

    


    
      	
              (d)  

            	
              "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 all of whom
                are
                disinterested persons, as contemplated by Rule 16b-3 ("Rule
                16b-3") promulgated under the Securities Exchange Act of 1934,
                as
                amended (the "Exchange
                Act").

            


    

    


    
      	
              (e)  

            	
              "Company"
                – INDEX OIL AND GAS INC., a Nevada corporation, and its subsidiaries
                including subsidiaries of
                subsidiaries.

            


    

    


    
      	
              (f)  

            	
              "Corporate
                Transaction" means a dissolution or liquidation of the Company, a
                sale of all or substantially all of the Company's assets, or a merger,
                consolidation or other capital reorganization of the Company with
                or into
                another corporation.

            


    

    


    
      	
              (g)  

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

            


    

    


    
      	
              (h)  

            	
              "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.

            


    

    


    
      	
              (i)  

            	
              "Nevada
                Securities Rules" – Nevada Revised Statute Section
                90.520.

            


    

    


    
      	
              (j)  

            	
              "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.

            


    

    


    
      	
              (k)  

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

            


    

    


    
      	
              (l)  

            	
              "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."

            


    

    


    
      	
              (m)  

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

            


    

    


    
      	
              (n)  

            	
              "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.

            


    

    


    
      	
              (o)  

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

            


    

    


    
      	
              (p)  

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

            


    

    


    
      	
              (q)  

            	
              "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.

            


    

    


    
      	
              (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 5,984,448 shares comprising
                5,225,000 incentive options and 759,448 shares reserved for a specific
                performance bonus award program.  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.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     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 the
      Securities Rules of the State of Nevada 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 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. 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 within the period, as was determined
                by the
                Board, of such termination, in whole or in part, not less than three
                (3)
                months nor more than fifteen (15) 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).

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    With
      respect to Nonstatutory Options
      granted to employees, directors or consultants, the Board may specify such
      period for exercise, not less than three (3) months (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 thirteen (13) months 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 twenty (20) months after
                Optionee's death, 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, a Corporate
      Transaction including a Change of Control (collectively, a
      "Reorganization"), unless otherwise provided by the Board or in
      a Stock Option Agreement issued under the Plan, this Option shall terminate
      immediately prior to such date as is determined by the Board, which date shall
      be no later than the 3 business days following 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 or the appropriate vesting limitations,
      such that any unvested shares would immediately vest upon the occurrence of
      a
      Corporate Transaction constituting a Change of Control; 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.
      Provided further, that upon the event of a Corporate Transaction constituting
      a
      Change of Control, the Company shall provide notice to the Optionee, not less
      then seven (7) days prior to the completion date of such a Change of Control
      event, stating the amount of options and exercise price per share for the
      options that may be exercised by such Optionee; provided that, if the Corporate
      Transaction constituting a Change of Control fails to transpire, any election
      by
      the Optionee to exercise his or her options in connection with a Corporate
      Transaction constituting a Change of Control shall be deemed to be
      withdrawn.

    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.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    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 the Nevada
                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, the Nevada 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 the Nevada 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. All Stock
                Awards
                will be made pursuant to the execution of a Stock Award Agreement
                substantially in the form attached hereto as Exhibit
                C.

            


    

    


    
      	
              (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. All Restricted Stock Purchase Offers
                shall be made pursuant to a Restricted Stock Purchase Offer substantially
                in the form attached hereto as Exhibit
                D.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
              (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, as
                defined
                in the Company's Proprietary Information and Invention Agreement
                or
                similar agreement regarding confidential information and intellectual
                property, relating to the business of the Company, acquired by the
                Participant either during or after employment with the
                Company.

            


    

    


    
      	
              (iii)  

            	
              A
                Participant, pursuant to the Company's Proprietary Information and
                Invention Agreement, 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.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
              (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 Section 4(2) 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.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    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 personnel 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.

    


    The
      foregoing 2006 Incentive Stock Plan
      (consisting of 15 pages, including this page) was duly adopted and approved
      by
      the Board of Directors on March 14, 2006 and subject to the approval of the
      shareholders of the Corporation on or before December 31, 2006.

    


    
      	 	
              INDEX
                OIL AND GAS INC.,

              a
                Nevada corporation

               

               

              By:           

              Lyndon
                West

              Its:           Chief
                Executive Officer

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    


    INDEX
      OIL AND GAS INC.

    INCENTIVE
      STOCK OPTION AGREEMENT

    
      


    

    


    This
      Incentive Stock Option
      Agreement ("Agreement") is made and entered into as of
      the date set forth below, by and between INDEX OIL AND GAS INC., a Nevada
      corporation (the "Company"), and the employee of the Company
      named in Section 1(b). ("Optionee"):

    


    In
      consideration of the covenants
      herein set forth, the parties hereto agree as follows:

    


    1.  Option
      Information.

    


    
      	
               

            	
              (a)

            	
              Date
                of Option:

            	 	 


    

    


    
      	
               

            	
              (b)

            	
              Optionee:

            	 	 


    

    


    
      	
               

            	
              (c)

            	
              Number
                of Shares:

            	 	 


    

    


    
      	
               

            	
              (d)

            	
              Exercise
                Price:

            	 	 


    

    


    2.  Acknowledgements.

    


    
      	
               

            	
              (a)

            	
              Optionee
                is an employee of the Company.

            


    

    


    
      	
              (b)

            	
              The
                Board of Directors (the "Board" which term shall include
                an authorized committee of the Board of Directors) and shareholders
                of the
                Company have heretofore adopted a 2006 Incentive Stock Plan (the
                "Plan"), pursuant to which this Option is being
                granted.

            


    

    


    
      	
              (c)

            	
              The
                Board has authorized the granting to Optionee of an incentive stock
                option
                ("Option") as defined in Section 422 of the Internal
                Revenue Code of 1986, as amended, (the "Code") to
                purchase shares of common stock of the Company ("Stock")
                upon the terms and conditions hereinafter stated and pursuant to
                an
                exemption from registration under the Securities Act of 1933, as
                amended
                (the "Securities Act") provided by Section 4(2)
                thereunder.

            


    

    


    3.  Shares;
      Price.  The Company hereby grants to Optionee the right to
      purchase, upon and subject to the terms and conditions herein stated, the number
      of shares of Stock set forth in Section 1(c) above (the
      "Shares") for cash (or other consideration as is authorized
      under the Plan and acceptable to the Board, in their sole and absolute
      discretion) at the price per Share set forth in Section 1(d) above (the
      "Exercise Price"), such price being not less than the fair
      market value per share of the Shares covered by this Option as of the date
      hereof (unless Optionee is the owner of Stock possessing ten percent or more
      of
      the total voting power or value of all outstanding Stock of the Company, in
      which case the Exercise Price shall be no less than 110% of the fair market
      value of such Stock).

    


    4.  Term
      of Option;
      Continuation of Employment.  This Option shall expire, and all
      rights hereunder to purchase the Shares shall terminate five (5) years from
      the
      date hereof. This Option shall earlier terminate subject to Sections 7 and
      8
      hereof upon, and as of the date of, the termination of Optionee's employment
      if
      such termination occurs prior to the end of such five (5) year period. Nothing
      contained herein shall confer upon Optionee the right to the continuation of
      his
      or her employment by the Company or to interfere with the right of the Company
      to terminate such employment or to increase or decrease the compensation of
      Optionee from the rate in existence at the date hereof.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    5.  Vesting
      of
      Option.  Subject to the provisions of Sections 7 and 8 hereof,
      this Option shall become exercisable during the term of Optionee's employment
      in
      three (3) annual installments as follows: the first installment of fifty percent
      (50%) of the Shares covered by this Option to be exercisable on January 20,
      2006
      (the "Initial Vesting Date"), with an additional twenty-five percent (25%)
      of
      such Shares becoming exercisable on each of the two (2) successive twelve (12)
      month periods following the Initial Vesting Date.  The installments
      shall be cumulative (i.e., this option may be exercised, as to any or all Shares
      covered by an installment, at any time or times after an installment becomes
      exercisable and until expiration or termination of this option).

    


    6.  Exercise.  This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price
      of
      the Shares covered by the notice (or such other consideration as has been
      approved by the Board of Directors consistent with the Plan) and (c) a written
      investment representation as provided for in Section 13 hereof. This Option
      shall not be assignable or transferable, except by will or by the laws of
      descent and distribution, and shall be exercisable only by Optionee during
      his
      or her lifetime, except as provided in Section 8 hereof.

    


    7.  Termination
      of
      Employment.  If Optionee shall cease to be employed by the Company
      for any reason, including, but not limited to, permanent disability (within
      the
      meaning of Section 22(e)(3) of the Code) at the time of termination, whether
      voluntarily or involuntarily, other than by his or her death, Optionee (or
      if
      the Optionee shall die after such termination, but prior to such exercise date,
      Optionee's personal representative or the person entitled to succeed to the
      Option) shall have the right, as determined by the Board, up to twelve (12)
      months following such termination of employment or the remaining term of this
      Option, whichever is the lesser, to exercise in whole or in part this Option
      to
      the extent, but only to the extent, that this Option was exercisable within
      said
      period and had not previously been exercised; provided, however if Optionee
      is
      terminated "for cause" as that term is defined under Title 53 of the
      Nevada Revised Statutes and case law related thereto, or by the terms of the
      Plan or this Option Agreement or by any employment agreement between the
      Optionee and the Company, this Option shall automatically terminate as to all
      Shares covered by this Option not exercised prior to termination. Unless earlier
      terminated, all rights under this Option shall terminate in any event on the
      expiration date of this Option as defined in Section 4 hereof.

    


    8.  Death
      of
      Optionee.  If the Optionee shall die while in the employ of the
      Company, Optionee's personal representative or the person entitled to Optionee's
      rights hereunder may at any time within eighteen (18) months after the date
      of
      Optionee's death, or during the remaining term of this Option, whichever is
      the
      lesser, exercise this Option and purchase Shares to the extent, but only to
      the
      extent, that Optionee could have exercised this Option within eighteen (18)
      months of the date of Optionee's death; provided, in any case, that this Option
      may be so exercised only to the extent that this Option has not previously
      been
      exercised by Optionee.

    


    9.  No
      Rights as
      Shareholder.  Optionee shall have no rights as a shareholder with
      respect to the Shares covered by any installment of this Option until the
      effective date of issuance of Shares following exercise of this Option, and
      no
      adjustment will be made for dividends or other rights for which the record
      date
      is prior to the date such stock certificate or certificates are issued except
      as
      provided in Section 10 hereof.

    


    10.  Recapitalization.  Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having 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, a Corporate Transaction including a Change of Control
      (collectively, a "Reorganization"), unless otherwise provided
      by the Board or in a Stock Option Agreement issued under the Plan, this Option
      shall terminate immediately prior to such date as is determined by the Board,
      which date shall be no later than the two (2) business days following 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 vesting limitations of Paragraph 5 of this Exhibit such that
      any
      unvested shares would immediately vest upon the occurrence of a Corporate
      Transaction constituting a Change of Control; 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. Upon
      the
      event of a Corporate Transaction constituting a Change of Control, the Company
      shall provide notice to the Optionee, not less then seven (7) days prior to
      the
      completion date of such a Change of Control event, stating the amount of options
      and exercise price per share for the options that may be exercised by such
      Optionee; provided that, if the Corporate Transaction constituting a Change
      of
      Control fails to transpire, any election by the Optionee to exercise his or
      her
      options in connection with a Corporate Transaction constituting a Change of
      Control shall be deemed to be withdrawn.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Subject
      to any required action by the
      shareholders of the Company, if the Company shall be the surviving entity in
      any
      merger or consolidation, this Option thereafter shall pertain to and apply
      to
      the securities to which a holder of Shares equal to the Shares subject to this
      Option would have been entitled by reason of such merger or consolidation,
      and
      the installment provisions of Section 5 shall continue to apply.

    


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

    


    To
      the extent that the foregoing
      adjustments relate to shares 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 hereinbefore expressly provided, 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 and
      price
      of Shares subject to this Option shall not be affected by, and no adjustments
      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 this Option shall not
      affect in any way the right or power of the Company to make 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.

    


    11.  Additional
      Consideration.  Should the Internal Revenue Service determine that
      the Exercise Price established by the Board as the fair market value per Share
      is less than the fair market value per Share as of the date of Option grant,
      Optionee hereby agrees to tender such additional consideration, or agrees to
      tender upon exercise of all or a portion of this Option, such fair market value
      per Share as is determined by the Internal Revenue Service.

    


    12.
Modifications,
      Extension and
      Renewal of Options.  The Board or Committee, as described in the
      Plan, may modify, extend or renew this Option or accept the surrender thereof
      (to the extent not theretofore exercised) and authorize the granting of a new
      option in substitution therefore (to the extent not theretofore exercised),
      subject at all times to the Plan, and Section 422 of the Code. Notwithstanding
      the foregoing provisions of this Section 12, no modification shall, without
      the
      consent of the Optionee, alter to the Optionee's detriment or impair any rights
      of Optionee hereunder.

    


    13.  Investment
      Intent;
      Restrictions on Transfer.

    


    
      	
              (a)

            	
              Optionee
                represents and agrees that if Optionee exercises this Option in whole
                or
                in part, Optionee will in each case acquire the Shares upon such
                exercise
                for the purpose of investment and not with a view to, or for resale
                in
                connection with, any distribution thereof; and that upon such exercise
                of
                this Option in whole or in part, Optionee (or any person or persons
                entitled to exercise this Option under the provisions of Sections
                7 and 8
                hereof) shall furnish to the Company a written statement to such
                effect,
                satisfactory to the Company in form and substance. If the Shares
                represented by this Option are registered under the Securities Act,
                either
                before or after the exercise of this Option in whole or in part,
                the
                Optionee shall be relieved of the foregoing investment representation
                and
                agreement and shall not be required to furnish the Company with the
                foregoing written statement.

            


    

    


    
      	
               

            	
              (b)
                Optionee further represents that Optionee has had access to the financial
                statements or books and records of the Company, has had the opportunity
                to
                ask questions of the Company concerning its business, operations
                and
                financial condition, and to obtain additional information reasonably
                necessary to verify the accuracy of such
                information.

            


    

    


    
      	
               

            	
              (c)
                Unless and until the Shares represented by this Option are registered
                under the Securities Act, all certificates representing the Shares
                and any
                certificates subsequently issued in substitution therefor and any
                certificate for any securities issued pursuant to any stock split,
                share
                reclassification, stock dividend or other similar capital event shall
                bear
                legends in substantially the following
                form:

            


    

    


    
      	
               

            	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	
               

            	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN INCENTIVE STOCK OPTION AGREEMENT DATED ____________ BETWEEN
                THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    such
      other legend or legends as the Company and its counsel deem necessary or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    14.  Effects
      of Early
      Disposition.  Optionee understands that if an Optionee disposes of
      shares acquired hereunder within two (2) years after the date of this Option
      or
      within one (1) year after the date of issuance of such shares to Optionee,
      such
      Optionee will be treated for income tax purposes as having received ordinary
      income at the time of such disposition of an amount generally measured by the
      difference between the purchase price and the fair market value of such stock
      on
      the date of exercise, subject to adjustment for any tax previously paid, in
      addition to any tax on the difference between the sales price and Optionee's
      adjusted cost basis in such shares. The foregoing amount may be measured
      differently if Optionee is an officer, director or ten percent holder of the
      Company. Optionee agrees to notify the Company within ten (10) working days
      of
      any such disposition.

    


    15.  Stand-off
      Agreement.  Optionee agrees that in connection with any
      registration of the Company's securities under the Securities Act, and upon
      the
      request of the Company or any underwriter managing an underwritten offering of
      the Company's securities, Optionee shall not sell, short any sale of, loan,
      grant an option for, or otherwise dispose of any of the Shares (other than
      Shares included in the offering) without the prior written consent of the
      Company or such managing underwriter, as applicable, for a period of at least
      one year following the effective date of registration of such
      offering.

    


    16.  Restriction
      Upon
      Transfer.  The Shares may not be sold, transferred or otherwise
      disposed of and shall not be pledged or otherwise hypothecated by the Optionee
      except as hereinafter provided.

    


    
      	
               

            	
              (a)
                Repurchase Right on Termination Other Than for Cause. For the
                purposes of this Section, a "Repurchase Event" shall mean
                an occurrence of one of (i) termination of Optionee's employment
                by the
                Company, voluntary or involuntary and with or without cause; (ii)
                retirement or death of Optionee; (iii) bankruptcy of Optionee, which
                shall
                be deemed to have occurred as of the date on which a voluntary or
                involuntary petition in bankruptcy is filed with a court of competent
                jurisdiction; (iv) dissolution of the marriage of Optionee, to the
                extent
                that any of the Shares are allocated as the sole and separate property
                of
                Optionee's spouse pursuant thereto (in which case this Section shall
                only
                apply to the Shares so affected); or (v) any attempted transfer by
                the
                Optionee of Shares, or any interest therein, in violation of this
                Agreement. Upon the occurrence of a Repurchase Event, the Company
                shall
                have the right (but not an obligation) to repurchase all or any portion
                of
                the Shares of Optionee at a price equal to the fair value of the
                Shares as
                of the date of the Repurchase
                Event.

            


    

    


    
      	
               

            	
              (b)
                Repurchase Right on Termination for Cause.  In the event
                Optionee's employment is terminated by the Company "for cause",
                then the Company shall have the right (but not an obligation) to
                repurchase Shares of Optionee at a price equal to the Exercise Price.
                Such
                right of the Company to repurchase Shares shall apply to 100% of
                the
                Shares for one (1) year from the date of this Agreement; and shall
                thereafter lapse at the rate of twenty percent (20%) of the Shares
                on each
                anniversary of the date of this Agreement. In addition, the Company
                shall
                have the right, in the sole discretion of the Board and without
                obligation, to repurchase upon termination for cause all or any portion
                of
                the Shares of Optionee, at a price equal to the fair value of the
                Shares
                as of the date of termination, which right is not subject to the
                foregoing
                lapsing of rights. In the event the Company elects to repurchase
                the
                Shares, the stock certificates representing the same shall forthwith
                be
                returned to the Company for
                cancellation.

            


    

    


    
      	
               

            	
              (c)  Exercise
                of Repurchase Right.  Any Repurchase Right under Paragraphs
                16(a) or 16(b) shall be exercised by giving notice of exercise as
                provided
                herein to Optionee or the estate of Optionee, as applicable. Such
                right
                shall be exercised, and the repurchase price thereunder shall be
                paid, by
                the Company within a ninety (90) day period beginning on the date
                of
                notice to the Company of the occurrence of such Repurchase Event
                (except
                in the case of termination of employment or retirement, where such
                option
                period shall begin upon the occurrence of the Repurchase Event).
                Such
                repurchase price shall be payable only in the form of cash (including
                a
                check drafted on immediately available funds) or cancellation of
                purchase
                money indebtedness of the Optionee for the Shares. If the Company
                can not
                purchase all such Shares because it is unable to meet the financial
                tests
                set forth in Nevada and/or Nevada corporation law, the Company shall
                have
                the right to purchase as many Shares as it is permitted to purchase
                under
                such sections. Any Shares not purchased by the Company hereunder
                shall no
                longer be subject to the provisions of this Section
                16.

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (d)  Right
                of First Refusal.  In the event Optionee desires to transfer
                any Shares during his or her lifetime, Optionee shall first offer
                to sell
                such Shares to the Company. Optionee shall deliver to the Company
                written
                notice of the intended sale, such notice to specify the number of
                Shares
                to be sold, the proposed purchase price and terms of payment, and
                grant
                the Company an option for a period of thirty days following receipt
                of
                such notice to purchase the offered Shares upon the same terms and
                conditions. To exercise such option, the Company shall give notice
                of that
                fact to Optionee within the thirty (30) day notice period and agree
                to pay
                the purchase price in the manner provided in the notice. If the Company
                does not purchase all of the Shares so offered during foregoing option
                period, Optionee shall be under no obligation to sell any of the
                offered
                Shares to the Company, but may dispose of such Shares in any lawful
                manner
                during a period of one hundred and eighty (180) days following the
                end of
                such notice period, except that Optionee shall not sell any such
                Shares to
                any other person at a lower price or upon more favorable terms than
                those
                offered to the Company.

            


    

    


    
      	
               

            	
              (e)  Acceptance
                of Restrictions.  Acceptance of the Shares shall constitute
                the Optionee's agreement to such restrictions and the legending of
                his
                certificates with respect thereto. Notwithstanding such restrictions,
                however, so long as the Optionee is the holder of the Shares, or
                any
                portion thereof, he shall be entitled to receive all dividends declared
                on
                and to vote the Shares and to all other rights of a shareholder with
                respect thereto.

            


    

    


    
      	
               

            	
              (f)  Permitted
                Transfers.  Notwithstanding any provisions in this Section
                16 to the contrary, the Optionee may transfer Shares subject to this
                Agreement to his or her parents, spouse, children, or grandchildren,
                or a
                trust for the benefit of the Optionee or any such transferee(s);
                provided,
                that such permitted transferee(s) shall hold the Shares subject to
                all the
                provisions of this Agreement (all references to the Optionee herein
                shall
                in such cases refer mutatis mutandis to the permitted transferee,
                except
                in the case of clause (iv) of Section 16(a) wherein the permitted
                transfer
                shall be deemed to be rescinded); and provided further, that
                notwithstanding any other provisions in this Agreement, a permitted
                transferee may not, in turn, make permitted transfers without the
                written
                consent of the Optionee and the
                Company.

            


    

    


    
      	
               

            	
              (g)  Release
                of Restrictions on Shares.  All other restrictions under
                this Section 16 shall terminate five (5) years following the date
                of this
                Agreement, or when the Company's securities are publicly traded,
                whichever
                occurs earlier.

            


    

    


    17.  Notices.  Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, five (5) days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided to the Company
      by
      Optionee for his or her employee records.

    


    18.  Agreement
      Subject to
      Plan; Applicable Law.  This Option is made pursuant to the Plan
      and shall be interpreted to comply therewith. A copy of such Plan is available
      to Optionee, at no charge, at the principal office of the Company. Any provision
      of this Option inconsistent with the Plan shall be considered void and replaced
      with the applicable provision of the Plan. This Option has been granted,
      executed and delivered in the State of Nevada, and the interpretation and
      enforcement shall be governed by the laws thereof and subject to the exclusive
      jurisdiction of the courts therein.

    


    In
      Witness Whereof,
      the parties hereto have executed this Option as of the date first above
      written.

    


    
      	
              COMPANY:

            	
              INDEX
                OIL AND GAS INC.,

              a
                Nevada corporation

               

               

              By:                                                    

              Name:                                                    

              Title:                                                    

            
	 	 
	
              OPTIONEE:

            	
               

              By:           

              (signature)

              Name:                                                    

            


    

    


    (one
      of the following, as
      appropriate, shall be signed)

    


    
      	
              I
                certify that as of the date hereof I am unmarried

            	 	
              By
                his or her signature, the spouse of Optionee hereby agrees to be
                bound by
                the provisions of the foregoing INCENTIVE STOCK OPTION
                AGREEMENT

               

            
	 	 	 
	
              Optionee

            	 	
              Spouse
                of Optionee

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Appendix
      A

    


    NOTICE
      OF
      EXERCISE

    


    INDEX
      OIL
      AND GAS INC.

    10,000
      Memorial Drive, Suite 440

    Houston,
      Texas 77024

    


    Re:
      Incentive Stock Option

    


    Notice
      is hereby given pursuant to
      Section 6 of my Incentive Stock Option Agreement that I elect to purchase the
      number of shares set forth below at the exercise price set forth in my option
      agreement:

    


    Incentive
      Stock Option Agreement dated:
      ____________

    


    Number
      of shares being purchased:
      ____________

    


    Exercise
      Price:
      $____________

    


    A
      check in the amount of the aggregate
      price of the shares being purchased is attached.

    


    I
      hereby confirm that such shares are
      being acquired by me for my own account for investment purposes, and not with
      a
      view to, or for resale in connection with, any distribution thereof. I will
      not
      sell or dispose of my Shares in violation of the Securities Act of 1933, as
      amended, or any applicable federal or state securities laws. Further, I
      understand that the exemption from taxable income at the time of exercise is
      dependent upon my holding such stock for a period of at least one year from
      the
      date of exercise and two years from the date of grant of the
      Option.

    


    I
      understand that the certificate
      representing the Option Shares will bear a restrictive legend within the
      contemplation of the Securities Act and as required by such other state or
      federal law or regulation applicable to the issuance or delivery of the Option
      Shares.

    


    I
      agree to provide to the Company such
      additional documents or information as may be required pursuant to the Company's
      2006 Incentive Stock Plan.

    


    
      	
               

              By:           

              (signature)

              Name:                                                    

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
      B-1

    


    INDEX
      OIL AND GAS INC.

    EMPLOYEE
      NONSTATUTORY STOCK OPTION AGREEMENT

    
      


    

    


    This
      Employee Nonstatutory
      Stock Option Agreement ("Agreement") is made and
      entered into as of the date set forth below, by and between INDEX OIL AND GAS
      INC., a Nevada corporation (the "Company"), and the following
      employee of the Company ("Optionee"):

    


    In
      consideration of the covenants
      herein set forth, the parties hereto agree as follows:

    


    1.  Option
      Information.

    
      	
               

            	
              (a)

            	
              Date
                of Option:

            	 	 


    

    
      	
               

            	
              (b)

            	
              Optionee:

            	 	 


    

    
      	
               

            	
              (c)

            	
              Number
                of Shares:

            	 	 


    

    
      	
               

            	
              (d)

            	
              Exercise
                Price:

            	 	 


    

    


    2.  Acknowledgements.

    (a)
      Optionee is an employee of the
      Company.

    


    
      	
               

            	
              (b)
                The Board of Directors (the "Board" which term shall
                include an authorized committee of the Board of Directors) and
                shareholders of the Company have heretofore adopted a 2006 Incentive
                Stock
                Plan (the "Plan"), pursuant to which this Option is being
                granted; and

            


    

    


    
      	
               

            	
              (c)
                The Board has authorized the granting to Optionee of a nonstatutory
                stock
                option ("Option") to purchase shares of common stock of
                the Company ("Stock") upon the terms and conditions
                hereinafter stated and pursuant to an exemption from registration
                under
                the Securities Act of 1933, as amended (the "Securities
                Act") provided by Section 4(2)
                thereunder.

            


    

    


    3.  Shares;
      Price.  Company hereby grants to Optionee the right to purchase,
      upon and subject to the terms and conditions herein stated, the number of shares
      of Stock set forth in Section 1(c) above (the "Shares") for
      cash (or other consideration as is authorized under the Plan and acceptable
      to
      the Board of Directors of the Company, in their sole and absolute discretion)
      at
      the price per Share set forth in Section 1(d) above (the "Exercise
      Price"), such price being not less than eighty-five percent (85%) of
      the fair market value per share of the Shares covered by this Option as of
      the
      date hereof.

    


    4.  Term
      of Option;
      Continuation of Service.  This Option shall expire, and all rights
      hereunder to purchase the Shares shall terminate, five (5) years from the date
      hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof
      upon, and as of the date of, the termination of Optionee's employment if such
      termination occurs prior to the end of such five (5) year period. Nothing
      contained herein shall confer upon Optionee the right to the continuation of
      his
      or her employment by the Company or to interfere with the right of the Company
      to terminate such employment or to increase or decrease the compensation of
      Optionee from the rate in existence at the date hereof.

    


    5.  Vesting
      of
      Option.  Subject to the provisions of Sections 7 and 8 hereof,
      this Option shall become exercisable during the term of Optionee's employment
      in
      three (3) annual installments as follows: the first installment of fifty percent
      (50%) of the Shares covered by this Option to be exercisable on January 20,
      2006
      (the "Initial Vesting Date"), with an additional twenty-five percent (25%)
      of
      such Shares becoming exercisable on each of the two (2) successive twelve (12)
      month periods following the Initial Vesting Date.  The installments
      shall be cumulative (i.e., this option may be exercised, as to any or all Shares
      covered by an installment, at any time or times after an installment becomes
      exercisable and until expiration or termination of this option).

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    6.  Exercise.  This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix A, (b) a check or cash in the amount of the Exercise
      Price of the Shares covered by the notice (or such other consideration as has
      been approved by the Board of Directors consistent with the Plan) and (c) a
      written investment representation as provided for in Section 13 hereof. This
      Option shall not be assignable or transferable, except by will or by the laws
      of
      descent and distribution, and shall be exercisable only by Optionee during
      his
      or her lifetime, except as provided in Section 8 hereof.

    


    7.  Termination
      of
      Employment.  If Optionee shall cease to be employed by the Company
      for any reason, including, but not limited to, permanent disability (within
      the
      meaning of Section 22(e)(3) of the Code) at the time of termination, whether
      voluntarily or involuntarily, other than by his or her death, Optionee (or
      if
      the Optionee shall die after such termination, but prior to such exercise date,
      Optionee's personal representative or the person entitled to succeed to the
      Option) shall have the right, as determined by the Board, up to twelve (12)
      months following such termination of employment or the remaining term of this
      Option, whichever is the lesser, to exercise in whole or in part this Option
      to
      the extent, but only to the extent, that this Option was exercisable within
      such
      twelve (12) month period and had not previously been exercised; provided,
      however: (i) if Optionee has resigned, other then “for cause”, as provided in
      subparagraph 7(ii), the Optionee shall have the right at any time within the
      period determined by the Board of such termination of employment, provided
      that
      such period shall not be less then three (3) months, or the remaining term
      of
      this Option, whichever is the lesser, to exercise in whole or in part this
      Option to the extent, but only to the extent, that this Option was exercisable
      at as of the date of termination of employment and had not previously been
      exercised; or (ii) if Optionee is terminated "for cause" as that term
      is defined under Title 53 of the Nevada Revised Statutes and case law related
      thereto, or by the terms of the Plan or this Option Agreement or by any
      employment agreement between the Optionee and the Company, this Option shall
      automatically terminate as to all Shares covered by this Option not exercised
      prior to termination. Unless earlier terminated, all rights under this Option
      shall terminate in any event on the expiration date of this Option as defined
      in
      Section 4 hereof.

    


    Unless
      earlier terminated, all rights
      under this Option shall terminate in any event on the expiration date of this
      Option as defined in Section 4 hereof.

    


    8.  Death
      of
      Optionee.  If the Optionee shall die while in the employ of the
      Company, Optionee's personal representative or the person entitled to Optionee's
      rights hereunder may at any time within eighteen (18) months after the date
      of
      Optionee's death, or during the remaining term of this Option, whichever is
      the
      lesser, exercise this Option and purchase Shares to the extent, but only to
      the
      extent, that Optionee could have exercised this Option as of  within
      eighteen (18) months of the Optionee's death; provided, in any case, that this
      Option may be so exercised only to the extent that this Option has not
      previously been exercised by Optionee.

    


    9.  No
      Rights as
      Shareholder.  Optionee shall have no rights as a shareholder with
      respect to the Shares covered by any installment of this Option until the
      effective date of issuance of the Shares following exercise of this Option,
      and
      no adjustment will be made for dividends or other rights for which the record
      date is prior to the date such stock certificate or certificates are issued
      except as provided in Section 10 hereof.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    10.  Recapitalization.  Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having 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, a Corporate Transaction including a Change of Control
      (collectively, a "Reorganization"), unless otherwise provided
      by the Board or in a Stock Option Agreement issued under the Plan, this Option
      shall terminate immediately prior to such date as is determined by the Board,
      which date shall be no later than the two (2) business days following 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 vesting limitations of Paragraph 5 of this Exhibit such that
      any
      unvested shares would immediately vest upon the occurrence of a Corporate
      Transaction constituting a Change of Control; 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. Upon
      the
      event of a Corporate Transaction constituting a Change of Control, the Company
      shall provide notice to the Optionee, not less then seven (7) days prior to
      the
      completion date of such a Change of Control event, stating the amount of options
      and exercise price per share for the options that may be exercised by such
      Optionee such that any unvested shares would immediately vest upon the
      occurrence of a Corporate Transaction constituting a Change of Control; provided
      that, if the Corporate Transaction constituting a Change of Control fails to
      transpire, any election by the Optionee to exercise his or her options in
      connection with a Corporate Transaction constituting a Change of Control shall
      be deemed to be withdrawn.

    


    Subject
      to any required action by the
      shareholders of the Company, if the Company shall be the surviving entity in
      any
      merger or consolidation, this Option thereafter shall pertain to and apply
      to
      the securities to which a holder of Shares equal to the Shares subject to this
      Option would have been entitled by reason of such merger or consolidation,
      and
      the installment provisions of Section 5 shall continue to apply.

    


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

    


    To
      the extent that the foregoing
      adjustments relate to shares 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 hereinbefore expressly provided, 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 and
      price
      of Shares subject to this Option shall not be affected by, and no adjustments
      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 this Option shall not
      affect in any way the right or power of the Company to make 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.

    


    11.  Taxation
      upon
      Exercise of Option.  Optionee understands that, upon exercise of
      this Option, Optionee will recognize income, for Federal and state income tax
      purposes, in an amount equal to the amount by which the fair market value of
      the
      Shares, determined as of the date of exercise, exceeds the Exercise Price.
      The
      acceptance of the Shares by Optionee shall constitute an agreement by Optionee
      to report such income in accordance with then applicable law and to cooperate
      with Company in establishing the amount of such income and corresponding
      deduction to the Company for its income tax purposes. Withholding for federal
      or
      state income and employment tax purposes will be made, if and as required by
      law, from Optionee's then current compensation, or, if such current compensation
      is insufficient to satisfy withholding tax liability, the Company may require
      Optionee to make a cash payment to cover such liability as a condition of the
      exercise of this Option.

    


    12.  Modification,
      Extension and Renewal of Options.  The Board or Committee, as
      described in the Plan, may modify, extend or renew this Option or accept the
      surrender thereof (to the extent not theretofore exercised) and authorize the
      granting of a new option in substitution therefore (to the extent not
      theretofore exercised), subject at all times to the Plan, the Code and the
      Nevada Securities Rules.  Notwithstanding the foregoing provisions of
      this Section 12, no modification shall, without the consent of the Optionee,
      alter to the Optionee's detriment or impair any rights of Optionee
      hereunder.

    


    13.  Investment
      Intent;
      Restrictions on Transfer.

    


    
      	
               

            	
              (a)  Optionee
                represents and agrees that if Optionee exercises this Option in whole
                or
                in part, Optionee will in each case acquire the Shares upon such
                exercise
                for the purpose of investment and not with a view to, or for resale
                in
                connection with, any distribution thereof; and that upon such exercise
                of
                this Option in whole or in part, Optionee (or any person or persons
                entitled to exercise this Option under the provisions of Sections
                7 and 8
                hereof) shall furnish to the Company a written statement to such
                effect,
                satisfactory to the Company in form and substance. If the Shares
                represented by this Option are registered under the Securities Act,
                either
                before or after the exercise of this Option in whole or in part,
                the
                Optionee shall be relieved of the foregoing investment representation
                and
                agreement and shall not be required to furnish the Company with the
                foregoing written statement.

            


    

    


    
      	
               

            	
              (b)  Optionee
                further represents that Optionee has had access to the financial
                statements or books and records of the Company, has had the opportunity
                to
                ask questions of the Company concerning its business, operations
                and
                financial condition, and to obtain additional information reasonably
                necessary to verify the accuracy of such
                information

            


    

    


    
      	
               

            	
              (c)  Unless
                and until the Shares represented by this Option are registered under
                the
                Securities Act, all certificates representing the Shares and any
                certificates subsequently issued in substitution therefor and any
                certificate for any securities issued pursuant to any stock split,
                share
                reclassification, stock dividend or other similar capital event shall
                bear
                legends in substantially the following
                form:

            


    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	
               

            	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN
                THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    and/or
      such other legend or legends as the Company and its counsel deem necessary
      or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

    


    14.  Stand-off
      Agreement.  Optionee agrees that, in connection with any
      registration of the Company's securities under the Securities Act, and upon
      the
      request of the Company or any underwriter managing an underwritten offering
      of
      the Company's securities, Optionee shall not sell, short any sale of, loan,
      grant an option for, or otherwise dispose of any of the Shares (other than
      Shares included in the offering) without the prior written consent of the
      Company or such managing underwriter, as applicable, for a period of at least
      one year following the effective date of registration of such
      offering.

    


    15.  Restriction
      Upon
      Transfer.  The Shares may not be sold, transferred or otherwise
      disposed of and shall not be pledged or otherwise hypothecated by the Optionee
      except as hereinafter provided.

    
      	
               

            	
              (a)
                Repurchase Right on Termination Other Than for Cause. For the purposes
                of
                this Section, a "Repurchase Event" shall mean an
                occurrence of one of (i) termination of Optionee's employment by
                the
                Company, voluntary or involuntary and with or without cause; (ii)
                retirement or death of Optionee; (iii) bankruptcy of Optionee, which
                shall
                be deemed to have occurred as of the date on which a voluntary or
                involuntary petition in bankruptcy is filed with a court of competent
                jurisdiction; (iv) dissolution of the marriage of Optionee, to the
                extent
                that any of the Shares are allocated as the sole and separate property
                of
                Optionee's spouse pursuant thereto (in which case, this Section shall
                only
                apply to the Shares so affected); or (v) any attempted transfer by
                the
                Optionee of Shares, or any interest therein, in violation of this
                Agreement. Upon the occurrence of a Repurchase Event, the Company
                shall
                have the right (but not an obligation) to repurchase all or any portion
                of
                the Shares of Optionee at a price equal to the fair value of the
                Shares as
                of the date of the Repurchase
                Event.

            


    

    


    
      	
               

            	
              (b)
                Repurchase Right on Termination for Cause. In the event Optionee's
                employment is terminated by the Company "for cause", then the Company
                shall have the right (but not an obligation) to repurchase Shares
                of
                Optionee at a price equal to the Exercise Price. Such right of the
                Company
                to repurchase Shares shall apply to 100% of the Shares for one (1)
                year
                from the date of this Agreement; and shall thereafter lapse ratably
                in
                equal annual increments on each anniversary of the date of this Agreement
                over the term of this Option specified in Section 4. In addition,
                the
                Company shall have the right, in the sole discretion of the Board
                and
                without obligation, to repurchase upon termination for cause all
                or any
                portion of the Shares of Optionee, at a price equal to the fair value
                of
                the Shares as of the date of termination, which right is not subject
                to
                the foregoing lapsing of rights. In the event the Company elects
                to
                repurchase the Shares, the stock certificates representing the same
                shall
                forthwith be returned to the Company for
                cancellation.

            


    

    


    
      	
               

            	
              (c)
                Exercise of Repurchase Right. Any Repurchase Right under Paragraphs
                15(a)
                or 15(b) shall be exercised by giving notice of exercise as provided
                herein to Optionee or the estate of Optionee, as applicable. Such
                right
                shall be exercised, and the repurchase price thereunder shall be
                paid, by
                the Company within a ninety (90) day period beginning on the date
                of
                notice to the Company of the occurrence of such Repurchase Event
                (except
                in the case of termination of employment or retirement, where such
                option
                period shall begin upon the occurrence of the Repurchase Event).
                Such
                repurchase price shall be payable only in the form of cash (including
                a
                check drafted on immediately available funds) or cancellation of
                purchase
                money indebtedness of the Optionee for the Shares. If the Company
                can not
                purchase all such Shares because it is unable to meet the financial
                tests
                set forth in the Nevada and/or Nevada corporation law, the Company
                shall
                have the right to purchase as many Shares as it is permitted to purchase
                under such sections. Any Shares not purchased by the Company hereunder
                shall no longer be subject to the provisions of this Section
                15.

            


    

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (d)
                Right of First Refusal. In the event Optionee desires to transfer
                any
                Shares during his or her lifetime, Optionee shall first offer to
                sell such
                Shares to the Company. Optionee shall deliver to the Company written
                notice of the intended sale, such notice to specify the number of
                Shares
                to be sold, the proposed purchase price and terms of payment, and
                grant
                the Company an option for a period of thirty days following receipt
                of
                such notice to purchase the offered Shares upon the same terms and
                conditions. To exercise such option, the Company shall give notice
                of that
                fact to Optionee within the thirty (30) day notice period and agree
                to pay
                the purchase price in the manner provided in the notice. If the Company
                does not purchase all of the Shares so offered during foregoing option
                period, Optionee shall be under no obligation to sell any of the
                offered
                Shares to the Company, but may dispose of such Shares in any lawful
                manner
                during a period of one hundred and eighty (180) days following the
                end of
                such notice period, except that Optionee shall not sell any such
                Shares to
                any other person at a lower price or upon more favorable terms than
                those
                offered to the Company.

            


    

    


    
      	
               

            	
              (e)
                Acceptance of Restrictions. Acceptance of the Shares shall constitute
                the
                Optionee's agreement to such restrictions and the legending of his
                certificates with respect thereto. Notwithstanding such restrictions,
                however, so long as the Optionee is the holder of the Shares, or
                any
                portion thereof, he shall be entitled to receive all dividends declared
                on
                and to vote the Shares and to all other rights of a shareholder with
                respect thereto.

            


    

    


    
      	
               

            	
              (f)
                Permitted Transfers. Notwithstanding any provisions in this Section
                15 to
                the contrary, the Optionee may transfer Shares subject to this Agreement
                to his or her parents, spouse, children, or grandchildren, or a trust
                for
                the benefit of the Optionee or any such transferee(s); provided,
                that such
                permitted transferee(s) shall hold the Shares subject to all the
                provisions of this Agreement (all references to the Optionee herein
                shall
                in such cases refer mutatis mutandis to the permitted transferee,
                except
                in the case of clause (iv) of Section 15(a) wherein the permitted
                transfer
                shall be deemed to be rescinded); and provided further, that
                notwithstanding any other provisions in this Agreement, a permitted
                transferee may not, in turn, make permitted transfers without the
                written
                consent of the Optionee and the
                Company.

            


    

    


    
      	
               

            	
              (g)
                Release of Restrictions on Shares. All other restrictions under this
                Section 15 shall terminate five (5) years following the date of this
                Agreement, or when the Company's securities are publicly traded,
                whichever
                occurs earlier.

            


    

    


    16.  Notices.  Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, five (5) days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided by Optionee for
      his
      or her employee records.

    


    17.  Agreement
      Subject to
      Plan; Applicable Law.  This Option is made pursuant to the Plan
      and shall be interpreted to comply therewith. A copy of such Plan is available
      to Optionee, at no charge, at the principal office of the Company. Any provision
      of this Option inconsistent with the Plan shall be considered void and replaced
      with the applicable provision of the Plan. This Option has been granted,
      executed and delivered in the State of Nevada, and the interpretation and
      enforcement shall be governed by the laws thereof and subject to the exclusive
      jurisdiction of the courts therein.

    


    


    In
      Witness Whereof,
      the parties hereto have executed this Option as of the date first above
      written.

    


    


    
      	
              COMPANY:

            	
              INDEX
                OIL AND GAS INC.,

              a
                Nevada corporation

               

               

              By:                                                    

              Name:                                                    

              Title:                                                    

            
	 	 
	
              OPTIONEE:

            	
               

              By:           

              (signature)

              Name:                                                    

            


    

    
 

    


    


    (one
      of the following, as
      appropriate, shall be signed)

    


    
      	
              I
                certify that as of the date hereof I am unmarried

            	 	
              By
                his or her signature, the spouse of Optionee hereby agrees to be
                bound by
                the provisions of the foregoing INCENTIVE STOCK OPTION
                AGREEMENT

               

            
	 	 	 
	
              Optionee

            	 	
              Spouse
                of Optionee

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Appendix
      A

    


    NOTICE
      OF EXERCISE

    


    INDEX
      OIL
      AND GAS INC.

    10,000
      Memorial Drive, Suite 440

    Houston,
      Texas 77024

    


    Re:
      Nonstatutory Stock
      Option

    


    Notice
      is hereby given pursuant to
      Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase
      the
      number of shares set forth below at the exercise price set forth in my option
      agreement:

    


    Nonstatutory
      Stock Option Agreement
      dated: ____________

    


    Number
      of shares being purchased:
      ____________

    


    Exercise
      Price:
      $____________

    


    A
      check in the amount of the aggregate
      price of the shares being purchased is attached.

    


    I
      hereby confirm that such shares are
      being acquired by me for my own account for investment purposes, and not with
      a
      view to, or for resale in connection with, any distribution thereof. I will
      not
      sell or dispose of my Shares in violation of the Securities Act of 1933, as
      amended, or any applicable federal or state securities laws. Further, I
      understand that the exemption from taxable income at the time of exercise is
      dependent upon my holding such stock for a period of at least one year from
      the
      date of exercise and two years from the date of grant of the
      Option.

    


    I
      understand that the certificate
      representing the Option Shares will bear a restrictive legend within the
      contemplation of the Securities Act and as required by such other state or
      federal law or regulation applicable to the issuance or delivery of the Option
      Shares.

    


    I
      agree to provide to the Company such
      additional documents or information as may be required pursuant to the Company's
      2006 Incentive Stock Plan.

    


    
      	
               

              By:           

              (signature)

              Name:                                                    

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-2

    


    INDEX
      OIL AND GAS INC.

    NONSTATUTORY
      STOCK OPTION AGREEMENT

    
      


    

    


    This
      Nonstatutory Stock Option Agreement ("Agreement") is
      made and entered into as of the date set forth below, by and between INDEX
      OIL
      AND GAS INC., a Nevada corporation (the "Company"), and the
      following Director of the Company ("Optionee"):

    


    In
      consideration of the covenants
      herein set forth, the parties hereto agree as follows:

    


    1.  Option
      Information.

    
      	
               

            	
              (a)

            	
              Date
                of Option:

            	 	 


    

    
      	
               

            	
              (b)

            	
              Optionee:

            	 	 


    

    
      	
               

            	
              (c)

            	
              Number
                of Shares:

            	 	 


    

    
      	
               

            	
              (d)

            	
              Exercise
                Price:

            	 	 


    

    


    2.  Acknowledgements.

    (a)  Optionee
      is a member of
      the Board of Directors of the Company.

    


    
      	
               

            	
              (b)  The
                Board of Directors (the "Board" which term shall include
                an authorized committee of the Board of Directors) and shareholders
                of the
                Company have heretofore adopted a 2006 Incentive Stock Plan (the
                "Plan"), pursuant to which this Option is being granted;
                and

            


    

    


    
      	
               

            	
              (c)  The
                Board has authorized the granting to Optionee of a nonstatutory stock
                option ("Option") to purchase shares of common stock of
                the Company ("Stock") upon the terms and conditions
                hereinafter stated and pursuant to an exemption from registration
                under
                the Securities Act of 1933, as amended (the "Securities
                Act") provided by Section 4(2)
                thereunder.

            


    

    


    3.  Shares;
      Price.  Company hereby grants to Optionee the right to purchase,
      upon and subject to the terms and conditions herein stated, the number of shares
      of Stock set forth in Section 1(c) above (the "Shares") for
      cash (or other consideration as is authorized under the Plan and acceptable
      to
      the Board of Directors of the Company, in their sole and absolute discretion)
      at
      the price per Share set forth in Section 1(d) above (the "Exercise
      Price"), such price being not less than eighty-five percent (85%) of
      the fair market value per share of the Shares covered by this Option as of
      the
      date hereof.

    


    4.  Term
      of Option;
      Continuation of Service.  This Option shall expire, and all rights
      hereunder to purchase the Shares shall terminate, ten (10) years from the date
      hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof
      upon, and as of the date of, the termination of Optionee's employment if such
      termination occurs prior to the end of such ten (10) year period. Nothing
      contained herein shall confer upon Optionee the right to the continuation of
      his
      or her employment by the Company or to interfere with the right of the Company
      to terminate such employment or to increase or decrease the compensation of
      Optionee from the rate in existence at the date hereof.

    


    5.  Vesting
      of
      Option.  Subject to the provisions of Sections 7 and 8 hereof,
      this Option shall become exercisable during the term of Optionee's employment
      in
      three (3) annual installments, the first installment of fifty percent (50%)
      of
      the Shares covered by this Option to be exercisable on January 20, 2006 (the
      "Initial Vesting Date"), with an additional twenty-five percent (25%) of such
      Shares becoming exercisable on each of the two (2) successive twelve (12) month
      periods following the Initial Vesting Date.  The installments shall be
      cumulative (i.e., this option may be exercised, as to any or all Shares covered
      by an installment, at any time or times after an installment becomes exercisable
      and until expiration or termination of this option).

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    6.  Exercise.  This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix A, (b) a check or cash in the amount of the Exercise
      Price of the Shares covered by the notice (or such other consideration as has
      been approved by the Board of Directors consistent with the Plan) and (c) a
      written investment representation as provided for in Section 13 hereof. This
      Option shall not be assignable or transferable, except by will or by the laws
      of
      descent and distribution, and shall be exercisable only by Optionee during
      his
      or her lifetime, except as provided in Section 8 hereof.

    


    7.  Termination
      of
      Service; If Optionee shall cease to serve as a Director of the Company for
      any reason, including, but not limited to, permanent disability (within the
      meaning of Section 22(e)(3) of the Code) at the time of termination, whether
      voluntarily or involuntarily, other than by his or her death, Optionee (or
      if
      the Optionee shall die after such termination, but prior to such exercise date,
      Optionee's personal representative or the person entitled to succeed to the
      Option) shall have the right, as is determined by the Board, within twelve
      (12)
      months following such termination of employment or the remaining term of this
      Option, whichever is the lesser, to exercise in whole or in part this Option
      to
      the extent, but only to the extent, that this Option was exercisable within
      such
      period as was determined by the Board and had not previously been exercised;
      provided, however: (i) if Optionee has ceased to serve as a Director of the
      Company, the Optionee shall have the right at any time within the period, as
      was
      determined by the Board, of such termination of employment, provided that such
      period shall not be less then three (3) months, or the remaining term of this
      Option, whichever is the lesser, to exercise in whole or in part this Option
      to
      the extent, but only to the extent, that this Option was exercisable at as
      of
      the date of termination of employment and had not previously been exercised;
      or
      (ii) provided, however, if Optionee is removed as a Director pursuant to the
      Nevada corporation law, the foregoing right to exercise shall automatically
      terminate on the date Optionee ceases to be a Director as to all Shares covered
      by this Option not exercised prior to termination. Unless earlier terminated,
      all rights under this Option shall terminate in any event on the expiration
      date
      of this Option as defined in Section 4 hereof.

    


    8.  Death
      of
      Optionee.  If the Optionee shall die while in serving as a
      Director of the Company, Optionee's personal representative or the person
      entitled to Optionee's rights hereunder may at any time within eighteen (18)
      months after the date of Optionee's death, or during the remaining term of
      this
      Option, whichever is the lesser, exercise this Option and purchase Shares to
      the
      extent, but only to the extent, that Optionee could have exercised this Option
      as of within said eighteen (18) month period of the Optionee’s death; provided,
      in any case, that this Option may be so exercised only to the extent that this
      Option has not previously been exercised by Optionee.

    


    9.  No
      Rights as
      Shareholder.  Optionee shall have no rights as a shareholder with
      respect to the Shares covered by any installment of this Option until the
      effective date of issuance of the Shares following exercise of this Option,
      and
      no adjustment will be made for dividends or other rights for which the record
      date is prior to the date such stock certificate or certificates are issued
      except as provided in Section 10 hereof.

    


    10.  Recapitalization.  Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having 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, a Corporate Transaction including a Change of Control
      (collectively, a "Reorganization"), unless otherwise provided
      by the Board or in a Stock Option Agreement issued under the Plan, this Option
      shall terminate immediately prior to such date as is determined by the Board,
      which date shall be no later than the two (2) business days following 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 vesting limitations of Paragraph 5 of this Exhibit such that
      any
      unvested shares would immediately vest upon the occurrence of a Corporate
      Transaction constituting a Change of Control; 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. Upon
      the
      event of a Corporate Transaction constituting a Change of Control, the Company
      shall provide notice to the Optionee, not less then seven (7) days prior to
      the
      completion date of such a Change of Control event, stating the amount of options
      and exercise price per share for the options that may be exercised by such
      Optionee; such that any unvested shares would immediately vest upon the
      occurrence of a Corporate Transaction constituting a Change of Control; provided
      that, if the Corporate Transaction constituting a Change of Control fails to
      transpire, any election by the Optionee to exercise his or her options in
      connection with a Corporate Transaction constituting a Change of Control shall
      be deemed to be withdrawn.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    Subject
      to any required action by the
      shareholders of the Company, if the Company shall be the surviving entity in
      any
      merger or consolidation, this Option thereafter shall pertain to and apply
      to
      the securities to which a holder of Shares equal to the Shares subject to this
      Option would have been entitled by reason of such merger or consolidation,
      and
      the installment provisions of Section 5 shall continue to apply.

    


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

    


    To
      the extent that the foregoing
      adjustments relate to shares 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 hereinbefore expressly provided, 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 and
      price
      of Shares subject to this Option shall not be affected by, and no adjustments
      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 this Option shall not
      affect in any way the right or power of the Company to make 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.

    


    11.  Taxation
      upon
      Exercise of Option.  Optionee understands that, upon exercise of
      this Option, Optionee will recognize income, for Federal and state income tax
      purposes, in an amount equal to the amount by which the fair market value of
      the
      Shares, determined as of the date of exercise, exceeds the Exercise Price.
      The
      acceptance of the Shares by Optionee shall constitute an agreement by Optionee
      to report such income in accordance with then applicable law and to cooperate
      with Company in establishing the amount of such income and corresponding
      deduction to the Company for its income tax purposes. Withholding for federal
      or
      state income and employment tax purposes will be made, if and as required by
      law, from Optionee's then current compensation, or, if such current compensation
      is insufficient to satisfy withholding tax liability, the Company may require
      Optionee to make a cash payment to cover such liability as a condition of the
      exercise of this Option.

    


    12.  Modification,
      Extension and Renewal of Options.  The Board or Committee, as
      described in the Plan, may modify, extend or renew this Option or accept the
      surrender thereof (to the extent not theretofore exercised) and authorize the
      granting of a new option in substitution therefore (to the extent not
      theretofore exercised), subject at all times to the Plan, the Code and the
      Nevada Securities Rules.  Notwithstanding the foregoing provisions of
      this Section 12, no modification shall, without the consent of the Optionee,
      alter to the Optionee's detriment or impair any rights of Optionee
      hereunder.

    


    13.  Investment
      Intent;
      Restrictions on Transfer.

    


    
      	
               

            	
              (a)  Optionee
                represents and agrees that if Optionee exercises this Option in whole
                or
                in part, Optionee will in each case acquire the Shares upon such
                exercise
                for the purpose of investment and not with a view to, or for resale
                in
                connection with, any distribution thereof; and that upon such exercise
                of
                this Option in whole or in part, Optionee (or any person or persons
                entitled to exercise this Option under the provisions of Sections
                7 and 8
                hereof) shall furnish to the Company a written statement to such
                effect,
                satisfactory to the Company in form and substance. If the Shares
                represented by this Option are registered under the Securities Act,
                either
                before or after the exercise of this Option in whole or in part,
                the
                Optionee shall be relieved of the foregoing investment representation
                and
                agreement and shall not be required to furnish the Company with the
                foregoing written statement.

            


    

    


    
      	
               

            	
              (b)  Optionee
                further represents that Optionee has had access to the financial
                statements or books and records of the Company, has had the opportunity
                to
                ask questions of the Company concerning its business, operations
                and
                financial condition, and to obtain additional information reasonably
                necessary to verify the accuracy of such
                information

            


    

    
      	
               

            	
              (c)
                Unless and until the Shares represented by this Option are registered
                under the Securities Act, all certificates representing the Shares
                and any
                certificates subsequently issued in substitution therefor and any
                certificate for any securities issued pursuant to any stock split,
                share
                reclassification, stock dividend or other similar capital event shall
                bear
                legends in substantially the following
                form:

            


    

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	
               

            	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN
                THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    and/or
      such other legend or legends as the Company and its counsel deem necessary
      or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

    


    14.  Stand-off
      Agreement.  Optionee agrees that, in connection with any
      registration of the Company's securities under the Securities Act, and upon
      the
      request of the Company or any underwriter managing an underwritten offering
      of
      the Company's securities, Optionee shall not sell, short any sale of, loan,
      grant an option for, or otherwise dispose of any of the Shares (other than
      Shares included in the offering) without the prior written consent of the
      Company or such managing underwriter, as applicable, for a period of at least
      one year following the effective date of registration of such
      offering.

    


    15.  Restriction
      Upon
      Transfer.  The Shares may not be sold, transferred or otherwise
      disposed of and shall not be pledged or otherwise hypothecated by the Optionee
      except as hereinafter provided.

    


    
      	
               

            	
              (a)  Repurchase
                Right on Termination Other Than by Removal.  For the
                purposes of this Section, a "Repurchase Event" shall mean
                an occurrence of one of (i) termination of Optionee's service as
                a
                director; (ii) death of Optionee; (iii) bankruptcy of Optionee, which
                shall be deemed to have occurred as of the date on which a voluntary
                or
                involuntary petition in bankruptcy is filed with a court of competent
                jurisdiction; (iv) dissolution of the marriage of Optionee, to the
                extent
                that any of the Shares are allocated as the sole and separate property
                of
                Optionee's spouse pursuant thereto (in which case, this Section shall
                only
                apply to the Shares so affected); or (v) any attempted transfer by
                the
                Optionee of Shares, or any interest therein, in violation of this
                Agreement. Upon the occurrence of a Repurchase Event, and upon mutual
                agreement of the Company and Optionee, the Company may repurchase
                all or
                any portion of the Shares of Optionee at a price equal to the fair
                value
                of the Shares as of the date of the Repurchase
                Event.

            


    

    


    
      	
               

            	
              (b)  Repurchase
                Right on Removal.  In the event Optionee is removed as a
                director pursuant to Nevada Revised Statutes, or Optionee voluntarily
                resigns as a director prior to the date upon which the last installment
                of
                Shares becomes exercisable pursuant to Section 5, then the Company
                shall
                have the right (but not an obligation) to repurchase Shares of Optionee
                at
                a price equal to the Exercise Price. Such right of the Company to
                repurchase Shares shall apply to 100% of the Shares for one (1) year
                from
                the date of this Agreement; and shall thereafter lapse ratably in
                equal
                annual increments on each anniversary of the date of this Agreement
                over
                the term of this Option specified in Section 4. In addition, the
                Company
                shall have the right, in the sole discretion of the Board and without
                obligation, to repurchase upon removal or resignation all or any
                portion
                of the Shares of Optionee, at a price equal to the fair value of
                the
                Shares as of the date of such removal or resignation, which right
                is not
                subject to the foregoing lapsing of rights. In the event the Company
                elects to repurchase the Shares, the stock certificates representing
                the
                same shall forthwith be returned to the Company for
                cancellation.

            


    

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (c)  Exercise
                of Repurchase Right.  Any Repurchase Right under Paragraphs
                15(a) or 15(b) shall be exercised by giving notice of exercise as
                provided
                herein to Optionee or the estate of Optionee, as applicable. Such
                right
                shall be exercised, and the repurchase price thereunder shall be
                paid, by
                the Company within a ninety (90) day period beginning on the date
                of
                notice to the Company of the occurrence of such Repurchase Event
                (except
                in the case of termination or cessation of services as director,
                where
                such option period shall begin upon the occurrence of the Repurchase
                Event). Such repurchase price shall be payable only in the form of
                cash
                (including a check drafted on immediately available funds) or cancellation
                of purchase money indebtedness of the Optionee for the Shares. If
                the
                Company can not purchase all such Shares because it is unable to
                meet the
                financial tests set forth in the Nevada corporation law, the Company
                shall
                have the right to purchase as many Shares as it is permitted to purchase
                under such sections. Any Shares not purchased by the Company hereunder
                shall no longer be subject to the provisions of this Section
                15.

            


    

    


    
      	
               

            	
              (d)  Right
                of First Refusal. In the event Optionee desires to transfer any Shares
                during his or her lifetime, Optionee shall first offer to sell such
                Shares
                to the Company. Optionee shall deliver to the Company written notice
                of
                the intended sale, such notice to specify the number of Shares to
                be sold,
                the proposed purchase price and terms of payment, and grant the Company
                an
                option for a period of thirty days following receipt of such notice
                to
                purchase the offered Shares upon the same terms and conditions. To
                exercise such option, the Company shall give notice of that fact
                to
                Optionee within the thirty (30) day notice period and agree to pay
                the
                purchase price in the manner provided in the notice. If the Company
                does
                not purchase all of the Shares so offered during foregoing option
                period,
                Optionee shall be under no obligation to sell any of the offered
                Shares to
                the Company, but may dispose of such Shares in any lawful manner
                during a
                period of one hundred and eighty (180) days following the end of
                such
                notice period, except that Optionee shall not sell any such Shares
                to any
                other person at a lower price or upon more favorable terms than those
                offered to the Company.

            


    

    


    
      	
               

            	
              (e)  Acceptance
                of Restrictions. Acceptance of the Shares shall constitute the Optionee's
                agreement to such restrictions and the legending of his certificates
                with
                respect thereto. Notwithstanding such restrictions, however, so long
                as
                the Optionee is the holder of the Shares, or any portion thereof,
                he shall
                be entitled to receive all dividends declared on and to vote the
                Shares
                and to all other rights of a shareholder with respect
                thereto.

            


    

    


    
      	
               

            	
              (f)  Permitted
                Transfers. Notwithstanding any provisions in this Section 15 to the
                contrary, the Optionee may transfer Shares subject to this Agreement
                to
                his or her parents, spouse, children, or grandchildren, or a trust
                for the
                benefit of the Optionee or any such transferee(s); provided, that
                such
                permitted transferee(s) shall hold the Shares subject to all the
                provisions of this Agreement (all references to the Optionee herein
                shall
                in such cases refer mutatis mutandis to the permitted transferee,
                except
                in the case of clause (iv) of Section 15(a) wherein the permitted
                transfer
                shall be deemed to be rescinded); and provided further, that
                notwithstanding any other provisions in this Agreement, a permitted
                transferee may not, in turn, make permitted transfers without the
                written
                consent of the Optionee and the
                Company.

            


    

    


    
      	
               

            	
              (g)  Release
                of Restrictions on Shares. All other restrictions under this Section
                15
                shall terminate five (5) years following the date of this Agreement,
                or
                when the Company's securities are publicly traded, whichever occurs
                earlier.

            


    

    


    16.  Notices.  Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, five (5) days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided by Optionee for
      use
      in Company records related to Optionee.

    


    17.  Agreement
      Subject to
      Plan; Applicable Law.  This Option is made pursuant to the Plan
      and shall be interpreted to comply therewith. A copy of such Plan is available
      to Optionee, at no charge, at the principal office of the Company. Any provision
      of this Option inconsistent with the Plan shall be considered void and replaced
      with the applicable provision of the Plan. This Option has been granted,
      executed and delivered in the State of Nevada, and the interpretation and
      enforcement shall be governed by the laws thereof and subject to the exclusive
      jurisdiction of the courts therein.

    


    IN
      WITNESS WHEREOF, the parties hereto
      have executed this Option as of the date first above written.

    


    
      	
              COMPANY:

            	
              INDEX
                OIL AND GAS INC.,

              a
                Nevada corporation

               

               

              By:                                                    

              Name:                                                    

              Title:                                                    

            
	 	 
	
              OPTIONEE:

            	
               

              By:           

              (signature)

              Name:                                                    

            


    

    


    (one
      of the following, as
      appropriate, shall be signed)

    


    
      	
              I
                certify that as of the date hereof I am unmarried

            	 	
              By
                his or her signature, the spouse of Optionee hereby agrees to be
                bound by
                the provisions of the foregoing INCENTIVE STOCK OPTION
                AGREEMENT

               

            
	 	 	 
	
              Optionee

            	 	
              Spouse
                of Optionee

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Appendix
      A

    


    NOTICE
      OF
      EXERCISE

    


    INDEX
      OIL
      AND GAS INC.

    10,000
      Memorial Drive, Suite 440

    Houston,
      Texas 77024

    


    Re:
      Nonstatutory Stock
      Option

    


    Notice
      is hereby given pursuant to
      Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase
      the
      number of shares set forth below at the exercise price set forth in my option
      agreement:

    


    Nonstatutory
      Stock Option Agreement
      dated: ____________

    


    Number
      of shares being purchased:
      ____________

    


    Exercise
      Price:
      $____________

    


    A
      check in the amount of the aggregate
      price of the shares being purchased is attached.

    


    I
      hereby confirm that such shares are
      being acquired by me for my own account for investment purposes, and not with
      a
      view to, or for resale in connection with, any distribution thereof. I will
      not
      sell or dispose of my Shares in violation of the Securities Act of 1933, as
      amended, or any applicable federal or state securities laws. Further, I
      understand that the exemption from taxable income at the time of exercise is
      dependent upon my holding such stock for a period of at least one year from
      the
      date of exercise and two years from the date of grant of the
      Option.

    


    I
      understand that the certificate
      representing the Option Shares will bear a restrictive legend within the
      contemplation of the Securities Act and as required by such other state or
      federal law or regulation applicable to the issuance or delivery of the Option
      Shares.

    


    I
      agree to provide to the Company such
      additional documents or information as may be required pursuant to the Company's
      2006 Incentive Stock Plan.

    


    
      	
               

              By:           

              (signature)

              Name:                                                    

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-3

    


    INDEX
      OIL AND GAS
      INC.

    CONSULTANT
      NONSTATUTORY STOCK OPTION AGREEMENT

    
      


    

    


    This
      Consultant Nonstatutory Stock Option Agreement
("Agreement") is made and entered into as of the date
      set forth below, by and between INDEX OIL AND GAS INC., a Nevada corporation
      (the "Company"), and the following consultant to the Company
      (herein, the "Optionee"):

    


    In
      consideration of the covenants
      herein set forth, the parties hereto agree as follows:

    


    1.  Option
      Information.

    
      	
               

            	
              (a)

            	
              Date
                of Option:

            	 	 


    

    
      	
               

            	
              (b)

            	
              Optionee:

            	 	 


    

    
      	
               

            	
              (c)

            	
              Number
                of Shares:

            	 	 


    

    
      	
               

            	
              (d)

            	
              Exercise
                Price:

            	 	 


    

    


    2.  Acknowledgements.

    
      	
               

            	
              (a)  Optionee
                is an independent consultant to the Company, not an
                employee;

            


    

    
      	
               

            	
              (b)  The
                Board of Directors (the "Board" which term shall include
                an authorized committee of the Board of Directors) and shareholders
                of the
                Company have heretofore adopted a 2006 Incentive Stock Plan (the
                "Plan"), pursuant to which this Option is being granted;
                and

            


    

    


    
      	
               

            	
              (c)  The
                Board has authorized the granting to Optionee of a nonstatutory stock
                option ("Option") to purchase shares of common stock of
                the Company ("Stock") upon the terms and conditions
                hereinafter stated and pursuant to an exemption from registration
                under
                the Securities Act of 1933, as amended (the "Securities
                Act") provided by Section 4(2)
                thereunder.

            


    

    


    3.  Shares;
      Price.  The Company hereby grants to Optionee the right to
      purchase, upon and subject to the terms and conditions herein stated, the number
      of shares of Stock set forth in Section 1(c) above (the
      "Shares") for cash (or other consideration as is authorized
      under the Plan and acceptable to the Board, in their sole and absolute
      discretion) at the price per Share set forth in Section 1(d) above (the
      "Exercise Price"), such price being not less than eighty-five
      85% of the fair market value per share of the Shares covered by this Option
      as
      of the date hereof.

    


    4.  Term
      of
      Option.  This Option shall expire, and all rights hereunder to
      purchase the Shares, shall terminate five (5) years from the date hereof.
      Nothing contained herein shall be construed to interfere in any way with the
      right of the Company to terminate Optionee as a consultant to the Company,
      or to
      increase or decrease the compensation paid to Optionee from the rate in effect
      as of the date hereof.

    


    5.  Vesting
      of
      Option.  Subject to the provisions of Sections 7 and 8 hereof,
      this Option shall become exercisable during the period that Optionee serves
      as a
      consultant of the Company in equal annual installments, each installment
      covering a fraction of the Shares, the numerator of which is one (1) and the
      denominator of which is the number of years in the term of this Option (not
      to
      exceed 5). The first installment shall become exercisable on the first
      anniversary of the date of this Option, and an additional installment shall
      become exercisable on each successive anniversary date during the term of this
      Option, except the last such anniversary date. The final installment shall
      become exercisable ninety days prior to the expiration of the term of this
      Option. The installments shall be cumulative (i.e., this option may be
      exercised, as to any or all shares covered by an installment, at any time or
      times after an installment becomes exercisable and until expiration or
      termination of this option).

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    6.  Exercise.  This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix A, (b) a check or cash in the amount of the Exercise
      Price of the Shares covered by the notice (or such other consideration as has
      been approved by the Board of Directors consistent with the Plan) and (c) a
      written investment representation as provided for in Section 13 hereof. This
      Option shall not be assignable or transferable, except by will or by the laws
      of
      descent and distribution, and shall be exercisable only by Optionee during
      his
      or her lifetime.

    


    7.  Termination
      of
      Service.  If Optionee's service as a consultant to the Company
      terminates for any reason, no further installments shall vest pursuant to
      Section 5, and Optionee shall have the right at any time within thirty (30)
      days
      following such termination of services or the remaining term of this Option,
      whichever is the lesser, to exercise in whole or in part this Option to the
      extent, but only to the extent, that this Option was exercisable as of the
      date
      Optionee ceased to be a consultant to the Company; provided, however, if
      Optionee is terminated for reasons that would justify a termination of
      employment "for cause" as contemplated by Title 53 of the Nevada
      Revised Statutes and case law related thereto, the foregoing right to exercise
      shall automatically terminate on the date Optionee ceases to be a consultant
      to
      the Company as to all Shares covered by this Option not exercised prior to
      termination. Unless earlier terminated, all rights under this Option shall
      terminate in any event on the expiration date of this Option as defined in
      Section 4 hereof.

    


    8.  Death
      of
      Optionee.  If the Optionee shall die while serving as a consultant
      to the Company, Optionee's personal representative or the person entitled to
      Optionee's rights hereunder may at any time within ninety (90) days after the
      date of Optionee's death, or during the remaining term of this Option, whichever
      is the lesser, exercise this Option and purchase Shares to the extent, but
      only
      to the extent, that Optionee could have exercised this Option as of the date
      of
      Optionee's death; provided, in any case, that this Option may be so exercised
      only to the extent that this Option has not previously been exercised by
      Optionee.

    


    9.  No
      Rights as
      Shareholder.  Optionee shall have no rights as a shareholder with
      respect to the Shares covered by any installment of this Option until the
      effective date of the issuance of shares following exercise of this to Option,
      and no adjustment will be made for dividends or other rights for which the
      record date is prior to the date such stock certificate or certificates are
      issued except as provided in Section 10 hereof.

    


    10.  Recapitalization.  Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having 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"), this Option shall terminate immediately
      prior to the consummation of such proposed action, unless otherwise provided
      by
      the Board; provided, however, if Optionee shall be a consultant at the time
      such
      Reorganization is approved by the stockholders, Optionee shall have the right
      to
      exercise this Option as to all or any part of the Shares, without regard to
      the
      installment provisions of Section 5, for a period beginning 30 days prior to
      the
      consummation of such Reorganization and ending as of the Reorganization or
      the
      expiration of this Option, whichever is earlier, subject to the consummation
      of
      the Reorganization. In any event, the Company shall notify Optionee, at least
      30
      days prior to the consummation of such Reorganization, of his exercise rights,
      if any, and that the Option shall terminate upon the consummation of the
      Reorganization.

    


    Subject
      to any required action by the
      shareholders of the Company, if the Company shall be the surviving entity in
      any
      merger or consolidation, this Option thereafter shall pertain to and apply
      to
      the securities to which a holder of Shares equal to the Shares subject to this
      Option would have been entitled by reason of such merger or consolidation,
      and
      the installment provisions of Section 5 shall continue to apply.

    


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

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    To
      the extent that the foregoing
      adjustments relate to shares 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 hereinbefore expressly provided, 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 and
      price
      of Shares subject to this Option shall not be affected by, and no adjustments
      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 this Option shall not
      affect in any way the right or power of the Company to make 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.

    


    11.  Taxation
      upon
      Exercise of Option.  Optionee understands that, upon exercise of
      this Option, Optionee will recognize income, for Federal and state income tax
      purposes, in an amount equal to the amount by which the fair market value of
      the
      Shares, determined as of the date of exercise, exceeds the Exercise Price.
      The
      acceptance of the Shares by Optionee shall constitute an agreement by Optionee
      to report such income in accordance with then applicable law and to cooperate
      with Company in establishing the amount of such income and corresponding
      deduction to the Company for its income tax purposes. Withholding for federal
      or
      state income and employment tax purposes will be made, if and as required by
      law, from Optionee's then current compensation, or, if such current compensation
      is insufficient to satisfy withholding tax liability, the Company may require
      Optionee to make a cash payment to cover such liability as a condition of the
      exercise of this Option.

    


    12.  Modification,
      Extension and Renewal of Options.  The Board or Committee, as
      described in the Plan, may modify, extend or renew this Option or accept the
      surrender thereof (to the extent not theretofore exercised) and authorize the
      granting of a new option in substitution therefore (to the extent not
      theretofore exercised), subject at all times to the Plan, the Code.
      Notwithstanding the foregoing provisions of this Section 12, no modification
      shall, without the consent of the Optionee, alter to the Optionee's detriment
      or
      impair any rights of Optionee hereunder.

    


    13.  Investment
      Intent;
      Restrictions on Transfer.

    
      	
               

            	
              (a)  Optionee
                represents and agrees that if Optionee exercises this Option in whole
                or
                in part, Optionee will in each case acquire the Shares upon such
                exercise
                for the purpose of investment and not with a view to, or for resale
                in
                connection with, any distribution thereof; and that upon such exercise
                of
                this Option in whole or in part, Optionee (or any person or persons
                entitled to exercise this Option under the provisions of Sections
                7 and 8
                hereof) shall furnish to the Company a written statement to such
                effect,
                satisfactory to the Company in form and substance. If the Shares
                represented by this Option are registered under the Securities Act,
                either
                before or after the exercise of this Option in whole or in part,
                the
                Optionee shall be relieved of the foregoing investment representation
                and
                agreement and shall not be required to furnish the Company with the
                foregoing written statement.

            


    

    


    
      	
               

            	
              (b)  Optionee
                further represents that Optionee has had access to the financial
                statements or books and records of the Company, has had the opportunity
                to
                ask questions of the Company concerning its business, operations
                and
                financial condition, and to obtain additional information reasonably
                necessary to verify the accuracy of such
                information.

            


    

    


    
      	
               

            	
              (c)  Unless
                and until the Shares represented by this Option are registered under
                the
                Securities Act, all certificates representing the Shares and any
                certificates subsequently issued in substitution therefor and any
                certificate for any securities issued pursuant to any stock split,
                share
                reclassification, stock dividend or other similar capital event shall
                bear
                legends in substantially the following
                form:

            


    

    


    
      	
               

            	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________ BETWEEN
                THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    and/or
      such other legend or legends as the Company and its counsel deem necessary
      or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

    


    14.  Stand-off
      Agreement.  Optionee agrees that, in connection with any
      registration of the Company's securities under the Securities Act, and upon
      the
      request of the Company or any underwriter managing an underwritten offering
      of
      the Company's securities, Optionee shall not sell, short any sale of, loan,
      grant an option for, or otherwise dispose of any of the Shares (other than
      Shares included in the offering) without the prior written consent of the
      Company or such managing underwriter, as applicable, for a period of up to
      one
      year following the effective date of registration of such offering.

    


    15.  Restriction
      Upon
      Transfer.  The Shares may not be sold, transferred or otherwise
      disposed of and shall not be pledged or otherwise hypothecated by the Optionee
      except as hereinafter provided.

    
      	
               

            	
              (a)  Repurchase
                Right on Termination Other Than for Cause.  For the purposes
                of this Section, a "Repurchase Event" shall mean an
                occurrence of one of (i) termination of Optionee's service as a
                consultant, voluntary or involuntary and with or without cause; (ii)
                retirement or death of Optionee; (iii) bankruptcy of Optionee, which
                shall
                be deemed to have occurred as of the date on which a voluntary or
                involuntary petition in bankruptcy is filed with a court of competent
                jurisdiction; (iv) dissolution of the marriage of Optionee, to the
                extent
                that any of the Shares are allocated as the sole and separate property
                of
                Optionee's spouse pursuant thereto (in which case, this Section shall
                only
                apply to the Shares so affected); or (v) any attempted transfer by
                the
                Optionee of Shares, or any interest therein, in violation of this
                Agreement. Upon the occurrence of a Repurchase Event, the Company
                shall
                have the right (but not an obligation) to repurchase all or any portion
                of
                the Shares of Optionee at a price equal to the fair value of the
                Shares as
                of the date of the Repurchase
                Event.

            


    

    


    
      	
               

            	
              (b)  Repurchase
                Right on Termination for Cause.  In the event Optionee's
                service as a consultant is terminated by the Company "for cause"
                (as
                contemplated by Section 7), then the Company shall have the right
                (but not
                an obligation) to repurchase Shares of Optionee at a price equal
                to the
                Exercise Price. Such right of the Company to repurchase Shares shall
                apply
                to 100% of the Shares for one (1) year from the date of this Agreement;
                and shall thereafter lapse ratably in equal annual increments on
                each
                anniversary of the date of this Agreement over the term of this Option
                specified in Section 4. In addition, the Company shall have the right,
                in
                the sole discretion of the Board and without obligation, to repurchase
                upon any such termination of service for cause all or any portion
                of the
                Shares of Optionee, at a price equal to the fair value of the Shares
                as of
                the date of termination, which right is not subject to the foregoing
                lapsing of rights. In the event the Company elects to repurchase
                the
                Shares, the stock certificates representing the same shall forthwith
                be
                returned to the Company for
                cancellation.

            


    

    


    
      	
               

            	
              (c)  Exercise
                of Repurchase Right.  Any repurchase right under Paragraphs
                15(a) or 15(b) shall be exercised by giving notice of exercise as
                provided
                herein to Optionee or the estate of Optionee, as applicable. Such
                right
                shall be exercised, and the repurchase price thereunder shall be
                paid, by
                the Company within a ninety (90) day period beginning on the date
                of
                notice to the Company of the occurrence of such Repurchase Event
                (except
                in the case of termination of employment or retirement, where such
                option
                period shall begin upon the occurrence of the Repurchase Event).
                Such
                repurchase price shall be payable only in the form of cash (including
                a
                check drafted on immediately available funds) or cancellation of purchase
                money indebtedness of the Optionee for the Shares. If the Company
                can not
                purchase all such Shares because it is unable to meet the financial
                tests
                set forth in the Nevada and/or Nevada corporation law, the Company
                shall
                have the right to purchase as many Shares as it is permitted to purchase
                under such sections. Any Shares not purchased by the Company hereunder
                shall no longer be subject to the provisions of this Section
                15.

            


    

    


    
      	
               

            	
              (d)  Right
                of First Refusal.  In the event Optionee desires to transfer
                any Shares during his or her lifetime, Optionee shall first offer
                to sell
                such Shares to the Company. Optionee shall deliver to the Company
                written
                notice of the intended sale, such notice to specify the number of
                Shares
                to be sold, the proposed purchase price and terms of payment, and
                grant
                the Company an option for a period of thirty days following receipt
                of
                such notice to purchase the offered Shares upon the same terms and
                conditions. To exercise such option, the Company shall give notice
                of that
                fact to Optionee within the thirty (30) day notice period and agree
                to pay
                the purchase price in the manner provided in the notice. If the Company
                does not purchase all of the Shares so offered during foregoing option
                period, Optionee shall be under no obligation to sell any of the
                offered
                Shares to the Company, but may dispose of such Shares in any lawful
                manner
                during a period of one hundred and eighty (180) days following the
                end of
                such notice period, except that Optionee shall not sell any such
                Shares to
                any other person at a lower price or upon more favorable terms than
                those
                offered to the Company.

            


    

    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (e)  Acceptance
                of Restrictions.  Acceptance of the Shares shall constitute
                the Optionee's agreement to such restrictions and the legending of
                his
                certificates with respect thereto. Notwithstanding such restrictions,
                however, so long as the Optionee is the holder of the Shares, or
                any
                portion thereof, he shall be entitled to receive all dividends declared
                on
                and to vote the Shares and to all other rights of a shareholder with
                respect thereto.

            


    

    


    
      	
               

            	
              (f)  Permitted
                Transfers.  Notwithstanding any provisions in this Section
                15 to the contrary, the Optionee may transfer Shares subject to this
                Agreement to his or her parents, spouse, children, or grandchildren,
                or a
                trust for the benefit of the Optionee or any such transferee(s);
                provided,
                that such permitted transferee(s) shall hold the Shares subject to
                all the
                provisions of this Agreement (all references to the Optionee herein
                shall
                in such cases refer mutatis mutandis to the permitted transferee,
                except
                in the case of clause (iv) of Section 15(a) wherein the permitted
                transfer
                shall be deemed to be rescinded); and provided further, that
                notwithstanding any other provisions in this Agreement, a permitted
                transferee may not, in turn, make permitted transfers without the
                written
                consent of the Optionee and the
                Company.

            


    

    


    
      	
               

            	
              (g)  Release
                of Restrictions on Shares.  All rights and restrictions
                under this Section 15 shall terminate five (5) years following the
                date of
                this Agreement, or when the Company's securities are publicly traded,
                whichever occurs earlier.

            


    

    


    16.  Notices.  Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, five (5) days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided by Optionee for
      use
      in Company records related to Optionee.

    


    17.  Agreement
      Subject to
      Plan; Applicable Law.  This Option is made pursuant to the Plan
      and shall be interpreted to comply therewith. A copy of such Plan is available
      to Optionee, at no charge, at the principal office of the Company. Any provision
      of this Option inconsistent with the Plan shall be considered void and replaced
      with the applicable provision of the Plan. This Option has been granted,
      executed and delivered in the State of Nevada, and the interpretation and
      enforcement shall be governed by the laws thereof and subject to the exclusive
      jurisdiction of the courts therein.

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    [SIGNATURE
      PAGE FOLLOWS.]

    


    In
      Witness Whereof,
      the parties hereto have executed this Option as of the date first above
      written.

    


    


    
      	
              COMPANY:

            	
              INDEX
                OIL AND GAS INC.,

              a
                Nevada corporation

               

               

              By:                                                    

              Name:                                                    

              Title:                                                    

            
	 	 
	
              OPTIONEE:

            	
               

              By:           

              (signature)

              Name:                                                    

            


    

    


    (one
      of the following, as
      appropriate, shall be signed)

    


    
      	
              I
                certify that as of the date hereof I am unmarried

            	 	
              By
                his or her signature, the spouse of Optionee hereby agrees to be
                bound by
                the provisions of the foregoing INCENTIVE STOCK OPTION
                AGREEMENT

               

            
	 	 	 
	
              Optionee

            	 	
              Spouse
                of Optionee

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Appendix
      A

    


    NOTICE
      OF
      EXERCISE

    


    INDEX
      OIL
      AND GAS INC.

    10,000
      Memorial Drive, Suite 440

    Houston,
      Texas 77024

    


    Re:  Nonstatutory
      Stock
      Option

    


    Notice
      is hereby given pursuant to
      Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase
      the
      number of shares set forth below at the exercise price set forth in my option
      agreement:

    


    Nonstatutory
      Stock Option Agreement
      dated: ____________

    


    Number
      of shares being purchased:
      ____________

    


    Exercise
      Price:
      $____________

    


    A
      check in the amount of the aggregate
      price of the shares being purchased is attached.

    


    I
      hereby confirm that such shares are
      being acquired by me for my own account for investment purposes, and not with
      a
      view to, or for resale in connection with, any distribution thereof. I will
      not
      sell or dispose of my Shares in violation of the Securities Act of 1933, as
      amended, or any applicable federal or state securities laws. Further, I
      understand that the exemption from taxable income at the time of exercise is
      dependent upon my holding such stock for a period of at least one year from
      the
      date of exercise and two years from the date of grant of the
      Option.

    


    I
      understand that the certificate
      representing the Option Shares will bear a restrictive legend within the
      contemplation of the Securities Act and as required by such other state or
      federal law or regulation applicable to the issuance or delivery of the Option
      Shares.

    


    I
      agree to provide to the Company such
      additional documents or information as may be required pursuant to the Company's
      2006 Incentive Stock Plan.

    


    
      	
               

              By:           

              (signature)

              Name:                                                    

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    INDEX
      OIL AND GAS INC.

    STOCK
      AWARD AGREEMENT

    
      


    

    


    This
      Stock Award Agreement ("Agreement") is made and
      entered into as of the date set forth below, by and between INDEX OIL AND GAS
      INC., a Nevada corporation (the "Company"), and the employee,
      director or consultant of the Company named in Section 1(b).
      ("Grantee"):

    


    In
      consideration of the covenants
      herein set forth, the parties hereto agree as follows:

    


    1.  Stock
      Award
      Information.

    
      	
               

            	
              (a)

            	
              Date
                of Award:

            	 	 


    

    
      	
               

            	
              (b)

            	
              Grantee:

            	 	 


    

    
      	
               

            	
              (c)

            	
              Number
                of Shares:

            	 	 


    

    
      	
               

            	
              (d)

            	
              Original
                Value:

            	 	 


    

    


    2.  Acknowledgements.

    
      	
              (a)  

            	
              Grantee
                is a [employee/director/consultant] of the
                Company.

            


    

    


    
      	
               

            	
              (b)  The
                Company has adopted a 2006 Incentive Stock Plan (the
                "Plan") under which the Company's common stock
                ("Stock") may be offered to directors, officers,
                employees and consultants pursuant to an exemption from registration
                under
                the Securities Act of 1933, as amended (the "Securities
                Act") provided by Section 4(2)
                thereunder.

            


    

    


    3.  Shares;
      Value.  The Company hereby grants to Grantee, upon and subject to
      the terms and conditions herein stated, the number of shares of Stock set forth
      in Section 1(c) (the "Shares"), which Shares have a fair value
      per share ("Original Value") equal to the amount set forth in
      Section 1(d). For the purpose of this Agreement, the terms
      "Share" or "Shares" shall include the original
      Shares plus any shares derived therefrom, regardless of the fact that the
      number, attributes or par value of such Shares may have been altered by reason
      of any recapitalization, subdivision, consolidation, stock dividend or amendment
      of the corporate charter of the Company. The number of Shares covered by this
      Agreement and the Original Value thereof shall be proportionately adjusted
      for
      any increase or decrease in the number of issued shares resulting from a
      recapitalization, subdivision or consolidation of shares or the payment of
      a
      stock dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company.

    


    4.  Investment
      Intent.  Grantee represents and agrees that Grantee is accepting
      the Shares for the purpose of investment and not with a view to, or for resale
      in connection with, any distribution thereof; and that, if requested, Grantee
      shall furnish to the Company a written statement to such effect, satisfactory
      to
      the Company in form and substance. If the Shares are registered under the
      Securities Act, Grantee shall be relieved of the foregoing investment
      representation and agreement and shall not be required to furnish the Company
      with the foregoing written statement.

     

    5.  Restriction
      Upon
      Transfer.  The Shares may not be sold, transferred or otherwise
      disposed of and shall not be pledged or otherwise hypothecated by the Grantee
      except as hereinafter provided.

     

    
      	
               

            	
              (a)  Repurchase
                Right on Termination Other Than for Cause.  For the purposes
                of this Section, a "Repurchase Event" shall mean an
                occurrence of one of (i) termination of Grantee's employment [or
                service as a director/consultant] by the Company, voluntary or
                involuntary and with or without cause; (ii) retirement or death of
                Grantee; (iii) bankruptcy of Grantee, which shall be deemed to have
                occurred as of the date on which a voluntary or involuntary petition
                in
                bankruptcy is filed with a court of competent jurisdiction; (iv)
                dissolution of the marriage of Grantee, to the extent that any of
                the
                Shares are allocated as the sole and separate property of Grantee's
                spouse
                pursuant thereto (in which case, this Section shall only apply to
                the
                Shares so affected); or (v) any attempted transfer by the Grantee
                of
                Shares, or any interest therein, in violation of this Agreement.
                Upon the
                occurrence of a Repurchase Event, the Company shall have the right
                (but
                not an obligation) to purchase all or any portion of the Shares
                of
                Grantee, at a price equal to the fair value of the Shares as of the
                date
                of the Repurchase Event.

            


    

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (b)  Repurchase
                Right on Termination for Cause. In the event Grantee's employment
                [or service as a director/consultant] is terminated by the
                Company "for cause" (as defined below), then the Company shall
                have the right (but not an obligation) to purchase Shares of Grantee
                at a
                price equal to the Original Value. Such right of the Company to purchase
                Shares shall apply to 100% of the Shares for one (1) year from the
                date of
                this Agreement; and shall thereafter lapse at the rate of twenty
                percent
                (20%) of the Shares on each anniversary of the date of this Agreement.
                In
                addition, the Company shall have the right, in the sole discretion
                of the
                Board and without obligation, to repurchase upon termination for
                cause all
                or any portion of the Shares of Grantee, at a price equal to the
                fair
                value of the Shares as of the date of termination, which right is
                not
                subject to the foregoing lapsing of rights. Termination of employment
                [or service as a director/consultant] "for cause" means
                (i) as to employees or consultants, termination for cause as contemplated
                by Title 53 of the Nevada Revised Statutes and case law related thereto,
                or as defined in the Plan, this Agreement or in any employment [or
                consulting] agreement between the Company and Grantee, or (ii) as to
                directors, removal pursuant to the Nevada corporation law. In the
                event
                the Company elects to purchase the Shares, the stock certificates
                representing the same shall forthwith be returned to the Company
                for
                cancellation.

            


    

    


    
      	
               

            	
              (c)  Exercise
                of Repurchase Right.  Any Repurchase Right under Paragraphs
                4(a) or 4(b) shall be exercised by giving notice of exercise as provided
                herein to Grantee or the estate of Grantee, as applicable. Such right
                shall be exercised, and the repurchase price thereunder shall be
                paid, by
                the Company within a ninety (90) day period beginning on the date
                of
                notice to the Company of the occurrence of such Repurchase Event
                (except
                in the case of termination or cessation of services as director,
                where
                such option period shall begin upon the occurrence of the Repurchase
                Event). Such repurchase price shall be payable only in the form of
                cash
                (including a check drafted on immediately available funds) or cancellation
                of purchase money indebtedness of the Grantee for the Shares. If
                the
                Company can not purchase all such Shares because it is unable to
                meet the
                financial tests set forth in the Nevada corporation law, the Company
                shall
                have the right to purchase as many Shares as it is permitted to purchase
                under such sections. Any Shares not purchased by the Company hereunder
                shall no longer be subject to the provisions of this Section
                5.

            


    

    


    
      	
               

            	
              (d)  Right
                of First Refusal.  In the event Grantee desires to transfer
                any Shares during his or her lifetime, Grantee shall first offer
                to sell
                such Shares to the Company. Grantee shall deliver to the Company
                written
                notice of the intended sale, such notice to specify the number of
                Shares
                to be sold, the proposed purchase price and terms of payment, and
                grant
                the Company an option for a period of thirty days following receipt
                of
                such notice to purchase the offered Shares upon the same terms and
                conditions. To exercise such option, the Company shall give notice
                of that
                fact to Grantee within the thirty (30) day notice period and agree
                to pay
                the purchase price in the manner provided in the notice. If the Company
                does not purchase all of the Shares so offered during foregoing option
                period, Grantee shall be under no obligation to sell any of the offered
                Shares to the Company, but may dispose of such Shares in any lawful
                manner
                during a period of one hundred and eighty (180) days following the
                end of
                such notice period, except that Grantee shall not sell any such Shares
                to
                any other person at a lower price or upon more favorable terms than
                those
                offered to the Company.

            


    

    


    
      	
               

            	
              (e)  Acceptance
                of Restrictions.  Acceptance of the Shares shall constitute
                the Grantee's agreement to such restrictions and the legending of
                his
                certificates with respect thereto. Notwithstanding such restrictions,
                however, so long as the Grantee is the holder of the Shares, or any
                portion thereof, he shall be entitled to receive all dividends declared
                on
                and to vote the Shares and to all other rights of a shareholder with
                respect thereto.

            


    

    


    
      	
               

            	
              (f)  Permitted
                Transfers.  Notwithstanding any provisions in this Section 5
                to the contrary, the Grantee may transfer Shares subject to this
                Agreement
                to his or her parents, spouse, children, or grandchildren, or a trust
                for
                the benefit of the Grantee or any such transferee(s); provided, that
                such
                permitted transferee(s) shall hold the Shares subject to all the
                provisions of this Agreement (all references to the Grantee herein
                shall
                in such cases refer mutatis mutandis to the permitted transferee,
                except
                in the case of clause (iv) of Section 5(a) wherein the permitted
                transfer
                shall be deemed to be rescinded); and provided further, that
                notwithstanding any other provisions in this Agreement, a permitted
                transferee may not, in turn, make permitted transfers without the
                written
                consent of the Grantee and the
                Company.

            


    

    


    
      	
               

            	
              (g)  Release
                of Restrictions on Shares.  All rights and restrictions
                under this Section 5 shall terminate five (5) years following the
                date of
                this Agreement, or when the Company's securities are publicly traded,
                whichever occurs earlier.

            


    

    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    6.  Representations
      and
      Warranties of the Grantee.  This Agreement and the issuance and
      grant of the Shares hereunder is made by the Company in reliance upon the
      express representations and warranties of the Grantee, which by acceptance
      hereof the Grantee confirms that:

    


    
      	
               

            	
              (a)  The
                Shares granted to him pursuant to this Agreement are being acquired
                by him
                for his own account, for investment purposes, and not with a view
                to, or
                for sale in connection with, any distribution of the Shares. It is
                understood that the Shares have not been registered under the Act
                by
                reason of a specific exemption from the registration provisions of
                the Act
                which depends, among other things, upon the bona fide nature of his
                representations as expressed
                herein;

            


    

    


    
      	
               

            	
              (b)  The
                Shares must be held by him indefinitely unless they are subsequently
                registered under the Act and any applicable state securities laws,
                or an
                exemption from such registration is available. The Company is under
                no
                obligation to register the Shares or to make available any such exemption;
                and

            


    

    


    
      	
               

            	
              (c)  Grantee
                further represents that Grantee has had access to the financial statements
                or books and records of the Company, has had the opportunity to ask
                questions of the Company concerning its business, operations and
                financial
                condition and to obtain additional information reasonably necessary
                to
                verify the accuracy of such
                information,

            


    

    


    
      	
               

            	
              (d)  Unless
                and until the Shares represented by this Grant are registered under
                the
                Securities Act, all certificates representing the Shares and any
                certificates subsequently issued in substitution therefor and any
                certificate for any securities issued pursuant to any stock split,
                share
                reclassification, stock dividend or other similar capital event shall
                bear
                legends in substantially the following
                form:

            


    

    


    
      	
               

            	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	
               

            	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN STOCK AWARD AGREEMENT DATED ____________ BETWEEN THE COMPANY
                AND
                THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE
                SUBJECT
                TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    
      	
               

            	
              and/or
                such other legend or legends as the Company and its counsel deem
                necessary
                or appropriate. Appropriate stop transfer instructions with respect
                to the
                Shares have been placed with the Company's transfer
                agent.

            


    

    


    
      	
               

            	
              (e)  Grantee
                understands that he or she will recognize income, for Federal and
                state
                income tax purposes, in an amount equal to the amount by which the
                fair
                market value of the Shares, as of the date of grant, exceeds the
                price
                paid by Grantee, if any. The acceptance of the Shares by Grantee
                shall
                constitute an agreement by Grantee to report such income in accordance
                with then applicable law. Withholding for federal or state income
                and
                employment tax purposes will be made, if and as required by law,
                from
                Grantee's then current compensation, or, if such current compensation
                is
                insufficient to satisfy withholding tax liability, the Company may
                require
                Grantee to make a cash payment to cover such
                liability.

            


    

    


    7.  Stand-off
      Agreement.  Grantee agrees that, in connection with any
      registration of the Company's securities under the Securities Act, and upon
      the
      request of the Company or any underwriter managing an underwritten offering
      of
      the Company's securities, Grantee shall not sell, short any sale of, loan,
      grant
      an option for, or otherwise dispose of any of the Shares (other than Shares
      included in the offering) without the prior written consent of the Company
      or
      such managing underwriter, as applicable, for a period of at least one year
      following the effective date of registration of such offering. This Section
      8
      shall survive any termination of this Agreement.

    


    8.  Termination
      of
      Agreement.  This Agreement shall terminate on the occurrence of
      any one of the following events: (a) written agreement of all parties to that
      effect; (b) 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 of the Company; (c) the closing of any public
      offering of common stock of the Company pursuant to an effective registration
      statement under the Securities Act; or (d) dissolution, bankruptcy, or
      insolvency of the Company.

    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    9.  Agreement
      Subject to
      Plan; Applicable Law.  This Grant is made pursuant to the Plan and
      shall be interpreted to comply therewith. A copy of such Plan is available
      to
      Grantee, at no charge, at the principal office of the Company. Any provision
      of
      this Agreement inconsistent with the Plan shall be considered void and replaced
      with the applicable provision of the Plan. This Grant shall be governed by
      the
      laws of the State of Nevada and subject to the exclusive jurisdiction of the
      courts therein.

    


    10.  Miscellaneous.

    
      	
               

            	
              (a)  Notices.  Any
                notice required to be given pursuant to this Agreement or the Plan
                shall
                be in writing and shall be deemed to have been duly delivered upon
                receipt
                or, in the case of notices by the Company, five (5) days after deposit
                in
                the U.S. mail, postage prepaid, addressed to Grantee at the last
                address
                provided by Grantee for use in the Company's
                records.

            


    

    


    
      	
               

            	
              (b)  Entire
                Agreement.  This instrument constitutes the sole agreement
                of the parties hereto with respect to the Shares. Any prior agreements,
                promises or representations concerning the Shares not included or
                reference herein shall be of no force or effect. This Agreement shall
                be
                binding on, and shall inure to the benefit of, the Parties hereto
                and
                their respective transferees, heirs, legal representatives, successors,
                and assigns.

            


    

    


    
      	
               

            	
              (c)  Enforcement.  This
                Agreement shall be construed in accordance with, and governed by,
                the laws
                of the State of Nevada and subject to the exclusive jurisdiction
                of the
                courts located in St. Johns County, State of Nevada.  If Grantee
                attempts to transfer any of the Shares subject to this Agreement, or any
                interest in them in violation of the terms of this Agreement, the
                Company
                may apply to any court for an injunctive order prohibiting such proposed
                transaction, and the Company may institute and maintain proceedings
                against Grantee to compel specific performance of this Agreement
                without
                the necessity of proving the existence or extent of any damages to
                the
                Company. Any such attempted transaction shares in violation of this
                Agreement shall be null and void.

            


    

    


    
      	
               

            	
              (d)  Validity
                of Agreement.  The provisions of this Agreement may be
                waived, altered, amended, or repealed, in whole or in part, only
                on the
                written consent of all parties hereto. It is intended that each Section
                of
                this Agreement shall be viewed as separate and divisible, and in
                the event
                that any Section shall be held to be invalid, the remaining Sections
                shall
                continue to be in full force and
                effect.

            


    

    


    In
      Witness Whereof,
      the parties have executed this Agreement as of the date first above
      written.

    


    


    
      	
              COMPANY:

            	
              INDEX
                OIL AND GAS INC.,

              a
                Nevada corporation

               

               

              By:                                                    

              Name:                                                    

              Title:                                                    

            
	 	 
	
              GRANTEE:

            	
               

              By:           

              (signature)

              Name:                                                    

            


    

    


    (one
      of the following, as
      appropriate, shall be signed)

    


    
      	
              I
                certify that as of the date hereof I am unmarried

            	 	
              By
                his or her signature, the spouse of Grantee hereby agrees to be bound
                by
                the provisions of the foregoing STOCK AWARD AGREEMENT

               

            
	 	 	 
	
              Grantee

            	 	
              Spouse
                of Grantee

            


    

    


     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

    


    INDEX
      OIL AND GAS INC.

    RESTRICTED
      STOCK PURCHASE AGREEMENT

    
      


    

    


    This
      Restricted Stock Purchase
      Agreement ("Agreement") is made and entered into as of
      the date set forth below, by and between INDEX OIL AND GAS INC., a Nevada
      corporation (the "Company"), and the employee, director or
      consultant of the Company named in Section 1(b).
      ("Grantee"):

    


    In
      consideration of the covenants
      herein set forth, the parties hereto agree as follows:

    


    1.  Stock
      Purchase
      Information.

    
      	
               

            	
              (a)

            	
              Date
                of Agreement:

            	 	 


    

    
      	
               

            	
              (b)

            	
              Grantee:

            	 	 


    

    
      	
               

            	
              (c)

            	
              Number
                of Shares:

            	 	 


    

    
      	
               

            	
              (d)

            	
              Purchase
                Price:

            	 	 


    

    


    2.  Acknowledgements.

    
      	
               

            	
              (a)  Grantee
                is a [employee/director/consultant] of the
                Company.

            


    

    


    
      	
               

            	
              (b)  The
                Company has adopted a 2006 Incentive Stock Plan (the
                "Plan") under which the Company's common stock
                ("Stock") may be offered to officers, employees,
                directors and consultants pursuant to an exemption from registration
                under
                the Securities Act of 1933, as amended (the "Securities
                Act") provided by Section 4(2)
                thereunder.

            


    

    


    
      	
               

            	
              (c)  The
                Grantee desires to purchase shares of the Company's common stock
                on the
                terms and conditions set forth
                herein.

            


    

    


    3.  Purchase
      of
      Shares. The Company hereby agrees to sell and Grantee hereby agrees to
      purchase, upon and subject to the terms and conditions herein stated, the number
      of shares of Stock set forth in Section 1(c) (the "Shares"), at
      the price per Share set forth in Section 1(d) (the "Price").
      For the purpose of this Agreement, the terms "Share" or
      "Shares" shall include the original Shares plus any shares
      derived therefrom, regardless of the fact that the number, attributes or par
      value of such Shares may have been altered by reason of any recapitalization,
      subdivision, consolidation, stock dividend or amendment of the corporate charter
      of the Company.  The number of Shares covered by this Agreement shall
      be proportionately adjusted for any increase or decrease in the number of issued
      shares resulting from a recapitalization, subdivision or consolidation of shares
      or the payment of a stock dividend, or any other increase or decrease in the
      number of such shares effected without receipt of consideration by the
      Company.

    


    4.  Investment
      Intent.
      Grantee represents and agrees that Grantee is accepting the Shares for the
      purpose of investment and not with a view to, or for resale in connection with,
      any distribution thereof; and that, if requested, Grantee shall furnish to
      the
      Company a written statement to such effect, satisfactory to the Company in
      form
      and substance. If the Shares are registered under the Securities Act, Grantee
      shall be relieved of the foregoing investment representation and agreement
      and
      shall not be required to furnish the Company with the foregoing written
      statement.

    


    5.  Restriction
      Upon
      Transfer.  The Shares may not be sold, transferred or otherwise
      disposed of and shall not be pledged or otherwise hypothecated by the Grantee
      except as hereinafter provided.

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (a)  Repurchase
                Right on Termination Other Than for Cause. For the purposes of this
                Section, a "Repurchase Event" shall mean an occurrence of
                one of (i) termination of Grantee's employment [or service as a
                director/consultant] by the Company, voluntary or involuntary and
                with or without cause; (ii) retirement or death of Grantee; (iii)
                bankruptcy of Grantee, which shall be deemed to have occurred as
                of the
                date on which a voluntary or involuntary petition in bankruptcy is
                filed
                with a court of competent jurisdiction; (iv) dissolution of the marriage
                of Grantee, to the extent that any of the Shares are allocated as
                the sole
                and separate property of Grantee's spouse pursuant thereto (in which
                case,
                this Section shall only apply to the Shares so affected); or (v)
                any
                attempted transfer by the Grantee of Shares, or any interest therein,
                in
                violation of this Agreement. Upon the occurrence of a Repurchase
                Event,
                the Company shall have the right (but not an obligation) to repurchase
                all
                or any portion of the Shares of Grantee at a price equal to the fair
                value
                of the Shares as of the date of the Repurchase
                Event.

            


    

    


    
      	
               

            	
              (b)
                Repurchase Right on Termination for Cause. In the event Grantee's
                employment [or service as a director/consultant] is terminated by
                the Company "for cause" (as defined below), then the Company
                shall have the right (but not an obligation) to repurchase Shares
                of
                Grantee at a price equal to the Price. Such right of the Company
                to
                repurchase Shares shall apply to 100% of the Shares for one (1) year
                from
                the date of this Agreement; and shall thereafter lapse at the rate
                of
                twenty percent (20%) of the Shares on each anniversary of the date
                of this
                Agreement. In addition, the Company shall have the right, in the
                sole
                discretion of the Board and without obligation, to repurchase upon
                termination for cause all or any portion of the Shares of Grantee,
                at a
                price equal to the fair value of the Shares as of the date of termination,
                which right is not subject to the foregoing lapsing of rights. Termination
                of employment [or service as a director/consultant] "for
                cause" means (i) as to employees and consultants, termination for
                cause as contemplated by Title 53 of the Nevada Revised Statutes
                and case
                law related thereto, or as defined in the Plan, this Agreement or
                in any
                employment [or consulting] agreement between the Company and
                Grantee, or (ii) as to directors, removal pursuant to the Nevada
                corporation law.  In the event the Company elects to repurchase
                the Shares, the stock certificates representing the same shall forthwith
                be returned to the Company for
                cancellation.

            


    

    


    
      	
               

            	
              (c)
                Exercise of Repurchase Right.  Any Repurchase Right under
                Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise
                as
                provided herein to Grantee or the estate of Grantee, as applicable.
                Such
                right shall be exercised, and the repurchase price thereunder shall
                be
                paid, by the Company within a ninety (90) day period beginning on
                the date
                of notice to the Company of the occurrence of such Repurchase Event
                (except in the case of termination of employment or retirement, where
                such
                option period shall begin upon the occurrence of the Repurchase Event).
                Such repurchase price shall be payable only in the form of cash (including
                a check drafted on immediately available funds) or cancellation of
                purchase money indebtedness of the Grantee for the Shares. If the
                Company
                can not purchase all such Shares because it is unable to meet the
                financial tests set forth in the Nevada corporation law, the Company
                shall
                have the right to purchase as many Shares as it is permitted to purchase
                under such sections. Any Shares not purchased by the Company hereunder
                shall no longer be subject to the provisions of this Section
                5.

            


    

    


    
      	
               

            	
              (d)  Right
                of First Refusal. In the event Grantee desires to transfer any Shares
                during his or her lifetime, Grantee shall first offer to sell such
                Shares
                to the Company. Grantee shall deliver to the Company written notice
                of the
                intended sale, such notice to specify the number of Shares to be
                sold, the
                proposed purchase price and terms of payment, and grant the Company
                an
                option for a period of thirty days following receipt of such notice
                to
                purchase the offered Shares upon the same terms and conditions. To
                exercise such option, the Company shall give notice of that fact
                to
                Grantee within the thirty (30) day notice period and agree to pay
                the
                purchase price in the manner provided in the notice. If the Company
                does
                not purchase all of the Shares so offered during foregoing option
                period,
                Grantee shall be under no obligation to sell any of the offered Shares
                to
                the Company, but may dispose of such Shares in any lawful manner
                during a
                period of one hundred and eighty (180) days following the end of
                such
                notice period, except that Grantee shall not sell any such Shares
                to any
                other person at a lower price or upon more favorable terms than those
                offered to the Company.

            


    

    


    
      	
               

            	
              (e)  Acceptance
                of Restrictions. Acceptance of the Shares shall constitute the
                Grantee's agreement to such restrictions and the legending of his
                certificates with respect thereto. Notwithstanding such restrictions,
                however, so long as the Grantee is the holder of the Shares, or any
                portion thereof, he shall be entitled to receive all dividends declared
                on
                and to vote the Shares and to all other rights of a shareholder with
                respect thereto.

            


    

    


    
      	
               

            	
              (f)  Permitted
                Transfers. Notwithstanding any provisions in this Section 5 to the
                contrary, the Grantee may transfer Shares subject to this Agreement
                to his
                or her parents, spouse, children, or grandchildren, or a trust for
                the
                benefit of the Grantee or any such transferee(s); provided, that
                such
                permitted transferee(s) shall hold the Shares subject to all the
                provisions of this Agreement (all references to the Grantee herein
                shall
                in such cases refer mutatis mutandis to the permitted transferee,
                except
                in the case of clause (iv) of Section 5(a) wherein the permitted
                transfer
                shall be deemed to be rescinded); and provided further, that
                notwithstanding any other provisions in this Agreement, a permitted
                transferee may not, in turn, make permitted transfers without the
                written
                consent of the Grantee and the
                Company.

            


    

    


    
      	
               

            	
              (g)  Release
                of Restrictions on Shares. All rights and restrictions under this
                Section 5 shall terminate five (5) years following the date upon
                which the
                Company receives the full Price as set forth in Section 3, or when
                the
                Company's securities are publicly traded, whichever occurs
                earlier.

            


    

    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    5.  Representations
      and
      Warranties of the Grantee. This Agreement and the issuance and grant of the
      Shares hereunder is made by the Company in reliance upon the express
      representations and warranties of the Grantee, which by acceptance hereof the
      Grantee confirms that:

     

    
      	
               

            	
              (a)  The
                Shares granted to him pursuant to this Agreement are being acquired
                by him
                for his own account, for investment purposes, and not with a view
                to, or
                for sale in connection with, any distribution of the Shares. It is
                understood that the Shares have not been registered under the Act
                by
                reason of a specific exemption from the registration provisions of
                the Act
                which depends, among other things, upon the bona fide nature of his
                representations as expressed
                herein;

            


    

    


    
      	
               

            	
              (b)  The
                Shares must be held by him indefinitely unless they are subsequently
                registered under the Act and any applicable state securities laws,
                or an
                exemption from such registration is available. The Company is under
                no
                obligation to register the Shares or to make available any such exemption;
                and

            


    

    


    
      	
               

            	
              (c)  Grantee
                further represents that Grantee has had access to the financial statements
                or books and records of the Company, has had the opportunity to ask
                questions of the Company concerning its business, operations and
                financial
                condition and to obtain additional information reasonably necessary
                to
                verify the accuracy of such
                information;

            


    

    


    
      	
               

            	
              (d)  Unless
                and until the Shares represented by this Grant are registered under
                the
                Securities Act, all certificates representing the Shares and any
                certificates subsequently issued in substitution therefor and any
                certificate for any securities issued pursuant to any stock split,
                share
                reclassification, stock dividend or other similar capital event shall
                bear
                legends in substantially the following
                form:

            


    

    


    
      	
               

            	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	
               

            	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT DATED ____________ BETWEEN
                THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    
      	
               

            	
              and/or
                such other legend or legends as the Company and its counsel deem
                necessary
                or appropriate. Appropriate stop transfer instructions with respect
                to the
                Shares have been placed with the Company's transfer
                agent.

            


    

    


    
      	
               

            	
              (e)  Grantee
                understands that he or she will recognize income, for Federal and
                state
                income tax purposes, in an amount equal to the amount by which the
                fair
                market value of the Shares, as of the date of Grant, exceeds the
                price
                paid by Grantee. The acceptance of the Shares by Grantee shall constitute
                an agreement by Grantee to report such income in accordance with
                then
                applicable law. Withholding for federal or state income and employment
                tax
                purposes will be made, if and as required by law, from Grantee's
                then
                current compensation, or, if such current compensation is insufficient
                to
                satisfy withholding tax liability, the Company may require Grantee
                to make
                a cash payment to cover such
                liability.

            


    

    


    7.  Stand-off
      Agreement. Grantee agrees that, in connection with any registration of the
      Company's securities under the Securities Act, and upon the request of the
      Company or any underwriter managing an underwritten offering of the Company's
      securities, Grantee shall not sell, short any sale of, loan, grant an option
      for, or otherwise dispose of any of the Shares (other than Shares included
      in
      the offering) without the prior written consent of the Company or such managing
      underwriter, as applicable, for a period of at least one year following the
      effective date of registration of such offering. This Section 8 shall survive
      any termination of this Agreement.

    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    8.  Termination
      of
      Agreement. This Agreement shall terminate on the occurrence of any one of
      the following events: (a) written agreement of all parties to that effect;
      (b) 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 of the Company; (c) the closing of any public offering of
      common stock of the Company pursuant to an effective registration statement
      under the Act; or (d) dissolution, bankruptcy, or insolvency of the
      Company.

    


    9.  Agreement
      Subject to
      Plan; Applicable Law. This Grant is made pursuant to the Plan and shall be
      interpreted to comply therewith. A copy of such Plan is available to Grantee,
      at
      no charge, at the principal office of the Company. Any provision of this
      Agreement inconsistent with the Plan shall be considered void and replaced
      with
      the applicable provision of the Plan.  This Grant shall be governed by
      the laws of the State of Nevada and subject to the exclusive jurisdiction of
      the
      courts therein.

    


    10.  Miscellaneous.

    


    
      	
               

            	
              (a)  Notices.  Any
                notice required to be given pursuant to this Agreement or the Plan
                shall
                be in writing and shall be deemed to have been duly delivered upon
                receipt
                or, in the case of notices by the Company, five (5) days after deposit
                in
                the U.S. mail, postage prepaid, addressed to Grantee at the last
                address
                provided by Grantee for use in the Company's
                records.

            


    

    


    
      	
               

            	
              (b)  Entire
                Agreement.  This instrument constitutes the sole agreement
                of the parties hereto with respect to the Shares. Any prior agreements,
                promises or representations concerning the Shares not included or
                reference herein shall be of no force or effect. This Agreement shall
                be
                binding on, and shall inure to the benefit of, the Parties hereto
                and
                their respective transferees, heirs, legal representatives, successors,
                and assigns.

            


    

    


    
      	
               

            	
              (c)  Enforcement.  This
                Agreement shall be construed in accordance with, and governed by,
                the laws
                of the State of Nevada and subject to the exclusive jurisdiction
                of the
                courts located in St. Johns County, State of Nevada. If Grantee attempts
                to transfer any of the Shares subject to this Agreement, or any interest
                in them in violation of the terms of this Agreement, the Company
                may apply
                to any court for an injunctive order prohibiting such proposed
                transaction, and the Company may institute and maintain proceedings
                against Grantee to compel specific performance of this Agreement
                without
                the necessity of proving the existence or extent of any damages to
                the
                Company. Any such attempted transaction shares in violation of this
                Agreement shall be null and void.

            


    

    


    
      	
               

            	
              (d)  Validity
                of Agreement. The provisions of this Agreement may be waived, altered,
                amended, or repealed, in whole or in part, only on the written consent
                of
                all parties hereto. It is intended that each Section of this Agreement
                shall be viewed as separate and divisible, and in the event that
                any
                Section shall be held to be invalid, the remaining Sections shall
                continue
                to be in full force and effect.

            


    

    


    In
      Witness Whereof,
the parties have executed this Agreement as of the date first above
      written.

    


    
      	
              COMPANY:

            	
              INDEX
                OIL AND GAS INC.,

              a
                Nevada corporation

               

               

              By:                                                    

              Name:                                                    

              Title:                                                    

            
	 	 
	
              GRANTEE:

            	
               

              By:           

              (signature)

              Name:                                                    

            


    

    


    


    
      
        
        

      

      
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