Exhibit
      4.1

     

    UKARMA
      CORPORATION

    2006
      STOCK OPTION, DEFERRED STOCK

    AND

    RESTRICTED
      STOCK PLAN

    


    Section
      1. General
      Purpose of Plan; Definitions.

    


    (a) This
      plan
      is intended to implement and govern the 2006 Stock Option, Deferred Stock and
      Restricted Stock Plan (the “Plan”) of UKARMA
      CORPORATION,
      (the
“Company”).  The Plan was adopted January
      1, 2006
      by the
      Board of Directors.  The purpose of the Plan is to enable the Company to
      obtain and retain competent, employees, personnel, consultants and service
      providers who will contribute to the Company’s success by their ability,
      ingenuity, industry and services, and to provide incentives to such personnel,
      employees, consultants and service providers and will therefore, inure to the
      benefit of all shareholders of the Company.

    


    (b) For
      purposes of the Plan, the following terms shall be defined as set forth
      below:

    


    (1) “Administrator”
means
      the Board, or if the Board does not administer the Plan, the Committee, in
      accordance with Section 2.

    


    (2) “Award”
means
      any award of Deferred Stock, Restricted Stock or Stock Options.

    


    (3) “Board”
means
      the Board of Directors of the Company.

    


    (4) “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time, or any
      successor thereto.

     

    (5) “Commission”
means
      the Securities and Exchange Commission.

    


    (6) “Committee”
means
      the Compensation Commit-tee of the Board, or any other Committee the Board
      may
      subsequently appoint to administer the Plan.  If at any time the Board
      shall administer the Plan, then the functions of the Committee specified in
      the
      Plan shall be exercised by the Board.

    


    (7) “Company”
means
      UKARMA
      CORPORATION,
      a
      corporation organized under the laws of Nevada and its Subsidiaries (or any
      successor corporation).

    


    (8) “Deferred
      Stock”
means
      an award made granted pursuant to Section 6 below of the right to receive Stock
      at the end of a specified deferral period.

    


    (9) “Disability”
means
      permanent and total disability as determined under the Company’s disability
      program or policy, or if such disability program or policy does not exist,
      then
      any disability that renders an Eligible Participant unable to serve the Company
      in the capacity for which such Eligible Participant served immediately prior
      to
      such disability.

    


    (10) “Effective
      Date”
shall
      mean the date provided pursuant to Section 15.

    


    (11) “Eligible
      Participant”
means
      an employee, consultant, advisor, service provider, director (including
      non-employee director), or Officer of the Company, eligible to participate
      in
      the Plan pursuant to Section 4, provided however in the case of a consultant
      or
      service provider, such person is (i) a natural person (ii) provides bona fide
      services to the Company, and (iii) the services are not in connection with
      the
      offer or sale of securities in a capital -raising transaction and do not
      directly or indirectly promote or maintain a market in the Company’s
      securities.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (12) “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    (13) “Fair
      Market Value”
means,
      as of any given date, with respect to any Awards granted hereunder, at the
      discretion of the Administrator and subject to such limitations as the
      Administrator may impose, (A) the closing sales price of the Stock on such
      date,
      or (B) the average of the closing sales price of the Stock on each day on which
      the Stock was traded over a period of up to twenty trading days immediately
      prior to such date, or (C) if the Stock is not publicly traded, the fair market
      value of the Stock as otherwise determined by the Administrator in the good
      faith exercise of its discretion.  

    


    (14) “Incentive
      Stock Option”
means
      any Stock option intended to be designated as an “incentive stock option” within
      the meaning of Section 422 of the Code.

    


    (15)
       “Non-Qualified
      Stock Option”
means
      any Stock Option that is not an Incentive Stock Option, including any Stock
      Option that provides (as of the time such option is granted) that it will not
      be
      treated as an Incentive Stock Option.

    


    (16) “Officer”
means
      the Chief Executive Officer, Chairman of the Board, President, Chief Financial
      Officer, Chief Accounting Officer, Chief Operating Officer, any vice president
      in charge of a principal business function (such as sales, administration or
      finance) and any other person who performs similar policy-making functions
      for
      the Company.

    


    (17) “Parent
      Corporation”
means
      any corporation (other than the Company) in an unbroken chain of corporations
      ending with the Company, if each of the corporations other than the Company
      owns
      stock possessing 50% or more of the total combined voting power of all classes
      of stock in one of the other corporations in the chain.

    


    (18) “Participant”
means
      any Eligible Participant selected by the Administrator pursuant to the
      Administrator’s authority in Section 2 below to receive grants of Stock Options
      or Awards or any combination of the foregoing.  

    


    (19) “Restricted
      Period”
means
      the period set by the Administrator as it pertains to Deferred Stock or
      Restricted Stock awards pursuant to Section 6.

    


    (20) “Restricted
      Stock”
means
      an award of shares of Stock granted pursuant to Section 6 subject to
      restrictions that will lapse with the passage of time or upon the attainment
      of
      performance objectives, or in consideration of services, in which case if the
      shares are registered under Form S-8 and are fully vested as determined by
      the
      Administrator, no restrictions shall be applicable with respect to such
      shares.

    


    (21) “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    (22) “Stock”
means
      the Common Stock, $0.001 par value, of the Company.

    


    (23) “Stock
      Option”
means
      an option to pur-chase shares of Stock granted pursuant to Section
      5.

    


    (24) “Subsidiary”
means
      any corporation (other than the Company) in an unbroken chain of corporations
      beginning with the Company, if each of the corporations (other than the last
      corporation) in the unbroken chain owns stock possessing 50% or more of the
      total combined voting power of all classes of stock in one of the other
      corporations in the chain.

    


    Section
      2. Administration.

    


    (a) The
      Plan
      shall be administered by the Board or by a Committee appointed by the Board,
      which shall serve at the pleasure of the Board; provided,
      however,
      that if
      the Stock is registered under Section 12 of the Securities Act and if the
      Committee does not consist solely of “Non-Employee Directors,” as defined in
      Rule 16b-3 as promulgated by the Commission under the Exchange Act, and as
      such
      Rule may be amended from time to time, or any successor definition adopted
      by
      the Commission, then the Plan shall be administered, and each grant shall be
      approved, by the Board.

    


    
      
         

      

      
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    (b) The
      Administrator shall have the power and authori-ty to grant to Eligible
      Participants, pursuant to the terms of the Plan: (i) Stock Options, (ii)
      Deferred Stock, (iii) Restricted Stock, or (iv) any combination of the
      foregoing.

    In
      particular, the Administrator shall have the authority:

    


    (1) to
      select
      those employees of the Company and others who are Eligible
      Participants;

    


    (2) to
      determine whether and to what extent Stock Options, Deferred Stock, Restricted
      Stock or a combination of the foregoing, are to be granted to Eligible
      Participants;

    


    (3) to
      determine the number of shares of Stock to be covered by each such
      Award;

    


    (4) to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any such Award including, but not limited to, (i) the restricted period
      applicable to Deferred Stock or Restricted Stock awards, (ii) the date or dates
      on which restrictions applicable to such Deferred Stock or Restricted Stock
      shall lapse during such period, and (iii) when and in what increments shares
      covered by Stock Options may be purchased; and

    


    (5) to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      which shall govern all written instruments evidencing the Stock Options,
      Deferred Stock, Restricted Stock or any combination of the
      foregoing.

    


    (c) The
      Administrator shall have the authority, in its discretion, to adopt, alter
      and
      repeal such administrative rules, guidelines and practices governing the Plan
      as
      it shall from time to time deem advisable; to interpret the terms and provisions
      of the Plan and any Award issued under the Plan (and any agreements relating
      thereto); and to otherwise supervise the administration of the
      Plan.

    


    (d) All
      decisions made by the Administrator pursuant to the provisions of the Plan
      shall
      be final and binding on all persons, including the Company, any future
      Subsidiaries or Parent Corporation and the Participants.

    


    Section
      3. Stock
      Subject to Plan.

    


    (a) The
      total
      number of shares of Stock reserved and available for issuance under the Plan
      shall be 7,500,000 shares subject to annual increase in the sole discretion
      of
      the Board up to an amount equal to 100% of the then outstanding fully diluted
      shares of Common Stock of the Company.  Such shares shall consist of
      autho-rized but unissued shares of Common Stock.

    


    (b) To
      the
      extent that (i) a Stock Option expires or is otherwise terminated without being
      exercised or (ii) any shares of Stock subject to any Deferred Stock or
      Restricted Stock award granted hereunder are forfeited, such shares shall again
      be available for issuance in connection with future Awards under the Plan.
       If any shares of Stock have been pledged as collateral for indebtedness
      incurred by a Participant in connection with the exercise of a Stock Option
      and
      such shares are returned to the Company in satisfaction of such indebted-ness,
      such shares shall again be available for issuance in connection with future
      Awards under the Plan.

    


    (c) In
      the
      event of any merger, reorganization, consolidation, recapitalization, stock
      dividend, or other change in corporate structure affecting the Stock, an
      appropriate substitution or adjustment shall be made in (i) the aggregate number
      of shares reserved for issuance under the Plan, and (ii) the kind, number and
      option price of shares subject to outstanding Stock Options or Awards granted
      under the Plan as may be determined by the Administrator, in its sole
      discretion, provided that the number of shares subject to any Award shall always
      be a whole number.  Such other substitutions or adjustments shall be made
      as may be determined by the Administrator, in its sole discre-tion; provided,
      however,
      that
      with respect to Incentive Stock Options, such adjustment shall be made in
      accordance with Section 424 of the Code.  

    


    
      
         

      

      
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    Section
      4. Eligibility.

    


    Officers
      and other employees, directors and consultants and advisors of the Company,
      who
      are responsible for or contribute to the management, growth and/or profitability
      of the business of the Company and service providers shall be eligible to be
      granted Non-Qualified Stock Options, Deferred Stock or Restricted Stock awards
      hereunder.  Officers and other employees of the Company shall also be
      eligible to be granted Incentive Stock Options hereunder.  The Participants
      under the Plan shall be selected from time to time by the Administrator, in
      its
      sole discretion, from among the persons recommended by the senior management
      of
      the Company, and the Administrator shall determine, in its sole discretion,
      the
      number of shares covered by each Award.

    


    Section
      5. Stock
      Options for Eligible Employees.

    


    (a) Stock
      Options may be granted alone or in addition to other Awards granted under the
      Plan.  Any Stock Option granted under the Plan shall be in such form as the
      Administrator may from time to time approve, and the provisions of Stock Option
      awards need not be the same with respect to each Optionee. Recipients of Stock
      Options shall enter into a stock option agreement with the Company, in such
      form
      as the Administrator shall determine, which agreement shall set forth, among
      other things, the exercise price of the option, the term of the option and
      provisions regarding exercisability of the option granted
      thereunder.

    


    (b) The
      Stock
      Options granted under the Plan may be of two types: (x) Incentive Stock Options
      and (y) Non-Qualified Stock Options.  

    


    The
      Administrator shall have the authority under this Section 5 to grant any
      Optionee In-centive Stock Options, Non--Qualified Stock Options, or both types
      of Stock Options; provided,
      however,
      that
      Incentive Stock Options may not be granted to any individual who is not an
      employee of the Company.  To the extent that any Stock Option does not
      qualify as an Incentive Stock Option, it shall constitute a separate
      Non-Qualified Stock Option.  More than one option may be granted to the
      same Optionee and be outstanding concurrently hereunder.

    


    (c) Stock
      Options granted under the Plan shall be subject to the following terms and
      conditions and shall contain such additional terms and conditions, not
      inconsistent with the terms of the Plan, as the Administrator shall, in its
      sole
      discretion, deem desirable:

    


    (i) Option
      Price.
      The
      option price per share of Stock purchasable under an Incentive Stock Option
      shall be determined by the -Administrator, in its sole discretion, at the time
      of grant but shall be not less than 100% of the Fair Market Value of the Stock
      on such date.  The option price per share of Stock purchasable under a
      Non-Qualified Stock Option may be less than 100% of such Fair Market Value
      as
      determined by the Administrator.  If an employee owns or is deemed to own
      (by reason of the attribution rules applicable under Section 424(d) of the
      Code)
      more than 10% of the combined voting power of all classes of stock of the
      Company and an Incentive Stock Option is granted to such employee, the option
      price of such Incentive Stock Option (to the extent required by the Code at
      the
      time of grant) shall be no less than 110% of the Fair Market Value of the Stock
      on the date such Incentive Stock Option is granted.  

    


    (ii) Option
      Term.
       The term of each Stock Option shall be fixed by the Administrator, but no
      Stock Option shall be exercisable more than ten years after the date such Stock
      Option is granted; provided,
      however,
      that if
      an employee owns or is deemed to own (by reason of the attribution rules of
      Section 424(d) of the Code) more than 10% of the combined voting power of all
      classes of stock of the Company or any future Parent Corporation or any future
      Subsidiary and an Incentive Stock Option is granted to such employee, the term
      of such Incentive Stock Option (to the extent required by the Code at the time
      of grant) shall be no more than five years from the date of grant.

    


    
      
         

      

      
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    (iii) Exercisability.
       Stock Options shall be exercisable as determined by the Administrator or
      immediately for shares of Restricted Stock, if the Administrator so determines,
      which shall be subject to the provisions of Section 6 below, and subject to
      such
      terms and conditions as shall be determined by the Administrator -at or after
      grant; provided,
      however,
      that
      such Stock Options shall in any case vest at least 20% per year over the
      five-year period commencing from the date of grant.  To the extent not
      exercised, installments shall accumulate and be exercisable in whole or in
      part
      at any time after becoming exercisable but not later than the date the Stock
      Option expires.  The Administrator may provide, in its discretion, that any
      Stock Option shall be exercisable only in install-ments, and the Administrator
      may waive such installment exercise provisions at any time in whole or in part
      based on such factors as the Administrator may determine in its sole
      dis-cretion.

    


    (iv) Method
      of Exercise.
       Subject to Subsection 5(c)(iii), Stock Options may be exercised in whole
      or in part at any time during the option period by giving written notice of
      exercise to the Company specifying the number of shares to be purchased,
      accompanied by payment in full of the purchase price in cash or its cash
      equivalent, as determined by the Administrator.  The Administrator may, in
      its sole discretion, accept payment in whole or in part on behalf of the Company
      (i) in the form of unrestricted Stock already owned by the optionee, or, in
      the
      case of the exercise of a Non-Qualified Stock Option, Restricted Stock subject
      to an Award hereunder (based, in each case, on the Fair Market Value of the
      Stock on the date the option is exercised), (ii) by cancellation of any
      indebt-edness owed by the Company to the optionee, (iii) by a full recourse
      promissory note executed by the optionee, (iv) by requesting that the Company
      withhold whole shares of Common Stock then issuable upon exercise of the Stock
      Option (based on the Fair Market Value of the Stock on the date the option
      is
      exercised), (v) by arrangement with a broker which is acceptable to the
      Administrator where payment of the option price is made pursuant to an
      irrevocable direction to the broker to deliver all or part of the proceeds
      from
      the sale of the shares underlying the option to the Company, or (vi) by any
      combination of the foregoing; provided,
      however,
      that in
      the case of an Incentive Stock Option, the right to make payment in the form
      of
      already owned shares may be authorized only at the time of grant.  Any
      payment in the form of stock already owned by the optionee may be effected
      by
      use of an attestation form approved by the Administrator.  If payment of
      the option exercise price of a Non-Qualified Stock Option is made in whole
      or in
      part in the form of Restricted Stock, the shares received upon the exercise
      of
      such Stock Option (to the extent of the number of shares of Restricted Stock
      surrendered upon exercise of such Stock Option) shall be restricted in
      accordance with the original terms of the Restricted Stock award in question,
      except that the Administrator may direct that such restrictions shall apply
      only
      to that number of shares equal to the number of shares surrendered upon the
      exercise of such option.  An optionee shall generally have the rights to
      dividends and other rights of a shareholder with respect to shares subject
      to
      the option only after the optionee has given written notice of exercise, has
      paid in full for such shares, and, if requested, has given the representation
      described in paragraph (a) of Section 10.

    


    (d) The
      Administrator may require the voluntary surrender of all or a portion of any
      Stock Option granted under the Plan as a condition precedent to a grant of
      a new
      Stock Option.  Subject to the provisions of the Plan, such new Stock Option
      shall be exercisable at the price, during such period and on such other terms
      and conditions as are specified by the Administrator at the time the new Stock
      Option is granted; provided,
      however,
      that
      should the Administrator so require, the number of shares subject to such new
      Stock Option shall not be greater than the number of shares subject to the
      surrendered Stock Option.  Upon their surrender, the Stock Options shall be
      canceled and the shares previously subject to such canceled Stock Options shall
      again be available for grants of Stock Options and other Awards
      hereunder.

    


    (e) Subject
      to the restrictions, if any are applicable of Section 402 of the SARBANES-OXLEY
      Act of 2002, the Company may make loans available to Stock Option holders in
      connection with the exercise of outstanding options granted under the Plan,
      as
      the Administrator, in its discretion, may determine.  Such loans shall (i)
      be evidenced by promissory notes entered into by the Stock Option holders in
      favor of the Company, (ii) be subject to the terms and conditions set forth
      in
      this paragraph and such other terms and conditions, not inconsistent with the
      Plan, as the Administrator shall deter-mine, (iii) bear interest, if any, at
      such rate as the Administrator shall determine and (iv) be subject to Board
      approval.  In no event may the principal amount of any such loan exceed the
      sum of (x) the exercise price less the par value of the shares of Stock covered
      by the option, or portion thereof, exercised by the holder and (y) any Federal,
      state, and local income tax attributable to such exercise.  The initial
      term of the loan, the schedule of payments of principal and interest under
      the
      loan, the extent to which the loan is to be with or without recourse against
      the
      holder with respect to principal or interest and the conditions upon which
      the
      loan will become payable in the event of the holder’s termination of employment
      shall be determined by the Administrator; provided,
      however,
      that
      the term of the loan, including extensions, shall not exceed seven (7) years.
       Unless the Administrator determines otherwise, when a loan is made, shares
      of Common Stock having a Fair Market Value at least equal to the principal
      amount of the loan shall be pledged by the holder to the Company as security
      for
      payment of the unpaid balance of the loan, and such pledge shall be evidenced
      by
      a pledge agreement, the terms of which shall be determined by the Administrator,
      in its discretion; provided,
      however,
      that
      each loan shall comply with all applicable laws, regulations and rules of the
      Board of Governors of the Federal Reserve System and any other governmental
      agency having jurisdiction.

    


    
      
         

      

      
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    (f) No
      Stock
      Option shall be transferable by the optionee otherwise than by will or by the
      laws of descent and distribution or as permitted in Form S-8 under the
      Securities Act of 1933.  Incentive Stock Options shall be exercisable,
      during the optionee’s lifetime, only by the optionee.

    


    (g) If
      an
      optionee’s employment with the Company, terminates by reason of death or
      Disability, the Stock Option may thereafter be immediately exercised, to the
      extent then exercisable (or on such accelerated basis as the Administrator
      shall
      deter-mine at or after grant), by the legal representative of the optionee,
      by
      the legal representative of the estate of the optionee, or by the legatee of
      the
      optionee under the will of the optionee, for a period of at least six (6) months
      from the date of such death or disability. In the event of a termina-tion of
      employment by reason of Disability, if an Incen-tive Stock Option is exercised
      after the expiration of the exercise periods that apply for purposes of Section
      422 of the Code, such Stock Option shall thereafter be treated as a
      Non-Qualified Stock Option.

    


    (h) Except
      as
      otherwise provided in this paragraph or otherwise determined by the
      Administrator, if an optionee’s employment with the Company, terminates for any
      reason other than death or Disability, the optionee must exercise his or her
      Stock Options within ninety (90) days from the date of such termination.
 If the optionee does not exercise his or her Stock Options within this
      ninety (90) day period, the Stock Options automatically terminate, and such
      Stock Options become null and void.   

    


    (i) To
      the
      extent that the aggregate Fair Market Value (de-termined as of the date the
      Incentive Stock Option is granted) of the shares of Stock with respect to which
      Incentive Stock Options granted to an optionee under this Plan and all other
      option plans of the Company, any future Parent Corporation and any future
      Subsidiary become exercisable for the first time by the optionee during any
      calendar year exceeds $100,000, such Stock Options shall be treated as
      Non-Qualified Stock Options.

    


    Section
      6. Deferred
      Stock and Restricted Stock.

    


    (a) Deferred
      Stock and Restricted Stock awards may be issued to Eligible Participants either
      alone or in addition to other Awards granted under the Plan.  The
      Administrator shall determine the Eligible Participants, and the time or times
      at which grants of Deferred Stock or Restricted Stock awards shall be made;
      the
      number of shares to be awarded; the price, if any, to be paid by the recipient
      or the consideration in the form of services to be received by the Company,
      in
      return for  Deferred Stock or Restricted Stock awards; the Restricted
      Period (as defined in paragraph 6(c) hereof) applicable to Deferred Stock or
      Restricted Stock awards; the performance objectives applicable to Deferred
      Stock
      or Restricted Stock awards if any; the date or dates on which restrictions
      applicable to such Deferred Stock or Restricted Stock awards shall lapse during
      such Restricted Period; and all other conditions of the De-ferred Stock or
      Restricted Stock awards.  The Administrator may also condition the grant of
      Deferred Stock or Re-stricted Stock awards upon the exercise of Stock Options,
      or upon such other criteria as the Administrator may deter-mine, in its sole
      discretion.  The provisions of Deferred Stock or Restricted Stock awards
      need not be the same with respect to each recipient.

    


    (b) The
      prospective recipient of a Deferred Stock or Restricted Stock award shall not
      have any rights with respect to such Award, unless and until such recipient
      has
      executed an agreement evidencing the Award (a “Deferred Stock Award Agreement”
or “Restricted Stock Award Agreement” as appropriate) and has deliv-ered a fully
      executed copy thereof to the Company, within a period of ten days (or such
      other
      period as the Administrator may specify) after the Award date.

    


    
      
         

      

      
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    Except
      as
      provided below in this paragraph (b) of Section 6, each Participant who is
      awarded Restricted Stock shall be issued a stock certificate in respect of
      such
      shares of Restricted Stock; and (ii) such certificate shall be registered in
      the
      name of the Participant, and shall bear an appropriate legend referring to
      the
      terms, conditions, and restrictions applicable to such Award, substantially
      in
      the following form to the extent applicable:

    


    “The
      transferability of this certificate and the shares of stock represented hereby
      are subject to the terms and conditions (including forfeiture) of UKARMA
      CORPORATION Corporation
      2006 Stock Option, Deferred Stock and Restricted Stock Plan and a Restricted
      Stock Award Agreement entered into between the registered owner and UKARMA
      CORPORATION.  Copies
      of
      such Plan and Agreement are on file in the offices of UKARMA
      CORPORATION”

    


    The
      Company shall require that the stock cer-tificates evidencing such shares be
      held in the custody of the Company until the restrictions thereon shall have
      lapsed, and, as a condition of any Restricted Stock award, the Participant
      shall
      have delivered a stock power, endorsed in blank, relating to the Stock covered
      by such Award, provided however if the shares of registered under Form S-8
      and
      are fully vested, as determined by the Administrator, no legend need appear
      on
      the certificates.

    


    With
      respect to Deferred Stock awards, at the expiration of the Restricted Period,
      or
      where no registration is applicable as determined by the Administrator, stock
      certificates in respect of such shares of Deferred Stock shall be delivered
      to
      the Participant, or his legal representative, in a number equal to the shares
      of
      Stock covered by the Deferred Stock award.

    


    (c) The
      Deferred Stock or Restricted Stock awards granted pursuant to this Section
      6
      shall be subject to the following restrictions and conditions if the
      Administrator elects to impose such restrictions:

    


    (i) Subject
      to the provisions of the Plan and the Deferred Stock or Restricted Stock Award
      Agreements, during such period as may be set by the Administrator com-mencing
      on
      the grant date (the “Restricted Period”), the Participant shall not be permitted
      to sell, transfer, pledge or assign shares of Deferred Stock or Restricted
      Stock
      awarded under the Plan, except by gift for estate and tax planning purposes
      to
      family members and in conformity with the restrictions applicable to such shares
      under this Plan.  The Administrator may, in its sole discretion, provide
      for the lapse of such restrictions in installments or may waive any such
      restrictions altogether and may accelerate or waive such restrictions in whole
      or in part based on such factors and such circumstances as the Administrator
      may
      determine, in its sole discretion, including, but not limited to, the attainment
      of certain performance related goals, the commitment by a service provider
      to
      provide services, the Participant’s termination, death or
      Disability.

    


    (ii) Except
      as
      provided in paragraph (c)(i) of this Section 6, the Participant shall have,
      with
      respect to the shares of Restricted Stock, all of the rights of a shareholder
      of
      the Company, including the right to vote the shares, and the right to receive
      any dividends thereon during the Restricted Period. With respect to Deferred
      Stock awards, the Participant shall generally not have the rights of a
      shareholder of the Company, including the right to vote the shares during the
      Restricted Period; provided,
      however,
      that
      dividends declared during the Restricted Period with respect to the number
      of
      shares covered by a De-ferred Stock award shall be paid to the Participant.
       Certificates for shares of unrestricted Stock shall be delivered to the
      Participant promptly after, and only after, the Restricted Period shall expire
      without forfei-ture in respect of such shares of Deferred Stock or Restricted
      Stock, except as the Administrator, in its sole discretion, shall otherwise
      determine. 

    


    (iii) Subject
      to the provisions of the Deferred Stock or Restricted Stock Award Agreement
      and
      this Section 6, upon termination of employment for any reason during the
      Restricted Period, all shares subject to any restriction as of the date of
      such
      termination shall be forfeited by the Participant, and the Participant shall
      only receive the amount, if any, paid by the Participant for such Deferred
      Stock
      or Restricted Stock, plus simple interest on such amount at the rate of 8%
      per
      year provided however that unless otherwise provided by the Administrator,
      either at the time of grant or thereafter, (or unless provided otherwise in
      the
      employment or other agreement, if any) Restricted Stock shall be free of the
      forfeiture provision as determined by the Administrator, provided further that
      in the event of a Change of Control, the provisions of Section 9 shall
      apply.

    


    
      
         

      

      
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    Section
      7. Amendment
      and Termination.

    


    (a) The
      Board
      may amend, alter or discontinue the Plan and it is contemplated that when the
      Company registers under Section 12(g) of the Securities and Exchange Act of
      1934, that the Board may adopt amendments to the Plan to enable compliance
      with
      Section 16(b) of said Act, but no amendment, alteration, or discontinuation
      shall be made that would impair the rights of the Participant under any Award
      theretofore granted without such Participant’s consent, or that without the
      approval of the shareholders (as described below) would:

    


    (i) except
      as
      provided in Section 3, increase the total number of shares of Stock reserved
      for
      the purpose of the Plan;

    


    (ii) change
      the employees or class of employees eligible to participate in the
      Plan;

    


    (iii) extend
      the maximum option period under Section 5 of the Plan.

    


    (b) Notwithstanding
      the foregoing, shareholder approval under this Section 7 shall only be required
      at such time and under such circumstances as shareholder approval would be
      required under applicable federal and state laws, regulations and exchange
      requirements.

    


    (c) The
      Administrator may amend the terms of any Award theretofore granted,
      prospectively or retroactively, but, subject to Section 3, no such amendment
      shall impair the rights of any holder without his or her consent.

    


    Section
      8. Unfunded
      Status of Plan.

    


    The
      Plan
      is intended to constitute an “unfunded” plan for incentive compensation.
 With respect to any payments not yet made to a Participant or optionee by
      the Company, nothing contained herein shall give any such Participant or
      optionee any rights that are greater than those of a general creditor of the
      Company.

    


    Section
      9. Change
      of Control.

    


    The
      following acceleration and valuation provi-sions shall apply in the event of
      a
“Change of Control”, as defined in paragraph (b) of this Section
      9:

    


    (a) In
      the
      event of a “Change of Control,” unless otherwise determined by the Administrator
      or the Board in writing at or after grant (including under any individual
      agreement), but prior to the occurrence of such Change of Control;

    


    (i) the
      restrictions applicable to any Re-stricted Stock or Deferred Stock awards under
      the Plan shall lapse, and such shares and all outstanding Awards, including
      but
      not limited to all outstanding Stock Options, shall be deemed fully
      vested;

    


    (ii) any
      indebtedness incurred pursuant to paragraph (e) of Section 5 above shall be
      forgiven and the collateral pledged in connection with any such loan shall
      be
      released; and

    


    (iii) the
      value
      of all outstanding Stock Op-tions, Restricted Stock and Deferred Stock awards
      shall, to the extent determined by the Administrator at or after grant, be
      cashed out by a payment of cash or other property, as the Administrator may
      determine, on the basis of the “Change of Control Price” (as defined in
      paragraph (c) of this Section 9) as of the date the Change of Control occurs
      or
      such other date as the Administrator may determine prior to the Change of
      Control.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    (b) For
      purposes of paragraph (a) of this Section 9, a “Change of Control” shall be
      deemed to have occurred if:

     

    (i) any
      “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act
      (other than the Company; any trustee or other fiduciary holding securities
      under
      an employee benefit plan of the Company; or any company owned, directly or
      indirectly, by the shareholders of the Company in substantially the same
      proportions as their ownership of the Stock of the Company) is or becomes after
      the Effective Date the “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of the Company (not
      including in the securities beneficially owned by such person or any securities
      acquired directly from the Company or its affiliates) representing 50% or more
      of the combined voting power of the Company’s then outstanding securities;
      or

    


    (ii) during
      any period of two consecutive years (not including any period prior to the
      Effective Date or prior to the time of registration of the Company’s Stock under
      Section 12 of the Securities Act), individuals who at the beginning of such
      period constitute the Board, and any new director (other than a director
      designated by a person who has entered into an agreement with the Company to
      effect a transaction described in clause (i), (iii) or (iv) of this paragraph
      (b) of Section 9) whose election by the Board or nomination for election by
      the
      Company’s shareholders was approved by a vote of at least two-thirds (2/3) of
      the directors then still in office who either were directors at the begin-ning
      of the period or whose election or nomination for election was previously so
      approved, cease for any reason to constitute at least a majority thereof;
      or

    


    (iii) the
      shareholders of the Company approve a merger or consolidation of the Company
      with any other corporation, other than (A) a merger or consolidation which
      would
      result in the voting securities of the Compa-ny outstanding immediately prior
      thereto continuing to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving enti-ty), in combination
      with
      the ownership of any trustee or other fiduciary holding securities under an
      employee benefit plan of the Company, at least 75% of the combined voting power
      of the voting securities of the Company or such surviving entity outstanding
      immediately after such merger or consolidation or (B) a merger or consolidation
      effected to implement a recapitalization of the Company (or similar transaction)
      in which no person acquires more than 50% of the combined voting power of the
      Company’s then outstanding securities (C) a merger to effect a change of
      domicile; or

    


    (iv) the
      shareholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company’s assets.

    


    (c) For
      purposes of this Section 9, “Change of Control Price” means the higher of (i)
      the highest price per share paid or offered in any transaction related to a
      Change of Control of the Company or (ii) the highest price per share paid in
      any
      transaction reported on the exchange or national market system on which the
      Stock is listed, at any time during the preceding sixty day period as determined
      by the Administrator, except that, in the case of Incentive Stock Options such
      price shall be based only on transactions reported for the date on which the
      Administrator decides to cash out such options.

    


    Section
      10. General
      Provisions.

    


    (a) Each
      person purchasing shares pursuant to a Stock Option represents and agrees with
      the Company that such person is acquiring the shares for his own account without
      a view to distribution thereof.  The certificates for such shares may
      include any legend that the Administrator deems appropriate to reflect any
      restrictions on transfer.

    


    All
      certificates for shares of Stock delivered under the Plan shall be subject
      to
      such stock-transfer orders and other restrictions as the Administrator may
      deem
      advisable under the rules, regulations, and other requirements of the
      Commission, any stock exchange upon which the Stock is then listed, and any
      applicable Federal or state securities law, and the Administrator may cause
      a
      legend or legends to be placed on any such certificates to make appropriate
      reference to such restrictions.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    (b) Nothing
      contained in the Plan shall pre-vent the Board from adopting other or additional
      compen-sation arrangements, subject to shareholder approval if such approval
      is
      required; and such arrangements may be either generally applicable or applicable
      only in specif-ic cases. 

    


    (c) Each
      Participant shall, no later than the date as of which the value of an Award
      first becomes includable in the gross income of the Participant for Federal
      income tax purposes, pay to the Company, or make arrangements satisfactory
      to
      the Administrator regarding payment of, any Federal, state, or local taxes
      of
      any kind required by law to be withheld with respect to the Award.  The
      obligations of the Company under the Plan shall be conditional on the making
      of
      such payments or arrangements, and the Company (and, where applicable, its
      Subsidiaries) shall, to the extent permitted by law, have the right to deduct
      any such taxes from any payment of any kind otherwise due to the
      Participant.

    


    (d) No
      member
      of the Board or the Administrator, nor any officer or employee of the Company
      acting on behalf of the Board or the Administrator, shall be personally liable
      for any action, determination, or interpretation taken or made in good faith
      with respect to the Plan, and all members of the Board or the Administrator
      and
      each and any officer or employee of the Company acting on their behalf shall,
      to
      the extent permitted by law, be fully indemnified and protected by the Company
      in respect of any such action, determination or interpretation. 

    


    (e) This
      Plan
      is purely voluntary on the part of the Company, and while the Company hopes
      to
      continue it indefinitely, the continuance of the Plan shall not be deemed to
      constitute a contract between the Company and any employee, or to be
      consideration for or a condition of the employment of any employee.
 Nothing contained in the Plan shall be deemed to give any employee the
      right to be retained in the employ of the Company, any future Subsidiaries,
      or
      any future Parent Corporation to interfere with the right of the Company to
      discharge or retire any employee thereof at any time. No employee shall have
      any
      right to or interest in Stock Options, Restricted Stock, or Deferred Stock,
      authorized hereunder prior to the grant of such a Stock Option or other award
      described herein to such employee, and upon such grant he or she shall have
      only
      such rights and interests as are expressly provided herein, subject, however,
      to
      all applicable provisions of the Company’s Articles of Incorporation, as the
      same may be amended from time to time.

    


    (f) In
      the
      event of a stock split, the per share exercise price of Options granted
      hereunder and number of shares covered by the Option grant shall be adjusted
      proportionately as follows:  in the event of a split, the price shall be
      reduced proportionately and the number of shares increased proportionately;
      in
      the event of a reverse split, the price shall be increased proportionately
      and
      the number of shares covered by the Option reduced proportionately.

    


    Section
      11. Specific
      Performance.

    


    The
      Stock
      Options granted under this Plan and the Shares issued pursuant to the exercise
      of such Stock Options cannot be readily purchased or sold in the open market,
      and, for that reason among others, the Company and its shareholders will be
      irreparably damaged in the event that this Plan is not specifically enforced.
       In the event of any controversy concerning the right or obligation to
      purchase or sell any such Option or Optioned Stock, such right or obligation
      shall be enforceable in a court of equity by a decree of a specific performance.
       Such remedy shall, however, be cumulative and not exclusive, and shall be
      in addition to any other remedy which the parties may have.

    


    Section
      12. Invalid
      Provision.

    


    In
      the
      event that any provision of this Plan is found to be invalid or otherwise
      unenforceable under any applicable law, such invalidity or unenforceability
      shall not be construed as rendering any other provisions contained herein
      invalid or unenforceable, and all such other provisions shall be given full
      force and effect to the same extent as though the invalid unenforceable
      provision was not contained herein.

    


    Section
      13. Applicable
      Law.

    


    This
      Plan
      shall be governed by and construed in accordance with the laws of the State
      of
      Colorado, or the laws of the state of any successor corporation.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    Section
      14. Successors
      and Assigns.

    


    This
      Plan
      shall be binding on and inure to the benefit of the Company and the employees
      to
      whom an Option is granted hereunder, and such employees’ heirs, executors,
      administrators, legatees, personal representatives, assignees and transferees
      and any successor corporation who assumes this Plan.

    


    Section
      15. Effective
      Date of Plan.

    


    The
      Plan
      became effective (the “Effective Date”) on January 1, 2006.  Shareholder
      approval of the plan shall be obtained within 12 months from the Effective
      Date.

    


    Section
      16. Term
      of Plan.

    


    No
      Stock
      Option, De-ferred Stock or Restricted Stock award shall be granted pursuant
      to
      the Plan on or after the tenth anniversary of the Effective Date, but Awards
      theretofore granted may extend beyond that date.

    


    Section
      17. Annual
      Financial Statements.

    


    If
      required by federal or state law, the Company shall deliver annual financial
      statements to each employee granted a Stock Option, Deferred Stock or Restricted
      Stock hereunder until such Award expires or is otherwise canceled.

    


    Section
      18. Disclosure
      Requirements

    


    In
      the
      event the aggregate offering price of securities subject to outstanding options
      plus the offering price of securities sold in the preceding twelve (12) months,
      as a result of Awards issued under this Plan, exceeds $5,000,000, the Company
      shall deliver the following disclosure documents to the Participant or optionee
      within a reasonable period of time before the applicable date of exercise,
      conversion or sale:

    


    (a) A
      summary
      of the material terms of this Plan;

     

    (b) Information
      about the risks associated with purchasing the shares of stock in the Company;
      and

    


    (c) Financial
      statements as of a date no more than 180 days before the sale of securities
      pursuant to this Section 19.

    


    Section
      19. Additional
      Information

    


    Additional
      information regarding the Plan and its administrators may be obtained from
      the
      Company at 770 Broadway, 2nd Floor, New York, NY 10003, (212) 653-8738,
      Attention:  Bill Glaser.  Participants under this Plan shall have
      available without charge, upon written or oral request, the documents
      incorporated by reference in Item 3 of Part II of the registration statement
      on
      Form S-8 as filed with the Securities and Exchange Commission and such documents
      are incorporated in the Section 10(a) prospectus.  Participants under this
      Plan shall also have available under this Plan, without charge, upon written
      or
      oral request, of other documents required to be delivered to employees pursuant
      to Rule 428(b) of the Rules of the Securities and Exchange Commission under
      the
      Securities Act of 1933.  All such requests shall be made at the address set
      forth in this paragraph, or at the phone number set forth in this paragraph,
      attention: Bill Glaser.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
 

    IN
      WITNESS WHEREOF, pursuant to the due authorization and adoption of this Plan
      by
      the Board on the day and year first above written, the Company has caused this
      Plan to be duly executed by its duly authorized officers.

    


    


    DATED:
      January 1, 2006

    


    
      	 	 	 
	 	UKARMA
              CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Bill
              Glaser
	 	
              
Bill
              Glaser, Chief Executive
              Officer




     

    
      
         

      

      
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