AMAZON BIOTECH, INC. 2006 STOCK INCENTIVE PLAN NO. 3

AMAZON BIOTECH, INC.

2006 STOCK INCENTIVE PLAN NO. 3

1. Purpose. The purpose of the 2006 Stock Incentive Plan No. 3 of Amazon

Biotech, Inc. is to further align the interests of employees, directors and

non-employee Consultants with those of the stockholders by providing incentive

compensation opportunities tied to the performance of the Common Stock and by

promoting increased ownership of the Common Stock by such individuals. The Plan

is also intended to advance the interests of the Company and its stockholders by

attracting, retaining and motivating key personnel upon whose judgment,

initiative and effort the successful conduct of the Company's business is

largely dependent.

2. Definitions. Wherever the following capitalized terms are used in the

Plan, they shall have the meanings specified below:

"Affiliate" means (i) any entity that would be treated as an

"affiliate" of the Company for purposes of Rule 12b-2 under the Exchange

Act and (ii) any joint venture or other entity in which the Company has a

direct or indirect beneficial ownership interest representing at least

one-third (1/3) of the aggregate voting power of the equity interests of

such entity or one-third (1/3) of the aggregate fair market value of the

equity interests of such entity, as determined by the Committee.

"Award" means an award of a Stock Option, Stock Award, or Restricted

Stock Award granted under the Plan.

"Award Agreement" means a written or electronic agreement entered

into between the Company and a Participant setting forth the terms and

conditions of an Award granted to a Participant.

"Board" means the Board of Directors of the Company. "Code" means

the Internal Revenue Code of 1986, as amended. "Common Stock" means the

Company's common stock, $0.001 par value per share. "Committee" means the

Compensation Committee of the Board, or such other committee of the Board

appointed by the Board to administer the Plan, or if no such committee

exists, the Board.

"Company" means Amazon Biotech, Inc., a Utah corporation.

"Consultant" means any person which is a consultant or advisor to

the Company and which is a natural person and who provides bona fide

services to the Company which are not in connection with the offer or sale

of securities in a capital-raising transaction for the Company, and do not

directly or indirectly promote or maintain a market for the Company's

securities.

"Date of Grant" means the date on which an Award under the Plan is

made by the Committee, or such later date as the Committee may specify to

be the effective date of an Award.

"Disability" means a Participant being considered "disabled" within

the meaning of Section 409A(a)(2)(C) of the Code, unless otherwise

provided in an Award Agreement.

"Eligible Person" means any person who is an employee of the Company

or any Affiliate or any person to whom an offer of employment with the

Company or any Affiliate is extended, as determined by the Committee, or

any person who is a Non-Employee Director, or any person who is Consultant

to the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as

amended.

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"Fair Market Value" means the mean between the highest and lowest

reported sales prices of the Common Stock on the New York Stock Exchange

Composite Tape or, if not listed on such exchange, on any other national

securities exchange on which the Company's common stock is listed or on

The Nasdaq Stock Market, or, if not so listed on any other national

securities exchange or The Nasdaq Stock Market, then the average of the

bid price of the Company's common stock during the last five trading days

on the OTC Bulletin Board immediately preceding the last trading day prior

to the date with respect to which the Fair Market Value is to be

determined. If the Company's common stock is not then publicly traded,

then the Fair Market Value of the Common Stock shall be the book value of

the Company per share as determined on the last day of March, June,

September, or December in any year closest to the date when the

determination is to be made. For the purpose of determining book value

hereunder, book value shall be determined by adding as of the applicable

date called for herein the capital, surplus, and undivided profits of the

Company, and after having deducted any reserves theretofore established;

the sum of these items shall be divided by the number of shares of the

Company's common stock outstanding as of said date, and the quotient thus

obtained shall represent the book value of each share of the Company's

common stock.

"Incentive Stock Option" means a Stock Option granted under Section

6 hereof that is intended to meet the requirements of Section 422 of the

Code and the regulations thereunder.

"Non-Employee Director" means any member of the Board who is not an

employee of the Company. "Nonqualified Stock Option" means a Stock Option

granted under Section 6 hereof that is not an Incentive Stock Option.

"Participant" means any Eligible Person who holds an outstanding

Award under the Plan. "Plan" means the 2006 Stock Incentive Plan No. 3 of

Amazon Biotech, Inc. as set forth herein, as amended from time to time.

"Restricted Stock Award" means a grant of shares of Common Stock to

an Eligible Person under Section 8 hereof that are issued subject to such

vesting and transfer restrictions as the Committee shall determine and set

forth in an Award Agreement.

"Service" means a Participant's employment with the Company or any

Affiliate or a Participant's service as a Non-Employee Director with the

Company, as applicable.

"Stock Award" means a grant of shares of Common Stock to an Eligible

Person under Section 7 hereof that are issued free of transfer

restrictions and forfeiture conditions.

"Stock Option" means a contractual right granted to an Eligible

Person under Section 6 hereof to purchase shares of Common Stock at such

time and price, and subject to such conditions, as are set forth in the

Plan and the applicable Award Agreement.

3. Administration.

3.1 Committee Members. The Plan shall be administered by a Committee

comprised of one or more members of the Board, or if no such committee exists,

the Board.

3.2 Committee Authority. The Committee shall have such powers and

authority as may be necessary or appropriate for the Committee to carry out its

functions as described in the Plan. Subject to the express limitations of the

Plan, the Committee shall have authority in its discretion to determine the

Eligible Persons to whom, and the time or times at which, Awards may be granted,

the number of shares, units or other rights subject to each Award, the exercise,

base or purchase price of an Award (if any), the time or times at which an Award

will become vested, exercisable or payable, the performance goals and other

conditions of an Award, the duration of the Award, and all other terms of the

Award. Subject to the terms of the Plan, the Committee shall have the authority

to amend the terms of an Award in any manner that is not inconsistent with the

Plan, provided that no such action shall adversely affect the rights of a

Participant with respect to an outstanding Award without the Participant's

consent. The Committee shall also have discretionary authority to interpret the

Plan, to make factual determinations under the Plan, and to make all other

determinations necessary or advisable for Plan administration, including,

without limitation, to correct any defect, to supply any omission or to

reconcile any inconsistency in the Plan or any Award Agreement hereunder. The

Committee may prescribe, amend, and rescind rules and regulations relating to

the Plan. The Committee's determinations under the Plan need not be uniform and

may be made by the Committee selectively among Participants and Eligible

Persons, whether or not such persons are similarly situated. The Committee

shall, in its discretion, consider such factors as it deems relevant in making

its interpretations, determinations and actions under the Plan including,

without limitation, the recommendations or advice of any officer or employee of

the Company or such attorneys, consultants, accountants or other advisors as it

may select. All interpretations, determinations and actions by the Committee

shall be final, conclusive, and binding upon all parties.

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3.3 Delegation of Authority. The Committee shall have the right, from time

to time, to delegate to one or more officers of the Company the authority of the

Committee to grant and determine the terms and conditions of Awards granted

under the Plan, subject to the requirements of state law and such other

limitations as the Committee shall determine. In no event shall any such

delegation of authority be permitted with respect to Awards to any members of

the Board or to any Eligible Person who is subject to Rule 16b-3 under the

Exchange Act or Section 162(m) of the Code. The Committee shall also be

permitted to delegate, to any appropriate officer or employee of the Company,

responsibility for performing certain ministerial functions under the Plan. In

the event that the Committee's authority is delegated to officers or employees

in accordance with the foregoing, all provisions of the Plan relating to the

Committee shall be interpreted in a manner consistent with the foregoing by

treating any such reference as a reference to such officer or employee for such

purpose. Any action undertaken in accordance with the Committee's delegation of

authority hereunder shall have the same force and effect as if such action was

undertaken directly by the Committee and shall be deemed for all purposes of the

Plan to have been taken by the Committee.

4. Shares Subject to the Plan.

4.1 Maximum Share Limitations. Subject to Section 4.3 hereof, the maximum

aggregate number of shares of Common Stock that may be issued and sold under all

Awards granted under the Plan shall be Seven Million (7,000,000) shares. Shares

of Common Stock issued and sold under the Plan may be either authorized but

unissued shares or shares held in the Company's treasury. To the extent that any

Award involving the issuance of shares of Common Stock is forfeited, cancelled,

returned to the Company for failure to satisfy vesting requirements or other

conditions of the Award, or otherwise terminates without an issuance of shares

of Common Stock being made thereunder, the shares of Common Stock covered

thereby will no longer be counted against the foregoing maximum share

limitations and may again be made subject to Awards under the Plan pursuant to

such limitations. Any Awards or portions thereof that are settled in cash and

not in shares of Common Stock shall not be counted against the foregoing maximum

share limitations.

4.2 Adjustments. If there shall occur any change with respect to the

outstanding shares of Common Stock by reason of any recapitalization,

reclassification, stock dividend, extraordinary dividend, stock split, reverse

stock split or other distribution with respect to the shares of Common Stock, or

any merger, reorganization, consolidation, combination, spin-off or other

similar corporate change, or any other change affecting the Common Stock, the

Committee may, in the manner and to the extent that it deems appropriate and

equitable to the Participants and consistent with the terms of the Plan, cause

an adjustment to be made in (i) the maximum number and kind of shares provided

in Section 4.1 hereof, (ii) the number and kind of shares of Common Stock, or

other rights subject to then outstanding Awards, (iii) the exercise or base

price for each share or other right subject to then outstanding Awards, and (iv)

any other terms of an Award that are affected by the event. Notwithstanding the

foregoing, in the case of Incentive Stock Options, any such adjustments shall,

to the extent practicable, be made in a manner consistent with the requirements

of Section 424(a) of the Code.

4.3 Anti-Dilution. Notwithstanding anything contained in the Plan to cover

the contrary, including any adjustments discussed in this Section 4, the maximum

aggregate number of shares of Common Stock that may be issued and sold under all

Awards granted under the Plan shall be anti-dilutive in the event of a reverse

stock split by the Company and shall not result in any reduction in the number

of shares available and authorized under the Plan at the effective time of such

reverse stock split(s).

5. Participation and Awards.

5.1 Designations of Participants. All Eligible Persons are eligible to be

designated by the Committee to receive Awards and become Participants under the

Plan. The Committee has the authority, in its discretion, to determine and

designate from time to time those Eligible Persons who are to be granted Awards,

the types of Awards to be granted and the number of shares of Common Stock or

units subject to Awards granted under the Plan. In selecting Eligible Persons to

be Participants and in determining the type and amount of Awards to be granted

under the Plan, the Committee shall consider any and all factors that it deems

relevant or appropriate.

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5.2 Determination of Awards. The Committee shall determine the terms and

conditions of all Awards granted to Participants in accordance with its

authority under Section 3.2 hereof. An Award may consist of one type of right or

benefit hereunder or of two or more such rights or benefits granted in tandem or

in the alternative. In the case of any fractional share or unit resulting from

the grant, vesting, payment or crediting of dividends or dividend equivalents

under an Award, the Committee shall have the discretionary authority to (i)

disregard such fractional share or unit, (ii) round such fractional share or

unit to the nearest lower or higher whole share or unit, or (iii) convert such

fractional share or unit into a right to receive a cash payment. To the extent

deemed necessary by the Committee, an Award shall be evidenced by an Award

Agreement as described in Section 11.1 hereof.

6. Stock Options.

6.1 Grant of Stock Options. A Stock Option may be granted to any Eligible

Person selected by the Committee. Subject to the provisions of Section 6.8

hereof and Section 422 of the Code, each Stock Option shall be designated, in

the discretion of the Committee, as an Incentive Stock Option or as a

Nonqualified Stock Option.

6.2 Exercise Price. The exercise price per share of a Stock Option shall

not be less than 85 percent of the Fair Market Value of the shares of Common

Stock on the Date of Grant, provided that the Committee may in its discretion

specify for any Stock Option an exercise price per share that is higher than the

Fair Market Value on the Date of Grant, except that the price shall not be less

than 110 percent of the Fair Market Value in the case of any person who owns

securities possessing more than 10 percent of the total combined voting power of

all classes of securities of the Company.

6.3 Vesting of Stock Options. The Committee shall in its discretion

prescribe the time or times at which, or the conditions upon which, a Stock

Option or portion thereof shall become vested and/or exercisable, and may

accelerate the vesting or exercisability of any Stock Option at any time,

provided, however, that any Stock Option shall vest at the rate of at least

twenty percent (20%) per year over five (5) years from the date the Stock Option

is granted, subject to reasonable conditions as may be provided for in the Award

Agreement. However, in the case of a Stock Option granted to officers,

Non-employee Directors, managers or Consultants of the Company, the Stock Option

may become fully exercisable, subject to reasonable conditions, at anytime or

during any period established by the Company. The requirements for vesting and

exercisability of a Stock Option may be based on the continued Service of the

Participant with the Company or its Affiliates for a specified time period (or

periods) or on the attainment of specified performance goals established by the

Committee in its discretion.

6.4 Term of Stock Options. The Committee shall in its discretion prescribe

in an Award Agreement the period during which a vested Stock Option may be

exercised, provided that the maximum term of a Stock Option shall be ten years

from the Date of Grant. Except as otherwise provided in this Section 6 or as

otherwise may be provided by the Committee, no Stock Option issued to an

employee or a Non-Employee Director of the Company may be exercised at any time

during the term thereof unless the employee or a Non-Employee Director

Participant is then in the Service of the Company or one of its Affiliates.

6.5 Termination of Service. Subject to Section 6.8 hereof with respect to

Incentive Stock Options, the Stock Option of any Participant whose Service with

the Company or one of its Affiliates is terminated for any reason shall

terminate on the earlier of (A) the date that the Stock Option expires in

accordance with its terms or (B) unless otherwise provided in an Award

Agreement, and except for termination for cause (as described in Section 10.2

hereof), the expiration of the applicable time period following termination of

Service, in accordance with the following: (1) twelve months if Service ceased

due to Disability, (2) eighteen months if Service ceased at a time when the

Participant is eligible to elect immediate commencement of retirement benefits

at a specified retirement age under a pension plan to which the Company or any

of its Affiliates had made contributions, (3) eighteen months if the Participant

died while in the Service of the Company or any of its Affiliates, or (iv) three

months if Service ceased for any other reason. During the foregoing applicable

period, except as otherwise specified in the Award Agreement or in the event

Service was terminated by the death of the Participant, the Stock Option may be

exercised by such Participant in respect of the same number of shares of Common

Stock, in the same manner, and to the same extent as if he or she had remained

in the continued Service of the Company or any Affiliate during the first three

months of such period; provided that no additional rights shall vest after such

three months. The Committee shall have authority to determine in each case

whether an authorized leave of absence shall be deemed a termination of Service

for purposes hereof, as well as the effect of a leave of absence on the vesting

and exercisability of a Stock Option. Unless otherwise provided by the

Committee, if an entity ceases to be an Affiliate of the Company or otherwise

ceases to be qualified under the Plan or if all or substantially all of the

assets of an Affiliate of the Company are conveyed (other than by encumbrance),

such cessation or action, as the case may be, shall be deemed for purposes

hereof to be a termination of the Service.

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6.6 Stock Option Exercise; Tax Withholding. Subject to such terms and

conditions as shall be specified in an Award Agreement, a Stock Option may be

exercised in whole or in part at any time during the term thereof by notice in

the form required by the Company, together with payment of the aggregate

exercise price therefor and applicable withholding tax. Payment of the exercise

price shall be made in the manner set forth in the Award Agreement, unless

otherwise provided by the Committee: (i) in cash or by cash equivalent

acceptable to the Committee, (ii) by payment in shares of Common Stock that have

been held by the Participant for at least six months (or such period as the

Committee may deem appropriate, for accounting purposes or otherwise) valued at

the Fair Market Value of such shares on the date of exercise, (iii) through an

open-market, broker-assisted sales transaction pursuant to which the Company is

promptly delivered the amount of proceeds necessary to satisfy the exercise

price, (iv) by a combination of the methods described above or (v) by such other

method as may be approved by the Committee and set forth in the Award Agreement.

In addition to and at the time of payment of the exercise price, the Participant

shall pay to the Company the full amount of any and all applicable income tax,

employment tax and other amounts required to be withheld in connection with such

exercise, payable under such of the methods described above for the payment of

the exercise price as may be approved by the Committee and set forth in the

Award Agreement.

6.7 Limited Transferability of Nonqualified Stock Options. All Stock

Options shall be nontransferable except (i) upon the Participant's death, in

accordance with Section 11.2 hereof or (ii) in the case of Nonqualified Stock

Options only, for the transfer of all or part of the Stock Option to a

Participant's "family member" (as defined for purposes of the Form S-8

registration statement under the Securities Act of 1933), as may be approved by

the Committee in its discretion at the time of proposed transfer. The transfer

of a Nonqualified Stock Option may be subject to such terms and conditions as

the Committee may in its discretion impose from time to time. Subsequent

transfers of a Nonqualified Stock Option shall be prohibited other than in

accordance with Section 11.2 hereof.

6.8 Additional R