REVISED 2009 EQUITY INCENTIVE PLAN

1.1   Establishment     Golden Eagle International, Inc., a Colorado corporation (the “ Company ”), adopts this Revised 2009   Equity Incentive Plan (the “ Revised Plan ” or “ Plan ”), effective as of the Effective Date (as defined in Article II below).  The Revised Plan is established for selected employees, consultants and advisors and non-employee directors of the Company and its Affiliates (as defined in Article II below).  The Plan permits the grant of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, restricted stock awards, and other stock grants to selected employees, consultants and advisors and non-employee directors of the Company and its Affiliates.

1.2   Purpose      The purpose of the Plan is to provide financial incentives for selected employees, consultants and advisors, and non-employee directors of the Company and its Affiliates, thereby promoting the long-term growth and financial success of the Company by (a) attracting and retaining the most qualified officers, directors, key employees, and other persons, (b) strengthening the capability of the Company and its Affiliates to develop, maintain and direct a competent management team, (c) providing an effective means for selected employees, consultants and advisors and non-employee directors to acquire and maintain a direct proprietary interest in the operations and future success of the Company, (d) motivating employees to achieve long-range performance goals and objectives, and (e) providing incentive compensation opportunities competitive with those of other organizations.

2.1   Definitions     The following terms shall have the meanings set forth below:

(a)   “Affiliate” means, with respect to the Company, (i) any Subsidiary of the Company, and (ii) any other corporation or entity that is affiliated with the Company through stock ownership or otherwise and is designated as an “Affiliate” by the Board, provided, however, that for purposes of Incentive Options granted pursuant to the Plan, an “Affiliate” means any parent or subsidiary of the Company as defined in Section 424 of the Code.

(b)    “Award” means an Option, a Restricted Stock Award, grants of Stock pursuant to Article IX or other issuances of Stock hereunder.

(c)   “Award Agreement” means an Option Agreement, Restricted Stock Agreement or a written agreement evidencing any other Award under this Plan.

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

(e)   “Change in Control” means any of the following:

(i)   Merger; Reorganization .  Any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the voting power of the surviving or successor entity immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’ voting power is transferred, excluding (A) any consolidation or merger effected exclusively to change the domicile of the Company, (B) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof or (C) any transaction or series of transactions for the purpose of creating a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction or series of transactions; or

(ii)   Other Transactions .  A sale, lease or other disposition of all or substantially all of the assets of the Company.

(f)   “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

(g)   “Committee” means the Board, or if so delegated by the Board, a committee consisting of not less than two members of the Board who are empowered hereunder to take actions in the administration of the Plan. If applicable, the Committee shall be so constituted at all times as to permit the Plan to comply with Rule 16b-3 or any successor rule promulgated under the Exchange Act.  Except as provided in Section 3.2, the Committee shall select Participants from Eligible Employees, Eligible Consultants and Eligible Non-Employee Directors of the Company and its Affiliates and shall determine the Awards to be made pursuant to the Plan and the terms and conditions thereof.

(h)   “Company” has the meaning given to that term in Section 1.1 hereof.

(i)   “Disabled” or “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(j)   Domestic Relations Order means any judgment, decree, or order (including approval of a property settlement agreement) that is made pursuant to a state domestic relations law and that relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant.

(k)   “Effective Date” means the original effective date of the Revised Plan, October 7, 2009.

(l)   “Eligible Consultants” means those consultants and advisors to the Company or an Affiliate who are determined, by the Committee, to be individuals (i) whose services are important to the Company or an Affiliate and who are eligible to receive Awards, other than Incentive Options, under the Plan, and (ii) who meet the conditions for eligibility under such other exemptions from registration under the Securities Act as may be applicable.

(m)   “Eligible Employees” means those employees (including, without limitation, officers and directors who are also employees) of the Company or any Affiliate, upon whose judgment, initiative and efforts the Company is, or will become, largely dependent for the successful conduct of its business.  For purposes of the Plan, an employee is any individual who provides services to the Company or any Affiliate as a common law employee and whose remuneration is subject to the withholding of federal income tax pursuant to Section 3401 of the Code.  The term “Eligible Employee” shall not include any individual (A) who provides services to the Company or an Affiliate under an agreement, contract, or any other arrangement pursuant to which the individual is initially classified as an independent contractor or (B) whose remuneration for services has not been treated initially as subject to the withholding of federal income tax pursuant to Section 3401 of the Code even if the individual is subsequently reclassified as a common law employee as a result of a final decree of a court of competent jurisdiction or the settlement of an administrative or judicial proceeding.  Leased employees may, in the discretion of the Committee, be treated as employees under this Plan.

(n)   “Eligible Non-Employee Director” means any person serving on the Board who is not an employee of the Company or any Affiliate.

(o)   “Exchange Act” means the Securities Exchange Act of 1934, as it may be amended from time to time.

(p)   “Fair Market Value” means, as of a given date, (i) the closing price of a Share on the principal stock exchange on which the Stock is then trading, if any (or as reported on any composite index that includes such principal exchange) on such date, or if Shares were not traded on such date, then on the next preceding date on which a trade occurred; or (ii) if the Stock is not traded on an exchange but is quoted on the OTC Bulletin Board or a successor quotation system, the mean between the closing representative bid and asked prices for the Stock on such date as reported by the OTC Bulletin Board or such successor quotation system; or (iii) if the Stock is not publicly traded on an exchange and not quoted on the OTC Bulletin Board or a successor quotation system, the Fair Market Value of a Share shall be determined by the Committee acting in good faith.

(q)   “Forfeiture Restrictions” has the meaning given to that term in Section 8.2 hereof.

(r)    “Incentive Option” means an Option designated as such and granted in accordance with Section 422 of the Code.

(s)   “Misconduct” means, unless explicitly provided for otherwise in an Award Agreement, any of the following: (i) violation of any material term of any written employment agreement entered into between the Company (or any of its Affiliates) and the Option Holder; (ii) any grossly negligent, fraudulent, criminal, malicious or willful act or failure to act on the part of Option Holder, or any other conduct on Option Holder's part intended to or likely to injure the business or reputation of the Company or any of its Affiliates, but shall not include the death or Disability of Option Holder or any absence due to his or her illness, incapacity or injury as specifically permitted by any written employment agreement between the Company (or any of its Affiliates) and Option Holder; (iii) failure to meet the job performance expectations of the Company or any of its Affiliates after having received written or verbal notice of the expectations and giving Option Holder a reasonable period of time to meet expectations; (iv) theft, misuse or misappropriation of property, money or time of the Company or any of its Affiliates; (v) being intoxicated or under the influence of alcohol or drugs (not prescribed by a physician) while at work or performing work-related activities; (vii) disloyalty or breach of Option Holder's fiduciary duty(ies); (viii) any material unauthorized use or disclosure by such person of confidential information or trade secrets of the Company or any of its Affiliates; or (ix) any other reason in the policies of the Company or any of its Affiliates that would be grounds for discharge of employees of the Company or such Affiliate.  For purposes of this definition, the terms “Company” and “Affiliate” shall include any Successor of the Company and/or such Affiliate.  The foregoing definition shall not in any way preclude or restrict the right of the Company or any Affiliate (or its respective Successor) to discharge or dismiss the Option Holder from the Service of the Company or any Affiliate (or its respective Successor) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.

(t)   “Non-Qualified Option” means any Option other than an Incentive Option.

(u)   “Option” means a right to purchase Stock at a stated or formula price for a specified period of time.  Options granted under the Plan shall be either Incentive Options or Non-Qualified Options.

(v)   “Option Agreement” has the meaning given to that term in Section 7.2 hereof.

(w)   “Option Holder” means a Participant who has been granted one or more Options under the Plan.

(x)   “Option Period” means the period of time, determined by the Committee, during which an Option may be exercised by the Option Holder.

(y)   “Option Price” has the meaning given to that term in Subsection 7.2(b) hereof.

(z)   “Participant” means an Eligible Employee, Eligible Consultant, or Eligible Non-Employee Director designated by the Committee from time to time during the term of the Plan to receive one or more Awards available under the Plan.

(aa)   “Plan” has the meaning given to that term in Section 1.1 hereof.

(bb)   “Repurchase Rights” has the meaning given to that term in Subsection 7.2(d) hereof.

(cc)   “Restricted Stock Agreement” has the meaning given to that term in Section 8.1 hereof.

(dd)   “Restricted Stock Award” means an award of Stock granted to a Participant pursuant to ARTICLE VIII that is subject to certain restrictions imposed in accordance with the provisions of such Section.

(ee)   “Section 16” has the meaning given to that term in Subsection 13.2(c) hereof.

(ff)   “Securities Act” means the Securities Act of 1933, as it may be amended from time to time.

(gg)   “Service ”   means service to the Company or an Affiliate   as an employee, a non-employee director or a consultant or advisor, except to the extent otherwise specifically provided in an Award Agreement.  The Committee determines which leaves of absence count toward Service, and when Service terminates for all purposes under the Plan.  Further, unless otherwise determined by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change in capacity in which the Participant provides Service to the Company or an Affiliate or a transfer between the Company and its Affiliates; provided there is no interruption or other termination of Service.

(hh)    “Share” means one whole share of Stock.

(ii)    “Stock” means the $0.0001 par value common stock of the Company.

(jj)   “ Subsidiary ” means any corporation more than 50% of the outstanding voting securities of which are owned by the Company or any other Subsidiary, directly or indirectly, or a partnership or limited liability company in which the Company or any Subsidiary is a general partner or manager or holds interests entitling it to receive more than 50% of the profits or losses of the partnership or limited liability company.

(kk)   “ Successor ” has the meaning given to that term in Subsection 5.2(a) hereof.

(ll)   “Tax Date” has the meaning given to that term in Section 13.2 hereof.

2.2   Gender and Number

.  Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

3.1   General .  The Plan shall be administered by the Committee.  In accordance with the provisions of the Plan, the Committee shall, in its sole discretion, select the Participants from among the Eligible Employees, Eligible Consultants and Eligible Non-Employee Directors, determine the Awards to be made pursuant to the Plan, or shares of Stock to be issued thereunder and the time at which such Awards are to be made, fix the Option Price, period and manner in which an Option becomes exercisable, establish the duration and nature of Restricted Stock Award restrictions, establish the terms and conditions applicable to, and establish such other terms and requirements of the various compensation incentives under the Plan as the Committee may deem necessary or desirable, and consistent with the terms of the Plan.  The Committee shall determine the form or forms of the agreements with Participants that shall evidence the particular provisions, terms, conditions, rights and duties of the Company and the Participants with respect to Awards granted pursuant to the Plan, which provisions need not be identical except as may be provided herein; provided, however, that Eligible Consultants and Eligible Non-Employee Directors shall not be eligible to receive Incentive Options.  The Committee may from time to time adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company.  The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement entered into hereunder in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency.  The Committee and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any executive officer, other officer or employee of the Company or its Affiliates or the Company’s auditors, consultants or any other agents assisting in the administration of the Plan.  Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company or its Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.  The determinations, interpretations and other actions of the Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all persons.

3.2   Delegation by Committee .  The Committee may, from time to time, delegate, to specified officers of the Company, the power and authority to grant Awards under the Plan to specified groups of Eligible Employees, Eligible Consultants and Eligible Non-Employee Directors, subject to such restrictions and conditions as the Committee, in its sole discretion, may impose.  The delegation shall be as broad or as narrow as the Committee shall determine.  To the extent that the Committee has delegated the authority to determine certain terms and conditions of an Award, all references in the Plan to the Committee’s exercise of authority in determining such terms and conditions shall be construed to include the officer or officers to whom the Committee has delegated the power and authority to make such determination.  At any time that the Company is subject to the reporting requirements of the Exchange Act or has a class of securities registered under the Exchange Act, the power and authority to grant Awards to any Eligible Employee, Eligible Consultant or Eligible Non-Employee Director who is covered by Section 16(b) of the Exchange Act shall not be delegated by the Committee.

3.3   Contractual Limitations .  The Committee shall in exercising its discretion under the Plan comply with all contractual obligations of the Company in effect from time to time, whether contained in the Company’s Certificate of Incorporation, By-laws or other binding contract.

4.1   Number of Shares .  (a)  The maximum aggregate number of Shares that may be issued under the Plan pursuant to Awards is 750,000,000 Shares.  Upon exercise of an option (whether granted under this Plan or otherwise), the Shares issued upon exercise of such option shall no longer be considered to be subject to an outstanding Award or option for purposes of the immediately preceding sentence.  Notwithstanding anything to the contrary contained herein, no Award granted hereunder shall become void or otherwise be adversely affected solely because of a change in the number of Shares of the Company that are issued and outstanding from time to time, provided that changes to the issued and outstanding Shares may result in adjustments to outstanding Awards in accordance with the provisions of this ARTICLE IV. The maximum number of Shares that may be issued under Incentive Options is 750,000,000 Shares.

(b)           The Shares may be either authorized and unissued Shares or previously issued Shares acquired by the Company.  The maximum numbers may be increased from time to time by approval of the Board and by the stockholders of the Company if, in the opinion of counsel for the Company, stockholder approval is required.  Stockholder approval shall not be required for increases solely pursuant to Section 4.3 below.  The Company shall at all times during the term of the Plan and while any Options are outstanding retain as authorized and unissued Stock at least the number of Shares from time to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder.

4.2   Other Shares of Stock .  Any Shares that are subject to an Option that expires or for any reason is terminated unexercised, any Shares that are subject to an Award (other than an Option) and that are forfeited, and any Shares withheld for the payment of taxes or received by the Company as payment of the exercise price of an Option shall automatically become available for use under the Plan.

4.3   Adjustments for Stock Split, Stock Dividend, Etc.     If the Company shall at any time increase or decrease the number of its authorized or outstanding Shares (or both its authorized and outstanding shares) or change in any way the rights and privileges of such Shares by means of the payment of a stock dividend or any other distribution upon such Shares payable in Stock, or through a stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the Stock, then in relation to the Stock that is affected by one or more of the above events, the numbers, exercise price, rights and privileges of the following shall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and nonassessable at the time of such occurrence:  (i) the Shares as to which Awards may be granted under the Plan, (ii) the Shares then included in each outstanding Award granted hereunder, (iii) the maximum number of Shares available for grant pursuant to Incentive Options, and (iv) the number of Shares subject to a delegation of authority under Section 3.2 of this Plan.

4.4   Other Distributions and Changes in the Stock     If

(a)   The Company shall at any time distribute with respect to the Stock assets or securities of persons other than the Company (excluding (i) cash or (ii) distributions referred to in Section 4.3), or

(b)   The Company shall at any time grant to the holders of its Stock rights to subscribe pro rata for additional shares thereof or for any other securities of the Company, or

(c)   There shall be any other change (except as described in Section 4.3) in the number or kind of outstanding Shares or of any stock or other securities into which the Stock shall be changed or for which it shall have been exchanged,

then the Committee shall make an equitable adjustment, in such manner as the Committee deems appropriate, to the number, class and kind of Shares subject to outstanding Awards and, if applicable, the Option Price.  Notwithstanding the foregoing provisions of this Section 4.4, pursuant to Section 8.3 below, a Participant holding Stock received as a Restricted Stock Award shall have the right to receive all amounts, including cash and property of any kind, distributed with respect to the Stock after such Restricted Stock Award was granted upon the Participant’s becoming a holder of record of the Stock.

4.5   General Adjustment Rules .  No adjustment or substitution provided for in this ARTICLE IV shall require the Company to sell a fractional Share under any Option, or otherwise issue a fractional Share, and the total substitution or adjustment with respect to each Option and other Award shall be limited by deleting any fractional Share.  In the case of any such substitution or adjustment, the aggregate Option Price for the total number of Shares then subject to an Option shall remain unchanged but the Option Price per Share under each such Option shall be equitably adjusted by the Committee to reflect the greater or lesser number of Shares or other securities into which the Stock subject to the Option may have been changed, and appropriate adjustments shall be made to other Awards to reflect any such substitution or adjustment.

4.6   Determination by the Committee, Etc.   Adjustments under this ARTICLE IV shall be made by the Committee, whose determinations with regard thereto shall be final and binding upon all parties thereto.

5.1   Change in Control Provisions Applicable at the Discretion of the Committee  (a)   Unless the Option Agreement provides to the contrary pursuant to Section 7.2(d), the Award shall automatically accelerate and vest in full or in part upon the occurrence of a Change in Control (and any Forfeiture Restrictions or Repurchase Rights of the Company with respect to unvested Shares received pursuant to the Award shall immediately terminate), whether or not the Award is to be assumed in the Change in Control or the Forfeiture Restrictions or Repurchase Rights of the Company would otherwise continue in effect pursuant to the Change in Control.

(b)   Unless the Option Agreement provides to the contrary pursuant to Section 7.2(d), all of the Shares subject to each Option will automatically vest on an accelerated basis should the Option Holder’s Service terminate by reason of an involuntary termination within a designated period (12 months, unless otherwise set forth by the Committee but not to exceed 18 months