2008 STOCK OPTION PLAN

1.         PURPOSE OF PLAN

2.         DEFINITIONS

(a)      

" Board " means the board of directors of the Company.

(b)      

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

(c)      

" Committee " means the committee described in Section 5.

(d)      

" Companies " means the Company and any parent or subsidiary, as defined in Sections 424(e) and 424(f) of the Code.

(e)      

" Date of Grant " means the date on which an Option is granted, or on which the exercise price of an outstanding Option is modified.

(f)      

" Exercise Price " means the price per Share that an Optionee must pay in order to exercise an Option.

(g)      

" Incentive Stock Option " shall mean an Option granted under the Plan, designated at the time of such grant as an incentive stock option (and qualifying as such under Section 422 of the Code) and containing the terms specified herein for incentive stock options.

(h)      

" Non-Qualified Option " shall mean an Option granted under the Plan, which is designated at the time of such grant as a non-qualified option, which contains the terms specified herein for non-qualified options, and which fails to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

(i)      

" Option " means any stock option granted under the Plan and described either in Section 3(a) or 3(b).

(j)      

" Option Agreement " shall have the meaning set forth in Section 7.

(k)      

" Optionee " means a person to whom an Option has been granted under the Plan, which Option has not been exercised and has not expired or terminated.

(l)      

“OTC BB” means the Over-the-Counter Bulletin Board in the United States;

(m)      

" Shares " means common shares of the Company.

(n)      

" Ten Percent Shareholder " means a person who on the Date of the Grant owns, either directly or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock possessing more than ten percent of the total combined voting power of all classes of stock of his or her employer corporation or of its parent or subsidiary corporations, as defined respectively in Sections 424(e) and (f) of the Code.

(o)      

" Value " means on any given date, the fair market value of the Shares as determined by the Board or the Committee, taking into account all information that the Board or the Committee considers relevant, including applicable provisions of the Code and rulings and regulations thereunder.

(a)      

Incentive Stock Options, that give the Optionee the right for a specified time period to purchase a specified number of Shares at an Exercise Price not less than that specified in Section 7(a).

(b)      

Non-Qualified Options, that give the Optionee the right for a specified time period to purchase a specified number of Shares at an Exercise Price not less than that specified in Section 7(a).

4.         STOCK SUBJECT TO PLAN

5.         ADMINISTRATION OF PLAN

(a)      

The Plan shall be administered, and the grant of Options under this Plan shall be approved in advance, by the Board, or if the Board by resolution so decides, by a stock option committee (the " Committee ") designated by the Board, the members of which shall be appointed by and serve on such Committee at the pleasure of the Board.

(b)      

To the extent required for transactions under the Plan to qualify for exemptions available under Rule 16b-3 promulgated under the U.S. Securities Act (" Rule 16b- 3 "), if the Board shall delegate its authority to the Committee then each member of the Committee will be a " Non-Employee Director " within the meaning of Rule 16b-3.

To the extent required for compensation realized from the exercise of options issued under the Plan to be deductible by the Company or any of the Companies pursuant to Section 162(m) of the Code, the members of said Committee will be " outside directors " within the meaning of Section 162(m) of the Code.

(c)      

The Committee shall have the powers and authority vested in the Board hereunder (including the power and authority to interpret any provision of the Plan or of any Option). The members of any such Committee shall serve at the pleasure of the Board.

A majority of the members of the Committee shall constitute a quorum, and all actions of

the Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members of the Committee and any action so taken shall be fully effective as if it had been taken at a meeting.

(d)      

Subject to the provisions of this Plan and any Applicable Laws, and with a view to effecting its purpose, the Committee shall have sole authority, in its absolute discretion, to:

(i)         

construe and interpret this Plan;

(ii) 

define the terms used in the Plan;  

(ii) 

prescribe, amend and rescind the rules and regulations relating to this Plan;  

(iv)

correct any defect, supply any omission or reconcile any inconsistency in this Plan;  

(v) 

grant Options under this Plan;  

(vi)

determine the individuals to whom Options shall be granted under this Plan and whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option;  

(vi) 

determine the time or times at which Options shall be granted under this Plan;  

(viii)

determine the number of common shares subject to each Option, the exercise price of each Option, the duration of each Option and the times at which each Option shall become exercisable;  

(ix)

determine all other terms and conditions of the Options; and   

(x) 

make all other determinations and interpretations necessary and advisable for the administration of the Plan.  

(e)      

All decisions, determinations and interpretations made by the Committee shall be binding and conclusive on all participants in the Plan and on their legal representatives, heirs and beneficiaries.

6.         GRANTING OF OPTIONS

(a)      

Subject to Section 7 hereof, the Company may, from time to time, designate: the officers, employees, consultants and/or directors of any of the Companies to whom Options may be granted; the number of Shares covered by an Option; the relevant Exercise Price of an Option; the vesting provisions of an Option; and the term of an Option.

(b)      

An Incentive Stock Option shall not be granted to a director or consultant of any of the Companies unless, as of the Date of Grant, such director or consultant is also an officer or key employee of any of the Companies and also a U.S. resident.

(c)      

An Incentive Stock Option shall not be granted to a Ten Percent Shareholder except on such terms concerning the Exercise Price and period of exercise as are provided in Section 7 with respect to such a person.

(d)      

Any Option granted under the Plan shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the Shares subject to such Option upon any securities exchange or other self-regulatory entity or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or other self-regulatory entity or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such option or the issuance or purchase of Shares hereunder, such option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration, qualification, consent or approval.

(a)      

Exercise Price . In the case of a Non-Qualified Option, the Exercise Price per Share shall not be less than eighty-five percent (85%) of the Value of such Share on the Date of Grant. In the case of an Incentive Stock Option, the Exercise Price per share shall not be less than one hundred percent (100%) of the Value of such Share on the Date of Grant; provided that with respect to any Incentive Stock Options granted to a Ten Percent Shareholder, the Exercise Price per Share shall not be less than one hundred ten percent (110%) of the Value of such Share on the Date of Grant.

(b)      

Restriction on Transferability . No Option granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of by the Optionee, whether voluntarily or by operation of law, otherwise than by will or the laws of descent and distribution, and any attempt to do so will cause such Option to

be null and void. During the lifetime of the Optionee, an Option shall be exercisable only by him. Upon the death of an Optionee, the person to whom the rights shall have passed by will or by the laws of descent and distribution may exercise any Option in accordance with the provisions of Section 7(e).

(c)      

Payment . Full payment for Shares purchased upon the exercise of an Option shall be made in cash or by wire transfer (at the option of the Optionee), certified check, cashier's check, personal check or " cashless exercise " (i.e., the Company's retention of that number of Shares acquired by the Optionee on exercise, which, at the time of exercise, has an aggregate fair market value equal to the payment owed by the Optionee to the Company under this Section 7(c)). Upon the exercise of an Option, the Company shall have the right to require the Optionee to remit to the Company, in cash or by wire transfer, certified check, cashier's check or personal check, an amount sufficient to satisfy all U.S. federal, state and local withholding tax requirements prior to the delivery by the Company of any certificate for Shares.

(d)      

Issuance of Certificates . Upon payment of the Exercise Price, a certificate for the number of Shares shall be delivered to such Optionee by the Com