HEARTLAND OIL AND GAS CORP. 2008 STOCK OPTION/STOCK ISSUANCE PLAN

I. PURPOSE OF THE PLAN

       This 2008 Stock Option/Stock Issuance Plan (the “Plan”) is intended to promote the interests of Heartland Oil and Gas
Corp., a Nevada corporation, by providing eligible persons in the Corporation’s employ or service with the opportunity to acquire
a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue in
such employ or service.

       Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.

II. STRUCTURE OF THE PLAN

       A. The Plan shall be divided into two (2) separate equity programs:

          (i) the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator,
be granted options to purchase shares of Common Stock, and

          (ii) the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator,
be issued shares of Common Stock directly, either through the immediate purchase of such shares or as compensation or a bonus
for services rendered the Corporation (or any Parent or Subsidiary).

       B. The provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly
govern the interests of all persons under the Plan.

III. ADMINISTRATION OF THE PLAN

       A. The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by
the Board may be delegated to the Committee.

       B. The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such
rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under,
and issue such interpretations of, the Plan and any outstanding options or stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any
option grant or stock issuance thereunder.

IV. ELIGIBILITY

       A.   The persons eligible to participate in the Plan are as follows:

          (i) Employees,

          (ii) non-employee members of the Board or the non-employee members of the board of directors of any
Parent or Subsidiary, and

          (iii) consultants and other independent advisors who provide services to the Corporation (or any Parent or
Subsidiary).

       B.   The Plan Administrator shall have full authority to determine, (i) with respect to the grants made under the Option
Grant Program, which eligible persons are to receive such grants, the time or times when those grants are to be made, the number
of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Statutory
Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares
and the maximum term for which the option is to remain outstanding, and (ii) with respect to stock issuances made under the
Stock Issuance Program, which eligible persons are to receive such issuances, the time or times when those issuances are to be
made, the number of shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued shares and the
consideration to be paid by the Participant for such shares.

       C.   The Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option
Grant Program or to effect stock issuances in accordance with the Stock Issuance Program.

V. STOCK SUBJECT TO THE PLAN

       A.   The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock. The
maximum number of shares of Common Stock that may be issued over the term of the Plan shall not exceed 20,000,000 shares.

       B.   Shares of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan
to the extent (i) the options expire or terminate for any reason prior to exercise in full or (ii) the options are cancelled in
accordance with the cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan and subsequently
surrendered to the Corporation pursuant to the Corporation’s rights under the Plan shall be added back to the number of shares of
Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan.

       C.   Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan and (ii) the number and/or class of securities and the exercise price per share in effect under
each outstanding option in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the
Plan Administrator shall be final, binding and conclusive.

I. OPTION TERMS

       Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator;
PROVIDED, however, that each such document shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options.

       A. EXERCISE PRICE.

       1. The exercise price per share shall be fixed by the Plan Administrator at the time of the option grant and may be equal
to, less than or greater than the Fair Market Value per share of Common Stock on the option grant date.

       2. The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of
Section I of Article Four and the documents evidencing the option, be payable in cash or check made payable to the Corporation
or as follows:

          (i) in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation’s
earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date,

          (ii) to the extent the option is exercised for vested free trading shares, through a special sale and remittance
procedure pursuant to which the Optionee shall concurrently provide irrevocable instructions (A) to a Corporation-designated
brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such
exercise and (B) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to
complete the sale, or

          (iii) through the use of other “Cashless Exercise” provisions as determined by the Plan Administrator in its
sole discretion.

       Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased
shares must be made on the Exercise Date.

       B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at such time or times, during such
period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing
the option grant. However, no option shall have a term in excess of ten (10) years measured from the option grant date.

       C. EFFECT OF TERMINATION OF SERVICE.

       1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of
Service or death:

          (i) Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct,
then the Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise
each outstanding option held by such Optionee.

           (ii) Should Optionee’s Service terminate by reason of Disability, then the Optionee shall have a period of
twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held by such
Optionee.

           (iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her
estate or the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or the
Optionee’s designated beneficiary or beneficiaries of that option shall have a twelve (12)-month period following the date of the
Optionee’s death to exercise such option.

          (iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of
the option term.

           (v) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for
more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service.
Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall
terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option
shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding with respect to any and all
option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time
vested.

          (vi) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in
Misconduct while holding one or more outstanding options under the Plan, then all those options shall terminate immediately and
cease to remain outstanding.

       2. The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time
while the option remains outstanding, to:

          (i) extend the period of time for which the option is to remain exercisable following Optionee’s cessation of
Service or death from the limited period otherwise in effect for that option to such greater period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or

          (ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with
respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s
cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under
the option had the Optionee continued in Service.

       D. STOCKHOLDER RIGHTS. The holder of an option shall have no stockholder rights with respect to the shares
subject to the option until such person shall have exercised the option, paid the exercise price and become the recordholder of the
purchased shares.

       E. LIMITED TRANSFERABILITY OF OPTIONS. An Incentive Stock Option shall be exercisable only by the
Optionee during his or her lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance
following the Optionee’s death. A Non-Statutory Option may be assigned in whole or in part during the Optionee’s lifetime to
one or more members of the Optionee’s family or to a trust established exclusively for one or more such family members or to
Optionee’s former spouse, to the extent such assignment is in connection with the Optionee’s estate plan or pursuant to a
domestic relations order. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest
in the Non-Statutory Option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in
effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the
Plan Administrator may deem appropriate. Notwithstanding the foregoing, the Optionee may also designate one or more persons
as the beneficiary or beneficiaries of his or her outstanding options under the Plan, and those options shall, in accordance with
such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding those
options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and conditions of the
applicable agreement evidencing each such transferred option, including (without limitation) the limited time period during
which the option may be exercised following the Optionee’s death.

II. INCENTIVE OPTIONS

       The terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this
Section II, all the provisions of Articles One, Two and Four shall be applicable to Incentive Options. Options which are
specifically designated as Non-Statutory Options shall not be subject to the terms of this Section II.

       A. ELIGIBILITY. Incentive Options may only be granted to Employees.

       B. EXERCISE PRICE. The exercise price per share shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the option grant date. If the person to whom the Incentive Option is granted is a
10% Stockholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market
Value per share of Common Stock on the option grant date.

       C. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares of Common Stock (determined as of the
respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan
of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one (1)
calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2)
or more such options which become exercisable for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted.

       D. 10% STOCKHOLDER. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the
option term shall not exceed five (5) years measured from the option grant date.

III. CHANGE IN CONTROL

       A. The shares subject to each option outstanding under the Plan at the time of a Change in Control shall automatically
vest in full so that each such option shall, immediately prior to the effective date of the Change in Control, become exercisable
for all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock. However, the shares subject to an outstanding option shall NOT vest on such an
accelerated basis if and to