SMALL CAP STRATEGIES, INC. 2008 STOCK OPTION PLAN

EXHIBIT 10.1

SMALL CAP STRATEGIES, INC.

2008 STOCK OPTION PLAN

1. Purposes of the Plan. The purposes of the "Plan" (as defined herein) are to

attract and retain the best available personnel for positions of

substantial responsibility, to provide additional incentive to Employees

and Consultants and to promote the success of the Company's business

through the issuance of options, stock purchase rights, other stock-based

awards, and other benefits. Options granted under the Plan may be Incentive

Stock Options or Nonstatutory Stock Options. Stock purchase rights may also

be granted under the Plan

2. Definitions. As used herein, the following definitions shall apply:

a. "Administrator" means the Board or any of its Committees appointed

pursuant to Section 4 of the Plan to administer the Plan.

b. "Award" means any award or benefit granted to any participant under

the Plan, including, without limitation, the grant of Options, Stock

Purchase Rights, and other Stock-based awards and other benefits.

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

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

e. "Committee" means a Committee appointed by the Board of Directors in

accordance with Section 4 of the Plan.

f. "Common Stock" means the Common Stock of the Company.

g. "Company" means Small Cap Strategies, Inc.

h. "Consultant" means any person, including an advisor, who is not an

Employee but is engaged by the Company or any Parent or Subsidiary to

render services and is compensated for such services, and any director

of the Company whether compensated for such services or not provided

that if and in the event the Company registers any class of any equity

security pursuant to the Exchange Act, the term Consultant shall

thereafter not include directors who are not compensated for their

services or are paid only a director's fee by the Company.

i. "Disability" means, with respect to an Optionee, that the Optionee has

any medically determinable physical or mental impairment which can be

expected to result in death or which has lasted or can be expected to

last for a continuous period of not less than twelve (12) months, and

which renders the Optionee unable to engage in any substantial gainful

activity. An Optionee shall not be considered to have a Disability

unless Optionee furnishes proof of the existence thereof in such form

and manner, and at such time, as the Administrator may require, and

the Administrator determines in its discretion that the Optionee has

such a medically determinable physical or mental impairment.

j. "Employee" means any person who is determined by the Administrator to

be a common law employee of the Company or any Parent or Subsidiary of

the Company. With respect to any entity for which the Company or any

Parent of Subsidiary of the Company is a single owner and which is

disregarded as an entity separate from its owner pursuant to Treasury

Regulations Section 301.7701-3, any person who determined by the

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Administrator to be a common law employee of that entity shall be

treated as an Employee.

k. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

l. "Fair Market Value" means, as of any date, the value of Common Stock

determined as follows:

i. If the Common Stock is listed on any established stock exchange

or a national market system including without limitation the

National Market System of the National Association of Securities

Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair

Market Value shall be the closing sales price for such stock on

the date of determination (or the closing bid, if no sales were

reported, as quoted on such exchange or system for the last

market trading day prior to the time of determination) as

reported in The Wall Street Journal or such other source as the

Administrator deems reliable;

ii. If the Common Stock is quoted on the NASDAQ System (but not on

the National Market System thereof) or regularly quoted by a

recognized securities dealer but selling prices are not reported,

its Fair Market Value shall be the mean between the high bid and

low asked prices for the Common Stock on the date of

determination or;

iii. In the absence of an established market for the Common Stock, the

Fair Market Value thereof shall be determined in good faith by

the Administrator.

m. "Incentive Stock Option" means an Option which is treated as an

incentive stock option within the meaning of Section 422 of the Code.

An Option shall only be treated as an Incentive Stock Option pursuant

to the Plan if it is originally designated as an Incentive Stock

Option in the Option Agreement. An Option originally designated in an

Option Agreement as an Incentive Stock Option may nonetheless be

treated as a Nonstatutory Stock Option if the Option at any time after

grant fails to meet to requirements for incentive stock option

treatment under Section 422 of the Code.

n. "Nonstatutory Stock Option" means an Option which is not an Incentive

Stock Option. An Option which is designated as a Nonstatutory Stock

Option in the Option Agreement pursuant to which the Option was

granted shall in all events be treated as a Nonstatutory Stock Option.

Furthermore, an Option originally designated as an Incentive Stock

Option may subsequently become a Nonstatutory Stock Option upon the

Option subsequently failing to meet the requirements for incentive

stock option under Section 422 of the Code.

o. "Officer" means a person who is an officer of the Company within the

meaning of Section 16 of the Exchange Act and the rules and

regulations promulgated thereunder.

p. "Option" means a stock option granted pursuant to the Plan.

q. "Option Agreement" has the meaning set forth in Section 18 hereof.

r. "Optioned Stock" means the Common Stock subject to an Option or a

Stock Purchase Right.

s. "Optionee" means an Employee or Consultant who receives an Option or

Stock Purchase Right, other Stock-based award, or other benefit.

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t. "Parent" means a "parent corporation," whether now or hereafter

existing, as defined in Section 424(e) of the Code.

u. "Plan" means this 2008 Stock Option Plan, as amended from time to time

in accordance with the terms hereof. When referenced in another

document, the name "Small Cap Strategies, Inc. 2008 Stock Option Plan"

refers to this Plan.

v. "Restricted Stock" has the meaning set forth in Section 11(a) hereof.

w. "Restricted Stock Purchase Agreement" has the meaning set forth in

Section 11(a) hereof.

x. "Share" means a share of the Common Stock, as adjusted in accordance

with Section 12 below.

y. "Stock Purchase Right" means the right to purchase Common Stock

pursuant to Section 11 below.

z. "Stock Purchase Right Agreement" has the meaning set forth in Section

18 hereof.

aa. "Subsidiary" means a "subsidiary corporation," whether now or

hereafter existing, as defined in Section 424(f) of the Code.

bb. "Ten Percent Shareholder" means a person who, at the time an Option is

granted, owns, or is deemed within the meaning of Section 422(b)(6) of

the Code to own, stock possessing more than ten percent (10%) of the

total combined voting power of all classes of stock of the Company (or

of its Subsidiary or parent (within the meaning of Section 424(e) of

the Code)).

3. Stock Subject to the Plan. Subject to adjustment pursuant to Section 12 of

the Plan, and effective as of November 15, 2008, the maximum aggregate

number of shares which may be issued pursuant to the Plan is 3,000,000

shares of Common Stock. Such number of shares of Common Stock may be issued

under this Plan pursuant to Incentive Stock Options, Nonstatutory Stock

Options, Stock Purchase Rights, other Stock-based awards, other benefits,

or any combination thereof, so long as the aggregate number of shares so

issued does not exceed such maximum aggregate number of shares, as

adjusted. The shares may be authorized, but unissued or reacquired Common

Stock. If an Option should expire or become unexercisable for any reason

without having been exercised in full, the unpurchased Shares which were

subject thereto shall, unless the Plan shall have been terminated, become

available for future grant under the Plan.

4. Administration of the Plan.

a. Procedure. The Plan shall be administered by a "Compensation

Committee" whose members are appointed by the Board. The Compensation

Committee shall be comprised of not less than two (2) members of the

Board whose role, in addition to any other roles such Compensation

Committee is required or empowered to administer on behalf of the

Board, shall be to administer the Plan, subject to such terms and

conditions as the Board may prescribe. Once appointed, the

Compensation Committee shall continue to serve until otherwise

directed by the Board. From time to time, the Board may increase the

size of the Compensation Committee and appoint additional members

thereof, remove members (with or without cause) and appoint new

members in substitution therefor, fill vacancies, however caused, and

remove all members of the Compensation Committee and, thereafter,

directly administer the Plan. In the event that the Board is the

administrator of the Plan in lieu of a Compensation Committee, the

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term "Compensation Committee" as used herein shall be deemed to mean

the Board.

i. Members of the Board or Compensation Committee who are

either eligible for Options or have been granted Options may

vote on any matters affecting the administration of the Plan

or the grant of Options pursuant to the Plan, except that no

such member shall act upon the granting of an Option to

himself or herself, but any such member may be counted in

determining the existence of a quorum at any meeting of the

Board or the Compensation Committee during which action is

taken with respect to the granting of an Option to him or

her.

ii. The Compensation Committee shall meet at such times and

places and upon such notice as it may determine. A majority

of the Compensation Committee shall constitute a quorum. Any

acts by the Compensation Committee may be taken at any

meeting at which a quorum is present and shall be by

majority vote of those members entitled to vote.

Additionally, any acts reduced to writing or approved in

writing by all of the members of the Compensation Committee

shall be valid acts of the Compensation Committee.

iii. Multiple Administrative Bodies. If permitted by Rule 16b-3,

the Plan may be administered by different bodies with

respect to directors, non-director officers and Employees

who are neither directors nor officers.

iv. Administration With Respect to Consultants and Other

Employees. With respect to grants of Options, Stock Purchase

Rights, other Stock-based awards, or other benefits, to

Employees or Consultants who are neither directors nor

officers of the Company, the Plan shall be administered by

(A) the Board or (B) a committee designated by the Board,

which committee shall be constituted in such a manner as to

satisfy the legal requirements relating to the

administration of incentive stock option plans, if any, of

Nevada corporate and securities laws, of the Code, and of

any applicable stock exchange (the "Applicable Laws"). Once

appointed, such Committee shall continue to serve in its

designated capacity until otherwise directed by the Board.

From time to time the Board may increase the size of the

Committee and appoint additional members thereof, remove

members (with or without cause) and appoint new members in

substitution therefor, fill vacancies, however caused, and

remove all members of the Committee and thereafter directly

administer the Plan, all to the extent permitted by the

Applicable Laws.

v. Administration With Respect to Directors Who Are Not

Employees. With respect to grants of Options, Stock Purchase

Rights, other Stock-based awards, or other benefits to

directors who are not Employees, the Plan shall be

administered by (A) the Board or (B) a committee designated

by the Board; provided that any policy of the Company

concerning grants of Options, Stock Purchase Rights, other

Stock-based awards, or other benefits to non-Employee

directors as director compensation shall be approved by a

majority of the members of the Board who are either

Employees of the Company or non-Employee directors who have

waived their right to receive such compensation.

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b. Rule 16b-3 Requirements. Unless the Board is acting as the

Compensation Committee or the Board specifically determines otherwise,

the members of the Compensation Committee shall be both "non-employee

directors" within the meaning of Rule 16b-3, and "outside directors"

within the meaning of Section 162(m) of the Code. The Board shall take

all action necessary to cause the Plan to be administered in

accordance with the then effective provisions of Rule 16b-3, provided

that any amendment to the Plan required for compliance with such

provisions shall be made in accordance with Section 10 of the Plan.

c. Powers of the Compensation Committee. The Compensation Committee shall

have all the powers vested in it by the terms of the Plan, such powers

to include authority, in its sole and absolute discretion, to grant

Options under the Plan, prescribe agreements evidencing such Options

and establish programs for granting Options. The Compensation

Committee shall have full power and authority to take all other

actions necessary to carry out the purpose and intent of the Plan,

including, but not limited to, the authority to do the following, n

its discretion:

i. to determine the Fair Market Value of the Common Stock, in

accordance with Section 2(k) of the Plan;

ii. to select the Consultants and Employees to whom Options, Stock

Purchase Rights, other Stock-based awards, or other benefits may

from time to time be granted hereunder;

iii. to determine whether and to what extent Options and Stock

Purchase Rights or any combination thereof are granted hereunder;

iv. to determine the number of shares of Common Stock to be covered

by each such award granted hereunder;

v. to approve forms of agreement for use under the Plan, including

without limitation, Stock Purchase Right Agreements, Restricted

Stock Purchase Agreements and Option Agreements, which forms need

not be the same for any Optionee;

vi. to determine the terms and conditions, not inconsistent with the

terms of the Plan, of any Option, Stock Purchase Right, other

Stock-based awards, or other benefits granted hereunder,

including without limitation establishing vesting schedules for

the exercise of Options which are based upon the passage of time

performing services for the Company, meeting specified

performance criteria or any other standards as may be determined

appropriate by the Administrator;

vii. to determine whether and under what circumstances an Option may

be settled in cash instead of Common Stock;

viii. to reduce the exercise price of any Option to the then current

Fair Market Value if the Fair Market Value of the Common Stock

covered by such Option shall have declined since the date the

Option was granted;

ix. to determine the terms and restrictions applicable to Stock

Purchase Rights and the Restricted Stock purchased by exercising

such Stock Purchase Rights; and

x. to interpret the Plan, establish, amend and rescind any rules and

regulations relating to the Plan, to determine the terms and

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provision of any agreements entered into pursuant to the Plan,

and to make all other determinations that may be necessary or

advisable for the administration of the Plan.

d. Effect of Administrator's Decision. Whether explicitly provided

elsewhere in this Plan with respect to any matter, all decisions,

determinations and interpretations of the Administrator provided in

this Plan shall be made in the Administrator's sole and absolute

discretion, and shall be final and binding on all Optionees and any

other holders of any Options, Stock Purchase Rights, other Stock-based

awards, or other benefits.

e. Limited Liability. To the maximum extent permitted by law, no member

of the Compensation Committee shall be liable for any action taken or

decision made in good faith relating to the Plan or any Option

thereunder.

f. Indemnification. To the maximum extent permitted by law, the members

of the Compensation Committee shall be indemnified by the Corporation

in respect of all their activities under the Plan.

g. Effect of Compensation Committee's Decision. All actions taken and

decisions and determinations made by the Compensation Committee on all

matters relating to the Plan pursuant to the powers vested in it

hereunder shall be in the Compensation Committee's sole and absolute

discretion and shall be conclusive and binding on all parties

concerned, including the Corporation, its stockholders, any

participants in the Plan and any other employee of the Corporation,

and their respective successors in interest.

5. Eligibility.

a. Nonstatutory Stock Options and Stock Purchase Rights may be granted to

such Employees and Consultants as may be selected by the

Administrator. Incentive Stock Options may be granted to such

Employees as may be selected by the Administrator and may in no event

be granted to someone who, on the date of grant, is not an Employee.

An Employee or Consultant who has been granted an Option or Stock

Purchase Right may, if otherwise eligible, be granted additional

Options, Stock Purchase Rights, other Stock-based awards, or other

benefits.

b. Each Option shall be designated in the Option Agreement as either an

Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding

such designations, to the extent that the aggregate Fair Market Value

(determined as of the date of grant of the Option) of the shares of

Option Stock with respect to which Options initially designated as

Incentive Stock Options are exercisable for the first time by any

Optionee during any calendar year (under all plans of the Company or

any Parent or Subsidiary) exceeds $100,000, such excess Options shall

be treated as Nonstatutory Stock Options.

c. For purposes of Section 5(b), Incentive Stock Options shall be taken

into account in the order in which they were granted, and the Fair

Market Value of the Shares shall be determined as of the time the

Option with respect to such Shares is granted.

d. The Plan shall not confer upon any Optionee any right with respect to

continuation of employment or consulting relationship with the

Company, nor shall it interfere in any way with his or her right or

the Company's right to terminate his or her employment or consulting

relationship at any time, with or without cause.

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e. Non-Uniform Determinations. The Administrator's determinations under

the Plan (including without limitation determinations of the persons

to receive awards, the form, amount and timing of such awards, the

terms and provisions of such awards and the agreements evidencing

same) need not be uniform and may be made by it selectively among

persons who receive, or are eligible to receive, awards under the

Plan, whether or not such persons are similarly situated.

f. Newly Eligible Employees. The Administrator shall be entitled to make

such rules, regulations, determinations and awards as it deems

appropriate in respect of any Employee who becomes eligible to

participate in the Plan or any portion thereof after the commencement

of an award or incentive period.

g. Leaves of Absence. The Administrator shall be entitled to make such

rules, regulations and determinations as it deems appropriate under

the Plan in respect of any leave of absence taken by the recipient of

any award. Without limiting the generality of the foregoing, the

Administrator shall be entitled to determine (i) whether or not any

such leave of absence shall constitute a termination of employment

within the meaning of the Plan and (ii) the impact, if any, of any

such leave of absence on awards under the Plan theretofore made to any

recipient who takes such leave of absence.

6. Term of Plan. The Plan shall become effective upon the earlier to occur of

its adoption by the Board of Directors or its approval by the shareholders

of the Company as described in Section 19 of the Plan. It shall continue in

effect for a term of ten (10) years unless sooner terminated under Section

15 of the Plan.

7. Term of Option. The term of each Option shall be the term stated in the

Option Agreement; provided, however, that the term shall be no more than

ten (10) years from the date of grant thereof. Howeve