EXHIBIT 4.1



                             CHEETAH OIL & GAS LTD.
                             2005 STOCK OPTION PLAN

1.       PURPOSE.  The Plan is  intended  to  provide  incentive  to  employees,
         directors,  advisors and  consultants  of the  Corporation to encourage
         proprietary interest in the Corporation, to encourage such employees to
         remain in the employ of the Corporation or such directors, advisors and
         consultants to remain in the service of the Corporation, and to attract
         new employees,  directors,  advisors and consultants  with  outstanding
         qualifications.

2.       DEFINITIONS.   Unless  otherwise   defined  or  the  context  otherwise
         requires, the capitalized terms used shall have the following meanings:

(a)      "Administrator"  means the Board or the Plan  Committee  of the  Board,
         whichever  administers  the Plan from time to time in the discretion of
         the Board, as described in Section 4 of the Plan.

(b)      "Board" means the Board of Directors of the Corporation.

(c)      "Change of Control"  shall  mean,  a change of control of a nature that
         would be  required  to be  reported  in  response to Item 1 of Form 8-K
         required to be filed pursuant to the Exchange Act;

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

(e)      "Commission" means the Securities and Exchange Commission.

(f)      "Corporation" means Cheetah Oil & Gas Ltd., a Nevada corporation.

(g)      "Disability"  means  a  medically   determinable   physical  or  mental
         impairment  which  has made an  individual  incapable  of  engaging  in
         substantial  gainful  activity.  A  condition  shall  be  considered  a
         Disability  only if (i) it can be  expected  to  result in death or has
         lasted or it can be  expected  to last for a  continuous  period of not
         less than twelve (12) months,  and (ii) the  Administrator,  based upon
         medical evidence, has expressly determined that Disability exists.

(h)      "Employee"  means an individual who is employed  (within the meaning of
         Section  3401  of the  Code  and  the  regulations  thereunder)  by the
         Corporation.

(i)      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(j)      "Exercise   Price"  means  the  price  per  Share   determined  by  the
         Administrator, at which an Option may be exercised.

(k)      "Fair Market  Value" means the average  closing price of the Shares for
         the preceding 30 days or a combination of closing prices and average of
         daily bid and ask prices for the  preceding  30 days or the Fair Market
         Value shall be  determined  by the  Administrator  in good faith.  Such
         determination shall be conclusive and binding on all persons.

(l)      "Grant  Date"  means  the date on which  the  granting  of an Option is
         authorized by the Administrator or such other date as prescribed by the
         Administrator.

(m)      "Incentive  Stock Option"  means an option  described in Section 422 of
         the Code.




(n)      "Option" means any stock option granted pursuant to the Plan.

(o)      "Option  Agreement" means a written stock option  agreement  evidencing
         the grant of an Option.

(p)      "Option Limit" has the meaning assigned to it in Section 6.

(q)      "Optionee" means a Participant who has received an Option.

(r)      "Participant" has the meaning assigned to it in Section 5(a) hereof.

(s)      "Plan" means this Cheetah Oil & Gas Ltd.  2005 Stock Option Plan, as it
         may be amended from time to time.

(t)      "Plan  Committee"  shall  mean a  committee  of two or  more  directors
         appointed by the Board to administer the Plan.

(u)      "Purchase  Price" means the Exercise Price  multiplied by the number of
         Shares with respect to which an Option is exercised.

(v)      "Retirement"  means  the  voluntary  termination  of  employment  by an
         employee  after  qualifying  for early or normal  retirement  under any
         pension plan or profit  sharing or benefit plan of the  Corporation  or
         its  Subsidiaries.  If an  employee  is not  covered  by any such plan,
         "Retirement"  shall mean voluntary  termination of employment after the
         employee has attained  age  sixty-five  (65) and after the employee has
         attained the tenth (10th) anniversary of his or her last preceding date
         of  hire,  or as  otherwise  determined  in  the  Administrator's  sole
         discretion.

(w)      "Securities Act" means the Securities Act of 1933, as amended.

(x)      "Subsidiary"  means any  subsidiary  corporation  as defined in Section
         425(f) of the Code.

(y)      "Share" means one share of Common Stock of the Corporation, adjusted in
         accordance with Section 10 of the Plan (if applicable).

(z)      "Shareholders" means holders of Shares.

(aa)     "Transfer  Agent"  means a  third-party  organization  retained  by the
         Corporation to maintain the stock transfer records of the Corporation.

3.       EFFECTIVE  DATE.  The Plan was adopted by the Board  effective  June 6,
         2005.

4.       ADMINISTRATION.

(a)      Administrator.  Subject  to  subsection  (c)  below,  the Plan shall be
         administered,  in the discretion of the Board from time to time, by the
         Board or by a Plan Committee which shall be appointed by the Board. The
         Board may from time to time remove members from, or add members to, the
         Plan Committee.  Vacancies on the Plan Committee, however caused, shall
         be filled by the Board.  The Board shall  appoint one of the members of
         the Plan Committee as Chairman.  The Administrator  shall hold meetings
         at such times and places as it may determine. Acts of a majority of the
         members  of the  Administrator  at which a quorum is  present,  or acts
         reduced  to or  approved  in writing  by the  unanimous  consent of the
         members  of  the  Administrator,   shall  be  the  valid  acts  of  the
         Administrator.


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(b)      Powers of Administrator.  The Administrator  shall from time to time at
         its  discretion  select the  Optionees  who are to be granted  Options,
         determine  the  number of Shares to be subject to Options to be granted
         to each Optionee. The Administrator shall have full power and authority
         to operate,  manage and  administer the Plan and interpret and construe
         the Plan and the terms of all Option Agreements. The interpretation and
         construction  by the  Administrator  of any provision of the Plan or of
         any  Option  or  Option  Agreement  shall be  final.  No  member of the
         Administrator  shall be liable for any action or determination  made in
         good faith with respect to the Plan or any Option.

5.       PARTICIPATION.

(a)      Eligibility.   The  Optionee  shall  be  such  persons   (collectively,
         "Participants";  individually a "Participant") as the Administrator may
         select from among the following classes of persons:

         (i)    Employees  (who  may  be  officers,  whether  or  not  they  are
                directors)   of  the   Corporation   or  of  a  Subsidiary   and
                non-employees  to whom an offer of employment has been extended;
                and

         (ii)   directors,  advisors and  consultants  of the  Corporation  or a
                Subsidiary.

         Notwithstanding provisions of the first paragraph of this Section 5(a),
         the Administrator may at any time or from time to time designate one or
         more directors as being ineligible for selection as Participants in the
         Plan for any period or periods of time. The  Administrator  may, in its
         sole discretion and upon such terms as it deems appropriate, require as
         a  condition  of the  grant  of an  Option  to a  Participant  that the
         Participant surrender for cancellation some or all of the Options which
         have  been  previously  granted  to  such  person  under  this  Plan or
         otherwise.  An  Option,  the  grant of which is  conditioned  upon such
         surrender, may have an option price lower (or higher) than the exercise
         price of such  surrendered  Option,  may cover the same (or a lesser or
         greater) number of shares as such surrendered  Option, may contain such
         other  terms  as the  Administrator  deems  appropriate,  and  shall be
         exercisable in accordance with its terms,  without regard to the number
         of shares,  price,  exercise  period or any other term or  condition of
         such surrendered Option.

6.       STOCK.  The stock  subject to Options  granted  under the Plan shall be
         from the  Corporation's  authorized but unissued or reacquired  Shares.
         The  aggregate  number of Shares  which may be issued upon  exercise of
         Options  under the Plan at any time shall not exceed Three Million Five
         Hundred Thousand  (3,500,000)  Shares (the "Option Limit"),  subject to
         adjustment as provided for in this Plan.

7.       TERMS AND CONDITIONS OF OPTIONS.

(a)      Stock  Option  Agreements.  Each Option shall be evidenced by an Option
         Agreement  in such other form as the  Administrator  shall from time to
         time determine.  Such Option Agreements need not be identical but shall
         comply  with and be  subject to the terms and  conditions  set forth in
         this Section 7.


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(b)      Optionee's  Undertaking.  Each  Optionee  shall  agree to remain in the
         employ or  service  of the  Corporation  and to render  services  for a
         period as shall be determined by the Administrator, from the Grant Date
         of the  Option or such  other date  agreed to by the  Optionee  and the
         Corporation,  but such agreement  shall not impose upon the Corporation
         any  obligation  to retain the  Optionee in their employ or service for
         any period.

(c)      Number of Shares. Each Option shall state the number of Shares to which
         it pertains and shall provide for the adjustment  thereof in accordance
         with the provisions of Section 10 hereof.

(d)      Exercise  Price;  Exercise  of  Options.  Each  Option  shall state the
         Exercise  Price.  The Exercise Price in the case of any Incentive Stock
         Option  granted  shall  not be less than the Fair  Market  Value on the
         Grant Date.  At the sole  discretion of the  Administrator,  any Option
         granted under this Plan to any  Participant may be exercisable in whole
         or in part  immediately  upon the  grant  thereof,  or only  after  the
         occurrence  of a specified  event  and/or only in  installments,  which
         installments may be equal or otherwise, and which installments may vary
         as to  the  number  thereof  as  well  as to  whether  any  unexercised
         installments  are cumulative  through the life of a particular  Option;
         provided  that,  in  any  event,  to  the  extent  required  by  law or
         regulation  such Option  shall be  exercisable  at a minimum rate of at
         least twenty percent (20%) per year over the period five years from the
         Grant  Date for the  Option  in  question;  however,  in the case of an
         Option granted to a Participant who is a director,  consultant, advisor
         or officer of the Corporation,  the  Administrator may provide that the
         Option may become fully exercisable,  subject to reasonable  conditions
         such as continued employment or service to the Corporation, at any time
         or during any period established by the Administrator.

(e)      Medium and Time of Payment; Notice. The Purchase Price shall be payable
         in full in United States dollars upon the exercise of the Option.

         In the event the Corporation determines that it is required to withhold
         state,  United States  Federal or foreign income tax as a result of the
         exercise  of an Option,  as a condition  to the  exercise  thereof,  an
         Optionee must make  arrangements  satisfactory  to the  Corporation  to
         enable it to satisfy such withholding  requirements before the Optionee
         shall be permitted to exercise the Option.

         The Optionee  shall  exercise an Option by completing and delivering to
         the Corporation, concurrently with the payment of the Purchase Price in
         the manner  described  above,  an  exercise  notice in such form as the
         Administrator shall from time to time determine.

(f)      Term and  Non-Transferability  of Options.  Each Option shall state the
         time or times when all or part thereof becomes  exercisable.  No Option
         shall be  exercisable  after the expiration of ten (10) years (or less,
         in the discretion of the Administrator) from the Grant Date. During the
         lifetime of the Optionee,  the Option shall be exercisable  only by the
         Optionee or the Optionee's  guardian or legal  representative and shall
         not be assignable or transferable. The Option shall not be transferable
         by the  Optionee  other  than  by  will  or the  laws  of  descent  and
         distribution.  Any  other  attempted  alienation,  assignment,  pledge,
         hypothecation,   attachment,  execution  or  similar  process,  whether
         voluntary or involuntary, with respect to all or any part of any Option
         or right  thereunder,  shall be null and void and, at the Corporation's
         option,  shall cause all of the  Optionee's  rights under the Option to
         terminate.


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(g)      Cessation of Employment (Except by Death, Disability or Retirement). If
         an Optionee's employment or service with the Corporation ceases for any
         reason or no reason,  whether  voluntarily  or  involuntarily,  with or
         without cause, other than pursuant to death,  Disability or Retirement,
         such  Optionee  shall  have  the  right,  subject  to the  restrictions
         referred to in Section  7(f) above,  to exercise the Option at any time
         within ninety (90) days after such cessation,  but, except as otherwise
         provided in the applicable Option  Agreement,  only to the extent that,
         at the date of such  cessation,  the Optionee's  right to exercise such
         Option  had  accrued  pursuant  to the terms of the  applicable  Option
         Agreement and had not previously been exercised.

         For purposes of this Section 7(g), the employment relationship shall be
         treated as continuing  intact while the Optionee is on military  leave,
         sick leave or other bona fide leave of absence (to be determined in the
         sole discretion of the Administrator).  The foregoing  notwithstanding,
         in the case of an  Incentive  Stock  Option,  employment  shall  not be
         deemed to continue  beyond the ninetieth  (90th) day after the Optionee
         ceased active employment, unless the Optionee's reemployment rights are
         guaranteed by statute or by contract.

(h)      Death of  Optionee.  If an  Optionee's  employment  or service with the
         Corporation  ceases by reason of the Optionee's death, or after ceasing
         to be a Participant but during the period in which he or she could have
         exercised the Option under this Section 7, and has not fully  exercised
         the Option,  then the Option may be exercised  in full,  subject to the
         restrictions  referred  to in Section  7(f)  above,  at any time within
         twelve  (12)  months  after the  Optionee's  death by the  executor  or
         administrator of his or her estate or by any person or persons who have
         acquired  the  Option   directly   from  the  Optionee  by  bequest  or
         inheritance, but, except as otherwise provided in the applicable Option
         Agreement,  only  to  the  extent  that,  at the  date  of  death,  the
         Optionee's  right to exercise  such Option had accrued and had not been
         forfeited  pursuant to the terms of the applicable Option Agreement and
         had not previously been exercised.

(i)      Disability of Optionee. If an Optionee's employment or service with the
         Corporation  ceases  by  reason  of  the  Optionee's  Disability,  such
         Optionee shall have the right, subject to the restrictions  referred to
         in Section 7(f) above, to exercise the Option at any time within twelve
         (12) months after such cessation by reason of Disability,  but,  except
         as  provided in the  applicable  Option  Agreement,  only to the extent
         that, at the date of such cessation,  the Optionee's  right to exercise
         such Option had accrued pursuant to the terms of the applicable  Option
         Agreement and had not previously been exercised.

(j)      Retirement of Optionee. If an Optionee's employment or service with the
         Corporation  ceases  by  reason  of  the  Optionee's  Retirement,  such
         Optionee shall have the right, subject to the restrictions  referred to
         in Section 7(f) above, to exercise the Option at any time within ninety
         (90) days after the date of Retirement, but only to the extent that, at
         the date of such  cessation,  the  Optionee's  right to  exercise  such
         Option  had  accrued  pursuant  to the terms of the  applicable  Option
         Agreement and had not previously been exercised.


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(k)      Time of Cessation of Service. For purposes of this Plan, the Optionee's
         employment  or service  shall be deemed to have ceased or be terminated
         on the date when the Optionee's employment or service in fact ceased or
         Optionee is in fact terminated.

(l)      Rights as a Shareholder. No one shall have rights as a Shareholder with
         respect  to any  Shares  covered  by an  Option  until  the date of the
         issuance of a stock certificate for such Shares. No adjustment shall be
         made  for  dividends  (ordinary  or  extraordinary,  whether  in  cash,
         securities or other property),  distributions or other rights for which
         the record date is prior to the date such stock  certificate is issued,
         except as expressly provided in Section 10 hereof.

(m)      Modification,  Extension and Renewal of Options. Within the limitations
         of the Plan, the  Administrator  may modify an Option,  extend or renew
         outstanding  Options or accept the cancellation of outstanding  Options
         (to the  extent  not  previously  exercised)  for the  granting  of new
         Options in substitution  therefor.  The foregoing  notwithstanding,  no
         modification  of an Option shall,  without the consent of the Optionee,
         alter or impair any rights or obligations  under any Option  previously
         granted.  With the consent of the affected Optionee,  the Administrator
         may  cancel  any  agreement  evidencing  Options.  In the event of such
         cancellation,  the  Administrator  may  authorize  the  granting of new
         Options, which may or may not cover the same number of Shares that have
         been the subject of the prior award, at such Exercise Price and subject
         to such terms, conditions and discretions as would have been applicable
         under this Plan had the canceled Options not been granted.

(n)      Substitution of Options. Notwithstanding any inconsistent provisions or
         limits under the Plan, in the event the Corporation  acquires  (whether
         by  purchase,   merger  or  otherwise)  all  or  substantially  all  of
         outstanding  capital stock or assets of another  corporation  or of any
         reorganization or other transaction qualifying under Section 424 of the
         Code, the Administrator  may, in accordance with the provisions of that
         Section,  substitute  Options under the Plan for options under the plan
         of the acquired corporation.

(o)      Forfeiture  of Option Gain and  Unexercised  Options Held By Directors,
         Officers  or  Consultants  who  Engage in  Certain  Activities.  At the
         discretion of the  Administrator,  and unless  otherwise  prohibited by
         applicable laws, an Option Agreement provided to a director, officer or
         consultant  of the  Corporation  may provide that if at any time within
         (i) the term of an Option granted to a Optionee or (ii) within one year
         after the termination of such Optionee's employment or service with the
         Corporation  for any reason or no reason or (iii) within one year after
         such  Optionee  exercises  any portion of an Option,  whichever  is the
         latest,  such  Optionee  engages in any activity in direct  competition
         with the principal business of the Corporation,  or inimical,  contrary
         or harmful to the  interests  of the  Corporation,  including,  but not
         limited  to: (A) conduct  related to  Optionee's  employment  for which
         either criminal or civil penalties against Optionee may be sought,  (B)
         violation of Corporation policies,  including,  without limitation, the
         Corporation's  insider trading policy, (C) accepting employment with or
         serving  as a  consultant,  advisor  or in  any  other  capacity  to an
         employer  that is in  direct  competition  with or acting  against  the
         interests of the  Corporation,  including  employing or recruiting  any
         present,  former or future employee of the Corporation,  (D) disclosing
         or misusing any  confidential  information  or material  concerning the
         Corporation, or (E) participating in a hostile takeover attempt against
         the Corporation, then, at the discretion of the Administrator,  (1) any
         Options  granted  under  the  Plan to  such  Optionee  shall  terminate
         effective the date on which such Optionee  entered into such  activity,
         unless  terminated  sooner by operation of another term or condition of
         the Plan,  and (2) any gain realized by such  Optionee from  exercising
         all or a  portion  of any  Option  shall  be  paid by  Optionee  to the
         Corporation.


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(p)      Right of  Set-Off.  Optionee  shall  consent  to a  deduction  from any
         amounts the  Corporation  owes  Optionee  from time to time  (including
         amounts  owed as  wages  or  other  compensation,  fringe  benefits  or
         vacation  pay,  as well as any other  amounts  owed to  Optionee by the
         Corporation),   to  the  extent  of  the  amounts   Optionee  owes  the
         Corporation,  including pursuant to subparagraph (o) above.  Whether or
         not the Corporation  elects to make any set-off in whole or in part, if
         the  Corporation  does not  recover by means of set-off the full amount
         Optionee  owes  to  the  Corporation,   Optionee  shall  agree  to  pay
         immediately the unpaid balance to the Corporation.

(q)      Other  Provisions.  An Option  Agreement  authorized under the Plan may
         contain such terms and  provisions not  inconsistent  with the terms of
         the Plan (including, without limitation, restrictions upon the exercise
         of the Option) as the  Administrator  shall deem  advisable in its sole
         and absolute discretion.

8.       LIMITATION ON ANNUAL AWARDS.

As long as the  Plan  is in  effect,  at no time  will  Options  granted  to any
Participant pursuant to the Plan exceed 1,000,000 Shares,  subject to adjustment
as provided for in Section 10.

9.       TERM OF PLAN.

Options may be granted pursuant to the Plan until the expiration of the Plan ten
(10) years after the effective date referred to in Section 3.

10.      EFFECT OF CERTAIN EVENTS.

(a)      Adjustments  Upon  Changes in Stock.  The  Administrator  shall make or
         provide for such  adjustments  in the Option Limit,  the Exercise Price
         and in the  number  or kind of shares  or other  securities  (including
         shares or other  securities of another issuer) covered by this Plan and
         outstanding  Options  as  the  Administrator  in its  sole  discretion,
         exercised  in good faith,  shall  determine  is  equitably  required to
         prevent  dilution  or  enlargement  of rights of  optionees  that would
         otherwise result from (a) any stock dividend,  stock split, combination
         of shares,  issuance of rights or warrants to purchase stock, spin-off,
         recapitalization  or other  changes  in the  capital  structure  of the
         Corporation, (b) any merger,  consolidation,  reorganization or partial
         or complete  liquidations,  or (c) any other  corporate  transaction or
         event  having  an  effect  similar  to  any  of  the   foregoing.   The
         Administrator  also shall make or provide  for such  adjustment  in the
         number or kind of shares of the  Corporation's  capital  stock or other
         securities (or in shares or other  securities of another  issuer) which
         may be  acquired  pursuant  to Options  granted  under the Plan and the
         number  of  such  securities  to be  awarded  to each  Optionee  as the
         Administrator in its sole discretion, shall determine is appropriate to
         reflect any transaction or event  described in the preceding  sentence.
         In the event of any such  transaction or event, the  Administrator  may
         provide in substitution  for any or all  outstanding  Options under the
         Plan  such  alternative  consideration  (including  securities  of  any
         surviving  entity) as it may in good faith  determine  to be  equitable
         under the  circumstances  and may require in  connection  therewith the
         surrender of all Options so replaced. In any case, such substitution of
         securities  shall not  require the consent of any person who is granted
         Options pursuant to the Plan. The determination of the Administrator as
         to what  adjustments  shall be made, and the extent  thereof,  shall be
         final, binding and conclusive.


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(b)      Change of Control. In addition to the rights set forth in Section 10(a)
         above, in the event of a Change of Control,  the  Administrator  may in
         its sole  discretion,  without  obtaining  Shareholder  approval or the
         consent of any person granted  Options under the Plan, take one or more
         of the following actions:

         (i)    Accelerate the exercise dates of any outstanding Option, or make
                the Option fully vested and exercisable;

         (ii)   Pay cash to any or all  owners of Options  in  exchange  for the
                cancellation of their outstanding Options; or

         (iii)  Make  any  other  adjustments  or  amendments  to the  Plan  and
                outstanding  Options and substitute new Options for  outstanding
                Options.

(c)      Adjustment Determination.  To the extent that the foregoing adjustments
         relate to securities of the Corporation, such adjustments shall be made
         by the  Administrator,  whose  determination  shall be  conclusive  and
         binding on all persons.

(d)      Limitation on Rights.  Except as expressly provided in this Section 10,
         the  Optionee  shall  have no rights by  reason of any  subdivision  or
         consolidation of shares of stock of any class, the payment of any stock
         dividend  or any other  increase or decrease in the number of shares of
         stock of any class or by reason of any dissolution, liquidation, merger
         or consolidation or spinoff of assets or stock of another  corporation,
         and any issue by the  Corporation  of shares of stock of any class,  or
         securities  convertible  into  shares of stock of any class,  shall not
         affect,  and no adjustment by reason thereof shall be made with respect
         to, the number or Exercise  Price of Shares  subject to an Option.  The
         grant of an Option pursuant to the Plan shall not affect in any way the
         right   or   power   of   the   Corporation   to   make    adjustments,
         reclassifications,   reorganizations  or  changes  of  its  capital  or
         business structure, to merge or consolidate or to dissolve,  liquidate,
         sell or transfer all or any part of its business or assets.

11.      SECURITIES LAW REQUIREMENTS.

(a)      Legality of  Issuance.  No Shares  shall be issued upon the exercise of
         any Option unless and until the Corporation has determined that:

         (i)    it and the Optionee have taken all actions  required to register
                the offer and sale of the Shares under the Securities Act, or to
                perfect an exemption from the registration requirements thereof;

         (ii)   any  applicable  listing  requirement  of any stock  exchange on
                which the Shares are listed has been satisfied; and

         (iii)  any other applicable  provision of state,  United States Federal
                or foreign law has been satisfied.


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(b)      Restrictions  on  Transfer;   Representations  of  Optionee;   Legends.
         Regardless  of whether the  offering  and sale of Shares under the Plan
         has been registered  under the Securities Act or has been registered or
         qualified under the securities  laws of any state,  the Corporation may
         impose  restrictions  upon the grant of Options and the sale, pledge or
         other  transfer  of Shares  (including  the  placement  of  appropriate
         legends on stock  certificates)  if, in the judgment of the Corporation
         and its counsel,  such restrictions are necessary or desirable in order
         to achieve  compliance  with the provisions of the Securities  Act, the
         securities  laws of any state or any other  law.  In the event that the
         sale of Shares under the Plan is not  registered  under the  Securities
         Act  but  an  exemption  is  available  which  requires  an  investment
         representation or other representation, each Optionee shall be required
         to represent  that such Shares are being acquired for  investment,  and
         not with a view to the sale or distribution  thereof,  and to make such
         other  representations  as are deemed  necessary or  appropriate by the
         Corporation  and its  counsel.  Stock  certificates  evidencing  Shares
         acquired under the Plan pursuant to an unregistered  transaction  shall
         bear  the  following  restrictive  legend  and such  other  restrictive
         legends as are required or deemed advisable under the provisions of any
         applicable law:

         "THE SALE OF THE SECURITIES  REPRESENTED HEREBY HAS NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  ANY TRANSFER
         OR PLEDGE OF SUCH  SECURITIES  WILL BE  INVALID  UNLESS A  REGISTRATION
         STATEMENT  UNDER  THE ACT IS IN EFFECT  AS TO SUCH  TRANSFER  OR IN THE
         OPINION OF COUNSEL FOR THE ISSUER SUCH  REGISTRATION  IS UNNECESSARY IN
         ORDER FOR SUCH TRANSFER OR PLEDGE TO COMPLY WITH THE ACT."

Any  determination  by the Corporation and its counsel in connection with any of
the matters set forth in this Section 11 shall be conclusive  and binding on all
persons.

(c)      Registration or Qualification  of Securities.  The Corporation may, but
         shall not be obligated to, register or qualify the sale of Shares under
         the Securities Act or any other  applicable law. The Corporation  shall
         not be obligated to take any  affirmative  action in order to cause the
         sale of Shares under the Plan to comply with any law.

(d)      Exchange of Certificates. If, in the opinion of the Corporation and its
         counsel,  any legend placed on a stock certificate  representing Shares
         sold  under  the  Plan  is no  longer  required,  the  holder  of  such
         certificate  shall be  entitled  to  exchange  such  certificate  for a
         certificate  representing  the same number of Shares but  without  such
         legend.

12.      AMENDMENT OF THE PLAN. The Board may from time to time, with respect to
         any Shares at the time not subject to Options,  suspend or  discontinue
         the Plan or revise or amend it in any respect whatsoever.

The  Administrator  may amend  this Plan to  eliminate  provisions  which are no
longer  necessary  as  a  result  of  changes  in  tax  or  securities  laws  or
regulations, or in the interpretation thereof.

13.      FINANCIAL STATEMENTS.  Each Optionee shall receive financial statements
         of the Corporation not less than annually.


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14.      APPLICATION OF FUNDS. The proceeds received by the Corporation from the
         sale of Shares  pursuant to the  exercise of an Option will be used for
         general corporate purposes.

15.      GOVERNING LAW. This Plan, and the Option Agreements,  shall be governed
         by and enforced and construed in accordance  with the laws of the State
         of Nevada.

To record the  adoption  of the Plan by the Board as of June 6, 2005,  the Board
has caused its authorized officers to sign the Plan and affix the corporate seal
hereto.


CHEETAH OIL & GAS LTD.


Per:
     ________________________________
     Authorized Signatory









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