CAL ALTA AUTO GLASS, INC.
2007 EMPLOYEE AND CONSULTANTS COMPENSATION FUND AND
PLAN

May 10, 2007
	This 2007 Employee and Consultants Compensation Fund
and Plan (the Plan) is hereby adopted by Cal Alta Auto Glass,
Inc., a Nevada corporation (the Corporation) pursuant to a
resolution adopted by the Corporations Board of Directors
of May 10, 2007.
WHEREAS:

A.	The Board of Directors of Cal Alta Auto Glass, Inc.,
a Nevada corporation, seeks to adopt and provide for
increased incentives for key employees and consultants of the
Corporation..

B.	The Board of Directors of Cal Alta Auto Glass, Inc.,
a Nevada corporation, intends to submit this Plan to the
Corporations Stockholders for their approval.
NOW THEREFORE, THE CORPORATION ADOPTS THE PLAN AS FOLLOWS:

   1.	Purpose of Plan. The purpose of the Plan is to provide key
employees and consultants of the Corporation and its Subsidiaries with
an increased incentive to make significant and extraordinary
contributions to the long-term performance and growth of the
Corporation and its Subsidiaries, to join the interests of key
employees and consultants with the interests of the shareholders of the
Corporation and to facilitate attracting and retaining key individuals
of exceptional ability.

   2.	Control of the Plan.  The Plan shall be controlled and subject to
the supervision of the Corporations Board of Directors (the Committee).

   3.	Participation. The Committee shall determine and designate from
time to time, in its Discretion, those key employees and consultants
of the Corporation or any Subsidiary who shall become Participants in the Plan.

   4.	Written Agreement. Each Participant may be required to execute
one or more written agreements (Corporation-Participant Agreement)
containing such provisions as may be approved by the Committee. Each
such Corporation-Participant Agreement shall constitute a binding contract
between the Corporation and the Participant and every Participant, upon
acceptance of such Agreement, shall be bound by the terms of the Plan
and such Agreement. The terms of such Corporation-Participant Agreement
shall be in accordance with the Plan, but each Agreement may
include such additional provisions and restrictions determined by the
Committee, in its Discretion, provided that such additional provisions
and restrictions are not inconsistent with the terms of the
Plan.

5.   Initial and Subsequent Stock to Plan.  The initial allocation to
the Plan shall be ten million (10,000,000) shares of the Corporations
Common Stock with such allocation to be subject to any
later resolutions as duly adopted and approved by the Corporations
Board of Directors and the Corporations Common Stockholders. In
the event that the number of authorized and unissued shares
of the Corporations Common Stock is, at any time, insufficient for
the number of shares to be issued or awarded under this Plan to
any one or more Participants, such issuance or award shall be deferred
or delayed until such time as the amount of authorized and
unissued shares shall be sufficient to allow said shares to be
issued or awarded. The Committee shall have the right to use
its sole Discretion in making all determinations under this Section 5
of this Plan.

6.	Compensation Formula and Limitations.

(a)	Subject to the terms of the Plan, Compensation shall be awarded
to each Participant (Compensation Award) at such times and in such amounts
as the Committee shall determine. In general, and subject to approval
of the Committee, the amount of the Compensation Award shall be
awarded for services rendered to the Corporation or achievement of
objective performance goals using such business criteria as the Committee
establishes in connection with the goals and objectives
of the Corporation and the performance and services rendered by
the recipient of any Compensation Award (these may include, but are
not limited to, average return on equity, average return on invested
capital, pre-tax income and target business mix, all as may be defined
in the Plan and/or Corporation-Participant Agreements). Payments of
the Compensation Award for each Participant will be
computed based upon the completion of the services or the
achievement of one or more of these pre-established objective performance
goals.

 (b)	Subject to the terms of the Plan, the Corporation shall pay
to a Participant the Participants Compensation Award as soon as
reasonably practicable after appropriate determinations
have been made.

(c)	As a condition to participation in the Plan, each Participant
shall remain in the continuous employ of the Corporation or a
Subsidiary or provide consulting services to the
Corporation or a Subsidiary for the Measurement Period.

(d)	Notwithstanding Section 6(c) above, if a Participants
employment or consulting services with the Corporation or a
Subsidiary shall be terminated at any time because of the
Participants death or Permanent Disability, the Compensation Award
allocable to the Participant shall be payable to the Participant
or the Participants legal representative or representatives in the case of
Permanent Disability, or to the person or persons entitled to such
payment under the Participants will in the event of the Participants
death, or if the Participant shall fail to make testamentary disposition
of such compensation and shall die intestate, to the Participants
legal representative or representatives; provided, however, that the
committee may in its discretion reduce all or a portion of
the Compensation Award allocable to a Participant whose employment with
or consulting services to the Corporation or a Subsidiary terminates because
of the Participants death or Permanent Disability during the Measurement
Period. Such payment shall be made in accordance with Section 6(a) above.


7.	Reduction in Responsibility. In the case of an employee, if
the Participant takes another position within the Corporation or
a Subsidiary during the Measurement Period, whether initiated by
either the Participant, the Corporation or a Subsidiary, the Committee
shall make, at its sole discretion, such additional determinations as
are necessary in light of the circumstances.

 8.	Administration. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, the Committee is
authorized to interpret the Plan, to make, amend and rescind rules and
regulations relating to the Plan and to make all other determinations
necessary or advisable for the Plans administration. Interpretation
and construction of any provision of the Plan by the Committee
shall, unless otherwise determined by the Board of Directors of
the Corporation, be final and conclusive. A majority of the Committee
shall constitute a quorum and the acts approved by a
majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee,
shall be the acts of the Committee.

9.	No Rights to Continued Employment. Nothing contained in
the Plan nor any action taken by the Committee hereunder, shall confer
upon any Participant any right with respect to continuation
of employment or any consulting arrangement by the Corporation or
a Subsidiary nor interfere in any way with the right of the Corporation
or a Subsidiary to terminate such persons employment or
consulting arrangement at any time (with or without Cause).

10.	Termination, Duration and Amendments of Plan. The Plan
may be abandoned or terminated at any time by the Board of Directors
of the Corporation. The termination of the Plan shall
not affect the validity of any Compensation Award outstanding on
the date of termination. For the purpose of conforming to any changes
in applicable law or governmental regulations, or for any other
lawful purpose, the Board of Directors shall have the right to amend or
revise the terms of the Plan at any time; provided, however, that no
such amendment or revision shall, without the consent of the
holder thereof, alter or impair any Compensation Award which shall
have been previously vested under the Plan.

11.	Effective Date. The Plan shall be effective as of May 10, 2007.

 12. Definitions. The following words and phrases, wherever capitalized,
shall have the following respective meanings, unless the context otherwise
requires:

 (a)		Board of Directors shall mean the Board of Directors
of the Corporation.

(b)		Cause shall mean intentional or willful misconduct, gross
neglect of duties, or other material acts or omissions detrimental to
the best interests of the Corporation or a Subsidiary.

 (c)	Code shall mean the Internal Revenue Code of 1986, as amended.

(d)	Committee shall mean the Board of Directors of the Corporation,
or such other committee as shall be specified by the Board of
Directors to perform the functions and duties of the
Committee under the Plan; provided, however, the Committee shall
comply with the requirements of (i) Rule 16b-3 of the Rules and
Regulations under the Exchange Act, and (ii) Section 162(m) of the
Code, and the regulations thereunder.

(e)	Corporation shall mean Cal Alta Auto Glass, Inc., a Nevada
corporation, or any successor thereof.

(f)	Corporation-Participant Agreement shall have the meaning
set forth in above.

(g)	Discretion shall mean in the sole discretion of the
Committee, with no requirement whatsoever that the Committee
follow past practices, act in a manner consistent with
past practices, or treat a key employee in a manner consistent
with the treatment afforded other key employees with respect to the Plan.

 (h)	Exchange Act shall mean the Securities Exchange Act of
1934, as amended.

 (i)	Measurement Period means the period established by the
Committee, in its sole discretion, from time to time.

 (j)	Participant shall mean any key employee based at the
Corporations office and any consultant to the Corporations
officers and directors.

(k)		Plan shall mean this Cal Alta Auto Glass, Inc.
2007 Employee and Consultant Compensation Plan.

(l)		Stockholders shall mean all holders of the
Corporations voting equity securities.

13.  Operation and Management of the Plan.  The Plan shall
operate in accordance with the requirements of the law of
the Corporations domicile and all applicable state and federal securities
laws as determined by the Committee in the exercise of its sole
discretion.  The Committee shall have the right, but not the
obligation, to adopt and amend this Plan as it determines and
make and determine the criteria, amount, and basis for any Compensation
Award upon such terms as it deems reasonable in view of the plans
and objectives of the Corporation, the services rendered by any
Participant, and any other matters deemed appropriate by the Committee.
Adopted:  As adopted by the Board of Directors on May 10, 2007

Acknowledgment:		/s/ Denise Aiello
       			    Denise Aiello, Secretary

Attested:  As attested by the following members of the
Corporations Board of Directors:

Attest:	/s/  Frank Aiello
		Frank Aiello, President & Director