**Exhibit 10.49****180 CONNECT INC.****AMENDED AND RESTATED EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS**     1. **Purpose.**The 180 Connect Inc. Equity Plan for Non-Employee Directors is intended to enhancethe ability of the Company to attract and retain high quality individuals to serve as members ofthe Board and to promote a greater alignment of interests between non-employee members of the Boardand the stockholders of the Company.     2. **Definitions.**As used in the Plan, the following terms have the respective meanings:     (a) “2008 Meeting” means the regularly scheduled 2008 annual meeting of the Company’sstockholders.     (b) “Annual Grant” means the annual equity award granted to an Eligible Directorpursuant to Section 6(b) of the Plan.     (c) “Award” means an award of Share Units, Dividend Equivalents or Shares granted underthe Plan.     (d) “Board” means the Board of Directors of the Company.     (e) A “Change in Control” means the first to occur of the following: any (1) person orgroup (as defined herein) is or becomes the “beneficial owner” (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of securities of the Company representing35% or more of the combined voting power of the Company’s then outstanding securities (otherthan the Company or any employee benefit plan of the Company; and, for purposes of the Plan,no Change in Control shall be deemed to have occurred as a result of the “beneficialownership,” or changes therein, of the Company’s securities by either of the foregoing) or(2) there shall be consummated (a) any consolidation or merger of the Company in which theCompany is not the surviving or continuing corporation or pursuant to which shares of CommonStock would be converted into or exchanged for cash, securities or other property, otherthan a merger of the Company in which the holders of Common Stock immediately prior to themerger have, directly or indirectly, at least a 65% ownership interest in the outstandingcommon stock of the surviving corporation immediately after the merger, or (b) any sale,exchange
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or other transfer (in one transaction or a series of related transactions) of all, orsubstantially all, of the assets of the Company other than any such transaction withentities in which the holders of Common Stock, directly or indirectly, have at least a 65%ownership interest. A “Change in Control” shall not include any transaction that would notbe considered a change in the ownership or effective control of the Company, or in theownership of a substantial portion of the assets of the Company, for purposes of Section409A of the Code.     (f) “Common Stock” means a share of Company common stock, par value $0.0001.     (g) “Company” means 180 Connect Inc.     (h) “Dividend Equivalent” means a bookkeeping entry, whereby each Eligible Director’saccount is credited with additional Share Units as of the date a dividend is paid withrespect to a Share in accordance with Section 6.     (i) “Effective Date” means November 12, 2007.     (j) “Eligible Director” means any director of the Company who is neither an employeenor an officer (other than the holding of a Board office) of the Company or any affiliate ofthe Company.     (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.     (l) “Fair Market Value” on a particular date means the closing price of a Share on thatdate as reported on the American Stock Exchange or such other stock exchange on which theShares are listed or traded (or, if such exchange is not open on such date, the immediatelypreceding date on which such exchange is open), or, if the Shares are not so listed ortraded, the Fair Market Value shall be determined by the Board in good faith.     (m) “Initial Grant” means the initial equity award granted to an Eligible Directorpursuant to Section 6(a) of the Plan.     (n) “Plan” means this 180 Connect Inc. Equity Plan for Non-Employee Directors, as itmay be amended from time to time.
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     (o) “Share” means a share of Common Stock.     (p) “Share Unit” means a bookkeeping entry, equivalent in value to a Share, credited tothe account of an Eligible Director pursuant to Section 6. Each Share Unit represents aright to receive the value of one Share (or fraction thereof) upon the terms and conditionsset forth in the Plan.     3. **Effective Date.**The Plan shall be effective as of the Effective Date.     4. **Administration.**The Plan shall be administered by the Board. The Board is authorized tointerpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan,and to make any other determinations that it deems necessary or desirable for the administration ofthe Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency inthe Plan in the manner and to the extent the Board deems necessary or desirable. Any decision ofthe Board in the interpretation and administration of the Plan, as described herein, shall liewithin the Board’s sole and absolute discretion and shall be final, conclusive and binding on allparties concerned.     5. **Shares Available Under the Plan**. There is hereby reserved for issuance under the Plan600,000 shares of Common Stock. If there is (i) a lapse, expiration, termination, forfeiture orcancellation of any Award outstanding under this Plan prior to the issuance of Shares thereunder or(ii) a forfeiture of any Shares subject to Awards granted under this Plan prior to vesting orsettlement, then the Shares subject to these Awards shall be available for future grant under thePlan. Shares covered by an Award granted under the Plan shall not be counted as used unless anduntil they are actually issued and delivered to a participant in the Plan. All Shares issued underthe Plan may be either authorized and unissued Shares or issued Shares reacquired by the Company.     6. **Equity Awards.**     (a) *Initial Grants*. Individuals who become Eligible Directors during the 2007 calendaryear but before the Effective Date shall be granted, on the Effective Date, an Initial Grantof Share Units having a value equal to $50,000. Each individual who becomes an EligibleDirector thereafter shall receive, on the date that such individual becomes an EligibleDirector, an Initial Grant under this Section 6(a) of the Plan of Share
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Units having a value equal to $50,000. The number of Share Units (including fractionalShare Units) to be credited as of the date of grant shall be determined by dividing thevalue of the grant as provided herein by the Fair Market Value of a Share on the date ofgrant. The value of such Share Units will be credited to an account maintained for theEligible Director on the books of the Company. An Eligible Director’s account shall becredited with Dividend Equivalents when dividends (excluding stock dividends, but includingdividends paid in cash) are paid on Shares, with the number of additional Share Units socredited equaling (i) the product of the Share Units then in the account multiplied by theamount of such dividend on a per Share basis divided by (ii) the Fair Market Value of aShare on the dividend payment date.     (b) *Annual Grants*. Effective for calendar years beginning on and after January 1,2008, each Eligible Director shall be granted an Annual Grant in accordance with thefollowing:     (i) For the 2008 calendar year, subject to his or her being a member of theBoard on each grant date, each Eligible Director shall be granted an Annual Grant intwo installments. Under the first installment, on January 2, 2008, each EligibleDirector shall be granted Share Units having a value equal to $16,667. The number ofShare Units (including fractional Share Units) to be credited as of the date ofgrant shall be determined by dividing the value of the grant as provided herein bythe Fair Market Value of a Share on the date of grant. The value of such Share Unitswill be credited to an account maintained for the Eligible Director on the books ofthe Company. An Eligible Director’s account shall be credited with DividendEquivalents when dividends (excluding stock dividends, but including dividends paidin cash) are paid on Shares, with the number of additional Share Units so creditedequaling (i) the product of the Share Units then in the account multiplied by theamount of such dividend on a per Share basis divided by (ii) the Fair Market Valueof a Share on the dividend payment date. Under the second installment, each EligibleDirector shall be granted Shares having a value equal to $33,333. This grant will bemade on the date of the 2008 Meeting, if the Plan is approved by the Company’sstockholders on such date. If the Plan is not so approved, the second installment ofthe 2008
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Annual Grant shall not be made and the Eligible Directors shall have no rightor claim to any compensation from the Company in respect thereof; *provided, however*,that pursuant to Section 8 of the Plan, the Eligible Directors will receive anamount in cash equal to the amount of the second installment upon the occurrence ofa Change in Control prior to the 2008 Meeting.     (ii) With respect to calendar years after 2008, subject to the Plan having beenapproved at the 2008 Meeting and further subject to each Director being a member ofthe Board on the applicable date of grant, each Eligible Director shall be grantedShares having a value equal to $50,000. Each Annual Grant shall be made on September1 of the year to which such Annual Grant pertains. If the Plan is not approved bythe Company’s stockholders at the 2008 Meeting, no Annual Grants shall be madehereunder with respect to calendar years after 2008 and the Eligible Directors shallhave no right or claim to any compensation from the Company in respect thereof.     7. **Vesting/Settlement**.     (a) *Initial Grants*. Each Initial Grant made prior to January 1, 2008 shall become fullyvested upon the earlier of (A) a Change in Control, as provided in Section 8 of the Plan,(B) approval of Plan by the Company’s stockholders at the 2008 Meeting, or (C) August 1,2008. Each Initial Grant made on or after January 1, 2008 shall become fully vested sixmonths from the date the Initial Grant is made. Each Initial Grant, and any DividendEquivalents credited in respect of the Initial Grant, shall be settled as soon asadministratively practicable after the Initial Grant becomes vested. Payment in respect ofany Initial Grant made prior to January 1, 2008 shall be made in cash, while payment inrespect of any Initial Grant made on or after January 1, 2008 shall be made in Shares;*provided, however*, that if the Company’s stockholders do not approve the Plan at the 2008Meeting, payment in respect of any Initial Grant shall be made in cash only, based on theFair Market Value of the Share Units on the date of payment.     (b) *Annual Grants*. Each Annual Grant shall become vested in accordance with thefollowing:
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     (i) With respect to the first installment of the 2008 Annual Grant, such Awardshall become fully vested upon the earlier of (A) a Change in Control, as providedin Section 8 of the Plan, (B) approval of the Plan by the Company’s stockholders atthe 2008 Meeting, or (C) September 1, 2008. The first installment of the 2008 AnnualGrant, and any Dividend Equivalents credited in respect of the first installment ofthe 2008 Annual Grant, shall be settled in Shares as soon as administrativelypracticable after the first installment of the 2008 Annual Grant becomes vested;*provided, however,*that except as provided in Section 8 of the Plan, if the Plan isnot approved by the Company’s shareholders at the 2008 Meeting, the firstinstallment of the 2008 Annual Grant shall be cancelled with no consideration due tothe Eligible Director.     (ii) The second installment of the 2008 Annual Grant shall vest at a rate of50% on September 1, 2009 and 50% on September 1, 2010, subject to the EligibleDirector remaining in service on each vesting date, and will be settled in Shares assoon as administratively practicable thereafter.     (iii) With respect to Annual Grants made in respect of 2009 and subsequentcalendar years, except as provided in Section 8 of the Plan, such Annual Grantsshall vest at a rate of one-third (1/3) on each annual anniversary of the applicabledate of grant, subject to the Eligible Director remaining in service on each vestingdate. Notwithstanding the foregoing, the Board, in its discretion, may establishprocedures to permit Eligible Directors to defer the receipt of Common Stockunderlying such Annual Grants.     (c) The Board may, in its discretion, provide that any Initial Grant or Annual Grantshall become fully vested upon an Eligible Director ceasing to provide services as a memberof the Board.     8. **Change in Control.**Notwithstanding anything to the contrary contained in the Plan, upon aChange in Control that occurs prior to the 2008 Annual Meeting, (i) all outstanding Awards inrespect of Initial Grants and the first installments of the 2008 Annual Grants shall vest in fulland be immediately settled in cash on the effective date of the Change in Control, based on theFair Market Value of a Share, as determined in connection with the Change in Control
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transaction and (ii) on the effective date of the Change in Control, in lieu of receiving thesecond installment of the 2008 Annual Grant, each Eligible Director who is then a member of theBoard shall receive a cash payment equal to $33,333. Upon a Change in Control that occurs afterthe 2008 Annual Meeting (if the Plan has been approved by shareholders at the 2008 Annual Meeting),all outstanding Awards shall vest in full and shall be immediately settled in Shares on theeffective date of the Change in Control.     9. **Adjustments and Reorganizations.**In the event of any stock dividend, stock split,combination or exchange of Shares, merger, consolidation, spin-off or other distribution (otherthan normal cash dividends) of Company assets to shareholders, or any other change affecting theCommon Stock, such proportionate adjustments, as are required to reflect such change, shall be madewith respect to the number of Share Units or Dividend Equivalents credited to each EligibleDirector’s account.     10. **Non-Transferability of Awards.**Awards shall not be subject to attachment, garnishment orany other legal process with respect to creditors of an Eligible Director, nor shall any Awards besubject to anticipation, alienation, sale, assignment, pledge, encumbrance or transfer by anEligible Director other than by will or laws of succession. Awards may not be assigned oralienated in a domestic relations proceeding, except as required by applicable law.     11. **Rights as a Shareholder.**Shares subject to an Award that is settled in Shares shall bedeemed issued, and the Eligible Director shall be deemed the record holder of such Shares, on thedate the Award is settled. Until such settlement date, except as expressly provided herein withrespect to the right to receive Dividend Equivalents, no right to vote or any other rights as astockholder shall exist with respect to the Shares subject to the Award. If an Award is settled incash, an Eligible Director shall have no rights as a shareholder with respect to the Shares thathad been subject such Award.     12. **No Right to Service.**Neither participation in the Plan nor any action under the Plan shallbe construed to give any Eligible Director a right to remain in service on the Board.     13. **Unfunded Plan.**The Plan shall be unfunded. To the extent any individual holds any rightsby virtue of an Award granted under the Plan, such rights (unless otherwise determined by theBoard) shall be no greater than the rights of an unsecured general creditor of the Company.
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     14. **Compliance with Law.**The Board shall administer, construe, interpret and exercisediscretion under the Plan in a manner that is consistent with and in compliance with a reasonablegood faith interpretation of all applicable laws and that avoids, to the extent practicable, theclassification of any Award as “deferred compensation” for purposes of Section 409A of the InternalRevenue Code of 1986, as amended.     15. **Fractional Shares**. The Company shall not be required to issue any fractional Sharespursuant to this Plan. Any fractional Shares shall be settled in cash.     16. **Successors and Assigns.**The Plan shall be binding on all successors and assigns of theCompany and an Eligible Director, including without limitation, the estate of such EligibleDirector and the executor, administrator or trustee of such estate, or any receiver or trustee inbankruptcy or representative of the Eligible Director’s creditors.     17. **Plan Amendment.**The Board may amend the Plan as it deems necessary or appropriate,provided that (1) no amendment shall be inconsistent with the intentions underlying the Plan asdescribed in Section 1 and (2) no amendment will adversely affect the rights of any persons owedany amounts under the Plan without their approval, except that any change required by applicablesecurities, tax or other law, rule or regulation may be made notwithstanding the requirements of(1) or (2).     18. **Plan Termination.**The Board may terminate the Plan at any time. However, if so terminated,prior Awards shall remain outstanding and in effect in accordance with their applicable terms andconditions.     19. **Governing Law.**The Plan, any Awards granted hereunder and any actions taken in connectionherewith shall be governed by and construed in accordance with the laws of the state of Colorado(without regard to any state’s conflict of laws principles). Any legal action related to this Planshall be brought only in a federal or state court located in Colorado.     20. **Stockholder Approval**. The Plan was adopted by the Board of Directors on the EffectiveDate, subject to stockholder approval, except as provided in the following sentence. Except asotherwise provided herein with respect to the Initial Grants and the 2008 Annual Grants (in thecase of a Change in Control that occurs prior to the 2008 Meeting), the Plan and any benefitsgranted thereunder shall be null and void if stockholder approval of the Plan is notobtained at the 2008 Meeting. The Board of Directors retains the right to adopt othercompensation programs for the Eligible Directors in the event that the Plan is not approved bystockholders at the 2008 Meeting.
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