3DICON
      CORPORATION 2007 Incentive Stock Plan

     

      
        

      

       

    

    THIS
      3DICON CORPORATION 2007 INCENTIVE STOCK PLAN
      (the
      "Plan")
      is
      designed to retain directors, executives and selected employees and consultants
      and reward them for making major contributions to the success of the Company.
      These objectives are accomplished by making long-term incentive awards under
      the
      Plan thereby providing Participants with a proprietary interest in the growth
      and performance of the Company.

     

    
      	
              1.

            	
              Definitions.

            


    

    


    
      	 	
              (a)

            	
              "Board"
                -
                The Board of Directors of the
                Company.

            


    

    


    
      	 	
              (b)

            	
              "Code"
                -
                The Internal Revenue Code of 1986, as amended from time to
                time.

            


    

    


    
      	 	
              (c)

            	
              "Committee"
                -
                The Compensation Committee of the Company's Board, or such other
                committee
                of the Board that is designated by the Board to administer the Plan,
                composed of not less than two members of the Board all of whom are
                disinterested persons, as contemplated by Rule 16b-3 ("Rule
                16b-3")
                promulgated under the Securities Exchange Act of 1934, as amended
                (the
                "Exchange
                Act").

            


    

    


    
      	 	
              (d)

            	
              "Company"
                -
                3DICON CORPORATION and its subsidiaries including subsidiaries of
                subsidiaries.

            


    

    


    
      	 	
              (e)

            	
              "Exchange
                Act"
                -
                The Securities Exchange Act of 1934, as amended from time to
                time.

            


    

    


    
      	 	
              (f)

            	
              "Fair
                Market Value"
                -
                The fair market value of the Company's issued and outstanding Stock
                as
                determined in good faith by the Board or
                Committee.

            


    

    


    
      	 	
              (g)

            	
              "Grant"
                -
                The grant of any form of stock option, stock award, or stock purchase
                offer, whether granted singly, in combination or in tandem, to a
                Participant pursuant to such terms, conditions and limitations as
                the
                Committee may establish in order to fulfill the objectives of the
                Plan.

            


    

    


    
      	 	
              (h)

            	
              "Grant
                Agreement"
                -
                An agreement between the Company and a Participant that sets forth
                the
                terms, conditions and limitations applicable to a
                Grant.

            


    

    


    
      	 	
              (i)

            	
              "Option"
                -
                Either an Incentive Stock Option, in accordance with Section 422
                of Code,
                or a Nonstatutory Option, to purchase the Company's Stock that may
                be
                awarded to a Participant under the Plan. A Participant who receives
                an
                award of an Option shall be referred to as an "Optionee."

            


    

    


    
      	 	
              (j)

            	
              "Participant"
                -
                A director, officer, employee or consultant of the Company to whom
                an
                Award has been made under the Plan.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              "Restricted
                Stock Purchase Offer"
                -
                A Grant of the right to purchase a specified number of shares of
                Stock
                pursuant to a written agreement issued under the
                Plan.

            


    

    


    
      	 	
              (l)

            	
              "Securities
                Act"
                -
                The Securities Act of 1933, as amended from time to
                time.

            


    

    


    
      	 	
              (m)

            	
              "Stock"
                -
                Authorized and issued or unissued shares of common stock of the
                Company.

            


    

    


    
      	 	
              (n)

            	
              "Stock
                Award"
                -
                A Grant made under the Plan in stock or denominated in units of stock
                for
                which the Participant is not obligated to pay additional
                consideration.

            


    

    


    
      	
              2.

            	
              Administration.
                The Plan shall be administered by the Board, provided however, that
                the
                Board may delegate such administration to the Committee. Subject
                to the
                provisions of the Plan, the Board and/or the Committee shall have
                authority to (a) grant, in its discretion, Incentive Stock Options
                in
                accordance with Section 422 of the Code, or Nonstatutory Options,
                Stock
                Awards or Restricted Stock Purchase Offers; (b) determine in good
                faith
                the fair market value of the Stock covered by any Grant; (c) determine
                which eligible persons shall receive Grants and the number of shares,
                restrictions, terms and conditions to be included in such Grants;
                (d)
                construe and interpret the Plan; (e) promulgate, amend and rescind
                rules
                and regulations relating to its administration, and correct defects,
                omissions and inconsistencies in the Plan or any Grant; (f) consistent
                with the Plan and with the consent of the Participant, as appropriate,
                amend any outstanding Grant or amend the exercise date or dates thereof;
                (g) determine the duration and purpose of leaves of absence which
                may be
                granted to Participants without constituting termination of their
                employment for the purpose of the Plan or any Grant; and (h) make
                all
                other determinations necessary or advisable for the Plan's administration.
                The interpretation and construction by the Board of any provisions
                of the
                Plan or selection of Participants shall be conclusive and final.
                No member
                of the Board or the Committee shall be liable for any action or
                determination made in good faith with respect to the Plan or any
                Grant
                made thereunder.

            


    

    


    
      	
              3.

            	
              Eligibility.

            


    

    


    
      	 	
              (a)

            	
              General:
                The persons who shall be eligible to receive Grants shall be directors,
                officers, employees or consultants to the Company. The term consultant
                shall mean any person, other than an employee, who is engaged by
                the
                Company to render services and is compensated for such services.
                An
                Optionee may hold more than one Option. Any issuance of a Grant to
                an
                officer or director of the Company subsequent to the first registration
                of
                any of the securities of the Company under the Exchange Act shall
                comply
                with the requirements of Rule
                16b-3.

            


    

    


    
      	 	
              (b)

            	
              Incentive
                Stock Options:
                Incentive Stock Options may only be issued to employees of the Company.
                Incentive Stock Options may be granted to officers or directors,
                provided
                they are also employees of the Company. Payment of a director's fee
                shall
                not be sufficient to constitute employment by the
                Company.

            


    

    


    The
      Company shall not grant an Incentive Stock Option under the Plan to any employee
      if such Grant would result in such employee holding the right to exercise for
      the first time in any one calendar year, under all Incentive Stock Options
      granted under the Plan or any other plan maintained by the Company, with respect
      to shares of Stock having an aggregate fair market value, determined as of
      the
      date of the Option is granted, in excess of $100,000. Should it be determined
      that an Incentive Stock Option granted under the Plan exceeds such maximum
      for
      any reason other than a failure in good faith to value the Stock subject to
      such
      option, the excess portion of such option shall be considered a Nonstatutory
      Option. 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 Option as Incentive Stock Options
      under
      the Federal tax laws shall be applied on the basis of the order in which such
      Options are granted. If, for any reason, an entire Option does not qualify
      as an
      Incentive Stock Option by reason of exceeding such maximum, such Option shall
      be
      considered a Nonstatutory Option.

     

    
      
        
        

      

      
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              (c)

            	
              Nonstatutory
                Option:
                The provisions of the foregoing Section 3(b) shall not apply to any
                Option
                designated as a "Nonstatutory
                Option"
                or which sets forth the intention of the parties that the Option
                be a
                Nonstatutory Option.

            


    

    


    
      	 	
              (d)

            	
              Stock
                Awards and Restricted Stock Purchase Offers:
                The provisions of this Section 3 shall not apply to any Stock Award
                or
                Restricted Stock Purchase Offer under the
                Plan.

            


    

    


    
      	
              4.

            	
              Stock.

            


    

    


    
      	 	
              (a)

            	
              Authorized
                Stock:
                Stock subject to Grants may be either unissued or reacquired
                Stock.

            


    

    


    
      	 	
              (b)

            	
              Number
                of Shares:
                Subject to adjustment as provided in Section 5(i) of the Plan, the
                total
                number of shares of Stock which may be purchased or granted directly
                by
                Options, Stock Awards or Restricted Stock Purchase Offers, or purchased
                indirectly through exercise of Options granted under the Plan shall
                not
                exceed Fifteen Million (15,000,000) shares. If any Grant shall for
                any
                reason terminate or expire, any shares allocated thereto but remaining
                unpurchased upon such expiration or termination shall again be available
                for Grants with respect thereto under the Plan as though no Grant
                had
                previously occurred with respect to such shares. Any shares of Stock
                issued pursuant to a Grant and repurchased pursuant to the terms
                thereof
                shall be available for future Grants as though not previously covered
                by a
                Grant.

            


    

    


    
      	 	
              (c)

            	
              Reservation
                of Shares:
                The Company shall reserve and keep available at all times during
                the term
                of the Plan such number of shares as shall be sufficient to satisfy
                the
                requirements of the Plan. If, after reasonable efforts, which efforts
                shall not include the registration of the Plan or Grants under the
                Securities Act, the Company is unable to obtain authority from any
                applicable regulatory body, which authorization is deemed necessary
                by
                legal counsel for the Company for the lawful issuance of shares hereunder,
                the Company shall be relieved of any liability with respect to its
                failure
                to issue and sell the shares for which such requisite authority was
                so
                deemed necessary unless and until such authority is
                obtained.

            


      	 	 	 


      	 	(d)	Application of Funds:
               The
              proceeds received by the Company from the sale of Stock pursuant to
              the
              exercise of Options or rights under Stock Purchase Agreements will
              be used
              for general corporate purposes.


    

     

    
      
        
        

      

      
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              (e)

            	
              No
                Obligation to Exercise:
                The issuance of a Grant shall impose no obligation upon the Participant
                to
                exercise any rights under such
                Grant.

            


    

    


    
      	
              5.

            	
              Terms
                and Conditions of Options. Options granted hereunder shall be evidenced
                by
                agreements between the Company and the respective Optionees, in such
                form
                and substance as the Board or Committee shall from time to time approve.
                The form of Incentive Stock Option Agreement attached hereto as
                Exhibit
                A
                and the three forms of a Nonstatutory Stock Option Agreement for
                employees, for directors and for consultants, attached hereto as
                Exhibit
                B-1, Exhibit
                B-2
                and
                Exhibit B-3,
                respectively, shall be deemed to be approved by the Board. Option
                agreements need not be identical, and in each case may include such
                provisions as the Board or Committee may determine, but all such
                agreements shall be subject to and limited by the following terms
                and
                conditions:

            


    

    


    
      	 	
              (a)

            	
              Number
                of Shares:
                Each Option shall state the number of shares to which it
                pertains.

            


    

    


    
      	 	
              (b)

            	
              Exercise
                Price:
                Each Option shall state the exercise price, which shall be determined
                as
                follows:

            


    

    


    
      	
            	(i)	
              Any
                Incentive Stock Option granted to a person who at the time the Option
                is
                granted owns (or is deemed to own pursuant to Section 424(d) of the
                Code)
                stock possessing more than ten percent (10%) of the total combined
                voting
                power or value of all classes of stock of the Company ("Ten
                Percent Holder")
                shall have an exercise price of no less than 110% of the Fair Market
                Value
                of the Stock as of the date of grant;
                and

            


    

    


    
      	
            	(ii)	
              Incentive
                Stock Options granted to a person who at the time the Option is granted
                is
                not a Ten Percent Holder shall have an exercise price of no less
                than 100%
                of the Fair Market Value of the Stock as of the date of
                grant.

            


    

    


    For
      the
      purposes of this Section 5(b), the Fair Market Value shall be as determined
      by
      the Board in good faith, which determination shall be conclusive and binding;
      provided however, that if there is a public market for such Stock, the Fair
      Market Value per share shall be the average of the bid and asked prices (or
      the
      closing price if such stock is listed on the NASDAQ National Market System
      or
      Small Cap Issue Market) on the date of grant of the Option, or if listed on
      a
      stock exchange, the closing price on such exchange on such date of
      grant.

    


    
      	 	
              (c)

            	
              Medium
                and Time of Payment:
                The exercise price shall become immediately due upon exercise of
                the
                Option and shall be paid in cash or check made payable to the Company.
                Should the Company's outstanding Stock be registered under Section
                12(g)
                of the Exchange Act at the time the Option is exercised, then the
                exercise
                price may also be paid as follows:

            


    

     

    
      	
            	(i)	
              in
                shares of Stock held by the Optionee for the requisite period necessary
                to
                avoid a charge to the Company's earnings for financial reporting
                purposes
                and valued at Fair Market Value on the exercise date,
                or

            


    

    


    
      	
            	(ii)	
              through
                a special sale and remittance procedure pursuant to which the Optionee
                shall concurrently provide irrevocable written instructions (a) to
                a
                Company designated brokerage firm to effect the immediate sale of
                the
                purchased shares and remit to the Company, 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 Company by reason of such purchase and (b) to the
                Company
                to deliver the certificates for the purchased shares directly to
                such
                brokerage firm in order to complete the sale
                transaction.

            


    

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    At
      the
      discretion of the Board, exercisable either at the time of Option grant or
      of
      Option exercise, the exercise price may also be paid (i) by Optionee's delivery
      of a promissory note in form and substance satisfactory to the Company and
      permissible under applicable securities rules and bearing interest at a rate
      determined by the Board in its sole discretion, but in no event less than the
      minimum rate of interest required to avoid the imputation of compensation income
      to the Optionee under the Federal tax laws, or (ii) in such other form of
      consideration permitted by the State of Oklahoma corporations law as may be
      acceptable to the Board.

    


    
      	 	
              (d)

            	
              Term
                and Exercise of Options:
                Any Option granted to an employee of the Company shall become exercisable
                over a period of no longer than five (5) years, and no less than
                twenty
                percent (20%) of the shares covered thereby shall become exercisable
                annually. No Option shall be exercisable, in whole or in part, prior
                to
                one (1) year from the date it is granted unless the Board shall
                specifically determine otherwise, as provided herein. In no event
                shall
                any Option be exercisable after the expiration of ten (10) years
                from the
                date it is granted, and no Incentive Stock Option granted to a Ten
                Percent
                Holder shall, by its terms, be exercisable after the expiration of
                five
                (5) years from the date of the Option. Unless otherwise specified
                by the
                Board or the Committee in the resolution authorizing such Option,
                the date
                of grant of an Option shall be deemed to be the date upon which the
                Board
                or the Committee authorizes the granting of such Option.
                

            


    

    


    Each
      Option shall be exercisable to the nearest whole share, in installments or
      otherwise, as the respective Option agreements may provide. During the lifetime
      of an Optionee, the Option shall be exercisable only by the Optionee and shall
      not be assignable or transferable by the Optionee, and no other person shall
      acquire any rights therein. To the extent not exercised, installments (if more
      than one) shall accumulate, but shall be exercisable, in whole or in part,
      only
      during the period for exercise as stated in the Option agreement, whether or
      not
      other installments are then exercisable.

    


    
      	 	
              (e)

            	
              Termination
                of Status as Employee, Consultant or Director:
                If
                Optionee's status as an employee shall terminate for any reason other
                than
                Optionee's disability or death, then Optionee (or if the Optionee
                shall
                die after such termination, but prior to exercise, Optionee's personal
                representative or the person entitled to succeed to the Option) shall
                have
                the right to exercise the portions of any of Optionee's Incentive
                Stock
                Options which were exercisable as of the date of such termination,
                in
                whole or in part, not less than 30 days nor more than three (3) months
                after such termination (or, in the event of "termination
                for good cause"
                as that term is defined in Oklahoma case law related thereto, or
                by the
                terms of the Plan or the Option Agreement or an employment agreement,
                the
                Option shall automatically terminate as of the termination of employment
                as to all shares covered by the Option).


            


    

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    With
      respect to Nonstatutory Options granted to employees, directors or consultants,
      the Board may specify such period for exercise, not less than 30 days (except
      that in the case of "termination
      for cause"
      or
      removal of a director, the Option shall automatically terminate as of the
      termination of employment or services as to shares covered by the Option,
      following termination of employment or services as the Board deems reasonable
      and appropriate. The Option may be exercised only with respect to installments
      that the Optionee could have exercised at the date of termination of employment
      or services. Nothing contained herein or in any Option granted pursuant hereto
      shall be construed to affect or restrict in any way the right of the Company
      to
      terminate the employment or services of an Optionee with or without
      cause.

    


    
      	 	
              (f)

            	
              Disability
                of Optionee:
                If
                an Optionee is disabled (within the meaning of Section 22(e)(3) of
                the
                Code) at the time of termination, the three (3) month period set
                forth in
                Section 5(e) shall be a period, as determined by the Board and set
                forth
                in the Option, of not less than six months nor more than one year
                after
                such termination. 

            


    

    


    
      	 	
              (g)

            	
              Death
                of Optionee:
                If
                an Optionee dies while employed by, engaged as a consultant to, or
                serving
                as a Director of the Company, the portion of such Optionee's Option
                which
                was exercisable at the date of death may be exercised, in whole or
                in
                part, by the estate of the decedent or by a person succeeding to
                the right
                to exercise such Option at any time within (i) a period, as determined
                by
                the Board and set forth in the Option, of not less than six (6) months
                nor
                more than one (1) year after Optionee's death, which period shall
                not be
                more, in the case of a Nonstatutory Option, than the period for exercise
                following termination of employment or services, or (ii) during the
                remaining term of the Option, whichever is the lesser. The Option
                may be
                so exercised only with respect to installments exercisable at the
                time of
                Optionee's death and not previously exercised by the
                Optionee.

            


    

    


    
      	 	
              (h)

            	
              Nontransferability
                of Option:
                No
                Option shall be transferable by the Optionee, except by will or by
                the
                laws of descent and distribution.

            


    

    


    
      	 	
              (i)

            	
              Recapitalization:
                Subject to any required action of shareholders, the number of shares
                of
                Stock covered by each outstanding Option, and the exercise price
                per share
                thereof set forth in each such Option, shall be proportionately adjusted
                for any increase or decrease in the number of issued shares of Stock
                of
                the Company resulting from a stock split, stock dividend, combination,
                subdivision or reclassification of shares, or the payment of a stock
                dividend, or any other increase or decrease in the number of such
                shares
                affected without receipt of consideration by the Company; provided,
                however, the conversion of any convertible securities of the Company
                shall
                not be deemed to have been "effected
                without receipt of consideration"
                by the Company.

            


    

    


    In
      the
      event of a proposed dissolution or liquidation of the Company, a merger or
      consolidation in which the Company is not the surviving entity, or a sale of
      all
      or substantially all of the assets or capital stock of the Company
      (collectively, a "Reorganization"),
      unless otherwise provided by the Board, this Option shall terminate immediately
      prior to such date as is determined by the Board, which date shall be no later
      than the consummation of such Reorganization. In such event, if the entity
      which
      shall be the surviving entity does not tender to Optionee an offer, for which
      it
      has no obligation to do so, to substitute for any unexercised Option a stock
      option or capital stock of such surviving of such surviving entity, as
      applicable, which on an equitable basis shall provide the Optionee with
      substantially the same economic benefit as such unexercised Option, then the
      Board may grant to such Optionee, in its sole and absolute discretion and
      without obligation, the right for a period commencing thirty (30) days prior
      to
      and ending immediately prior to the date determined by the Board pursuant hereto
      for termination of the Option or during the remaining term of the Option,
      whichever is the lesser, to exercise any unexpired Option or Options without
      regard to the installment provisions of Paragraph 6(d) of the Plan; provided,
      that any such right granted shall be granted to all Optionees not receiving
      an
      offer to receive substitute options on a consistent basis, and provided further,
      that any such exercise shall be subject to the consummation of such
      Reorganization.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    


    Subject
      to any required action of shareholders, if the Company shall be the surviving
      entity in any merger or consolidation, each outstanding Option thereafter shall
      pertain to and apply to the securities to which a holder of shares of Stock
      equal to the shares subject to the Option would have been entitled by reason
      of
      such merger or consolidation.

    


    In
      the
      event of a change in the Stock of the Company as presently constituted, which
      is
      limited to a change of all of its authorized shares without par value into
      the
      same number of shares with a par value, the shares resulting from any such
      change shall be deemed to be the Stock within the meaning of the
      Plan.

    


    To
      the
      extent that the foregoing adjustments relate to stock or securities of the
      Company, such adjustments shall be made by the Board, whose determination in
      that respect shall be final, binding and conclusive. Except as expressly
      provided in this Section 5(i), the Optionee shall have no rights by reason
      of
      any subdivision or consolidation of shares of stock of any class or the payment
      of any stock dividend or any other increase or decrease in the number of shares
      of stock of any class, and the number or price of shares of Stock subject to
      any
      Option shall not be affected by, and no adjustment shall be made by reason
      of,
      any dissolution, liquidation, merger, consolidation or sale of assets or capital
      stock, or any issue by the Company of shares of stock of any class or securities
      convertible into shares of stock of any class.

    


    The
      Grant
      of an Option pursuant to the Plan shall not affect in any way the right or
      power
      of the Company to make any adjustments, reclassifications, reorganizations
      or
      changes in its capital or business structure or to merge, consolidate, dissolve,
      or liquidate or to sell or transfer all or any part of its business or
      assets.

    


    
      	 	
              (j)

            	
              Rights
                as a Shareholder:
                An
                Optionee shall have no rights as a shareholder with respect to any
                shares
                covered by an Option until the effective date of the issuance of
                the
                shares following exercise of such Option by Optionee. No adjustment
                shall
                be made for dividends (ordinary or extraordinary, whether in cash,
                securities or other property) or 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 5(i) hereof.
                

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              Modification,
                Acceleration, Extension, and Renewal of Options:
                Subject to the terms and conditions and within the limitations of
                the
                Plan, the Board may modify an Option, or, once an Option is exercisable,
                accelerate the rate at which it may be exercised, and may extend
                or renew
                outstanding Options granted under the Plan or accept the surrender
                of
                outstanding Options (to the extent not theretofore exercised) and
                authorize the granting of new Options in substitution for such Options,
                provided such action is permissible under Section 422 of the Code
                and
                applicable state securities rules. Notwithstanding the provisions
                of this
                Section 5(k), however, no modification of an Option shall, without
                the
                consent of the Optionee, alter to the Optionee's detriment or impair
                any
                rights or obligations under any Option theretofore granted under
                the
                Plan.

            


    

    


    
      	 	
              (l)

            	
              Exercise
                Before Exercise Date:
                At
                the discretion of the Board, the Option may, but need not, include
                a
                provision whereby the Optionee may elect to exercise all or any portion
                of
                the Option prior to the stated exercise date of the Option or any
                installment thereof. Any shares so purchased prior to the stated
                exercise
                date shall be subject to repurchase by the Company upon termination
                of
                Optionee's employment as contemplated by Section 5(n) hereof prior
                to the
                exercise date stated in the Option and such other restrictions and
                conditions as the Board or Committee may deem
                advisable.

            


    

    


    
      	 	
              (m)

            	
              Other
                Provisions:
                The Option agreements authorized under the Plan shall contain such
                other
                provisions, including, without limitation, restrictions upon the
                exercise
                of the Options, as the Board or the Committee shall deem advisable.
                Shares
                shall not be issued pursuant to the exercise of an Option, if the
                exercise
                of such Option or the issuance of shares thereunder would violate,
                in the
                opinion of legal counsel for the Company, the provisions of any applicable
                law or the rules or regulations of any applicable governmental or
                administrative agency or body, such as the Code, the Securities Act,
                the
                Exchange Act, applicable state securities rules, Oklahoma corporation
                law,
                and the rules promulgated under the foregoing or the rules and regulations
                of any exchange upon which the shares of the Company are listed.
                Without
                limiting the generality of the foregoing, the exercise of each Option
                shall be subject to the condition that if at any time the Company
                shall
                determine that (i) the satisfaction of withholding tax or other similar
                liabilities, or (ii) the listing, registration or qualification of
                any
                shares covered by such exercise upon any securities exchange or under
                any
                state or federal law, or (iii) the consent or approval of any regulatory
                body, or (iv) the perfection of any exemption from any such withholding,
                listing, registration, qualification, consent or approval is necessary
                or
                desirable in connection with such exercise or the issuance of shares
                thereunder, then in any such event, such exercise shall not be effective
                unless such withholding, listing registration, qualification, consent,
                approval or exemption shall have been effected, obtained or perfected
                free
                of any conditions not acceptable to the
                Company.

            


    

    


    
      	 	
              (n)

            	
              Repurchase
                Agreement:
                The Board may, in its discretion, require as a condition to the Grant
                of
                an Option hereunder, that an Optionee execute an agreement with the
                Company, in form and substance satisfactory to the Board in its discretion
                ("Repurchase
                Agreement"),
                (i) restricting the Optionee's right to transfer shares purchased
                under
                such Option without first offering such shares to the Company or
                another
                shareholder of the Company upon the same terms and conditions as
                provided
                therein; and (ii) providing that upon termination of Optionee's employment
                with the Company, for any reason, the Company (or another shareholder
                of
                the Company, as provided in the Repurchase Agreement) shall have
                the right
                at its discretion (or the discretion of such other shareholders)
                to
                purchase and/or redeem all such shares owned by the Optionee on the
                date
                of termination of his or her employment at a price equal to: (A)
                the fair
                value of such shares as of such date of termination; or (B) if such
                repurchase right lapses at 20% of the number of shares per year,
                the
                original purchase price of such shares, and upon terms of payment
                permissible under applicable state securities rules; provided that
                in the
                case of Options or Stock Awards granted to officers, directors,
                consultants or affiliates of the Company, such repurchase provisions
                may
                be subject to additional or greater restrictions as determined by
                the
                Board or Committee.

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Stock
                Awards and Restricted Stock Purchase
                Offers.

            


    

    


    
      	 	
              (a)

            	
              Types
                of Grants.

            


    

    


    
      	
            	(i)	
              Stock
                Award.
                All or part of any Stock Award under the Plan may be subject to conditions
                established by the Board or the Committee, and set forth in the Stock
                Award Agreement, which may include, but are not limited to, continuous
                service with the Company, achievement of specific business objectives,
                increases in specified indices, attaining growth rates and other
                comparable measurements of Company performance. Such Awards may be
                based
                on Fair Market Value or other specified valuation. All Stock Awards
                will
                be made pursuant to the execution of a Stock Award Agreement substantially
                in the form attached hereto as Exhibit
                C.

            


    

    


    
      	
            	(ii)	
              Restricted
                Stock Purchase Offer.
                A
                Grant of a Restricted Stock Purchase Offer under the Plan shall be
                subject
                to such (i) vesting contingencies related to the Participant's continued
                association with the Company for a specified time and (ii) other
                specified
                conditions as the Board or Committee shall determine, in their sole
                discretion, consistent with the provisions of the Plan. All Restricted
                Stock Purchase Offers shall be made pursuant to a Restricted Stock
                Purchase Offer substantially in the form attached hereto as Exhibit
                D.

            


    

    


    
      	 	
              (b)

            	
              Conditions
                and Restrictions.
                Shares of Stock which Participants may receive as a Stock Award under
                a
                Stock Award Agreement or Restricted Stock Purchase Offer under a
                Restricted Stock Purchase Offer may include such restrictions as
                the Board
                or Committee, as applicable, shall determine, including restrictions
                on
                transfer, repurchase rights, right of first refusal, and forfeiture
                provisions. When transfer of Stock is so restricted or subject to
                forfeiture provisions it is referred to as "Restricted
                Stock".
                Further, with Board or Committee approval, Stock Awards or Restricted
                Stock Purchase Offers may be deferred, either in the form of installments
                or a future lump sum distribution. The Board or Committee may permit
                selected Participants to elect to defer distributions of Stock Awards
                or
                Restricted Stock Purchase Offers in accordance with procedures established
                by the Board or Committee to assure that such deferrals comply with
                applicable requirements of the Code including, at the choice of
                Participants, the capability to make further deferrals for distribution
                after retirement. Any deferred distribution, whether elected by the
                Participant or specified by the Stock Award Agreement, Restricted
                Stock
                Purchase Offers or by the Board or Committee, may require the payment
                be
                forfeited in accordance with the provisions of Section 6(c). Dividends
                or
                dividend equivalent rights may be extended to and made part of any
                Stock
                Award or Restricted Stock Purchase Offers denominated in Stock or
                units of
                Stock, subject to such terms, conditions and restrictions as the
                Board or
                Committee may establish.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Cancellation
                and Rescission of Grants.
                Unless the Stock Award Agreement or Restricted Stock Purchase Offer
                specifies otherwise, the Board or Committee, as applicable, may cancel
                any
                unexpired, unpaid, or deferred Grants at any time if the Participant
                is
                not in compliance with all other applicable provisions of the Stock
                Award
                Agreement or Restricted Stock Purchase Offer, the Plan and with the
                following conditions:

            


    

    


    
      	
            	(i)	
              A
                Participant shall not render services for any organization or engage
                directly or indirectly in any business which, in the judgment of
                the chief
                executive officer of the Company or other senior officer designated
                by the
                Board or Committee, is or becomes competitive with the Company, or
                which
                organization or business, or the rendering of services to such
                organization or business, is or becomes otherwise prejudicial to
                or in
                conflict with the interests of the Company. For Participants whose
                employment has terminated, the judgment of the chief executive officer
                shall be based on the Participant's position and responsibilities
                while
                employed by the Company, the Participant's post-employment
                responsibilities and position with the other organization or business,
                the
                extent of past, current and potential competition or conflict between
                the
                Company and the other organization or business, the effect on the
                Company's customers, suppliers and competitors and such other
                considerations as are deemed relevant given the applicable facts
                and
                circumstances. A Participant who has retired shall be free, however,
                to
                purchase as an investment or otherwise, stock or other securities
                of such
                organization or business so long as they are listed upon a recognized
                securities exchange or traded over-the-counter, and such investment
                does
                not represent a substantial investment to the Participant or a greater
                than ten percent (10%) equity interest in the organization or
                business.

            


    

    


    
      	
            	(ii)	
              A
                Participant shall not, without prior written authorization from the
                Company, disclose to anyone outside the Company, or use in other
                than the
                Company's business, any confidential information or material, as
                defined
                in the Company's Proprietary Information and Invention Agreement
                or
                similar agreement regarding confidential information and intellectual
                property, relating to the business of the Company, acquired by the
                Participant either during or after employment with the Company.
                

            


    

    


    
      	
            	(iii)	
              A
                Participant, pursuant to the Company's Proprietary Information and
                Invention Agreement, shall disclose promptly and assign to the Company
                all
                right, title and interest in any invention or idea, patentable or
                not,
                made or conceived by the Participant during employment by the Company,
                relating in any manner to the actual or anticipated business, research
                or
                development work of the Company and shall do anything reasonably
                necessary
                to enable the Company to secure a patent where appropriate in the
                United
                States and in foreign countries.

            


    

    


    
      	
            	(iv)	
              Upon
                exercise, payment or delivery pursuant to a Grant, the Participant
                shall
                certify on a form acceptable to the Committee that he or she is in
                compliance with the terms and conditions of the Plan. Failure to
                comply
                with all of the provisions of this Section 6(c) prior to, or during
                the
                six months after, any exercise, payment or delivery pursuant to a
                Grant
                shall cause such exercise, payment or delivery to be rescinded. The
                Company shall notify the Participant in writing of any such rescission
                within two years after such exercise, payment or delivery. Within
                ten days
                after receiving such a notice from the Company, the Participant shall
                pay
                to the Company the amount of any gain realized or payment received
                as a
                result of the rescinded exercise, payment or delivery pursuant to
                a Grant.
                Such payment shall be made either in cash or by returning to the
                Company
                the number of shares of Stock that the Participant received in connection
                with the rescinded exercise, payment or
                delivery.

            


    

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              Nonassignability.

            


    

    


    
      	
            	(i)	
              Except
                pursuant to Section 6(e)(iii) and except as set forth in Section
                6(d)(ii),
                no Grant or any other benefit under the Plan shall be assignable
                or
                transferable, or payable to or exercisable by, anyone other than
                the
                Participant to whom it was granted.

            


    

    


    
      	
            	(ii)	
              Where
                a Participant terminates employment and retains a Grant pursuant
                to
                Section 6(e)(ii) in order to assume a position with a governmental,
                charitable or educational institution, the Board or Committee, in
                its
                discretion and to the extent permitted by law, may authorize a third
                party
                (including but not limited to the trustee of a "blind" trust), acceptable
                to the applicable governmental or institutional authorities, the
                Participant and the Board or Committee, to act on behalf of the
                Participant with regard to such
                Awards.

            


    

    


    
      	 	
              (e)

            	
              Termination
                of Employment.
                If
                the employment or service to the Company of a Participant terminates,
                other than pursuant to any of the following provisions under this
                Section
                6(e), all unexercised, deferred and unpaid Stock Awards or Restricted
                Stock Purchase Offers shall be cancelled immediately, unless the
                Stock
                Award Agreement or Restricted Stock Purchase Offer provides otherwise:
                

            


    

    


    
      	
            	(i)	
              Retirement
                Under a Company Retirement Plan.
                When a Participant's employment terminates as a result of retirement
                in
                accordance with the terms of a Company retirement plan, the Board
                or
                Committee may permit Stock Awards or Restricted Stock Purchase Offers
                to
                continue in effect beyond the date of retirement in accordance with
                the
                applicable Grant Agreement and the exercisability and vesting of
                any such
                Grants may be accelerated.

            


    

    


    
      	
            	(ii)	
              Rights
                in the Best Interests of the Company.
                When a Participant resigns from the Company and, in the judgment
                of the
                Board or Committee, the acceleration and/or continuation of outstanding
                Stock Awards or Restricted Stock Purchase Offers would be in the
                best
                interests of the Company, the Board or Committee may (i) authorize,
                where
                appropriate, the acceleration and/or continuation of all or any part
                of
                Grants issued prior to such termination and (ii) permit the exercise,
                vesting and payment of such Grants for such period as may be set
                forth in
                the applicable Grant Agreement, subject to earlier cancellation pursuant
                to Section 9 or at such time as the Board or Committee shall deem
                the
                continuation of all or any part of the Participant's Grants are not
                in the
                Company's best interest.

            


    

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

    

    
      	
            	(iii)	
              Death
                or Disability of a Participant. 

            


    

    


    
      	 	
              (1)

            	
              In
                the event of a Participant's death, the Participant's estate or
                beneficiaries shall have a period up to the expiration date specified
                in
                the Grant Agreement within which to receive or exercise any outstanding
                Grant held by the Participant under such terms as may be specified
                in the
                applicable Grant Agreement. Rights to any such outstanding Grants
                shall
                pass by will or the laws of descent and distribution in the following
                order: (a) to beneficiaries so designated by the Participant; if
                none,
                then (b) to a legal representative of the Participant; if none, then
                (c)
                to the persons entitled thereto as determined by a court of competent
                jurisdiction. Grants so passing shall be made at such times and in
                such
                manner as if the Participant were
                living.

            


    

    


    
      	 	
              (2)

            	
              In
                the event a Participant is deemed by the Board or Committee to be
                unable
                to perform his or her usual duties by reason of mental disorder or
                medical
                condition which does not result from facts which would be grounds
                for
                termination for cause, Grants and rights to any such Grants may be
                paid to
                or exercised by the Participant, if legally competent, or a committee
                or
                other legally designated guardian or representative if the Participant
                is
                legally incompetent by virtue of such
                disability.

            


    

    


    
      	 	
              (3)

            	
              After
                the death or disability of a Participant, the Board or Committee
                may in
                its sole discretion at any time (1) terminate restrictions in Grant
                Agreements; (2) accelerate any or all installments and rights; and
                (3)
                instruct the Company to pay the total of any accelerated payments
                in a
                lump sum to the Participant, the Participant's estate, beneficiaries
                or
                representative; notwithstanding that, in the absence of such termination
                of restrictions or acceleration of payments, any or all of the payments
                due under the Grant might ultimately have become payable to other
                beneficiaries.

            


    

    


    
      	 	
              (4)

            	
              In
                the event of uncertainty as to interpretation of or controversies
                concerning this Section 6, the determinations of the Board or Committee,
                as applicable, shall be binding and
                conclusive.

            


    

    


    
      	
              7.

            	
              Investment
                Intent. All Grants under the Plan are intended to be exempt from
                registration under the Securities Act provided by Rule 701 thereunder.
                Unless and until the granting of Options or sale and issuance of
                Stock
                subject to the Plan are registered under the Securities Act or shall
                be
                exempt pursuant to the rules promulgated thereunder, each Grant under
                the
                Plan shall provide that the purchases or other acquisitions of Stock
                thereunder shall be for investment purposes and not with a view to,
                or for
                resale in connection with, any distribution thereof. Further, unless
                the
                issuance and sale of the Stock have been registered under the Securities
                Act, each Grant shall provide that no shares shall be purchased upon
                the
                exercise of the rights under such Grant unless and until (i) all
                then
                applicable requirements of state and federal laws and regulatory
                agencies
                shall have been fully complied with to the satisfaction of the Company
                and
                its counsel, and (ii) if requested to do so by the Company, the person
                exercising the rights under the Grant shall (i) give written assurances
                as
                to knowledge and experience of such person (or a representative employed
                by such person) in financial and business matters and the ability
                of such
                person (or representative) to evaluate the merits and risks of exercising
                the Option, and (ii) execute and deliver to the Company a letter
                of
                investment intent and/or such other form related to applicable exemptions
                from registration, all in such form and substance as the Company
                may
                require. If shares are issued upon exercise of any rights under a
                Grant
                without registration under the Securities Act, subsequent registration
                of
                such shares shall relieve the purchaser thereof of any investment
                restrictions or representations made upon the exercise of such
                rights.

            


    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Amendment,
                Modification, Suspension or Discontinuance of the Plan. The Board
                may,
                insofar as permitted by law, from time to time, with respect to any
                shares
                at the time not subject to outstanding Grants, suspend or terminate
                the
                Plan or revise or amend it in any respect whatsoever, except that
                without
                the approval of the shareholders of the Company, no such revision
                or
                amendment shall (i) increase the number of shares subject to the
                Plan,
                (ii) decrease the price at which Grants may be granted, (iii) materially
                increase the benefits to Participants, or (iv) change the class of
                persons
                eligible to receive Grants under the Plan; provided, however, no
                such
                action shall alter or impair the rights and obligations under any
                Option,
                or Stock Award, or Restricted Stock Purchase Offer outstanding as
                of the
                date thereof without the written consent of the Participant thereunder.
                No
                Grant may be issued while the Plan is suspended or after it is terminated,
                but the rights and obligations under any Grant issued while the Plan
                is in
                effect shall not be impaired by suspension or termination of the
                Plan.

            


    

    


    In
      the
      event of any change in the outstanding Stock by reason of a stock split, stock
      dividend, combination or reclassification of shares, recapitalization, merger,
      or similar event, the Board or the Committee may adjust proportionally (a)
      the
      number of shares of Stock (i) reserved under the Plan, (ii) available for
      Incentive Stock Options and Nonstatutory Options and (iii) covered by
      outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
      prices related to outstanding Grants; and (c) the appropriate Fair Market Value
      and other price determinations for such Grants. In the event of any other change
      affecting the Stock or any distribution (other than normal cash dividends)
      to
      holders of Stock, such adjustments as may be deemed equitable by the Board
      or
      the Committee, including adjustments to avoid fractional shares, shall be made
      to give proper effect to such event. In the event of a corporate merger,
      consolidation, acquisition of property or stock, separation, reorganization
      or
      liquidation, the Board or the Committee shall be authorized to issue or assume
      stock options, whether or not in a transaction to which Section 424(a) of the
      Code applies, and other Grants by means of substitution of new Grant Agreements
      for previously issued Grants or an assumption of previously issued
      Grants.

    


    
      	
              9.

            	
              Tax
                Withholding. The Company shall have the right to deduct applicable
                taxes
                from any Grant payment and withhold, at the time of delivery or exercise
                of Options, Stock Awards or Restricted Stock Purchase Offers or vesting
                of
                shares under such Grants, an appropriate number of shares for payment
                of
                taxes required by law or to take such other action as may be necessary
                in
                the opinion of the Company to satisfy all obligations for withholding
                of
                such taxes. If Stock is used to satisfy tax withholding, such stock
                shall
                be valued based on the Fair Market Value when the tax withholding
                is
                required to be made. 

            


    

     

    
      	
              10.

            	
              Availability
                of Information. During the term of the Plan and any additional period
                during which a Grant granted pursuant to the Plan shall be exercisable,
                the Company shall make available, not later than one hundred and
                twenty
                (120) days following the close of each of its fiscal years, such
                financial
                and other information regarding the Company as is required by the
                bylaws
                of the Company and applicable law to be furnished in an annual report
                to
                the shareholders of the Company. 

            


    

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	
              Notice.
                Any written notice to the Company required by any of the provisions
                of the
                Plan shall be addressed to the chief personnel officer or to the
                chief
                executive officer of the Company, and shall become effective when
                it is
                received by the office of the chief personnel officer or the chief
                executive officer. 

            


    

    


    
      	
              12.

            	
              Indemnification
                of Board. In addition to such other rights or indemnifications as
                they may
                have as directors or otherwise, and to the extent allowed by applicable
                law, the members of the Board and the Committee may be indemnified
                by the
                Company against the reasonable expenses, including attorneys' fees,
                actually and necessarily incurred in connection with the defense
                of any
                claim, action, suit or proceeding, or in connection with any appeal
                thereof, to which they or any of them may be a party by reason of
                any
                action taken, or failure to act, under or in connection with the
                Plan or
                any Grant granted thereunder, and against all amounts paid by them
                in
                settlement thereof (provided such settlement is approved by independent
                legal counsel selected by the Company) or paid by them in satisfaction
                of
                a judgment in any such claim, action, suit or proceeding, except
                in any
                case in relation to matters as to which it shall be adjudged in such
                claim, action, suit or proceeding that such Board or Committee member
                is
                liable for negligence or misconduct in the performance of his or
                her
                duties; provided that within sixty (60) days after institution of
                any such
                action, suit or Board proceeding the member involved shall offer
                the
                Company, in writing, the opportunity, at its own expense, to handle
                and
                defend the same. 

            


    

     

    
      	
              13.

            	
              Governing
                Law. The Plan and all determinations made and actions taken pursuant
                hereto, to the extent not otherwise governed by the Code or the securities
                laws of the United States, shall be governed by the law of the State
                of
                Oklahoma and construed accordingly.


            


    

    


    
      	
              14.

            	
              Effective
                and Termination Dates. The Plan shall become effective on the date
                it is
                approved by the holders of a majority of the shares of Stock then
                outstanding. If the Plan is not approved by the holders of a majority
                of
                the shares of Stock within one (1) year from the date it is adopted
                and
                approved by the Board of Directors of the Company, all stock options
                granted hereunder shall be deemed non-statutory options. The Plan
                shall
                terminate ten years later, subject to earlier termination by the
                Board
                pursuant to Section 8. 

            


    

    


    The
      foregoing 2007
      Incentive Stock Plan
      (consisting of 15 pages, including this page) was duly adopted and approved
      by
      the Board of Directors on August __,
      2007

    
      	 	 	 
	 	
              3DICON
                CORPORATION

              an
                Oklahoma corporation

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
Martin
              Keating
	 	Its:	Chief Executive
              Officer


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    3DICON
      CORPORATIN

    INCENTIVE
      STOCK OPTION AGREEMENT

    
      
 

    THIS
      INCENTIVE STOCK OPTION AGREEMENT ("Agreement")
      is
      made and entered into as of the date set forth below, by and between
3DICON
      CORPORATION, an Oklahoma corporation (the "Company"),
      and the
      employee of the Company named in Section 1(b). ("Optionee"):

     

    In
      consideration of the covenants herein set forth, the parties hereto agree as
      follows:

     

    1.
      Option
      Information.

    


    
      	 	(a)	Date
              of
              Option:	   
              	 
	 	(b)	Optionee: 	   	 
	 	(c)	Number
              of Shares:  	   
              	 
	 	(d)	Exercise
              Price: 	   
              	 


    

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    2.
      Acknowledgements.

     

    
      (a)
Optionee
        is an employee of the Company. 

    

    


    (b) The
      Board
      of Directors (the "Board"
      which
      term shall include an authorized committee of the Board of Directors) and
      shareholders of the Company have heretofore adopted a 2007 Incentive Stock
      Plan
      (the "Plan"),
      pursuant to which this Option is being granted.

    


    (c) The
      Board
      has authorized the granting to Optionee of an incentive stock option
      ("Option")
      as
      defined in Section 422 of the Internal Revenue Code of 1986, as amended, (the
      "Code")
      to
      purchase shares of common stock of the Company ("Stock")
      upon
      the terms and conditions hereinafter stated and pursuant to an exemption from
      registration under the Securities Act of 1933, as amended (the "Securities
      Act")
      provided by Rule 701 thereunder.

    


    3.
      Shares;
      Price.
      The
      Company hereby grants to Optionee the right to purchase, upon and subject to
      the
      terms and conditions herein stated, the number of shares of Stock set forth
      in
      Section 1(c) above (the "Shares")
      for
      cash (or other consideration as is authorized under the Plan and acceptable
      to
      the Board, in their sole and absolute discretion) at the price per Share set
      forth in Section 1(d) above (the "Exercise
      Price"),
      such
      price being not less than the fair market value per share of the Shares covered
      by this Option as of the date hereof (unless Optionee is the owner of Stock
      possessing ten percent or more of the total voting power or value of all
      outstanding Stock of the Company, in which case the Exercise Price shall be
      no
      less than 110% of the fair market value of such Stock).

    


    4.
      Term
      of Option; Continuation of Employment.
      This
      Option shall expire, and all rights hereunder to purchase the Shares shall
      terminate five (5) years from the date hereof. This Option shall earlier
      terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
      termination of Optionee's employment if such termination occurs prior to the
      end
      of such five (5) year period. Nothing contained herein shall confer upon
      Optionee the right to the continuation of his or her employment by the Company
      or to interfere with the right of the Company to terminate such employment
      or to
      increase or decrease the compensation of Optionee from the rate in existence
      at
      the date hereof.

    


    5.
      Vesting
      of Option.
      Subject
      to the provisions of Sections 7 and 8 hereof, this Option shall become
      exercisable during the term of Optionee's employment in four (4) equal annual
      installments of twenty-five percent (25%) of the Shares covered by this Option,
      the first installment to be exercisable on the six (6) month anniversary of
      the
      date of this Option (the "Initial Vesting Date"), with an additional twenty-five
      percent (25%) of such Shares becoming exercisable on each of the three (3)
      successive twelve (12) month periods following the Initial Vesting Date. The
      installments shall be cumulative (i.e., this option may be exercised, as to
      any
      or all Shares covered by an installment, at any time or times after an
      installment becomes exercisable and until expiration or termination of this
      option).

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    6.
      Exercise.
      This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price
      of
      the Shares covered by the notice (or such other consideration as has been
      approved by the Board of Directors consistent with the Plan) and (c) a written
      investment representation as provided for in Section 13 hereof. Notwithstanding
      anything to the contrary contained in this Option, this Option may be exercised
      by presentation and surrender of this Option to the Company at its principal
      executive offices with a written notice of the holder’s intention to effect a
      cashless exercise, including a calculation of the number of shares of Common
      Stock to be issued upon such exercise in accordance with the terms hereof (a
      “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the
      Exercise Price in cash, the holder shall surrender this Option for that number
      of shares of Common Stock determined by multiplying the number of Shares to
      which it would otherwise be entitled by a fraction, the numerator of which
      shall
      be the difference between the then current Market Price per share of the Common
      Stock and the Exercise Price, and the denominator of which shall be the then
      current Market Price per share of Common Stock. For example, if the holder
      is
      exercising 100,000 Options with a per Option exercise price of $0.75 per share
      through a cashless exercise when the Common Stock’s current Market Price per
      share is $2.00 per share, then upon such Cashless Exercise the holder will
      receive 62,500 shares of Common Stock. Market Price is defined as the average
      of
      the last reported sale prices on the principal trading market for the Common
      Stock during the five (5) trading days immediately preceding such date.
This
      Option shall not be assignable or transferable, except by will or by the laws
      of
      descent and distribution, and shall be exercisable only by Optionee during
      his
      or her lifetime, except as provided in Section 8 hereof.

    


    7.
      Termination
      of Employment.
      If
      Optionee shall cease to be employed by the Company for any reason, whether
      voluntarily or involuntarily, other than by his or her death, Optionee (or
      if
      the Optionee shall die after such termination, but prior to such exercise date,
      Optionee's personal representative or the person entitled to succeed to the
      Option) shall have the right at any time within three (3) months following
      such
      termination of employment or the remaining term of this Option, whichever is
      the
      lesser, to exercise in whole or in part this Option to the extent, but only
      to
      the extent, that this Option was exercisable as of the date of termination
      of
      employment and had not previously been exercised; provided, however: (i) if
      Optionee is permanently disabled (within the meaning of Section 22(e)(3) of
      the
      Code) at the time of termination, the foregoing three (3) month period shall
      be
      extended to six (6) months; or (ii) if Optionee is terminated "for
      cause"
      or by
      the terms of the Plan or this Option Agreement or by any employment agreement
      between the Optionee and the Company, this Option shall automatically terminate
      as to all Shares covered by this Option not exercised prior to termination.
      Unless earlier terminated, all rights under this Option shall terminate in
      any
      event on the expiration date of this Option as defined in Section 4
      hereof.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    


    8.
      Death
      of Optionee.
      If the
      Optionee shall die while in the employ of the Company, Optionee's personal
      representative or the person entitled to Optionee's rights hereunder may at
      any
      time within six (6) months after the date of Optionee's death, or during the
      remaining term of this Option, whichever is the lesser, exercise this Option
      and
      purchase Shares to the extent, but only to the extent, that Optionee could
      have
      exercised this Option as of the date of Optionee's death; provided, in any
      case,
      that this Option may be so exercised only to the extent that this Option has
      not
      previously been exercised by Optionee.

    


    9.
      No
      Rights as Shareholder.
      Optionee
      shall have no rights as a shareholder with respect to the Shares covered by
      any
      installment of this Option until the effective date of issuance of Shares
      following exercise of this Option, and no adjustment will be made for dividends
      or other rights for which the record date is prior to the date such stock
      certificate or certificates are issued except as provided in Section 10
      hereof.

    


    10.
      Recapitalization.
      Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having been "effected
      without receipt of consideration by the Company".

    


    In
      the
      event of a proposed dissolution or liquidation of the Company, a merger or
      consolidation in which the Company is not the surviving entity, or a sale of
      all
      or substantially all of the assets or capital stock of the Company
      (collectively, a "Reorganization"),
      unless otherwise provided by the Board, this Option shall terminate immediately
      prior to such date as is determined by the Board, which date shall be no later
      than the consummation of such Reorganization. In such event, if the entity
      which
      shall be the surviving entity does not tender to Optionee an offer, for which
      it
      has no obligation to do so, to substitute for any unexercised Option a stock
      option or capital stock of such surviving of such surviving entity, as
      applicable, which on an equitable basis shall provide the Optionee with
      substantially the same economic benefit as such unexercised Option, then the
      Board may grant to such Optionee, in its sole and absolute discretion and
      without obligation, the right for a period commencing thirty (30) days prior
      to
      and ending immediately prior to the date determined by the Board pursuant hereto
      for termination of the Option or during the remaining term of the Option,
      whichever is the lesser, to exercise any unexpired Option or Options without
      regard to the installment provisions of Section 5; provided, however, that
      such
      exercise shall be subject to the consummation of such
      Reorganization.

    


    Subject
      to any required action by the shareholders of the Company, if the Company shall
      be the surviving entity in any merger or consolidation, this Option thereafter
      shall pertain to and apply to the securities to which a holder of Shares equal
      to the Shares subject to this Option would have been entitled by reason of
      such
      merger or consolidation, and the installment provisions of Section 5 shall
      continue to apply.

    


    In
      the
      event of a change in the shares of the Company as presently constituted, which
      is limited to a change of all of its authorized Stock without par value into
      the
      same number of shares of Stock with a par value, the shares resulting from
      any
      such change shall be deemed to be the Shares within the meaning of this
      Option.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    To
      the
      extent that the foregoing adjustments relate to shares or securities of the
      Company, such adjustments shall be made by the Board, whose determination in
      that respect shall be final, binding and conclusive. Except as hereinbefore
      expressly provided, Optionee shall have no rights by reason of any subdivision
      or consolidation of shares of Stock of any class or the payment of any stock
      dividend or any other increase or decrease in the number of shares of stock
      of
      any class, and the number and price of Shares subject to this Option shall
      not
      be affected by, and no adjustments shall be made by reason of, any dissolution,
      liquidation, merger, consolidation or sale of assets or capital stock, or any
      issue by the Company of shares of stock of any class or securities convertible
      into shares of stock of any class.

    


    The
      grant
      of this Option shall not affect in any way the right or power of the Company
      to
      make adjustments, reclassifications, reorganizations or changes in its capital
      or business structure or to merge, consolidate, dissolve or liquidate or to
      sell
      or transfer all or any part of its business or assets.

     

    11.
      Additional
      Consideration.
      Should
      the Internal Revenue Service determine that the Exercise Price established
      by
      the Board as the fair market value per Share is less than the fair market value
      per Share as of the date of Option grant, Optionee hereby agrees to tender
      such
      additional consideration, or agrees to tender upon exercise of all or a portion
      of this Option, such fair market value per Share as is determined by the
      Internal Revenue Service.

    


    12.
      Modifications,
      Extension and Renewal of Options.
      The
      Board or Committee, as described in the Plan, may modify, extend or renew this
      Option or accept the surrender thereof (to the extent not theretofore exercised)
      and authorize the granting of a new option in substitution therefore (to the
      extent not theretofore exercised), subject at all times to the Plan, and Section
      422 of the Code. Notwithstanding the foregoing provisions of this Section 12,
      no
      modification shall, without the consent of the Optionee, alter to the Optionee's
      detriment or impair any rights of Optionee hereunder.

    


    13.
      Investment
      Intent; Restrictions on Transfer.

    


    (a)
      Optionee represents and agrees that if Optionee exercises this Option in whole
      or in part, Optionee will in each case acquire the Shares upon such exercise
      for
      the purpose of investment and not with a view to, or for resale in connection
      with, any distribution thereof; and that upon such exercise of this Option
      in
      whole or in part, Optionee (or any person or persons entitled to exercise this
      Option under the provisions of Sections 7 and 8 hereof) shall furnish to the
      Company a written statement to such effect, satisfactory to the Company in
      form
      and substance. If the Shares represented by this Option are registered under
      the
      Securities Act, either before or after the exercise of this Option in whole
      or
      in part, the Optionee shall be relieved of the foregoing investment
      representation and agreement and shall not be required to furnish the Company
      with the foregoing written statement.

    


    (b)
      Optionee further represents that Optionee has had access to the financial
      statements or books and records of the Company, has had the opportunity to
      ask
      questions of the Company concerning its business, operations and financial
      condition, and to obtain additional information reasonably necessary to verify
      the accuracy of such information.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    


    (c)
      Unless and until the Shares represented by this Option are registered under
      the
      Securities Act, all certificates representing the Shares and any certificates
      subsequently issued in substitution therefor and any certificate for any
      securities issued pursuant to any stock split, share reclassification, stock
      dividend or other similar capital event shall bear legends in substantially
      the
      following form:

    


    
      	 	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	 	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN INCENTIVE STOCK OPTION AGREEMENT DATED ____________ BETWEEN
                THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    such
      other legend or legends as the Company and its counsel deem necessary or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

    


    14.
      Effects
      of Early Disposition.
      Optionee
      understands that if an Optionee disposes of shares acquired hereunder within
      two
      (2) years after the date of this Option or within one (1) year after the date
      of
      issuance of such shares to Optionee, such Optionee will be treated for income
      tax purposes as having received ordinary income at the time of such disposition
      of an amount generally measured by the difference between the purchase price
      and
      the fair market value of such stock on the date of exercise, subject to
      adjustment for any tax previously paid, in addition to any tax on the difference
      between the sales price and Optionee's adjusted cost basis in such shares.
      The
      foregoing amount may be measured differently if Optionee is an officer, director
      or ten percent holder of the Company. Optionee agrees to notify the Company
      within ten (10) working days of any such disposition.

    


    15.
      Stand-off
      Agreement.
      Optionee
      agrees that in connection with any registration of the Company's securities
      under the Securities Act, and upon the request of the Company or any underwriter
      managing an underwritten offering of the Company's securities, Optionee shall
      not sell, short any sale of, loan, grant an option for, or otherwise dispose
      of
      any of the Shares (other than Shares included in the offering) without the
      prior
      written consent of the Company or such managing underwriter, as applicable,
      for
      a period of at least one year following the effective date of registration
      of
      such offering.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    


    16.
      Restriction
      Upon Transfer.
      The
      Shares may not be sold, transferred or otherwise disposed of and shall not
      be
      pledged or otherwise hypothecated by the Optionee except as hereinafter
      provided.

    


    (a)
      Repurchase
      Right on Termination Other Than for Cause.
      For the
      purposes of this Section, a "Repurchase
      Event"
      shall
      mean an occurrence of one of (i) termination of Optionee's employment by the
      Company, voluntary or involuntary and with or without cause; (ii) retirement
      or
      death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have
      occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution
      of
      the marriage of Optionee, to the extent that any of the Shares are allocated
      as
      the sole and separate property of Optionee's spouse pursuant thereto (in which
      case this Section shall only apply to the Shares so affected); or (v) any
      attempted transfer by the Optionee of Shares, or any interest therein, in
      violation of this Agreement. Upon the occurrence of a Repurchase Event, the
      Company shall have the right (but not an obligation) to repurchase all or any
      portion of the Shares of Optionee at a price equal to the fair value of the
      Shares as of the date of the Repurchase Event.

    


    (b)
      Repurchase
      Right on Termination for Cause.
      In the
      event Optionee's employment is terminated by the Company "for
      cause",
      then
      the Company shall have the right (but not an obligation) to repurchase Shares
      of
      Optionee at a price equal to the Exercise Price. Such right of the Company
      to
      repurchase Shares shall apply to 100% of the Shares for one (1) year from the
      date of this Agreement; and shall thereafter lapse at the rate of twenty percent
      (20%) of the Shares on each anniversary of the date of this Agreement. In
      addition, the Company shall have the right, in the sole discretion of the Board
      and without obligation, to repurchase upon termination for cause all or any
      portion of the Shares of Optionee, at a price equal to the fair value of the
      Shares as of the date of termination, which right is not subject to the
      foregoing lapsing of rights. In the event the Company elects to repurchase
      the
      Shares, the stock certificates representing the same shall forthwith be returned
      to the Company for cancellation.

    


    (c)
      Exercise
      of Repurchase Right.
      Any
      Repurchase Right under Paragraphs 16(a) or 16(b) shall be exercised by giving
      notice of exercise as provided herein to Optionee or the estate of Optionee,
      as
      applicable. Such right shall be exercised, and the repurchase price thereunder
      shall be paid, by the Company within a ninety (90) day period beginning on
      the
      date of notice to the Company of the occurrence of such Repurchase Event (except
      in the case of termination of employment or retirement, where such option period
      shall begin upon the occurrence of the Repurchase Event). Such repurchase price
      shall be payable only in the form of cash (including a check drafted on
      immediately available funds) or cancellation of purchase money indebtedness
      of
      the Optionee for the Shares. If the Company can not purchase all such Shares
      because it is unable to meet the financial tests set forth in Oklahoma
      corporation law, the Company shall have the right to purchase as many Shares
      as
      it is permitted to purchase under such sections. Any Shares not purchased by
      the
      Company hereunder shall no longer be subject to the provisions of this Section
      16.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    


    (d)
      Right
      of First Refusal.
      In the
      event Optionee desires to transfer any Shares during his or her lifetime,
      Optionee shall first offer to sell such Shares to the Company. Optionee shall
      deliver to the Company written notice of the intended sale, such notice to
      specify the number of Shares to be sold, the proposed purchase price and terms
      of payment, and grant the Company an option for a period of thirty days
      following receipt of such notice to purchase the offered Shares upon the same
      terms and conditions. To exercise such option, the Company shall give notice
      of
      that fact to Optionee within the thirty (30) day notice period and agree to
      pay
      the purchase price in the manner provided in the notice. If the Company does
      not
      purchase all of the Shares so offered during foregoing option period, Optionee
      shall be under no obligation to sell any of the offered Shares to the Company,
      but may dispose of such Shares in any lawful manner during a period of one
      hundred and eighty (180) days following the end of such notice period, except
      that Optionee shall not sell any such Shares to any other person at a lower
      price or upon more favorable terms than those offered to the
      Company.

     

    
      (e)
        Acceptance
        of Restrictions.
        Acceptance of the Shares shall constitute the Optionee's agreement to such
        restrictions and the legending of his certificates with respect thereto.
        Notwithstanding such restrictions, however, so long as the Optionee is the
        holder of the Shares, or any portion thereof, he shall be entitled to receive
        all dividends declared on and to vote the Shares and to all other rights
        of a
        shareholder with respect thereto.

       

    

    (f)
      Permitted
      Transfers.
      Notwithstanding any provisions in this Section 16 to the contrary, the Optionee
      may transfer Shares subject to this Agreement to his or her parents, spouse,
      children, or grandchildren, or a trust for the benefit of the Optionee or any
      such transferee(s); provided, that such permitted transferee(s) shall hold
      the
      Shares subject to all the provisions of this Agreement (all references to the
      Optionee herein shall in such cases refer mutatis mutandis to the permitted
      transferee, except in the case of clause (iv) of Section 16(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that
      notwithstanding any other provisions in this Agreement, a permitted transferee
      may not, in turn, make permitted transfers without the written consent of the
      Optionee and the Company.

    


    (g)
      Release
      of Restrictions on Shares.
      All
      other restrictions under this Section 16 shall terminate five (5) years
      following the date of this Agreement, or when the Company's securities are
      publicly traded, whichever occurs earlier. 

     

    17.
      Notices.
      Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, five (5) days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided to the Company
      by
      Optionee for his or her employee records.

     

    18.
      Agreement
      Subject to Plan; Applicable Law.
      This
      Option is made pursuant to the Plan and shall be interpreted to comply
      therewith. A copy of such Plan is available to Optionee, at no charge, at the
      principal office of the Company. Any provision of this Option inconsistent
      with
      the Plan shall be considered void and replaced with the applicable provision
      of
      the Plan. This Option has been granted, executed and delivered in the State
      of
      Oklahoma, and the interpretation and enforcement shall be governed by the laws
      thereof and subject to the exclusive jurisdiction of the courts
      therein.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    


    In
      Witness Whereof,
      the
      parties hereto have executed this Option as of the date first above
      written.

     

    
      	
              COMPANY:
                

            	
              3DICON
                CORPORATION

              an
                Oklahoma corporation

               

               

              By:

              
                

              

              Name:

              
                

              

              Title:

              
                

              

            
	 	 
	
              OPTIONEE:

            	
               

              By:

              
                

              

              (signature)

              Name:

              
                
 

            


    

    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Appendix
      A

    


    NOTICE
      OF
      EXERCISE

    


    3DICON
      CORPORATION

    _________________

    _________________

    _________________

    


    Re:
      Incentive Stock Option

    


    1) Notice
      is
      hereby given pursuant to Section 6 of my Incentive Stock Option Agreement that
      I
      elect to purchase the number of shares set forth below at the exercise price
      set
      forth in my option agreement:

    


    Incentive
      Stock Option Agreement dated: ____________

    


    Number
      of
      shares being purchased: ____________

    


    Exercise
      Price: $____________

    


    A
      check
      in the amount of the aggregate price of the shares being purchased is
      attached.


     

    OR

    


    2) I
      elect a
      cashless exercise pursuant to Section 6 of my
      Incentive Stock Option.
      The
      Average Market Price as of _______ was $_____.

    


    I
      hereby
      confirm that such shares are being acquired by me for my own account for
      investment purposes, and not with a view to, or for resale in connection with,
      any distribution thereof. I will not sell or dispose of my Shares in violation
      of the Securities Act of 1933, as amended, or any applicable federal or state
      securities laws. Further, I understand that the exemption from taxable income
      at
      the time of exercise is dependent upon my holding such stock for a period of
      at
      least one year from the date of exercise and two years from the date of grant
      of
      the Option.

    


    I
      understand that the certificate representing the Option Shares will bear a
      restrictive legend within the contemplation of the Securities Act and as
      required by such other state or federal law or regulation applicable to the
      issuance or delivery of the Option Shares.

     

    
      
        
        

      

      
        
          
            
              Appendix
                A

            

          

        

        
          

        

      

      
        
        

      

    

    


    I
      agree
      to provide to the Company such additional documents or information as may be
      required pursuant to the Company's 2007 Incentive Stock Plan.

    
      	 	 	 	 
	 	 	 	 
	
            	 	By:	
            
	
            	 	 	
              
(signature)
	
            	 	Name:	
            
	 	 	 	
              
 


    

     

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-1

    


    3DICON
      CORPORATION

    EMPLOYEE
      NONSTATUTORY STOCK OPTION AGREEMENT

    
      
        

      

    

    


    This
      Employee Nonstatutory Stock Option Agreement ("Agreement")
      is
      made and entered into as of the date set forth below, by and between
3DIOCN
      CORPORATION,
      an
      Oklahoma corporation (the "Company"),
      and
      the following employee of the Company ("Optionee"):

    


    In
      consideration of the covenants herein set forth, the parties hereto agree as
      follows:

    


    1.
      Option
      Information.

    

      
        	
                (a)

              	
                 Date
                  of Option:

              	
                  

              
	
                (b)

              	
                 Optionee: 

              	
                 

              
	
                (c)

              	
                 Number
                  of Shares:

              	
                  

              
	
                (d)

              	
                 Exercise
                  Price:

              	
                  

              
	
                (e)

              	
                 Vesting
                  Schedule

              	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

    

    


    2.
      Acknowledgements.

    (a)
      Optionee is an employee of the Company.

    


    (b)
      The
      Board of Directors (the "Board"
      which
      term shall include an authorized committee of the Board of Directors) and
      shareholders of the Company have heretofore adopted a 2007 Incentive Stock
      Plan
      (the "Plan"),
      pursuant to which this Option is being granted; and

    


    (c)
      The
      Board has authorized the granting to Optionee of a nonstatutory stock option
      ("Option")
      to
      purchase shares of common stock of the Company ("Stock")
      upon
      the terms and conditions hereinafter stated and pursuant to an exemption from
      registration under the Securities Act of 1933, as amended (the "Securities
      Act")
      provided by Rule 701 thereunder.

    


    3.
      Shares;
      Price.
      Company
      hereby grants to Optionee the right to purchase, upon and subject to the terms
      and conditions herein stated, the number of shares of Stock set forth in Section
      1(c) above (the "Shares")
      for
      cash or on a cashless basis (or other consideration as is acceptable to the
      Board of Directors of the Company, in their sole and absolute discretion) at
      the
      price per Share set forth in Section 1(d) above (the "Exercise
      Price").

    


    4.
      Term
      of Option; Continuation of Service.
      This
      Option shall expire, and all rights hereunder to purchase the Shares shall
      terminate, five (5) years from the date hereof. This Option shall earlier
      terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
      termination of Optionee's employment if such termination occurs prior to the
      end
      of such five (5) year period. Nothing contained herein shall confer upon
      Optionee the right to the continuation of his or her employment by the Company
      or to interfere with the right of the Company to terminate such employment
      or to
      increase or decrease the compensation of Optionee from the rate in existence
      at
      the date hereof.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    5.
      Vesting
      of Option.
      Subject
      to the provisions of Sections 7 and 8 hereof, this Option shall become
      exercisable during the term of Optionee's employment according to terms deemed
      acceptable to the Board of Directors of Company in their sole and absolute
      discretion according to the schedule set forth in Section 1(e) above (the
“Vesting Schedule”)

    


    6.
      Exercise.
      This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix
      A,
      (b) a
      check or cash in the amount of the Exercise Price of the Shares covered by
      the
      notice (or such other consideration as has been approved by the Board of
      Directors consistent with the Plan) and (c) a written investment representation
      as provided for in Section 13 hereof. Notwithstanding
      anything to the contrary contained in this Option, this Option may be exercised
      by presentation and surrender of this Option to the Company at its principal
      executive offices with a written notice of the holder’s intention to effect a
      cashless exercise, including a calculation of the number of shares of Common
      Stock to be issued upon such exercise in accordance with the terms hereof (a
      “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the
      Exercise Price in cash, the holder shall surrender this Option for that number
      of shares of Common Stock determined by multiplying the number of Shares to
      which it would otherwise be entitled by a fraction, the numerator of which
      shall
      be the difference between the then current Market Price per share of the Common
      Stock and the Exercise Price, and the denominator of which shall be the then
      current Market Price per share of Common Stock. For example, if the holder
      is
      exercising 100,000 Options with a per exercise price of $0.75 per share through
      a cashless exercise when the Common Stock’s current Market Price per share is
      $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500
      shares of Common Stock. Market Price is defined as the average of the last
      reported sale prices on the principal trading market for the Common Stock during
      the five (5) trading days immediately preceding such date. This
      Option shall not be assignable or transferable, except by will or by the laws
      of
      descent and distribution, and shall be exercisable only by Optionee during
      his
      or her lifetime, except as provided in Section 8 hereof.

    


    7.
      Termination
      of Employment.
      If
      Optionee shall cease to be employed by the Company for any reason, whether
      voluntarily or involuntarily, other than by his or her death, Optionee (or
      if
      the Optionee shall die after such termination, but prior to such exercise date,
      Optionee's personal representative or the person entitled to succeed to the
      Option) shall have the right at any time within three (3) months following
      such
      termination of employment or the remaining term of this Option, whichever is
      the
      lesser, to exercise in whole or in part this Option to the extent, but only
      to
      the extent, that this Option was exercisable as of the date of termination
      of
      employment and had not previously been exercised; provided, however: (i) if
      Optionee is permanently disabled (within the meaning of Section 22(e)(3) of
      the
      Code) at the time of termination, the foregoing three (3) month period shall
      be
      extended to six (6) months; or (ii) if Optionee is terminated "for cause",
      or by
      the terms of the Plan or this Option Agreement or by any employment agreement
      between the Optionee and the Company, this Option shall automatically terminate
      as to all Shares covered by this Option not exercised prior to
      termination.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Unless
      earlier terminated, all rights under this Option shall terminate in any event
      on
      the expiration date of this Option as defined in Section 4 hereof.

     

    8.
      Death
      of Optionee.
      If the
      Optionee shall die while in the employ of the Company, Optionee's personal
      representative or the person entitled to Optionee's rights hereunder may at
      any
      time within six (6) months after the date of Optionee's death, or during the
      remaining term of this Option, whichever is the lesser, exercise this Option
      and
      purchase Shares to the extent, but only to the extent, that Optionee could
      have
      exercised this Option as of the date of Optionee's death; provided, in any
      case,
      that this Option may be so exercised only to the extent that this Option has
      not
      previously been exercised by Optionee.

    


    9.
      No
      Rights as Shareholder.
      Optionee
      shall have no rights as a shareholder with respect to the Shares covered by
      any
      installment of this Option until the effective date of issuance of the Shares
      following exercise of this Option, and no adjustment will be made for dividends
      or other rights for which the record date is prior to the date such stock
      certificate or certificates are issued except as provided in Section 10
      hereof.

    


    10.
      Recapitalization.
      Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having been "effected without receipt of consideration by the
      Company".

    


    In
      the
      event of a proposed dissolution or liquidation of the Company, a merger or
      consolidation in which the Company is not the surviving entity, or a sale of
      all
      or substantially all of the assets or capital stock of the Company
      (collectively, a "Reorganization"),
      unless otherwise provided by the Board, this Option shall terminate immediately
      prior to such date as is determined by the Board, which date shall be no later
      than the consummation of such Reorganization. In such event, if the entity
      which
      shall be the surviving entity does not tender to Optionee an offer, for which
      it
      has no obligation to do so, to substitute for any unexercised Option a stock
      option or capital stock of such surviving of such surviving entity, as
      applicable, which on an equitable basis shall provide the Optionee with
      substantially the same economic benefit as such unexercised Option, then the
      Board may grant to such Optionee, in its sole and absolute discretion and
      without obligation, the right for a period commencing thirty (30) days prior
      to
      and ending immediately prior to the date determined by the Board pursuant hereto
      for termination of the Option or during the remaining term of the Option,
      whichever is the lesser, to exercise any unexpired Option or Options without
      regard to the installment provisions of Section 5; provided, however, that
      such
      exercise shall be subject to the consummation of such
      Reorganization.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    Subject
      to any required action by the shareholders of the Company, if the Company shall
      be the surviving entity in any merger or consolidation, this Option thereafter
      shall pertain to and apply to the securities to which a holder of Shares equal
      to the Shares subject to this Option would have been entitled by reason of
      such
      merger or consolidation, and the installment provisions of Section 5 shall
      continue to apply.

    


    In
      the
      event of a change in the shares of the Company as presently constituted, which
      is limited to a change of all of its authorized Stock without par value into
      the
      same number of shares of Stock with a par value, the shares resulting from
      any
      such change shall be deemed to be the Shares within the meaning of this
      Option.

    To
      the
      extent that the foregoing adjustments relate to shares or securities of the
      Company, such adjustments shall be made by the Board, whose determination in
      that respect shall be final, binding and conclusive. Except as hereinbefore
      expressly provided, Optionee shall have no rights by reason of any subdivision
      or consolidation of shares of Stock of any class or the payment of any stock
      dividend or any other increase or decrease in the number of shares of stock
      of
      any class, and the number and price of Shares subject to this Option shall
      not
      be affected by, and no adjustments shall be made by reason of, any dissolution,
      liquidation, merger, consolidation or sale of assets or capital stock, or any
      issue by the Company of shares of stock of any class or securities convertible
      into shares of stock of any class.

    


    The
      grant
      of this Option shall not affect in any way the right or power of the Company
      to
      make adjustments, reclassifications, reorganizations or changes in its capital
      or business structure or to merge, consolidate, dissolve or liquidate or to
      sell
      or transfer all or any part of its business or assets.

    


    11.
      Taxation
      upon Exercise of Option.
      Optionee
      understands that, upon exercise of this Option, Optionee will recognize income,
      for Federal and state income tax purposes, in an amount equal to the amount
      by
      which the fair market value of the Shares, determined as of the date of
      exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee
      shall constitute an agreement by Optionee to report such income in accordance
      with then applicable law and to cooperate with Company in establishing the
      amount of such income and corresponding deduction to the Company for its income
      tax purposes. Withholding for federal or state income and employment tax
      purposes will be made, if and as required by law, from Optionee's then current
      compensation, or, if such current compensation is insufficient to satisfy
      withholding tax liability, the Company may require Optionee to make a cash
      payment to cover such liability as a condition of the exercise of this
      Option.

    


    12.
      Modification,
      Extension and Renewal of Options.
      The
      Board or Committee, as described in the Plan, may modify, extend or renew this
      Option or accept the surrender thereof (to the extent not theretofore exercised)
      and authorize the granting of a new option in substitution therefore (to the
      extent not theretofore exercised), subject at all times to the Plan and the
      Code. Notwithstanding the foregoing provisions of this Section 12, no
      modification shall, without the consent of the Optionee, alter to the Optionee's
      detriment or impair any rights of Optionee hereunder.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    13.
      Investment
      Intent; Restrictions on Transfer.

    


    (a)
      Optionee represents and agrees that if Optionee exercises this Option in whole
      or in part, Optionee will in each case acquire the Shares upon such exercise
      for
      the purpose of investment and not with a view to, or for resale in connection
      with, any distribution thereof; and that upon such exercise of this Option
      in
      whole or in part, Optionee (or any person or persons entitled to exercise this
      Option under the provisions of Sections 7 and 8 hereof) shall furnish to the
      Company a written statement to such effect, satisfactory to the Company in
      form
      and substance. If the Shares represented by this Option are registered under
      the
      Securities Act, either before or after the exercise of this Option in whole
      or
      in part, the Optionee shall be relieved of the foregoing investment
      representation and agreement and shall not be required to furnish the Company
      with the foregoing written statement.

    


    (b)
      Optionee further represents that Optionee has had access to the financial
      statements or books and records of the Company, has had the opportunity to
      ask
      questions of the Company concerning its business, operations and financial
      condition, and to obtain additional information reasonably necessary to verify
      the accuracy of such information

    


    (c)
      Unless and until the Shares represented by this Option are registered under
      the
      Securities Act, all certificates representing the Shares and any certificates
      subsequently issued in substitution therefor and any certificate for any
      securities issued pursuant to any stock split, share reclassification, stock
      dividend or other similar capital event shall bear legends in substantially
      the
      following form:

    


    
      	 	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	 	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN
                THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    and/or
      such other legend or legends as the Company and its counsel deem necessary
      or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    14.
      Stand-off
      Agreement.
      Optionee
      agrees that, in connection with any registration of the Company's securities
      under the Securities Act, and upon the request of the Company or any underwriter
      managing an underwritten offering of the Company's securities, Optionee shall
      not sell, short any sale of, loan, grant an option for, or otherwise dispose
      of
      any of the Shares (other than Shares included in the offering) without the
      prior
      written consent of the Company or such managing underwriter, as applicable,
      for
      a period of at least one year following the effective date of registration
      of
      such offering.

    


    15.
      Restriction
      Upon Transfer.
      The
      Shares may not be sold, transferred or otherwise disposed of and shall not
      be
      pledged or otherwise hypothecated by the Optionee except as hereinafter
      provided.

    (a)
      Repurchase Right on Termination Other Than for Cause. For the purposes of this
      Section, a "Repurchase
      Event"
      shall
      mean an occurrence of one of (i) termination of Optionee's employment by the
      Company, voluntary or involuntary and with or without cause; (ii) retirement
      or
      death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have
      occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution
      of
      the marriage of Optionee, to the extent that any of the Shares are allocated
      as
      the sole and separate property of Optionee's spouse pursuant thereto (in which
      case, this Section shall only apply to the Shares so affected); or (v) any
      attempted transfer by the Optionee of Shares, or any interest therein, in
      violation of this Agreement. Upon the occurrence of a Repurchase Event, the
      Company shall have the right (but not an obligation) to repurchase all or any
      portion of the Shares of Optionee at a price equal to the fair value of the
      Shares as of the date of the Repurchase Event.

    


    (b)
      Repurchase Right on Termination for Cause. In the event Optionee's employment
      is
      terminated by the Company "for cause", then the Company shall have the right
      (but not an obligation) to repurchase Shares of Optionee at a price equal to
      the
      Exercise Price. Such right of the Company to repurchase Shares shall apply
      to
      100% of the Shares for one (1) year from the date of this Agreement; and shall
      thereafter lapse at the rate of twenty percent (20%) of the Shares on each
      anniversary of the date of this Agreement. In addition, the Company shall have
      the right, in the sole discretion of the Board and without obligation, to
      repurchase upon termination for cause all or any portion of the Shares of
      Optionee, at a price equal to the fair value of the Shares as of the date of
      termination, which right is not subject to the foregoing lapsing of rights.
      In
      the event the Company elects to repurchase the Shares, the stock certificates
      representing the same shall forthwith be returned to the Company for
      cancellation.

    


    (c)
      Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or
      15(b) shall be exercised by giving notice of exercise as provided herein to
      Optionee or the estate of Optionee, as applicable. Such right shall be
      exercised, and the repurchase price thereunder shall be paid, by the Company
      within a ninety (90) day period beginning on the date of notice to the Company
      of the occurrence of such Repurchase Event (except in the case of termination
      of
      employment or retirement, where such option period shall begin upon the
      occurrence of the Repurchase Event). Such repurchase price shall be payable
      only
      in the form of cash (including a check drafted on immediately available funds)
      or cancellation of purchase money indebtedness of the Optionee for the Shares.
      If the Company can not purchase all such Shares because it is unable to meet
      the
      financial tests set forth in the Oklahoma corporation law, the Company shall
      have the right to purchase as many Shares as it is permitted to purchase under
      such sections. Any Shares not purchased by the Company hereunder shall no longer
      be subject to the provisions of this Section 15.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (d)
      Right
      of First Refusal. In the event Optionee desires to transfer any Shares during
      his or her lifetime, Optionee shall first offer to sell such Shares to the
      Company. Optionee shall deliver to the Company written notice of the intended
      sale, such notice to specify the number of Shares to be sold, the proposed
      purchase price and terms of payment, and grant the Company an option for a
      period of thirty days following receipt of such notice to purchase the offered
      Shares upon the same terms and conditions. To exercise such option, the Company
      shall give notice of that fact to Optionee within the thirty (30) day notice
      period and agree to pay the purchase price in the manner provided in the notice.
      If the Company does not purchase all of the Shares so offered during foregoing
      option period, Optionee shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days following the end of such
      notice period, except that Optionee shall not sell any such Shares to any other
      person at a lower price or upon more favorable terms than those offered to
      the
      Company.

    


    (e)
      Acceptance of Restrictions. Acceptance of the Shares shall constitute the
      Optionee's agreement to such restrictions and the legending of his certificates
      with respect thereto. Notwithstanding such restrictions, however, so long as
      the
      Optionee is the holder of the Shares, or any portion thereof, he shall be
      entitled to receive all dividends declared on and to vote the Shares and to
      all
      other rights of a shareholder with respect thereto.

    


    (f)
      Permitted Transfers. Notwithstanding any provisions in this Section 15 to the
      contrary, the Optionee may transfer Shares subject to this Agreement to his
      or
      her parents, spouse, children, or grandchildren, or a trust for the benefit
      of
      the Optionee or any such transferee(s); provided, that such permitted
      transferee(s) shall hold the Shares subject to all the provisions of this
      Agreement (all references to the Optionee herein shall in such cases refer
      mutatis mutandis to the permitted transferee, except in the case of clause
      (iv)
      of Section 15(a) wherein the permitted transfer shall be deemed to be
      rescinded); and provided further, that notwithstanding any other provisions
      in
      this Agreement, a permitted transferee may not, in turn, make permitted
      transfers without the written consent of the Optionee and the
      Company.

    


    (g)
      Release of Restrictions on Shares. All other restrictions under this Section
      15
      shall terminate five (5) years following the date of this Agreement, or when
      the
      Company's securities are publicly traded, whichever occurs earlier.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    16.
      Notices.
      Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, five (5) days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided by Optionee for
      his
      or her employee records.

    


    17.
      Agreement
      Subject to Plan; Applicable Law.
      This
      Option is made pursuant to the Plan and shall be interpreted to comply
      therewith. A copy of such Plan is available to Optionee, at no charge, at the
      principal office of the Company. Any provision of this Option inconsistent
      with
      the Plan shall be considered void and replaced with the applicable provision
      of
      the Plan. This Option has been granted, executed and delivered in the State
      of
      Oklahoma, and the interpretation and enforcement shall be governed by the laws
      thereof and subject to the exclusive jurisdiction of the courts
      therein.

    


    In
      Witness Whereof,
      the
      parties hereto have executed this Option as of the date first above
      written.

    


    
      	
              COMPANY:
                

            	
              3DICON
                CORPORATION

              an
                Oklahoma
                corporation

               

               

            
	 	By:   	 
	 	Name:  	 
	
              OPTIONEE:

            	
              Title:  

            	
              
              

               

            
	 	 	 
	 	 	 
	 	
              By:
                  

            	 
	 	 	
              (signature)

            
	 	 	 
	 	Name: 	 


    

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Appendix
      A

    


    NOTICE
      OF EXERCISE

    


    3DICON
      CORPORATION

    _________________

    _________________

    _________________

    


    Re:
      Nonstatutory Stock Option

    


    1) Notice
      is
      hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
      that I elect to purchase the number of shares set forth below at the exercise
      price set forth in my option agreement:

    


    Nonstatutory
      Stock Option Agreement dated: ____________

    


    Number
      of
      shares being purchased: ____________

    


    Exercise
      Price: $____________

    


    A
      check
      in the amount of the aggregate price of the shares being purchased is
      attached.


     

    OR

    


    2) I
      elect a
      cashless exercise pursuant to Section 6 of my
      Nonstatutory Stock Option Agreement.
      The
      Average Market Price as of _______ was $_____.

    


    I
      hereby
      confirm that such shares are being acquired by me for my own account for
      investment purposes, and not with a view to, or for resale in connection with,
      any distribution thereof. I will not sell or dispose of my Shares in violation
      of the Securities Act of 1933, as amended, or any applicable federal or state
      securities laws. Further, I understand that the exemption from taxable income
      at
      the time of exercise is dependent upon my holding such stock for a period of
      at
      least one year from the date of exercise and two years from the date of grant
      of
      the Option.

    


    I
      understand that the certificate representing the Option Shares will bear a
      restrictive legend within the contemplation of the Securities Act and as
      required by such other state or federal law or regulation applicable to the
      issuance or delivery of the Option Shares.

    


    I
      agree
      to provide to the Company such additional documents or information as may be
      required pursuant to the Company's 2007 Incentive Stock Plan.

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	(signature)
	 	 
	
               Name:  

            	
            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-2

    


    3DICON
      CORPORATION

    NONSTATUTORY
      STOCK OPTION AGREEMENT 
      
        

      



    


    This
      Nonstatutory Stock Option Agreement ("Agreement")
      is
      made and entered into as of the date set forth below, by and between 3DICON
      CORPORATION an Oklahoma corporation (the "Company"),
      and
      the following Director of the Company ("Optionee"):

    


    In
      consideration of the covenants herein set forth, the parties hereto agree as
      follows:

    


    1.
      Option
      Information.

    

      
        	
                (a)

              	
                 Date
                  of Option:

              	
                  

              
	
                (b)

              	
                 Optionee: 

              	
                 

              
	
                (c)

              	
                 Number
                  of Shares:

              	
                  

              
	
                (d)

              	
                 Exercise
                  Price:

              	
                  

              
	
                (e)

              	
                 Vesting
                  Schedule:

              	 


      

    

     

    2.
      Acknowledgements.

    (a)
      Optionee is a member of the Board of Directors of the Company.

    


    (b)
      The
      Board of Directors (the "Board"
      which
      term shall include an authorized committee of the Board of Directors) and
      shareholders of the Company have heretofore adopted a 2007 Incentive Stock
      Plan
      (the "Plan"),
      pursuant to which this Option is being granted; and

    


    (c)
      The
      Board has authorized the granting to Optionee of a nonstatutory stock option
      ("Option")
      to
      purchase shares of common stock of the Company ("Stock")
      upon
      the terms and conditions hereinafter stated and pursuant to an exemption from
      registration under the Securities Act of 1933, as amended (the "Securities
      Act")
      provided by Rule 701 thereunder.

    


    3.
      Shares;
      Price.
      Company
      hereby grants to Optionee the right to purchase, upon and subject to the terms
      and conditions herein stated, the number of shares of Stock set forth in Section
      1(c) above (the "Shares")
      for
      cash or on a cashless basis (or other consideration as is acceptable to the
      Board of Directors of the Company, in their sole and absolute discretion) at
      the
      price per Share set forth in Section 1(d) above (the "Exercise
      Price").

    


    4.
      Term
      of Option; Continuation of Service.
      This
      Option shall expire, and all rights hereunder to purchase the Shares shall
      terminate, ten (10) years from the date hereof. This Option shall earlier
      terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
      termination of Optionee's employment if such termination occurs prior to the
      end
      of such ten (10) year period. Nothing contained herein shall confer upon
      Optionee the right to the continuation of his or her employment by the Company
      or to interfere with the right of the Company to terminate such employment
      or to
      increase or decrease the compensation of Optionee from the rate in existence
      at
      the date hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.
      Vesting
      of Option.
      Subject
      to the provisions of Sections 7 and 8 hereof, this Option shall become
      exercisable during the term that Optionee serves as a Director of the Company
      according to terms deemed acceptable to the Board of Directors of the Company
      in
      their sole and absolute discretion according to the schedule set forth in
      Section 1(e) above (the “Vesting Schedule”)

    


    6.
      Exercise.
      This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix
      A,
      (b) a
      check or cash in the amount of the Exercise Price of the Shares covered by
      the
      notice (or such other consideration as has been approved by the Board of
      Directors consistent with the Plan) and (c) a written investment representation
      as provided for in Section 13 hereof. Notwithstanding
      anything to the contrary contained in this Option, this Option may be exercised
      by presentation and surrender of this Option to the Company at its principal
      executive offices with a written notice of the holder’s intention to effect a
      cashless exercise, including a calculation of the number of shares of Common
      Stock to be issued upon such exercise in accordance with the terms hereof (a
      “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the
      Exercise Price in cash, the holder shall surrender this Option for that number
      of shares of Common Stock determined by multiplying the number of Shares to
      which it would otherwise be entitled by a fraction, the numerator of which
      shall
      be the difference between the then current Market Price per share of the Common
      Stock and the Exercise Price, and the denominator of which shall be the then
      current Market Price per share of Common Stock. For example, if the holder
      is
      exercising 100,000 Options with a per Warrant exercise price of $0.75 per share
      through a cashless exercise when the Common Stock’s current Market Price per
      share is $2.00 per share, then upon such Cashless Exercise the holder will
      receive 62,500 shares of Common Stock. Market Price is defined as the average
      of
      the last reported sale prices on the principal trading market for the Common
      Stock during the five (5) trading days immediately preceding such date.
This
      Option shall not be assignable or transferable, except by will or by the laws
      of
      descent and distribution, and shall be exercisable only by Optionee during
      his
      or her lifetime, except as provided in Section 8 hereof.

    


    7.
      Termination
      of Service.
      If
      Optionee shall cease to serve as a Director of the Company for any reason,
      no
      further installments shall vest pursuant to Section 5, and the maximum number
      of
      Shares that Optionee may purchase pursuant hereto shall be limited to the number
      of Shares that were vested as of the date Optionee ceases to be a Director
      (to
      the nearest whole Share). Thereupon, Optionee shall have the right to exercise
      this Option, at any time during the remaining term hereof, to the extent, but
      only to the extent, that this Option was exercisable as of the date Optionee
      ceases to be a Director; provided, however, if Optionee is removed as a Director
      pursuant to the Oklahoma corporation law, the foregoing right to exercise shall
      automatically terminate on the date Optionee ceases to be a Director as to
      all
      Shares covered by this Option not exercised prior to termination. Unless earlier
      terminated, all rights under this Option shall terminate in any event on the
      expiration date of this Option as defined in Section 4 hereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    8.
      Death
      of Optionee.
      If the
      Optionee shall die while in the employ of the Company, Optionee's personal
      representative or the person entitled to Optionee's rights hereunder may at
      any
      time within six (6) months after the date of Optionee's death, or during the
      remaining term of this Option, whichever is the lesser, exercise this Option
      and
      purchase Shares to the extent, but only to the extent, that Optionee could
      have
      exercised this Option as of the date of Optionee's death; provided, in any
      case,
      that this Option may be so exercised only to the extent that this Option has
      not
      previously been exercised by Optionee.

    


    9.
      No
      Rights as Shareholder.
      Optionee
      shall have no rights as a shareholder with respect to the Shares covered by
      any
      installment of this Option until the effective date of issuance of the Shares
      following exercise of this Option, and no adjustment will be made for dividends
      or other rights for which the record date is prior to the date such stock
      certificate or certificates are issued except as provided in Section 10
      hereof.

    


    10.
      Recapitalization.
      Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having been "effected without receipt of consideration by the
      Company".

    


    In
      the
      event of a proposed dissolution or liquidation of the Company, a merger or
      consolidation in which the Company is not the surviving entity, or a sale of
      all
      or substantially all of the assets or capital stock of the Company
      (collectively, a "Reorganization"),
      unless otherwise provided by the Board, this Option shall terminate immediately
      prior to such date as is determined by the Board, which date shall be no later
      than the consummation of such Reorganization. In such event, if the entity
      which
      shall be the surviving entity does not tender to Optionee an offer, for which
      it
      has no obligation to do so, to substitute for any unexercised Option a stock
      option or capital stock of such surviving of such surviving entity, as
      applicable, which on an equitable basis shall provide the Optionee with
      substantially the same economic benefit as such unexercised Option, then the
      Board may grant to such Optionee, in its sole and absolute discretion and
      without obligation, the right for a period commencing thirty (30) days prior
      to
      and ending immediately prior to the date determined by the Board pursuant hereto
      for termination of the Option or during the remaining term of the Option,
      whichever is the lesser, to exercise any unexpired Option or Options without
      regard to the installment provisions of Section 5; provided, however, that
      such
      exercise shall be subject to the consummation of such
      Reorganization.

    


    Subject
      to any required action by the shareholders of the Company, if the Company shall
      be the surviving entity in any merger or consolidation, this Option thereafter
      shall pertain to and apply to the securities to which a holder of Shares equal
      to the Shares subject to this Option would have been entitled by reason of
      such
      merger or consolidation, and the installment provisions of Section 5 shall
      continue to apply.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    In
      the
      event of a change in the shares of the Company as presently constituted, which
      is limited to a change of all of its authorized Stock without par value into
      the
      same number of shares of Stock with a par value, the shares resulting from
      any
      such change shall be deemed to be the Shares within the meaning of this
      Option.

    


    To
      the
      extent that the foregoing adjustments relate to shares or securities of the
      Company, such adjustments shall be made by the Board, whose determination in
      that respect shall be final, binding and conclusive. Except as hereinbefore
      expressly provided, Optionee shall have no rights by reason of any subdivision
      or consolidation of shares of Stock of any class or the payment of any stock
      dividend or any other increase or decrease in the number of shares of stock
      of
      any class, and the number and price of Shares subject to this Option shall
      not
      be affected by, and no adjustments shall be made by reason of, any dissolution,
      liquidation, merger, consolidation or sale of assets or capital stock, or any
      issue by the Company of shares of stock of any class or securities convertible
      into shares of stock of any class.

    


    The
      grant
      of this Option shall not affect in any way the right or power of the Company
      to
      make adjustments, reclassifications, reorganizations or changes in its capital
      or business structure or to merge, consolidate, dissolve or liquidate or to
      sell
      or transfer all or any part of its business or assets.

    


    11.
      Taxation
      upon Exercise of Option.
      Optionee
      understands that, upon exercise of this Option, Optionee will recognize income,
      for Federal and state income tax purposes, in an amount equal to the amount
      by
      which the fair market value of the Shares, determined as of the date of
      exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee
      shall constitute an agreement by Optionee to report such income in accordance
      with then applicable law and to cooperate with Company in establishing the
      amount of such income and corresponding deduction to the Company for its income
      tax purposes. Withholding for federal or state income and employment tax
      purposes will be made, if and as required by law, from Optionee's then current
      compensation, or, if such current compensation is insufficient to satisfy
      withholding tax liability, the Company may require Optionee to make a cash
      payment to cover such liability as a condition of the exercise of this
      Option.

    


    12.
      Modification,
      Extension and Renewal of Options.
      The
      Board or Committee, as described in the Plan, may modify, extend or renew this
      Option or accept the surrender thereof (to the extent not theretofore exercised)
      and authorize the granting of a new option in substitution therefore (to the
      extent not theretofore exercised), subject at all times to the Plan and the
      Code. Notwithstanding the foregoing provisions of this Section 12, no
      modification shall, without the consent of the Optionee, alter to the Optionee's
      detriment or impair any rights of Optionee hereunder.

    


    13.
      Investment
      Intent; Restrictions on Transfer.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (a)
      Optionee represents and agrees that if Optionee exercises this Option in whole
      or in part, Optionee will in each case acquire the Shares upon such exercise
      for
      the purpose of investment and not with a view to, or for resale in connection
      with, any distribution thereof; and that upon such exercise of this Option
      in
      whole or in part, Optionee (or any person or persons entitled to exercise this
      Option under the provisions of Sections 7 and 8 hereof) shall furnish to the
      Company a written statement to such effect, satisfactory to the Company in
      form
      and substance. If the Shares represented by this Option are registered under
      the
      Securities Act, either before or after the exercise of this Option in whole
      or
      in part, the Optionee shall be relieved of the foregoing investment
      representation and agreement and shall not be required to furnish the Company
      with the foregoing written statement.

    


    (b)
      Optionee further represents that Optionee has had access to the financial
      statements or books and records of the Company, has had the opportunity to
      ask
      questions of the Company concerning its business, operations and financial
      condition, and to obtain additional information reasonably necessary to verify
      the accuracy of such information

    (c)
      Unless and until the Shares represented by this Option are registered under
      the
      Securities Act, all certificates representing the Shares and any certificates
      subsequently issued in substitution therefor and any certificate for any
      securities issued pursuant to any stock split, share reclassification, stock
      dividend or other similar capital event shall bear legends in substantially
      the
      following form:

    


    
      	 	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	 	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    and/or
      such other legend or legends as the Company and its counsel deem necessary
      or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

    


    14.
      Stand-off
      Agreement.
      Optionee
      agrees that, in connection with any registration of the Company's securities
      under the Securities Act, and upon the request of the Company or any underwriter
      managing an underwritten offering of the Company's securities, Optionee shall
      not sell, short any sale of, loan, grant an option for, or otherwise dispose
      of
      any of the Shares (other than Shares included in the offering) without the
      prior
      written consent of the Company or such managing underwriter, as applicable,
      for
      a period of at least one year following the effective date of registration
      of
      such offering.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    15.
      Restriction
      Upon Transfer.
      The
      Shares may not be sold, transferred or otherwise disposed of and shall not
      be
      pledged or otherwise hypothecated by the Optionee except as hereinafter
      provided.

    


    (a)
      Repurchase
      Right on Termination Other Than by Removal.
      For the
      purposes of this Section, a "Repurchase
      Event"
      shall
      mean an occurrence of one of (i) termination of Optionee's service as a
      director; (ii) death of Optionee; (iii) bankruptcy of Optionee, which shall
      be
      deemed to have occurred as of the date on which a voluntary or involuntary
      petition in bankruptcy is filed with a court of competent jurisdiction; (iv)
      dissolution of the marriage of Optionee, to the extent that any of the Shares
      are allocated as the sole and separate property of Optionee's spouse pursuant
      thereto (in which case, this Section shall only apply to the Shares so
      affected); or (v) any attempted transfer by the Optionee of Shares, or any
      interest therein, in violation of this Agreement. Upon the occurrence of a
      Repurchase Event, and upon mutual agreement of the Company and Optionee, the
      Company may repurchase all or any portion of the Shares of Optionee at a price
      equal to the fair value of the Shares as of the date of the Repurchase
      Event.

    


    (b)
      Repurchase
      Right on Removal.
      In the
      event Optionee is removed as a director pursuant to the Oklahoma Revised
      Statutes Code, or Optionee voluntarily resigns as a director prior to the date
      upon which the last installment of Shares becomes exercisable pursuant to
      Section 5, then the Company shall have the right (but not an obligation) to
      repurchase Shares of Optionee at a price equal to the Exercise Price. Such
      right
      of the Company to repurchase Shares shall apply to 100% of the Shares for one
      (1) year from the date of this Agreement; and shall thereafter lapse ratably
      in
      equal annual increments on each anniversary of the date of this Agreement over
      the term of this Option specified in Section 4. In addition, the Company shall
      have the right, in the sole discretion of the Board and without obligation,
      to
      repurchase upon removal or resignation all or any portion of the Shares of
      Optionee, at a price equal to the fair value of the Shares as of the date of
      such removal or resignation, which right is not subject to the foregoing lapsing
      of rights. In the event the Company elects to repurchase the Shares, the stock
      certificates representing the same shall forthwith be returned to the Company
      for cancellation.

    


    (c)
      Exercise
      of Repurchase Right.
      Any
      Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving
      notice of exercise as provided herein to Optionee or the estate of Optionee,
      as
      applicable. Such right shall be exercised, and the repurchase price thereunder
      shall be paid, by the Company within a ninety (90) day period beginning on
      the
      date of notice to the Company of the occurrence of such Repurchase Event (except
      in the case of termination or cessation of services as director, where such
      option period shall begin upon the occurrence of the Repurchase Event). Such
      repurchase price shall be payable only in the form of cash (including a check
      drafted on immediately available funds) or cancellation of purchase money
      indebtedness of the Optionee for the Shares. If the Company can not purchase
      all
      such Shares because it is unable to meet the financial tests set forth in the
      Oklahoma corporation law, the Company shall have the right to purchase as many
      Shares as it is permitted to purchase under such sections. Any Shares not
      purchased by the Company hereunder shall no longer be subject to the provisions
      of this Section 15.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (d)
      Right
      of First Refusal. In the event Optionee desires to transfer any Shares during
      his or her lifetime, Optionee shall first offer to sell such Shares to the
      Company. Optionee shall deliver to the Company written notice of the intended
      sale, such notice to specify the number of Shares to be sold, the proposed
      purchase price and terms of payment, and grant the Company an option for a
      period of thirty days following receipt of such notice to purchase the offered
      Shares upon the same terms and conditions. To exercise such option, the Company
      shall give notice of that fact to Optionee within the thirty (30) day notice
      period and agree to pay the purchase price in the manner provided in the notice.
      If the Company does not purchase all of the Shares so offered during foregoing
      option period, Optionee shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days following the end of such
      notice period, except that Optionee shall not sell any such Shares to any other
      person at a lower price or upon more favorable terms than those offered to
      the
      Company.

    


    (e)
      Acceptance of Restrictions. Acceptance of the Shares shall constitute the
      Optionee's agreement to such restrictions and the legending of his certificates
      with respect thereto. Notwithstanding such restrictions, however, so long as
      the
      Optionee is the holder of the Shares, or any portion thereof, he shall be
      entitled to receive all dividends declared on and to vote the Shares and to
      all
      other rights of a shareholder with respect thereto.

    


    (f)
      Permitted Transfers. Notwithstanding any provisions in this Section 15 to the
      contrary, the Optionee may transfer Shares subject to this Agreement to his
      or
      her parents, spouse, children, or grandchildren, or a trust for the benefit
      of
      the Optionee or any such transferee(s); provided, that such permitted
      transferee(s) shall hold the Shares subject to all the provisions of this
      Agreement (all references to the Optionee herein shall in such cases refer
      mutatis mutandis to the permitted transferee, except in the case of clause
      (iv)
      of Section 15(a) wherein the permitted transfer shall be deemed to be
      rescinded); and provided further, that notwithstanding any other provisions
      in
      this Agreement, a permitted transferee may not, in turn, make permitted
      transfers without the written consent of the Optionee and the
      Company.

     

    (g)
      Release of Restrictions on Shares. All other restrictions under this Section
      15
      shall terminate five (5) years following the date of this Agreement, or when
      the
      Company's securities are publicly traded, whichever occurs earlier.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    16.
      Notices.
      Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, five (5) days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided by Optionee for
      use
      in Company records related to Optionee.

    


    17.
      Agreement
      Subject to Plan; Applicable Law.
      This
      Option is made pursuant to the Plan and shall be interpreted to comply
      therewith. A copy of such Plan is available to Optionee, at no charge, at the
      principal office of the Company. Any provision of this Option inconsistent
      with
      the Plan shall be considered void and replaced with the applicable provision
      of
      the Plan. This Option has been granted, executed and delivered in the State
      of
      Oklahoma, and the interpretation and enforcement shall be governed by the laws
      thereof and subject to the exclusive jurisdiction of the courts
      therein.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Option as of the date
      first above written.

    
      


      
        	
                COMPANY:
                  

              	
                3DICON
                  CORPORATION

                an
                  Oklahoma
                  corporation

                 

                 

              
	 	By:   	 
	 	Name:  	 
	
                OPTIONEE:

              	
                Title:  

              	
                
                

                 

              
	 	 	 
	 	 	 
	 	
                By:
                    

              	 
	 	 	
                (signature)

              
	 	 	 
	 	Name: 	 


      

       

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Appendix
      A

    


    NOTICE
      OF
      EXERCISE

    


    3DICON
      CORPORATION

    _________________

    _________________

    _________________

    


    Re:
      Nonstatutory Stock Option

    


    1) Notice
      is
      hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
      that I elect to purchase the number of shares set forth below at the exercise
      price set forth in my option agreement:

    


    Nonstatutory
      Stock Option Agreement dated: ____________

    


    Number
      of
      shares being purchased: ____________

    


    Exercise
      Price: $____________

    


    A
      check
      in the amount of the aggregate price of the shares being purchased is
      attached.


     

    OR

    


    2) I
      elect a
      cashless exercise pursuant to Section 6 of my
      Nonstatutory Stock Option Agreement.
      The
      Average Market Price as of _______ was $_____.

    


    I
      hereby
      confirm that such shares are being acquired by me for my own account for
      investment purposes, and not with a view to, or for resale in connection with,
      any distribution thereof. I will not sell or dispose of my Shares in violation
      of the Securities Act of 1933, as amended, or any applicable federal or state
      securities laws. Further, I understand that the exemption from taxable income
      at
      the time of exercise is dependent upon my holding such stock for a period of
      at
      least one year from the date of exercise and two years from the date of grant
      of
      the Option.

    


    I
      understand that the certificate representing the Option Shares will bear a
      restrictive legend within the contemplation of the Securities Act and as
      required by such other state or federal law or regulation applicable to the
      issuance or delivery of the Option Shares.

    


    I
      agree
      to provide to the Company such additional documents or information as may be
      required pursuant to the Company's 2007 Incentive Stock Plan.

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	(signature)
	 	 
	
               Name: 


            	 


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-3

    


    3DICON
      CORPORATION

    CONSULTANT
      NONSTATUTORY STOCK OPTION AGREEMENT 
      
        

      



    


    This
      Consultant Nonstatutory Stock Option Agreement ("Agreement")
      is
      made and entered into as of the date set forth below, by and between 3DICON
      CORPORATION, an Oklahoma corporation (the "Company"),
      and
      the following consultant to the Company (herein, the "Optionee"):

    


    In
      consideration of the covenants herein set forth, the parties hereto agree as
      follows:

     

    1.
      Option
      Information.

    

      
        	
                (a)

              	
                 Date
                  of Option:

              	
                  

              
	
                (b)

              	
                 Optionee: 

              	
                 

              
	
                (c)

              	
                 Number
                  of Shares:

              	
                  

              
	
                (d)

              	
                 Exercise
                  Price:

              	
                  

              
	
                (e)

              	
                 Vesting
                  Schedule:

              	 


      

    

     

    2.
      Acknowledgements.

    (a)
      Optionee is an independent consultant to the Company, not an
      employee;

    (b)
      The
      Board of Directors (the "Board"
      which
      term shall include an authorized committee of the Board of Directors) and
      shareholders of the Company have heretofore adopted a 2007 Incentive Stock
      Plan
      (the "Plan"),
      pursuant to which this Option is being granted; and

    


    (c)
      The
      Board has authorized the granting to Optionee of a nonstatutory stock option
      ("Option")
      to
      purchase shares of common stock of the Company ("Stock")
      upon
      the terms and conditions hereinafter stated and pursuant to an exemption from
      registration under the Securities Act of 1933, as amended (the "Securities
      Act")
      provided by Rule 701 thereunder.

    


    3.
      Shares;
      Price.
      The
      Company hereby grants to Optionee the right to purchase, upon and subject to
      the
      terms and conditions herein stated, the number of shares of Stock set forth
      in
      Section 1(c) above (the "Shares")
      for
      cash or on a cashless basis (or other consideration as is acceptable to the
      Board, in their sole and absolute discretion) at the price per Share set forth
      in Section 1(d) above (the "Exercise
      Price").

    


    4.
      Term
      of Option.
      This
      Option shall expire, and all rights hereunder to purchase the Shares, shall
      terminate five (5) years from the date hereof. Nothing contained herein shall
      be
      construed to interfere in any way with the right of the Company to terminate
      Optionee as a consultant to the Company, or to increase or decrease the
      compensation paid to Optionee from the rate in effect as of the date
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.
      Vesting
      of Option.
      Subject
      to the provisions of Sections 7 and 8 hereof, this Option shall become
      exercisable during the period that Optionee serves as a consultant of the
      Company according to terms deemed acceptable to the Board of Directors of the
      Company in their sole and absolute discretion according to the schedule set
      forth in Section 1(e) above (the “Vesting Schedule”)

    


    6.
      Exercise.
      This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix
      A,
      (b) a
      check or cash in the amount of the Exercise Price of the Shares covered by
      the
      notice (or such other consideration as has been approved by the Board of
      Directors consistent with the Plan) and (c) a written investment representation
      as provided for in Section 13 hereof. Notwithstanding
      anything to the contrary contained in this Option, this Option may be exercised
      by presentation and surrender of this Option to the Company at its principal
      executive offices with a written notice of the holder’s intention to effect a
      cashless exercise, including a calculation of the number of shares of Common
      Stock to be issued upon such exercise in accordance with the terms hereof (a
      “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the
      Exercise Price in cash, the holder shall surrender this Option for that number
      of shares of Common Stock determined by multiplying the number of Shares to
      which it would otherwise be entitled by a fraction, the numerator of which
      shall
      be the difference between the then current Market Price per share of the Common
      Stock and the Exercise Price, and the denominator of which shall be the then
      current Market Price per share of Common Stock. For example, if the holder
      is
      exercising 100,000 Options with a per Warrant exercise price of $0.75 per share
      through a cashless exercise when the Common Stock’s current Market Price per
      share is $2.00 per share, then upon such Cashless Exercise the holder will
      receive 62,500 shares of Common Stock. Market Price is defined as the average
      of
      the last reported sale prices on the principal trading market for the Common
      Stock during the five (5) trading days immediately preceding such date.
This
      Option shall not be assignable or transferable, except by will or by the laws
      of
      descent and distribution, and shall be exercisable only by Optionee during
      his
      or her lifetime.

    


    7.
      Termination
      of Service.
      If
      Optionee's service as a consultant to the Company terminates for any reason,
      no
      further installments shall vest pursuant to Section 5, and Optionee shall have
      the right at any time within thirty (30) days following such termination of
      services or the remaining term of this Option, whichever is the lesser, to
      exercise in whole or in part this Option to the extent, but only to the extent,
      that this Option was exercisable as of the date Optionee ceased to be a
      consultant to the Company; provided, however, if Optionee is terminated for
      reasons that would justify a termination of employment "for
      cause",
      the
      foregoing right to exercise shall automatically terminate on the date Optionee
      ceases to be a consultant to the Company as to all Shares covered by this Option
      not exercised prior to termination. Unless earlier terminated, all rights under
      this Option shall terminate in any event on the expiration date of this Option
      as defined in Section 4 hereof.

    


    8.
      Death
      of Optionee.
      If the
      Optionee shall die while serving as a consultant to the Company, Optionee's
      personal representative or the person entitled to Optionee's rights hereunder
      may at any time within ninety (90) days after the date of Optionee's death,
      or
      during the remaining term of this Option, whichever is the lesser, exercise
      this
      Option and purchase Shares to the extent, but only to the extent, that Optionee
      could have exercised this Option as of the date of Optionee's death; provided,
      in any case, that this Option may be so exercised only to the extent that this
      Option has not previously been exercised by Optionee.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    9.
      No
      Rights as Shareholder.
      Optionee
      shall have no rights as a shareholder with respect to the Shares covered by
      any
      installment of this Option until the effective date of the issuance of shares
      following exercise of this to Option, and no adjustment will be made for
      dividends or other rights for which the record date is prior to the date such
      stock certificate or certificates are issued except as provided in Section
      10
      hereof.

    


    10.
      Recapitalization.
      Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having been "effected without receipt of consideration by the
      Company."

    


    In
      the
      event of a proposed dissolution or liquidation of the Company, a merger or
      consolidation in which the Company is not the surviving entity, or a sale of
      all
      or substantially all of the assets or capital stock of the Company
      (collectively, a "Reorganization"),
      this
      Option shall terminate immediately prior to the consummation of such proposed
      action, unless otherwise provided by the Board; provided, however, if Optionee
      shall be a consultant at the time such Reorganization is approved by the
      stockholders, Optionee shall have the right to exercise this Option as to all
      or
      any part of the Shares, without regard to the installment provisions of Section
      5, for a period beginning 30 days prior to the consummation of such
      Reorganization and ending as of the Reorganization or the expiration of this
      Option, whichever is earlier, subject to the consummation of the Reorganization.
      In any event, the Company shall notify Optionee, at least 30 days prior to
      the
      consummation of such Reorganization, of his exercise rights, if any, and that
      the Option shall terminate upon the consummation of the
      Reorganization.

    


    Subject
      to any required action by the shareholders of the Company, if the Company shall
      be the surviving entity in any merger or consolidation, this Option thereafter
      shall pertain to and apply to the securities to which a holder of Shares equal
      to the Shares subject to this Option would have been entitled by reason of
      such
      merger or consolidation, and the installment provisions of Section 5 shall
      continue to apply.

    


    In
      the
      event of a change in the shares of the Company as presently constituted, which
      is limited to a change of all of its authorized Stock without par value into
      the
      same number of shares of Stock with a par value, the shares resulting from
      any
      such change shall be deemed to be the Shares within the meaning of this
      Option.

    


    To
      the
      extent that the foregoing adjustments relate to shares or securities of the
      Company, such adjustments shall be made by the Board, whose determination in
      that respect shall be final, binding and conclusive. Except as hereinbefore
      expressly provided, Optionee shall have no rights by reason of any subdivision
      or consolidation of shares of Stock of any class or the payment of any stock
      dividend or any other increase or decrease in the number of shares of stock
      of
      any class, and the number and price of Shares subject to this Option shall
      not
      be affected by, and no adjustments shall be made by reason of, any dissolution,
      liquidation, merger, consolidation or sale of assets or capital stock, or any
      issue by the Company of shares of stock of any class or securities convertible
      into shares of stock of any class.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    The
      grant
      of this Option shall not affect in any way the right or power of the Company
      to
      make adjustments, reclassifications, reorganizations or changes in its capital
      or business structure or to merge, consolidate, dissolve or liquidate or to
      sell
      or transfer all or any part of its business or assets.

    


    11.
      Taxation
      upon Exercise of Option.
      Optionee
      understands that, upon exercise of this Option, Optionee will recognize income,
      for Federal and state income tax purposes, in an amount equal to the amount
      by
      which the fair market value of the Shares, determined as of the date of
      exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee
      shall constitute an agreement by Optionee to report such income in accordance
      with then applicable law and to cooperate with Company in establishing the
      amount of such income and corresponding deduction to the Company for its income
      tax purposes. Withholding for federal or state income and employment tax
      purposes will be made, if and as required by law, from Optionee's then current
      compensation, or, if such current compensation is insufficient to satisfy
      withholding tax liability, the Company may require Optionee to make a cash
      payment to cover such liability as a condition of the exercise of this
      Option.

    


    12.
      Modification,
      Extension and Renewal of Options.
      The
      Board or Committee, as described in the Plan, may modify, extend or renew this
      Option or accept the surrender thereof (to the extent not theretofore exercised)
      and authorize the granting of a new option in substitution therefore (to the
      extent not theretofore exercised), subject at all times to the Plan, the Code.
      Notwithstanding the foregoing provisions of this Section 12, no modification
      shall, without the consent of the Optionee, alter to the Optionee's detriment
      or
      impair any rights of Optionee hereunder.

    


    13.
      Investment
      Intent; Restrictions on Transfer.

    (a)
      Optionee represents and agrees that if Optionee exercises this Option in whole
      or in part, Optionee will in each case acquire the Shares upon such exercise
      for
      the purpose of investment and not with a view to, or for resale in connection
      with, any distribution thereof; and that upon such exercise of this Option
      in
      whole or in part, Optionee (or any person or persons entitled to exercise this
      Option under the provisions of Sections 7 and 8 hereof) shall furnish to the
      Company a written statement to such effect, satisfactory to the Company in
      form
      and substance. If the Shares represented by this Option are registered under
      the
      Securities Act, either before or after the exercise of this Option in whole
      or
      in part, the Optionee shall be relieved of the foregoing investment
      representation and agreement and shall not be required to furnish the Company
      with the foregoing written statement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (b)
      Optionee further represents that Optionee has had access to the financial
      statements or books and records of the Company, has had the opportunity to
      ask
      questions of the Company concerning its business, operations and financial
      condition, and to obtain additional information reasonably necessary to verify
      the accuracy of such information.

     

    
      	 	
              (c)
                Unless and until the Shares represented by this Option are registered
                under the Securities Act, all certificates representing the Shares
                and any
                certificates subsequently issued in substitution therefor and any
                certificate for any securities issued pursuant to any stock split,
                share
                reclassification, stock dividend or other similar capital event shall
                bear
                legends in substantially the following
                form:

            


    

    


    
      	 	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	 	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________ BETWEEN
                THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    and/or
      such other legend or legends as the Company and its counsel deem necessary
      or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

    


    14.
      Stand-off
      Agreement.
      Optionee
      agrees that, in connection with any registration of the Company's securities
      under the Securities Act, and upon the request of the Company or any underwriter
      managing an underwritten offering of the Company's securities, Optionee shall
      not sell, short any sale of, loan, grant an option for, or otherwise dispose
      of
      any of the Shares (other than Shares included in the offering) without the
      prior
      written consent of the Company or such managing underwriter, as applicable,
      for
      a period of up to one year following the effective date of registration of
      such
      offering.

    


    15.
      Restriction
      Upon Transfer.
      The
      Shares may not be sold, transferred or otherwise disposed of and shall not
      be
      pledged or otherwise hypothecated by the Optionee except as hereinafter
      provided.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (a)
      Repurchase
      Right on Termination Other Than for Cause.
      For the
      purposes of this Section, a "Repurchase
      Event"
      shall
      mean an occurrence of one of (i) termination of Optionee's service as a
      consultant, voluntary or involuntary and with or without cause; (ii) retirement
      or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to
      have occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution
      of
      the marriage of Optionee, to the extent that any of the Shares are allocated
      as
      the sole and separate property of Optionee's spouse pursuant thereto (in which
      case, this Section shall only apply to the Shares so affected); or (v) any
      attempted transfer by the Optionee of Shares, or any interest therein, in
      violation of this Agreement. Upon the occurrence of a Repurchase Event, the
      Company shall have the right (but not an obligation) to repurchase all or any
      portion of the Shares of Optionee at a price equal to the fair value of the
      Shares as of the date of the Repurchase Event.

     

    
      	 	
              (b)
                Repurchase
                Right on Termination for Cause.
                In
                the event Optionee's service as a consultant is terminated by the
                Company
                "for cause" (as contemplated by Section 7), then the Company shall
                have
                the right (but not an obligation) to repurchase Shares of Optionee
                at a
                price equal to the Exercise Price. Such right of the Company to repurchase
                Shares shall apply to 100% of the Shares for one (1) year from the
                date of
                this Agreement; and shall thereafter lapse ratably in equal annual
                increments on each anniversary of the date of this Agreement over
                the term
                of this Option specified in Section 4. In addition, the Company shall
                have
                the right, in the sole discretion of the Board and without obligation,
                to
                repurchase upon any such termination of service for cause all or
                any
                portion of the Shares of Optionee, at a price equal to the fair value
                of
                the Shares as of the date of termination, which right is not subject
                to
                the foregoing lapsing of rights. In the event the Company elects
                to
                repurchase the Shares, the stock certificates representing the same
                shall
                forthwith be returned to the Company for
                cancellation.

            


      	 	 


    

    
      	 	
              (c)
                Exercise
                of Repurchase Right.
                Any repurchase right under Paragraphs 15(a) or 15(b) shall be exercised
                by
                giving notice of exercise as provided herein to Optionee or the estate
                of
                Optionee, as applicable. Such right shall be exercised, and the repurchase
                price thereunder shall be paid, by the Company within a ninety (90)
                day
                period beginning on the date of notice to the Company of the occurrence
                of
                such Repurchase Event (except in the case of termination of employment
                or
                retirement, where such option period shall begin upon the occurrence
                of
                the Repurchase Event). Such repurchase price shall be payable only
                in the
                form of cash (including a check drafted on immediately available
                funds) or
                cancellation of purchase money indebtedness of the Optionee for the
                Shares. If the Company can not purchase all such Shares because it
                is
                unable to meet the financial tests set forth in the Oklahoma corporation
                law, the Company shall have the right to purchase as many Shares
                as it is
                permitted to purchase under such sections. Any Shares not purchased
                by the
                Company hereunder shall no longer be subject to the provisions of
                this
                Section 15.

            


      	 	 


    

    
      	 	
              (d)
                Right
                of First Refusal.
                In
                the event Optionee desires to transfer any Shares during his or her
                lifetime, Optionee shall first offer to sell such Shares to the Company.
                Optionee shall deliver to the Company written notice of the intended
                sale,
                such notice to specify the number of Shares to be sold, the proposed
                purchase price and terms of payment, and grant the Company an option
                for a
                period of thirty days following receipt of such notice to purchase
                the
                offered Shares upon the same terms and conditions. To exercise such
                option, the Company shall give notice of that fact to Optionee within
                the
                thirty (30) day notice period and agree to pay the purchase price
                in the
                manner provided in the notice. If the Company does not purchase all
                of the
                Shares so offered during foregoing option period, Optionee shall
                be under
                no obligation to sell any of the offered Shares to the Company, but
                may
                dispose of such Shares in any lawful manner during a period of one
                hundred
                and eighty (180) days following the end of such notice period, except
                that
                Optionee shall not sell any such Shares to any other person at a
                lower
                price or upon more favorable terms than those offered to the
                Company.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	 


    

    
      	 	
              (e)
                Acceptance
                of Restrictions.
                Acceptance of the Shares shall constitute the Optionee's agreement
                to such
                restrictions and the legending of his certificates with respect thereto.
                Notwithstanding such restrictions, however, so long as the Optionee
                is the
                holder of the Shares, or any portion thereof, he shall be entitled
                to
                receive all dividends declared on and to vote the Shares and to all
                other
                rights of a shareholder with respect
                thereto.

            


      	 	 


    

    
      	 	
              (f)
                Permitted
                Transfers.
                Notwithstanding any provisions in this Section 15 to the contrary,
                the
                Optionee may transfer Shares subject to this Agreement to his or
                her
                parents, spouse, children, or grandchildren, or a trust for the benefit
                of
                the Optionee or any such transferee(s); provided, that such permitted
                transferee(s) shall hold the Shares subject to all the provisions
                of this
                Agreement (all references to the Optionee herein shall in such cases
                refer
                mutatis mutandis to the permitted transferee, except in the case
                of clause
                (iv) of Section 15(a) wherein the permitted transfer shall be deemed
                to be
                rescinded); and provided further, that notwithstanding any other
                provisions in this Agreement, a permitted transferee may not, in
                turn,
                make permitted transfers without the written consent of the Optionee
                and
                the Company.

            


      	 	 


    

    
      	 	
              (g)
                Release
                of Restrictions on Shares.
                All rights and restrictions under this Section 15 shall terminate
                five (5)
                years following the date of this Agreement, or when the Company's
                securities are publicly traded, whichever occurs
                earlier.

            


    

    


    16.
      Notices.
      Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, five (5) days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided by Optionee for
      use
      in Company records related to Optionee.

    


    17.
      Agreement
      Subject to Plan; Applicable Law.
      This
      Option is made pursuant to the Plan and shall be interpreted to comply
      therewith. A copy of such Plan is available to Optionee, at no charge, at the
      principal office of the Company. Any provision of this Option inconsistent
      with
      the Plan shall be considered void and replaced with the applicable provision
      of
      the Plan. This Option has been granted, executed and delivered in the State
      of
      Oklahoma, and the interpretation and enforcement shall be governed by the laws
      thereof and subject to the exclusive jurisdiction of the courts
      therein.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    [SIGNATURE
      PAGE FOLLOWS.]


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    In
      Witness Whereof,
      the
      parties hereto have executed this Option as of the date first above
      written.

    
      
        


        
          	
                  COMPANY:
                    

                	
                  3DICON
                    CORPORATION

                  an
                    Oklahoma
                    corporation

                   

                   

                
	 	By:   	 
	 	Name:  	 
	
                  OPTIONEE:

                	
                  Title:  

                	
                  
                  

                   

                
	 	 	 
	 	 	 
	 	
                  By:
                      

                	 
	 	 	
                  (signature)

                
	 	 	 
	 	Name: 	 


        

        

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

        

         

      

    

    Appendix
      A

    


    NOTICE
      OF
      EXERCISE

    


    3DICON
      CORPORATION

    _________________

    _________________

    _________________

    


    Re:
      Nonstatutory Stock Option

    


    1) Notice
      is
      hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
      that I elect to purchase the number of shares set forth below at the exercise
      price set forth in my option agreement:

    


    Nonstatutory
      Stock Option Agreement dated: ____________

    


    Number
      of
      shares being purchased: ____________

    


    Exercise
      Price: $____________

    


    A
      check
      in the amount of the aggregate price of the shares being purchased is
      attached.


     

    OR

    


    2) I
      elect a
      cashless exercise pursuant to Section 6 of my
      Nonstatutory Stock Option Agreement.
      The
      Average Market Price as of _______ was $_____.

    


    I
      hereby
      confirm that such shares are being acquired by me for my own account for
      investment purposes, and not with a view to, or for resale in connection with,
      any distribution thereof. I will not sell or dispose of my Shares in violation
      of the Securities Act of 1933, as amended, or any applicable federal or state
      securities laws. Further, I understand that the exemption from taxable income
      at
      the time of exercise is dependent upon my holding such stock for a period of
      at
      least one year from the date of exercise and two years from the date of grant
      of
      the Option.

    


    I
      understand that the certificate representing the Option Shares will bear a
      restrictive legend within the contemplation of the Securities Act and as
      required by such other state or federal law or regulation applicable to the
      issuance or delivery of the Option Shares.

    


    I
      agree
      to provide to the Company such additional documents or information as may be
      required pursuant to the Company's 2007 Incentive Stock Plan.

     

    
      
        
        

      

      
        Appendix
          A

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	(signature)
	 	 
	
               Name: 


            	 


    

     

    
      
        
        

      

      
        Appendix
          A

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    3DICON
      CORPORATION

    STOCK
      AWARD AGREEMENT 
      
        

      



    


    This
      Stock Award Agreement ("Agreement")
      is
      made and entered into as of the date set forth below, by and between 3DICON
      CORPORATION, an Oklahoma corporation (the "Company"),
      and
      the employee, director or consultant of the Company named in Section 1(b).
      ("Grantee"):

    


    In
      consideration of the covenants herein set forth, the parties hereto agree as
      follows:

    


    1.
      Stock
      Award Information.

    
      

        
          	
                  (a)

                	
                   Date
                    of Award:

                	
                    

                
	
                  (b)

                	
                   Grantee: 

                	
                   

                
	
                  (c)

                	
                   Number
                    of Shares:

                	
                    

                
	
                  (d)

                	
                   Original
                    Value:

                	
                    

                


        

         

      

    

    2.
      Acknowledgements.

     

    
      	 	
              (a)

            	
              Grantee
                is a [employee/director/consultant]
                of
                the Company.

            


    

    


    (b)
      The
      Company has adopted a 2007 Incentive Stock Plan (the "Plan")
      under
      which the Company's common stock ("Stock")
      may be
      offered to directors, officers, employees and consultants pursuant to an
      exemption from registration under the Securities Act of 1933, as amended (the
      "Securities
      Act")
      provided by Rule 701 thereunder.

    


    3.
      Shares;
      Value.
      The
      Company hereby grants to Grantee, upon and subject to the terms and conditions
      herein stated, the number of shares of Stock set forth in Section 1(c) (the
      "Shares"),
      which
      Shares have a fair value per share ("Original
      Value")
      equal
      to the amount set forth in Section 1(d). For the purpose of this Agreement,
      the
      terms "Share"
      or
      "Shares"
      shall
      include the original Shares plus any shares derived therefrom, regardless of
      the
      fact that the number, attributes or par value of such Shares may have been
      altered by reason of any recapitalization, subdivision, consolidation, stock
      dividend or amendment of the corporate charter of the Company. The number of
      Shares covered by this Agreement and the Original Value thereof shall be
      proportionately adjusted for any increase or decrease in the number of issued
      shares resulting from a recapitalization, subdivision or consolidation of shares
      or the payment of a stock dividend, or any other increase or decrease in the
      number of such shares effected without receipt of consideration by the
      Company.

    


    4.
      Investment
      Intent.
      Grantee
      represents and agrees that Grantee is accepting the Shares for the purpose
      of
      investment and not with a view to, or for resale in connection with, any
      distribution thereof; and that, if requested, Grantee shall furnish to the
      Company a written statement to such effect, satisfactory to the Company in
      form
      and substance. If the Shares are registered under the Securities Act, Grantee
      shall be relieved of the foregoing investment representation and agreement
      and
      shall not be required to furnish the Company with the foregoing written
      statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.
      Restriction
      Upon Transfer.
      The
      Shares may not be sold, transferred or otherwise disposed of and shall not
      be
      pledged or otherwise hypothecated by the Grantee except as hereinafter
      provided.

    (a)
      Repurchase
      Right on Termination Other Than for Cause.
      For the
      purposes of this Section, a "Repurchase
      Event"
      shall
      mean an occurrence of one of (i) termination of Grantee's employment
[or
      service as a director/consultant]
      by the
      Company, voluntary or involuntary and with or without cause; (ii) retirement
      or
      death of Grantee; (iii) bankruptcy of Grantee, which shall be deemed to have
      occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution
      of
      the marriage of Grantee, to the extent that any of the Shares are allocated
      as
      the sole and separate property of Grantee's spouse pursuant thereto (in which
      case, this Section shall only apply to the Shares so affected); or (v) any
      attempted transfer by the Grantee of Shares, or any interest therein, in
      violation of this Agreement. Upon the occurrence of a Repurchase Event, the
      Company shall have the right (but not
      an
      obligation) to purchase all or any portion of the Shares of Grantee, at a price
      equal to the fair value of the Shares as of the date of the Repurchase
      Event.

    


    (b)
      Repurchase
      Right on Termination for Cause.
      In the
      event Grantee's employment [or
      service as a director/consultant]
      is
      terminated by the Company "for
      cause"
      (as
      defined below), then the Company shall have the right (but not an obligation)
      to
      purchase Shares of Grantee at a price equal to the Original Value. Such right
      of
      the Company to purchase Shares shall apply to 100% of the Shares for one (1)
      year from the date of this Agreement; and shall thereafter lapse at the rate
      of
      twenty percent (20%) of the Shares on each anniversary of the date of this
      Agreement. In addition, the Company shall have the right, in the sole discretion
      of the Board and without obligation, to repurchase upon termination for cause
      all or any portion of the Shares of Grantee, at a price equal to the fair value
      of the Shares as of the date of termination, which right is not subject to
      the
      foregoing lapsing of rights. Termination of employment [or
      service as a director/consultant]
      "for
      cause"
      means
      (i) as to employees or consultants, termination for cause, or as defined in
      the
      Plan, this Agreement or in any employment [or
      consulting]
      agreement between the Company and Grantee, or (ii) as to directors, removal
      pursuant to the Oklahoma corporation law. In the event the Company elects to
      purchase the Shares, the stock certificates representing the same shall
      forthwith be returned to the Company for cancellation.

    


    (c)
      Exercise
      of Repurchase Right.
      Any
      Repurchase Right under Paragraphs 4(a) or 4(b) shall be exercised by giving
      notice of exercise as provided herein to Grantee or the estate of Grantee,
      as
      applicable. Such right shall be exercised, and the repurchase price thereunder
      shall be paid, by the Company within a ninety (90) day period beginning on
      the
      date of notice to the Company of the occurrence of such Repurchase Event (except
      in the case of termination or cessation of services as director, where such
      option period shall begin upon the occurrence of the Repurchase Event). Such
      repurchase price shall be payable only in the form of cash (including a check
      drafted on immediately available funds) or cancellation of purchase money
      indebtedness of the Grantee for the Shares. If the Company can not purchase
      all
      such Shares because it is unable to meet the financial tests set forth in the
      Oklahoma corporation law, the Company shall have the right to purchase as many
      Shares as it is permitted to purchase under such sections. Any Shares not
      purchased by the Company hereunder shall no longer be subject to the provisions
      of this Section 5.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (d)
      Right
      of First Refusal.
      In the
      event Grantee desires to transfer any Shares during his or her lifetime, Grantee
      shall first offer to sell such Shares to the Company. Grantee shall deliver
      to
      the Company written notice of the intended sale, such notice to specify the
      number of Shares to be sold, the proposed purchase price and terms of payment,
      and grant the Company an option for a period of thirty days following receipt
      of
      such notice to purchase the offered Shares upon the same terms and conditions.
      To exercise such option, the Company shall give notice of that fact to Grantee
      within the thirty (30) day notice period and agree to pay the purchase price
      in
      the manner provided in the notice. If the Company does not purchase all of
      the
      Shares so offered during foregoing option period, Grantee shall be under no
      obligation to sell any of the offered Shares to the Company, but may dispose
      of
      such Shares in any lawful manner during a period of one hundred and eighty
      (180)
      days following the end of such notice period, except that Grantee shall not
      sell
      any such Shares to any other person at a lower price or upon more favorable
      terms than those offered to the Company.

    


    (e)
      Acceptance
      of Restrictions.
      Acceptance of the Shares shall constitute the Grantee's agreement to such
      restrictions and the legending of his certificates with respect thereto.
      Notwithstanding such restrictions, however, so long as the Grantee is the holder
      of the Shares, or any portion thereof, he shall be entitled to receive all
      dividends declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

    


    (f)
      Permitted
      Transfers.
      Notwithstanding any provisions in this Section 5 to the contrary, the Grantee
      may transfer Shares subject to this Agreement to his or her parents, spouse,
      children, or grandchildren, or a trust for the benefit of the Grantee or any
      such transferee(s); provided, that such permitted transferee(s) shall hold
      the
      Shares subject to all the provisions of this Agreement (all references to the
      Grantee herein shall in such cases refer mutatis mutandis to the permitted
      transferee, except in the case of clause (iv) of Section 5(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that
      notwithstanding any other provisions in this Agreement, a permitted transferee
      may not, in turn, make permitted transfers without the written consent of the
      Grantee and the Company.

    


    (g)
      Release
      of Restrictions on Shares.
      All
      rights and restrictions under this Section 5 shall terminate five (5) years
      following the date of this Agreement, or when the Company's securities are
      publicly traded, whichever occurs earlier.

    


    6.
      Representations
      and Warranties of the Grantee.
      This
      Agreement and the issuance and grant of the Shares hereunder is made by the
      Company in reliance upon the express representations and warranties of the
      Grantee, which by acceptance hereof the Grantee confirms that:

    


    (a)
      The
      Shares granted to him pursuant to this Agreement are being acquired by him
      for
      his own account, for investment purposes, and not with a view to, or for sale
      in
      connection with, any distribution of the Shares. It is understood that the
      Shares have not been registered under the Act by reason of a specific exemption
      from the registration provisions of the Act which depends, among other things,
      upon the bona fide nature of his representations as expressed
      herein;

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    (b)
      The
      Shares must be held by him indefinitely unless they are subsequently registered
      under the Act and any applicable state securities laws, or an exemption from
      such registration is available. The Company is under no obligation to register
      the Shares or to make available any such exemption; and

    


    (c)
      Grantee further represents that Grantee has had access to the financial
      statements or books and records of the Company, has had the opportunity to
      ask
      questions of the Company concerning its business, operations and financial
      condition and to obtain additional information reasonably necessary to verify
      the accuracy of such information,

    


    (d)
      Unless and until the Shares represented by this Grant are registered under
      the
      Securities Act, all certificates representing the Shares and any certificates
      subsequently issued in substitution therefor and any certificate for any
      securities issued pursuant to any stock split, share reclassification, stock
      dividend or other similar capital event shall bear legends in substantially
      the
      following form:

    


    
      	 	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	 	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN STOCK AWARD AGREEMENT DATED ____________ BETWEEN THE COMPANY
                AND
                THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE
                SUBJECT
                TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

    


    
      	 	
              and/or
                such other legend or legends as the Company and its counsel deem
                necessary
                or appropriate. Appropriate stop transfer instructions with respect
                to the
                Shares have been placed with the Company's transfer
                agent.

            


    

    


    (e)
      Grantee understands that he or she will recognize income, for Federal and state
      income tax purposes, in an amount equal to the amount by which the fair market
      value of the Shares, as of the date of grant, exceeds the price paid by Grantee,
      if any. The acceptance of the Shares by Grantee shall constitute an agreement
      by
      Grantee to report such income in accordance with then applicable law.
      Withholding for federal or state income and employment tax purposes will be
      made, if and as required by law, from Grantee's then current compensation,
      or,
      if such current compensation is insufficient to satisfy withholding tax
      liability, the Company may require Grantee to make a cash payment to cover
      such
      liability.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    7.
      Stand-off
      Agreement.
      Grantee
      agrees that, in connection with any registration of the Company's securities
      under the Securities Act, and upon the request of the Company or any underwriter
      managing an underwritten offering of the Company's securities, Grantee shall
      not
      sell, short any sale of, loan, grant an option for, or otherwise dispose of
      any
      of the Shares (other than Shares included in the offering) without the prior
      written consent of the Company or such managing underwriter, as applicable,
      for
      a period of at least one year following the effective date of registration
      of
      such offering. This Section 8 shall survive any termination of this
      Agreement.

    


    8.
      Termination
      of Agreement.
      This
      Agreement shall terminate on the occurrence of any one of the following events:
      (a) written agreement of all parties to that effect; (b) a proposed dissolution
      or liquidation of the Company, a merger or consolidation in which the Company
      is
      not the surviving entity, or a sale of all or substantially all of the assets
      of
      the Company; (c) the closing of any public offering of common stock of the
      Company pursuant to an effective registration statement under the Securities
      Act; or (d) dissolution, bankruptcy, or insolvency of the Company.

    


    9.
      Agreement
      Subject to Plan; Applicable Law.
      This
      Grant is made pursuant to the Plan and shall be interpreted to comply therewith.
      A copy of such Plan is available to Grantee, at no charge, at the principal
      office of the Company. Any provision of this Agreement inconsistent with the
      Plan shall be considered void and replaced with the applicable provision of
      the
      Plan. This Grant shall be governed by the laws of the State of Oklahoma and
      subject to the exclusive jurisdiction of the courts therein.

    


    10.
      Miscellaneous.

    (a)
      Notices.
      Any
      notice required to be given pursuant to this Agreement or the Plan shall be
      in
      writing and shall be deemed to have been duly delivered upon receipt or, in
      the
      case of notices by the Company, five (5) days after deposit in the U.S. mail,
      postage prepaid, addressed to Grantee at the last address provided by Grantee
      for use in the Company's records.

    


    (b)
      Entire
      Agreement.
      This
      instrument constitutes the sole agreement of the parties hereto with respect
      to
      the Shares. Any prior agreements, promises or representations concerning the
      Shares not included or reference herein shall be of no force or effect. This
      Agreement shall be binding on, and shall inure to the benefit of, the Parties
      hereto and their respective transferees, heirs, legal representatives,
      successors, and assigns.

    


    (c)
      Enforcement.
      This
      Agreement shall be construed in accordance with, and governed by, the laws
      of
      the State of Oklahoma and subject to the exclusive jurisdiction of the courts
      located in the State of Oklahoma. If Grantee attempts to transfer any of the
      Shares subject to this Agreement, or any interest in them in violation of the
      terms of this Agreement, the Company may apply to any court for an injunctive
      order prohibiting such proposed transaction, and the Company may institute
      and
      maintain proceedings against Grantee to compel specific performance of this
      Agreement without the necessity of proving the existence or extent of any
      damages to the Company. Any such attempted transaction shares in violation
      of
      this Agreement shall be null and void.

    


    (d)
      Validity
      of Agreement.
      The
      provisions of this Agreement may be waived, altered, amended, or repealed,
      in
      whole or in part, only on the written consent of all parties hereto. It is
      intended that each Section of this Agreement shall be viewed as separate and
      divisible, and in the event that any Section shall be held to be invalid, the
      remaining Sections shall continue to be in full force and effect.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    In
      Witness Whereof,
      the
      parties have executed this Agreement as of the date first above
      written.

    


    
      	
              COMPANY:
                

            	
              3DICON
                CORPORATION

              an
                Oklahoma
                corporation

               

               

            
	 	By:   	 
	 	Name:  	 
	
              GRANTEE:

            	
              Title:  

            	
              
              

               

            
	 	 	 
	 	 	 
	 	
              By:
                  

            	 
	 	 	
              (signature)

            
	 	 	 
	 	Name: 	 


    

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    3DICON

      CORPORATION

    RESTRICTED
      STOCK PURCHASE AGREEMENT 
      
        

      



    


    This
      Restricted Stock Purchase Agreement ("Agreement")
      is
      made and entered into as of the date set forth below, by and between 3DICON
      CORPORATION, an Oklahoma corporation (the "Company"),
      and
      the employee, director or consultant of the Company named in Section 1(b).
      ("Grantee"):

    


    In
      consideration of the covenants herein set forth, the parties hereto agree as
      follows:

    


    1.
      Stock
      Purchase Information.

    
      

        
          	
                  (a)

                	
                   Date
                    of Agreement:  

                	
                    

                
	
                  (b)

                	
                   Grantee: 

                	
                   

                
	
                  (c)

                	
                   Number
                    of Shares:

                	
                    

                
	
                  (d)

                	
                   Purchase
                    Price:  

                	
                    

                


        

         

      

    

     

    2.
      Acknowledgements.

    (a)
      Grantee is a [employee/director/consultant]
      of the
      Company.

    


    (b)
      The
      Company has adopted a 2007 Incentive Stock Plan (the "Plan")
      under
      which the Company's common stock ("Stock")
      may be
      offered to officers, employees, directors and consultants pursuant to an
      exemption from registration under the Securities Act of 1933, as amended (the
      "Securities
      Act")
      provided by Rule 701 thereunder.

    


    (c)
      The
      Grantee desires to purchase shares of the Company's common stock on the terms
      and conditions set forth herein.

    


    3.
      Purchase
      of Shares.
      The
      Company hereby agrees to sell and Grantee hereby agrees to purchase, upon and
      subject to the terms and conditions herein stated, the number of shares of
      Stock
      set forth in Section 1(c) (the "Shares"),
      at
      the price per Share set forth in Section 1(d) (the "Price").
      For
      the purpose of this Agreement, the terms "Share"
      or
      "Shares"
      shall
      include the original Shares plus any shares derived therefrom, regardless of
      the
      fact that the number, attributes or par value of such Shares may have been
      altered by reason of any recapitalization, subdivision, consolidation, stock
      dividend or amendment of the corporate charter of the Company. The number of
      Shares covered by this Agreement shall be proportionately adjusted for any
      increase or decrease in the number of issued shares resulting from a
      recapitalization, subdivision or consolidation of shares or the payment of
      a
      stock dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company.

    


    4.
      Investment
      Intent.
      Grantee
      represents and agrees that Grantee is accepting the Shares for the purpose
      of
      investment and not with a view to, or for resale in connection with, any
      distribution thereof; and that, if requested, Grantee shall furnish to the
      Company a written statement to such effect, satisfactory to the Company in
      form
      and substance. If the Shares are registered under the Securities Act, Grantee
      shall be relieved of the foregoing investment representation and agreement
      and
      shall not be required to furnish the Company with the foregoing written
      statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.
      Restriction
      Upon Transfer.
      The
      Shares may not be sold, transferred or otherwise disposed of and shall not
      be
      pledged or otherwise hypothecated by the Grantee except as hereinafter
      provided.

    (a)
      Repurchase Right on Termination Other Than for Cause. For the purposes of this
      Section, a "Repurchase
      Event"
      shall
      mean an occurrence of one of (i) termination of Grantee's employment
      [or
      service as a director/consultant]
      by the
      Company, voluntary or involuntary and with or without cause; (ii) retirement
      or
      death of Grantee; (iii) bankruptcy of Grantee, which shall be deemed to have
      occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution
      of
      the marriage of Grantee, to the extent that any of the Shares are allocated
      as
      the sole and separate property of Grantee's spouse pursuant thereto (in which
      case, this Section shall only apply to the Shares so affected); or (v) any
      attempted transfer by the Grantee of Shares, or any interest therein, in
      violation of this Agreement. Upon the occurrence of a Repurchase Event, the
      Company shall have the right (but not an obligation) to repurchase all or any
      portion of the Shares of Grantee at a price equal to the fair value of the
      Shares as of the date of the Repurchase Event.

    


    (b)
      Repurchase Right on Termination for Cause. In the event Grantee's employment
      [or
      service as a director/consultant]
      is
      terminated by the Company "for
      cause"
      (as
      defined below), then the Company shall have the right (but not an obligation)
      to
      repurchase Shares of Grantee at a price equal to the Price. Such right of the
      Company to repurchase Shares shall apply to 100% of the Shares for one (1)
      year
      from the date of this Agreement; and shall thereafter lapse at the rate of
      twenty percent (20%) of the Shares on each anniversary of the date of this
      Agreement. In addition, the Company shall have the right, in the sole discretion
      of the Board and without obligation, to repurchase upon termination for cause
      all or any portion of the Shares of Grantee, at a price equal to the fair value
      of the Shares as of the date of termination, which right is not subject to
      the
      foregoing lapsing of rights. Termination of employment [or
      service as a director/consultant]
      "for
      cause"
      means
      (i) as to employees and consultants, termination for cause, or as defined in
      the
      Plan, this Agreement or in any employment [or
      consulting]
      agreement between the Company and Grantee, or (ii) as to directors, removal
      pursuant to the Oklahoma corporation law. In the event the Company elects to
      repurchase the Shares, the stock certificates representing the same shall
      forthwith be returned to the Company for cancellation.

    


    (c)
      Exercise
      of Repurchase Right.
      Any
      Repurchase Right under Paragraphs 4(a) or 4(b) shall be exercised by giving
      notice of exercise as provided herein to Grantee or the estate of Grantee,
      as
      applicable. Such right shall be exercised, and the repurchase price thereunder
      shall be paid, by the Company within a ninety (90) day period beginning on
      the
      date of notice to the Company of the occurrence of such Repurchase Event (except
      in the case of termination of employment or retirement, where such option period
      shall begin upon the occurrence of the Repurchase Event). Such repurchase price
      shall be payable only in the form of cash (including a check drafted on
      immediately available funds) or cancellation of purchase money indebtedness
      of
      the Grantee for the Shares. If the Company can not purchase all such Shares
      because it is unable to meet the financial tests set forth in the Oklahoma
      corporation law, the Company shall have the right to purchase as many Shares
      as
      it is permitted to purchase under such sections. Any Shares not purchased by
      the
      Company hereunder shall no longer be subject to the provisions of this Section
      5.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (d)
      Right
      of First Refusal.
      In the
      event Grantee desires to transfer any Shares during his or her lifetime, Grantee
      shall first offer to sell such Shares to the Company. Grantee shall deliver
      to
      the Company written notice of the intended sale, such notice to specify the
      number of Shares to be sold, the proposed purchase price and terms of payment,
      and grant the Company an option for a period of thirty days following receipt
      of
      such notice to purchase the offered Shares upon the same terms and conditions.
      To exercise such option, the Company shall give notice of that fact to Grantee
      within the thirty (30) day notice period and agree to pay the purchase price
      in
      the manner provided in the notice. If the Company does not purchase all of
      the
      Shares so offered during foregoing option period, Grantee shall be under no
      obligation to sell any of the offered Shares to the Company, but may dispose
      of
      such Shares in any lawful manner during a period of one hundred and eighty
      (180)
      days following the end of such notice period, except that Grantee shall not
      sell
      any such Shares to any other person at a lower price or upon more favorable
      terms than those offered to the Company.

    


    (e)
      Acceptance
      of Restrictions.
      Acceptance of the Shares shall constitute the Grantee's agreement to such
      restrictions and the legending of his certificates with respect thereto.
      Notwithstanding such restrictions, however, so long as the Grantee is the holder
      of the Shares, or any portion thereof, he shall be entitled to receive all
      dividends declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

    


    (f)
      Permitted
      Transfers.
      Notwithstanding any provisions in this Section 5 to the contrary, the Grantee
      may transfer Shares subject to this Agreement to his or her parents, spouse,
      children, or grandchildren, or a trust for the benefit of the Grantee or any
      such transferee(s); provided, that such permitted transferee(s) shall hold
      the
      Shares subject to all the provisions of this Agreement (all references to the
      Grantee herein shall in such cases refer mutatis mutandis to the permitted
      transferee, except in the case of clause (iv) of Section 5(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that
      notwithstanding any other provisions in this Agreement, a permitted transferee
      may not, in turn, make permitted transfers without the written consent of the
      Grantee and the Company.

    


    (g)
      Release
      of Restrictions on Shares.
      All
      rights and restrictions under this Section 5 shall terminate five (5) years
      following the date upon which the Company receives the full Price as set forth
      in Section 3, or when the Company's securities are publicly traded, whichever
      occurs earlier.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    5.
      Representations
      and Warranties of the Grantee.
      This
      Agreement and the issuance and grant of the Shares hereunder is made by the
      Company in reliance upon the express representations and warranties of the
      Grantee, which by acceptance hereof the Grantee confirms that:

    (a)
      The
      Shares granted to him pursuant to this Agreement are being acquired by him
      for
      his own account, for investment purposes, and not with a view to, or for sale
      in
      connection with, any distribution of the Shares. It is understood that the
      Shares have not been registered under the Act by reason of a specific exemption
      from the registration provisions of the Act which depends, among other things,
      upon the bona fide nature of his representations as expressed
      herein;

    


    (b)
      The
      Shares must be held by him indefinitely unless they are subsequently registered
      under the Act and any applicable state securities laws, or an exemption from
      such registration is available. The Company is under no obligation to register
      the Shares or to make available any such exemption; and

    


    (c)
      Grantee further represents that Grantee has had access to the financial
      statements or books and records of the Company, has had the opportunity to
      ask
      questions of the Company concerning its business, operations and financial
      condition and to obtain additional information reasonably necessary to verify
      the accuracy of such information;

    


    (d)
      Unless and until the Shares represented by this Grant are registered under
      the
      Securities Act, all certificates representing the Shares and any certificates
      subsequently issued in substitution therefor and any certificate for any
      securities issued pursuant to any stock split, share reclassification, stock
      dividend or other similar capital event shall bear legends in substantially
      the
      following form:

    


    
      	 	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      	 	
              THE
                SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
                TO THAT
                CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT DATED ____________ BETWEEN
                THE
                COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
                WHICH
                ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                CONDITIONS.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              and/or
                such other legend or legends as the Company and its counsel deem
                necessary
                or appropriate. Appropriate stop transfer instructions with respect
                to the
                Shares have been placed with the Company's transfer
                agent.

            


    

    


    (e)
      Grantee understands that he or she will recognize income, for Federal and state
      income tax purposes, in an amount equal to the amount by which the fair market
      value of the Shares, as of the date of Grant, exceeds the price paid by Grantee.
      The acceptance of the Shares by Grantee shall constitute an agreement by Grantee
      to report such income in accordance with then applicable law. Withholding for
      federal or state income and employment tax purposes will be made, if and as
      required by law, from Grantee's then current compensation, or, if such current
      compensation is insufficient to satisfy withholding tax liability, the Company
      may require Grantee to make a cash payment to cover such liability.

    


    7.
      Stand-off
      Agreement.
      Grantee
      agrees that, in connection with any registration of the Company's securities
      under the Securities Act, and upon the request of the Company or any underwriter
      managing an underwritten offering of the Company's securities, Grantee shall
      not
      sell, short any sale of, loan, grant an option for, or otherwise dispose of
      any
      of the Shares (other than Shares included in the offering) without the prior
      written consent of the Company or such managing underwriter, as applicable,
      for
      a period of at least one year following the effective date of registration
      of
      such offering. This Section 8 shall survive any termination of this
      Agreement.

    


    8.
      Termination
      of Agreement.
      This
      Agreement shall terminate on the occurrence of any one of the following events:
      (a) written agreement of all parties to that effect; (b) a proposed dissolution
      or liquidation of the Company, a merger or consolidation in which the Company
      is
      not the surviving entity, or a sale of all or substantially all of the assets
      of
      the Company; (c) the closing of any public offering of common stock of the
      Company pursuant to an effective registration statement under the Act; or (d)
      dissolution, bankruptcy, or insolvency of the Company.

    


    9.
      Agreement
      Subject to Plan; Applicable Law.
      This
      Grant is made pursuant to the Plan and shall be interpreted to comply therewith.
      A copy of such Plan is available to Grantee, at no charge, at the principal
      office of the Company. Any provision of this Agreement inconsistent with the
      Plan shall be considered void and replaced with the applicable provision of
      the
      Plan. This Grant shall be governed by the laws of the State of Oklahoma and
      subject to the exclusive jurisdiction of the courts therein.

    


    10.
      Miscellaneous.

    (a)
      Notices.
      Any
      notice required to be given pursuant to this Agreement or the Plan shall be
      in
      writing and shall be deemed to have been duly delivered upon receipt or, in
      the
      case of notices by the Company, five (5) days after deposit in the U.S. mail,
      postage prepaid, addressed to Grantee at the last address provided by Grantee
      for use in the Company's records.

    


    (b)
      Entire
      Agreement.
      This
      instrument constitutes the sole agreement of the parties hereto with respect
      to
      the Shares. Any prior agreements, promises or representations concerning the
      Shares not included or reference herein shall be of no force or effect. This
      Agreement shall be binding on, and shall inure to the benefit of, the Parties
      hereto and their respective transferees, heirs, legal representatives,
      successors, and assigns.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    (c)
      Enforcement.
      This
      Agreement shall be construed in accordance with, and governed by, the laws
      of
      the State of Oklahoma and subject to the exclusive jurisdiction of the courts
      located in the State of Oklahoma. If Grantee attempts to transfer any of the
      Shares subject to this Agreement, or any interest in them in violation of the
      terms of this Agreement, the Company may apply to any court for an injunctive
      order prohibiting such proposed transaction, and the Company may institute
      and
      maintain proceedings against Grantee to compel specific performance of this
      Agreement without the necessity of proving the existence or extent of any
      damages to the Company. Any such attempted transaction shares in violation
      of
      this Agreement shall be null and void.

    


    (d)
      Validity
      of Agreement.
      The
      provisions of this Agreement may be waived, altered, amended, or repealed,
      in
      whole or in part, only on the written consent of all parties hereto. It is
      intended that each Section of this Agreement shall be viewed as separate and
      divisible, and in the event that any Section shall be held to be invalid, the
      remaining Sections shall continue to be in full force and effect.

    


    In
      Witness Whereof, the
      parties have executed this Agreement as of the date first above
      written.

    
      


      
        	
                COMPANY:
                  

              	
                3DICON
                  CORPORATION

                an
                  Oklahoma
                  corporation

                 

                 

              
	 	By:   	 
	 	Name:  	 
	
                GRANTEE:

              	
                Title:  

              	
                
                

                 

              
	 	 	 
	 	 	 
	 	
                By:
                    

              	 
	 	 	
                (signature)

              
	 	 	 
	 	Name: 	 


      

      
 

      
        
          
          

        

        
          -6-