EQUITY
INCENTIVE PLAN

    


    INCENTIVE
STOCK OPTION AGREEMENT

    


    This INCENTIVE STOCK OPTION AGREEMENT
(the “Option Agreement”), dated as of the ___day of ___, ____ (the “Grant
Date”), is between FTOH Corp., a Delaware corporation (the “Company”), and ______ (the “Optionee”), a key
employee of the Company or of a Subsidiary of the Company (a “Related
Corporation”), pursuant to the _______ Equity Incentive Plan (the
“Plan”).

    


    WHEREAS, the Company desires to give
the Optionee the opportunity to purchase shares of common stock of the Company,
par value $0.0001 (“Common Shares”) in accordance with the provisions of the
Plan, a copy of which is attached hereto;

    


    NOW THEREFORE, in consideration of the
mutual covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto, intending to be legally bound hereby, agree
as follows:

    


    1.           Grant of
Option.  The Company hereby grants to the Optionee the right
and option (the “Option”) to purchase all or any part of an aggregate of _____ Common
Shares.  The Option is in all respects limited and conditioned as
hereinafter provided, and is subject in all respects to the terms and conditions
of the Plan now in effect and as it may be amended from time to time (but only
to the extent that such amendments apply to outstanding
options).  Such terms and conditions are incorporated herein by
reference, made a part hereof, and shall control in the event of any conflict
with any other terms of this Option Agreement.  The Option granted
hereunder is intended to be an incentive stock option (“ISO”) meeting the
requirements of the Plan and section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”), and not a nonqualified
stock option (“NQSO”).

    


    2.           Exercise
Price.  The exercise price of the Common Shares covered by this
Option shall be $____ per share.  It is the determination of the board
of directors of the Company (the “Board”) that on the Grant Date the exercise
price was not less than the greater of (i) 100% (110% for an Optionee who owns
more than 10% of the total combined voting power of all shares of stock of the
Company or of a Related Corporation – a “More-Than-10% Owner”) of the “Fair
Market Value” (as defined in the Plan) of a Common Share, or (ii) the par value
of a Common Share.

    


    3.           Term.  Unless
earlier terminated pursuant to any provision of the Plan or of this Option
Agreement, this Option shall expire on ____ (the “Expiration Date”), which date
is not more than 10 years (five years in the case of a More-Than-10% Owner) from
the Grant Date. This Option shall not be exercisable on or after the Expiration
Date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    4.           Exercise of
Option.  The Option shall vest according to the following
schedule, provided that Optionee remains continuously employed as a key employee
of the Company or a Related Corporation from the date hereof through the
applicable vesting date:

    


    
      
        
          
            	
                    Date Installment Becomes Exercisable

                  	 
      	
                    Number of Common Shares

                  
	 
      	 
      	 
      
	 
      	
                      

                  	 
      


          

        

      

    

    


    The Board
may accelerate any vesting date of the Option, in its discretion, if it deems
such acceleration to be desirable.  Once the Option becomes
exercisable, it will remain exercisable until it is exercised or until it
terminates.

    


    5.           Method of Exercising
Option.  Subject to the terms and conditions of this Option
Agreement and the Plan, the Option may be exercised by written notice to the
Company at its principal office.  The form of such notice is attached
hereto and shall state the election to exercise the Option and the number of
whole shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; and shall be accompanied by payment
of the full exercise price of such shares.  Only full shares will be
issued.

    


    The exercise price shall be paid to the
Company:

    


    (a)         in
cash, or by certified check, bank draft, or postal or express money
order;

    


    (b)   
     through the delivery of Common Shares previously
acquired by the Optionee;

    


    (c)         by
delivering a properly executed notice of exercise of the Option to the Company
and a broker, with irrevocable instructions to the broker promptly to deliver to
the Company the amount necessary to pay the exercise price of the
Option;

    


    (d)         in
Common Shares newly acquired by the Optionee upon exercise of the Option (which
shall constitute a disqualifying disposition with respect to this ISO);
or

    


    (e)         in
any combination of (a), (b), (c) or (d) above.

    


    In the
event the exercise price is paid, in whole or in part, with Common Shares, the
portion of the exercise price so paid shall be equal to the Fair Market Value of
the Common Shares surrendered on the date of exercise.

    


    Upon receipt of notice of exercise and
payment, the Company shall deliver a certificate or certificates representing
the Common Shares with respect to which the Option is so exercised. The Optionee
shall obtain the rights of a shareholder upon receipt of a certificate(s)
representing such Common Shares.

     

    
      
         


      

      
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    Such certificate(s) shall be registered
in the name of the person so exercising the Option (or, if the Option is
exercised by the Optionee and if the Optionee so requests in the notice
exercising the Option, shall be registered in the name of the Optionee and the
Optionee’s spouse, jointly, with right of survivorship), and shall be delivered
as provided above to, or upon the written order of, the person exercising the
Option.  In the event the Option is exercised by any person after the
death or disability (as determined in accordance with Section 22(e)(3) of the
Code) of the Optionee, the notice shall be accompanied by appropriate proof of
the right of such person to exercise the Option.  All Common Shares
that are purchased upon exercise of the Option as provided herein shall be fully
paid and non-assessable.

    


    Upon exercise of the Option, Optionee
shall be responsible for all employment and income taxes then or thereafter due
(whether Federal, State or local), and if the Optionee does not remit to the
Company sufficient cash (or, with the consent of the Board, Common Shares) to
satisfy all applicable withholding requirements, the Company shall be entitled
to satisfy any withholding requirements for any such tax by disposing of Common
Shares at exercise, withholding cash from Optionee’s salary or other
compensation or such other means as the Board considers appropriate to the
fullest extent permitted by applicable law.  Nothing in the preceding
sentence shall impair or limit the Company’s rights with respect to satisfying
withholding obligations under Section 10 of the Plan.

    


    6.           Non-Transferability of
Option.  This Option is not assignable or transferable, in
whole or in part, by the Optionee other than by will or by the laws of descent
and distribution.  During the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee or, in the event of his or her
disability, by his or her guardian or legal representative.

    


    7.           Termination of
Employment.  If the Optionee’s employment with the Company and
all Related Corporations is terminated for any reason (other than death or
disability) prior to the Expiration Date, then this Option may be exercised by
Optionee, to the extent of the number of Common Shares with respect to which the
Optionee could have exercised it on the date of such termination of employment,
at any time prior to the earlier of (i) the Expiration Date, or (ii) ninety (90)
days after such termination of employment.  Any part of the Option
that was not exercisable immediately before the termination of Optionee’s
employment shall terminate at that time.

    


    8.           Disability.  If
the Optionee becomes disabled (as determined in accordance with section 22(e)(3)
of the Code) during his or her employment and, prior to the Expiration Date, the
Optionee’s employment is terminated as a consequence of such disability, then
this Option may be exercised by the Optionee or by the Optionee’s legal
representative, to the extent of the number of Common Shares with respect to
which the Optionee could have exercised it on the date of such termination of
employment at any time prior to the earlier of (i) the Expiration Date or (ii)
one year after such termination of employment.  Any part of the Option
that was not exercisable immediately before the Optionee’s termination of
employment shall terminate at that time.

     

    
      
         


      

      
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    9.           Death.  If
the Optionee dies during his or her employment and prior to the Expiration Date,
or if the Optionee’s employment is terminated for any reason (as described in
Paragraphs 7 and 8) and the Optionee dies following his or her termination
of employment but prior to the earliest of (i) the Expiration Date, or (ii) the
expiration of the period determined under Paragraph 7 or 8 (as applicable
to the Optionee), then this Option may be exercised by the Optionee’s estate,
personal representative or beneficiary who acquired the right to exercise this
Option by bequest or inheritance or by reason of the Optionee’s death, to the
extent of the number of Common Shares with respect to which the Optionee could
have exercised it on the date of his or her death, at any time prior to the
earlier of (i) the Expiration Date or (ii) one year after the date of the
Optionee’s death.  Any part of the Option that was not exercisable
immediately before the Optionee’s death shall terminate at that
time.

    


     10.        Disqualifying Disposition of
Option Shares.  The Optionee agrees to give written notice to
the Company, at its principal office, if a “disposition” of the Common Shares
acquired through exercise of the Option granted hereunder occurs at any time
within two years after the Grant Date or within one year after the transfer to
the Optionee of such shares.  Optionee acknowledges that if such
disposition occurs, the Optionee generally will recognize ordinary income as of
the date the Option was exercised in an amount equal to the lesser of (i) the
Fair Market Value of the Common Shares on the date of exercise minus the
exercise price, or (ii) the amount realized on disposition of such shares minus
the exercise price.  If requested by the Company at the time of and in
the case of any such disposition, Optionee shall pay to the Company an amount
sufficient to satisfy the Company’s federal, state and local withholding tax
obligations with respect to such disposition.  The provisions of this
Section 10 shall apply, whether or not the Optionee is in the employ of the
Company at the time of the relevant disposition.  For purposes of this
Paragraph, the term “disposition” shall have the meaning assigned to such term
by section 424(c) of the Code.

    


    11.         Securities
Matters.  (a)  If, at any time, counsel to the
Company shall determine that the listing, registration or qualification of the
Common Shares subject to the Option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental or
regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with, the issuance or purchase of Common Shares hereunder, such
Option may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval, or satisfaction of such
condition shall have been effected or obtained on conditions acceptable to the
Board of Directors.  The Company shall be under no obligation to apply
for or to obtain such listing, registration or qualification, or to satisfy such
condition.  The Board shall inform the Optionee in writing of any
decision to defer or prohibit the exercise of an Option.  During the
period that the effectiveness of the exercise of an Option has been deferred or
prohibited, the Optionee may, by written notice, withdraw the Optionee’s
decision to exercise and obtain a refund of any amount paid with respect
thereto.

    


    (b)         The
Company may require: (i) the Optionee (or any other person exercising the Option
in the case of the Optionee’s death or Disability) as a condition of exercising
the Option, to give written assurances, in substance and form satisfactory to
the Company, to the effect that such person is acquiring the Common Shares
subject to the Option for his or her own account for investment and not with any
present intention of selling or otherwise distributing the same, and to make
such other representations or covenants; and (ii) that any certificates for
Common Shares delivered in connection with the exercise of the Option bear such
legends, in each case as the Company deems necessary or appropriate, in order to
comply with federal and applicable state securities laws, to comply with
covenants or representations made by the Company in connection with any public
offering of its Common Shares or otherwise.  The Optionee specifically
understands and agrees that the Common Shares, if and when issued upon exercise
of the Option, may be “restricted securities,” as that term is defined in Rule
144 under the Securities Act of 1933 and, accordingly, the Optionee may be
required to hold the shares indefinitely unless they are registered under such
Securities Act of 1933, as amended, or an exemption from such registration is
available.


    
      
         


      

      
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    (c)         The
Optionee shall have no rights as a shareholder with respect to any Common Shares
covered by the Option (including, without limitation, any rights to receive
dividends or non-cash distributions with respect to such shares) until the date
of issue of a stock certificate to the Optionee for such Common
Shares.  No adjustment shall be made for dividends or other rights for
which the record date is prior to the date such stock certificate is
issued.

    


    12.         Governing
Law.  This Option Agreement shall be governed by the applicable
Code provisions to the maximum extent possible.  Otherwise, the laws
of the State of Delaware (without reference to the principles of conflict of
laws) shall govern the operation of, and the rights of the Optionee under, the
Plan and Options granted thereunder.

    


    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have duly executed this Incentive Stock
Option Agreement as of the ______ day of ___, _____.

    


    
      
        
          
            
              
                	 
      	
                        By:

                      	 	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:
      Chief Executive
Officer

                      


              

            

          

        

      

    

     

    
      
        
          
            
              	 	
                       

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ____
EQUITY INCENTIVE PLAN

    


    Notice of
Exercise of Incentive Stock Option

    


    I hereby exercise the incentive stock
option granted to me pursuant to the Incentive Stock Option Agreement dated as
of  ____ __ , ____ (the “Company”), with respect to the following
number of shares of the Company’s common stock (“Shares”), par value $0.0001 per
Share, covered by said option:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Number
      of Shares to be purchased:

                            	 	 	 	 
	 
      	 	 	 	 
	
                              Purchase
      price per Share:

                            	 	$	 	 
	 
      	 	 	 	 
	
                              Total
      purchase price:

                            	 	$	 	 


                    

                  

                

              

            

          

        

      

    

    


    
      	
                  

            	
              A.

            	
              Enclosed
      is cash or my certified check, bank draft, or postal or express money
      order in the amount of $________ in full/partial [circle one] payment for
      such Shares;

            


    

    


    and/or

    


    
      
        	     	
                B.

              	
                Enclosed
      is/are   Share(s)
      with a total fair market value of $  on the
      date hereof in full/partial [circle one] payment for
      such Shares;

              


      

    

    


    and/or

    


    
      
        	     	
                C.

              	
                I
      have provided notice to   [insert name of broker],
      a broker, who will render full/partial [circle one] payment for
      such Shares.  [Optionee should attach to the
      notice of exercise provided to such broker a copy of this Notice of
      Exercise and irrevocable instructions to pay to the Company the
      full/partial (as elected above) exercise
  price.]

              


      

    

    


    and/or

    


    
      
        	     	
                D.

              	
                I
      elect to satisfy the payment for Shares purchased hereunder by having the
      Company withhold newly acquired Shares pursuant to the exercise of the
      Option.  I understand that this will result in a “disqualifying
      disposition,” as described in Section 10 of my Incentive Stock Option
      Agreement.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Please have the certificate or
certificates representing the purchased Shares registered in the following name
or names*:                                          
                         ;
and sent to                                                 .

    


    
      
        
          	
                  DATED:
      ___, 20__

                	 
      	
                   

                
	 
      	 
      	
                  Optionee’s
      Signature

                


        

      

    

     

    
      
        

      

      
        	
                *

              	
                Certificates
      may be registered in the name of the Optionee alone or in the joint names
      (with right of survivorship) of the Optionee and his or her
      spouse.

              


      

      

        
          
             


          

          
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