fs8ex10_vserve.htm


     

    Exhibit 10.1

    
      


      


      VOICESERVE,
INC.

      EQUITY INCENTIVE
PLAN

      


      1.           Purpose. The purpose
of the plan is to provide incentives to attract, retain and motivate eligible
persons whose present and potential contributions are important to the success
of VOICESERVE, INC., a Delaware corporation (the “Company”), by offering them an
opportunity to participate in the Company’s future performance through awards of
Options and Restricted Stock. Capitalized terms not defined in the text are
defined in Section 22.

      


      2.           Shares Subject to the Plan;
Per-Person Award Limitation.

      


      2.1           Number of Shares
Available. Subject to Sections 2.2 and 17, the total number of Shares
reserved and available for grant and issuance pursuant to the Plan shall be
Two Million (2,000,000)
Shares. Subject to Sections 2.2 and 17, Shares shall again be available
for grant and issuance in connection with future Awards under the Plan that: (a)
are subject to issuance upon exercise of an Option but cease to be subject to
such Option for any reason other than exercise of such Option; (b) are subject
to an Award granted hereunder but are forfeited; or (c) are subject to an Award
that otherwise terminates without Shares being issued. Subject to Sections 2.2
and 17, in no event shall the aggregate number of Shares that may be issued
pursuant to incentive stock options exceed Two Million (2,000,000)
Shares.

      


      2.2           Adjustment of Shares.
In the event that the number of outstanding Shares is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision or
similar change in the capital structure of the Company without consideration,
then: (a) the number of Shares reserved for issuance under the Plan; (b) the
Exercise Prices of and number of Shares subject to outstanding Options; and (c)
the number of Shares subject to other outstanding Awards shall be
proportionately adjusted, subject to any required action by the Board or the
shareholders of the Company and in compliance with applicable securities
laws.

      


      2.3           Individual Award
Limitation. Notwithstanding any other provision in this Plan, and in
addition to any requirements of this Plan, the maximum number of Shares granted
hereunder to any one Participant may not exceed twenty percent (20%) of the
total Shares subject to the Plan (subject to adjustments as provided in Sections
2.2 and 17 hereof).

      


      3. Eligibility.

      


      3.1 General. All Awards
set forth herein may be granted to employees, officers, directors, consultants
and advisors of the Company or Affiliate of the Company, provided such
consultants and advisors render bona fide services not in connection with the
offer and sale of securities in a capital-raising transaction. A person may be
granted more than one Award under the Plan.

       

       

      
        
          
          

        

        
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      4. Administration.

      


      4.1 Compensation
Committee. The Plan shall be administered by a committee ("Committee")
appointed by the Company's Board of Directors. The membership of the Committee
shall be constituted so as to comply at all times with the then applicable
requirements for “outside directors” of Rule 16b-3 promulgated under the
Exchange Act and Section 162(m) of the Code. Any determination made by the
Committee with respect to any Award shall be made in its sole discretion at the
time of grant of the Award or, unless in contravention of any express term of
the Plan or Award, at any later time, and such determination shall be final and
binding on the Company and all persons having an interest in any Award under the
Plan.

      


      4.2 Committee Authority.
Subject to the general purposes, terms and conditions of the Board, the
Committee shall have full power to implement and carry out the Plan. The
Committee may delegate to one or more officers of the Company the authority to
make recommendations to grant an Award under the Plan to Participants who are
not Insiders of the Company. The Committee shall have the authority
to:

      


      
        	
                 
      

              	
                (a)

              	
                construe
      and interpret the Plan, any Award Agreement and any other agreement or
      document executed pursuant to the
Plan;

              


      

      
        	
                 
      

              	
                (b)

              	
                recommend
      to the Board amendments to the rules and regulations relating to the
      Plan;

              


      

      
        	
                 
      

              	
                (c)

              	
                select
      the persons to receive Awards;

              


      

      
        	
                 
      

              	
                (d)

              	
                determine
      the form and terms of Awards;

              


      

      
        	
                 
      

              	
                (e)

              	
                determine
      the number of Shares or other consideration subject to
    Awards;

              


      

      
        	
                 
      

              	
                (f)

              	
                determine
      whether Awards will be granted singly, in combination, in tandem with, in
      replacement of, or as alternatives to, other Awards under the Plan or any
      other incentive or compensation plan of the Company or Affiliate of the
      Company;

              


      

      
        	
                 
      

              	
                (g)

              	
                determine
      the granting of certain waivers of Plan or Award
    conditions;

              


      

      
        	
                 
      

              	
                (h)

              	
                determine
      the conditions concerning the vesting, exercisability and payment of
      Awards;

              


      

      
        	
                 
      

              	
                (i)

              	
                recommend
      to the Board such matters so as to correct any defect, supply any
      omission, or reconcile any inconsistency in the Plan, any Award or any
      Award Agreement;

              


      

      
        	
                 
      

              	
                (j)

              	
                determine
      whether an Award has been earned;
and

              


      

      
        	
                 
      

              	
                (k)

              	
                make
      all other determinations necessary or advisable for the administration of
      the Plan.

              


      

       

       

      
        
          
          

        

        
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      4.3 Exchange Act
Requirements. If the Company is subject to the Exchange Act, the Company
will take appropriate steps to comply with the disinterested director
requirements of Section 16(b) of the Exchange Act, including but not limited to,
the appointment by the Board of a committee consisting of not less than two
persons (who are members of the Board), each of whom is a Disinterested
Person.

      


      4.4 Address of Committee.
The Committee’s address to which any correspondence or notifications may be sent
or given is:

      


      Voiceserve,
Inc.

      Grosvenor
House, 1 High Street

      Middlesex
England HA8 7TA

      Attn:  Chief
Executive Officer

      


      5. Options. The
Committee may grant Options to eligible persons and shall determine whether such
Options shall be Incentive Stock Options within the meaning of the Code (“ISO”)
or Nonqualified Stock Options (“NQSO”), the number of Shares subject to the
Option, the Exercise Price of the Option, the period during which the Option may
be exercised, and all other terms and conditions of the Option, subject to the
following:

      


      5.1 Form of Option Grant.
Each Option granted under the Plan shall be evidenced by an Award Agreement
which shall expressly identify the Option as an ISO or NQSO (“Stock Option
Agreement”), and be in such form and contain such provisions (which need not be
the same for each Participant) as the Committee shall from time to time approve,
and which shall comply with and be subject to the terms and conditions of the
Plan.

      


      5.2 Date of Grant. The
date of grant of an Option shall be the date on which the Committee makes the
determination to grant such Option, unless otherwise specified by the Committee.
The Stock Option Agreement and a copy of the Plan will be delivered to the
Participant within a reasonable time after the granting of the
Option.

      


      5.3 Exercise Period.
Options shall be exercisable within the times or upon the events determined by
the Committee as set forth in the Stock Option Agreement; provided, however,
that no Option shall be exercisable after the expiration of ten (10) years from
the date the Option is granted, and provided further that no Option granted to a
person who directly or by attribution owns more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company (“Ten Percent
Shareholder”) shall be exercisable after the expiration of five (5) years from
the date the Option is granted. The Committee also may provide for the Options
to become exercisable at one time or from time to time, periodically or
otherwise, in such number or percentage as the Committee
determines.

       

       

      
        
          
          

        

        
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      5.4 Exercise Price. The
Exercise Price shall be determined by the Committee when the Option is granted
and may be not less than the par value of a Share on the date of grant provided
that: (i) the Exercise Price of an ISO shall be not less than one hundred
percent (100%) of the Fair Market Value of the Shares on the date of grant; (ii)
the Exercise Price of any ISO granted to a Ten Percent Shareholder shall not be
less than one hundred ten percent (110%) of the Fair Market Value of the Shares
on the date of grant; and (iii) the Exercise Price of any option granted that
the Committee intends to qualify under Section 162(m) of the Code, shall not be
less than one hundred percent (100%) of the Fair Market Value of the Shares on
the date of grant. Payment for the Shares purchased may be made in accordance
with Section 7 of the Plan.

      


      5.5 Method of Exercise.
Options may be exercised only by delivery to the Company of a written stock
option exercise agreement (the “Exercise Agreement”) in a form approved by the
Committee (which need not be the same for each Participant), stating the number
of Shares being purchased, the restrictions imposed on the Shares, if any, and
such representations and agreements regarding Participant’s investment intent
and access to information and other matters, if any, as may be required or
desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

      


      5.6 Termination. Unless
otherwise set forth in the Stock Option Agreement, the exercise of an Option
shall be subject to the following:

      


      (a) If
the Participant is Terminated for any reason except death or Disability, then
Participant may exercise such Participant’s Options only to the extent that such
Options would have been exercisable upon the Termination Date no later than
three (3) months after the Termination Date (or such shorter time period as may
be specified in the Stock Option Agreement), but in any event, no later than the
expiration date of the Options.

      


      (b) If
the Participant is terminated because of death or Disability (or the Participant
dies within three (3) months of such termination), then Participant’s Options
may be exercised only to the extent that such Options would have been
exercisable by Participant on the Termination Date and must be exercised by
Participant (or Participant’s legal representative or authorized assignee) no
later than twelve (12) months after the Termination Date (or such shorter time
period as may be specified in the Stock Option Agreement), but in any event no
later than the expiration date of the Options; provided, however, that in the
event of termination due to Disability other than as defined in Section 22(e)(3)
of the Code, any ISO that remains exercisable after ninety (90) days after the
date of termination shall be deemed a NQSO.

      


      5.7 Limitations on
Exercise. The Committee may specify a reasonable minimum number of Shares
that may be purchased on any exercise of an Option, provided that such minimum
number will not prevent Participant from exercising the Option for the full
number of Shares for which it is then exercisable.

      


       

      
        
          
          

        

        
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      5.8 Modification, Extension or
Renewal. The Committee may modify, extend or renew outstanding Options
and authorize the grant of new Options in substitution therefore, provided that
any such action may not without the written consent of Participant, impair any
of Participant’s rights under any Option previously granted. Any outstanding ISO
that is modified, extended, renewed or otherwise altered shall be treated in
accordance with Section 424(h) of the Code. The Committee may reduce the
Exercise Price of outstanding Options without the consent of Participants
affected by a written notice to them; provided, however, that the Exercise Price
may not be reduced below the minimum Exercise Price that would be permitted
under Section 5.4 of the Plan for Options granted on the date the action is
taken to reduce the Exercise Price.

      


      5.9 No Disqualification.
Notwithstanding any other provision in the Plan, no term of the Plan relating to
ISOs shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be exercised, so as to disqualify the Plan
under Section 422 of the Code or, without the consent of the Participant
affected, to disqualify any ISO under Section 422 of the Code.

      


      6. Restricted Stock. A
Restricted Stock Award is an offer by the Company to sell to an eligible person
Shares that are subject to restrictions. The Committee shall determine to whom
an offer will be made, the number of Shares the person may purchase, the price
to be paid (the “Purchase Price”), the restrictions to which the Shares shall be
subject, and all other terms and conditions of the Restricted Stock Award,
subject to the following:

      


      6.1 Form of Restricted Stock
Award. All purchases under a Restricted Stock Award made pursuant to the
Plan shall be evidenced by an Award Agreement (“Restricted Stock Purchase
Agreement”) that shall be in such form (which need not be the same for each
Participant) as the Committee, shall from time to time approve, and shall comply
with and be subject to the terms and conditions of the Plan. The offer of
Restricted Stock shall be accepted by the Participant’s execution and delivery
of the Restricted Stock Purchase Agreement and full payment for the shares to
the Company within thirty (30) days from the date the Restricted Stock Purchase
Agreement is delivered to the person. If such person does not execute and
deliver the Restricted Stock Purchase Agreement along with full payment for the
Shares to the Company within thirty (30) days, then the offer shall terminate,
unless otherwise determined by the Committee.

      


      6.2 Purchase Price. The
Purchase Price of Shares sold pursuant to a Restricted Stock Award shall be
determined by the Committee on the date the Restricted Stock Award is granted
but shall in no event less than the par value of the Shares. Payment of the
Purchase Price may be made in accordance with Section 7 of the
Plan.

       

       

      
        
          
          

        

        
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      6.3 Restrictions.
Restricted Stock Awards shall be subject to such restrictions as the Committee
may impose. The Committee may provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions, in whole or in part,
based on length of service, performance or such other factors or criteria as the
Committee may determine. Restricted Stock Awards that the Committee intends to
qualify under Code section 162(m) shall be subject to a performance-based goal.
Restrictions on such stock shall lapse based on one (1) or more of the following
performance goals: stock price, market share, sales increases, earning per
share, return on equity, cost reductions, or any other similar performance
measure established by the Committee. Such performance measures shall be
established by the Committee, in writing, no later than the earlier of: (a)
ninety (90) days after the commencement of the performance period with respect
to which the Restricted Stock award is made; and (b) the date as of which
twenty-five percent (25%) of such performance period has elapsed.

      


      7. Payment For Share
Purchases.

      


      7.1 Payment. Payment for
Shares purchased pursuant to the Plan may be made in cash (by check) or, where
expressly approved for the Participant by the Committee and where permitted by
law:

      


      
        	
                 
      

              	
                (a)
      by cancellation of indebtedness of the Company to the
      Participant;

              


      

      


      
        	
                 
      

              	
                (b)
      by transfer of Shares that either (1) have been owned by Participant for
      more than six (6) months and have been paid for within the meaning of SEC
      Rule 144; or (2) were obtained by Participant in the public
      market;

              


      

      


      
        	
                 
      

              	
                (c)
      by waiver of compensation due or accrued to Participant for services
      rendered;

              


      

      


      
        	
                 
      

              	
                (d)
      by tender of property;

              


      

      


      
        	
                 
      

              	
                (e)
      with a promissory note in favor of the Company, which such note shall (1)
      provide for full recourse to the maker, (2) be collateralized by the
      pledge of the Shares that the Optionee purchases upon exercise of the
      Option, (3) bear interest at the prime rate of the Company’s principal
      lender, and (4) contain such other terms as the Committee in its sole
      discretion shall reasonably
require;

              


      

      


      
        	
                 
      

              	
                (f)
      by a “cashless exercise” in which Shares which would otherwise be
      delivered upon exercise of the Option may be used to satisfy the payment
      of the exercise price of the Option, in accordance with the following
      formula:

              


      

       

      X = Y (A-B)

      
        	
                 
      

              	
                A

              


      

      


      Where:

      X = the
number of Shares to be issued to Optionee.

      Y = the
number of Shares purchasable under the amount of the Option being
exercised

      A = the
per Share Fair Market Value

      
        	
                 
      

              	
                B =
      the per Share Exercise Price of the
Option

              


      

       

       

      
        
          
          

        

        
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                (g)
      with respect only to purchases upon exercise of an Option, and provided
      that a public market for the Company’s stock
  exists:

              


      

      


      
        	
                 
      

              	
                (1)
      through a “same day sale” commitment from Participant and a broker-dealer
      that is a member of the National Association of Securities Dealers (an
      “NASD Dealer”) whereby the Participant irrevocably elects to exercise the
      Option and to sell a portion of the Shares so purchased to pay for the
      Exercise Price, and whereby the NASD Dealer irrevocably commits upon
      receipt of such Shares to forward the Exercise Price directly to the
      Company; or

              


      

      


      
        
          	
                   
      

                	
                  (2)
      through a “margin” commitment from Participant and an NASD Dealer whereby
      Participant irrevocably elects to exercise the Option and to pledge the
      Shares so purchased to the NASD Dealer in a margin account as security for
      a loan from the NASD Dealer in the amount of the Exercise Price, and
      whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
      forward the exercise price directly to the Company; or

                
	 	 
	 	(h)
      by any combination of the
foregoing.


        

      

      
         

      

      If the
Exercise Price or purchase price is paid in whole or in part with Shares, or
through the withholding of Shares issuable upon exercise of the Option, the
value of the Shares surrendered or withheld shall be their Fair Market Value on
the date the Option is exercised.

      


      8. Withholding
Taxes.

      


      8.1 Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards
granted under the Plan, the Company may require the Participant to remit to the
Company an amount sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. Whenever, under the Plan, payments in satisfaction of Awards are to be
made in cash, such payment shall be net of an amount sufficient to satisfy
federal, state, and local withholding tax requirements.

       

       

      
        
          
          

        

        
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      8.2 Stock Withholding.
When, under applicable tax laws, a Participant incurs tax liability in
connection with the exercise or vesting of any Award that is subject to tax
withholding and the Participant is obligated to pay the Company the amount
required to be withheld, the Committee may allow the Participant to satisfy the
minimum withholding tax obligation by electing to have the Company withhold from
the Shares to be issued that number of Shares having a Fair Market Value equal
to the minimum amount required to be withheld, determined on the date that the
amount of tax to be withheld is to be determined (the “Tax Date”). All elections
by a Participant to have Shares withheld for this purpose shall be made in
writing in a form acceptable to the Committee and shall be subject to the
following restrictions:

      


      
        	
                 
      

              	
                (a)
      the election must be made on or prior to the applicable Tax
      Date;

              


      

      


      
        	
                 
      

              	
                (b)
      once made, then except as provided below, the election shall be
      irrevocable as to the particular Shares as to which the election is
      made;

              


      

      


      
        	
                 
      

              	
                (c)
      all elections shall be subject to the consent or disapproval of
      the Committee;

              


      

      


      
        	
                 
      

              	
                (d)
      if the Participant is an Insider and if the Company is subject to Section
      1 6(b) of the Exchange Act: (1) the election may not be made within six
      (6) months of the date of grant of the Award, except as otherwise
      permitted by SEC Rule 1 6b-3(e) under the Exchange Act, and (2) either (A)
      the election to use stock withholding must be irrevocably made at least
      six (6) months prior to the Tax Date (although such election may be
      revoked at any time at least six (6) months prior to the Tax Date) or (B)
      the exercise of the Option or election to use stock withholding must be
      made in the ten (10) day period beginning on the third day following the
      release of the Company’s quarterly or annual summary statement of sales or
      earnings; and

              


      

      


      
        	
                 
      

              	
                (e)
      in the event that the Tax Date is deferred until six (6) months after the
      delivery of Shares under Section 83(b) of the Code, the Participant shall
      receive the full number of Shares with respect to which the exercise
      occurs, but such Participant shall be unconditionally obligated to tender
      back to the Company the proper number of Shares on the Tax
      Date.

              


      

      


      9.           
Privileges of Stock
Ownership. No Participant shall have any of the rights of a shareholder
with respect to any Shares until the Shares are issued to the Participant. After
Shares are issued to the Participant, the Participant shall be a shareholder and
have all the rights of a shareholder with respect to such Shares, including the
right to vote and receive all dividends or other distributions made or paid with
respect to such Shares; provided, that if such Shares are Restricted Stock, then
any new, additional or different securities the Participant may become entitled
to receive with respect to such Shares by virtue of a stock dividend, stock
split or any other change in the corporate or capital structure of the Company
shall be subject to the same restrictions as the Restricted Stock.

       

       

      
        
          
          

        

        
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      10.           Transferability.
Awards granted under the Plan, and any interest therein, shall not be
transferable or assignable by Participant, and may not be made subject to
execution, attachment or similar process, otherwise than by will or by the laws
of descent and distribution or as consistent with the specific Plan and Award
Agreement provisions relating thereto. During the lifetime of the Participant an
Award shall be exercisable only by the Participant, and any elections with
respect to an Award, may be made only by the Participant.

      


      11.           Restrictions on
Shares. At the discretion of the Committee, the Company may reserve to
itself and/or its assignee(s) in the Award Agreement a right of first refusal to
purchase all Shares that a Participant (or a subsequent transferee) may propose
to transfer to a third party.

      


      12.           Certificates. All
certificates for Shares or other securities delivered under the Plan shall be
subject to such stock transfer orders, legends and other restrictions as the
Committee may deem necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any rules, regulations
and other requirements of the SEC or any stock exchange or automated quotation
system upon which the Shares may be listed.

      


      13.           Escrow; Pledge of
Shares. To enforce any restrictions on a Participant’s Shares, the
Committee may require the Participant to deposit all certificates representing
Shares, together with stock powers or other instruments of transfer approved by
the Committee, appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates.

      


      14.        
 Exchange and Buy
out of Awards. The Committee, may, at any time or from time to time,
authorize the Company, with the consent of the respective Participants, to issue
new Awards in exchange for the surrender and cancellation of any or all
outstanding Awards. The Company may at any time buy from a Participant an Award
previously granted with payment in cash, Shares (including Restricted Stock) or
other consideration, based on such terms and conditions as the Company and the
Participant shall agree.

      


      15.          Securities Law and Other
Regulatory Compliance. An Award shall not be effective unless such Award
is in compliance with all applicable federal and state securities laws, rules
and regulations of any governmental body, and the requirements of any stock
exchange or automated quotation system upon which the Shares may then be listed,
as they are in effect on the date of grant of the Award and also on the date of
exercise or other Issuance. Notwithstanding any other provision in the Plan, the
Company shall have no obligation to issue or deliver certificates for Shares
under the Plan prior to: (a) obtaining any approvals from governmental agencies
that the Company determines are necessary or advisable, and/or (b) completion of
any registration or other qualification of such shares under any state or
federal law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company shall be under no obligation to register the
Shares with the SEC or to effect compliance with the registration, qualification
or listing requirements of any state securities laws, stock exchange or
automated quotation system, and the Company shall have no liability for any
inability or failure to do so.

       

       

      
        
          
          

        

        
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      16.         
 No Obligation to
Employ. Nothing in the Plan or any Award granted under the Plan shall
confer or be deemed to confer on any Participant any right to continue in the
employ of, or to continue any other relationship with, the Company or Affiliate
of the Company or limit in any way the right of the Company or Affiliate of the
Company to terminate Participant’s employment or other relationship at any time,
with or without cause.

      


      17.          
Corporate
Transactions.

      


      17.1
Assumption or
Replacement of Awards by Successor. In the event of (a) a merger or
consolidation in which the Company is not the surviving corporation (other than
any transaction in which there is no substantial change in the shareholders of
the company and the Awards granted under the Plan are assumed or replaced by the
successor corporation, which assumption shall be binding on all Participants);
(b) a dissolution or liquidation of the Company; (c) the sale of substantially
all of the assets of the Company; or (d) any other transaction which qualifies
as a “corporate transaction” under Section 424(a) of the Code wherein the
shareholders of the Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or substantially all of the
outstanding shares of the Company), all outstanding Awards may, to the extent
permitted by applicable law, be replaced by the successor corporation (if any)
with Awards of equivalent value, which replacement shall be binding on all
Participants. In the alternative, substantially similar consideration may be
provided to Participants as was provided to shareholders (after taking into
account the existing provisions of the Awards). The successor corporation may
also issue, in place of outstanding Shares of the Company held by the
Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant.

      


      17.2
Other Treatment of
Awards. Subject to any greater rights granted to Participants under the
foregoing provisions of this Section 17, in the event of the occurrence of any
transaction described in Section 17.1, any outstanding Awards shall be treated
as provided in the applicable agreement or plan of merger, consolidation,
dissolution, liquidation, sale of assets or other “corporate
transaction.”

       

       

      
        
          
          

        

        
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      17.3
Assumption of Awards
by the Company. The Company, from time to time, also may grant Awards
identical to awards granted by another company, whether in connection with an
acquisition of such other company or otherwise, by granting an Award under the
Plan in replacement of such other company’s award. Such replacement shall be
permissible if the holder of the replaced award would have been eligible to be
granted an Award under the Plan if the other company had applied the rules of
the Plan to such grant. In the event the Company grants Awards identical to an
award granted by another company, the terms and conditions of such award shall
remain unchanged (except that the exercise price and the number and nature of
Shares issuable upon exercise of any such option will be adjusted approximately
pursuant to Section 424(a) of the Code).

      


      18.           Adoption and Shareholder
Approval. The Plan shall become effective on the date that it is adopted
by the Board (the “Effective Date”). The Plan shall be approved by the
shareholders of the Company (excluding Shares issued pursuant to this Plan),
consistent with applicable laws, within twelve months before or after the
Effective Date. Upon the Effective Date, the Committee may grant Awards pursuant
to the Plan; provided, however, that: (a) no Option may be exercised prior to
initial shareholder approval of the Plan; (b) no Option granted pursuant to an
increase in the number of Shares approved by the Board shall be exercised prior
to the time such increase has been approved by the shareholders of the Company;
and in the event that shareholder approval is not obtained within the time
period provided herein, all Awards granted hereunder shall be canceled, any
Shares issued pursuant to any Award shall be canceled and any purchase of Shares
hereunder shall be rescinded. After the Company becomes subject to Section 16(b)
of the Exchange Act, the Company will comply with the requirements of Rule 16b-3
(or its successor), as amended, with respect to shareholder
approval.

      


      19.           Term of Plan. The
Plan will terminate ten (10) years from the Effective Date or, if earlier, the
date of shareholder approval of the Plan.

      


      20.           Amendment or Termination of
Plan. The Board may at any time terminate or amend the Plan in any
respect, including without limitation amendment of any form of Award Agreement
or instrument to be executed pursuant to the Plan; provided, however, that: (a)
the Board shall not, without the approval of the shareholders of the Company,
amend the Plan in any manner that requires such shareholder approval pursuant to
the Code or the regulations promulgated thereunder as such provisions apply to
ISO plans or pursuant to the Exchange Act or Rule 16b-3 (or its successor), as
amended, thereunder; and (b) no outstanding Award shall be deemed effected by
such amendment without the advance written consent of the Participant(s) holding
such outstanding Award(s) at the time of the proposed termination or
amendment.

      


      21.           Nonexclusivity of the Plan.
Neither the adoption of the Plan by the Board, the submission of the Plan
to the shareholders of the Company for approval, nor any provision of the Plan
shall be construed as creating any limitations on the power of the Board to
adopt such additional compensation arrangements as it may deem desirable,
including, without limitation, the granting of stock options and bonuses
otherwise than under the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

       

       

      
        
          
          

        

        
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      22.          
Definitions. As
used in the Plan, the following terms shall have the following
meanings:

      


      “Affiliate”
means any corporation that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
another corporation, where “control” (including the terms “controlled by” and
“under common control with”) means the possession, direct or indirect, of the
power to cause the direction of the management and policies of the corporation,
whether through the ownership of voting securities, by contract or
otherwise.

      


      “Award”
means any award under the Plan, including any Option or Restricted
Stock.

      


      “Award
Agreement” means, with respect to each Award, the signed written agreement
between the Company and the Participant setting forth the terms and conditions
of the Award.

      


      “Board” means the Board of Directors of
the Company.

      


      “Code” means the Internal Revenue Code
of 1986, as amended.

      


      “Committee”
means a committee appointed by the Company's Compensation Committee (said
Compensation Committee itself being first appointed by the Company's
Board).

      


      “Company” means Voiceserve, Inc., a
Delaware corporation, or any successor company.

      


      “Disability” means a disability,
whether temporary or permanent, partial or total, as determined by the
Committee.

      


      “Disinterested
Person” means a director who has not, during the period that person is a member
of the Committee and for one (1) year prior to service as a member of the
Committee, been granted or awarded equity securities pursuant to the Plan or any
other plan of the Company or Affiliate of the Company, except in accordance with
the requirements set forth in Rule 16b-3(c)(2)(I) (and any successor regulation
thereto) as promulgated by the SEC under Section 16(b) of the Exchange Act, as
such rule is amended from time to time and as interpreted by the
SEC.

      


      “Exchange Act” means the Securities
Exchange Act of 1934, as amended.

      


      “Exercise Price” means the price at
which a holder of an Option may purchase the Shares issuable upon exercise of
the Option.

      


      “Fair Market Value” means, as of any
date, the value of a share of the Company’s Common Stock determined as
follows:

       

       

      
        
          
          

        

        
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                (a)
      if such Common Stock is then quoted on the Nasdaq market, its last
      reported sale price on the Nasdaq market or, if no such reported sale
      takes place on such date, the average of the closing bid and asked
      prices;

              


      

      


      
        	
                 
      

              	
                (b)
      if such Common Stock is publicly traded and is then listed on a national
      securities exchange, the last reported sale price or, if no such reported
      sale takes place on such date, the average of the closing bid and asked
      prices on the principal national securities exchange on which the Common
      Stock is listed or admitted to
trading;

              


      

      


      
        	
                 
      

              	
                (c)
      if such Common Stock is publicly traded but is not quoted on a Nasdaq
      market nor listed or admitted to trading on a national securities
      exchange, the average of the closing bid and asked prices on such date, as
      reported by The Wall Street Journal, for the over-the-counter market;
      or

              


      

      


      
        	
                 
      

              	
                (d)
      if none of the foregoing is applicable, by the Board of Directors of the
      Company in good faith.

              


      

       

      “Insider”
means an officer or director of the Company or any other person whose
transactions in the Company’s Common Stock are subject to Section 16 of the
Exchange Act.

      


      “Option” means an award of an option to
purchase Shares pursuant to Section 5.

       

      “Parent”
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if at the time of the granting of an Award
under the Plan, each of such corporations other than the Company owns stock
possessing fifty percent (50%), or more, of the total combined voting power of
all classes of stock in one of the other corporations in such
chain.

      


      “Participant” means a person who
receives an Award under the Plan.

      


      “Plan” means this Voiceserve, Inc.
Equity Incentive Plan, as amended from time to time.

      


      “Restricted
Stock Award” means an award of Shares pursuant to Section

      


      “SEC”
means the Securities and Exchange Commission.

      


      “Securities
Act” means the Securities Act of 1933, as amended.

       

       

      
        
          
          

        

        
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      “Shares”
means shares of the Company’s Common Stock reserved for issuance under the Plan,
as adjusted pursuant to Sections 2 and 17, and any successor
security.

      


      “Termination”
or “Terminated” means, for purposes of the Plan with respect to a Participant,
that the Participant has ceased to provide services as an employee, director,
consultant or advisor, to the Company or Affiliate of the Company, except in the
case of sick leave, military leave, or any other leave of absence approved by
the Committee, provided, that such leave is for a period of not more than ninety
(90) days, or reinstatement upon the expiration of such leave is guaranteed by
contract or statute. The Committee shall have sole discretion to determine
whether a Participant has ceased to provide services and the effective date on
which the Participant ceased to provide services (the “Termination
Date”).

      


       

       

      
        
          
          

        

        
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      EXERCISE
NOTICE

      


      Voiceserve,
Inc.

      Grosvenor
House, 1 High Street

      Middlesex
England HA8 7TA

      Attn:  Chief
Executive Officer

      


      Attention:
Stock Option Plan Administrator

      


      1.           Exercise of Option.
Effective as of today, ___________, ____, the undersigned ("Participant") hereby
elects to exercise Participant's option to purchase ________ shares of the
Common Stock (the "Shares") of
Voiceserve, Inc. (the "Company") under and
pursuant to the Voiceserve, Inc. Equity Incentive Plan (the "Plan") and the Stock
Option Agreement dated ___________ (the "Option
Agreement").

      


      2.           Delivery of Payment.
Purchaser herewith delivers to the Company the full purchase price of the
Shares, as set forth in the Option Agreement.

      


      3.           Representations of
Participant. Participant acknowledges that Participant has received, read
and understood the Plan and the Option Agreement and agrees to abide by and be
bound by their terms and conditions.

      


      4.           Rights as
Shareholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Shares shall be issued to the Participant as
soon as practicable after the Option is exercised.

      


      5.           Tax Consultation.
Participant understands that Participant may suffer adverse tax consequences as
a result of Participant's purchase or disposition of the Shares. Participant
represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and
that Participant is not relying on the Company for any tax advice.

      


      6.           Successors and
Assigns. The Company may assign any of its rights under this Exercise
Notice to single or multiple assignees, and this Exercise Notice shall inure to
the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Exercise Notice shall be binding
upon Participant and his or her heirs, executors, administrators, successors and
assigns.

      


       

      
        
          
          

        

        
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      7.           Withholding Taxes.
There may be a regular federal income tax liability upon the exercise of this
Option. Participant will be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the excess, if any, of the Fair
Market Value of the Shares on the date of exercise over the Exercise Price. If
Participant is an employee, the Company will be required to withhold from
Participant’s compensation or collect from Participant and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.

       

      8.           Governing Law. This
Exercise Notice is governed by the internal substantive laws of the state of
Delaware.

      


      9.         
 Entire Agreement. The
Plan and Option Agreement are incorporated herein by reference. This Exercise
Notice, the Plan, the Option Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof, and may not be modified adversely to
the Participant's interest except by means of a writing signed by the Company
and Participant.

      


                                                                               


      
        
          	Submitted
      by:  	Accepted
      by:
	 	 
	 	 
	
                  PARTICIPANT

                	
                  VOICESERVE,
      INC.

                
	 	 
	                                                        
      	 
	Signature	By:                                                         
                  
       
	 	 
	 	 
	                                                      
             	 
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      Name	Title:                                                       
         


        

      

       

       

       

       

       

       

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