Exhibit 10.1

                                 PROPALMS, INC.
                            EQUITY COMPENSATION PLAN

1. Purposes of the Plan. The purposes of this Propalms, Inc. 2008 Equity
Compensation Plan (the "Plan") are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentives to Employees and Consultants, and to promote the success of the
Company and the Company's Affiliates. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant. Stock Purchase Rights, time vested and/or
performance vested Restricted Stock, Stock Appreciation Rights and Unrestricted
Shares may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

"Acquirer" has the meaning set forth in Section 16(c).

"Administrator" means the committee which has been delegated the responsibility
of administering the Plan in accordance with Section 4 of the Plan.

"Affiliate" means any Parent and/or Subsidiary.

"Applicable Laws" means the requirements relating to the administration of
equity compensation plans under the applicable corporate and securities laws of
any of the states in the United States, U.S. federal securities laws, the Code,
the rules and regulations of any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Awards are, or will be, granted under the Plan.

"Award" means the grant of an Option, a Stock Purchase Right, a Stock
Appreciation Right, a Stock Award and/or Unrestricted Shares.

"Board" means the Board of Directors of the Company.

"Cause" means, unless otherwise specifically provided in a Participant's Option
Agreement, Stock Purchase Agreement, Stock Appreciation Right Agreement or Stock
Award Agreement, a finding by the Administrator that the Participant's
employment with or service to the Company or any Affiliate was terminated due to
one or more of the following: (i) the Participant's performance of duties in an
incompetent manner; (ii) the Participant's commission of any act of fraud,
insubordination, misappropriation or personal dishonesty relating to or
involving the Company or any Affiliate in any material respect; (iii) the
Participant's gross negligence; (iv) the Participant's violation of any express
direction of the Company or of any Affiliate or any material violation of any
rule, regulation, policy or plan established by the Company or any Affiliate
from time to time regarding the conduct of its employees or its business; (v)
the Participant's disclosure or use of confidential information of the Company
or any Affiliate, other than as required in the performance of the Participant's
duties; (vi) actions by the Participant that are determined by the Administrator
to be clearly contrary to the best interests of the Company and/or its
Affiliates; (vii) the Participant's conviction of a crime constituting a felony
or any other crime involving moral turpitude; (viii) the Participant's use of
alcohol or any unlawful controlled substance to an extent that it interferes
with the performance of the Participant's duties, or (ix) any other act or
omission which, in the determination of the Administrator, is materially
detrimental to the business of the Company or of an Affiliate. Notwithstanding
the foregoing, if a Participant has entered into a written employment or
consulting agreement with the Company that specifies the conditions or
circumstances under which the Participant's service may be terminated for cause,
then the terms of such agreement shall apply for purposes of determining whether
"Cause" shall have occurred for purposes of this Plan.

"Change in Control Event" has the meaning set forth in Section 16(c).

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" means the common stock, par value $.01 per share, of the Company.


<PAGE>

"Company" means Propalms USA, Inc., a Delaware corporation.

"Consultant" means any person, including an advisor, engaged by the Company or
an Affiliate to render services to such entity, other than an Employee or a
Director.

"Director" means a member of the Board or of the board of directors of an
Affiliate.

"Disability" means total and permanent disability as defined in Section 22(e)(3)
of the Code.

"Employee" means any person, including officers and Directors, serving as an
employee of the Company or an Affiliate. An individual shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its Parent,
any Subsidiary or any successor. For purposes of an Option initially granted as
an Incentive Stock Option, if a leave of absence of more than three months
precludes such Option from being treated as an Incentive Stock Option under the
Code, such Option thereafter shall be treated as a Nonstatutory Stock Option for
purposes of this Plan. Neither service as a Director nor payment of a director's
fee by the Company shall be sufficient to constitute "employment" by the
Company.

"Fair Market Value" means, as of any date, the value of Common Stock determined
as follows:

(i) if the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the NASDAQ National Market
or the NASDAQ Capital Market, the Fair Market Value of a Share shall be the
closing sales price of a Share (or the closing bid, if no such sales were
reported) as quoted on such exchange or system for the last market trading day
prior to the day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

(ii) if the Common Stock is regularly quoted by a recognized securities dealer
but is not listed in the manner contemplated by clause (i) above, the Fair
Market Value of a Share shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; or

(iii) if neither clause (i) above nor clause (ii) above applies, the Fair Market
Value shall be determined in good faith by the Administrator.

"Incentive Stock Option" means an Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

"Nonstatutory Stock Option" means an Option not intended to qualify as an
Incentive Stock Option.

"Notice of Grant" means a written or electronic notice evidencing certain terms
and conditions of an Award.

"Option" means a stock option granted pursuant to the Plan.

"Option Agreement" means an agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. Each Option
Agreement shall be subject to the terms and conditions of the Plan and the
applicable Notice of Grant.

"Optioned Stock" means the Common Stock subject to an Option or Stock Purchase
Right.

"Optionee" means the holder of an outstanding Option or Stock Purchase Right
granted under the Plan.

"Parent" means a "parent corporation" of the Company (or, in the context of
Section 16(c) of the Plan, of a successor corporation), whether now or hereafter
existing, as defined in Section 424(e) of the Code.

"Participant" shall mean any Service Provider who holds an Option, a Stock
Purchase Right, a Stock Appreciation Right, a Stock Award or Unrestricted Shares
granted or issued pursuant to the Plan.

                                       2
<PAGE>

"Restricted Period" has the meaning set forth in Section 12(a).

"Restricted Stock" means shares of Common Stock acquired pursuant to a grant of
a Stock Award under Section 12 of the Plan.

"Service" shall mean service to the Company or its subsidiaries as an Employee
or, following a Change in Control Event, service to the Acquirer (as defined in
this Section 2) or its subsidiaries as an employee.

"Service Provider" means an Employee or Consultant. A Director who is neither an
Employee nor a Consultant shall not be deemed to be a Service Provider.

"Share" means a share of the Common Stock, as adjusted in accordance with
Section 16 of the Plan.

"Stock Appreciation Right" means a right granted pursuant to Section 14 of the
Plan, as evidenced by a Notice of Grant. Stock Appreciation Rights may be
awarded either in tandem with Options ("Tandem Stock Appreciation Rights") or on
a stand-alone basis ("Nontandem Stock Appreciation Rights").

"Stock Appreciation Right Agreement" means an agreement between the Company and
the grantee of a Stock Appreciation Right, approved by the Administrator,
evidencing the terms and conditions of an individual Stock Appreciation Right
grant. Each Stock Appreciation Right Agreement shall be subject to the terms and
conditions of the Plan and the applicable Notice of Grant.

"Stock Award" means an Award of Shares pursuant to Section 12 of the Plan.

"Stock Award Agreement" means an agreement, approved by the Administrator,
providing the terms and conditions of a Stock Award. Each Stock Award Agreement
shall be subject to the terms and conditions of the Plan and the applicable
Notice of Grant.

"Stock Award Shares" means Shares subject to a Stock Award.

"Stock Awardee" means the holder of an outstanding Stock Award granted under the
Plan.

"Stock Purchase Agreement" means a written agreement between the Company and an
Optionee, approved by the Administrator, evidencing the terms and restrictions
applicable to stock purchased under a Stock Purchase Right. Each Stock Purchase
Agreement shall be subject to the terms and conditions of the Plan and the
applicable Notice of Grant.

"Stock Purchase Awardee" means the holder of an outstanding Stock Purchase Right
granted under the Plan.

"Stock Purchase Right" means the right to purchase Common Stock pursuant to
Section 11 of the Plan, as evidenced by a Notice of Grant.

"Stock Purchase Stock" means shares of Common Stock acquired pursuant to a grant
of a Stock Purchase Right under Section 11 of the Plan.

"Subsidiary" means a "subsidiary corporation" of the Company (or, in the context
of Section 16(c) of the Plan, of a successor corporation), whether now or
hereafter existing, as defined in Section 424(f) of the Code.

"Substitute Options" has the meaning set forth in Section 17.

"Unrestricted Shares" means a grant of Shares made on an unrestricted basis
pursuant to Section 13 of the Plan.

3. Stock Subject to the Plan. Subject to the provisions of Section 16 of the
Plan, the initial maximum number of shares of Common Stock that may be issued
under the Plan shall be 30,000,000 shares. For purposes of the foregoing
limitation, the shares of Common Stock underlying any Awards which are
forfeited, canceled, reacquired by the Company, satisfied without the issuance
of Common Stock or otherwise terminated (other than by exercise) shall be added

                                       3
<PAGE>

back to the number of shares of Common Stock available for issuance under the
Plan. Notwithstanding the foregoing, no more than 5,000,000 shares of Common
Stock may be granted to any one Participant with respect to Options and Stock
Appreciation Rights during any one calendar year period. Common Stock to be
issued under the Plan may be either authorized and unissued shares or shares
held in treasury by the Company.

4. Administration of the Plan.

(a) Administration. The Plan shall be administered by the Board or a committee
of the Board.

(b) Powers of the Administrator. Subject to the provisions of the Plan, the
Administrator shall have the authority, in its discretion:

(i)  to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options, Stock Purchase Rights,
Stock Awards, Stock Appreciation Rights and Unrestricted Shares may be granted
hereunder;

(iii) to determine the number of shares of Common Stock to be covered by each
Award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of
the Plan, of any Award granted hereunder and of any Option Agreement, Stock
Purchase Agreement, Stock Award Agreement and Stock Appreciation Right
Agreement. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options or Stock Purchase Rights may be
exercised (which may be based on performance criteria), any vesting,
acceleration or waiver of forfeiture provisions, and any restriction or
limitation regarding any Option, Stock Purchase Right, Stock Award, Stock
Appreciation Right or grant of Unrestricted Shares or the Shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

(vi) to construe and interpret the terms of the Plan, Awards granted pursuant to
the Plan and agreements entered into pursuant to the Plan;

(vii) to prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax laws;

(viii) to allow Optionees to satisfy withholding tax obligations by having the
Company withhold from the Shares to be issued upon exercise of an Option that
number of Shares having a Fair Market Value equal to the amount required to be
withheld, provided that withholding is calculated at no less than the minimum
statutory withholding level. The Fair Market Value of the Shares to be withheld
shall be determined as of the date that the income resulting from exercise of
the Option is recognized by the Optionee. All determinations to have Shares
withheld for this purpose shall be made by the Administrator in its discretion;

(ix) to authorize any person to execute on behalf of the Company any agreement
entered into pursuant to the Plan and any instrument required to effect the
grant of an Award previously granted by the Administrator; and

(x) to make all other determinations deemed necessary or advisable for purposes
of administering the Plan.

(c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations shall be final and binding on all holders of
Awards. Neither the Administrator, nor any member or delegate thereof, shall be
liable for any act, omission, interpretation, construction or determination made
in good faith in connection with the Plan, and each of the foregoing shall be
entitled in all cases to indemnification and reimbursement by the Company in
respect of any claim, loss, damage or expense (including without limitation
reasonable attorneys' fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under any directors' and officers' liability insurance
coverage which may be in effect from time to time.

                                       4
<PAGE>

5. Eligibility. Nonstatutory Stock Options, Stock Purchase Rights, Stock Awards,
Stock Appreciation Rights and Unrestricted Shares may be granted to all Service
Providers. Incentive Stock Options may be granted only to Employees.
Notwithstanding anything contained herein to the contrary, an Award may be
granted to a person who is not then a Service Provider; provided, however, that
the grant of such Award shall be conditioned upon such person's becoming a
Service Provider at or prior to the time of the execution of the agreement
evidencing such Award.

6. Limitations.

(a) Each Option shall be designated in the applicable Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, if an Employee becomes eligible in any given
year to exercise Incentive Stock Options for Shares having a Fair Market Value
in excess of $100,000, those Options representing the excess shall be treated as
Nonstatutory Stock Options. In the previous sentence, "Incentive Stock Options"
include Incentive Stock Options granted under any plan of the Company or any
Affiliate. For the purpose of deciding which Options apply to Shares that
"exceed" the $100,000 limit, Incentive Stock Options shall be taken into account
in the same order as granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

(b) Neither the Plan nor any Award nor any agreement entered into pursuant to
the Plan shall confer upon a Participant any right with respect to continuing
the grantee's relationship as a Service Provider with the Company or any
Affiliate, nor shall they interfere in any way with the Participant's right or
the right of the Company or any Affiliate to terminate such relationship at any
time, with or without cause.

7. Term of the Plan. The Plan shall become effective upon approval by the
Company's stockholders and shall continue in effect for a term of ten (10) years
unless terminated earlier under Section 19 of the Plan.

8. Term of Options. The term of each Option shall be stated in the applicable
Option Agreement or, if not so stated, ten years from the date of grant.
However, in the case of an Incentive Stock Option granted to an Optionee who, at
the time the Incentive Stock Option is granted, owns, directly or indirectly,
stock representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company and any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the applicable Option
Agreement.

9. Option Exercise Price; Exercisability.

(a) Exercise Price. The per share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be determined by the Administrator,
subject to the following:

(i) In the case of an Incentive Stock Option:

(A) granted to an Employee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company and any Affiliate, the per Share exercise
price shall be not less than 110% of the Fair Market Value per Share on the date
of grant, or

(B) granted to any Employee other than an Employee described in paragraph (A)
immediately above, the per Share exercise price shall be not less than 100% of
the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option, the per Share exercise price
shall be not less than 100% of the Fair Market Value per Share on the date of
grant.

(iii) Notwithstanding the foregoing, Options may be granted with a per Share
exercise price of less than 100% (or 110%, if clause (i)(A) above applies) of
the Fair Market Value per Share on the date of grant pursuant to a merger or
other comparable corporate transaction, but in no event shall Options be granted
at a per Share exercise price that would cause the Options to be deemed a
deferral of compensation under Code Section 409A.

                                       5
<PAGE>

(b) Exercise Period and Conditions. At the time that an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and
shall determine any conditions that must be satisfied before the Option may be
exercised.

10. Exercise of Options; Consideration.

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement, provided, however, that unless otherwise determined by
the Administrator, each Option shall vest and become exercisable as to 20% of
the Shares subject to such Option on the first anniversary of its date of grant,
as to an additional 20% of the Shares subject to such Option on the second
anniversary of its date of grant, as to an additional 20% of the Shares subject
to such Option on the third anniversary of its date of grant, as to an
additional 20% of the Shares subject to such Option on the fourth anniversary of
its date of grant and as to the balance of the Shares subject to such Option on
the fifth anniversary of its date of grant. Unless the Administrator provides
otherwise, vesting of Options granted hereunder shall be tolled during any
unpaid leave of absence. An Option may not be exercised for a fraction of a
Share. An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and Section 10(f) of the
Plan. Shares issued upon exercise of an Option shall be issued in the name of
the Optionee. Until the Shares are issued (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 Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 16 of the Plan. Exercising an
Option in any manner shall decrease the number of Shares thereafter available,
both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee ceases to
be a Service Provider, other than as a result of the Optionee's death,
Disability or termination for Cause, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the extent
that the Option is vested on the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Notice of Grant).
In the absence of a specified time in the Option Agreement and except as
otherwise provided in Sections 10(c), 10(d) and 10(e) of this Plan, the Option
shall remain exercisable for three months following the Optionee's termination
(but in no event later than the expiration of the term of such Option). If, on
the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Optionee does not exercise his or her
Option in full within the time specified by the Administrator, the unexercised
portion of the Option shall terminate, and the Shares covered by such
unexercised portion of the Option shall revert to the Plan. Notwithstanding
anything contained herein to the contrary, an Optionee who changes his or her
status as a Service Provider (e.g., from being an Employee to being a
Consultant) shall not be deemed to have ceased being a Service Provider for
purposes of this Section 10(b), nor shall a transfer of employment among the
Company and any Affiliate be considered a termination of employment; provided,
however, that if an Optionee owning Incentive Stock Options ceases being an
Employee but continues as a Consultant, such Incentive Stock Options shall be
deemed to be Nonstatutory Stock Options three months after the date of such
cessation.

(c) Disability of an Optionee. If an Optionee ceases to be a Service Provider as
a result of the Optionee's Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement to the
extent the Option is vested on the date of termination (but in no event later
than the expiration of the term of such Option as set forth in the Notice of
Grant). In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the Optionee's
termination (but in no event later than the expiration of the term of such
Option). If, on the date of termination, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option in full within the time specified herein, the unexercised
portion of the Option shall terminate, and the Shares covered by such
unexercised portion of the Option shall revert to the Plan.

                                       6
<PAGE>

(d) Death of an Optionee. If an Optionee dies while a Service Provider, the
Option may be exercised within such period of time as is specified in the Option
Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquires the right to exercise the Option by bequest or inheritance, but
only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's death (but in no
event later than the expiration of the term of such Option). If, at the time of
death, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall revert to the Plan. If the
Option is not so exercised in full within the time specified herein, the
unexercised portion of the Option shall terminate, and the Shares covered by the
unexercised portion of such Option shall revert to the Plan.

(e) Termination for Cause. Unless otherwise provided in a Service Provider's
Option Agreement, if a Service Provider's relationship with the Company is
terminated for Cause, then such Service Provider shall have no right to exercise
any of such Service Provider's Options at any time on or after the effective
date of such termination. All Shares covered by such Options and not acquired by
exercise prior to the date of such termination shall revert to the Plan.

(f) Form of Consideration. The Administrator shall determine the acceptable form
of consideration for exercising an Option, including the method of payment. In
the case of an Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant. Such consideration may
consist entirely of:

(i) cash;

(ii) check;

(iii) other Shares of the Company's capital stock which (A) have been owned by
the Optionee for more than six months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which said Option shall be exercised;

(iv) consideration received by the Company under a cashless exercise program
permitted by the Administrator, including a cashless exercise program utilizing
the services of a single broker acceptable to the Administrator;

(v) a reduction in the amount of any Company liability to the Optionee,
including any liability attributable to the Optionee's participation in any
Company-sponsored deferred compensation program or arrangement;

(vi) any combination of the foregoing methods of payment; or

(vii) such other consideration and method of payment for the issuance of Shares
to the extent permitted by Applicable Laws.

11. Stock Purchase Rights.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in
addition to, or in tandem with Options or other Awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
Stock Purchase Awardee in writing or electronically, by means of a Notice of
Grant and/or a Stock Purchase Agreement in the form determined by the
Administrator, of the terms, conditions and restrictions related to the offer,
including the number of Shares that the Stock Purchase Awardee shall be entitled
to purchase and the price to be paid for such Shares. The offer shall be
accepted by execution of a Stock Purchase Agreement in a form determined by the
Administrator and payment of the applicable purchase price.

(b) Repurchase Option. Unless the Administrator determines otherwise, the Stock
Purchase Agreement shall grant the Company a repurchase option exercisable upon
the voluntary or involuntary termination of the Stock Purchase Awardee's service

                                       7
<PAGE>

with the Company for any reason (including death or Disability). The purchase
price for Shares repurchased pursuant to the Stock Purchase Agreement shall be
the original price paid by the Stock Purchase Awardee and may be paid by
cancellation of any indebtedness of the Stock Purchase Awardee to the Company.
The repurchase option shall lapse at a rate determined by the Administrator;
provided, however, that unless otherwise determined by the Administrator, the
restrictions shall lapse as to 20% of the Shares subject to such Stock Purchase
Agreement on the first anniversary of its date of grant, as to as to an
additional 20% of the Shares subject to such Stock Purchase Agreement on the
second anniversary of its date of grant, as to an additional 20% of the Shares
subject to such Stock Purchase Agreement on the third anniversary of its date of
grant, as to an additional 20% of the Shares subject to such Stock Purchase
Agreement on the fourth anniversary of its date of grant and as to the balance
of the Shares subject to such Stock Purchase Agreement on the fifth anniversary
of its date of grant.

(c) Other Provisions. The Stock Purchase Agreement shall contain such other
terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Administrator in its sole discretion.

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the
Stock Purchase Awardee shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 16
of the Plan.

(e) Code ss.409A. Notwithstanding anything contained herein to the contrary,
Stock Purchase Rights shall not be awarded if the Committee, on the basis of
advice of counsel, determines that the grant of such Rights would violate
Section 409A of the Code.

12. Stock Awards. The Administrator may, in its sole discretion, grant (or sell
at par value or such higher purchase price as it determines) Shares to any
Service Provider, as defined herein, subject to such terms and conditions,
including vesting and/or performance conditions, as the Administrator sets forth
in a Stock Award Agreement evidencing such grant. Stock Awards may be granted or
sold in respect of past services or other valid consideration or in lieu of any
cash compensation otherwise payable to such individual. The grant of Stock
Awards shall be subject to the following provisions:

(a) At the time a Stock Award is made, the Administrator shall establish a
vesting period (the "Restricted Period") applicable to the Stock Award Shares
subject to such Stock Award or shall determine that such Stock Award is not
subject to any vesting requirements. Subject to the right of the Administrator
to establish a Restricted Period that extends vesting dates to later or earlier
dates than the dates provided in this sentence, the Restricted Period of a Stock
Award, if any, shall lapse as follows: the restrictions shall lapse as to one
third of the Shares subject to such Stock Award on the fifth anniversary of its
date of grant, as to an additional one third of the Shares subject to such Stock
Award on the sixth anniversary of its date of grant and as to the balance of the
Shares subject to such Stock Award on the seventh anniversary of its date of
grant. The Administrator may, in its sole discretion, at the time a grant is
made, prescribe restrictions in addition to or in lieu of the expiration of the
Restricted Period, including the satisfaction of corporate or individual
performance objectives. The Administrator may provide that all restrictions on
Stock Award Shares shall lapse if certain performance criteria are met and that,
if such criteria are not met, that such restrictions shall lapse if certain
vesting conditions are satisfied. None of the Stock Award Shares may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of during the
Restricted Period applicable to such Stock Award Shares or prior to the
satisfaction of any other restrictions prescribed by the Administrator with
respect to such Stock Award Shares.

(b) The Company shall issue, in the name of each Service Provider to whom Stock
Award Shares have been granted, stock certificates representing the total number
of Stock Award Shares granted to such person, as soon as reasonably practicable
after the grant. The Company, at the direction of the Administrator, shall hold
such certificates, properly endorsed for transfer, for the Stock Awardee's
benefit until such time as the Stock Award Shares are forfeited to the Company,
or the restrictions lapse.

(c) Unless otherwise provided by the Administrator, holders of Stock Award
Shares shall have the right to vote such Shares and have the right to receive
any cash dividends with respect to such Shares. All distributions, if any,
received by a Stock Awardee with respect to Stock Award Shares as a result of
any stock split, stock distribution, combination of shares, or other similar
transaction shall be subject to the restrictions of this Section 12.

                                       8
<PAGE>

(d) Subject to the terms of the applicable Stock Award Agreement, any Stock
Award Shares granted to a Service Provider pursuant to the Plan shall be
forfeited if, prior to the date on which all restrictions applicable to such
Stock Award shall have lapsed, the Stock Awardee voluntarily terminates
employment with the Company or its Affiliates or resigns or voluntarily
terminates his consultancy arrangement with the Company or its Affiliates or if
the Stock Awardee's employment or the consultant's consultancy arrangement is
terminated for Cause. If the Stock Awardee's employment or consultancy
arrangement terminates for any other reason, the Stock Award Shares held by such
person shall be forfeited, unless the Administrator, in its sole discretion,
shall determine otherwise. Upon such forfeiture, the Stock Award Shares that are
forfeited shall be retained in the treasury of the Company and be available for
subsequent awards under the Plan.

(e) Upon the satisfaction of the conditions prescribed by the Administrator with
respect to a particular Stock Award, the restrictions applicable to the related
Stock Award Shares shall lapse and, at the Stock Awardee's request, a stock
certificate for the number of Stock Award Shares with respect to which the
restrictions have lapsed shall be delivered, free of all such restrictions under
the Plan, to the Stock Awardee or his beneficiary or estate, as the case may be.

13. Unrestricted Shares. The Administrator may grant Unrestricted Shares in
accordance with the following provisions:

(a) The Administrator may cause the Company to grant Unrestricted Shares to
Service Providers at such time or times, in such amounts and for such reasons as
the Administrator, in its sole discretion, shall determine. No payment (other
than the par value thereof, in the Administrator's discretion) shall be required
for Unrestricted Shares.

(b) The Company shall issue, in the name of each Service Provider to whom
Unrestricted Shares have been granted, stock certificates representing the total
number of Unrestricted Shares granted to such individual, and shall deliver such
certificates to such Service Provider as soon as reasonably practicable after
the date of grant or on such later date as the Administrator shall determine at
the time of grant.

14. Stock Appreciation Rights. The Administrator may grant Stock Appreciation
Rights in accordance with the following provisions:

(a) Tandem Stock Appreciation Rights may be awarded by the Administrator in
connection with any Option granted under the Plan, either at the time such
Option is granted or thereafter at any time prior to the exercise, termination
or expiration of such Option. The base price of any Tandem Stock Appreciation
Rights shall be not less than the Fair Market Value of a share of Common Stock
on the date of grant of the related Option. Nontandem Stock Appreciation Rights
may also be granted by the Administrator at any time. At the time of grant of
Nontandem Stock Appreciation Rights, the Administrator shall specify the number
of shares of Common Stock covered by such right and the base price of shares of
Common Stock to be used in connection with the calculation described in Section
14(d). The base price of any Nontandem Stock Appreciation Rights shall be not
less than the Fair Market Value of a share of Common Stock on the date of grant.
Stock Appreciation Rights shall be subject to such terms and conditions not
inconsistent with the other provisions of the Plan as the Administrator shall
determine.

(b) Tandem Stock Appreciation Rights shall be exercisable only to the extent
that the related Option is exercisable and shall be exercisable only for such
period as the Administrator may determine (which period may expire prior to the
expiration date of the related Option); provided, however, if no such period is
specified, a Tandem Stock Appreciation Right shall be exercisable only for the
period that the related Option is exercisable. Upon the exercise of all or a
portion of Tandem Stock Appreciation Rights, the related Option shall be
canceled with respect to an equal number of shares of Common Stock. Shares of
Common Stock subject to Options, or portions thereof, surrendered upon exercise
of Tandem Stock Appreciation Rights shall not be available for subsequent awards
under the Plan. Nontandem Stock Appreciation Rights shall be exercisable during
such period as the Administrator shall determine.

                                       9
<PAGE>

(c) Tandem Stock Appreciation Rights shall entitle the applicable Participant to
surrender to the Company unexercised the related Option, or any portion thereof,
and, subject to Section 14(f) to receive from the Company in exchange therefor
that number of shares of Common Stock having an aggregate Fair Market Value
equal to (A) the excess of (i) the Fair Market Value of one (1) share of Common
Stock as of the date the Tandem Stock Appreciation Rights are exercised over
(ii) the Option exercise price per share specified in such Option, multiplied by
(B) the number of shares of Common Stock subject to the Option, or portion
thereof, which is surrendered. In addition, the Optionee shall be entitled to
receive an amount equal to any credit against the Option exercise price which
would have been allowed had the Option, or portion thereof, been exercised. Cash
shall be delivered in lieu of any fractional shares.

(d) The exercise of Nontandem Stock Appreciation Rights shall, subject to
Section 14(f), entitle the recipient to receive from the Company that number of
shares of Common Stock having an aggregate Fair Market Value equal to (A) the
excess of (i) the Fair Market Value of one (1) share of Common Stock as of the
date on which the Nontandem Stock Appreciation Rights are exercised over (ii)
the base price of the shares covered by the Nontandem Stock Appreciation Rights,
multiplied by (B) the number of shares of Common Stock covered by the Nontandem
Stock Appreciation Rights, or the portion thereof, being exercised. Cash shall
be delivered in lieu of any fractional shares.

(e) As soon as is reasonably practicable after the exercise of any Stock
Appreciation Rights, the Company shall (i) issue, in the name of the recipient,
stock certificates representing the total number of full shares of Common Stock
to which the recipient is entitled pursuant to Section 14(c) and Section 14(d)
and cash in an amount equal to the Fair Market Value, as of the date of
exercise, of any resulting fractional shares, or (ii) if the Administrator
causes the Company to elect to settle all or part of its obligations arising out
of the exercise of the Stock Appreciation Rights in cash pursuant to Section
14(f), deliver to the recipient an amount in cash equal to the Fair Market
Value, as of the date of exercise, of the shares of Common Stock it would
otherwise be obligated to deliver.

(f) The Administrator, in its discretion, may cause the Company to settle all or
any part of its obligation arising out of the exercise of Stock Appreciation
Rights by the payment of cash in lieu of all or part of the shares of Common
Stock it would otherwise be obligated to deliver in an amount equal to the Fair
Market Value of such shares on the date of exercise.

15. Non-Transferability. Unless determined otherwise by the Administrator, an
Option, Stock Appreciation Right, Stock Purchase Right and Stock Award (until
such time as all restrictions lapse) may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and, in the case of an Option, Stock
Appreciation Right or Stock Purchase Right, may be exercised, during the
lifetime of a Participant, only by the Participant. If the Administrator makes
an Award transferable, such Award shall contain such additional terms and
conditions as the Administrator deems appropriate. Notwithstanding the
foregoing, the Administrator, in its sole discretion, may provide in the Option
Agreement regarding a given Option that the Optionee may transfer, without
consideration for the transfer, his or her Nonstatutory Stock Options to members
of his or her immediate family, to trusts for the benefit of such family
members, or to partnerships in which such family members are the only partners,
provided that the transferee agrees in writing with the Company to be bound by
all of the terms and conditions of this Plan and the applicable Option. During
the period when Shares subject to Stock Purchase Agreements and Stock Award
Shares are restricted (by virtue of vesting schedules or otherwise), such Shares
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution.

16. Adjustments Upon Changes in Capitalization; Dissolution; Change in Control
and Other Events.

(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Shares of Common Stock covered by
each outstanding Option, Stock Purchase Right, Stock Award Agreement and Stock
Appreciation Right and the number of Shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, Stock Purchase Right, Stock Award Agreement or Stock Appreciation
Right, as well as the price per share of Common Stock covered by each such
outstanding Option, Stock Purchase Right or Stock Appreciation Right, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other

                                       10
<PAGE>

increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Administrator, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of Shares of Common Stock subject
to an Award hereunder.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each holder of an
Award as soon as practicable prior to the effective date of such proposed
dissolution or liquidation. The Administrator in its discretion may provide for
an Optionee to have the right to exercise his or her Option or Stock
Appreciation Right and for a holder of a Stock Purchase Right to exercise his or
her Stock Purchase Right until ten (10) days prior to such transaction as to all
of the Shares covered thereby, including Shares as to which an applicable Option
or Stock Appreciation Right would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of a Stock Purchase Right or any restrictions as
to any Stock Award shall lapse as to all such Shares covered thereby, provided
the proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously exercised, an
Option, Stock Purchase Right or Stock Appreciation Right will terminate
immediately prior to the consummation of such proposed action.

(c) Exercisability and Vesting Upon a Change in Control Event. Notwithstanding
any provision of this Plan other than Section 16(d), in the event that a "Change
in Control Event" occurs, all Options, Stock Appreciation Rights, Stock Purchase
Stock and Restricted Stock granted hereunder which are held by Employees or
Consultants as of the occurrence of such a Change in Control Event shall become
fully exercisable or vested immediately and automatically upon the occurrence of
such a Change in Control Event, except that in the case of Restricted Stock that
is subject to a performance restriction based on the Fair Market Value of the
Company's Common Stock, the Company's repurchase rights applicable to such
Restricted Stock shall lapse with respect to a Change in Control Event only if
and to the extent that the per-share purchase price paid or deemed paid by the
Acquirer (defined below) would suffice to fulfill such performance restriction;
the balance of the Restricted Stock (or cash paid by the Acquirer for such
shares) shall cease to be subject to any further repurchase rights by the
Acquirer ratably and monthly over the period of time (but not greater than 36
months) that the Acquirer contracts for the Services of the Employee or
Consultant who beneficially holds the Restricted Stock, and if the Acquirer does
not engage the Services of the Employee, the unvested shares of Restricted Stock
shall vest as of the Change in Control Event. For purposes of this Plan, the
term "Change in Control Event" shall mean any of the following events:

(i) the acquisition by any one person, or more than one person acting as a group
(within the meaning of Rule 13d-3), of ownership of stock of the Company
possessing more than 50% of the total voting power of the capital stock of the
Company (the "Acquirer"); or

(ii) (a) any consolidation or merger of the Company, in which the holders of
voting stock of the Company immediately before the consolidation or merger will
not own 50% or more of the voting shares of the continuing or surviving
corporation (or if the transaction is structured as merger or consolidation of
subsidiaries, 50% or more of the continuing or surviving parent corporation)
immediately after such consolidation or merger, or (b) any sale, lease, exchange
or other transfer (in one transaction or series of related transactions) of all
or substantially all of the assets of the Company (any transaction contemplated
by this clause (ii) being referred to herein as a "Sale of the Company"), where
in subparagraph "a" the dominant holders of voting stock shall be regarded as an
Acquirer and in subparagraph "b" the transferee shall be regarded as an
Acquirer.

(d) Assumption of Options and Awards. In the event of a Sale of the Company,
each outstanding Option and Stock Appreciation Right, as modified pursuant to
Section 16(c), shall be assumed or an equivalent option or right substituted by
the successor corporation or a parent or subsidiary of the successor
corporation. In the event that the Administrator determines that, at least
thirty days prior to the scheduled consummation of such Sale of the Company, the
successor corporation or a parent or a subsidiary of the successor corporation
has refused to assume each outstanding Option and Stock Appreciation Right, as
modified pursuant to Section 16(c), or substitute an equivalent option or stock
appreciation right for each outstanding Option and Stock Appreciation Right, as
modified pursuant to Section 16(c), then the Administrator shall notify all
holders of outstanding Options and Stock Appreciation Rights that all
outstanding Options and Stock Appreciation Rights shall be fully exercisable for

                                       11
<PAGE>

a period of twenty (20) days from the date of such notice and that any Options
and Stock Appreciation Rights that are not exercised within such period shall
terminate upon consummation of such Sale of the Company.

17. Substitute Options. In the event that the Company, directly or indirectly,
acquires another entity, the Board may authorize the issuance of stock options
("Substitute Options") to the individuals performing services for the acquired
entity in substitution of stock options previously granted to those individuals
in connection with their performance of services for such entity upon such terms
and conditions as the Board shall determine, taking into account the conditions
of Code Section 424(a), as from time to time amended or superceded, in the case
of a Substitute Option that is intended to be an Incentive Stock Option. Shares
of capital stock underlying Substitute Stock Options shall not constitute Shares
issued pursuant to this Plan for any purpose.

18. Date of Grant. The date of grant of an Option, Stock Purchase Right, Stock
Award, Stock Appreciation Right or Unrestricted Share shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, Stock Purchase Right, Stock Award, Stock Appreciation Right or
Unrestricted Share, or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each grantee
within a reasonable time after the date of such grant.

19. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend
or terminate the Plan.

(b) Shareholder Approval. The Company shall obtain shareholder approval of any
Plan amendment to the extent necessary to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Participant with respect
to an outstanding Award, unless mutually agreed otherwise between the
Participant and the Administrator, which agreement shall be in writing and
signed by the Participant and the Company. Termination of the Plan shall not
affect the Administrator's ability to exercise the powers granted to it
hereunder with respect to Awards granted under the Plan prior to the date of
such termination.

20. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued in connection with the grant of
any Stock Award or Unrestricted Share or the exercise of any Option, Stock
Appreciation Right or Stock Purchase Right unless such grant or the exercise of
such Option, Stock Appreciation Right or Stock Purchase Right and the issuance
and delivery of such Shares shall comply with Applicable Laws.

(b) Investment Representations. As a condition to the grant of any Award or the
exercise of any Option, Stock Appreciation Right or Stock Purchase Right, the
Company may require the person receiving such Award or exercising such Option,
Stock Appreciation Right or Stock Purchase Right to represent and warrant at the
time of any such exercise or grant that the applicable Shares are being acquired
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

(c) Additional Conditions. The Administrator shall have the authority to
condition the grant of any Award or rights in such other manner that the
Administrator determines to be appropriate, provided that such condition is not
inconsistent with the terms of the Plan. Such conditions may include, among
other things, obligations of recipients to execute lock-up agreements and
shareholder agreements in the future. The Administrator may implement such
measures as the Administrator deems appropriate to determine whether Shares
acquired as a result of the exercise of an Incentive Stock Option have been the
subject of a "disqualifying disposition" for federal income tax purposes,
including requiring the Optionee to hold such Shares in his or her own name and
requiring that the Optionee notify the Administrator of any such "disqualifying
disposition."

                                       12
<PAGE>

(d) Trading Policy Restrictions. Option, Stock Appreciation Right and Stock
Purchase Right exercises and other Awards under the Plan shall be subject to the
terms and conditions of any insider trading policy established by the Company or
the Administrator.

21. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction over the Company, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

22. Reservation of Shares. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

23. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted by the Board. Such shareholder approval shall be obtained in the manner
and to the degree required under Applicable Laws.

24. Withholding; Notice of Sale. The Company shall be entitled to withhold from
any amounts payable to an Employee any amounts which the Company determines, in
its discretion, are required to be withheld under any Applicable Law as a result
of any action taken by a holder of an Award.

25. Governing Law. This Plan shall be governed by the laws of the State of
Nevada, without regard to conflict of law principles.

26. Indemnification. Each director of the Company ("Indemnified Party") shall be
indemnified by the Company against all costs and reasonable expenses, including
reasonable attorneys' fees, incurred by him in connection with any action, suit,
or proceeding, or in connection with any appeal therefrom, to which he may be a
party by reason of any action taken or failure to act under or in connection
with this Plan or any award granted hereunder, and against all amounts paid by
such Indemnified Party in settlement thereof (provided such settlement is
approved in advance by legal counsel selected by the Company) or paid by such
Indemnified Party in satisfaction of a judgment in any such action, suit, or
proceeding; provided, however, that, within sixty (60) days after institution of
such action, suit, or proceeding, such Indemnified Party shall in writing offer
the Company the opportunity, at its own expense, to defend the same; and
provided, further, however, that anything contained in this Plan to the contrary
notwithstanding, there shall be no indemnification of an Indemnified Party who
is finally adjudged by a court of competent jurisdiction to be guilty of, or
liable for, willful misconduct, gross neglect of duty, or criminal actions in
connection with this Plan or any award granted hereunder. The foregoing rights
of indemnification shall be in addition to any other rights of indemnification
that an Indemnified Party may have as a Director or officer of the Company.

Dated this ____ day of ___________, 2009.

PROPALMS, INC.

By: /s/ Owen Dukes
    -------------------------
    Owen Dukes, CEO


                                       13