Online Disruptive Technologies, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





NE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT (THE "1933
ACT"), PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.

STOCK OPTION AGREEMENT
 (U.S. Persons) 

This AGREEMENT is entered into as of the <> day of <>,
2012 (the “Date of Grant”). 

BETWEEN: 

Online Disruptive Technologies,
Inc.
3120 S. Durango Dr. Suite 305,
Las Vegas, Nevada 89117 

(the “Company”) 

AND: 

<>, a businessperson with an
address at <> 

(the “Optionee”) 

WHEREAS: 

A.        The Company wishes
to grant stock options to purchase a total of <> Optioned Shares (as
defined herein) to the Optionee. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows: 

	1. 	
      DEFINITIONS

	 	 	 
	1.1 	
      In this Agreement, the following terms shall have the
      following meanings:

	 	 	 
		(a) 	
      “Common Stock” means the shares of common stock of
      the Company;

	 	 	 
		(b) 	
      “Exercise Price” means
  $0.01/share;

	 	 	 
		(c) 	
      “Expiry Date” means ten (10) years following the
      Date of Grant;

	 	 	 
		(d) 	
      “Notice of Exercise” means a notice in writing
      addressed to the Company at its address first recited hereto (or such
      other address of which the Company may from time to time notify the
      Optionee in writing), substantially in the form attached as Schedule “A”
      hereto including Appendix “A”, which notice shall specify therein the
      number of Optioned Shares in respect of which the Options are being
      exercised;







2 

	 	(e) 	
      “Options” means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 2.1 of this
      Agreement;

	 	 	 
	 	(f) 	
      “Optioned Shares” means the shares of Common Stock
      that are issued pursuant to the exercise of the Options;

	 	 	 
	 	(g) 	
      “Securities” means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(h) 	
      “Shareholders” means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(i) 	
      “U.S. Person” shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States;
and




	2. 	
      THE OPTIONS

	 	 
	2.1 	
      The Company hereby grants to the Optionee, on the terms
      and conditions set out in this Agreement, Options to purchase a total of
      <> Optioned Shares at the Exercise Price. The Options may be
      exercised immediately.

	 	 
	2.2 	
      The Options shall, at 5:00 p.m. (Pacific time) on the
      Expiry Date, expire and be of no further force or effect
  whatsoever.

	 	 
	2.3 	
      The Company shall not be obligated to cause the issuance,
      transfer or delivery of a certificate or certificates representing
      Optioned Shares to the Optionee, until provision has been made by the
      Optionee, to the satisfaction of the Company, for the payment of the
      aggregate Exercise Price for all Optioned Shares for which the Options
      shall have been exercised, and for satisfaction of any tax withholding
      obligations associated with such exercise.

	 	 
	2.4 	
      The Optionee shall have no rights whatsoever as a
      shareholder in respect of any of the Optioned Shares (including any right
      to receive dividends or other distribution therefrom or thereon) except in
      respect of which the Options have been properly exercised in accordance
      with the terms of this Agreement.

	 	 
	2.5 	
      Subject to the provisions of this Agreement and subject
      to compliance with any applicable securities laws, the Options shall be
      exercisable, in full or in part, until termination; provided, however,
      that if the Optionee is subject to the reporting and liability provisions
      of Section 16 of the Securities Exchange Act of 1934 with respect
      to the Common Stock, the Optionee shall be precluded from selling,
      transferring or otherwise disposing of any Common Stock underlying any of
      the Options during the six months immediately following the grant of the
      Options. If less than all of the shares of any Options are purchased, the
      remainder may be purchased at any subsequent time prior to the Expiry
      Date. Only whole shares may be issued pursuant to the exercise of any
      Options, and to the extent that any Option covers less than one share, it
      is not exercisable.

	 	 
	2.6 	
      Each exercise of the Options shall be by means of
      delivery of a Notice of Exercise (in the form attached hereto as Schedule
      “A” including Appendix “A”) to the President of the Company at its
      principal executive office, specifying the number of Optioned Shares to be
      purchased and accompanied by payment in cash by certified check or
      cashier’s check in the amount of the full Exercise Price for the Common
      Stock to be purchased.

	 	 
	2.7 	
      It is a condition precedent to the issuance of Optioned
      Shares that the Optionee execute and/or deliver to the Company all
      documents and withholding taxes required in accordance with applicable
      laws.

	 	 
	2.8 	
      Nothing in this Agreement shall obligate the Optionee to
      purchase any Optioned Shares except those Optioned Shares in respect of
      which the Optionee shall have exercised the Options in the manner provided
      in this Agreement.







3 

	2.9 	
      Appropriate and proportional adjustments in the exercise
      price of the Options and in the number of Options granted or to be granted
      may be made by the Board of Directors in its discretion to give effect to
      adjustments in the number of common shares of the Company resulting from
      subdivisions, consolidations or reclassification of the common shares of
      the Company, the payment of stock dividends by the Company or other
      relevant changes in the capital of the Company.

	 	 
	2.10 	
      By accepting the Options, the Optionee represents and
      agrees that none of the Optioned Shares purchased upon exercise of the
      Options will be distributed in violation of applicable federal and state
      laws and regulations. The Optionee further represents and agrees to
      provide the Company with any other document reasonably requested by the
      Company or the Company’s Counsel.

	 	 
	2.11 	
      The Options are not transferable or assignable.

	 	 
	3. 	
      TERMINATION OF OPTIONS

	 	 
	3.1 	
      Termination of Employment. Options shall
      terminate, to the extent not previously exercised, upon the occurrence of
      the first of the following events:




	 	(a) 	
      Expiration. Ten (10) years from the Date of
      Grant.

	 	 	 
	 	(b) 	
      Termination for Cause. 90 days after the date that
      the Optionee’s employment or contractual relationship with the Company or
      any related company is terminated for cause (as reasonably determined by
      the Company).

	 	 	 
	 	(c) 	
      Termination Due to Death or Disability. The
      expiration of five years from the date of the death of the Optionee or
      cessation of an Optionee’s employment or contractual relationship by
      reason of disability. If an Optionee’s employment or contractual
      relationship is terminated by death, any Option held by the Optionee shall
      be exercisable only by the person or persons to whom such Optionee’s
      rights under such Option shall pass by the Optionee’s will or by the
      applicable laws of descent and distribution.

	 	 	 
	 	(d) 	
      Termination for Any Other Reason. The expiration
      of five years from the date of an Optionee’s termination of employment or
      contractual relationship with the Company for any reason whatsoever other
      than cause, death or disability.




	4. 	
      DOCUMENTS REQUIRED FROM OPTIONEE

	 	 
	4.1 	
      The Optionee must complete, sign and return an executed
      copy of this Agreement to the Company.

	 	 
	4.2 	
      The Optionee shall complete, sign and return to the
      Company as soon as possible, on request by the Company, any documents,
      questionnaires, notices and undertakings as may be required by regulatory
      authorities, and applicable law.

	 	 
	5. 	
      ACKNOWLEDGEMENTS OF THE
OPTIONEE



The Optionee acknowledges and agrees that: 

	 	(a) 	
      none of the Options or the Optioned Shares have been
      registered under the 1933 Act or under any state securities or “blue sky”
      laws of any state of the United States, and, unless so registered, may not
      be offered or sold in the United States or, directly or indirectly, to
      U.S. Persons, except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with applicable state securities
laws;







4 

	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(c) 	
      the Optionee has received and carefully read this
      Agreement and the public information which has been filed with the
      Securities and Exchange Commission (the “SEC”) in compliance or intended
      compliance with applicable securities legislation (collectively, the
      “Company Information”);

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of the Company
      Information (the receipt of which is hereby acknowledged);

	 	 	 
	 	(e) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(f) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(g) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(h) 	
      the Optionee and the Optionee’s advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company in connection with the distribution of
      the Securities hereunder, and to obtain additional information, to the
      extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information about the
    Company;

	 	 	 
	 	(i) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Optionee during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Optionee, the Optionee’s attorney
      and/or advisor(s) (if applicable);

	 	 	 
	 	(j) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Optionee contained in
      this Agreement;

	 	 	 
	 	(k) 	
      the Optionee will indemnify and hold harmless the Company
      and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Optionee contained herein or in any document furnished by the Optionee
      to the Company in connection herewith being untrue in any material respect
      or any breach or failure by the Optionee to comply with any covenant or
      agreement made by the Optionee to the Company in connection
    therewith;

	 	 	 
	 	(l) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system; except that currently
      certain market makers make market in the Common Stock on the OTC Bulletin
      Board;

	 	 	 
	 	(m) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in accordance with applicable state and provincial
      securities laws;







5 

	 	(n) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Securities, although in technical compliance,
      would not be available if the offering is part of a plan or scheme to
      evade the registration provisions of the 1933 Act or any applicable state
      and provincial securities laws;

	 	 	 	 
	 	(o) 	
      the Optionee has been advised to consult the Optionee’s
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Optionee is resident in connection with the distribution of the Securities
      hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions; and

	 	 	 	 
	 	(p) 	
      this Agreement is not enforceable by the Optionee unless
      it has been accepted by the Company.



6.         
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE 

The Optionee hereby represents and warrants to and covenants
with the Company (which representations, warranties and covenants shall survive
the closing) that: 

	 	(a) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;

	 	 	 
	 	(b) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee in accordance with its terms;

	 	 	 
	 	(c) 	
      the Optionee is resident in the jurisdiction set out on
      page 1 of this Agreement;

	 	 	 
	 	(d) 	
      the Optionee is not an underwriter of, or dealer in, the
      Common Stock, nor is the Optionee participating, pursuant to a contractual
      agreement or otherwise, in the distribution of the Securities;

	 	 	 
	 	(e) 	
      the Optionee (i) has adequate net worth and means of
      providing for his/her/its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(f) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment, and the Optionee has carefully read and considered the
      matters set forth under the caption “Risk Factors” appearing in the
      Company’s various disclosure documents, filed with the SEC;

	 	 	 
	 	(g) 	
      the Optionee has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the
    Company;

	 	 	 
	 	(h) 	
      the Optionee understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Optionee shall promptly
      notify the Company;

	 	 	 
	 	(i) 	
      the Optionee has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors
  and agrees that the Company will not be responsible in anyway
      whatsoever for the Optionee’s decision to invest in the Securities and the
  Company;







6 

	 	(j) 	
      the Optionee is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

	 	 	 	 
	 	(k) 	
      no person has made to the Optionee any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      and

	 	 	 	 
	 	(l) 	
      if the Optionee is a consultant of the Company, the
      Optionee has entered into a written consulting agreement with the Company
      or a related entity of the Company and spends or will spend a significant
      amount of time and attention on the affairs and business of the Company or
      such related entity.



7.     
     ACKNOWLEDGEMENT 

The Optionee has acknowledged that the decision to purchase the
Securities was solely made on the basis of publicly available information
contained in the Company Information. 

8.         
LEGENDING OF SUBJECT SECURITIES 

	8.1 	
      The Optionee hereby consents to the placement of a legend
      on any certificate or the Optionee consents to the placement of a legend
      on any certificate or other document evidencing any of the Optioned Shares
      to the effect that such Optioned Shares have not been registered under the
      1933 Act, any state securities or “blue sky” laws, or under the prospectus
      and registration requirements of any applicable Canadian securities laws,
      and setting forth or referring to the restrictions on transferability and
      sale thereof contained in this Agreement, such legend to be substantially
      as follows:




  
    
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
        UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
        REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
        UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE
        WITH THE PROVISIONS OF REGULATION S UNDER THE UNITED STATES SECURITIES
        ACT (THE "1933 ACT"), PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
        UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
        A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933
        ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
        LAWS. 

    

  



	8.2 	
      The Optionee hereby agrees to the Company making a
      notation on its records or giving instructions to the registrar and
      transfer agent of the Company in order to implement the restrictions on
      transfer set forth and described in this
Agreement.







7 

	9. 	
      GENERAL RESALE RESTRICTIONS

	 	 
	9.1 	
      The Optionee acknowledges that any resale of any of the
      Optioned Shares will be subject to resale restrictions contained in the
      securities legislation applicable to the Optionee or proposed transferee.
      The Optionee acknowledges that none of the Optioned Shares have been
      registered under the 1933 Act or the securities laws of any state of the
      United States. The Optioned Shares may not be offered or sold in the
      United States unless registered in accordance with federal securities laws
      and all applicable state securities laws or exemptions from such
      registration requirements are available.

	 	 
	9.2 	
      The Optionee acknowledges and agrees that the Optionee is
      solely responsible (and the Company is not in any way responsible) for
      compliance with applicable resale restrictions.

	 	 
	10. 	
      NO EMPLOYMENT RELATIONSHIP



The grant of an Option shall in no way constitute any form of
agreement or understanding binding on the Company or any related company,
express or implied, that the Company or any related company will employ or
contract with an Optionee, for any length of time, nor shall it interfere in any
way with the Company’s or, where applicable, a related company’s right to
terminate Optionee’s employment at any time, which right is hereby reserved.


11.       
GOVERNING LAW 

This Agreement is governed by the laws of the State of Nevada.


12.       
COSTS 

The Optionee acknowledges and agrees that all costs and
expenses incurred by the Optionee (including any fees and disbursements of any
special counsel retained by the Optionee) relating to the acquisition of the
Securities shall be borne by the Optionee. 

13.       
SURVIVAL 

This Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the shares underlying the
Options by the Optionee pursuant hereto. 

14.       
ASSIGNMENT 

This Agreement is not transferable or assignable. 

15.       
CURRENCY 

Unless explicitly stated otherwise, all funds in this Agreement
are stated in United States dollars. 

16.       
SEVERABILITY 

The invalidity or unenforceability of any particular provision
of this Agreement shall not affect or limit the validity or enforceability of
the remaining provisions of this Agreement. 

17.       
COUNTERPARTS AND ELECTRONIC MEANS 

This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date first above written. 




8 

18.       
ENTIRE AGREEMENT 

This Agreement is the only agreement between the Optionee and
the Company with respect to the Options, and this Agreement, supersede all prior
and contemporaneous oral and written statements and representations and contain
the entire agreement between the parties with respect to the Options. 

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

ONLINE DISRUPTIVE TECHNOLOGIES, INC. 

	Per: 	  	 
	 	Authorized Signatory 	 



	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	  
	  	) 	 
    
	Name 	) 	<> 
	  	) 	  
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  






SCHEDULE “A” 
NOTICE OF EXERCISE 

	TO: 	Online Disruptive Technologies Inc. 
	  	3120 S. Durango Dr. Suite 305, 
	 	Las Vegas, Nevada 89117 


This Notice of Exercise shall constitute a proper Notice of
Exercise pursuant to Section 2.6 of the Stock Option Agreement dated as of
____________________(the “Agreement”), between Online Disruptive Technologies
Inc. (the “Company”) and the undersigned. The undersigned has provided an
executed copy of Appendix “A” with this Notice of Exercise and any other
documents requested by the Company to satisfy that there is a valid exemption
for the issuance of the shares. The undersigned hereby elects to exercise
Optionee’s option to purchase ____________________shares of the common stock of
the Company at a price of US $0.01 per share, for aggregate consideration of US
$____________, on the terms and conditions set forth in the Agreement. Such
aggregate consideration, in the form specified in Section 2.6 of the Agreement,
accompanies this notice. 

The Optionee represents and warrants to the Company that all
representations and warranties set out in the Agreement are true as of the date
of the exercise of the Options under the Agreement. 

Please deliver a share certificate in respect of the Optioned
Shares referred to in the Stock Option and Subscription Agreement surrendered
herewith but not presently subscribed for, to the Optionee.

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows: 

	   Registration Information: 	 	Delivery Instructions: 
	 	 	 
	 	 	 
	   Name to
      appear on certificates 	 	Name
  
	 	 	 
	 	 	 
	   Address
    	 	Address
    
	 	 	 
	 	 	 
	   City,
      State, and Zip Code 	 	 
    
	 	 	 
	 	 	 
	  	 	Telephone Number 


DATED at _____________________________, the _______day
of______________, _______. 

	 	X 
	 	Signature 
	 	 
	 	 
	 	(Name and, if applicable, Office) 
	 	 
	 	 
	 	(Address) 
	 	 
	 	 
	 	(City, State, and Zip Code) 
	 	 
	 	 
	 	Fax Number or E-mail Address 
	 	 
	 	 
	 	SIN, SSN or Other Tax Identification Number
  






- 2 - 

EXHIBIT B 

ACCREDITED INVESTOR QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Stock Option and Subscription Agreement.


The Optionee covenants, represents and warrants to the Company
that it satisfies one or more of the categories of “Accredited Investors”, as
defined by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of an “Accredited
Investor” which the Optionee satisfies) 

	 	_______	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Units, with total assets in excess of US $5,000,000;
    

	 	 	  	
       

	 	_______	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000 , calculated by (i) not including the person’s primary
      residence as an asset; (ii) not including indebtedness that is secured by
      the person’s primary residence, up to the estimated fair market value of
      the primary residence at the time of the sale of the shares as a liability
      (except that if the amount of such indebtedness outstanding at the time of
      the sale of shares exceeds the amount outstanding 60 days before such
      time, other than as a result of the acquisition of the primary residence,
      the amount of such excess shall be included as a liability); and (iii)
      including indebtedness that is secured by the person’s primary residence
      in excess of the estimated fair market value of the primary residence at
      the time of the sale of the shares as a liability; 

	 	 	  	
       

	 	_______	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; 

	 	 	  	
       

	 	_______	Category 4 	
      A director or executive officer of the Company;


	 	 	  	
       

	 	_______	Category 5 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act; 

	 	 	  	
       

	 	_______	Category 6 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories;




The Optionee hereby certifies that the information contained in
this Questionnaire is complete and accurate and the Optionee will notify the
Company promptly of any change in any such information. 




- 3 - 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______day of __________________, 20__. 

	 	If an Individual: 
	 	 
	 	 
	 	Signature 
	 	 
	 	 
	 	Print or Type Name 
	 	 
	 	 
	 	Social Security/Tax I.D. No.