BAETA
CORP.

    


    NON-QUALIFIED
STOCK OPTION AGREEMENT

    UNDER
THE 2009 STOCK OPTION PLAN

    


    THIS AGREEMENT is made as of February 26, 2009, between
BAETA CORP., a New Jersey corporation (the “Company”), and Jeff Burkland (the
“Optionee”).

    


    THE
PARTIES AGREE AS FOLLOWS:

    


    1.           Option
Grant.          The
Company hereby grants to the Optionee an option (the “Option”) to purchase the
number of shares of the Company’s common stock (the “Shares”), for an exercise
price per share (the “Option Price”) and based upon a Grant Date, all as set
forth below:

    


    Shares under
option:               100,000

    


    Option Price per
Share:          $0.50

    


    Grant
Date:                               March
1, 2009

    


    Vesting:  Your option
shall vest according to the following schedule, provided you continue your
relationship with the Company or a related corporation.

     

    
      
        
          	
                  
                    Period
      of Your Continuous 

                    Relationship
      With the Company or a 

                    Related
      Corporation From the Date 

                    Option
      is Granted

                  

                	 	
                  
                    Portion
      of Total Option 

                    Which
      is Exercisable

                  

                	 
	
                  After
      March 31, 2009

                	 	 	
                  16,667

                	 
	
                  After
      April 30, 2009

                	 	 	
                  16,667

                	 
	
                  After
      May 31, 2009

                	 	 	
                  16,667

                	 
	
                  After
      June 30, 2009

                	 	 	
                  16,667

                	 
	
                  After
      July 31, 2009

                	 	 	
                  16,666

                	 
	
                  After
      August 31, 2009

                	 	 	
                  16,666

                	 


        

      

    

    


    Exercise:  The vested
portion of the option may be exercised, in whole or in part, but not as to any
fractional shares, during the term of the option.  During your
lifetime only you can exercise the option.  The Plan also provides for
exercise of the option by the personal representative of your estate or the
beneficiary thereof following your death.

    


    The
Option will be subject to all of the terms and conditions set forth herein and
in the Company’s 2009 Stock Option Plan (the “Option Plan”), a copy of which is
attached hereto and incorporated by reference.  The Option granted
hereunder will be a nonstatutory or nonqualified option for tax
purposes.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    2.           Stockholder
Rights.    No
rights or privileges of a stockholder in the Company are conferred by reason of
the granting of the Option.  Optionee will not become a stockholder in
the Company with respect to the Shares unless and until the Option has been
properly exercised and the Option Price fully paid as to the portion of the
Option exercised.

    


    3.           Termination.   Subject
to earlier termination as provided in the Option Plan, this Option will expire,
unless previously exercised in full, on February 28, 2019.

    


    4.           Terms of
the Option Plan.     The
Optionee understands that the Option Plan includes important terms and
conditions that apply to this Option.  Those terms include (without
limitation):  important conditions to the right of the Optionee to
exercise the Option; important restrictions on the ability of the Optionee to
transfer the Option or to transfer Shares received upon exercise of the Option;
and early termination of the Option following the occurrence of certain events,
including the Optionee no longer being an employee, director, consultant or
independent contractor to or of the Company or its
subsidiaries.  The
Optionee acknowledges that he or she has read the Option Plan, agrees to be
bound by its terms, and makes each of the representations required to be made by
the Optionee under it.

    


    5.           Method of
Exercise.    The
Option shall be exercised by written notice in the form of Exhibit A hereto,
directed to the Company at the Company’s address set forth above, duly executed
by the Optionee, specifying the number of shares being purchased and accompanied
by cash or check payable to the order of the Company in full payment of the
Purchase Price for the number of Shares being purchased.

    


    6.           Miscellaneous.             This
Agreement (together with the Option Plan) sets forth the complete agreement of
the parties concerning the subject matter hereof, superseding all prior
agreements, negotiations and understandings. This Agreement will be governed by
the substantive law of the State of New Jersey, and may be executed in
counterparts.

    


    The
parties hereby have entered into this Agreement as of the date set forth
above.

    


    
      
        
          
            
              	
                      BAETA
      CORP.

                    	 
      	
                      “Optionee”

                    
	 
      	 
      	 
      
	
                      /s/ Dr. Alexander Gak –
      President

                    	 
      	
                      /s/ Jeff Burkland

                    
	 
      	 
      	 
      
	
                      By:

                    	 
      	 
      	
                       

                    
	
                      Title:

                    	 
      	 
      	
                      Name:

                    	
                       

                    
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	 
      	 
      	
                      Address:

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


            

          

        

      

    

    Attachments:        (1)
Spousal Consent

    (2) 2009 Stock Option
Plan


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    SPOUSAL
CONSENT

    


    The undersigned is the spouse of the
Optionee referred to in the attached Non-Statutory Stock Option Agreement (the
“Agreement”).  The undersigned acknowledges that he or
she:

    


    
      	
               
      

            	
              (1)

            	
              has
      received, reviewed and understands the terms of the Agreement (including
      its attachments);

            


    

    


    
      	
               
      

            	
              (2)

            	
              consents
      to the Agreement, and agrees to be bound by its terms to the extent that
      he or she now has or may obtain any interest in the Option or Shares
      covered by the Agreement; and

            


    

    


    
      	
               
      

            	
              (3)

            	
              understands
      that the Company is relying upon this consent in entering into the
      Agreement and in not taking further steps to protect its
      interests.

            


    

    


    
      
        
          
            	
                    Date

                  	 
      	
                    Signature

                  	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	
                    Name:

                  	 
      	 


          

        

      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    


    NON-QUALIFIED
STOCK OPTION AGREEMENT

    UNDER
THE 2009 STOCK OPTION PLAN

    


    Date:______________________

    


    BAETA
CORP.

    


    Ladies
and Gentlemen:

    


    I hereby
elect to purchase _______________ shares of the Common Stock, $_____ par value
per share, of BAETA CORP. (the “Company”) under the option granted to me
pursuant to the Non-Qualified Stock Option Agreement, dated as of
_______________, 200___, under the Company’s 2009 Stock Option
Plan.

    


    Enclosed
is [cash] [a check] in the amount of $______________.___ [__________] shares of
the Company’s Common Stock in full payment of the shares being purchased
($_______________ per share x _____________ shares).

    


    Please
deliver certificates representing the shares being purchased to me
at:

    


    _____________________________

    


    _____________________________

    


    _____________________________

    


    I hereby
acknowledge that I have been informed as follows:

    


    1.           The
shares of common stock of the Company to be issued to me pursuant to the
exercise of said option have not been registered under the Securities Act of
1933, as amended (the “1933 Act”), and accordingly, must be held indefinitely
unless such shares are subsequently registered under the 1933 Act, or an
exemption from such registration is available.

    


    2.           Routine
sales of securities made in reliance upon Rule 144, if applicable, under the
1933 Act can be made only after the holding period and in limited amounts in
accordance with the terms and conditions provided by that Rule, and in any sale
to which that Rule is not applicable, registration or compliance with some other
exemption under the 1933 Act will be required.

    


    3.           The
Company is under no obligation to me to register the shares or to comply with
any such exemptions under the 1933 Act.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    4.           The
availability of Rule 144, if applicable, is dependent upon adequate current
public information with respect to the Company being available and, at the time
that I may desire to make a sale pursuant to the Rule, the Company may neither
wish nor be able to comply with such requirement.


    In
consideration of the issuance of certificates for the shares to me, I hereby
represent and warrant that I am acquiring such shares for my own account for
investment, and that I will not sell, pledge, transfer or otherwise dispose of
such shares in the absence of an effective registration statement covering the
same, except as permitted by the provisions of Rule 144, if applicable, or some
other applicable exemption under the 1933 Act. In view of this representation
and warranty, I agree that there may be affixed to the certificates for the
shares to be issued to me, and to all certificates issued hereafter representing
such shares (until in the opinion of counsel, which opinion must be reasonably
satisfactory in form and substance to counsel for the Company, it is no longer
necessary or required) a legend as follows:

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN BY THE ISSUEE FOR HIS OR
HER OWN ACCOUNT AND NOT WITH A VIEW TO THEIR DISTRIBUTION.  SAID
SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS (A) THEY HAVE BEEN REGISTERED
UNDER SAID ACT, OR (B) THE TRANSFER AGENT (OR THE COMPANY, IF IT IS THEN ACTING
AS ITS OWN TRANSFER AGENT) IS PRESENTED WITH EITHER A WRITTEN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY OR A “NO-ACTION” LETTER OF THE SECURITIES AND
EXCHANGE COMMISSION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE CIRCUMSTANCES OF SUCH SALE OR TRANSFER.

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOLUNTARILY OR
INVOLUNTARILY SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, ENCUMBERED OR
DISPOSED OF, EXCEPT UNDER LIMITED CIRCUMSTANCES, AND SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND RIGHTS OF FIRST REFUSAL. THESE RESTRICTIONS AND
RIGHTS OF FIRST REFUSAL ARE SET FORTH IN FULL IN THE 2009 STOCK OPTION PLAN AND
IN A STOCK OPTION AGREEMENT (INCLUDING ATTACHMENTS), COPIES OF WHICH ARE ON FILE
AT THE PRINCIPAL OFFICE OF THE COMPANY.

    


    I further
agree that the Company may place a stop order with its Transfer Agent,
prohibiting the transfer of such shares, so long as the legend remains on the
certificates representing the shares.

    


    
      
        
          
            
              	
                      Very
      truly yours,

                    	 
	 
      	 
	
                      “Optionee”

                    	 
	 
      	 
	 
      	 
	
                      Name:

                    	 


            

          

        

      

    


    
      
         


      

      
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