ZAGG
      INCORPORATED 

     

    2007
      STOCK INCENTIVE PLAN 

    

       

      ARTICLE
        1 

      IDENTIFICATION
        OF THE PLAN 

       

       

      
        	
                1.1.

              	
                TITLE.
                  The plan described herein shall be known as the ZAGG INCORPORATED
                  2007
                  Stock Incentive Plan (the "Plan"). 

              


      

       

      
        	
                1.2.
                  

              	
                PURPOSE.
                  The purpose of this Plan is to promote long-term growth and profitability
                  of ZAGG INCORPORATED (the "Company") and its Subsidiaries by (i)
                  compensating certain directors, officers, employees of and certain
                  other
                  persons who perform services for the Company and its Subsidiaries
                  for
                  services rendered by such persons after the date of adoption of
                  this Plan
                  to the Company or any Subsidiary; (ii) providing certain directors,
                  officers and employees of the Company and its Subsidiaries with
                  significant additional incentive to promote the financial success
                  of the
                  Company; and (iii) providing an incentive which may be used to
                  induce able
                  persons to serve or remain on the Board of Directors of the Company
                  or to
                  enter into or remain in the employment of the Company or any Subsidiary.
                  Grants of Incentive or Non-qualified Stock Options, Restricted
                  Stock or a
                  combination of the foregoing may be made under the Plan.
                  

              


      

       

      
        	
                1.3.
                  

              	
                EFFECTIVE
                  DATE. The Plan became effective upon its approval by the Board
                  of
                  Directors and the stockholders of the Company (the "Effective Date").
                  

              


      

       

      
        	
                1.4.
                  

              	
                DEFINED
                  TERMS. Certain capitalized terms used herein have the meanings
                  as set
                  forth in Section 12.1 of the Plan. 

              


      

       

       

      ARTICLE
        2 

      ADMINISTRATION
        OF THE PLAN 

       

       

      
        	
                2.1.
                  

              	
                INITIAL
                  ADMINISTRATION. This Plan shall initially be administered by the
                  Board of
                  Directors. The Board of Directors shall delegate the administration
                  of the
                  Plan to a Compensation Committee (the "Committee") in the event
                  that such
                  a committee is established by the Board of Directors and is comprised
                  of
                  persons appointed by the Board of Directors of the Company in accordance
                  with the provisions of Section 2.3. The Board shall exercise full
                  power
                  and authority regarding the administration of the Plan until such
                  administration is delegated to the Committee. Unless the context
                  otherwise
                  requires, references herein to the Committee shall be deemed to
                  refer to
                  the Board of Directors until the administration of the Plan has
                  been
                  delegated to the Committee. 

              


      

       

      
        	
                2.2.
                  

              	
                COMMITTEE'S
                  POWERS. The Committee shall have full power and authority to prescribe,
                  amend and rescind rules and procedures governing administration
                  of this
                  Plan. The Committee shall have full power and authority (i) to
                  interpret
                  the terms of this Plan, the terms of the Grants and the rules and
                  procedures established by the Committee and (ii) to determine the
                  meaning
                  of or requirements imposed by or rights of any person under this
                  Plan, any
                  Grant or any rule or procedure established by the Committee. Each
                  action
                  of the Committee which is within the scope of the authority delegated
                  to
                  the Committee by this Plan or by the Board shall be binding on
                  all
                  persons. 

              


      

       

      
        	
                2.3.
                  

              	
                COMMITTEE
                  MEMBERSHIP. The Committee shall be composed of one or more members
                  of the
                  Board. The Board shall have the power to determine the number of
                  members
                  which the Committee shall have and to change the
                  number of membership positions on the Committee from time to time.
                  The
                  Board shall appoint all members of the Committee. The Board may
                  from time
                  to time appoint members to the Committee in substitution for, or
                  in
                  addition to, members previously appointed and may fill vacancies,
                  however
                  caused, on the Committee. Any member of the Committee may be removed
                  from
                  the Committee by the Board at any time with or without cause.
                  

              


      

       

       

      
        
          
          

        

        
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        ZAGG
          INCORPORATED 

         

        2007
          STOCK INCENTIVE PLAN 

         

      

       

      
        	
                2.4.
                  

              	
                COMMITTEE
                  PROCEDURES. The Committee shall hold its meetings at such times
                  and places
                  as it may determine. The Committee may make such rules and regulations
                  for
                  the conduct of its business as it shall deem advisable. Unless
                  the Board
                  or the Committee expressly decides to the contrary, a majority
                  of the
                  members of the Committee shall constitute a quorum and any action
                  taken by
                  a majority of the Committee members in attendance at a meeting
                  at which a
                  quorum of Committee members are present shall be deemed an act
                  of the
                  Committee. 

              


      

       

      
        	
                2.5.
                  

              	
                INDEMNIFICATION.
                  No member of the Committee shall be liable, in the absence of bad
                  faith,
                  for any act or omission with respect to his or her service on the
                  Committee under this Plan. Service on the Committee shall constitute
                  service as a director of the Company so that the members of the
                  Committee
                  shall be entitled to indemnification and reimbursement as directors
                  of the
                  Company for any action or any failure to act in connection with
                  service on
                  the Committee to the full extent provided for at any time in the
                  Company's
                  Certificate of Incorporation and By Laws, or in any insurance policy
                  or
                  other agreement intended for the benefit of the Company's directors.
                  

              


      

       

       

      ARTICLE
        3 

      PERSONS
        ELIGIBLE TO RECEIVE GRANTS 

       

      A
        person
        shall be eligible to receive a Grant under the Plan only if on the proposed
        Granting Date for such Grant such person is an employee of, is currently
        serving
        as a member of the Board of Directors of, has rendered or is expected to
        render
        within a twelve-month period of the Granting Date advisory or consulting
        services to, or to whom an offer of employment has been extended by the Company
        or any Subsidiary. A person eligible to receive a Grant is herein called
        a
        "Grantee." 

       

      ARTICLE
        4 

      GRANT
        OF COMMON STOCK 

       

      
        	
                4.1.
                  

              	
                POWER
                  TO GRANT COMMON STOCK. The Committee shall have the right and the
                  power to
                  grant at any time to any Grantee Options, Restricted Stock or a
                  combination thereof (each a "Grant"), in such quantity, at such
                  price, on
                  such terms and subject to such conditions consistent with the provisions
                  of this Plan as may be established by the Committee on or prior
                  to the
                  Granting Date for such Grant. In addition, the Board may approve
                  a total
                  amount of Shares for grant and then specifically authorize the
                  Committee
                  or senior management of the Company to make grants of the approved
                  Shares
                  to Grantees. 

              


      

       

      
        	
                4.2.
                  

              	
                GRANTING
                  DATE. A Grant shall be deemed to have been made under this Plan
                  on the
                  date (the "Granting Date") which the Committee designates as the
                  Granting
                  Date at the time it approves such Grant, provided that the Committee
                  may
                  not designate a Granting Date with respect to any Grant which is
                  earlier
                  than the date on which the granting of such Grant is approved by
                  the
                  Committee. 

              


      

       

       

      
        
          
          

        

        
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        ZAGG
          INCORPORATED 

         

        2007
          STOCK INCENTIVE PLAN 

        


      

      ARTICLE
        5 

      INCENTIVE
        AND NON-QUALIFIED OPTIONS 

       

      
        	
                5.1.
                  

              	
                OPTION
                  TERMS WHICH THE COMMITTEE MAY DETERMINE. The Committee shall have
                  the
                  power to determine the Grantee to whom Options are granted, the
                  number of
                  Shares subject
                  to each Option, the number of Options granted to each Grantee and
                  the time
                  at which each Option is granted. Except as otherwise expressly
                  provided in
                  this Plan, the Committee shall also have the power to determine,
                  at the
                  time of the grant of each Option, all terms and conditions governing
                  the
                  rights and obligations of the Grantee with respect to such Option.
                  With
                  respect to any Option, the Committee shall have the power to determine:
                  (a) the purchase price per Share or the method by which the purchase
                  price
                  per Share will be determined; (b) the length of the period during
                  which
                  the Option may be exercised and any limitations on the number of
                  Shares
                  purchasable with the Option at any given time during such period;
                  (c) the
                  times at which the Option may be exercised; (d) any conditions
                  precedent
                  to be satisfied before the Option may be exercised, such as vesting
                  period; (e) any restrictions on resale of any Shares purchased
                  upon
                  exercise of the Option; (f) the extent to which the Option may
                  be
                  transferable; and (g) whether the Option will constitute an Incentive
                  Stock Option. 

              


      

       

      
        	
                5.2
                  

              	
                INCENTIVE
                  STOCK OPTIONS. It is the Company's intent that Non-qualified Stock
                  Options
                  granted under the Plan not be classified as Incentive Stock Options,
                  that
                  Incentive Stock Options be consistent with and contain or be deemed
                  to
                  contain all provisions required under Section 422 of the Code and
                  any
                  successor thereto, and that any ambiguities in construction be
                  interpreted
                  in order to effectuate such intent. If an Incentive Stock Option
                  granted
                  under the Plan does not qualify as such for any reason, then to
                  the extent
                  of such non-qualification, the stock option represented thereby
                  shall be
                  regarded as a Non-qualified Stock Option duly granted under the
                  Plan,
                  provided that such stock option otherwise meets the Plan's requirements
                  for Non-qualified Stock Options. 

              


      

       

      
        	
                5.3.
                  

              	
                TERM
                  LIMITATION. No Incentive Stock Option may be granted under this
                  Plan which
                  is exercisable more than ten years after its Granting Date. This
                  Section
                  5.3 shall not be deemed to limit the term which the Committee may
                  specify
                  for any Non-qualified Options granted under the Plan.
                  

              


      

       

      
        	
                5.4.
                  

              	
                $200,000
                  PER YEAR LIMIT ON INCENTIVE STOCK OPTIONS. No Grantee may be granted
                  Incentive Stock Options if the value of the Shares subject to those
                  options which first become exercisable in any given calendar year
                  (and the
                  value of the Shares subject to any other Incentive Stock Options
                  issued to
                  the Grantee under the Plan or any other plan of the Company or
                  its
                  Subsidiaries which first become exercisable in such year) exceeds
                  $200,000. For this purpose, the value of Shares shall be determined
                  on the
                  Granting Date. Any Incentive Stock Options issued in excess of
                  the
                  $200,000 limit shall be treated as Non-qualified Options. Incentive
                  Stock
                  Options shall be taken into account in the order in which they
                  were
                  granted. 

              


      

       

       

      
        
          
          

        

        
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        ZAGG
          INCORPORATED 

         

        2007
          STOCK INCENTIVE PLAN 

        
 

      

      ARTICLE
        6 

      RESTRICTED
        STOCK 

       

      
        	
                6.1
                  

              	
                RESTRICTED
                  STOCK TERMS WHICH THE COMMITTEE MAY DETERMINE. The Committee may
                  at any
                  time and from time to time grant Shares of Restricted Stock under
                  the Plan
                  to such Grantees and in such amounts as it determines. Each grant
                  of
                  Restricted Stock shall specify the applicable restrictions on such
                  Shares
                  (including, for example, time, performance, price and milestone
                  based
                  vesting restrictions), the duration of such restrictions and the
                  time or
                  times at which such restrictions shall lapse with respect to all
                  or a
                  specified number of Shares that are part of the grant.
                  

              


      

       

      
        	
                6.2
                  

              	
                REQUIRED
                  PAYMENT UPON GRANT. The Grantee will be required to pay the Company
                  the
                  aggregate par value of any Shares of Restricted Stock within ten
                  days of
                  the date of grant, unless such Shares of Restricted Stock are treasury
                  shares. 

              


      

       

      
        	
                6.3
                  

              	
                ESCROW
                  OF RESTRICTED STOCK AND STOCKHOLDER RIGHTS. Unless otherwise determined
                  by
                  the Committee, certificates representing Shares of Restricted Stock
                  granted under the Plan
                  will be held in escrow by the Company on the Grantee's behalf during
                  any
                  period of restriction thereon and will bear an appropriate legend
                  specifying the applicable restrictions thereon, and the Grantee
                  will be
                  required to execute a blank stock power therefore. Except as otherwise
                  provided by the Committee, during such period of restriction the
                  Grantee
                  shall have all of the rights of a holder of Common Stock, including
                  but
                  not limited to the rights to receive dividends and to vote, and
                  any stock
                  or other securities received as a distribution with respect to
                  such
                  Grantee's Restricted Stock shall be subject to the same restrictions
                  as
                  then in effect for the Restricted Stock.


              


      

       

      
        	
                6.4
                  

              	
                FORFEITURE.
                  Except as otherwise provided by the Committee, at such time as
                  a Grantee
                  ceases to be a director, officer or employee of, or otherwise performing
                  services for, the Company or its Subsidiaries for any other reason,
                  all
                  Shares of Restricted Stock granted to such participant on which
                  the
                  restrictions have not lapsed shall be immediately forfeited to
                  the
                  Company. 

              


      

       

      ARTICLE
        7 

      GRANT
        TERMS 

       

       

      
        	
                7.1.
                  

              	
                AGREEMENT.
                  No Grantee shall have any rights under any Grant unless and until
                  the
                  Company and the Grantee have executed and delivered an agreement
                  expressly
                  making the Grant to such Grantee and containing provisions setting
                  forth
                  the terms of the Grant (either an "Option Agreement" or a "Restricted
                  Stock Agreement", as the case may be). Unless otherwise provided
                  by the
                  Committee, the form of Stock Option Agreement, attached to this
                  Plan as
                  Exhibit A, or the form of Restricted Stock Agreement, attached
                  to this
                  Plan as Exhibit B, shall be used by the Committee in making Grants
                  under
                  the Plan. 

              


      

       

      
        	
                7.2.
                  

              	
                LIMITATION
                  ON SHARES ISSUABLE TO ANY GRANTEE. The aggregate number of Shares
                  that may
                  relate to Options made to a Grantee during any calendar year (including
                  those Options already exercised by the Grantee) shall not exceed
                  300,000
                  shares, as adjusted pursuant to Article 10 of this Plan.
                  

              


      

       

      
        	
                7.3.
                  

              	
                PLAN
                  PROVISIONS CONTROL TERMS. The terms of this Plan shall govern all
                  Grants.
                  In the event any provision of any Option Agreement or Restricted
                  Stock
                  Agreement conflicts with any term in this Plan as constituted on
                  the
                  Granting Date of such Grant, the term in this Plan as constituted
                  on the
                  Granting Date of the Grant shall control. Except as provided in
                  Article
                  10, the terms of any Grant may not be changed after the Granting
                  Date of
                  such Grant without the express approval of the Company and the
                  Grantee.
                  

              


      

       

       

      
        
          
          

        

        
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        ZAGG
          INCORPORATED 

         

        2007
          STOCK INCENTIVE PLAN 

         

      

       

      
        	
                7.4.
                  

              	
                TRANSFER
                  OF GRANTS. A Grant made pursuant to this Plan may be transferable
                  as
                  provided in the Option Agreement or Restricted Stock Agreement,
                  as
                  applicable. It shall be a condition precedent to any transfer of
                  any Grant
                  that the transferee executes and delivers an agreement acknowledging
                  that
                  such Grant has been acquired for investment and not for distribution
                  and
                  is and shall remain subject to this Plan and the applicable Option
                  Agreement or Restricted Stock Agreement. The "Grantee" of any Grant
                  shall
                  mean (i) the initial grantee of such Grant or (ii) any permitted
                  transferee. 

              


      

       

      
        	
                7.5.
                  

              	
                NO
                  RIGHT TO EMPLOYMENT CONFERRED. Nothing in this Plan or (in the
                  absence of
                  an express provision to the contrary) in any Option Agreement or
                  Restricted Stock Agreement (i) confers any right or obligation
                  on any
                  person to continue in the employ of the Company or any Subsidiary
                  or (ii)
                  affects or shall affect in any way any person's right or the right
                  of the
                  Company or any Subsidiary to terminate such person's employment
                  with the
                  Company or any Subsidiary at any time, for any reason, with or
                  without
                  cause. 

              


      

       

       

      ARTICLE
        8 

      REGULATORY
        COMPLIANCE 

       

      
        	
                8.1.
                  

              	
                TAXES.
                  The Company or any Subsidiary shall be entitled, if the Committee
                  deems it
                  necessary or desirable, to withhold from a Grantee's salary or
                  other
                  compensation (or to secure payment from the Grantee in lieu of
                  withholding) all or any portion of any withholding or other tax
                  due from
                  the Company or any Subsidiary with respect to any Shares deliverable
                  under
                  such Grantee's Grant. 

              


      

       

      The
        Committee may (but need not) permit payment of such tax withholding by the
        Company's retention of Shares which would otherwise be transferred to the
        Grantee (i) upon exercise of an Option or (ii) upon grant or lapse of
        restrictions of Shares of Restricted Stock, as the case may be. In the event
        any
        Common Stock is retained by the Company to satisfy all or any part of the
        withholding, the part of the withholding deemed to have been satisfied by
        such
        Common Stock shall be equal to the product derived by multiplying the Per
        Share
        Market Value as of the date of (i) exercise of an Option or (ii) grant or
        lapse
        of restrictions of Restricted Stock, as the case may be, by the number of
        Shares
        retained by the Company. The number of Shares retained by the Company in
        satisfaction of withholding shall not be a number which, when multiplied
        by the
        Per Share Market Value as of the date of (i) exercise of an Option or (ii)
        grant
        or lapse of restrictions of Restricted Stock, as the case may be, would result
        in a product greater than the withholding amount. No fractional Shares shall
        be
        retained by the Company in satisfaction of withholding. Notwithstanding Article
        9, unless the Board shall otherwise determine, for each Share retained by
        the
        Company in satisfaction of all or any part of the withholding amount, the
        aggregate number of Shares subject to this Plan shall be increased by one
        Share.
        The Company may defer delivery under a Grantee's Grant until indemnified
        to its
        satisfaction with respect to such withholding or other taxes. 

       

      
        
          
          

        

        
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        ZAGG
          INCORPORATED 

         

        2007
          STOCK INCENTIVE PLAN 

        


      

      
        	
                8.2.
                  

              	
                SECURITIES
                  LAW COMPLIANCE. Each Grant shall be subject to the condition that
                  an
                  Option may not be exercised and the restrictions on Shares Restricted
                  Stock may not lapse if and to the extent the Committee determines
                  that the
                  sale of securities upon exercise of the Option or lapse of the
                  restrictions may violate the Securities Act or any other law or
                  requirement of any governmental authority. The Company shall not
                  be deemed
                  by any reason of the making of any Grant to have any obligation
                  to
                  register the Shares subject to such Grant under the Securities
                  Act or to
                  maintain in effect any registration of such Shares which may be
                  made at
                  any time under the Securities Act. An Option shall not be exercisable
                  and
                  the restrictions shall not lapse if the Committee or the Board
                  determines
                  there is non-public information material to the decision of the
                  Grantee to
                  exercise such Option or trade such Restricted Stock which the Company
                  cannot for any reason communicate to such Grantee.
                  

              


      

       

       

      ARTICLE
        9 

      SHARES
        SUBJECT TO THE PLAN 

       

      Except
        as
        provided in Section 8.1 and Article 10, an aggregate of 2,000,000 Shares
        of
        Common Stock may be issued pursuant to or be subject to this Plan. The Common
        Stock issued under the Plan may be either authorized and unissued shares,
        shares
        reacquired and held in the treasury of the Company, or both, all as from
        time to
        time determined by the Board. If any Grant under the Plan expires or terminates
        unexercised, becomes unexercisable or is forfeited as to any Shares, or is
        tendered or withheld as to any shares in payment of the exercise price of
        the
        Grant or the taxes payable with respect to the Grant, then such unpurchased,
        forfeited, tendered or withheld Shares shall thereafter be available for
        further
        Grants under the Plan. No fractional Shares will be eligible to be issued
        under
        the Plan. 

       

      In
        the
        event of a change in the Shares as presently constituted, which is limited
        to a
        change of all of its authorized shares with par value into the same number
        of
        shares with a different par value or
        without
        par value, the shares resulting from any such change shall be deemed to be
        the
        Shares within the meaning of the Plan. 

       

      ARTICLE
        10 

      ADJUSTMENTS
        TO REFLECT ORGANIC CHANGES 

       

      The
        Board
        shall appropriately and proportionately adjust the number and kind of Shares
        subject to outstanding Grants, the price for which Shares may be purchased
        upon
        the exercise of outstanding Options or lapse of restrictions on outstanding
        Restricted Stock, as the case may be, and the number and kind of Shares
        available for Grants subsequently made under this Plan to reflect any stock
        dividend, stock split, combination or exchange of shares, merger, consolidation
        or other change in the capitalization of the Company which the Board determines
        to be similar, in its substantive effect upon this Plan or the Grants, to
        any of
        the changes expressly indicated in this sentence. The Board may (but shall
        not
        be required to) make any appropriate adjustment to the number and kind of
        Shares
        subject to outstanding Grants, the price for which Shares may be purchased
        upon
        the exercise of outstanding Options or lapse of restrictions on outstanding
        Restricted Stock, as the case may be, and the number and kind of Shares
        available for Grants subsequently made under this Plan to reflect any spin-off,
        spin-out or other distribution of assets to stockholders or any acquisition
        of
        the Company's stock or assets or other change which the Board determines
        to be
        similar, in its substantive effect upon this Plan or the Grants, to any of
        the
        changes expressly indicated in this sentence. The Committee shall have the
        power
        to determine the amount of the adjustment to be made in each case described
        in
        the preceding two sentences, but no adjustment approved by the Committee
        shall
        be effective until and unless it is approved by the Board. In the event of
        any
        reorganization, reclassification, consolidation, merger or sale of all or
        substantially all of the Company's assets which is effected in such a way
        that
        holders of Common Stock are entitled to receive (either directly or upon
        subsequent liquidation) stock, securities or assets with respect to or in
        exchange for Common Stock, the Board may (but shall not be required to)
        substitute the per share amount of such stock, securities or assets for Shares
        upon any subsequent exercise of any Option or lapse of restrictions on any
        Shares of Restricted Stock, as the case may be. 

       

      
        
          
          

        

        
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        ZAGG
          INCORPORATED 

         

        2007
          STOCK INCENTIVE PLAN 

        


      

      ARTICLE
        11 

      AMENDMENT
        AND TERMINATION OF THE PLAN 

       

      
        	
                11.1.
                  

              	
                AMENDMENT.
                  Except as provided in the following two sentences, the Board shall
                  have
                  complete power and authority to amend this Plan at any time, and
                  no
                  approval by the Company's stockholders or by any other person,
                  committee
                  or other entity of any kind shall be required to make any amendment
                  approved by the Board effective. The Board shall not, without the
                  affirmative approval of the Company's stockholders, amend the Plan
                  in any
                  manner which would cause any outstanding Incentive Stock Options
                  to no
                  longer qualify as Incentive Stock Options. No termination or amendment
                  of
                  this Plan may, without the consent of the Grantee prior to termination
                  or
                  the adoption of such amendment, materially and adversely affect
                  the rights
                  of such Grantee under such Grant. 

              


      

       

      
        	
                11.2.
                  

              	
                TERMINATION.
                  The Board shall have the right and the power to terminate this
                  Plan at any
                  time, provided that no Incentive Stock Options may be granted after
                  the
                  tenth anniversary of the adoption of this Plan. No Grant shall
                  be made
                  under this Plan after the termination of this Plan, but the termination
                  of
                  this Plan shall not have any other effect. Any Option outstanding
                  at the
                  time of the termination of this Plan may be exercised, and the
                  restrictions on any Restricted Stock may lapse, after termination
                  of this
                  Plan at any time prior to the Expiration Date of such Grant to
                  the same
                  extent such
                  Option would have been exercisable and such restriction would have
                  lapsed
                  had this Plan not terminated. 

              


      

       

       

      ARTICLE
        12 

      DEFINITIONS
        AND OTHER PROVISIONS OF THE PLAN 

       

      
        	
                12.1.

              	
                DEFINITIONS.
                  Each term defined in this Section 12.1 has the meaning indicated
                  in this
                  Section 12.1 whenever such term is used in this Plan:
                  

              


      

       

      "Board
        of
        Directors" and "Board" both mean the Board of Directors of the Company as
        constituted at the time the term is applied. 

       

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

       

      "Committee"
        has the meaning such term is given in Section 2.1 of this Plan. 

       

      "Common
        Stock" means the issued or issuable Common Stock, par value $.001 per share,
        of
        the Company. 

       

      
        
          
          

        

        
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        ZAGG
          INCORPORATED 

         

        2007
          STOCK INCENTIVE PLAN 

        


      

      "Company"
        as applied as of any given time shall mean ZAGG INCORPORATED, a Nevada
        corporation, except that if prior to the given time any corporation or other
        entity has acquired all or a substantial part of the assets of the Company
        (as
        herein defined) and has agreed to assume the obligations of the Company under
        this Plan, or is the survivor in a merger or consolidation to which the Company
        was a party, such corporation or other entity shall be deemed to be the Company
        at the given time. 

       

      "Expiration
        Date" as applied to any Grant means the date specified in the Option Agreement
        or the Restricted Stock Agreement, as the case may be, between the Company
        and
        the Grantee as the expiration date of such Grant. If no expiration date is
        specified in the Option Agreement relating to any Option or the Restricted
        Stock
        Agreement relating to any grant of Restricted Stock, as the case may be,
        then
        the Expiration Date of such Grant shall be the day prior to the tenth
        anniversary of the Granting Date of such Grant. Notwithstanding the preceding
        sentences, if the person to whom any Incentive Stock Option is granted owns,
        on
        the Granting Date of such Incentive Stock Option, stock possessing more than
        ten
        percent of the total combined voting power of all classes of stock of the
        Company (or of any parent or Subsidiary of the Company in existence on the
        Granting Date of such Incentive Stock Option), and if no expiration date
        is
        specified in the Option Agreement relating to such Incentive Stock Option,
        then
        the Expiration Date of such Incentive Stock Option shall be the day prior
        to the
        fifth anniversary of the Granting Date of such Incentive Stock Option.


       

      "Grant"
        has the meaning such term is given in Sections 4.1 of this Plan. 

       

      "Grantee"
        has the meaning such term is given in Article 3 and Section 7.4 of this Plan.
        

       

      "Granting
        Date" has the meaning such term is given in Section 4.2 of this Plan.


       

      "Incentive
        Stock Option" means an incentive stock option, as defined in Code Section
        422,
        which is granted pursuant to this Plan. 

       

      "Non-qualified
        Stock Option" means any Option other than an Incentive Stock Option.


       

      "Option"
        means an option to purchase Common Stock which shall be granted by the Committee
        pursuant to the provisions of this Plan. The term "Option" includes both
        Incentive Stock Options and Non-qualified Stock Options. 

       

      "Option
        Agreement" has the meaning such term is given in Section 7.1 of this Plan.
        

       

      "Per
        Share Market Value" on any given date shall be the fair market value of one
        Share as of the close of business on the given date determined in such manner
        as
        shall be prescribed in good faith by
        the
        Committee; provided, that as long as the Shares are traded on a national
        securities exchange or national automated quotation system (such as the OTCBB),
        the Per Share Market Value shall be the reported closing price of the Shares
        on
        such date. 

       

      "Plan"
        has the meaning such term is given in Section 1.1 of this Plan. 

       

      "Restricted
        Stock" means Common Stock subject to certain restrictions, including, but
        not
        limited to, time or employment-based vesting restrictions or objective,
        non-discretionary performance criteria. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
         

        ZAGG
          INCORPORATED 

         

        2007
          STOCK INCENTIVE PLAN 

        


      

      "Restricted
        Stock Agreement" has the meaning such term is given in Section 7.1 of this
        Plan.


       

      "Securities
        Act" at any given time shall consist of: (i) the Securities Act of 1933 as
        constituted at the given time; (ii) any other law or laws promulgated prior
        to
        the given time by the United States Government which are in effect at the
        given
        time and which regulate or govern any matters at any time regulated or governed
        by the Securities Act of 1933; (iii) all regulations, rules, registration
        forms
        and other governmental pronouncements issued under the laws specified in
        clauses
        (i) and (ii) of this sentence which are in effect at the given time; and
        (iv)
        all interpretations by any governmental agency or authority of the things
        specified in clause (i), (ii) or (iii) of this sentence which are in effect
        at
        the given time. Whenever any provision of this Plan requires that any action
        be
        taken in compliance with any provision of the Securities Act, such provision
        shall be deemed to require compliance with the Securities Act as constituted
        at
        the time such action takes place. 

       

      "Share"
        means a share of Common Stock. 

       

      "Subsidiary"
        means any corporation in which the Company owns, directly or indirectly,
        50% or
        more of the total combined voting power of all classes of securities of such
        corporation. 

       

      
        	
                12.2.
                  

              	
                HEADINGS.
                  Section headings used in this Plan are for convenience only, do
                  not
                  constitute a part of this Plan and shall not be deemed to limit,
                  characterize or affect in any way any provisions of this Plan.
                  All
                  provisions in this Plan shall be construed as if no headings had
                  been used
                  in this Plan. 

              


      

       

      12.3.      
         SEVERABILITY.
        

       

      (a)
        General. Whenever possible, each provision in this Plan and in every Grant
        at
        any time granted under this Plan shall be interpreted in such manner as to
        be
        effective and valid under applicable law, but if any provision of this Plan
        or
        any Grant at any time granted under this Plan is held to be prohibited by
        or
        invalid under applicable law, then (i) such provision shall be deemed amended
        to
        accomplish the objectives of the provision as originally written to the fullest
        extent permitted by law and (ii) all other provisions of this Plan and every
        Grant at any time granted under this Plan shall remain in full force and
        effect.


       

      (b)
        Incentive Stock Options. Whenever possible, each provision in this Plan and
        in
        every Option at any time granted under this Plan which is evidenced by an
        Option
        Agreement which expressly states such Option is intended to constitute an
        Incentive Stock Option under Code Section 422 (an "intended ISO") shall be
        interpreted in such manner as to entitle such intended ISO to the tax treatment
        afforded by the Code to Options which do constitute Incentive Stock Options
        under Code Section 422, but if any provision of this Plan or any intended
        ISO at
        any time granted under this Plan is held to be contrary to the requirements
        necessary to entitle such intended ISO to the tax treatment afforded by the
        Code
        to Options which do constitute Incentive Stock Options under Code Section
        422,
        then (i) such provision shall be deemed to have contained from the outset
        such
        language as shall be necessary to entitle such intended ISO to the tax treatment
        afforded by the Code to Options which do constitute Incentive Stock Options
        under Code Section 422, and (ii) all other provisions of this Plan and such
        intended ISO shall remain in full force and effect. If any Option Agreement
        covering an intended ISO granted under this Plan does not explicitly include
        any
        terms required to entitle such intended ISO to the tax treatment afforded
        by the Code to Options which do constitute Incentive Stock Options under
        Code
        Section 422, then all such terms shall be deemed implicit in the intention
        to
        afford such treatment to such Option and such Option shall be deemed to have
        been granted subject to all such terms. 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
         

        ZAGG
          INCORPORATED 

         

        2007
          STOCK INCENTIVE PLAN 

        


      

      
        	
                12.4.
                  

              	
                NO
                  STRICT CONSTRUCTION. No rule of strict construction shall be applied
                  against the Company, the Committee or any other person in the
                  interpretation of any of the terms of this Plan, any Grant or any
                  rule or
                  procedure established by the Committee.


              


      

       

      
        	
                12.5.

              	
                CHOICE
                  OF LAW. This Plan and all documents contemplated hereby, and all
                  remedies
                  in connection therewith and all questions or transactions relating
                  thereto, shall be construed in accordance with and governed by
                  the
                  internal laws of the State of Nevada.


              


      

       

      
        	
                12.6.
                  

              	
                TAX
                  CONSEQUENCES. Tax consequences from the purchase and sale of Shares
                  may
                  differ among Grantees under the Plan. Each Grantee should discuss
                  specific
                  tax questions regarding participation in the Plan with his or her
                  own tax
                  advisor. 

              


      

       

      
        
           

        

        
          10