ex10-1.htm


    
      Exhibit
10.1



     

    THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144, OR
THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES,
REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.

     

    


    OPTION
TO PURCHASE COMMON STOCK

    OF

    STOCK-TRAK GROUP,
INC.

    


    Void
after November 12, 2013

    


    


    This
certifies that, for value received, ______________ (“Holder”) is
entitled, subject to the terms set forth below, to purchase from STOCK-TRAK GROUP, INC., a
Nevada corporation (the “Company”), shares of the common stock, $.001 par value
per share, of the Company (“Common Stock”), as constituted on November 13, 2008
(the “Option Issue Date”), with the Notice of Exercise attached hereto duly
executed, and simultaneous payment therefor in lawful money of the United States
or as otherwise provided in Section 3 hereof, at the Exercise Price then in
effect. The number, character and Exercise Price of the shares of Common Stock
issuable upon exercise hereof are subject to adjustment as provided
herein.

     

    1.           Vesting and Term of
Option.  This Option shall vest in equal semi-annual
installments over a two year term commencing on the date hereof, shall expire at
5:00 p.m. EST on November 12, 2013 (the “Option Termination Date”) and shall be
void thereafter.

     

    2.           Number of Shares, Exercise Price,
Restrictions, Repurchase Right, and Escrow.

     

    2.1           Number of
Shares.  The number of shares of Common Stock which may be
purchased pursuant to this Option shall be _______ shares (the “Shares”),
subject, however, to adjustment pursuant to Section 11 hereof.

     

    2.2           Exercise Price.  The
Exercise Price at which this Option, or portion thereof, may be exercised shall
be $0.03 per Share, subject, however, to adjustment pursuant to Section 11
hereof.

     

    2.3 Restriction.   Transfer
of the Shares issued upon exercise of this Option is subject to the following
restriction:

    


    


    (a)           From
the Option Issue Date through May 12, 2010, the Holder shall not offer to sell,
sell, or contract to sell or, lend, pledge, hypothecate or otherwise transfer or
dispose of, directly or indirectly, any Shares

    


    


    2.4           Escrow.

     

    (a)           If
Holder exercises this Option, in whole or in part, prior to May 12, 2010, a
certificate representing the Shares issuable upon such exercise shall be issued
in the name of Holder and shall be escrowed with the Secretary of the Company
(the “Escrow Agent”).  Each deposited certificate shall be accompanied
by a Stock Power duly endorsed in blank by Holder.  The deposited
certificates shall remain in escrow until such time or times as the restriction
imposed under Section 2.3 has terminated.  Upon delivery of the
certificates to the Escrow Agent, Holder shall be issued an instrument of
deposit acknowledging the number of Shares delivered in escrow to the Escrow
Agent.

    


    


    (b)Subject
to the termination of the restriction set forth in Section 2.3, on May 12, 2010,
all restrictions shall be removed from the certificates representing up to ______ Shares and the
Secretary of the Company shall deliver to Holder certificates representing such
Shares free and clear of all restrictions (except for any applicable securities
law restrictions) within 10 business days thereafter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.           Exercise of
Option.

     

    3.1           Payment of Exercise
Price.  Subject to the terms hereof, the purchase rights
represented by this Option are exercisable by the Holder in whole or in part, at
any time, or from time to time, by the surrender of this Option and the Notice
of Exercise annexed hereto duly completed and executed on behalf of the Holder,
at the office of the Company (or such other office or agency of the Company as
it may designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company) accompanied by payment of the Exercise
Price in full (i) in cash or by bank or certified check for the Shares with
respect to which this Option is exercised; (ii) by delivery to the Company of
shares of the Company’s Common Stock having a Fair Market Value (as defined
below) equal to the aggregate Exercise Price of the Shares being purchased which
Holder is the record and beneficial owner of and which have been held by the
Holder for at least six (6) months; provided, however, that such method of
payment is then permitted under applicable law; (iii) if the sale of the Shares
is covered by an effective registration statement, by delivering to the Company
a Notice of Exercise together with an irrevocable direction to a broker-dealer
registered under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to sell a sufficient portion of the Shares and deliver the sales proceeds
directly to the Company to pay the Exercise Price; (iv) by reducing the number
of shares of the Company’s Common Stock otherwise issuable under this Option to
Holder upon the exercise of the Option by a number of shares of Common Stock
having a Fair Market Value equal to such aggregated exercise price; provided,
however, that such method of payment is then permitted under applicable law; or
(v) by any combination of the procedures set forth in subsections (i), (ii),
(iii) and (iv) of this Section 3.1.

     

    3.2           Fair Market
Value.  If previously owned shares of Common Stock are tendered
as payment of the Exercise Price, the value of such shares shall be the “Fair
Market Value” of such shares on the trading date immediately preceding the date
of exercise.  For the purpose of this Agreement, the “Fair Market
Value” shall be:

     

    (a)          If
the Common Stock is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”), the Fair
Market Value on any given date shall be the average of the highest bid and
lowest asked prices of the Common Stock as reported for such date or, if no bid
and asked prices were reported for such date, for the last day preceding such
date for which such prices were reported;

     

    (b)          If
the Common Stock is admitted to trading on a United States securities exchange
or the NASDAQ National Market System, the Fair Market Value on any date shall be
the closing price reported for the Common Stock on such exchange or system for
such date or, if no sales were reported for such date, for the last day
preceding such date for which a sale was reported;

     

    (c)          If
the Common Stock is traded in the over-the-counter market and not on any
national securities exchange nor in the NASDAQ Reporting System, the Fair Market
Value shall be the average of the mean between the last bid and ask prices per
share, as reported by the National Quotation Bureau, Inc., or an equivalent
generally accepted reporting service, or if not so reported, the average of the
closing bid and asked prices for a share as furnished to the Company by any
member of the National Association of Securities Dealers, Inc., selected by the
Company for that purpose; or

     

    (d)          If
the Fair Market Value of the Common Stock cannot be determined on the basis
previously set forth in this definition on the date that the Fair Market Value
is to be determined, the Board of Directors of the Company shall in good faith
determine the Fair Market Value of the Common Stock on such date.

     

    If the
tender of previously owned shares would result in an issuance of a whole number
of Shares and a fractional Share of Common Stock, the value of such fractional
share shall be paid to the Company in cash or by check by the
Holder.

     

    3.3           Termination
of Employment or Service; Death.

     

    (a)           If
Holder’s employment or services are terminated by the Company for any reason
other than for Cause (as defined below), the Holder is entitled to keep all
Options, whether they be vested or unvested at the date of termination. The
Options will continue to be subject to the same vesting schedule, expiry date
and other terms set forth in this agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           If
Holder’s employment or services are terminated by the Company

    for Cause
(as defined below), the Holder is entitled to keep all options which have vested
as at the termination date. Any Options which have not vested at the termination
date shall forthwith terminate.

     

    For
purposes of this Option, the term “Cause” shall mean
(i) if Holder is a party to a written agreement with the Company, or
provides services to the Company pursuant to a written services agreement
between the Company and a third party, which contains a definition of “cause” or
“for cause” or words of similar import for purposes of termination of employment
or service thereunder by the Company, “cause” or “for cause” as defined in such
agreement; and (ii) in all other cases (A) the Holder’s intentional
and persistent failure, dereliction, or refusal to perform such duties as are
reasonably assigned to him or her by the officers or directors of the Company;
(B) the Holder’s fraud, dishonesty or other deliberate injury to the Company in
the performance of his or her duties on behalf of, or for, the Company; (C) the
Holder’s conviction of a crime which constitutes a felony involving moral
turpitude, fraud or deceit in the jurisdiction in which the Holder is employed,
regardless of whether such crime involves the Company; or (D) the willful
commission by the Holder of a criminal or other act that causes substantial
economic damage to the Company or substantial injury to the business reputation
of the Company.  For purposes of this Option, no act, or failure to
act, on the part of any person shall be considered “willful” unless done or
omitted to be done by the person other than in good faith and without reasonable
belief that the person’s action or omission was in the best interest of the
Company.

    


    (c)           If
Holder shall die while employed by or providing services to the Company and
prior to the Option Termination Date, the Holder is entitled to keep all options
which have vested as at the date of death. Any Options which have not vested at
the date of death shall forthwith terminate. This Option may be exercised only
by the Holder’s personal representative or persons entitled thereto under the
Holder’s will or the laws of descent and distribution.

     

    (d)           If
Holder ceases to be employed or provide services to the Company due to Holder’s
resignation, the Holder is entitled to keep all options which have vested as at
the date of resignation. Any Options which have not vested at the date of
resignation shall forthwith terminate.

    


    (e)           This
Option may not be exercised for more Shares (subject to adjustment as provided
in Section 11 hereof) after the termination of the Holder’s employment,
cessation of services to the Company, or death, as the case may be, than the
Holder was entitled to purchase thereunder at the time of the termination of the
Holder’s employment, the cessation of services to the Company, or
death.

    


    3.4           Exercise Date; Delivery of
Certificates.                                                                                      This Option shall be
deemed to have been exercised immediately prior to the close of business on the
date of its surrender for exercise as provided above, and Holder shall be
treated for all purposes as the holder of record of such Shares as of the close
of business on such date.  As promptly as practicable on or after such
date and in any event within ten (10) days thereafter, the Company at its
expense shall issue and deliver to the Holder a certificate or certificates for
the number of Shares issuable upon such exercise.  In the event that
this Option is exercised in part, the Company at its expense will execute and
deliver a new Option of like tenor exercisable for the number of shares for
which this Option may then be exercised.

     

    4.           No Fractional Shares or
Scrip.  No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Option.  In lieu of
any fractional share to which the Holder would otherwise be entitled, the
Company shall make a cash payment equal to the Exercise Price multiplied by such
fraction.

     

    5.           Replacement of
Option.  On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Option and, in the
case of loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form and substance to the Company or, in the case of
mutilation, on surrender and cancellation of this Option, the Company at its
expense shall execute and deliver, in lieu of this Option, a new Option of like
tenor and amount.

     

    6.           Rights of
Stockholder.  Except as otherwise contemplated herein, the
Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Option shall have been exercised as
provided herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           Transfer of
Option.

     

    7.1.           Non-Transferability.  This
Option shall not be assigned, transferred, pledged or hypothecated in any way,
nor subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution.  Any attempted assignment,
transfer, pledge, hypothecation or other disposition of this Option contrary to
the provisions hereof, and the levy of an execution, attachment, or similar
process upon the Option, shall be null and void and without effect.

     

    7.2.           Compliance with Securities Laws;
Restrictions on Transfers.  In addition to restrictions on
transfer of this Option and Shares set forth in Section 7.1 above.

     

    (a)           The
Holder of this Option, by acceptance hereof, acknowledges that this Option and
the Shares to be issued upon exercise hereof are being acquired solely for the
Holder’s own account and not as a nominee for any other party, and for
investment (unless such shares are subject to resale pursuant to an effective
prospectus), and that the Holder will not offer, sell or otherwise dispose of
any Shares to be issued upon exercise hereof except under circumstances that
will not result in a violation of applicable federal and state securities laws.
Upon exercise of this Option, the Holder shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the Shares of
Common Stock so purchased are being acquired solely for the Holder’s own account
and not as a nominee for any other party, for investment (unless such shares are
subject to resale pursuant to an effective prospectus), and not with a view
toward distribution or resale.

     

    (b)           Neither
this Option nor any share of Common Stock issued upon exercise of this Option
may be offered for sale or sold, or otherwise transferred or sold in any
transaction which would constitute a sale thereof within the meaning of the 1933
Act, unless (i) such security has been registered for sale under the 1933 Act
and registered or qualified under applicable state securities laws relating to
the offer and sale of securities; or (ii) exemptions from the registration
requirements of the 1933 Act and the registration or qualification requirements
of all such state securities laws are available and the Company shall have
received an opinion of counsel that the proposed sale or other disposition of
such securities may be effected without registration under the 1933 Act and
would not result in any violation of any applicable state securities laws
relating to the registration or qualification of securities for sale, such
counsel and such opinion to be satisfactory to the Company.  The
Holder of this Option, by acceptance hereof, acknowledges that the Company has
no obligation to file a registration statement with the Securities and Exchange
Commission or any state securities commission to register the issuance of the
Shares upon exercise hereof or the sale or transfer of the Shares after
issuance.

     

    (c)           All
Shares issued upon exercise hereof shall be stamped or imprinted with a legend
in substantially the following form (in addition to any legend required by state
securities laws).

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  THE
SECURITIES REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR
INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE
SOLD, TRANSFERRED OR DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION THEREFROM.

     

    THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS
AND REPURCHASE RIGHTS AS SET FORTH IN THAT CERTAIN OPTION TO PURCHASE COMMON
STOCK OF STOCK-TRAK GROUP, INC., DATED NOVEMBER 13, 2008.

     

    (d)           Holder
recognizes that investing in the Option and the Shares involves a high degree of
risk, and Holder is in a financial position to hold the Option and the Shares
indefinitely and is able to bear the economic risk and withstand a complete loss
of its investment in the Option and the Shares.  The Holder is a
sophisticated investor and is capable of evaluating the merits and risks of
investing in the Company.  The Holder has had an opportunity to
discuss the Company’s business, management and financial affairs with the
Company’s management, has been given full and complete access to information
concerning the Company, and has utilized such access to its satisfaction for the
purpose of obtaining information or verifying information and has had the
opportunity to inspect the Company’s operation.  Holder has had the
opportunity to ask questions of, and receive answers from the management of the
Company (and any person acting on its behalf) concerning the Option and the
Shares and the agreements and transactions contemplated hereby, and to obtain
any additional information as Holder may have requested in making its investment
decision.

     

    (e)           Holder
acknowledges and represents: (i) that he has been afforded the opportunity to
review and is familiar with the business prospects and finances of the Company
and has based his decision to invest solely on the information contained therein
and has not been furnished with any other literature, prospectus or other
information except as included in such reports; (ii) Holder is acquiring the
Options and Shares for investment purposes only and not with a view toward
distribution; (iii) he understands that no federal or state agency has approved
or disapproved the Option or Shares or made any finding or determination as to
the fairness of the Option and Common Stock for investment; and (iv) that the
Company has made no representations, warranties, or assurances as to (A) the
future trading value of the Common Stock, (B) whether there will be a public
market for the resale of the Common Stock or (C) the filing of a registration
statement with the Securities and Exchange Commission or any state securities
commission to register the issuance of the Shares upon exercise hereof or the
sale or transfer of the Shares after issuance.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.           Reservation and Issuance of Stock;
Payment of Taxes.

     

    (a)           The
Company covenants that during the term that this Option is exercisable, the
Company will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Shares upon the exercise of
this Option, and from time to time will take all steps necessary to amend its
Articles of Incorporation to provide sufficient reserves of shares of Common
Stock issuable upon the exercise of the Option.

     

    (b)           The
Company further covenants that all shares of Common Stock issuable upon the due
exercise of this Option will be free and clear from all taxes or liens, charges
and security interests created by the Company with respect to the issuance
thereof, however, the Company shall not be obligated or liable for the payment
of any taxes, liens or charges of Holder, or any other party contemplated by
Section 7, incurred in connection with the issuance of this Option or the Common
Stock upon the due exercise of this Option.  The Company agrees that
its issuance of this Option shall constitute full authority to its officers who
are charged with the duty of executing stock certificates to execute and issue
the necessary certificates for the shares of Common Stock upon the exercise of
this Option.  The Common Stock issuable upon the due exercise of this
Option, will, upon issuance in accordance with the terms hereof, be duly
authorized, validly issued, fully paid and non-assessable.

     

    (c)           Upon
exercise of the Option, the Company shall have the right to require the Holder
to remit to the Company an amount sufficient to satisfy federal, state and local
tax withholding requirements prior to the delivery of any certificate for Shares
of Common Stock purchased pursuant to the Option, if in the opinion of counsel
to the Company such withholding is required under applicable tax
laws.

     

    (d)           If
Holder is obligated to pay the Company an amount required to be withheld under
applicable tax withholding requirements may pay such amount (i) in cash; (ii) in
the discretion of the Board of Directors of the Company, through the delivery to
the Company of previously-owned shares of Common Stock having an aggregate Fair
Market Value equal to the tax obligation provided that the previously owned
shares delivered in satisfaction of the withholding obligations must have been
held by the Holder for at least six (6) months; (iii) in the discretion of the
Board of Directors of the Company, through the withholding of Shares of Common
Stock otherwise issuable to the Holder in connection with the Option exercise;
or (iv) in the discretion of the Board of Directors of the Company, through a
combination of the procedures set forth in subsections (i), (ii) and (iii) of
this Section 8(d).

     

    9.           Notices.

     

    (a)           Whenever
the Exercise Price or number of shares purchasable hereunder shall be adjusted
pursuant to Section 11 hereof, the Company shall issue a certificate signed by
its Chief Financial Officer setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated, and the Exercise Price and number of shares
purchasable hereunder after giving effect to such adjustment, and shall cause a
copy of such certificate to be mailed (by first-class mail, postage prepaid) to
the Holder of this Option.

     

    (b)           All
notices, advices and communications under this Option shall be deemed to have
been given, (i) in the case of personal delivery, on the date of such delivery
and (ii) in the case of mailing, on the third business day following the date of
such mailing, addressed as follows:

     

    If to the
Company:

    


    Stock-Trak
Group, Inc.

    3500 De
Maisonneuve West

    2 Place
Alexis Nihon Suite 1650

    Montreal,
Quebec, Canada H3Z 3C1

    Attn:
Chief Financial Officer

    


    With a copy
to:

    Fox
Rothschild LLP

    P.O. Box
5231

    Princeton,
NJ 08543-5231

    Attn.:  Vincent
A. Vietti, Esquire

    


    and to the
Holder:

    at the
address set forth in the records of the Company.

    


    Either of
the Company or the Holder may from time to time change the address to which
notices to it are to be mailed hereunder by notice in accordance with the
provisions of this Paragraph 9.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.           Amendments.

     

    (a)           The
Company may amend, modify or terminate this Option, including but not limited
to, substituting therefor another Option of the same or a different type and
changing the date of exercise or realization, provided that the Holder’s consent
to such action shall be required unless the Company determines that the action,
taking into account any related action, would not materially and adversely
affect the Holder.

     

    (b)           No
waivers of, or exceptions to, any term, condition or provision of this Option,
in any one or more instances, shall be deemed to be, or construed as, a further
or continuing waiver of any such term, condition or provision.

     

    11.           Adjustments.  The
number of Shares of Common Stock purchasable hereunder and the Exercise Price is
subject to adjustment from time to time upon the occurrence of certain events,
as follows:

     

    11.1.                      Split, Subdivision, Combination of
Shares, Reclassification or Recapitalization.  In the event of
any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, reclassification of shares, spin-off or other similar
change in capitalization or event, applicable to securities as to which purchase
rights under this Option exist or any distribution to holders of the securities
as to which purchase rights under this Option exist other than an ordinary cash
dividend, the Exercise Price and the number and kind of securities issuable upon
exercise of this Option shall be proportionately adjusted.  Any
adjustment under this Section 11.1 shall become effective at the close of
business on the date the subdivision or combination becomes effective, or as of
the record date of such dividend, or in the event that no record date is fixed,
upon the making of such dividend.  If this Section 11.1 applies and
Section 11.3 also applies to any event, Section 11.3 shall be applicable to such
event, and this Section 11.1 shall not be applicable.

     

    11.2           Liquidation or
Dissolution.  In the event the shareholders of the Company
approve a plan of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company’s assets, this Option will: (i) become exercisable in full as of
a specified time at least 10 business days prior to the effective date of such
liquidation, dissolution, sale or disposition, and (ii) terminate effective upon
such liquidation, dissolution, sale or disposition, except to the extent
exercised before such effective date

     

    11.3           Reorganization and Change in Control
Events.

     

    (1)           Definitions.

     

    (a)           A
“Reorganization Event”
shall mean:

     

    (i)           any
merger or consolidation of the Company with or into another entity as a result
of which all of the outstanding shares of Common Stock are converted into or
exchanged for the right to receive cash, securities or other property;
or

     

    (ii)           any
exchange of all of the outstanding shares of Common Stock for cash, securities
or other property pursuant to a share exchange transaction.

     

    (b)           A
“Change in Control
Event” shall mean:

     

    (i)           the
acquisition by an individual, entity or group within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act (each, a “Person”) of beneficial
ownership of any capital stock of the Company if, after such acquisition, such
Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 30% or more of either (x) the then-outstanding shares of common
stock of the Company (the “Outstanding Common Stock”) or (y) the combined voting
power of the then-outstanding securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Voting Securities”);
provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control Event: (A) any acquisition
directly from the Company (excluding an acquisition pursuant to the exercise,
conversion or exchange of any security exercisable for, convertible into or
exchangeable for common stock or voting securities of the Company, unless the
Person exercising, converting or exchanging such security acquired such security
directly from the Company or an underwriter or agent of the Company), (B) any
acquisition by any employee benefit plan or related trust sponsored or
maintained by the Company or any corporation controlled by the Company, or (C)
any acquisition by any corporation pursuant to a Business Combination (as
defined in Section 11.3(1)(b)(iii) below) that complies with clauses (x) and
(y)  of subsection (iii) of this definition;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)           an
event that results in the Continuing Directors (as defined below) not
constituting a majority of the Board (or, if applicable, the board of directors
of a successor corporation to the Company).  “Continuing Director”
means, at any date, a member of the  Board: (x) who was a member of
the Board on the date of the initial issuance of this Option, or (y) who was
nominated or elected subsequent to such date by at least a majority of the
directors who were Continuing Directors at the time of such nomination or
election or whose election to the Board was recommended or endorsed by at least
a majority of the directors who were Continuing Directors at the time of such
nomination or election; provided, however, that there shall be excluded from
this clause (y) any individual whose initial assumption of office occurred as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents, by or on behalf of a person other than the Board; or

     

    (iii)           the
consummation of a merger, consolidation, reorganization, recapitalization or
share exchange involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company (a “Business Combination”),
unless, immediately following such Business Combination, each of the following
two conditions is satisfied: (x) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business
Combination, which shall include, without limitation, a corporation that as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries (such
resulting or acquiring corporation is referred to herein as the “Acquiring
Corporation”) in substantially the same proportions as their ownership of the
Outstanding Common Stock and Outstanding Voting Securities, respectively,
immediately prior to such Business Combination, and (y) no Person (excluding the
Acquiring Corporation or any employee benefit plan or related trust maintained
or sponsored by the Company or by the Acquiring Corporation) beneficially owns,
directly or indirectly, 30% or more of the then-outstanding shares of common
stock of the Acquiring Corporation, or of the combined voting power of the
then-outstanding securities of such corporation entitled to vote generally in
the election of directors (except to the extent that such ownership existed
prior to the Business Combination).

     

    (2)           Effect on Option.

     

    (a)           Reorganization
Event.  Upon the occurrence of a Reorganization Event
(regardless of whether such event also constitutes a Change in Control Event),
or the execution by the Company of any agreement with respect to a
Reorganization Event (regardless of whether such event will result in a Change
in Control Event), this Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof); provided, however, that if such Reorganization Event also constitutes
a Change in Control Event,  such assumed or substituted options shall
be immediately exercisable in full upon the occurrence of such Reorganization
Event.  For purposes hereof, this Option shall be considered to be
assumed if, following consummation of the Reorganization Event, this Option
confers the right to purchase, for each share of Common Stock subject to this
Option immediately prior to the consummation of the Reorganization Event, the
consideration (whether cash, securities or other property) received as a result
of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a result
of the Reorganization Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation (or an affiliate thereof),
provide for the consideration to be received upon the exercise of this Option to
consist solely of common stock of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in fair market value to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Reorganization Event.

     

    Notwithstanding
the foregoing, if the acquiring or succeeding corporation (or an affiliate
thereof) does not agree to assume, or substitute for, this, then the this
Options shall become exercisable in full as of a date at least thirty (30) days
prior to the Reorganization Event and will terminate immediately prior to the
consummation of such Reorganization Event, except to the extent exercised by
Holder before the consummation of such Reorganization Event; provided, however,
that in the event of a Reorganization Event under the terms of which holders of
Common Stock will receive upon consummation thereof a cash payment for each
share of Common Stock surrendered pursuant to such Reorganization Event (the
“Acquisition Price”), then this Option shall terminate upon consummation of such
Reorganization Event and Holder shall receive, in exchange therefor, a cash
payment equal to the amount (if any) by which: (A) the Acquisition Price
multiplied by the number of shares of Common Stock issuable upon exercise of
this Option (whether or not then exercisable), exceeds (B) the aggregate
exercise price of such Options.

     

    (b)           Change in Control Event that is not a
Reorganization Event.  Upon the occurrence of a Change in
Control Event that does not also constitute a Reorganization Event, this Option
shall automatically become immediately exercisable in full.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.           Intentionally
Omitted.

     

    13.           Severability.  Whenever
possible, each provision of this Option shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Option is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
any other provision of this Option in such jurisdiction or affect the validity,
legality or enforceability of any provision in any other jurisdiction, but this
Option shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained
herein.

     

    14.           Governing Law.  The
corporate law of the State of Nevada  shall govern all issues and
questions concerning the relative rights of the Company and its
stockholders.  All other questions concerning the construction,
validity, interpretation and enforceability of this Option and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the
laws of the State of Nevada, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Nevada or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Nevada.

     

    15.           Jurisdiction.  The
Holder and the Company agree to submit to personal jurisdiction and to waive any
objection as to venue in the federal or state courts of
Nevada.  Service of process on the Company or the Holder in any action
arising out of or relating to this Option shall be effective if mailed to such
party at the address listed in Section 9 hereof.

     

    16.           Arbitration.  If a
dispute arises as to interpretation of this Option, it shall be decided finally
by three arbitrators in an arbitration proceeding conforming to the Rules of the
American Arbitration Association applicable to commercial
arbitration.  The arbitrators shall be appointed as follows: one by
the Company, one by the Holder and the third by the said two arbitrators, or, if
they cannot agree, then the third arbitrator shall be appointed by the American
Arbitration Association.  The third arbitrator shall be chairman of
the panel and shall be impartial.  The arbitration shall take place in
Las Vegas, Nevada.  The decision of a majority of the arbitrators
shall be conclusively binding upon the parties and final, and such decision
shall be enforceable as a judgment in any court of competent
jurisdiction.  Each party shall pay the fees and expenses of the
arbitrator appointed by it, its counsel and its witnesses.  The
parties shall share equally the fees and expenses of the impartial
arbitrator.

     

    17.           Corporate Power; Authorization;
Enforceable Obligations.  The execution, delivery and
performance by the Company of this Option: (i) are within the Company’s
corporate power; (ii) have been duly authorized by all necessary or proper
corporate action; (iii) are not in contravention of the Company’s articles of
incorporation or bylaws; (iv) will not violate in any material respect, any law
or regulation, including any and all Federal and state securities laws, or any
order or decree of any court or governmental instrumentality; and (v) will not,
in any material respect, conflict with or result in the breach or termination
of, or constitute a default under any agreement or other material instrument to
which the Company is a party or by which the Company is bound.

     

    18.           Successors and
Assigns.  This Option shall inure to the benefit of and be
binding on the respective successors, assigns and legal representatives of the
Holder and the Company.

     

    *  *  *  *  *

     

    


     

    IN
WITNESS WHEREOF, the Company has caused this Option to be executed as of the
13th day of  November, 2008.

     

    STOCK-TRAK GROUP, INC.

    


    By: ___________________________

    Mitchell Rosen

    Executive
Vice President and Chief Financial Officer

    


    AGREED
AND ACCEPTED:

    


    ______________________________

    


    


    ______________________________

    Signature

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE OF
EXERCISE

    


    To:  Chief
Financial Officer

           Stock-Trak
Group, Inc.

    


    (1)           The
undersigned hereby elects to purchase ___________ shares of Common Stock of
Stock-Trak Group, Inc., pursuant to the terms of the attached Option, and
tenders herewith payment of the purchase price for such shares in full in the
following manner (please check one of the following choices):

     

               In
Cash

     

               Cashless
exercise through a broker;

     

               Delivery
of previously owned shares; or

     

               Net
Exercise

     

    (2)           In
exercising this Option, the undersigned hereby confirms and acknowledges that
the shares of Common Stock to be issued upon conversion thereof are being
acquired solely for the account of the undersigned and not as a nominee for any
other party, and for investment (unless such shares are subject to resale
pursuant to an effective prospectus), and that the undersigned will not offer,
sell or otherwise dispose of any such shares of Common Stock except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

     

    (3)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned.

     

    


    


    


    
      	
               
      

            	
              ____________________________

            


    

     

     

    
      


      
        	
                ________________________                                                                           

              	
                ____________________________

              


      

    

    
      
        	
                (Date)   

              	
                (Signature)