Qwick Media Inc.: Exhibit 4.9 - Filed by newsfilecorp.com






QWICK MEDIA INC.

2011 INCENTIVE STOCK OPTION PLAN

1.          
Purposes of the Plan.

     The purposes of this Plan are to
(i) attract and retain the best available personnel for positions of
responsibility within Qwick Media Inc. (the “Company”), (ii) provide additional
incentives to Employees of the Company, (iii) provide Directors, Consultants and
Advisors of the Company with an opportunity to acquire a proprietary interest in
the Company to encourage their continued provision of services to the Company,
and to provide such persons with incentives and rewards for superior performance
more directly linked to the profitability of the Company's business and
increases in shareholder value, and (iv) generally to promote the success of the
Company's business and the interests of the Company and all of its stockholders,
through the grant of options to purchase shares of the Company's Common Stock
and other incentives.

     Incentive benefits granted
hereunder may be either Incentive Stock Options, Non-qualified Stock Options,
stock awards, Restricted Shares or cash awards, as such terms are hereinafter
defined. The types of options or other incentives granted shall be reflected in
the terms of written agreements.

2.          
Definitions.

     As used herein, the
following definitions shall apply:

     2.1 “Board”
shall mean the Board of Directors of Qwick Media Inc.

     2.2 “Change of Control”
means a change in ownership or control of the Company effected through either of
the following transactions:

          (a)
the direct or indirect acquisition by any person or related group of persons
(other than by the Company or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Company) of beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than 50% of the total combined voting power of the Company's
outstanding securities pursuant to a tender or exchange offer made directly to
the Company's shareholders, or other transaction, in each case which the Board
does not recommend such shareholders to accept; or

          (b)
a change in the composition of the Board over a period of 24 consecutive months
or less such that a majority of the Board members (rounded up to the next whole
number) ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (i) have been Board
members continuously since the beginning of such period or (ii) have been
elected or nominated for election as Board members during such period by at least a majority of the Board members
described in clause (i) who were still in office at the time such election or
nomination was approved by the Board; or

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(c) a Corporate Transaction as defined below.

     2.3 “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder.

     2.4 “Committee” shall mean
the Committee constituting the Board in accordance with Section 4.1 of the Plan,
if one is appointed.

     2.5 “Common Stock” or
“Common Shares” shall mean (i) shares of the Common Stock, no par value,
of the Company described in the Company's Articles of Incorporation, as amended,
and (ii) any security into which Common Shares may be converted by reason of any
transaction or event of the type referred to in Section 12 of this Plan.

     2.6 “Company” shall mean
Qwick Media Inc., a Cayman Islands corporation, and shall include any parent or
subsidiary corporation of the Company as defined in Sections 424(e) and (f),
respectively, of the Code.

     2.7 “Consultants” and
“Advisors” shall include any third party retained or engaged by the
Company to provide service to the Company, including any employee of such third
party providing such services.

     2.8 “Corporate
Transaction” means any of the following shareholder-approved transactions to
which the Company is a party:

          (a)
a merger or consolidation in which the Company is not the surviving entity,
except for a transaction the principal purpose of which is to change the state
in which the Company is incorporated;

          (b)
the sale, transfer or other disposition of all or substantially all of the
assets of the Company in complete liquidation or dissolution of the Company;
or

          (c)
any reverse merger in which the Company is the surviving entity but in which
securities possessing more than 50% of the total combined voting power of the
Company's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such
merger.

     2.9 “Date of Grant” means
the date specified by the Board or the Committee on which a grant of Options,
Stock Appreciation Rights, Performance Shares of Performance Units or a grant or
sale of Restricted Shares or Deferred Shares shall become effective.

     2.10 “Deferral
Period” means the period of time during which Deferred Shares are subject to deferral limitations under Section 9.3 of this
Plan.

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     2.11 “Deferred Shares”
means an award pursuant to Section 9 of this Plan of the right to receive Common
Shares at the end of a specified Deferral Period.

     2.12
“Director” shall mean a member of the Board.

     2.13 “Effective
Date” shall have the meaning ascribed thereto in Section 6.

     2.14 “Employee” shall mean
any person, including officers and directors, employed by the Company. The
payment of a director's fee by the Company shall not be sufficient to constitute
“employment” by the Company.

     2.15 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.

     2.16 “Fair Market Value”
shall mean, with respect to the date a given Option is granted or exercised, the
value of the Common Stock determined by the Board in such manner as it may deem
equitable for Plan purposes but, in the case of an Incentive Stock Option, no
less than is required by applicable laws or regulations; provided,
however, that where there is a public market for the Common Stock, the fair
Market Value per share shall be the average of the bid and asked prices of the
Common Stock on the Date of Grant, as reported in the Wall Street Journal
(or, if not so reported, as otherwise reported by the National Association of
Securities Dealers Automated Quotation System - Small Cap or National Markets or
the National Association of Security Dealers Over the Counter Bulletin
Board).

     2.17 “Incentive Agreement”
shall mean the written agreement between the Company and the Participant
relating to Incentive Stock Options, Non-qualified Stock Options, stock awards,
Restricted Shares and cash awards granted under the Plan, and shall include an
Incentive Stock Option Agreement, Non-qualified Stock Option Agreement or other
form of Agreement which may be approved by the Board.

     2.18 “Incentive
Award” shall mean the award of one or more Incentives.

     2.19 “Incentive Stock
Option” shall mean an Option which is intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code, or any successor
provision thereto.

     2.20 “Incentives” shall
mean those incentive benefits which may be granted from time to time under the
terms of the Plan which include Incentive Stock Options, Non-qualified Stock
Options, stock awards, Restricted Shares and cash awards.

     2.21 “Management
Objectives” means the achievement of performance objectives established
pursuant to this Plan for Participants who have received grants of Performance
Shares of Performance Units or, when so determined by the Board of the
Committee, Restricted Shares.

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     2.22 “Non-qualified Stock
Option” means an Option that is not intended to qualify as a Tax-Qualified
Option.

     2.23 “Option Price” means
the purchase price payable, together with the amount of any obligation on the
part of the optionee to ensure that the exercise price for any option exercise
is accompanied by sufficient funds to satisfy any required tax withholding
obligations on the part of the Company respecting for example Canadian employees
of a Canadian affiliate of the Company upon the exercise of an Option.

     2.24 “Option” means the
right to purchase Common Shares from the Company upon the exercise of a
Non-qualified Stock Option or a Tax-Qualified Option granted pursuant to Section
7 of this Plan.

     2.25 “Optioned
Stock” shall mean the Common Stock subject to an Option.

     2.26 “Option
Term” shall have the meaning ascribed to it in Section 7.3.

     2.27 “Optionee” shall mean
an Employee, Director, Consultant or Advisor of the Company who has been granted
one or more Options.

     2.28 “Parent” shall mean a
“parent corporation,” whether now or hereafter existing, as defined in Section
424(e) of the Code.

     2.29 “Participant” means a
person who is selected by the Board or a Committee to receive benefits under
this Plan and (i) is at that time an officer, including without limitation an
officer who may also be a member of the Board, director, or other employee of,
or a Consultant or Advisor, to the Company, or (ii) has agreed to commence
serving in any such capacity.

     2.30 “Performance Period”
means, in respect of a Performance Share or Performance Unit, a period of time
established pursuant to Section 10 of this Plan within which the Management
objectives relating thereto are to be achieved.

     2.31 “Performance Share”
means a bookkeeping entry that records the equivalent of one Common Share
awarded pursuant to Section 10 of this Plan.

     2.32 “Performance Unit”
means a bookkeeping entry that records a unit equivalent to $1.00 awarded
pursuant to Section 10 of this Plan.

     2.33 “Plan” shall mean
this 2011 Incentive Stock Option Plan, as amended from time to time in
accordance with the terms hereof.

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     2.34 “Restricted Shares”
means Common Shares granted or sold pursuant to section 8 of this Plan as to
which neither the substantial risk of forfeiture nor the restrictions on
transfer referred to in Section 8.9 hereof has expired.

     2.35 “Rule 16b-3” means
Rule 16b-3, as promulgated and amended from time to time by the Securities and
Exchange Commission under the Exchange Act, or any successor rule to the same
effect.

     2.36 “Share” shall mean a
share of the Common Stock, as adjusted in accordance with Section 11 of the
Plan.

     2.37 “Subsidiary” shall
mean a “subsidiary corporation,” whether now or hereafter existing, as defined
in Section 424(f) of the Code.

     2.38 “Tax Date” shall mean
the date an Optionee is required to pay the Company an amount with respect to
tax withholding obligations in connection with the exercise of an option.

     2.39 “Tax-Qualified
Option” means an Option that is intended to qualify under particular
provisions of the Code, including without limitation an Incentive Stock
Option.

     2.40 “Termination
Date” shall have the meaning ascribed thereto in Section 6.

     2.41 “Vesting Rights”
vesting of the options granted by the Company occurs at the discretion of the
Board and in three annual stages in the absence of a specific Board Resolution,
and the stock options granted under the stock option plan are generally non
transferable other than to a legal or beneficial holder of the options upon the
option holder’s death. The rights to vested but unexercised options cease to be
effective: (1) 18 months after death of the stock options holder; (2) 6 months
after Change of Control of the Company; 12 months after loss of office due to
health related incapacity or redundancy; or (5) 12 months after the retirement
of the options holder from a position with any subsidiary of the Company. 

3.          
Common Stock Subject to the Plan.

     Subject to the provisions of
Section 11 of the Plan, the maximum aggregate number of shares which may be
optioned and sold or otherwise awarded under the Plan is Five Million Five
Hundred Seventy Thousand Six Hundred Twenty-three (5,570,623) Common Shares. Any
Common Shares available for grants and awards at the end of any calendar year
shall be carried over and shall be available for grants and awards in the
subsequent calendar year. For the purposes of this Section 3:

     3.1 Upon payment in cash of the
benefit provided by any award granted under this Plan, or upon expiration or
cancellation of any award granted under this Plan, any Common Shares that were
covered by such award shall again be available for issuance or transfer
hereunder.

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     3.2 Common Shares covered by any
award granted under this Plan shall be deemed to have been issued or
transferred, and shall cease to be available for future issuance or transfer in
respect of any other award granted hereunder, at the earlier of the time when
they are actually issued or transferred or the time when dividends or dividend
equivalents are paid thereon; provided, however, that Restricted Shares
shall be deemed to have been issued or transferred at the earlier of the time
when they cease to be subject to a substantial risk of forfeiture or the time
when dividends are paid thereon.

     3.3 Performance Units that are
granted under this Plan and are paid in Common Shares or are not earned by the
Participant at the end of the Performance Period shall be available for future
grants of Performance Units hereunder.

4.          
Administration of the Plan. 4.1 Procedure.

          (a)
The Board shall administer the Plan; provided, however, that the Board may
appoint a Committee consisting solely of two (2) or more “Non-Employee
Directors” to administer the Plan on behalf of the Board, in accordance with
Rule 16b-3.

          (b)
Once appointed, the Committee shall continue to serve until otherwise directed
by the Board. From time to time the Board may increase the size of the Committee
and appoint additional members thereof, remove members (with or without cause),
appoint new members in substitution therefor, and fill vacancies however caused;
provided, however, that at no time may any person serve on the
Committee if that person's membership would cause the committee not to satisfy
the requirements of Rule 16b-3.

          (c)
A majority of the Committee shall constitute a quorum, and the acts of the
members of the Committee who are present at any meeting thereof at which a
quorum is present, or acts unanimously approved by the members of the Committee
in writing, shall be the acts of the Committee.

          (d)
Any reference herein to the Board shall, where appropriate, encompass a
Committee appointed to administer the Plan in accordance with this Section
4.

     4.2 Power of the
Board or the Committee

          (a)
Subject to the provisions of the Plan, the Board shall have the authority, in
its discretion: (i) to grant Options or Incentive Awards to Participants; (ii)
to determine, upon review of relevant information and in accordance with Section
2.16 of the Plan, the Fair Market Value of the Common stock; (iii) to determine
the exercise price per share of Options to be granted, which exercise price
shall be determined in accordance with Section 7.14 of the Plan, and the Vesting
Rights pertaining to the Options so granted; (iv) to determine the number of


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Common Shares to be represented by each Option or Incentive
Award; (v) to determine the Participants to whom, and the time or times at
which, Options and Incentive Awards shall be granted; (vi) to interpret the
Plan; (vii) to prescribe, amend and rescind rules and regulations relating to
the Plan; (viii) to determine the terms and provisions of each Option and
Incentive Award granted (which need not be identical) and, with the consent of
the grantee thereof, modify or amend such Option or Incentive Award; (ix) to
accelerate or defer (with the consent of the grantee) the exercise date of any
Option or Incentive Award; (x) to authorize any person to execute on behalf of
the Company any instrument required to effectuate the grant of an Option or
Incentive Award previously granted by the Board; (xi) to accept or reject the
election made by a grantee pursuant to Section 7.5 of the Plan; and (xii) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.

          (b)
The Board or a Committee may delegate to an officer of the Company the authority
to make decisions pursuant to this Plan, provided that no such delegation may be
made that would cause any award or other transaction under the Plan to cease to
be exempt from Section 16(b) of the Exchange Act. A Committee may authorize any
one or more of its members or any officer of the Company to execute and deliver
documents on behalf of the Committee.

     4.3 Effect of Board or
Committee Decisions. All decisions and determinations and the interpretation
and construction by the Board or a Committee of any provision of this Plan or
any agreement, notification or document evidencing the grant of Options,
Restricted Shares, Deferred Shares, Performance Shares or Performance Units, and
any determination by the Board or a Committee pursuant to any provision of this
plan or any such agreement, notification or document, shall be final, binding
and conclusive with respect to all grantees and any other holders of any Option
or Incentive Award granted under the Plan. No member of the Board or a Committee
shall be liable for any such action taken or determination made in good
faith.

5.          
Eligibility.

     Consistent with the Plan's
purposes, Options and Incentive Awards may be granted only to such Directors,
Officers, Employees, Consultants and Advisors of the Company as determined by
the Board or a Committee. Subject to the terms of the Plan, an Employee,
Officer, Director, Consultant or advisor who has been granted an Option or
Incentive Award may, if he is otherwise eligible, be granted an additional
Option or Incentive Award. Incentive Stock Options may be granted only to those
Participants who meet the requirements applicable under Section 422 of the
Code.

6.          
Board Approval; Effective Date; Termination Date.

     The Plan shall take effect on
October 25th, 2010 (the “Effective Date”), the date on which the
Board approved the Plan. The Plan shall terminate on October 25th,
2020 (the “Termination Date”); accordingly, no Option may be granted after the
Termination Date or have an Option Term that extends beyond the Termination
Date.

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7.          
Stock Options.

     The Board or the Committee may
from time to time authorize grants to Participants of Options to purchase Common
Shares upon such terms and conditions as the Board or the Committee may
determine in accordance with the following provisions:

     7.1 Options to be
Granted; Terms.

          (a)
Options granted pursuant to this Section 7 may be Non-qualified Stock Options or
Tax-Qualified Options or combinations thereof. The Board or the Committee shall
determine the specific terms of Options.

          (b)
Each grant shall specify the period or periods of continuous employment, or
continuous engagement of the consulting or advisory services, of the Optionee by
the Company or any Subsidiary that are necessary before the Options or
installments thereof shall become exercisable.

          (c)
Any grant of a Non-qualified Stock Option may provide for the payment to the
Optionee of dividend equivalent thereon in cash or Common Shares on a current,
deferred or contingent basis, or the Board or the Committee may provide that any
dividend equivalents shall be credited against the Option Price.

     7.2 Number of Shares Subject
to Options. Each grant shall specify the number of Common Shares to which it
pertains. Successive grants may be made to the same Optionee regardless of
whether any Options previously granted to the Optionee remain unexercised.

     7.3 Term of Option; Earlier
Termination. Subject to the further provisions of this Section 7, unless
otherwise provided in the Incentive Agreement, the term (the “Option Term”) of
each Option shall be ten (10) years from the Date of Grant. In no case shall the
term of any Option go beyond the Effective Date. Notwithstanding the above, in
the case of an Incentive Stock Option granted to a Participant who, at the time
the Incentive Stock Option is granted, owns ten percent (10%) or more of the
Common Stock as such amount is calculated under Section 422(b)(6) of the Code
(“Ten Percent Stockholder”), the term of the Incentive Stock Option shall be
five (5) years from the Date of Grant thereof or such shorter time as may be
provided in the Incentive Agreement.

     7.4 Exercise
Price.

          (a)
Each grant shall specify an Option Price per Common Share for the Common Share
to be issued pursuant to exercise of an Option, which shall be determined by the
Board or the Committee, but in the case of an Incentive Stock Option shall be no
less than one hundred percent (100%) of the Fair Market Value per share on the
Date of Grant, and in the case of a Non-qualified Stock Option shall be no less
than seventy-five percent (75%) of the Fair Market Value per share on the Date
of Grant. Notwithstanding the foregoing, in the case of an Incentive Stock Option granted to a Participant who, at the
time of the grant of such Incentive Stock Option, is a Ten Percent Stockholder,
the per share exercise price shall be no less than one hundred ten percent
(110%) of the Fair Market Value per share on the Date of Grant.

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          (b)
With respect to Incentive Stock Options, the aggregate Fair Market Value
(determined as of the respective Date or Dates of Grant) of the Common Shares
for which one or more options granted to any Optionee under this Plan may for
the first time become exercisable as Incentive Stock Options under the federal
tax laws during any one calendar year (under all employee benefit plans of the
Company) shall not exceed $100,000. To the extent that the Optionee holds two or
more such options which become exercisable for the first time in the same
calendar year, the foregoing limitation on the exercisability of such options as
Incentive Stock Options under the deferral tax laws shall be applied on the
basis of the order in which such options are granted. Should the number of
Common Shares for which any Incentive Stock Option first becomes exercisable in
any calendar year exceed the applicable $100,000 limitation, then that Option
may nevertheless be exercised in such calendar year for the excess number of
Shares as a Non-qualified Stock Option under the federal tax laws.

     7.5 Payment for Shares.
The price of an exercised Option and any taxes attributable to the delivery
of Common Stock under the Plan, or portion thereof, shall be paid as
follows:

          (a)
Each grant shall specify the form of consideration to be paid in satisfaction of
the Option Price and the manner of payment of such consideration, which may
include (i) cash in the form of United States currency or check or other cash
equivalent acceptable to the Company, (ii) nonforfeitable, unrestricted Common
Shares, which are already owned by the Optionee and have a value at the time of
exercise that is equal to the Option Price, (iii) any other legal consideration
that the Board or the Committee may deem appropriate, including without
limitation any form of consideration authorized pursuant to this Section 7 on
such basis as the Board or the Committee may determine in accordance with this
Plan, and (iv) any combination of the foregoing. The Board (or Committee) in its
sole discretion may permit a so-called “cashless exercise” of the Options.

     In the event of a cashless
exercise of the Option the Company shall issue the Option holder the number of
Shares determined as follows:

X = Y (A-B)/A 

where:

X = the number of Shares to be issued
to the Optionholder.

Y = the number of Shares with respect
to which the Option is being exercised.

A = the average of the closing sale
prices of the Common Stock for the five (5) Trading Days immediately prior to
(but not including) the Date of Exercise.

B = the Exercise Price.

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          (b)
Any grant of a Non-qualified Stock Option may provide that payment of the Option
Price may also be made in whole or in part in the form of Restricted Shares or
other Common Shares that are subject to risk of forfeiture or restrictions on
transfer. Unless otherwise determined by the Board or the Committee on or after
the Date of Grant, whenever any Option Price is paid in whole or in part by
means of any of the forms of consideration specified in this Section 7.5, the
Common Shares received by the Optionee upon the exercise of the Non-qualified
Stock Option shall be subject to the same risks of forfeiture or restrictions on
transfer as those that applied to the consideration surrendered by the Optionee;
provided, however, that such risks of forfeiture and restrictions on
transfer shall apply only to the same number of Common Shares received by the
Optionee as applied to the forfeitable or restricted Common Shares surrendered
by the Optionee.

          (c)
Any grant may allow for deferred payment of the Option Price through a sale and
remittance procedure by which a Participant shall provide concurrent irrevocable
written instructions to (i) a Company-designated brokerage firm to effect the
immediate sale of the purchased Common Shares and remit to the company, out of
the sale proceeds available on the settlement date, sufficient funds to cover
the aggregate Option Price payable for the purchased Common Share, and (ii) the
Company to deliver the certificates for the purchased Common Shares directly to
such brokerage firm to complete the sale transaction.

          (d)
The Board or Committee shall determine acceptable methods for tendering Common
Stock as payment upon exercise of an Option and may impose such limitations and
prohibitions on the use of Common Stock to exercise an Option as it deems
appropriate.

     7.6 Rights as a Stockholder.
Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Common Shares, no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or the right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 11 of the Plan.

     7.7 Loans or
Installment Payments; Bonuses.

          (a)
The Board or the Committee may, in its discretion, assist any Participant in the
exercise of one or more awards under the plan, including the satisfaction of any
federal, state, local and foreign income and employment tax obligations arising
therefrom, by (i) authorizing the extension of a loan from the Company to such
Participant; or (ii) permitting the participant to pay the exercise price or
purchase price for the purchased shares in installments; or (iii) a guaranty by
the Company of a loan obtained by the Optionee from a third party; or (iv)
granting a cash bonus to the Participant to enable the Participant to pay
federal, state, local and foreign income and employment tax obligations arising from an
award.

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          (b)
Any loan or installment method of payment (including the interest rate and terms
of repayment) shall be upon such terms as the Board or the Committee specifies
in the applicable Incentive Agreement or otherwise deems appropriate under the
circumstances. Loans or installment payments may be authorized with or without
security or collateral. However, the maximum credit available to the Participant
may not exceed the exercise or purchase price of the acquired shares (less the
par value of such shares) plus any federal, state and local income and
employment tax liability incurred by the Participant in connection with the
acquisition of such shares. The amount of any bonus shall be determined by the
Board or the Committee in its sole discretion under the circumstances.

          (c)
The Board or the Committee may, in its absolute discretion, determine that one
or more loans extended under this financial assistance program shall be subject
to forgiveness by the Company in whole or in part upon such terms and conditions
as the Board or the Committee may deem appropriate; provided, however,
that the Board or the Committee shall not forgive that portion of any loan owed
to cover the par value of the Common Shares.

     7.8 Exercise of
Option.

         
(a) Procedure for Exercise.

               (i)
Any Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board, including performance criteria with
respect to the Company and/or the Optionee, and as shall be permissible under
the terms of the Plan. Unless otherwise determined by the Board at the time of
grant, an Option may be exercised in whole or in part. An Option may not be
exercised for a fraction of a share.

               (ii)
An Option shall be deemed to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Common Shares
with respect to which the Option is exercised has been received by the Company.
Full payment may, as authorized by the Board, consist of any consideration and
method of payment allowable under Section 7.5 of the Plan.

               (iii)
Exercise of an Option in any manner shall result in a decrease in the number of
Shares which thereafter may be available, both for purposes of the Plan and for
sale under the Option, by the number of Common Shares as to which the Option is
exercised.

          (b)
Termination of Status as an Employee. Unless otherwise provided in an
Incentive Agreement, if an Employee's employment by the Company is terminated,
except if such termination is voluntary or occurs due to retirement with the
consent of the Board or due to death or disability, then the Option, to the
extent not exercised, shall terminate on the date on which the Employee's
employment by the company is terminated. If an Employee's termination is voluntary or occurs due to retirement with the consent of
the Board, then the Employee may after the date such Employee ceases to be an
employee of the Company, exercise his Option at any time within three (3) months
after the date he ceases to be an Employee of the Company, but only to the
extent that he was entitled to exercise it on the date of such termination.

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 To
the extent that he was not entitled to exercise the Option at the date of such
termination, or if he does not exercise such Option (which he was entitled to
exercise) within the time specified herein, the Option shall terminate. In no
event may the period of exercise in the case of Incentive Stock Options extend
more than three (3) months beyond termination of employment.

          (c)
Disability. Unless otherwise provided in the Incentive Agreement,
notwithstanding the provisions of Section 7.8(b) above, in the event an Employee
is unable to continue his employment with the Company as a result of his
permanent and total disability (as defined in Section 22(e)(3) of the Code), he
may exercise his Option at any time within six (6) months from the date of
termination, but only to the extent he was entitled to exercise it at the date
of such termination. To the extent that he was not entitled to exercise the
Option at the date of termination, or if he does not exercise such Option (which
he was entitled to exercise) within the time specified herein, the Option shall
terminate. In no event may the period of exercise in the case of an Incentive
Stock Option extend more than six (6) months beyond the date the Employee is
unable to continue employment due to such disability.

          (d)
Death. Unless otherwise provided in the Incentive Agreement, if an
Optionee dies during the term of the Option and is at the time of his death an
Employee who shall have been in continuous status as an Employee since the date
of Grant of the Option, the Option may be exercised at any time within six (6)
months following the date of death by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that an Optionee was entitled to exercise the Option on the date of
death, or if the Optionee's estate, or person who acquired the right to exercise
the Option by bequest or inheritance, does not exercise such Option (which he
was entitled to exercise) within the time specified herein, the Option shall
terminate. In no event may the period of exercise in the case of an Incentive
Stock Option extent more than six (6) months beyond the date of the employee's
death.

     7.9 Option Reissuance. The
Board or the Committee shall have the authority to effect, at any time and from
time to time, with the consent of the affected Participant, the cancellation of
any or all outstanding Options under this Section 7 and grant in substitution
new Options under the Plan covering the same or a different number of Common
Shares but with an exercise price not less than (i) 75% of the Fair Market Value
per share on the new Date of Grant or (ii) 100% of the Fair Market Value per
share in the case of Incentive Stock Options.

     7.10 Incentive Stock Options -
Disposition of Shares. In the case of an Incentive Stock Option, a
Participant who disposes of Common Shares acquired upon exercise of such
Incentive Stock Option by sale or exchange (i) within two (2) years after the
Date of Grant of the Option, or (ii) within one (1) year after the exercise of
the Option, shall notify the Company of such disposition and the amount realized
upon such disposition.

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     7.11 Incentive Agreement.
Each grant shall be evidenced by an agreement, which shall be executed on
behalf of the Company by any officer thereof and delivered to and accepted by
the Optionee and shall contain such terms and provisions as the Board or the
Committee may determine consistent with this Plan.

8.          
Restricted Shares.

     Restricted Shares are shares of
Common Stock which are sold or transferred by the Company to a Participant at a
price which may be below their Fair Market Value, or for no payment, but subject
to restrictions on their sale or other transfer by the Participant. The transfer
of Restricted Shares and the transfer and sale of Restricted Shares shall be
subject to the following terms and conditions:

     8.1 Number of Shares. The
number of Restricted Shares to be transferred or sold by the Company to a
Participant shall be determined by the Board or Committee, if any.

     8.2 Sale Price. The Board
shall determine the prices, if any, at which Restricted Shares shall be sold to
Participant, which may vary from time to time and among Participants, and which
may be below the Fair Market Value of such shares of Common Stock on the date of
sale.

     8.3 Restrictions. All
Restricted Shares transferred or sold hereunder shall be subject to such
restrictions as the Board may determine, including, without limitation, any or
all of the following:

          (a)
a prohibition against the sale, transfer, pledge or other encumbrance of the
Restricted Shares, such prohibition to lapse at such time or times as the Board
or the Committee shall determine (whether in annual or more frequent
installments, at the time of the death, disability or retirement of the holder
of such Restricted Shares, or otherwise);

          (b)
a requirement that the holder of Restricted Shares forfeit or resell back to the
Company, at his cost, all or a part of such Restricted Shares in the event of
termination of his employment during any period in which such Restricted Shares
are subject to restrictions; and

          (c)
a prohibition against employment of the holder of such Restricted Shares by any
competitor of the Company or a subsidiary of the Company, or against such
holder's dissemination of any secret or confidential information belonging to
the Company or a subsidiary of the Company.

     8.4 Escrow. In order to
enforce the restrictions imposed by the Board pursuant to Section 8.3 above, the
Participant receiving Restricted Shares shall enter into an agreement with the
Company setting forth the conditions of the grant. Restricted Shares shall be
registered in the name of the Participant and deposited, together with a stock
power endorsed in blank, with the Company.

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     8.5 End of Restrictions.
Subject to Section 8.3, at the end of any time period during which the
Restricted Shares are subject to forfeiture and restrictions on transfer, such
Restricted Shares will be delivered, free of all restrictions, to the
Participant or to the Participant's legal representative, beneficiary or
heir.

     8.6 Stockholder. Subject
to the terms and conditions of the Plan, each Participant receiving Restricted
Shares shall have all the rights of a stockholder with respect to such shares of
stock during any period which such shares are subject to forfeiture and
restrictions on transfer, including, without limitation, the right to vote such
shares. Dividends paid in cash or property other than Common Stock with respect
to the Restricted Shares shall be paid to the Participant currently.

     8.7 Ownership of Restricted
Shares. Each grant or sale shall constitute an immediate transfer of the
ownership of the Restricted Shares to the Participant in consideration of the
performance of services, entitling such Participant to dividend, voting and
other ownership rights, subject to the “substantial risk of forfeiture” and
restrictions on transfer referred to hereinafter.

     8.8 Additional
Consideration. Each grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by the
Participant that is less than the Fair Market Value per share on the Date of
Grant.

     8.9 Substantial
Risk of Forfeiture.

          (a)
Each grant or sale shall provide that the Restricted Shares covered thereby
shall be subject to a “substantial risk of forfeiture” within the meaning of
Section 83 of the Code for a period to be determined by the Board or the
Committee on the Date of Grant.

          (b)
Each grant or sale shall provide that, during the period for which substantial
risk of forfeiture is to continue, the transferability of the Restricted Shares
shall be prohibited or restricted in the manner and to the extent prescribed by
the Board or the Committee on the Date or Grant. Such restrictions may include
without limitation rights of repurchase or first refusal in the Company or
provisions subjecting the Restricted Shares to a continuing substantial risk of
forfeiture in the hands of any transferee.

     8.10 Dividends. Any grant
or sale may require that any or all dividends or other distributions paid on the
Restricted Shares during the period of such restrictions be automatically
sequestered and reinvested on an immediate or deferred basis in additional
Common Shares, which may be subject to the same restrictions as the underlying
award or such other restrictions as the Board of the Committee may
determine.

     8.11 Additional Grants.
Successive grants or sales may be made to the same Participant regardless of
whether any Restricted Shares previously granted or sold to a Participant remain
restricted.

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9.          
Deferred Shares.

     The Board or the Committee may
authorize grants or sales of Deferred Shares to Participants upon such terms and
conditions as the Board or the Committee may determine in accordance with the
following provisions:

     9.1 Performance Conditions.
Each grant or sale shall constitute the agreement by the Company to issue or
transfer Common Shares to the Participant in the future in consideration of the
performance of services, subject to the fulfillment during the Deferral Period
of such conditions as the Board or the Committee may specify.

     9.2 Additional
Consideration. Each grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by the
participant that is less than the Fair Market Value per shares on the Date of
Grant.

     9.3 Deferral Period. Each
grant or sale shall provide that the Deferred Shares covered thereby shall be
subject to a Deferral Period, which shall be fixed by the Board or the Committee
on the Date of Grant.

     9.4 Ownership of Shares.
During the Deferral Period, the Participant shall not have any right to
transfer any rights under the subject award, shall not have any rights of
ownership in the Deferred Shares and shall not have any right to vote the
Deferred Shares, but the Board or the Committee may on or after the Date of
Grant authorize the payment of dividend equivalents on the Deferred Shares in
cash or additional Common Shares on a current, deferred or contingent basis.

     9.5 Additional Grants.
Successive grants or sales may be made to the same Participant regardless of
whether any Deferred Shares previously granted or sold to a Participant have
vested.

     9.6 Agreement. Each grant
or sale shall be evidenced by an agreement, which shall be executed on behalf of
the Company by any officer thereof and delivered to and accepted by the
Participant and shall contain such terms and provisions as the Board or the
Committee may determine consistent with this Plan.

10.          
Performance Shares and Performance Units.

     The Board or the Committee may
authorize grants of Performance Shares and Performance Units, which shall become
payable to the Participant upon the achievement of specified Management
Objectives, upon such terms and conditions as the Board or the Committee may
determine in accordance with the following provisions:

     10.1 Number.
Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to
adjustment to reflect changes in compensation or other factors.

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     10.2 Performance Period.
The Performance Period with respect to each Performance Share or Performance
Unit shall be determined by the Board or the Committee on the Date of Grant.

     10.3 Management
Objectives.

          (a)
Each grant shall specify the Management Objectives that are to be achieved by
the Participant, which may be described in terms of Company-wide objectives or
objectives that are related to the performance of the individual Participant or
the Subsidiary, division, department or function within the Company or
Subsidiary in which the Participant is employed or with respect to which the
participant provides consulting services.

          (b)
Each grant shall specify in respect of the specified Management Objectives a
minimum acceptable level of achievement below which no payment will be made and
shall set forth a formula for determining the amount of any payment to be made
if performance is at or above the minimum acceptable level but falls short of
full achievement of the specified Management Objectives.

         
(c) The Board or the Committee may adjust Management Objectives and the
related minimum acceptable level of achievement if, in the sole judgment of the
Board or the Committee, events or transactions have occurred after the Date of
Grant that are unrelated to the performance of the Participant and result in
distortion of the Management Objectives or the related minimum acceptable level
of achievement.

     10.4
Payment.

          (a)
Each grant shall specify the time and manner of payment of Performance Shares or
Performance Units that shall have been earned, and any grant may specify that
any such amount may be paid by the Company in cash, Common Shares or any
combination thereof and may either grant to the Participant or reserve to the
Board or the Committee the right to elect among those alternatives.

          (b)
Any grant of Performance Shares may specify that the amount payable with respect
thereto may not exceed a maximum specified by the Board or the Committee on the
Date of Grant. Any grant of Performance Units may specify that the amount
payable, on the number of Common Shares issued, with respect thereto may not
exceed maximums specified by the Board or the Committee Shares on the Date of
Grant.

     10.5 Dividends. On or
after the Date of Grant of Performance Shares, the Board or the Committee may
provide for the payment to the Participant of dividend equivalents thereon in
cash or additional Common Shares on a current, deferred or contingent basis.

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     10.6 Additional Grants.
Successive grants may be made to the same Participant regardless of whether any
Performance Shares or Performance Units granted to any Participant have
vested.

     10.7 Agreement. Each grant
shall be evidenced by an agreement, which shall be executed on behalf of the
Company by any officer thereof and delivered to and accepted by the Participant
and shall contain such terms and provisions as the Board or the Committee may
determine consistent with this Plan.

11.          
Adjustments Upon Changes in Capitalization or Merger.

     Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Incentive Award, and the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Options nor Incentive Awards have yet been granted or which have been returned
to the Plan upon cancellation or expiration of an Option or Incentive Award, as
well as the price per share of Common Stock covered by each such outstanding
Option or Incentive Award, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.”
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof, shall be made with respect to the number or price of shares
of Common Stock subject to an Option or Incentive Award.

     In the event of the proposed
dissolution or liquidation of the Company, all Options and Incentive Awards will
terminate immediately prior to the consummation of such proposed action unless
otherwise provided by the Board. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option or Incentive Award shall
terminate as of a date fixed by the Board and give each holder the right to
exercise of its sole discretion in such instances, declare that any Option or
Incentive Award shall terminate as of a date fixed by the Board and give each
holder the right to exercise his Option or Incentive Award as to all or any part
thereof, including Shares as to which the Option or Incentive Award would not
otherwise be exercisable. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the Option or Incentive Award shall be assumed
or an equivalent Option or Incentive Award shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the holder shall have the right to
exercise the Option or Incentive Award as to all of the Shares, including 

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Shares as to which the Option or Incentive Award would not
otherwise be exercisable. If the Board makes an Option or Incentive Award
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Board shall notify the holder that the Option or Incentive
Award shall be fully exercisable for a period of sixty (60) days from the date
of such notice (but not later than the expiration of the term of the Option or
Incentive Award), and the Option or Incentive Award will terminate upon the
expiration of such period.

12.          
Transferability.

     Except to the extent otherwise
expressly provided in the Plan, the right to acquire Common Shares or other
assets under the Plan may not be assigned, encumbered or otherwise transferred
by a Participant and any attempt by a Participant to do so will be null and
void. No Option or Incentive Award granted under this Plan may be transferred by
a Participant except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, as amended, or the rules thereunder.
Options and other awards granted under this Plan may not be exercised during a
Participant's lifetime except by the Participant or, in the event of the
Participant's legal incapacity, by his guardian or legal representative acting
in a fiduciary capacity on behalf of the Participant under state law and court
supervision.

13.          
Time of Granting Incentives.

     The Date of Grant of an Option or
Incentive Award shall, for all purposes, be the date on which the Board or
Committee makes the determination granting such Option or Incentive Award.
Notice of the determination shall be given to each Participant to whom an Option
or Incentive Award is so granted within a reasonable time after the date of such
grant.

14.          
Amendment and Termination of the Plan.

     14.1 The Board may amend or
terminate the Plan from time to time in such respects as the Board may deem
advisable; provided, however, that the following revisions or amendments shall
require approval of the holders of a majority of the outstanding Shares of the
Company entitled to vote thereon, to the extent required by law, rule or
regulation:

          (a)
Any increase in the number of Shares subject to the Plan, other than in
connection with an adjustment under Section 11 of the Plan;

          (b)
Any change in the designation of the persons eligible (or any change in the
class of Employees eligible, in the case of Incentive Stock Options) to be
granted Options or Incentive Awards involving Shares; or

          (c)
If the Company has a class of equity security registered under Section 12 of the
Exchange Act at the time of such revision or amendment, any material increase in
the benefits accruing to participants under the Plan.

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     14.2 Notwithstanding the
foregoing, stockholder approval under this Section 14 shall only be required at
such time as (A) any rules of the National Association of Securities Dealers'
Automated Quotation System-National Market System shall require stockholder
approval of a plan or arrangement pursuant to which Common Stock may be acquired
by officers or directors of the Company, and/or (B) any rule or regulation
promulgated by the Securities and Exchange Commission, or (C) if Section 422 of
the Code shall require shareholder approval of an amendment to the Plan.

     14.3 Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

     14.4 Notwithstanding the
foregoing, this Plan shall terminate upon the earlier of (i) October 25,
2020 or such earlier date as the Board shall determine, or (ii) the date on
which all awards available for issuance in the last year of the Plan shall have
been issued or canceled. Upon termination of the Plan, no further awards may be
granted, but all grants outstanding on such date shall thereafter continue to
have force and effect in accordance with the provisions of the agreements
evidencing such grants.

15.          
Withholding Taxes.

     The Company is authorized to
withhold income taxes as required under applicable laws or regulations. To the
extent that the Company is required to withhold federal, state, local or foreign
taxes in connection with any payment made or benefit realized by a Participant
or other person under this Plan, and the amounts available to the Company for
the withholding are insufficient, it shall be a condition to the receipt of any
such payment or the realization of any such benefit that the Participant or such
other person make arrangements satisfactory to the Company for payment of the
balance of any taxes required to be withheld. At the discretion of the Board or
the Committee, any such arrangements may without limitation include
relinquishment of a portion of any such payment or benefit or the surrender of
outstanding Common Shares. The Company and any Participant or such other person
may also make similar arrangements with respect to the payment of any taxes with
respect to which withholding is not required.

16.          
Corporate Transaction or Change of Control.

     The Board or the Committee shall
have the right in its sole discretion to include with respect to any award
granted to a Participant hereunder provisions accelerating the benefits of the
award in the event of a Corporate Transaction or Change of Control, which
acceleration rights may be granted in connection with an award pursuant to the
agreement evidencing the same or at any time after an award has been granted to
a Participant.

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17.          
Miscellaneous Provisions.

     17.1 Plan Expense. Any
expenses of administering this Plan shall be borne by the Company.

     17.2 Construction of Plan.
The place of administration of the Plan shall be in the Cayman Islands, and the
validity, construction, interpretation, administration and effect of the Plan
and of its rules and regulations, and rights relating to the Plan, shall be
determined in accordance with the laws of the Cayman Islands without regard to
conflict of law principles and, where applicable, in accordance with the
Code.

     17.3 Other Compensation.
The Board or the Committee may condition the grant of any award or
combination of awards authorized under this Plan on the surrender or deferral by
the Participant of his or her right to receive a cash bonus or other
compensation otherwise payable by the Company or a Subsidiary to the
Participant.

     17.4 Continuation of
Employment or Services. This Plan shall not confer upon any Participant any
right with respect to continuance of employment or other service with the
Company or any Subsidiary and shall not interfere in any way with any right that
the Company or any Subsidiary would otherwise have to terminate any
Participant's employment or other service at any time. Nothing contained in the
Plan shall prevent the Company or any Subsidiary from adopting other or
additional compensation arrangements for its employees.

     17.5 Tax-Qualified
Options. To the extent that any provision of this Plan would prevent any
Option that was intended to qualify as a Tax-Qualified Option from so
qualifying, any such provision shall be null and void with respect to any such
Option; provided, however, that any such provision shall remain in effect
with respect to other Options, and there shall be no further effect on any
provision of this Plan.

     17.6 Certain Terminations of
Employment or Consulting Services, Hardship and Approved Leaves of Absence.
Notwithstanding any other provision of this Plan to the contrary, in the
event of termination of employment or consulting services by reason of death,
disability, normal retirement, early retirement with the consent of the Company,
termination of employment or consulting services to enter public or military
service with the consent of the Company or leave of absence approved by the
Company, or in the event of hardship or other special circumstances, of a
Participant who holds an Option that is not immediately and fully exercisable,
any Restricted Shares as to which the substantial risk of forfeiture or the
prohibition or restriction on transfer has not lapsed, any Performance Shares or
Performance Units that have not been fully earned, or any Common Shares that are
subject to any transfer restriction pursuant to Section 8 of this Plan, the
Board or the Committee may take any action that it deems to be equitable under
the circumstances or in the best interest of the Company, including without
limitation waiving or modifying any limitation or requirement with respect to
any award under this Plan.

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     17.7 Binding Effect. The
provisions of the Plan shall inure to the benefit of, and be binding upon, the
Company and its successors or assigns, and the Participants, their legal
representatives, their heirs or legacees and their permitted assignees.

     17.8 Exchange Act Compliance.
With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provisions of the Plan or action by the Board or the Committee fails to so
comply, they shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board or the Committee.

     17.9 Conditions
upon Issuance of Shares.

          (a)
Shares shall not be issued pursuant to the exercise of an Option or Incentive
Award unless the exercise of such Option or Incentive Award and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

          (b)
As a condition to the exercise of an Option or Incentive Award, the Company may
require the person exercising such Option or Incentive Award to represent and
warrant at the time of any such exercise that the Shares are being purchased or
otherwise acquired only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company such a
representation is required by any of the aforementioned relevant provisions of
law.

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

     17.10 Fractional Shares.
The Company shall not be required to issue any fractional Common Shares pursuant
to this Plan. The Board or the Committee may provide for the elimination of
fractions or for the settlement thereof in cash.

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

     17.12 Indemnification. In
addition to such other rights of indemnification as they may have as members of
the Board, the members of the Board and of the Committee shall be indemnified by
the Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may
be party by 

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reason of any action taken or failure to act under or in
connection with the Plan or any Option or Incentive Award, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except a
judgment based upon a finding of bad faith; provided that upon the institution
of any such action, suit or proceeding a Board member or Committee member shall,
in writing, give the Company notice thereof and an opportunity, at its own
expense, to handle and defend the same before such Board member or Committee
member undertakes to handle and defend it on his own behalf.

     17.13 Gender. For purposes
of this Plan, words used in the masculine gender shall include the feminine and
neuter, and the singular shall include the plural and vice versa, as
appropriate.

     17.14 Use of Proceeds. Any
cash proceeds received by the Company from the sale of Common Shares under the
Plan shall be used for general corporate purposes.

     17.15 Regulatory
Approvals.

          (a)
The implementation of the Plan, the granting of any awards under the Plan and
the issuance of any Common Shares shall be subject to the Company's procurement
of all approvals and permits required by regulatory authorities having
jurisdiction over the Plan, the awards granted under it and the Common Shares
issued pursuant to it.

          (b)
No Common Shares or other assets shall be issued or delivered under this Plan
unless and until there shall have been compliance with all applicable
requirements of federal and state securities laws, including the filing and
effectiveness of the Form S-8 registration statement for the Common Shares
issuable under the Plan, and all applicable listing requirements of any
securities exchange on which the Common Shares are then listed for trading.

     17.16 Other Tax Matters.
Reference herein to the Code and any described tax consequences related to the
Plan or the granting or exercise of an award hereunder pertain only to those
persons (including any Canadian affiliates of the Company) subject to the tax
laws of Canada, the United States of America or any state or territory thereof
and include all amendments to the Income Tax Act or Code enacted hereafter.

Approved by Qwick Media Inc.

	Per:	 	 
	 	 	 
	 	 	 
	Per:	 	 


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