Exhibit 10.13 





DISABOOM, INC. 
2008 STOCK OPTION PLAN 



        1.       Purposes
of and Benefits Under the Plan. This 2008 Stock Option Plan (the           “Plan”)
is intended to encourage stock ownership by employees,           consultants and
directors of Disaboom, Inc. and its controlled, affiliated and           subsidiary
entities (collectively, the “Corporation”), so that they           may acquire
or increase their proprietary interest in the Corporation, and is           intended to
facilitate the Corporation’s efforts to: (i) induce qualified           persons to
become employees, officers and directors (whether or not they are           employees)
and consultants to the Corporation; (ii) compensate employees,           officers,
directors and consultants for services to the Corporation; and (iii)           encourage
such persons to remain in the employ of or associated with the           Corporation and
to put forth maximum efforts for the success of the Corporation.           It is further
intended that options granted by the Committee pursuant to Section           6 of this
Plan shall constitute “incentive stock options”          (“Incentive Stock
Options”) within the meaning of Section 422 of the           Internal Revenue Code,
and the regulations issued thereunder, and options           granted by the Committee
pursuant to Section 7 of this Plan shall constitute           “non-qualified stock
options” (“Non-qualified Stock           Options”). The term “Options” includes
both Incentive Stock           Options and Non-qualified Stock Options.  





        2.       Definitions.
As used in this Plan, the following words and phrases shall           have the meanings
indicated:  





        
        (a)              “Board” shall
mean the Board of Directors of the Corporation.  





        
        (b)              “Bonus” means
any Common Stock bonus issued pursuant to the provisions           of this Plan.  





        
        (c)              “Committee” shall
mean any Committee appointed by the Board to           administer this Plan, if one has
been appointed. If no Committee has been           appointed, the term “Committee” shall
mean the Board.  





        
        (d)              “Common
Stock” shall mean the Corporation’s $0.0001 par value           common stock.  





        
        (e)              “Disability” shall
mean a Recipient’s inability to engage in any           substantial gainful activity
by reason of any medically determinable physical or           mental impairment that can
be expected to result in death or that has lasted or           can be expected to last
for a continuous period of not less than 12 months. If           the Recipient has a
disability insurance policy, the term “Disability”          shall be as defined
therein.  





        
        (f)              “Fair
Market Value” per share as of a particular date shall mean the           last sale
price of the Corporation’s Common Stock as reported on a national
          securities exchange or by NASDAQ, or if the quotation for the last sale
reported           is not available for the Corporation’s Common Stock, the average
of the           closing bid and asked prices of the Corporation’s Common Stock as
so           reported or, if such quotations are unavailable, the value determined by the
          Committee in accordance with its discretion in making a bona fide, good faith
          determination of fair market value. Fair Market Value shall be determined
          without regard to any restriction other than a restriction which, by its terms,
          never will lapse. In the case of Options and Bonuses granted at a time when the
          Corporation does not have a registration statement in effect relating to the
          shares issuable hereunder, the value at which the Bonus shares are issued may
be           determined by the Committee at a reasonable discount from Fair Market Value
to           reflect the restricted nature of the shares to be issued and the inability
of           the Recipient to sell those shares promptly.  















        
        (g)              “Recipient” means
any person granted an Option or awarded a Bonus           hereunder.  





        
        (h)              “Internal
Revenue Code” shall mean the United States Internal Revenue           Code of 1986,
as amended from time to time (codified as Title 26 of the United           States Code)
and any successor legislation.  





        3.       
Administration.  





        
        (a)              The
Plan shall be administered by the Committee. The Committee shall have the
          authority in its discretion, subject to and not inconsistent with the express
          provisions of the Plan, to administer the Plan and to exercise all the powers
          and authorities either specifically conferred under the Plan or necessary or
          advisable in the administration of the Plan, including the authority: to grant
          Options and Bonuses; to determine the vesting schedule and other restrictions,
          if any, relating to Options and Bonuses; to determine the purchase price of the
          shares of Common Stock covered by each Option (the “Option Price”);
to           determine the persons to whom, and the time or times at which, Options and
          Bonuses shall be granted; to determine the number of shares to be covered by
          each Option or Bonus; to determine Fair Market Value per share; to interpret
the           Plan; to prescribe, amend and rescind rules and regulations relating to the
          Plan; to determine the terms and provisions of the Option agreements (which
need           not be identical) entered into in connection with Options granted under
the           Plan; and to make all other determinations deemed necessary or advisable
for the           administration of the Plan. The Committee may delegate to one or more
of its           members or to one or more agents such administrative duties as it may
deem           advisable, and the Committee or any person to whom it has delegated duties
as           aforesaid may employ one or more persons to render advice with respect to
any           responsibility the Committee or such person may have under the Plan.  





        
        (b)              Options
and Bonuses granted under the Plan shall be evidenced by duly adopted
          resolutions of the Committee included in the minutes of the meeting at which
          they are adopted or in a unanimous written consent.  





        
        (c)              The
Committee shall endeavor to administer the Plan and grant Options and           Bonuses
hereunder in a manner that is compatible with the obligations of persons
          subject to Section 16 of the U.S. Securities Exchange Act of 1934 (the
          “1934 Act”), although compliance with Section 16 is the obligation of
          the Recipient, not the Corporation. Neither the Committee, the Board nor the
          Corporation can assume any legal responsibility for a Recipient’s
          compliance with his obligations under Section 16 of the 1934 Act.  





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        (d)              No
member of the Committee or the Board shall be liable for any action taken or
          determination made in good faith with respect to the Plan or any Option or
Bonus           granted hereunder.  





        
4.       Eligibility.  





        
        (a)              Subject
to certain limitations hereinafter set forth, Options and Bonuses may be
          granted to employees (including officers) and consultants to and directors
          (whether or not they are employees) of the Corporation or its present or future
          divisions, affiliates and subsidiaries. In determining the persons to whom
          Options or Bonuses shall be granted and the number of shares to be covered by
          each Option or Bonus, the Committee shall take into account the duties of the
          respective persons, their present and potential contributions to the success of
          the Corporation, and such other factors as the Committee shall deem relevant to
          accomplish the purposes of the Plan.  





        
        (b)              A
Recipient shall be eligible to receive more than one grant of an Option or
          Bonus during the term of the Plan, on the terms and subject to the restrictions
          herein set forth.  





        5.       Stock
Reserved.  





        
        (a)              The
stock subject to Options or Bonuses hereunder shall be shares of Common           Stock.
Such shares, in whole or in part, may be authorized but unissued shares           or
shares that shall have been or that may be reacquired by the Corporation. The
          aggregate number of shares of Common Stock as to which Options and Bonuses may
          be granted from time to time under the Plan shall not exceed 3,000,000 subject
          to adjustment as provided in Section 8(i) hereof.  





        
        (b)              If
any Option outstanding under the Plan for any reason expires or is terminated
          without having been exercised in full, or if any Bonus granted is forfeited
          because of vesting or other restrictions imposed at the time of grant, the
          shares of Common Stock allocable to the unexercised portion of such Option or
          the forfeited portion of the Bonus shall become available for subsequent grants
          of Options and Bonuses under the Plan.  





        6.       Incentive
Stock Options.  





        
        (a)              Options
granted pursuant to this Section 6 are intended to constitute Incentive           Stock
Options and shall be subject to the following special terms and           conditions, in
addition to the general terms and conditions specified in Section           8 hereof.
Only employees of the Corporation shall be entitled to receive           Incentive Stock
Options.  





        
        (b)              The
aggregate Fair Market Value (determined as of the date the Incentive Stock
          Option is granted) of the shares of Common Stock with respect to which
Incentive           Stock Options granted under this and any other plan of the
Corporation or any           parent or subsidiary of the Corporation are exercisable for
the first time by a           Recipient during any calendar year may not exceed the
amount set forth in           Section 422(d) of the Internal Revenue Code.  





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        (c)              Incentive
Stock Options granted under this Plan are intended to satisfy all           requirements
for incentive stock options under Section 422 of the Internal           Revenue Code and
the Treasury Regulations promulgated thereunder and,           notwithstanding any other
provision of this Plan, the Plan and all Incentive           Stock Options granted under
it shall be so construed, and all contrary           provisions shall be so limited in
scope and effect and, to the extent they           cannot be so limited, they shall be
void.  





        7.       Non-qualified
Stock Options. Options granted pursuant to this Section 7           are intended to
constitute Non-qualified Stock Options and shall be subject only           to the general
terms and conditions specified in Section 8 hereof.  





        8.       Terms
and Conditions of Options. Each Option granted pursuant to the Plan           shall
be evidenced by a written Option agreement between the Corporation and the
          Recipient, which agreement shall be substantially in the form of Exhibit
          A hereto as modified from time to time by the Committee in its discretion,
          and which shall comply with and be subject to the following terms and
          conditions:  





        
        (a)    Number
of Shares. Each Option Agreement shall state the number of shares           of Common
Stock covered by the Option.  





        
        (b)    Type
of Option. Each Option Agreement shall specifically identify the           portion,
if any, of the Option which constitutes an Incentive Stock Option and           the
portion, if any, which constitutes a Non-qualified Stock Option.  





        
        (c)    Option
Price. Subject to adjustment as provided in Section 8 (i) hereof,           each
Option agreement shall state the Option Price, which shall be determined by           the
Committee subject only to the following restrictions:  





        
        
        (1)              Each
Option Agreement shall state the Option Price, which (except as otherwise           set
forth in paragraphs 8(c)(2) and (3) hereof) shall not be less than 100% of           the
Fair Market Value per share on the date of grant of the Option.  





        
        
        (2)              Any
Incentive Stock Option granted under the Plan to a person owning more than           ten
percent of the total combined voting power of the Common Stock shall be at a
          price of no less than 110% of the Fair Market Value per share on the date of
          grant of the Incentive Stock Option.  





        
        
        (3)              Any
Non-qualified Stock Option granted under the Plan shall be at a price no           less
than 80% of the Fair Market Value per share on the date of grant of the
          Non-qualified Stock Option.  





        
        
        (4)              The
date on which the Committee adopts a resolution expressly granting an Option
          shall be considered the day on which such option is granted, unless a future
          date is specified in the resolution.  





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        (d)    Term
of Option. Each Option agreement shall state the period during and           times at
which the Option shall be exercisable, in accordance with the following
          limitations:  





        
        
        (1)              The
date on which the Committee adopts a resolution expressly granting an Option
          shall be considered the day on which such Option is granted, unless a future
          date is specified in the resolution, although any such grant shall not be
          effective until the Recipient has executed an Option agreement with respect to
          such Option.  





        
        
        (2)              The
exercise period of any Option shall not exceed ten years from the date of           grant
of the Option.  





        
        
        (3)              Incentive
Stock Options granted to a person owning more than ten percent of the           total
combined voting power of the Common Stock of the Corporation shall be for           no
more than five years.  





        
        
        (4)              The
Committee shall have the authority to accelerate or extend the           exercisability
of any outstanding Option at such time and under such           circumstances as it, in
its sole discretion, deems appropriate. In any event, no           exercise period may be
so extended to increase the term of the Option beyond ten           years from the date
of the grant.  





        
        
        (5)              The
exercise period shall be subject to earlier termination as provided in           Sections
8(f) and 8(g) hereof, and, furthermore, shall be terminated upon           surrender of
the Option by the holder thereof if such surrender has been           authorized in
advance by the Committee.  





        
        (e)    Method
of Exercise and Medium and Time of Payment.  





        
        
        (1)              An
Option may be exercised as to any or all whole shares of Common Stock as to
          which it then is exercisable, provided, however, that no Option may be
exercised           as to less than 100 shares (or such number of shares as to which the
Option is           then exercisable if such number of shares is less than 100).  





        
        
        (2)              Each
exercise of an Option granted hereunder, whether in whole or in part, shall           be
effected by written notice to the Secretary of the Corporation designating           the
number of shares as to which the Option is being exercised, and shall be
          accompanied by payment in full of the Option Price for the number of shares so
          designated, together with any written statements required by, or deemed by the
          Corporation’s counsel to be advisable pursuant to, any applicable
          securities laws.  





        
        
        (3)              The
Option Price shall be paid in cash, or in shares of Common Stock having a           Fair
Market Value equal to such Option Price, or in property or in a combination           of
cash, shares and property and, subject to approval of the Committee, may be
          effected in whole or in part with funds received from the Corporation at the
          time of exercise as a compensatory cash payment.  





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        (4)              The
Committee shall have the sole and absolute discretion to determine whether           or
not property other than cash or Common Stock may be used to purchase the           shares
of Common Stock hereunder and, if so, to determine the value of the           property
received.  





        
        
        (5)              The
Recipient shall make provision for the withholding of taxes as required by
          Section 10 hereof.  





        
        (f)    Termination.  





        
        
        (1)              Unless
otherwise provided in the Option Agreement by and between the Corporation           and
the Recipient, if the Recipient ceases to be an employee, officer, director           or
consultant of the Corporation (other than by reason of death, Disability or
          retirement), all Options theretofore granted to such Recipient but not
          theretofore exercised shall terminate three months following the date the
          Recipient ceased to be an employee, officer, director or consultant of the
          Corporation, and shall terminate upon the date of termination of employment or
          other relationship if discharged for cause.  





        
        
        (2)              Nothing
in the Plan or in any Option or Bonus granted hereunder shall confer           upon an
individual any right to continue in the employ of or other relationship           with
the Corporation or interfere in any way with the right of the Corporation           to
terminate such employment or other relationship between the individual and           the
Corporation.  





        
        (g)    Death,
Disability or Retirement of Recipient. Unless otherwise provided           in the
Option Agreement by and between the Corporation and the Recipient, if a
          Recipient shall die while an employee, officer, director or consultant of the
          Corporation, or within ninety days after the termination of such Recipient as
an           employee, officer, director or consultant, other than termination for cause,
or           if the Recipient’s relationship with the Corporation shall terminate by
          reason of Disability or retirement, all Options theretofore granted to such
          Recipient (whether or not otherwise exercisable) unless earlier terminated in
          accordance with their terms, may be exercised by the Recipient or by the
          Recipient’s estate or by a person who acquired the right to exercise such
          Options by bequest or inheritance or otherwise by reason of the death or
          Disability of the Recipient, at any time within one year after the date of
          death, Disability or retirement of the Recipient; provided, however, that in
the           case of Incentive Stock Options such one-year period shall be limited to
three           months in the case of retirement.  





        
        (h)    Transferability
Restriction.  





        
        
        (1)              Options
granted under the Plan shall not be transferable other than by will or           by the
laws of descent and distribution or pursuant to a qualified domestic           relations
order as defined by the Internal Revenue Code or Title I of the           Employee
Retirement Income Security Act of 1974, or the rules thereunder.           Options may be
exercised during the lifetime of the Recipient only by the           Recipient and
thereafter only by his legal representative.  





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        (2)              Any
attempted sale, pledge, assignment, hypothecation or other transfer of an
          Option contrary to the provisions hereof and/or the levy of any execution,
          attachment or similar process upon an Option, shall be null and void and
without           force or effect and shall result in a termination of the Option.  





        
        (3)              (A)
As a condition to the transfer of any shares of Common Stock issued upon
          exercise of an Option granted under this Plan, the Corporation may require an
          opinion of counsel, satisfactory to the Corporation, to the effect that such
          transfer will not be in violation of the U.S. Securities Act of 1933, as
amended           (the “1933 Act”) or any other applicable securities laws or
that such           transfer has been registered under federal and all applicable state
securities           laws. (B) Further, the Corporation shall be authorized to refrain
from           delivering or transferring shares of Common Stock issued under this Plan
until           the Committee determines that such delivery or transfer will not violate
          applicable securities laws and the Recipient has tendered to the Corporation
any           federal, state or local tax owed by the Recipient as a result of exercising
the           Option or disposing of any Common Stock when the Corporation has a legal
          liability to satisfy such tax. (C) The Corporation shall not be liable for
          damages due to delay in the delivery or issuance of any stock certificate for
          any reason whatsoever, including, but not limited to, a delay caused by listing
          requirements of any securities exchange or any registration requirements under
          the 1933 Act, the 1934 Act, or under any other state, federal or provincial
law,           rule or regulation. (D) The Corporation is under no obligation to take any
          action or incur any expense in order to register or qualify the delivery or
          transfer of shares of Common Stock under applicable securities laws or to
          perfect any exemption from such registration or qualification. (E) Furthermore,
          the Corporation will not be liable to any Recipient for failure to deliver or
          transfer shares of Common Stock if such failure is based upon the provisions of
          this paragraph.  





        
        (i)    Effect
of Certain Changes.  





        
        
        (1)              If
there is any change in the number of shares of outstanding Common Stock           through
the declaration of stock dividends, or through a recapitalization           resulting in
stock splits or combinations or exchanges of such shares, the           number of shares
of Common Stock available for Options and the number of such           shares covered by
outstanding Options, and the exercise price per share of the           outstanding
Options, shall be proportionately adjusted by the Committee to           reflect any
increase or decrease in the number of issued shares of Common Stock;           provided,
however, that any fractional shares resulting from such adjustment           shall be
eliminated.  





        
        
        (2)              In
the event of the proposed dissolution or liquidation of the Corporation, or           any
corporate separation or division, including, but not limited to, split-up,
          split-off or spin-off, or a merger or consolidation of the Corporation with
          another corporation, the Committee may provide that the holder of each Option
          then exercisable shall have the right to exercise such Option (at its then
          current Option Price) solely for the kind and amount of shares of stock and
          other securities, property, cash or any combination thereof receivable upon
such           dissolution, liquidation, corporate separation or division, or merger or
          consolidation by a holder of the number of shares of Common Stock for which
such           Option might have been exercised immediately prior to such dissolution,
          liquidation, corporate separation or division, or merger or consolidation; or,
          in the alternative the Committee may provide that each Option granted under the
          Plan shall terminate as of a date fixed by the Committee; provided, however,
          that not less than 30 days’ written notice of the date so fixed shall be
          given to each Recipient, who shall have the right, during the period of 30 days
          preceding such termination, to exercise the Option as to all or any part of the
          shares of Common Stock covered thereby, including shares as to which such
Option           would not otherwise be exercisable.  





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        (3)              Paragraph
2 of this Section 8 (i) shall not apply to a merger or consolidation           in which
the Corporation is the surviving corporation and shares of Common Stock           are not
converted into or exchanged for stock, securities of any other           corporation,
cash or any other thing of value. Notwithstanding the preceding           sentence, in
case of any consolidation or merger of another corporation into the           Corporation
in which the Corporation is the surviving corporation and in which           there is a
reclassification or change (including a change to the right to           receive cash or
other property) of the shares of Common Stock (excluding a           change in par value,
or from no par value to par value, or any change as a           result of a subdivision
or combination, but including any change in such shares           into two or more
classes or series of shares), the Committee may provide that           the holder of each
Option then exercisable shall have the right to exercise such           Option solely for
the kind and amount of shares of stock and other securities           (including those of
any new direct or indirect parent of the Corporation),           property, cash or any
combination thereof receivable upon such reclassification,           change,
consolidation or merger by the holder of the number of shares of Common           Stock
for which such Option might have been exercised.  





        
        
        (4)              In
the event of a change in the Common Stock of the Corporation as presently
          constituted into the same number of shares with a differentpar value,
          the shares resulting from any such change shall be deemed to be the Common
Stock           of the Corporation within the meaning of the Plan.  





        
        
        (5)              To
the extent that the foregoing adjustments relate to stock or securities of           the
Corporation, such adjustments shall be made by the Committee, whose
          determination in that respect shall be final, binding and conclusive, provided
          that each Incentive Stock Option granted pursuant to this Plan shall not be
          adjusted in a manner that causes such option to fail to continue to qualify as
          an Incentive Stock Option within the meaning of Section 422 of the Internal
          Revenue Code.  





        
        
        (6)              Except
as expressly provided in this Section 8(i), the Recipient shall have no           rights
by reason of any subdivision or consolidation of shares of stock of any           class,
or the payment of any stock dividend or any other increase or decrease in           the
number of shares of stock of any class, or by reason of any dissolution,
          liquidation, merger, or consolidation or spin-off of assets or stock of another
          corporation; and any issue by the Corporation of shares of stock of any class,
          or securities convertible into shares of stock of any class, shall not 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. The grant of an Option
          pursuant to the Plan shall not affect in any way the right or power of the
          Corporation to make adjustments, reclassifications, reorganizations or changes
          of its capital or business structures, or to merge or consolidate, or to
          dissolve, liquidate, or sell or transfer all or any part of its business or
          assets.  





        
        (j)    No
Rights as Shareholder — Non-Distributive Intent.  





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        (1)              Neither
a Recipient of an Option nor such Recipient’s legal representative,           heir,
legatee or distributee, shall be deemed to be the holder of, or to have           any
rights of a holder with respect to, any shares subject to such Option until
          after the Option is exercised and the shares are issued.  





        
        
        (2)              No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
          cash, securities or other property) or distributions or other rights for which
          the record date is prior to the date such stock certificate is issued, except
as           provided in Section 8(i) hereof.  





        
        
        (3)              Upon
exercise of an Option at a time when there is no registration statement in
          effect under the 1933 Act relating to the shares issuable upon exercise, shares
          may be issued to the Recipient only if the Recipient represents and warrants in
          writing to the Corporation that the shares purchased are being acquired for
          investment and not with a view to the distribution thereof and provides the
          Corporation with sufficient information to establish an exemption from the
          registration requirements of the 1933 Act. A form of subscription agreement
          containing representations and warranties deemed sufficient as of the date of
          adoption of this Plan is attached hereto as Exhibit B.  





        
        
        (4)              No
shares shall be issued upon the exercise of an Option unless and until there
          shall have been compliance with any then applicable requirements of the U.S.
          Securities and Exchange Commission or any other regulatory agencies having
          jurisdiction over the Corporation.  





        
        (k)    Other
Provisions. Option Agreements authorized under the Plan may contain           such
other provisions, including, without limitation, (i) the imposition of
          restrictions upon the exercise, and (ii) in the case of an Incentive Stock
          Option, the inclusion of any condition not inconsistent with such Option
          qualifying as an Incentive Stock Option, as the Committee shall deem advisable.  





        9.       Grant
of Stock Bonuses. In addition to, or in lieu of, the grant of an           Option,
the Committee may grant Bonuses.  





        
        (a)              At
the time of grant of a Bonus, the Committee may impose a vesting period of up
          to ten years, and such other restrictions which it deems appropriate. Unless
          otherwise directed by the Committee at the time of grant of a Bonus, the
          Recipient shall be considered a shareholder of the Corporation as to the Bonus
          shares which have vested in the grantee at any time regardless of any
forfeiture           provisions which have not yet arisen.  





        
        (b)              The
grant of a Bonus and the issuance and delivery of shares of Common Stock
          pursuant thereto shall be subject to approval by the Corporation’s counsel
          of all legal matters in connection therewith, including compliance with the
          requirements of the 1933 Act, the 1934 Act, other applicable securities laws,
          rules and regulations, and the requirements of any stock exchanges upon which
          the Common Stock then may be listed. Any certificates prepared to evidence
          Common Stock issued pursuant to a Bonus grant shall bear legends as the
          Corporation’s counsel may seem necessary or advisable. Included among the
          foregoing requirements, but without limitation, any Recipient of a Bonus at a
          time when a registration statement relating thereto is not effective under the
          1933 Act shall execute a Subscription Agreement substantially in the form of Exhibit
B.  





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        10.       Agreement
by Recipient Regarding Withholding Taxes. Each Recipient agrees           that the
Corporation, to the extent permitted or required by law, shall deduct a
          sufficient number of shares due to the Recipient upon exercise of the Option or
          the grant of a Bonus to allow the Corporation to pay federal, provincial, state
          and local taxes of any kind required by law to be withheld upon the exercise of
          such Option or payment of such Bonus from any payment of any kind otherwise due
          to the Recipient. The Corporation shall not be obligated to advise any
Recipient           of the existence of any tax or the amount which the Corporation will
be so           required to withhold.  





        
        
        11.       Term
of Plan. Options and Bonuses may be granted under this Plan from           time to
time within a period of ten years from the date the Plan is adopted by           the
Board.  





        
        
        12.       Amendment
and Termination of the Plan.  





        
        
        (a)                 (1)
Subject to the policies, rules and regulations of any lawful authority           having
jurisdiction (including any exchange with which the shares of the           Corporation
are listed for trading), the Board of Directors may at any time,           without
further action by the shareholders, amend the Plan or any Option granted
          hereunder in such respects as it may consider advisable and, without limiting
          the generality of the foregoing, it may do so to ensure that Options granted
          hereunder will comply with any provisions respecting stock options in the
income           tax and other laws in force in any country or jurisdiction of which any
Option           holders may from time to time be a resident or citizen, or it may at any
time           without action by shareholders terminate the Plan.  





        
        
        (2)                 provided,
however, that any amendment that would: (A) materially increase the           number of
securities issuable under the Plan to persons who are subject to           Section 16(a)
of the 1934 Act; or (B) grant eligibility to a class of persons           who are subject
to Section 16(a) of the 1934 Act and are not included within the           terms of the
Plan prior to the amendment; or (C) materially increase the           benefits accruing
to persons who are subject to Section 16(a) of the 1934 Act           under the Plan; or
(D) require shareholder approval under applicable state law,           the rules and
regulations of any national securities exchange on which the           Corporation’s
securities then may be listed, the Internal Revenue Code or           any other
applicable law, shall be subject to the approval of the shareholders           of the
Corporation as provided in Section 13 hereof.  





        
        
        (3)                 provided
further that any such increase or modification that may result from           adjustments
authorized by Section 8(i) hereof or which are required for           compliance with the
1934 Act, the Internal Revenue Code, the Employee Retirement           Income Security
Act of 1974, their rules or other laws or judicial order, shall           not require
such approval of the shareholders.  





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        (b)                 Except
as provided in Section 8 hereof, no suspension, termination, modification           or
amendment of the Plan may adversely affect any Option previously granted,
          unless the written consent of the Recipient is obtained.  





        

        13.       Approval
of Shareholders. The Plan shall take effect upon its adoption by           the Board
but shall be subject to approval at a duly called and held meeting of
          stockholders in conformance with the vote required by the Corporation’s
          governing documents, resolution of the Board, any other applicable law and the
          rules and regulations thereunder, or the rules and regulations of any national
          securities exchange upon which the Corporation’s Common Stock is listed
and           traded, each to the extent applicable.  





        

        14.       Termination
of Right of Action. Every right of action arising out of or           in connection
with the Plan by or on behalf of the Corporation or any of its           subsidiaries, or
by any shareholder of the Corporation or any of its           subsidiaries against any
past, present or future member of the Board, or against           any employee, or by an
employee (past, present or future) against the           Corporation or any of its
subsidiaries, will, irrespective of the place where an           action may be brought
and irrespective of the place of residence of any such           shareholder, director or
employee, cease and be barred by the expiration of           three years from the date of
the act or omission in respect of which such right           of action is alleged to have
risen.  





        

        15.       Tax
Litigation. The Corporation shall have the right, but not the           obligation,
to contest, at its expense, any tax ruling or decision,           administrative or
judicial, on any issue which is related to the Plan and which           the Board
believes to be important to holders of Options issued under the Plan           and to
conduct any such contest or any litigation arising therefrom to a final
          decision.  





        
        
16.       Adoption.  





        (a)              This
Plan was approved by resolution of the Board of Directors of the           Corporation on
September 16, 2008.  





        
        
        (b)              If
this Plan is not approved by the shareholders of the Corporation within 12
          months of the date the Plan was approved by the Board as required by Section
          422(b)(1) of the Internal Revenue Code, this Plan and any Options granted
          hereunder to Recipients shall be and remain effective, but the reference to
          Incentive Stock Options herein shall be deleted and all Options granted
          hereunder shall be Non-qualified Stock Options pursuant to Section 7 hereof.
          This Plan was approved by resolution of the Shareholders of the Corporation on
          September 16, 2008.  








[End of Plan] 



11 














Exhibit A  



FORM OF STOCK OPTION
AGREEMENT 



        STOCK
 OPTION  AGREEMENT  made  as of  this  ___  day of  ____________,  ______,  by and
 between Disaboom,     Inc.,    a    Colorado    corporation    (the    "Corporation"),
    and    ________________ __________________________ (the "Recipient"). 





        In
accordance with the Corporation’s 2008 Stock Option Plan (the “Plan”), the
provisions of which are incorporated herein by reference, the Corporation desires, in
connection with the services of the Recipient, to provide the Recipient with an
opportunity to acquire shares of the Corporation’s $.0001 par value common stock
(“Common Stock”) on favorable terms and thereby increase the Recipient’s
proprietary interest in the Corporation and incentive to put forth maximum efforts for the
success of the business of the Corporation. Capitalized terms used but not defined herein
are used as defined in the Plan. 



        NOW,
THEREFORE, in consideration of the premises and mutual covenants herein set forth and
other good and valuable consideration, the Corporation and the Recipient agree as follows: 



        1.    Confirmation
of Grant of Option. Pursuant to a determination of the           Committee or, in the
absence of a Committee, by the Board of Directors of the           Corporation made on
___________, _____ (the “Date of Grant”), the           Corporation, subject to
the terms of the Plan and of this Agreement, confirms           that the Recipient has
been irrevocably granted on the Date of Grant, as a           matter of separate
inducement and agreement, and in addition to and not in lieu           of salary or other
compensation for services, a Stock Option (the           “Option”) exercisable
to purchase an aggregate of ______ shares of           Common Stock on the terms and
conditions herein set forth, subject to adjustment           as provided in Paragraph 8
hereof. The Options granted under this Plan shall           replace any and all options
previously granted, or agreed to be granted, by the           Corporation.  





        2.    Option
Price. The Option Price of shares of Common Stock covered by the           Option
will be _____ per share (the “Option Price”) subject to           adjustment as
provided in Paragraph 8 hereof.  





        3.    Vesting
and Exercise of Option. (a) Except as otherwise provided herein           or in
Section 8 of the Plan, the Option shall vest and become exercisable as           follows:
[Insert Vesting Schedule] (b) The Option may not be exercised at           any one
time as to fewer than 100 shares (or such number of shares as to which           the
Option is then exercisable if such number of shares is less than 100). (c)           The
Option may be exercised by written notice to the Secretary of the           Corporation
accompanied by payment in full of the Option Price as provided in           Section 8 of
the Plan.  
















        4.    Term
of Option. The term of the Option will be through __________, ____,           subject
to earlier termination or cancellation as provided in this Agreement.           The
holder of the Option will not have any rights to dividends or any other           rights
of a shareholder with respect to any shares of Common Stock subject to           the
Option until such shares shall have been issued (as evidenced by the
          appropriate transfer agent of the Corporation) upon purchase of such shares
          through exercise of the Option.  





        5.    Transferability
Restriction. The Option may not be assigned, transferred           or otherwise
disposed of, or pledged or hypothecated in any way (whether by           operation of law
or otherwise) except in strict compliance with Section 8 of the           Plan. Any
assignment, transfer, pledge, hypothecation or other disposition of           the Option
or any attempt to make any levy of execution, attachment or other           process will
cause the Option to terminate immediately upon the happening of any           such event;
provided, however, that any such termination of the Option under the           provisions
of this Paragraph 5 will not prejudice any rights or remedies which           the
Corporation may have under this Agreement or otherwise.  





        6.    Exercise
Upon Termination. The Recipient’s rights to exercise this           Option upon
termination of employment or cessation of service as an officer,           director or
consultant shall be as set forth in Section 8(f) of the Plan.  





        7.    Death,
Disability or Retirement of Recipient. The exercisability of this           Option
upon the death, Disability or retirement of the Recipient shall be as set           forth
in Section 8(g) of the Plan.  





        8.    Adjustments.
The Option shall be subject to adjustment upon the           occurrence of certain events
as set forth in Section 8(i) of the Plan.  





        9.    No
Registration Obligation. The Recipient understands that the Option is           not
registered under the 1933 Act and, unless by separate written agreement, the
          Corporation has no obligation to so register the Option or any of the shares of
          Common Stock subject to and issuable upon the exercise of the Option, although
          it may from time to time register under the 1933 Act the shares issuable upon
          exercise of Options granted pursuant to the Plan. The Recipient represents that
          the Option is being acquired for the Recipient’s own account and that
          unless registered by the Corporation, the shares of Common Stock issued on
          exercise of the Option will be acquired by the Recipient for investment. The
          Recipient understands that the Option is, and the underlying securities may be,
          issued to the Recipient in reliance upon exemptions from the 1933 Act, and
          acknowledges and agrees that all certificates for the shares issued upon
          exercise of the Option may bear the following legend unless such shares are
          registered under the 1933 Act prior to their issuance:  





	 	
The
shares represented by this Certificate have not been registered under the Securities Act
of 1933 (the “1933 Act”), and are “restricted securities” as that term
is defined in Rule 144 under the 1933 Act. The shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement under the
1933 Act or pursuant to an exemption from registration under the 1933 Act, the
availability of which is to be established to the satisfaction of the Company. 






2 













        The
Recipient further understands and agrees that the Option may be exercised only if at the
time of such exercise the underlying shares are registered and/or the Recipient and the
Corporation are able to establish the existence of an exemption from registration under
the 1933 Act and applicable state or other laws. 



        10.    Notices.
Each notice relating to this Agreement will be in writing and           delivered in
person or by certified mail to the proper address. Notices to the           Corporation
shall be addressed to the Corporation, attention: President, 7730 E.           Belleview
Avenue, Suite A-306, Greenwood, CO 80111, or at such other address as           may
constitute the Corporation’s principal place of business at the time,           with
a copy to: Theresa M. Mehringer, Esq., Burns Figa & Will, P.C., 6400 S.
          Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111. Notices to the
          Recipient or other person or persons then entitled to exercise the Option shall
          be addressed to the Recipient or such other person or persons at the
          Recipient’s address below specified. Anyone to whom a notice may be given
          under this Agreement may designate a new address by notice to that effect given
          pursuant to this Paragraph 10.  





        11.    Approval
of Counsel. The exercise of the Option and the issuance and           delivery of
shares of Common Stock pursuant thereto shall be subject to approval           by the
Corporation’s counsel of all legal matters in connection therewith,
          including compliance with the requirements of the 1933 Act, the Securities
          Exchange Act of 1934, as amended, applicable state and other securities laws,
          the rules and regulations thereunder, and the requirements of any national
          securities exchange(s) upon which the Common Stock then may be listed.  





        12.    Benefits
of Agreement. This Agreement will inure to the benefit of and be           binding
upon each successor and assignee of the Corporation. All obligations           imposed
upon the Recipient and all rights granted to the Corporation under this
          Agreement will be binding upon the Recipient’s heirs, legal
representatives           and successors.  





        13.    Effect
of Governmental and Other Regulations. The exercise of the Option           and the
Corporation’s obligation to sell and deliver shares upon the           exercise of
the Option are subject to all applicable federal and state laws,           rules and
regulations, and to such approvals by any regulatory or governmental           agency
which may, in the opinion of counsel for the Corporation, be required.  





        14.    Plan
Governs. In the event that any provision in this Agreement conflicts           with a
provision in the Plan, the provision of the Plan shall govern.  





3 













        Executed
in the name and on behalf of the Corporation by one of its duly authorized officers and by
the Recipient all as of the date first above written. 












		
	                             





Date ______________, _______ 

                             
	DISABOOM, INC.





By: ________________________________

John Walpuck, President








        The
undersigned  Recipient has read and  understands  the terms of this Option  Agreement and
the attached Plan and hereby agrees to comply therewith. 

















		
	Date ______________, _______

                            
	

_____________________________________________

Signature of Recipient





Tax ID Number:  ________________________________



Address: ______________________________________



_____________________________________________















4 














Exhibit B 



SUBSCRIPTION
AGREEMENT 



THE SECURITIES BEING ACQUIRED BY
THE UNDERSIGNED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY
OTHER LAWS AND ARE OFFERED UNDER EXEMPTIONS FROM THE REGISTRATION PROVISIONS OF SUCH LAWS.
THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK SUBSCRIPTION
AGREEMENT AND APPLICABLE SECURITIES LAWS. 



        This
Subscription Agreement is entered for the purpose of the undersigned acquiring
_____________ shares of the $.0001 par value common stock (the “Securities”) of
Disaboom, Inc., a Colorado corporation (the “Corporation”) from the Corporation
as a Bonus or pursuant to exercise of an Option granted pursuant to the Corporation’s
2008 Stock Option Plan (the “Plan”). All capitalized terms not otherwise defined
herein shall be as defined in the Plan. 



        It
is understood that no grant of any Bonus or exercise of any Option at a time when no
registration statement relating thereto is effective under the U.S. Securities Act of
1933, as amended (the “1933 Act”) can be completed until the undersigned
executes this Subscription Agreement and delivers it to the Corporation, and that such
grant or exercise is effective only in accordance with the terms of the Plan and this
Subscription Agreement. 



        In
connection with the undersigned’s acquisition of the Securities, the undersigned
represents and warrants to the Corporation as follows: 



        1.                 The
undersigned has been provided with, and has reviewed the Plan, and such           other
information as the undersigned may have requested of the Corporation           regarding
its business, operations, management, and financial condition (all of           which is
referred to herein as the “Available Information”).  





        2.                 The
Corporation has given the undersigned the opportunity to ask questions of           and
to receive answers from persons acting on the Corporation’s behalf
          concerning the terms and conditions of this transaction and the opportunity to
          obtain any additional information regarding the Corporation, its business and
          financial condition or to verify the accuracy of the Available Information
which           the Corporation possesses or can acquire without unreasonable effort or
expense.  





        3.                 The
Securities are being acquired by the undersigned for the undersigned’s           own
account and not on behalf of any other person or entity.  
















        4.                 The
undersigned understands that the Securities being acquired hereby have not           been
registered under the 1933 Act or any state or foreign securities laws, and           are,
and unless registered will continue to be, restricted securities within the
          meaning of Rule 144 of the General Rules and Regulations under the 1933 Act and
          other statutes, and the undersigned consents to the placement of appropriate
          restrictive legends on any certificates evidencing the Securities and any
          certificates issued in replacement or exchange therefor and acknowledges that
          the Corporation will cause its stock transfer records to note such
restrictions.  





        5.                 By
the undersigned’s execution below, it is acknowledged and understood           that
the Corporation is relying upon the accuracy and completeness hereof in
          complying with certain obligations under applicable securities laws.  





        6.                 This
Agreement binds and inures to the benefit of the representatives,           successors
and permitted assigns of the respective parties hereto.  





        7.                 The
undersigned acknowledges that the grant of any Bonus or Option and the           issuance
and delivery of shares of Common Stock pursuant thereto shall be           subject to
prior approval by the Corporation’s counsel of all legal matters           in
connection therewith, including compliance with the requirements of the 1933
          Act and other applicable securities laws, the rules and regulations thereunder,
          and the requirements of any national securities exchange(s) upon which the
          Common Stock then may be listed.  





        8.                 The
undersigned acknowledges and agrees that the Corporation has withheld
          ___________ shares for the payment of taxes as a result of the grant of the
          Bonus or the exercise of an Option.  





        9.                 The
Plan is incorporated herein by reference. In the event that any provision in
          this Agreement conflicts with ANY provision in the Plan, the provisions of the
          Plan shall govern.  






		
	Date ______________, _______

                            
	

_____________________________________________

Signature of Recipient





Tax ID Number:  ________________________________



Address: ______________________________________



_____________________________________________


















2