THERETIREMENTSOLUTION.COM,
        INC.
        2008 INCENTIVE STOCK PLAN

       

      
        

      

      


      This
        Theretirementsolution.com,
        Inc. 2008 Incentive Stock Plan
        (the
        "Plan")
        is
        designed to retain directors, executives and selected employees and consultants
        and reward them for making major contributions to the success of the Company.
        These objectives are accomplished by making long-term incentive awards under
        the
        Plan thereby providing Participants with a proprietary interest in the growth
        and performance of the Company.

       

      
        	
                1.

              	
                Definitions.

              


      

      


      
        	 	
                (a)

              	
                "Board"
                  -
                  The Board of Directors of the
                  Company.

              


      

      


      
        	 	
                (b)

              	
                "Code"
                  -
                  The Internal Revenue Code of 1986, as amended from time to
                  time.

              


      

      


      
        	 	
                (c)

              	
                "Committee"
                  -
                  The Compensation Committee of the Company's Board, or such other
                  committee
                  of the Board that is designated by the Board to administer the
                  Plan,
                  composed of not less than two members of the Board all of whom
                  are
                  disinterested persons, as contemplated by Rule 16b-3 ("Rule
                  16b-3")
                  promulgated under the Securities Exchange Act of 1934, as amended
                  (the
                  "Exchange
                  Act").

              


      

      


      
        	 	
                (d)

              	
                "Company"
                  -
                  THERETIREMENTSOLUTION.COM, INC. and its subsidiaries including
                  subsidiaries of subsidiaries.

              


      

      


      
        	 	
                (e)

              	
                "Exchange
                  Act"
                  -
                  The Securities Exchange Act of 1934, as amended from time to
                  time.

              


      

      


      
        	 	
                (f)

              	
                "Fair
                  Market Value"
                  -
                  The fair market value of the Company's issued and outstanding Stock
                  as
                  determined in good faith by the Board or
                  Committee.

              


      

      


      
        	 	
                (g)

              	
                "Grant"
                  -
                  The grant of any form of stock option, stock award, or stock purchase
                  offer, whether granted singly, in combination or in tandem, to
                  a
                  Participant pursuant to such terms, conditions and limitations
                  as the
                  Committee may establish in order to fulfill the objectives of the
                  Plan.

              


      

      


      
        	 	
                (h)

              	
                "Grant
                  Agreement"
                  -
                  An agreement between the Company and a Participant that sets forth
                  the
                  terms, conditions and limitations applicable to a
                  Grant.

              


      

      


      
        	 	
                (i)

              	
                "Option"
                  -
                  Either an Incentive Stock Option, in accordance with Section 422
                  of Code,
                  or a Nonstatutory Option, to purchase the Company's Stock that
                  may be
                  awarded to a Participant under the Plan. A Participant who receives
                  an
                  award of an Option shall be referred to as an "Optionee."

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	
              	(j)	
                "Participant"
                  -
                  A director, officer, employee or consultant of the Company to whom
                  an
                  Award has been made under the Plan.

              


      

       

      
        	 	
                (k)

              	
                "Restricted
                  Stock Purchase Offer"
                  -
                  A Grant of the right to purchase a specified number of shares of
                  Stock
                  pursuant to a written agreement issued under the
                  Plan.

              


      

      


      
        	 	
                (l)

              	
                "Securities
                  Act"
                  -
                  The Securities Act of 1933, as amended from time to
                  time.

              


      

      


      
        	 	
                (m)

              	
                "Stock"
                  -
                  Authorized and issued or unissued shares of common stock of the
                  Company.

              


      

      


      
        	 	
                (n)

              	
                "Stock
                  Award"
                  -
                  A Grant made under the Plan in stock or denominated in units of
                  stock for
                  which the Participant is not obligated to pay additional
                  consideration.

              


      

      


      
        	
                2.

              	
                Administration.
                  The Plan shall be administered by the Board, provided however,
                  that the
                  Board may delegate such administration to the Committee. Subject
                  to the
                  provisions of the Plan, the Board and/or the Committee shall have
                  authority to (a) grant, in its discretion, Incentive Stock Options
                  in
                  accordance with Section 422 of the Code, or Nonstatutory Options,
                  Stock
                  Awards or Restricted Stock Purchase Offers; (b) determine in good
                  faith
                  the fair market value of the Stock covered by any Grant; (c) determine
                  which eligible persons shall receive Grants and the number of shares,
                  restrictions, terms and conditions to be included in such Grants;
                  (d)
                  construe and interpret the Plan; (e) promulgate, amend and rescind
                  rules
                  and regulations relating to its administration, and correct defects,
                  omissions and inconsistencies in the Plan or any Grant; (f) consistent
                  with the Plan and with the consent of the Participant, as appropriate,
                  amend any outstanding Grant or amend the exercise date or dates
                  thereof;
                  (g) determine the duration and purpose of leaves of absence which
                  may be
                  granted to Participants without constituting termination of their
                  employment for the purpose of the Plan or any Grant; and (h) make
                  all
                  other determinations necessary or advisable for the Plan's administration.
                  The interpretation and construction by the Board of any provisions
                  of the
                  Plan or selection of Participants shall be conclusive and final.
                  No member
                  of the Board or the Committee shall be liable for any action or
                  determination made in good faith with respect to the Plan or any
                  Grant
                  made thereunder.

              


      

      


      
        	
                3.

              	
                Eligibility.

              


      

      


      
        	 	
                (a)

              	
                General:
                  The persons who shall be eligible to receive Grants shall be directors,
                  officers, employees or consultants to the Company. The term consultant
                  shall mean any person, other than an employee, who is engaged by
                  the
                  Company to render services and is compensated for such services.
                  An
                  Optionee may hold more than one Option. Any issuance of a Grant
                  to an
                  officer or director of the Company subsequent to the first registration
                  of
                  any of the securities of the Company under the Exchange Act shall
                  comply
                  with the requirements of Rule
                  16b-3.

              


      

      


      
        	 	
                (b)

              	
                Incentive
                  Stock Options:
                  Incentive Stock Options may only be issued to employees of the
                  Company.
                  Incentive Stock Options may be granted to officers or directors,
                  provided
                  they are also employees of the Company. Payment of a director's
                  fee shall
                  not be sufficient to constitute employment by the
                  Company.

              


      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      


      The
        Company shall not grant an Incentive Stock Option under the Plan to any employee
        if such Grant would result in such employee holding the right to exercise
        for
        the first time in any one calendar year, under all Incentive Stock Options
        granted under the Plan or any other plan maintained by the Company, with
        respect
        to shares of Stock having an aggregate fair market value, determined as of
        the
        date of the Option is granted, in excess of $100,000. Should it be determined
        that an Incentive Stock Option granted under the Plan exceeds such maximum
        for
        any reason other than a failure in good faith to value the Stock subject
        to such
        option, the excess portion of such option shall be considered a Nonstatutory
        Option. To the extent the employee holds two (2) or more such Options which
        become exercisable for the first time in the same calendar year, the foregoing
        limitation on the exercisability of such Option as Incentive Stock Options
        under
        the Federal tax laws shall be applied on the basis of the order in which
        such
        Options are granted. If, for any reason, an entire Option does not qualify
        as an
        Incentive Stock Option by reason of exceeding such maximum, such Option shall
        be
        considered a Nonstatutory Option.

      


      
        	 	
                (c)

              	
                Nonstatutory
                  Option:
                  The provisions of the foregoing Section 3(b) shall not apply to
                  any Option
                  designated as a "Nonstatutory
                  Option"
                  or which sets forth the intention of the parties that the Option
                  be a
                  Nonstatutory Option.

              


      

      


      
        	 	
                (d)

              	
                Stock
                  Awards and Restricted Stock Purchase Offers:
                  The provisions of this Section 3 shall not apply to any Stock Award
                  or
                  Restricted Stock Purchase Offer under the
                  Plan.

              


      

      


      
        	
                4.

              	
                Stock.

              


      

      


      
        	 	
                (a)

              	
                Authorized
                  Stock:
                  Stock subject to Grants may be either unissued or reacquired
                  Stock.

              


      

      


      
        	 	
                (b)

              	
                Number
                  of Shares:
                  Subject to adjustment as provided in Section 5(i) of the Plan,
                  the total
                  number of shares of Stock which may be purchased or granted directly
                  by
                  Options, Stock Awards or Restricted Stock Purchase Offers, or purchased
                  indirectly through exercise of Options granted under the Plan shall
                  not
                  exceed TEN MILLION (10,000,000). If any Grant shall for any reason
                  terminate or expire, any shares allocated thereto but remaining
                  unpurchased upon such expiration or termination shall again be
                  available
                  for Grants with respect thereto under the Plan as though no Grant
                  had
                  previously occurred with respect to such shares. Any shares of
                  Stock
                  issued pursuant to a Grant and repurchased pursuant to the terms
                  thereof
                  shall be available for future Grants as though not previously covered
                  by a
                  Grant.

              


      

      


      
        	 	
                (c)

              	
                Reservation
                  of Shares:
                  The Company shall reserve and keep available at all times during
                  the term
                  of the Plan such number of shares as shall be sufficient to satisfy
                  the
                  requirements of the Plan. If, after reasonable efforts, which efforts
                  shall not include the registration of the Plan or Grants under
                  the
                  Securities Act, the Company is unable to obtain authority from
                  any
                  applicable regulatory body, which authorization is deemed necessary
                  by
                  legal counsel for the Company for the lawful issuance of shares
                  hereunder,
                  the Company shall be relieved of any liability with respect to
                  its failure
                  to issue and sell the shares for which such requisite authority
                  was so
                  deemed necessary unless and until such authority is
                  obtained.

              


      

      


      
        	
              	(d)	
                Application
                  of Funds:
                   The
                  proceeds received by the Company from the sale of Stock pursuant
                  to the
                  exercise of Options or rights under Stock Purchase Agreements will
                  be used
                  for general corporate purposes.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      
        	 	
                (e)

              	
                No
                  Obligation to Exercise:
                  The issuance of a Grant shall impose no obligation upon the Participant
                  to
                  exercise any rights under such
                  Grant.

              


      

      


      
        	
                5.

              	
                Terms
                  and Conditions of Options. Options granted hereunder shall be evidenced
                  by
                  agreements between the Company and the respective Optionees, in
                  such form
                  and substance as the Board or Committee shall from time to time
                  approve.
                  The form of Incentive Stock Option Agreement attached hereto as
                  Exhibit
                  A
                  and the three forms of a Nonstatutory Stock Option Agreement for
                  employees, for directors and for consultants, attached hereto as
                  Exhibit
                  B-1, Exhibit
                  B-2
                  and
                  Exhibit B-3,
                  respectively, shall be deemed to be approved by the Board. Option
                  agreements need not be identical, and in each case may include
                  such
                  provisions as the Board or Committee may determine, but all such
                  agreements shall be subject to and limited by the following terms
                  and
                  conditions:

              


      

      


      
        	 	
                (a)

              	
                Number
                  of Shares:
                  Each Option shall state the number of shares to which it
                  pertains.

              


      

      


      
        	 	
                (b)

              	
                Exercise
                  Price:
                  Each Option shall state the exercise price, which shall be determined
                  as
                  follows:

              


      

      


      (i) Any
        Incentive Stock Option granted to a person who at the time the Option is
        granted
        owns (or is deemed to own pursuant to Section 424(d) of the Code) stock
        possessing more than ten percent (10%) of the total combined voting power
        or
        value of all classes of stock of the Company ("Ten
        Percent Holder")
        shall
        have an exercise price of no less than 110% of the Fair Market Value of the
        Stock as of the date of grant; and

      


      (ii) Incentive
        Stock Options granted to a person who at the time the Option is granted is
        not a
        Ten Percent Holder shall have an exercise price of no less than 100% of the
        Fair
        Market Value of the Stock as of the date of grant.

      


      For
        the
        purposes of this Section 5(b), the Fair Market Value shall be as determined
        by
        the Board in good faith, which determination shall be conclusive and binding;
        provided however, that if there is a public market for such Stock, the Fair
        Market Value per share shall be the average of the bid and asked prices (or
        the
        closing price if such stock is listed on the NASDAQ National Market System
        or
        Small Cap Issue Market) on the date of grant of the Option, or if listed
        on a
        stock exchange, the closing price on such exchange on such date of
        grant.

      


      
        	 	
                (c)

              	
                Medium
                  and Time of Payment:
                  The exercise price shall become immediately due upon exercise of
                  the
                  Option and shall be paid in cash or check made payable to the Company
                  or
                  as follows:

              


      

       

      (i) in
        shares
        of Stock held by the Optionee, or

      


      (ii) through
        a
        special sale and remittance procedure pursuant to which the Optionee shall
        concurrently provide irrevocable written instructions (a) to a Company
        designated brokerage firm to effect the immediate sale of the purchased shares
        and remit to the Company, out of the sale proceeds available on the settlement
        date, sufficient funds to cover the aggregate exercise price payable for
        the
        purchased shares plus all applicable Federal, state and local income and
        employment taxes required to be withheld by the Company by reason of such
        purchase and (b) to the Company to deliver the certificates for the purchased
        shares directly to such brokerage firm in order to complete the sale
        transaction.



      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      At
        the
        discretion of the Board, exercisable either at the time of Option grant or
        of
        Option exercise, the exercise price may also be paid (i) by Optionee's delivery
        of a promissory note in form and substance satisfactory to the Company and
        permissible under applicable securities rules and bearing interest at a rate
        determined by the Board in its sole discretion, but in no event less than
        the
        minimum rate of interest required to avoid the imputation of compensation
        income
        to the Optionee under the Federal tax laws, or (ii) in such other form of
        consideration permitted by the State of Nevada corporations law as may be
        acceptable to the Board.

      


      
        	 	
                (d)

              	
                Term
                  and Exercise of Options:
                  In
                  no event shall any Option be exercisable after the expiration of
                  ten (10)
                  years from the date it is granted, and no Incentive Stock Option
                  granted
                  to a Ten Percent Holder shall, by its terms, be exercisable after
                  the
                  expiration of five (5) years from the date of the Option. Unless
                  otherwise
                  specified by the Board or the Committee in the resolution authorizing
                  such
                  Option, the date of grant of an Option shall be deemed to be the
                  date upon
                  which the Board or the Committee authorizes the granting of such
                  Option.
                  

              


      

      


      Each
        Option shall be exercisable to the nearest whole share, in installments or
        otherwise, as the respective Option agreements may provide. During the lifetime
        of an Optionee, the Option shall be exercisable only by the Optionee and
        shall
        not be assignable or transferable by the Optionee, and no other person shall
        acquire any rights therein. To the extent not exercised, installments (if
        more
        than one) shall accumulate, but shall be exercisable, in whole or in part,
        only
        during the period for exercise as stated in the Option agreement, whether
        or not
        other installments are then exercisable.

      


      
        	 	
                (e)

              	
                Termination
                  of Status as Employee, Consultant or Director:
                  If
                  Optionee's status as an employee shall terminate for any reason
                  other than
                  Optionee's disability or death, then Optionee (or if the Optionee
                  shall
                  die after such termination, but prior to exercise, Optionee's personal
                  representative or the person entitled to succeed to the Option)
                  shall have
                  the right to exercise the portions of any of Optionee's Incentive
                  Stock
                  Options which were exercisable as of the date of such termination,
                  in
                  whole or in part, not less than 30 days nor more than three (3)
                  months
                  after such termination (or, in the event of "termination
                  for good cause"
                  as that term is defined in Nevada case law related thereto, or
                  by the
                  terms of the Plan or the Option Agreement or an employment agreement,
                  the
                  Option shall automatically terminate as of the termination of employment
                  as to all shares covered by the Option).


              


      

      


      With
        respect to Nonstatutory Options granted to employees, directors or consultants,
        the Board may specify such period for exercise, not less than 30 days (except
        that in the case of "termination
        for cause"
        or
        removal of a director, the Option shall automatically terminate as of the
        termination of employment or services as to shares covered by the Option,
        following termination of employment or services as the Board deems reasonable
        and appropriate. The Option may be exercised only with respect to installments
        that the Optionee could have exercised at the date of termination of employment
        or services. Nothing contained herein or in any Option granted pursuant hereto
        shall be construed to affect or restrict in any way the right of the Company
        to
        terminate the employment or services of an Optionee with or without
        cause.

       

      
        	 	
                (f)

              	
                Disability
                  of Optionee:
                  If
                  an Optionee is disabled (within the meaning of Section 22(e)(3)
                  of the
                  Code) at the time of termination, the three (3) month period set
                  forth in
                  Section 5(e) shall be a period, as determined by the Board and
                  set forth
                  in the Option, of not less than six months nor more than one year
                  after
                  such termination. 

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      
        	 	
                (g)

              	
                Death
                  of Optionee:
                  If
                  an Optionee dies while employed by, engaged as a consultant to,
                  or serving
                  as a Director of the Company, the portion of such Optionee's Option
                  which
                  was exercisable at the date of death may be exercised, in whole
                  or in
                  part, by the estate of the decedent or by a person succeeding to
                  the right
                  to exercise such Option at any time within (i) a period, as determined
                  by
                  the Board and set forth in the Option, of not less than six (6)
                  months nor
                  more than one (1) year after Optionee's death, which period shall
                  not be
                  more, in the case of a Nonstatutory Option, than the period for
                  exercise
                  following termination of employment or services, or (ii) during
                  the
                  remaining term of the Option, whichever is the lesser. The Option
                  may be
                  so exercised only with respect to installments exercisable at the
                  time of
                  Optionee's death and not previously exercised by the
                  Optionee.

              


      

      


      
        	 	
                (h)

              	
                Nontransferability
                  of Option:
                  No
                  Option shall be transferable by the Optionee, except by will or
                  by the
                  laws of descent and distribution.

              


      

      


      
        	 	
                (i)

              	
                Recapitalization:
                  Subject to any required action of shareholders, the number of shares
                  of
                  Stock covered by each outstanding Option, and the exercise price
                  per share
                  thereof set forth in each such Option, shall be proportionately
                  adjusted
                  for any increase or decrease in the number of issued shares of
                  Stock of
                  the Company resulting from a stock split, stock dividend, combination,
                  subdivision or reclassification of shares, or the payment of a
                  stock
                  dividend, or any other increase or decrease in the number of such
                  shares
                  affected without receipt of consideration by the Company; provided,
                  however, the conversion of any convertible securities of the Company
                  shall
                  not be deemed to have been "effected
                  without receipt of consideration"
                  by the Company.

              


      

      


      In
        the
        event of a proposed dissolution or liquidation of the Company, a merger or
        consolidation in which the Company is not the surviving entity, or a sale
        of all
        or substantially all of the assets or capital stock of the Company
        (collectively, a "Reorganization"),
        unless otherwise provided by the Board, this Option shall terminate immediately
        prior to such date as is determined by the Board, which date shall be no
        later
        than the consummation of such Reorganization. In such event, if the entity
        which
        shall be the surviving entity does not tender to Optionee an offer, for which
        it
        has no obligation to do so, to substitute for any unexercised Option a stock
        option or capital stock of such surviving of such surviving entity, as
        applicable, which on an equitable basis shall provide the Optionee with
        substantially the same economic benefit as such unexercised Option, then
        the
        Board may grant to such Optionee, in its sole and absolute discretion and
        without obligation, the right for a period commencing thirty (30) days prior
        to
        and ending immediately prior to the date determined by the Board pursuant
        hereto
        for termination of the Option or during the remaining term of the Option,
        whichever is the lesser, to exercise any unexpired Option or Options without
        regard to the installment provisions of Paragraph 6(d) of the Plan; provided,
        that any such right granted shall be granted to all Optionees not receiving
        an
        offer to receive substitute options on a consistent basis, and provided further,
        that any such exercise shall be subject to the consummation of such
        Reorganization.

      


      Subject
        to any required action of shareholders, if the Company shall be the surviving
        entity in any merger or consolidation, each outstanding Option thereafter
        shall
        pertain to and apply to the securities to which a holder of shares of Stock
        equal to the shares subject to the Option would have been entitled by reason
        of
        such merger or consolidation.


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


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

       

      To
        the
        extent that the foregoing adjustments relate to stock or securities of the
        Company, such adjustments shall be made by the Board, whose determination
        in
        that respect shall be final, binding and conclusive. Except as expressly
        provided in this Section 5(i), the Optionee 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, and the number or price of shares of Stock subject
        to any
        Option shall not be affected by, and no adjustment shall be made by reason
        of,
        any dissolution, liquidation, merger, consolidation or sale of assets or
        capital
        stock, or any issue by the Company of shares of stock of any class or securities
        convertible into shares of stock of any class.

       

      The
        Grant
        of an Option pursuant to the Plan shall not affect in any way the right or
        power
        of the Company to make any adjustments, reclassifications, reorganizations
        or
        changes in its capital or business structure or to merge, consolidate, dissolve,
        or liquidate or to sell or transfer all or any part of its business or
        assets.

       

      
        	 	
                (j)

              	
                Rights
                  as a Shareholder:
                  An
                  Optionee shall have no rights as a shareholder with respect to
                  any shares
                  covered by an Option until the effective date of the issuance of
                  the
                  shares following exercise of such Option by Optionee. 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 expressly provided in Section 5(i) hereof.
                  

              


      

      


      
        	 	
                (k)

              	
                Modification,
                  Acceleration, Extension, and Renewal of Options:
                  Subject to the terms and conditions and within the limitations
                  of the
                  Plan, the Board may modify an Option, or, once an Option is exercisable,
                  accelerate the rate at which it may be exercised, and may extend
                  or renew
                  outstanding Options granted under the Plan or accept the surrender
                  of
                  outstanding Options (to the extent not theretofore exercised) and
                  authorize the granting of new Options in substitution for such
                  Options,
                  provided such action is permissible under Section 422 of the Code
                  and
                  applicable state securities rules. Notwithstanding the provisions
                  of this
                  Section 5(k), however, no modification of an Option shall, without
                  the
                  consent of the Optionee, alter to the Optionee's detriment or impair
                  any
                  rights or obligations under any Option theretofore granted under
                  the
                  Plan.

              


      

      


      
        	 	
                (l)

              	
                Exercise
                  Before Exercise Date:
                  At
                  the discretion of the Board, the Option may, but need not, include
                  a
                  provision whereby the Optionee may elect to exercise all or any
                  portion of
                  the Option prior to the stated exercise date of the Option or any
                  installment thereof. Any shares so purchased prior to the stated
                  exercise
                  date shall be subject to repurchase by the Company upon termination
                  of
                  Optionee's employment as contemplated by Section 5(n) hereof prior
                  to the
                  exercise date stated in the Option and such other restrictions
                  and
                  conditions as the Board or Committee may deem
                  advisable.

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      
        	 	
                (m)

              	
                Other
                  Provisions:
                  The Option agreements authorized under the Plan shall contain such
                  other
                  provisions, including, without limitation, restrictions upon the
                  exercise
                  of the Options, as the Board or the Committee shall deem advisable.
                  Shares
                  shall not be issued pursuant to the exercise of an Option, if the
                  exercise
                  of such Option or the issuance of shares thereunder would violate,
                  in the
                  opinion of legal counsel for the Company, the provisions of any
                  applicable
                  law or the rules or regulations of any applicable governmental
                  or
                  administrative agency or body, such as the Code, the Securities
                  Act, the
                  Exchange Act, applicable state securities rules, Nevada corporation
                  law,
                  and the rules promulgated under the foregoing or the rules and
                  regulations
                  of any exchange upon which the shares of the Company are listed.
                  Without
                  limiting the generality of the foregoing, the exercise of each
                  Option
                  shall be subject to the condition that if at any time the Company
                  shall
                  determine that (i) the satisfaction of withholding tax or other
                  similar
                  liabilities, or (ii) the listing, registration or qualification
                  of any
                  shares covered by such exercise upon any securities exchange or
                  under any
                  state or federal law, or (iii) the consent or approval of any regulatory
                  body, or (iv) the perfection of any exemption from any such withholding,
                  listing, registration, qualification, consent or approval is necessary
                  or
                  desirable in connection with such exercise or the issuance of shares
                  thereunder, then in any such event, such exercise shall not be
                  effective
                  unless such withholding, listing registration, qualification, consent,
                  approval or exemption shall have been effected, obtained or perfected
                  free
                  of any conditions not acceptable to the
                  Company.

              


      

      


      
        	 	
                (n)

              	
                Repurchase
                  Agreement:
                  The Board may, in its discretion, require as a condition to the
                  Grant of
                  an Option hereunder, that an Optionee execute an agreement with
                  the
                  Company, in form and substance satisfactory to the Board in its
                  discretion
                  ("Repurchase
                  Agreement"),
                  (i) restricting the Optionee's right to transfer shares purchased
                  under
                  such Option without first offering such shares to the Company or
                  another
                  shareholder of the Company upon the same terms and conditions as
                  provided
                  therein; and (ii) providing that upon termination of Optionee's
                  employment
                  with the Company, for any reason, the Company (or another shareholder
                  of
                  the Company, as provided in the Repurchase Agreement) shall have
                  the right
                  at its discretion (or the discretion of such other shareholders)
                  to
                  purchase and/or redeem all such shares owned by the Optionee on
                  the date
                  of termination of his or her employment at a price equal to: (A)
                  the fair
                  value of such shares as of such date of termination; or (B) if
                  such
                  repurchase right lapses at 20% of the number of shares per year,
                  the
                  original purchase price of such shares, and upon terms of payment
                  permissible under applicable state securities rules; provided that
                  in the
                  case of Options or Stock Awards granted to officers, directors,
                  consultants or affiliates of the Company, such repurchase provisions
                  may
                  be subject to additional or greater restrictions as determined
                  by the
                  Board or Committee.

              


      

      


      
        	
                6.

              	
                Stock
                  Awards and Restricted Stock Purchase
                  Offers.

              


      

      


      
        	 	
                (a)

              	
                Types
                  of Grants.

              


      

      


      (i) Stock
        Award.
        All or
        part of any Stock Award under the Plan may be subject to conditions established
        by the Board or the Committee, and set forth in the Stock Award Agreement,
        which
        may include, but are not limited to, continuous service with the Company,
        achievement of specific business objectives, increases in specified indices,
        attaining growth rates and other comparable measurements of Company performance.
        Such Awards may be based on Fair Market Value or other specified valuation.
        All
        Stock Awards will be made pursuant to the execution of a Stock Award Agreement
        substantially in the form attached hereto as Exhibit
        C.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      (ii) Restricted
        Stock Purchase Offer.
        A Grant
        of a Restricted Stock Purchase Offer under the Plan shall be subject to such
        (i)
        vesting contingencies related to the Participant's continued association
        with
        the Company for a specified time and (ii) other specified conditions as the
        Board or Committee shall determine, in their sole discretion, consistent
        with
        the provisions of the Plan. All Restricted Stock Purchase Offers shall be
        made
        pursuant to a Restricted Stock Purchase Offer substantially in the form attached
        hereto as Exhibit
        D.

      


      
        	 	
                (b)

              	
                Conditions
                  and Restrictions.
                  Shares of Stock which Participants may receive as a Stock Award
                  under a
                  Stock Award Agreement or Restricted Stock Purchase Offer under
                  a
                  Restricted Stock Purchase Offer may include such restrictions as
                  the Board
                  or Committee, as applicable, shall determine, including restrictions
                  on
                  transfer, repurchase rights, right of first refusal, and forfeiture
                  provisions. When transfer of Stock is so restricted or subject
                  to
                  forfeiture provisions it is referred to as "Restricted
                  Stock".
                  Further, with Board or Committee approval, Stock Awards or Restricted
                  Stock Purchase Offers may be deferred, either in the form of installments
                  or a future lump sum distribution. The Board or Committee may permit
                  selected Participants to elect to defer distributions of Stock
                  Awards or
                  Restricted Stock Purchase Offers in accordance with procedures
                  established
                  by the Board or Committee to assure that such deferrals comply
                  with
                  applicable requirements of the Code including, at the choice of
                  Participants, the capability to make further deferrals for distribution
                  after retirement. Any deferred distribution, whether elected by
                  the
                  Participant or specified by the Stock Award Agreement, Restricted
                  Stock
                  Purchase Offers or by the Board or Committee, may require the payment
                  be
                  forfeited in accordance with the provisions of Section 6(c). Dividends
                  or
                  dividend equivalent rights may be extended to and made part of
                  any Stock
                  Award or Restricted Stock Purchase Offers denominated in Stock
                  or units of
                  Stock, subject to such terms, conditions and restrictions as the
                  Board or
                  Committee may establish.

              


      

      


      
        	 	
                (c)

              	
                Cancellation
                  and Rescission of Grants.
                  Unless the Stock Award Agreement or Restricted Stock Purchase Offer
                  specifies otherwise, the Board or Committee, as applicable, may
                  cancel any
                  unexpired, unpaid, or deferred Grants at any time if the Participant
                  is
                  not in compliance with all other applicable provisions of the Stock
                  Award
                  Agreement or Restricted Stock Purchase Offer, the Plan and with
                  the
                  following conditions:

              


      

      


      (i) A
        Participant shall not render services for any organization or engage directly
        or
        indirectly in any business which, in the judgment of the chief executive
        officer
        of the Company or other senior officer designated by the Board or Committee,
        is
        or becomes competitive with the Company, or which organization or business,
        or
        the rendering of services to such organization or business, is or becomes
        otherwise prejudicial to or in conflict with the interests of the Company.
        For
        Participants whose employment has terminated, the judgment of the chief
        executive officer shall be based on the Participant's position and
        responsibilities while employed by the Company, the Participant's
        post-employment responsibilities and position with the other organization
        or
        business, the extent of past, current and potential competition or conflict
        between the Company and the other organization or business, the effect on
        the
        Company's customers, suppliers and competitors and such other considerations
        as
        are deemed relevant given the applicable facts and circumstances. A Participant
        who has retired shall be free, however, to purchase as an investment or
        otherwise, stock or other securities of such organization or business so
        long as
        they are listed upon a recognized securities exchange or traded
        over-the-counter, and such investment does not represent a substantial
        investment to the Participant or a greater than ten percent (10%) equity
        interest in the organization or business.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      (ii) A
        Participant shall not, without prior written authorization from the Company,
        disclose to anyone outside the Company, or use in other than the Company's
        business, any confidential information or material, as defined in the Company's
        Proprietary Information and Invention Agreement or similar agreement regarding
        confidential information and intellectual property, relating to the business
        of
        the Company, acquired by the Participant either during or after employment
        with
        the Company. 

      


      (iii) A
        Participant, pursuant to the Company's Proprietary Information and Invention
        Agreement, shall disclose promptly and assign to the Company all right, title
        and interest in any invention or idea, patentable or not, made or conceived
        by
        the Participant during employment by the Company, relating in any manner
        to the
        actual or anticipated business, research or development work of the Company
        and
        shall do anything reasonably necessary to enable the Company to secure a
        patent
        where appropriate in the United States and in foreign countries.

      


      (iv) Upon
        exercise, payment or delivery pursuant to a Grant, the Participant shall
        certify
        on a form acceptable to the Committee that he or she is in compliance with
        the
        terms and conditions of the Plan. Failure to comply with all of the provisions
        of this Section 6(c) prior to, or during the six months after, any exercise,
        payment or delivery pursuant to a Grant shall cause such exercise, payment
        or
        delivery to be rescinded. The Company shall notify the Participant in writing
        of
        any such rescission within two years after such exercise, payment or delivery.
        Within ten days after receiving such a notice from the Company, the Participant
        shall pay to the Company the amount of any gain realized or payment received
        as
        a result of the rescinded exercise, payment or delivery pursuant to a Grant.
        Such payment shall be made either in cash or by returning to the Company
        the
        number of shares of Stock that the Participant received in connection with
        the
        rescinded exercise, payment or delivery.

      


      
        	 	
                (d)

              	
                Nonassignability.

              


      

      


      (i) Except
        pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii),
        no
        Grant or any other benefit under the Plan shall be assignable or transferable,
        or payable to or exercisable by, anyone other than the Participant to whom
        it
        was granted.

      


      (ii) Where
        a
        Participant terminates employment and retains a Grant pursuant to Section
        6(e)(ii) in order to assume a position with a governmental, charitable or
        educational institution, the Board or Committee, in its discretion and to
        the
        extent permitted by law, may authorize a third party (including but not limited
        to the trustee of a "blind" trust), acceptable to the applicable governmental
        or
        institutional authorities, the Participant and the Board or Committee, to
        act on
        behalf of the Participant with regard to such Awards.

      


      
        	 	
                (e)

              	
                Termination
                  of Employment.
                  If
                  the employment or service to the Company of a Participant terminates,
                  other than pursuant to any of the following provisions under this
                  Section
                  6(e), all unexercised, deferred and unpaid Stock Awards or Restricted
                  Stock Purchase Offers shall be cancelled immediately, unless the
                  Stock
                  Award Agreement or Restricted Stock Purchase Offer provides otherwise:
                  

              


      

      


      
        	 	
                (i)

              	
                Retirement
                  Under a Company Retirement Plan.
                  When a Participant's employment terminates as a result of retirement
                  in
                  accordance with the terms of a Company retirement plan, the Board
                  or
                  Committee may permit Stock Awards or Restricted Stock Purchase
                  Offers to
                  continue in effect beyond the date of retirement in accordance
                  with the
                  applicable Grant Agreement and the exercisability and vesting of
                  any such
                  Grants may be accelerated.

              


      

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      (ii) Rights
        in the Best Interests of the Company.
        When a
        Participant resigns from the Company and, in the judgment of the Board or
        Committee, the acceleration and/or continuation of outstanding Stock Awards
        or
        Restricted Stock Purchase Offers would be in the best interests of the Company,
        the Board or Committee may (i) authorize, where appropriate, the acceleration
        and/or continuation of all or any part of Grants issued prior to such
        termination and (ii) permit the exercise, vesting and payment of such Grants
        for
        such period as may be set forth in the applicable Grant Agreement, subject
        to
        earlier cancellation pursuant to Section 9 or at such time as the Board or
        Committee shall deem the continuation of all or any part of the Participant's
        Grants are not in the Company's best interest.

      


      (iii) Death
        or Disability of a Participant. 

      


      
        	 	
                (1)

              	
                In
                  the event of a Participant's death, the Participant's estate or
                  beneficiaries shall have a period up to the expiration date specified
                  in
                  the Grant Agreement within which to receive or exercise any outstanding
                  Grant held by the Participant under such terms as may be specified
                  in the
                  applicable Grant Agreement. Rights to any such outstanding Grants
                  shall
                  pass by will or the laws of descent and distribution in the following
                  order: (a) to beneficiaries so designated by the Participant; if
                  none,
                  then (b) to a legal representative of the Participant; if none,
                  then (c)
                  to the persons entitled thereto as determined by a court of competent
                  jurisdiction. Grants so passing shall be made at such times and
                  in such
                  manner as if the Participant were
                  living.

              


      

      


      
        	 	
                (2)

              	
                In
                  the event a Participant is deemed by the Board or Committee to
                  be unable
                  to perform his or her usual duties by reason of mental disorder
                  or medical
                  condition which does not result from facts which would be grounds
                  for
                  termination for cause, Grants and rights to any such Grants may
                  be paid to
                  or exercised by the Participant, if legally competent, or a committee
                  or
                  other legally designated guardian or representative if the Participant
                  is
                  legally incompetent by virtue of such
                  disability.

              


      

      


      
        	 	
                (3)

              	
                After
                  the death or disability of a Participant, the Board or Committee
                  may in
                  its sole discretion at any time (1) terminate restrictions in Grant
                  Agreements; (2) accelerate any or all installments and rights;
                  and (3)
                  instruct the Company to pay the total of any accelerated payments
                  in a
                  lump sum to the Participant, the Participant's estate, beneficiaries
                  or
                  representative; notwithstanding that, in the absence of such termination
                  of restrictions or acceleration of payments, any or all of the
                  payments
                  due under the Grant might ultimately have become payable to other
                  beneficiaries.

              


      

      


      
        	 	
                (4)

              	
                In
                  the event of uncertainty as to interpretation of or controversies
                  concerning this Section 6, the determinations of the Board or Committee,
                  as applicable, shall be binding and
                  conclusive.

              


      

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      
        	
                7.

              	
                Investment
                  Intent. All Grants under the Plan are intended to be exempt from
                  registration under the Securities Act provided by Rule 701 thereunder.
                  Unless and until the granting of Options or sale and issuance of
                  Stock
                  subject to the Plan are registered under the Securities Act or
                  shall be
                  exempt pursuant to the rules promulgated thereunder, each Grant
                  under the
                  Plan shall provide that the purchases or other acquisitions of
                  Stock
                  thereunder shall be for investment purposes and not with a view
                  to, or for
                  resale in connection with, any distribution thereof. Further, unless
                  the
                  issuance and sale of the Stock have been registered under the Securities
                  Act, each Grant shall provide that no shares shall be purchased
                  upon the
                  exercise of the rights under such Grant unless and until (i) all
                  then
                  applicable requirements of state and federal laws and regulatory
                  agencies
                  shall have been fully complied with to the satisfaction of the
                  Company and
                  its counsel, and (ii) if requested to do so by the Company, the
                  person
                  exercising the rights under the Grant shall (i) give written assurances
                  as
                  to knowledge and experience of such person (or a representative
                  employed
                  by such person) in financial and business matters and the ability
                  of such
                  person (or representative) to evaluate the merits and risks of
                  exercising
                  the Option, and (ii) execute and deliver to the Company a letter
                  of
                  investment intent and/or such other form related to applicable
                  exemptions
                  from registration, all in such form and substance as the Company
                  may
                  require. If shares are issued upon exercise of any rights under
                  a Grant
                  without registration under the Securities Act, subsequent registration
                  of
                  such shares shall relieve the purchaser thereof of any investment
                  restrictions or representations made upon the exercise of such
                  rights.

              


      

      


      
        	
                8.

              	
                Amendment,
                  Modification, Suspension or Discontinuance of the Plan. The Board
                  may,
                  insofar as permitted by law, from time to time, with respect to
                  any shares
                  at the time not subject to outstanding Grants, suspend or terminate
                  the
                  Plan or revise or amend it in any respect whatsoever, except that
                  without
                  the approval of the shareholders of the Company, no such revision
                  or
                  amendment shall (i) increase the number of shares subject to the
                  Plan,
                  (ii) decrease the price at which Grants may be granted, (iii) materially
                  increase the benefits to Participants, or (iv) change the class
                  of persons
                  eligible to receive Grants under the Plan; provided, however, no
                  such
                  action shall alter or impair the rights and obligations under any
                  Option,
                  or Stock Award, or Restricted Stock Purchase Offer outstanding
                  as of the
                  date thereof without the written consent of the Participant thereunder.
                  No
                  Grant may be issued while the Plan is suspended or after it is
                  terminated,
                  but the rights and obligations under any Grant issued while the
                  Plan is in
                  effect shall not be impaired by suspension or termination of the
                  Plan.

              


      

      


      In
        the
        event of any change in the outstanding Stock by reason of a stock split,
        stock
        dividend, combination or reclassification of shares, recapitalization, merger,
        or similar event, the Board or the Committee may adjust proportionally (a)
        the
        number of shares of Stock (i) reserved under the Plan, (ii) available for
        Incentive Stock Options and Nonstatutory Options and (iii) covered by
        outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
        prices related to outstanding Grants; and (c) the appropriate Fair Market
        Value
        and other price determinations for such Grants. In the event of any other
        change
        affecting the Stock or any distribution (other than normal cash dividends)
        to
        holders of Stock, such adjustments as may be deemed equitable by the Board
        or
        the Committee, including adjustments to avoid fractional shares, shall be
        made
        to give proper effect to such event. In the event of a corporate merger,
        consolidation, acquisition of property or stock, separation, reorganization
        or
        liquidation, the Board or the Committee shall be authorized to issue or assume
        stock options, whether or not in a transaction to which Section 424(a) of
        the
        Code applies, and other Grants by means of substitution of new Grant Agreements
        for previously issued Grants or an assumption of previously issued
        Grants.

      


      
        	
                9.

              	
                Tax
                  Withholding. The Company shall have the right to deduct applicable
                  taxes
                  from any Grant payment and withhold, at the time of delivery or
                  exercise
                  of Options, Stock Awards or Restricted Stock Purchase Offers or
                  vesting of
                  shares under such Grants, an appropriate number of shares for payment
                  of
                  taxes required by law or to take such other action as may be necessary
                  in
                  the opinion of the Company to satisfy all obligations for withholding
                  of
                  such taxes. If Stock is used to satisfy tax withholding, such stock
                  shall
                  be valued based on the Fair Market Value when the tax withholding
                  is
                  required to be made. 

              


      

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      
        	
                10.

              	
                Availability
                  of Information. During the term of the Plan and any additional
                  period
                  during which a Grant granted pursuant to the Plan shall be exercisable,
                  the Company shall make available, not later than one hundred and
                  twenty
                  (120) days following the close of each of its fiscal years, such
                  financial
                  and other information regarding the Company as is required by the
                  bylaws
                  of the Company and applicable law to be furnished in an annual
                  report to
                  the shareholders of the Company. 

              


      

       

      
        	
                11.

              	
                Notice.
                  Any written notice to the Company required by any of the provisions
                  of the
                  Plan shall be addressed to the chief personnel officer or to the
                  chief
                  executive officer of the Company, and shall become effective when
                  it is
                  received by the office of the chief personnel officer or the chief
                  executive officer. 

              


      

      


      
        	
                12.

              	
                Indemnification
                  of Board. In addition to such other rights or indemnifications
                  as they may
                  have as directors or otherwise, and to the extent allowed by applicable
                  law, the members of the Board and the Committee shall be indemnified
                  by
                  the Company against the reasonable expenses, including attorneys'
                  fees,
                  actually and necessarily incurred in connection with the defense
                  of any
                  claim, action, suit or proceeding, or in connection with any appeal
                  thereof, to which they or any of them may be a party by reason
                  of any
                  action taken, or failure to act, under or in connection with the
                  Plan or
                  any Grant granted thereunder, 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 claim, action, suit or proceeding, except
                  in any
                  case in relation to matters as to which it shall be adjudged in
                  such
                  claim, action, suit or proceeding that such Board or Committee
                  member is
                  liable for negligence or misconduct in the performance of his or
                  her
                  duties; provided that within sixty (60) days after institution
                  of any such
                  action, suit or Board proceeding the member involved shall offer
                  the
                  Company, in writing, the opportunity, at its own expense, to handle
                  and
                  defend the same. 

              


      

       

      
        	
                13.

              	
                Governing
                  Law. The Plan and all determinations made and actions taken pursuant
                  hereto, to the extent not otherwise governed by the Code or the
                  securities
                  laws of the United States, shall be governed by the law of the
                  State of
                  Nevada and construed accordingly. 

              


      

      


      
        	
                14.

              	
                Effective
                  and Termination Dates. The Plan shall become effective on the date
                  it is
                  approved by the holders of a majority of the shares of Stock then
                  outstanding. The Plan shall terminate ten years later, subject
                  to earlier
                  termination by the Board pursuant to Section 8.


              


      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      


      The
        foregoing 2008
        Incentive Stock Plan
        (consisting of 14 pages, including this page) was duly adopted and approved
        by
        the directors of the Corporation.

       

      
        	
                THERETIREMENTSOLUTION.COM, INC,

                a Nevada corporation

              
	 	 
	
                By:

              	  
	
                Its:

              	
                Chief Executive Officer

              


      


      
        
           

        

        
          14