ex10_1.htm


     

    
      EXHIBIT
10.1

       

      2008
NON-QUALIFIED STOCK COMPENSATION PLAN

      


      1. Purpose of
Plan

      


      1.1 This 2008 NON-QUALIFIED STOCK COMPENSATION PLAN (the “Plan”) of
Montgomery Real Estate Service Inc., a Nevada corporation (the “Company”), for
employees, directors, officers consultants, advisors and other persons
associated with the Company, is intended to advance the best interests of the
Company by providing those persons who have a substantial responsibility for its
management and growth with additional incentive and by increasing their
proprietary interest in the success of the Company, thereby encouraging them to
maintain their relationships with the Company. Further, the availability and
offering of stock options and common stock under the Plan supports and increases
the Company's ability to attract and retain individuals of exceptional talent
upon whom, in large measure, the sustained progress, growth and profitability of
the Company depends.

      


      2. Definitions

      


      2.1 For Plan purposes, except where the
context might clearly indicate otherwise, the following terms shall have the
meanings set forth below:

      


      “Board”
shall mean the Board of Directors of the Company.

      


      “Committee”
shall mean the Compensation Committee, or such other committee appointed by the
Board, which shall be designated by the Board to administer the Plan, or the
Board if no committees have been established. The Committee shall be composed of
two or more
persons as from time to time are appointed to serve by the
Board.

      


      “Common
Shares” shall mean the Company's Common Shares, $.001 par value per share, or,
in the event that the outstanding Common Shares are hereafter changed into or
exchanged for different shares of securities of the Company, such other shares
or securities.

      


      “Company”
shall mean Montgomery Real Estate Service Inc., a Nevada corporation, and
any parent or subsidiary corporation of Montgomery Real Estate Service Inc., as
such terms are defined in Sections 425(e) and 425(f), respectively, of the
Code.

      


      “Fair
Market Value” shall mean, with respect to the date a given stock option is
granted or exercised, the average of the highest and lowest reported sales
prices of the Common Shares, as reported by such responsible reporting service
as the Committee may select, or if there were not transactions in the Common
Shares on such day, then the last preceding day on which transactions took
place. The above withstanding, the Committee may determine the Fair Market Value
in such other manner as it may deem more equitable for Plan purposes or as is
required by applicable laws or regulations.

      


      “Optionee”
shall mean an employee of the company who has been granted one or more Stock
Options under the Plan.

      


      “Common
Stock” shall mean shares of common stock which are issued by the Company
pursuant to Section 5, below.

             

      “Common
Stockholder” means
the employee of, consultant to, or director of the Company or other person to
whom shares of Common Stock are issued pursuant to this Plan.

      


      “Common
Stock Agreement” means an agreement executed by a Common Stockholder and the
Company as contemplated by Section 5, below, which imposes on the shares of
Common Stock held by the Common Stockholder such restrictions as the Board or
Committee deem appropriate.

      


      “Stock
Option” or “Non-Qualified Stock Option” or “NQSO” shall mean a stock option
granted pursuant to the terms of the Plan.

      


      “Stock
Option Agreement” shall mean the agreement between the Company and the Optionee
under which the Optionee may purchase Common Shares hereunder.

      


      3. Administration of
the Plan

      


      3.1 The Committee shall administer the Plan
and accordingly, it shall have full power to grant Stock Options and Common
Stock, construe and interpret the Plan, establish rules and regulations and
perform all other acts, including the delegation of administrative
responsibilities, it believes reasonable and proper.

      


      3.2 The determination of those eligible to
receive Stock Options and Common Stock, and the amount, type and timing of each
grant and the terms and conditions of the respective stock option agreements and
Common Stock Agreements shall rest in the sole discretion of the Committee,
subject to the provisions of the Plan.

      


      3.3 The Committee may cancel any Stock
Options awarded under the Plan if an Optionee conducts himself in a manner which
the Committee determines to be inimical to the best interest of the Company, as
set forth more fully in paragraph 8 of Article 11 of the
Plan.

      


      3.4 The Board, or the Committee, may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan, or in any granted Stock Option, in the manner and to the extent it shall
deem necessary to carry it into effect.

      


      3.5 Any decision made, or action taken, by
the Committee or the Board arising out of or in connection with the
interpretation and administration of the Plan shall be final and
conclusive.

       

      3.6 Meetings of the Committee shall be held
at such times and places as shall be determined by the Committee. A majority of
the members of the Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of those members present at any meeting
shall decide any question brought before that meeting. In addition, the
Committee may take any action otherwise proper under the Plan by the affirmative
vote, taken without a meeting, of a majority of its members.

      


      3.7 No member of the Committee shall be
liable for any act or omission of any other member of the Committee or for any
act or omission on his own part, including, but not limited to, the exercise of
any power or discretion given to him under the Plan, except those resulting from
his own gross negligence or willful misconduct.

      


      3.8 The Company, through its management,
shall supply full and timely information to the Committee on all matters
relating to the eligibility of Optionees, their duties and performance, and
current information on any Optionee's death, retirement, disability or other
termination of association with the Company, and such other pertinent
information as the Committee may require. The Company shall furnish the
Committee with such clerical and other assistance as is necessary in the
performance of its duties hereunder.

      


      4. Shares Subject to
the Plan

      


      4.1 The total number of shares of the
Company available for grants of Stock Options and Common Stock under the Plan
shall be 2,000,000 Common Shares, subject to adjustment in accordance with
Article 7 of the Plan, which shares may be either authorized but unissued or
reacquired Common Shares of the Company.

      


      4.2 If a Stock Option or portion thereof
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares covered by such NQSO shall be available for future grants
of Stock Options.

      


      5. Award Of Common
Stock

      


      5.1            The Board or Committee from time to
time, in its absolute discretion, may (a) award Common Stock to employees of,
consultants to, and directors of the Company, and such other persons as the
Board or Committee may select, and (b) permit Holders of Options to exercise
such Options prior to full vesting therein and hold the Common Shares issued
upon exercise of the Option as Common Stock. In either such event, the owner of
such Common Stock shall hold such stock subject to such vesting schedule as the
Board or Committee may impose or such vesting schedule to which the Option was
subject, as determined in the discretion of the Board or
Committee.

      


      5.2            Common Stock shall be issued only
pursuant to a Common Stock Agreement, which shall be executed by the Common
Stockholder and the Company and which shall contain such terms and conditions as
the Board or Committee shall determine consistent with this Plan, including such
restrictions on transfer as are imposed by the Common Stock
Agreement.

      


      5.3            Upon delivery of the shares of Common
Stock to the Common Stockholder, below, the Common Stockholder shall have,
unless otherwise provided by the Board or Committee, all the rights of a
stockholder with respect to said shares, subject to the restrictions in the
Common Stock Agreement, including the right to receive all dividends and other
distributions paid or made with respect to the Common Stock.

      


      5.4.            Notwithstanding anything in this Plan
or any Common Stock Agreement to the contrary, no Common Stockholders may sell
or otherwise transfer, whether or not for value, any of the Common Stock prior
to the date on which the Common Stockholder is vested
therein.

      


      5.5            All shares of Common Stock issued under
this Plan (including any shares of Common Stock and other securities issued with
respect to the shares of Common Stock as a result of stock dividends, stock
splits or similar changes in the capital structure of the Company) shall be
subject to such restrictions as the Board or Committee shall provide, which
restrictions may include, without limitation, restrictions concerning voting
rights, transferability of the Common Stock and restrictions based on duration
of employment with the Company, Company performance and individual performance;
provided that the Board or Committee may, on such terms and conditions as it may
determine to be appropriate, remove any or all of such restric-tions. Common
Stock may not be sold or encumbered until all applicable restrictions have
terminated or expire. The restrictions, if any, imposed by the Board or
Committee or the Board under this Section 5 need not be identical for all Common
Stock and the imposition of any restrictions with respect to any Common Stock
shall not require the imposition of the same or any other restrictions with
respect to any other Common Stock.

      


      5.6            Each Common Stock Agreement shall
provide that the Company shall have the right to repurchase from the Common
Stockholder the unvested Common Stock upon a termination of employment,
termination of directorship or termination of a consultancy arrangement, as
applicable, at a cash price per share equal to the purchase price paid by the
Common Stockholder for such Common Stock.

      


      5.7            In the discretion of the Board or
Committee, the Common Stock Agreement may provide that the Company shall have
the a right of first refusal with respect to the Common Stock and a right to
repurchase the vested Common Stock upon a termination of the Common
Stockholder's employment with the Company, the termination of the Common
Stockholder's consulting arrangement with the Company, the termination of the
Common Stockholder's service on the Company's Board, or such other events as the
Board or Committee may deem appropriate.

      


      5.8            The Board or Committee shall cause a
legend or legends to be placed on certificates representing shares of Common
Stock that are subject to restrictions under Common Stock Agreements, which
legend or legends shall make appropriate reference to the applicable
restrictions.

      


      6. Stock Option Terms
and Conditions

      


      6.1 Consistent with the Plan's purpose,
Stock Options may be granted to non-employee directors of the Company or other
persons who are performing or who have been engaged to perform services of
special importance to the management, operation or development of the
Company.

      


      6.2 All Stock Options granted under the
Plan shall be evidenced by agreements which shall be subject to applicable
provisions of the Plan, and such other provisions as the Committee may adopt,
including the provisions set forth in paragraphs 2 through 11 of this Section
6.

      


      6.3 All Stock Options granted hereunder
must be granted within ten years from the earlier of the date of this Plan is
adopted or approved by the Company's shareholders.

      


      6.4 No Stock Option granted to any employee
or 10% Shareholder shall be exercisable after the expiration of ten years from
the date such NQSO is granted. The Committee, in its discretion, may provide
that an Option shall be exercisable during such ten year period or during any
lesser period of time.

       

          The
Committee may establish installment exercise terms for a Stock Option such that
the NQSO becomes fully exercisable in a series of cumulating portions. If an
Optionee shall not, in any given installment period, purchase all the Common
Shares which such Optionee is entitled to purchase within such installment
period, such Optionee's right to purchase any Common Shares not purchased in
such installment period shall continue until the expiration or sooner
termination of such NQSO. The Committee may also accelerate the exercise of any
NQSO. However, no NQSO, or any portion thereof, may be exercisable until thirty
(30) days following date of grant (“30-Day Holding Period.”).

      


      6.5 A Stock Option, or portion thereof,
shall be exercised by delivery of (i) a written notice of exercise of the
Company specifying the number of common shares to be purchased, and (ii) payment
of the full price of such Common Shares, as fully set forth in paragraph 6 of
this Section 6.

       

          No
NQSO or installment thereof shall be exercisable except with respect to whole
shares, and fractional share interests shall be disregarded. Not less than 100
Common Shares may be purchased at one time unless the number purchased is the
total number at the time available for purchase under the NQSO. Until the Common
Shares represented by an exercised NQSO are issued to an Optionee, he shall have
none of the rights of a shareholder.

      


      6.6 The exercise price of a Stock Option,
or portion thereof, may be paid:

      


      A. In United States dollars, in cash or by
cashier's check, certified check, bank draft or money order, payable to the
order of the Company in an amount equal to the option price;
or

      


      B. At the discretion of the Committee,
through the delivery of fully paid and nonassessable Common Shares, with an
aggregate Fair Market Value on the date the NQSO is exercised equal to the
option price, provided such tendered Shares have been owned by the Optionee for
at least one year prior to such exercise; or

      


      C. By a combination of both A and B
above.

       

          The
Committee shall determine acceptable methods for tendering Common Shares as
payment upon exercise of a Stock Option and may impose such limitations and
prohibitions on the use of Common Shares to exercise an NQSO as it deems
appropriate.

      


      6.7 With the Optionee's consent, the
Committee may cancel any Stock Option issued under this Plan and issue a new
NQSO to such Optionee.

      


      6.8 Except by will or the laws of descent
and distribution, no right or interest in any Stock Option granted under the
Plan shall be assignable or transferable, and no right or interest of any
Optionee shall be liable for, or subject to, any lien, obligation or liability
of the Optionee. Stock Options shall be exercisable during the Optionee's
lifetime only by the Optionee or the duly appointed legal representative of an
incompetent Optionee.

      


      6.9 If the Optionee shall die while
associated with the Company or within three months after termination of such
association, the personal representative or administrator of the Optionee's
estate or the person(s) to whom an NQSO granted hereunder shall have been
validly transferred by such personal representative or administrator pursuant to
the Optionee's will or the laws of descent and distribution, shall have the
right to exercise the NQSO for one year after the date of the Optionee's death,
to the extent (i) such NQSO was exercisable on the date of such termination of
employment by death, and (ii) such NQSO was not exercised, and (iii) the
exercise period may not be extended beyond the expiration of the term of the
Option.

       

          No
transfer of a Stock Option by the will of an Optionee or by the laws of descent
and distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and an authenticated copy of the
will and/or such other evidence as the Committee may deem necessary to establish
the validity of the transfer and the acceptance by the transferee or transferee
of the terms and conditions by such Stock Option.

       

          In
the event of death following termination of the Optionee's association with the
Company while any portion of an NQSO remains exercisable, the Committee, in its
discretion, may provide for an extension of the exercise period of up to one
year after the Optionee's death but not beyond the expiration of the term of the
Stock Option.

       

      6.10 Any Optionee who disposes of Common
Shares acquired on the exercise of a NQSO by sale or exchange either (i) within
two years after the date of the grant of the NQSO under which the stock was
acquired, or (ii) within one year after the acquisition of such Shares, shall
notify the Company of such disposition and of the amount realized upon such
disposition. The transfer of Common Shares may also be Common by applicable
provisions of the Securities Act of 1933, as amended.

      


      7. Adjustments or
Changes in Capitalization

      


      7.1 In the event that the outstanding
Common Shares of the Company are hereafter changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock
dividend:

      


      A. Prompt, proportionate, equitable,
lawful and adequate adjustment shall be made of the aggregate number and kind of
shares subject to Stock Options which may be granted under the Plan, such that
the Optionee shall have the right to purchase such Common Shares as may be
issued in exchange for the Common Shares purchasable on exercise of the NQSO had
such merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock dividend not
taken place;

      


      B. Rights under unexercised Stock Options
or portions thereof granted prior to any such change, both as to the number or
kind of shares and the exercise price per share, shall be adjusted
appropriately, provided that such adjustments shall be made without change in
the total exercise price applicable to the unexercised portion of such NQSO's
but by an adjustment in the price for each share covered by such NQSO's;
or

      


      C. Upon any dissolution or liquidation of
the Company or any merger or combination in which the Company is not a surviving
corporation, each outstanding Stock Option granted hereunder shall terminate,
but the Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his NQSO in whole or in part, to
the extent that it shall not have been exercised, without regard to any
installment exercise provisions in such NQSO.

      


      7.2 The foregoing adjustments and the
manner of application of the foregoing provisions shall be determined solely by
the Committee, whose determination as to what adjustments shall be made and the
extent thereof, shall be final, binding and conclusive. No fractional Shares
shall be issued under the Plan on account of any such
adjustments.

      


      8. Merger,
Consolidation or Tender Offer

      


      8.1 If the Company shall be a party to a
binding agreement to any merger, consolidation or reorganization or sale of
substantially all the assets of the Company, each outstanding Stock Option shall
pertain and apply to the securities and/or property which a shareholder of the
number of Common Shares of the Company subject to the NQSO would be entitled to
receive pursuant to such merger, consolidation or reorganization or sale of
assets.

      


      8.2 In the event that:

      


      A. Any person other than the Company shall
acquire more than 20% of the Common Shares of the Company through a tender
offer, exchange offer or otherwise;

      


      B. A change in the “control” of the
Company occurs, as such term is defined in Rule 405 under the Securities Act of
1933;

      


      C. There shall be a sale of all or
substantially all of the assets of the Company;

      


      any then
outstanding Stock Option held by an Optionee, who is deemed by the Committee to
be a statutory officer (“Insider”) for purposes of Section 16 of the Securities
Exchange Act of 1934 shall be entitled to receive, subject to any action by the
Committee revoking such an entitlement as provided for below, in lieu of
exercise of such Stock Option, to the extent that it is then exercisable, a cash
payment in an amount equal to the difference between the aggregate exercise
price of such NQSO, or portion thereof, and, (i) in the event of an offer or
similar event, the final offer price per share paid for Common Shares, or such
lower price as the Committee may determine to conform an option to preserve its
Stock Option status, times the number of Common Shares covered by the NQSO or
portion thereof, or (ii) in the case of an event covered by B or C above, the
aggregate Fair Market Value of the Common Shares covered by the Stock Option, as
determined by the Committee at such time.

      


      8.3 Any payment which the Company is
required to make pursuant to paragraph 8.2 of this Section 8 shall be made
within 15 business days, following the event which results in the Optionee's
right to such payment. In the event of a tender offer in which fewer than all
the shares which are validly tendered in compliance with such offer are
purchased or exchanged, then only that portion of the shares covered by an NQSO
as results from multiplying such shares by a fraction, the numerator of which is
the number of Common Shares acquired pursuant to the offer and the denominator
of which is the number of Common Shares tendered in compliance with such offer
shall be used to determine the payment thereupon. To the extent that all or any
portion of a Stock Option shall be affected by this provision, all or such
portion of the NQSO shall be terminated.

      


      8.4 Notwithstanding paragraphs 8.1 and 8.3
of this Section 8, the Committee may, by unanimous vote and resolution,
unilaterally revoke the benefits of the above provisions; provided, however,
that such vote is taken no later than ten business days following public
announcement of the intent of an offer or the change of control, whichever
occurs earlier.

      


      9. Amendment and
Termination of Plan

      


      9.1 The Board may at any time, and from
time to time, suspend or terminate the Plan in whole or in part or amend it from
time to time in such respects as the Board may deem appropriate and in the best
interest of the Company.

      


      9.2 No amendment, suspension or termination
of this Plan shall, without the Optionee's consent, alter or impair any of the
rights or obligations under any Stock Option theretofore granted to him under
the Plan.

      


      9.3 The Board may amend the Plan, subject
to the limitations cited above, in such manner as it deems necessary to permit
the granting of Stock Options meeting the requirements of future amendments or
issued regulations, if any, to the Code.

      


      9.4 No NQSO may be granted during any
suspension of the Plan or after termination of the Plan.

       

      10. Government and Other
Regulations

      


      10.1 The obligation of the Company to issue,
transfer and deliver Common Shares for Stock Options exercised under the Plan
shall be subject to all applicable laws, regulations, rules, orders and approval
which shall then be in effect and required by the relevant stock exchanges on
which the Common Shares are traded and by government entities as set forth below
or as the Committee in its sole discretion shall deem necessary or advisable.
Specifically, in connection with the Securities Act of 1933, as amended, upon
exercise of any Stock Option, the Company shall not be required to issue Common
Shares unless the Committee has received evidence satisfactory to it to the
effect that the Optionee will not transfer such shares except pursuant to a
registration statement in effect under such Act or unless an opinion of counsel
satisfactory to the Company has been received by the Company to the effect that
such registration is not required. Any determination in this connection by the
Committee shall be final, binding and conclusive. The Company may, but shall in
no event be obligated to, take any other affirmative action in order to cause
the exercise of a Stock Option or the issuance of Common Shares pursuant thereto
to comply with any law or regulation of any government
authority.

      


      11. Miscellaneous
Provisions

      


      11.1 No person shall have any claim or right
to be granted a Stock Option or Common Stock under the Plan, and the grant of an
NQSO or Common Stock under the Plan shall not be construed as giving an Optionee
or Common Stockholder the right to be retained by the Company. Furthermore, the
Company expressly reserves the right at any time to terminate its relationship
with an Optionee with or without cause, free from any liability, or any claim
under the Plan, except as provided herein, in an option agreement, or in any
agreement between the Company and the Optionee.

      


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

      


      11.3 The payment received from Optionee from
the exercise of Stock Options under the Plan shall be used for the general
corporate purposes of the Company.

      


      11.4 The place of administration of the Plan
shall be in Springfield, Massachusetts, and the validity, construction,
interpretation, administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined solely in
accordance with the laws of the State of Nevada.

      


      11.5 Without amending the Plan, grants may
be made to persons who are foreign nationals or employed outside the United
States, or both, on such terms and conditions, consistent with the Plan's
purpose, different from those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to create equitable opportunities given
differences in tax laws in other countries.

      


      11.6 In addition to such other rights of
indemnification as they may have as members of the Board or the Committee, the
members of the Committee shall be indemnified by the Company against all costs
and expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan or any Stock Option
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 action,
suit or proceeding, except a judgment based upon a finding of bad faith;
provided that upon the institution of any such action, suit or proceeding a
Committee member shall, in writing, give the Company notice thereof and an
opportunity, at its own expense, to handle and defend the same, with counsel
acceptable to the Optionee, before such Committee member undertakes to handle
and defend it on his own behalf.

       

      11.7 Stock Options may be granted under this
Plan from time to time, in substitution for stock options held by employees of
other corporations who are about to become employees of the Company as the
result of a merger or consolidation of the employing corporation with the
Company or the acquisition by the Company of the assets of the employing
corporation or the acquisition by the Company of stock of the employing
corporation as a result of which it becomes a subsidiary of the Company. The
terms and conditions of such substitute stock options so granted may vary from
the terms and conditions set forth in this Plan to such extent as the Board of
Directors of the Company at the time of grant may deem appropriate to conform,
in whole or in part, to the provisions of the stock options in substitution for
which they are granted, but no such variations shall be such as to affect the
status of any such substitute stock options as a stock option under Section 422A
of the Code.

      


      11.8 Notwithstanding anything to the
contrary in the Plan, if the Committee finds by a majority vote, after full
consideration of the facts presented on behalf of both the Company and the
Optionee, that the Optionee has been engaged in fraud, embezzlement, theft,
insider trading in the Company's stock, commission of a felony or proven
dishonesty in the course of his association with the Company or any subsidiary
corporation which damaged the Company or any subsidiary corporation, or for
disclosing trade secrets of the Company or any subsidiary corporation, the
Optionee shall forfeit all unexercised Stock Options and all exercised NQSO's
under which the Company has not yet delivered the certificates and which have
been earlier granted to the Optionee by the Committee. The decision of the
Committee as to the cause of an Optionee's discharge and the damage done to the
Company shall be final. No decision of the Committee, however, shall affect the
finality of the discharge of such Optionee by the Company or any subsidiary
corporation in any manner.

      


      12. Written
Agreement

      


      12.1 Each Stock Option granted hereunder
shall be embodied in a written Stock Option Agreement which shall be subject to
the terms and conditions prescribed above and shall be signed by the Optionee
and by the President or any Vice President of the Company, for and in the name
and on behalf of the Company. Such Stock Option Agreement shall contain such
other provisions as the Committee, in its discretion shall deem
advisable.

       

      Number of
Shares: ____________________                                                                                                                                         

      Date of
Grant: _____

       

      FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT

      


      AGREEMENT
made this____day of_____________________200___ ,
between (the “Optionee”), and Montgomery Real Estate Service Inc., (the
“Company”).

      


      1. Grant of
Option

       

          The
Company, pursuant to the provisions of the Non-Qualified Stock Compensation Plan
(the “Plan”), adopted by the Board of Directors on October 27, 2008, the Company
hereby grants to the Optionee, subject to the terms and conditions set forth or
incorporated herein, an option to purchase from the Company all or any part of
an aggregate of ______ shares of its $.001 par value common stock, as such
common stock is now constituted, at the purchase price of $________ per share.
The provisions of the Plan governing the terms and conditions of the Option
granted hereby are incorporated in full herein by reference.

      


      2. Exercise

       

          The
Option evidenced hereby shall be exercisable in whole or in part on or
after______and on or before________, provided that the cumulative number of
shares of common stock as to which this Option may be exercised (except in the
event of death, retirement, or permanent and total disability, as provided in
paragraph 6.9 of the Plan) shall not exceed the following amounts:

       

      Cumulative Number
  Prior to
Date

      of
Shares                  (Not
Inclusive of)

       

      The
Option evidenced hereby shall be exercisable by the delivery to and receipt by
the Company of (i) written notice of election to exercise, in the form set forth
in Attachment B hereto, specifying the number of shares to be purchased; (ii)
accompanied by payment of the full purchase price thereof in cash or certified
check payable to the order of the Company, or by fully paid and nonassessable
common stock of the Company properly endorsed over to the Company, or by a
combination thereof, and (iii) by return of this Stock Option Agreement for
endorsement of exercise by the Company on Schedule I hereof. In the event fully
paid and nonassessable common stock is submitted as whole or partial payment for
shares to be purchased hereunder, such common stock will be valued at their Fair
Market Value (as defined in the Plan) on the date such shares received by the
Company are applied to payment of the exercise price.

       

      3. Transferability

       

          The
Option evidenced hereby is not assignable or transferable by the Optionee other
than by the Optionee's will or by the laws of descent and distribution, as
provided in paragraph 6.9 of the Plan. The Option shall be exercisable only by
the Optionee during his lifetime.

      


      Montgomery
Real Estate Service Inc.

      


       

      By:

      Name:

      ATTEST:                                                                                                                                 
Title:

      


      ________________________________

      Secretary

       

          Optionee
hereby acknowledges receipt of a copy of the Plan, attached hereto and accepts
this Option subject to each and every term and provision of such Plan. Optionee
hereby agrees to accept as binding, conclusive and final, all decisions or
interpretations of the of the Board of Directors administering the Plan on any
questions arising under such Plan. Optionee recognizes that if Optionee's
employment with the Company or any subsidiary thereof shall be terminated
without cause, or by the Optionee, prior to completion or satisfactory
performance by Optionee (except as otherwise provided in paragraph 6 of the
Plan) all of the Optionee's rights hereunder shall thereupon terminate; and
that, pursuant to paragraph 6 of the Plan, this Option may not be exercised
while there is outstanding to Optionee any unexercised Stock Option granted to
Optionee before the date of grant of this Option.

      


      


      Dated:___________                   

      


                                                                                                   
______________________________________

      Optionee

      


                                                                                                   ______________________________________

      Print
Name

      


                                                                                                    ______________________________________

      Address

       

                                                                                                     ______________________________________

      Social
Security No.

      


      


       

      ATTACHMENT
B

      


      NOTICE OF
EXERCISE

      


      


      


      To: Montgomery Real Estate Service
Inc.,

      


      


      (1)  The undersigned hereby elects to
purchase ________ shares of Common Shares (the “Common Shares”), of Montgomery
Real Estate Service Inc., pursuant to the terms of the attached Non-Qualified
Stock Option Agreement, and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any.

       

      (2)  Please issue a certificate or
certificates representing said shares of Common Shares in the name of the
undersigned or in such other name as is specified below:

       

      _______________________________

      (Name)

      


      _______________________________

      (Address)

      


      _______________________________

      (Address)

      


      


      


      Dated:

      


      


      ________________________

      Signature

      


      


      Optionee:____________________________          

      


      Date of
Grant: ________________________

      


       

      SCHEDULE
I

      


      


      
        	
                DATE

              	
                SHARES
      PURCHASED

              	
                PAYMENT
      RECEIVED

              	
                UNEXERCISED

                SHARES

                REMAINING

              	
                ISSUING

                OFFICER

                INITIALS