AMENDMENT

    TO

    FOLDERA,
      INC.

    2005
      STOCK OPTION PLAN

     

    The
      following provision is hereby incorporated into, and is hereby made a part
      of,
      that certain 2005 Stock Option Plan (the “Plan”) of Foldera, Inc., a Nevada
      corporation (the “Company”), and such provision shall be effective immediately.
      All capitalized terms in the Amendment, to the extent not otherwise defined
      herein, shall have the meanings assigned to such terms in the Plan.

     

    Section
      3
      of the Plan is hereby deleted in its entirety and the following is hereby
      substituted in place thereof:

     

    “3. Stock
      Subject to the Plan.
      Subject
      to the provisions of Section 11 of the Plan, the maximum aggregate number of
      Shares which may be optioned and sold under the Plan is 18,800,000 Shares.
      The
      Shares may be authorized, but unissued, or reacquired Common
      Stock.”

     

    Section
      11(c) of the Plan is hereby deleted in its entirety and the following is hereby
      substituted in place thereof:

     

    “(c) Merger.
      In the
      event of a merger of the Company with or into another corporation, or the sale
      of substantially all of the assets of the Company, each outstanding Option
      shall
      either fully vest and become immediately exercisable or have an equivalent
      option substituted by the successor corporation or a Parent or Subsidiary of
      the
      successor corporation. The selection of the Option becoming fully vested or
      whether the Option shall be substituted with an equivalent option by the
      successor corporation or a Parent or Subsidiary of the successor corporation,
      if
      so offered, shall be at the sole choice of the Optionee.

    


    In
      the
      event that the successor corporation does not offer to assume or substitute
      for
      the Option, the Optionee shall automatically fully vest in and have the right
      to
      exercise the Option as to all of the Optioned Stock, including Shares as to
      which it would not otherwise be vested or exercisable ("Acceleration of
      Vesting"). If an Option becomes fully vested and exercisable in lieu of
      assumption or substitution in the event of a merger or sale of assets, the
      Administrator shall notify the Optionee in writing that the Option shall be
      fully vested and exercisable for a period of thirty (30) days from the date
      of
      such notice, and the Option shall terminate upon the expiration of such
      period.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    For
      the
      purposes of this subsection (c), the Option shall be considered assumed if,
      following the merger or sale of assets, the option confers the right to purchase
      or receive, for each Share of Optioned Stock subject to the Option immediately
      prior to the merger or sale of assets, the consideration (whether stock, cash,
      or other securities or property) received in the merger or sale of assets by
      holders of Common Stock for each Share held on the effective date of the
      transaction (and if holders were offered a choice of consideration, the type
      of
      consideration chosen by the holders of a majority of the outstanding Shares);
      provided, however, that if such consideration received in the merger or sale
      of
      assets is not solely common stock of the successor corporation or its Parent,
      the Administrator may, with the consent of the successor corporation, provide
      for the consideration to be received upon the exercise of the Option, for each
      Share of Optioned Stock subject to the Option, to be solely common stock of
      the
      successor corporation or its Parent equal in fair market value to the per share
      consideration received by holders of Common Stock in the merger or sale of
      assets.”

    


    Except
      as
      expressly modified hereby, all other terms and provisions of the Plan shall
      remain in full force and effect, are incorporated herein by this reference,
      and
      shall govern the conduct of the Board; provided, however, to the extent of
      any
      inconsistency between the provisions of the Plan and this Amendment, the
      provisions of this Amendment shall control


     

    
      	
              APPROVED
                BY THE BOARD OF DIRECTORS OF FOLDERA, INC. EFFECTIVE DECEMBER 6,
                2007