FOLDERA,
      INC.

    


    2005
      STOCK OPTION PLAN, AS AMENDED

    


    STOCK
      OPTION AGREEMENT

    


    Unless
      otherwise defined herein, the terms defined in the Plan shall have the same
      defined meanings in this Option Agreement.

    


    
      	
              I.

            	
              NOTICE
                OF STOCK OPTION GRANT

            
	 	 
	 	
              Name

            
	 	
              Address

            


    

    


    The
      undersigned Optionee has been granted an Option to purchase Common Stock of
      the
      Company, subject to the terms and conditions of the Plan and this Option
      Agreement, as follows:

     

    
      	
              Date
                of Grant:

            	
              __________________

            
	 	 
	
              Exercise
                Price per Share:

            	
              $_________

            
	 	 
	
              Total
                Number of Shares Granted:

            	
              __________

            
	 	 
	
              Total
                Exercise Price:

            	
              $_____________

            
	 	 
	
              Type
                of Option:

            	
              
                ____
                  Incentive Stock Option

              

            
	 	
              ___
                Nonstatutory Stock Option

            
	 	 
	
              Term/Expiration
                Date:

            	
              ____________________

            


    

     

    Vesting
      Schedule:
      This
      Option shall be vested, in whole or in part, according to the following
      schedule:

    


    
      	
              Date

            	
              Option
                Shares

            
	 	 
	
              _____________

            	
              __________

            


    

    


    In
      addition, the Option may be subject to vesting acceleration upon certain events
      as provided in Section 2(c) of the Option Agreement.

    


    Vesting
      pursuant to this Vesting Schedule is subject to Optionee providing services
      to
      the Company as a Service Provider continuously from the Grant Date to each
      such
      vesting date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	II.	
              AGREEMENT

            


    

     

    1. Grant
      of Option.
      The
      Plan Administrator of the Company hereby grants to the person (the "Optionee")
      named in the Notice of Stock Option Grant (the “Grant Notice”), an option (the
      "Option") to purchase the number of Shares set forth in the Notice of Grant,
      at
      the exercise price per Share set forth in the Notice of Grant (the "Exercise
      Price"), and subject to the terms and conditions of the Plan, which is
      incorporated herein by reference. Subject to Section 13(c) of the Plan, in
      the
      event of a conflict between the terms and conditions of the Plan and this Option
      Agreement, the terms and conditions of the Plan shall prevail.

     

    If
      designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this
      Option is intended to qualify as an Incentive Stock Option as defined in Section
      422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule
      of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock
      Option ("NSO").

     

    2. Exercise
      of Option.

     

    (a) Right
      to Exercise.
      This
      Option shall be exercisable during its term in accordance with the Vesting
      Schedule set out in the Notice of Grant and with the applicable provisions
      of
      the Plan and this Option Agreement.

     

    (b)
       Method
      of Exercise.
      This
      Option shall be exercisable by delivery of an exercise
      notice in the form attached as Exhibit A (the "Exercise Notice") which shall
      state the election to exercise the Option, the number of Shares with respect
      to
      which the Option is being exercised, and such other representations and
      agreements as may be required by the Company. The Exercise Notice shall be
      accompanied by payment of the aggregate Exercise Price as to all Exercised
      Shares. This Option shall be deemed to be exercised upon receipt by the Company
      of such fully executed Exercise Notice accompanied by the aggregate Exercise
      Price.

     

    No
      Shares
      shall be issued pursuant to the exercise of an Option unless such issuance
      and
      such exercise comply with Applicable laws. Assuming such compliance, for income
      tax purposes the Shares shall be considered transferred to the Optionee on
      the
      date on which the Option is exercised with respect to such Shares.

     

    (c) Vesting
      Acceleration. Upon the consummation of a Change in Control (as defined in
      Section 10 below), or the involuntary termination of Optionee as a Service
      Provider (other than for Cause, as defined in Section 10 below), all unvested
      options, if any, of Service Provider shall become vested and
      exercisable.

     

    3. Term.
      Optionee may not exercise the Option before the commencement of its term or
      after its term expires. During the term of the Option, Optionee may only
      exercise the Option to the extent vested. The term of the Option commences
      on
      the Date of Grant and expires upon the earliest
      of the
      following:

     

    (a) With
      respect to the unvested portion of the Option, upon voluntary termination of
      Optionee’s continuous service to the Company as a Service Provider;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      (b) With
        respect to the vested portion of the Option, twenty-four (24) months after
        the
        termination of Optionee’s continuous service to the Company as a Service
        Provider for any reason other than your Disability or death;

    

     

    (c) With
      respect to the vested portion of the Option, twenty-four (24) months after
      the
      termination of Optionee’s continuous service to the Company as a Service
      Provider due to your Disability or death;

     

    (d) Immediately
      prior to the close of certain corporate transactions, pursuant to
      Section 11(c) of the Plan; 

     

    (e) The
      Term/Expiration Date provided in the Notice of Grant; or

     

    (f) The
      day
      before the tenth (10th) anniversary of the Date of Grant.

     

    4. Optionee's
      Representations.
      In the
      event the Shares have not been registered under the Securities Act of 1933,
      as
      amended, at the time this Option is exercised, the Optionee shall, if required
      by the Company, concurrently with the exercise of all or any portion of this
      Option, deliver to the Company an Investment Representation Statement in a
      form
      satisfactory to the Company.

    


    5. Lock-Up
      Period.
      Optionee hereby agrees that, if so requested by the Company or any
      representative of the underwriters (the "Managing Underwriter") in connection
      with any registration of the offering of any securities of the Company under
      the
      Securities Act, Optionee shall not sell or otherwise transfer any Shares or
      other securities of the Company during the 180-day period (or such other period
      as may be requested in writing by the Managing Underwriter and agreed to in
      writing by the Company) (the "Market Standoff Period") following the effective
      date of a registration statement of the Company filed under the Securities
      Act.
      Such restriction shall apply only to the first registration statement of the
      Company to become effective under the Securities Act that includes securities
      to
      be sold on behalf of the Company to the public in an underwritten public
      offering under the Securities Act. The Company may impose stop-transfer
      instructions with respect to securities subject to the foregoing restrictions
      until the end of such Market Standoff Period.

     

    6. Method
      of Payment.
      Payment
      of the aggregate Exercise Price shall be by any of the following, or a
      combination thereof, at the election of the Optionee:

     

    (a) cash
      or
      check;

     

    (b) consideration
      received by the Company under a cashless exercise program adopted by the Company
      in connection with the Plan; 

     

    (c) surrender
      of other Shares which, (i) in the case of Shares acquired upon exercise of
      an
      option, have been owned by the Optionee for such period of time on the date
      of
      surrender that will avoid a compensation expense for financial accounting
      purposes, and (ii) have a Fair Market Value on the date of surrender equal
      to
      the aggregate Exercise Price of the Exercised Shares; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      (d)
         at
        the
        Company’s discretion, cancellation of a number of Shares subject to the Option
        which have vested and are being exercised equal to the largest number of
        whole
        Shares that has a Fair Market Value that does not exceed the aggregate Exercise
        Price.   With respect to any remaining balance of the aggregate Exercise
        Price, the Company shall accept a cash payment from the Optionee. The Shares
        used to pay the aggregate Exercise Price under this provision will be considered
        to have resulted from the exercise of the Option, and accordingly, the Option
        will not again be exercisable with respect to such Shares.

    

     

    7. Restrictions
      on Exercise.
      This
      Option may not be exercised until such time as the Plan has been approved by
      the
      shareholders of the Company, or if the issuance of such Shares upon such
      exercise or the method of payment of consideration for such shares would
      constitute a violation of any Applicable Law.

     

    8. Non-Transferability
      of Option.
      This
      Option may not be transferred in any manner otherwise than by will or by the
      laws of descent or distribution and may be exercised during the lifetime of
      Optionee only by Optionee. The terms of the Plan and this Option Agreement
      shall
      be binding upon the executors, administrators, heirs, successors and assigns
      of
      the Optionee.

     

    9. Tax
      Obligations.

     

    (a) Tax
      Consequences.
      The
      Optionee acknowledges that Optionee is solely responsible for the tax
      consequences of receiving the grant of this Option, exercising this Option
      and
      the transfer or disposal of any Shares received upon the exercise of this
      Option. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION
      OR DISPOSING OF THE SHARES.

     

    (b) Withholding
      Taxes.
      Optionee agrees to make appropriate arrangements with the Company (or the Parent
      or Subsidiary employing or retaining Optionee) for the satisfaction of all
      Federal, state, local and foreign income and employment tax withholding
      requirements applicable to the Option exercise. Optionee acknowledges and agrees
      that the Company may refuse to honor the exercise and refuse to deliver Shares
      if such withholding amounts are not delivered at the time of
      exercise.

     

    (c)
       Share
      Withholding.
      Unless
      otherwise agreed by the Optionee and the Company in writing, the Company, in
      compliance with any applicable legal conditions or restrictions, may, in its
      sole discretion, withhold from fully vested Shares purchased through the
      exercise of the Option, otherwise deliverable to Optionee through the exercise
      of the Option, a whole number of Shares having a Fair Market Value, as
      determined by the Company as of the date of exercise, not in excess of the
      amount of tax required to be withheld by law (or such lower amount as may be
      necessary to avoid adverse financial accounting treatment). To the extent that
      the withholding of the Shares is less than the tax withholding amount, the
      Optionee agrees to pay the remainder of the tax withholding in cash or check
      or
      to have such amount withheld by the Company from the Optionee’s compensation
      through payroll and any other amounts payable to Optionee.

     

    (d)
       Notice
      of Disqualifying Disposition of ISO Shares.
      If the
      Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise
      disposes of any of the Shares acquired pursuant to the ISO on or before the
      later of (1) the date two years after the Date of Grant, or (2) the
      date one year after the date of exercise, the Optionee shall immediately notify
      the Company in writing of such disposition. Optionee agrees that Optionee may
      be
      subject to income tax withholding by the Company on the compensation income
      recognized by the Optionee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      10. Definitions.

    

     

    
      (a) “Cause”
shall,
        with respect to the Optionee, have the equivalent meaning or the same meaning
        as
“cause,” “for cause” or any equivalent term set forth in any employment,
        consulting, or other agreement for the performance of services between the
        Optionee and the Company or any Subsidiary or, in the absence of any such
        definition in such agreement, such term shall mean (i) the Optionee’s (1)
        willful failure to perform his material duties as an employee of the Company
        or
        a material breach of a material term of this Agreement and (2) failure to
“cure”
any such breach or default within thirty (30) days after receipt of written
        notice from the Company specifying such breach or default and the specific
        steps
        necessary to cure such breach or default; (ii) the commission of an act of
        fraud, embezzlement or material dishonesty that results in substantial personal
        enrichment to the Optionee; (iii) the Optionee’s conviction of, or plea of
nolo
        contendere
        to a
        felony; (iv) the Optionee’s gross negligence or breach of fiduciary duty that
        results in material harm to the Company; (v) the material breach of a material
        term of the Optionee’s confidential information and invention assignment,
        non-solicitation, non-disclosure and/or other similar agreement with the
        Company
        or any Subsidiary or (vi) the commission of an act which constitutes competition
        with the Company or any of its Subsidiaries.

       

    

    (b) “Change
      in Control”
means
      and shall be deemed to have occurred on the earliest of the following
      dates:

     

    (i)
      the
      date
      on which any “person” (as such term is used in Sections 13(d) and 14(d) of
      the Exchange Act), other than Richard Lusk or Suyen Castellon or Vision
      Opportunity Master Fund, obtains “beneficial ownership” (as defined in
      Rule 13d-3 of the Exchange Act) or a pecuniary interest in fifty
      percent (50%) or more of the combined voting power of the Company’s then
      outstanding securities (“Voting
      Stock”);

     

    (ii)
      the
      consummation of a merger, consolidation, reorganization or similar transaction
      other than a transaction: (1) in which substantially all of the holders of
      Company’s Voting Stock hold or receive directly or indirectly fifty
      percent (50%) or more of the voting stock of the resulting entity or a
      parent company thereof, in substantially the same proportions as their ownership
      of the Company immediately prior to the transaction; or (2) in which the
      holders of Company’s capital stock immediately before such transaction will,
      immediately after such transaction, hold as a group on a fully diluted basis
      the
      ability to elect at least a majority of the directors of the surviving
      corporation (or a parent company);

     

    (iii)
      there
      is
      consummated a sale, lease, exclusive license or other disposition of all or
      substantially all of the consolidated assets of the Company and its
      Subsidiaries, other than a sale, lease, license or other disposition of all
      or
      substantially all of the consolidated assets of the Company and its Subsidiaries
      to an entity, fifty percent (50%) or more of the combined voting power of
      the voting securities of which are owned by shareholders of the Company in
      substantially the same proportions as their ownership of the Company immediately
      prior to such sale, lease, license or other disposition; or

     

    (iv)
      individuals
      who, on the date this Plan is adopted by the Board, are Directors (the
“Incumbent
      Board”)
      cease
      for any reason to constitute at least a majority of the Directors; provided,
      however, that if the appointment or election (or nomination for election) of
      any
      new Director was approved or recommended by a majority vote of the members
      of
      the Incumbent Board then still in office, such new member shall, for purposes
      of
      this Plan, be considered as a member of the Incumbent Board.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      purposes of determining whether a Change in Control has occurred, a transaction
      includes all transactions in a series of related transactions, and terms used
      in
      this definition but not defined are used as defined in the Plan. The term Change
      in Control shall not include a sale of assets, merger or other transaction
      effected exclusively for the purpose of changing the domicile of the
      Company.

    


    (c)“Good
      Reason”
shall,
      with respect to any Optionee, have the equivalent meaning (or the same meaning
      as “good reason,” “constructive termination,” “for good reason” or any
      equivalent term) set forth in any employment, consulting or other agreement
      for
      the performance of services between the Optionee and the Company or any
      Subsidiary or, in the absence of any such definition in such agreement, such
      term shall mean (i) the assignment to the Optionee of any duties
      inconsistent in any material respect with the Optionee’s position (including
      status, offices, titles and reporting requirements), authority, duties or
      responsibilities as assigned by the Company or any Subsidiary, or any other
      action by the Company (or any Subsidiary) which results in a material diminution
      in such duties or responsibilities, excluding for this purpose an isolated,
      insubstantial and inadvertent action not taken in bad faith and which is
      remedied by the Company (or any Subsidiary) promptly after receipt of notice
      thereof given by the Optionee. For purposes of clarification, if, after a Change
      in Control, the Optionee does not have the same title and position with the
      successor entity, or, if applicable, its ultimate parent, then the Optionee
      will
      have suffered a material diminution of Optionee’s duties which will qualify as
      Good Reason pursuant to this paragraph; (ii) any failure by the Company (or
      any Subsidiary) to comply with its material obligations to the Optionee as
      provided in any written agreement between the Optionee and the Company, other
      than an isolated, insubstantial and inadvertent failure not occurring in bad
      faith and which is remedied by the Company (or any Subsidiary) promptly after
      receipt of notice thereof given by the Optionee; (iii) the Company’s (or
      any Subsidiary’s) requiring the Optionee to be based at any office or location
      more than thirty-five (35) miles from the location of employment as of the
      date
      immediately prior to the Change in Control, except for travel reasonably
      required in the performance of the Optionee’s responsibilities; or (iv) any
      reduction in the Optionee’s base salary.

    


    11. Entire
      Agreement, Governing Law.
      The
      Plan is incorporated herein by reference. The Plan and this Option Agreement
      constitute the entire agreement of the parties with respect to the subject
      matter hereof and supersede in their entirety all prior undertakings and
      agreements of the Company and Optionee with respect to the subject matter
      hereof, and may not be modified adversely to the Optionee's interest except
      by
      means of a writing signed by the Company and Optionee. This Option Agreement
      is
      governed by the internal substantive laws but not the choice of law rules of
      California.

     

    12. No
      Guarantee of Continued Service.
      OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
      VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUNG AS A SERVICE PROVIDER AT
      THE
      WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
      OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
      THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
      SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
      CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
      PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR
      THE COMPANY’S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER
      AT ANY TIME, WITH OR WITHOUT CAUSE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Optionee
      acknowledges receipt of a copy of the Plan and represents that he or she is
      familiar with the terms and provisions thereof, and hereby accepts this Option
      subject to all of the terms and provisions thereof. Optionee has reviewed the
      Plan and this Option in their entirety, has had an opportunity to obtain the
      advice of counsel prior to executing this Option and fully understands all
      provisions of the Option. Optionee hereby agrees to accept as binding,
      conclusive and final all decisions or interpretations of the Administrator
      upon
      any questions arising under the Plan or this Option. Optionee further agrees
      to
      notify the Company upon any change in the residence address indicated
      below.

    


    
      	
              OPTIONEE:

            	 	
              FOLDERA,
                INC.

            
	 	 	 
	
               

            	 	
               

            
	
              Signature

            	 	
              By

            
	 	 	 
	
               

            	 	
               

            
	
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                Name

            	 	
              Title

            


    

     

    
      	
               

            	
            


    

    
      	
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