ex10x2.htm


    Exhibit
10.2

    ACCREDITED
MEMBERS, INC.

    2009
STOCK OPTION PLAN

    


    1.           Purposes of and Benefits
Under the Plan.  This 2009 Stock Option Plan (the “Plan”) is
intended to encourage stock ownership by employees, consultants and directors of
Accredited Members, Inc. and its controlled, affiliated and subsidiary entities
(collectively, the “Corporation”), so that they may acquire or increase their
proprietary interest in the Corporation, and is intended to facilitate the
Corporation’s efforts to:  (i) induce qualified persons to become
employees, officers and directors (whether or not they are employees) and
consultants to the Corporation; (ii) compensate employees, officers, directors
and consultants for services to the Corporation; and (iii) encourage such
persons to remain in the employ of or associated with the Corporation and to put
forth maximum efforts for the success of the Corporation.  It is
further intended that options granted by the Committee pursuant to Section 6 of
this Plan shall constitute “incentive stock options” (“Incentive Stock Options”)
within the meaning of Section 422 of the Internal Revenue Code, and the
regulations issued thereunder, and options granted by the Committee pursuant to
Section 7 of this Plan shall constitute “non-qualified stock options”
(“Non-qualified Stock Options”). The term “Options” includes both Incentive
Stock Options and Non-qualified Stock Options.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

     

    1


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


    3.           Administration.

    


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

    


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

    


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

     

     

    2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


    4.           Eligibility.

    


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

    


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

    


    5.           Stock
Reserved.

    


    (a)  The stock
subject to Options or Bonuses hereunder shall be shares of Common
Stock.  Such shares, in whole or in part, may be authorized but
unissued shares or shares that shall have been or that may be reacquired by the
Corporation.  The aggregate number of shares of Common Stock as to
which Options and Bonuses may be granted from time to time under the Plan shall
not exceed 1,000,000 subject to adjustment as provided in Section 8(i)
hereof.

    


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

    


    6.           Incentive Stock
Options.

    


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

    


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

     

     

    3


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

    
4

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

     

    5


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


    (f)  Termination.

    


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

    


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

    


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

    


    (h)  Transferability
Restriction.

    


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

     

     

    6


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


    (i)  Effect of Certain
Changes.

    


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

    


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

     

     

    7


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


     

    8


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

     

    9


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


    12.           Amendment and Termination of
the Plan.

    


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

    


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

    


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

     

     

    10


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


    16.           Adoption.

    


    (a) This Plan
was approved by resolution of the Board of Directors of the Corporation on March
11, 2009.

    


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

    


    


    [End of
Plan]

     

     

     

     

    11


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     Exhibit
A

    


    FORM OF STOCK OPTION
AGREEMENT

    


    


    STOCK OPTION AGREEMENT made as of this
___ day of ____________, ______, by and between Accredited Members, Inc., a
Colorado corporation (the “Corporation”), and _____________ (the
“Recipient”).

    


    In accordance with the Corporation’s
2009 Stock Option Plan (the “Plan”), the provisions of which are incorporated
herein by reference, the Corporation desires, in connection with the services of
the Recipient, to provide the Recipient with an opportunity to acquire shares of
the Corporation’s $.0001 par value common stock (“Common Stock”) on favorable
terms and thereby increase the Recipient’s proprietary interest in the
Corporation and incentive to put forth maximum efforts for the success of the
business of the Corporation.  Capitalized terms used but not defined
herein are used as defined in the Plan.

    


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

    


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

    


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

    


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

    


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

     

     

    
1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


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

    


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

     

     

    2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


    10.  Notices.  Each
notice relating to this Agreement will be in writing and delivered in person or
by certified mail to the proper address.  Notices to the Corporation
shall be addressed to the Corporation, attention: President, 15975 Winding Trail
Rd., Colorado Springs, CO  80908, or at such other address as may
constitute the Corporation’s principal place of business at the time, with a
copy to: Theresa M. Mehringer, Esq., Burns Figa & Will, P.C., 6400 S.
Fiddlers Green Circle, Suite 1000, Greenwood Village, CO
80111.  Notices to the Recipient or other person or persons then
entitled to exercise the Option shall be addressed to the Recipient or such
other person or persons at the Recipient’s address below
specified.  Anyone to whom a notice may be given under this Agreement
may designate a new address by notice to that effect given pursuant to this
Paragraph 10.

    


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

    


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

    


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

    


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

    


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

     

     

     

     

    
3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

       

       

      
        
          	 	ACCREDITED
      MEMBERS, INC.	 
	 	 	 	 
	
                  Date
      ____________________, ________

                	
                  By:
      

                	 	 
	 	J.W.
      Roth, President	 
	 	 	 	 
	 	 	 	 


        

      

       

       

    

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

     

     

    
      
        
          	 	 	 
	 	 	 	 
	
                  Date
      ____________________, ________

                	
                   

                	 	 
	 	Signature
      of Recipient	 
	 	 	 	 
	 	 	 	 
	 	Tax
      ID Number 	 	 
	
                   

                   

                	 	 	 


        

      

      
        
          	 	Address: 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

      

    

     

     

     

     

     

    4

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


     Exhibit
B

    SUBSCRIPTION
AGREEMENT

    


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

    


    This Subscription Agreement is entered
for the purpose of the undersigned acquiring _____________ shares of the $.0001
par value common stock (the “Securities”) of Accredited Members, Inc., a
Colorado corporation (the “Corporation”) from the Corporation as a Bonus or
pursuant to exercise of an Option granted pursuant to the Corporation's 2009
Stock Option Plan (the “Plan”). All capitalized terms not otherwise defined
herein shall be as defined in the Plan.

    


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

    


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

    


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

    


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

    


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

     

    1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


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

    


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

     

     

     

     

    
      
         

        
          
            
              	 	 	 
	 	 	 	 
	
                      Date
      ____________________, ________

                    	
                       

                    	 	 
	 	Signature
      of Recipient	 
	 	 	 	 
	 	 	 	 
	 	Tax
      ID Number 	 	 
	
                       

                       

                    	 	 	 


            

          

          
            
              	 	Address: 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


            

          

        

         

      

       

       

      2