Unassociated Document


    DEALERADVANCE
      INC.

    2008
      STOCK AWARD PLAN

     

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

    


    1. Definitions.

    


    (a) “Board”
      - The Board of Directors of the Company.

     

    (b) “Code”
      - The Internal Revenue Code of 1986, as amended from time to time.

     

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

     

    (d) “Company”
      - DealerAdvance, Inc. and its subsidiaries including subsidiaries of
      subsidiaries.

    


    (e) “Exchange
      Act” - The Securities Exchange Act of 1934, as amended from time to
      time.

    


    (f) “Fair
      Market Value” - The fair market value of the Company’s issued and outstanding
      Stock as determined in good faith by the Board or Committee.

     

    (g) “Participant”
      - A director, officer, or employee of the Company to whom an Award has been
      made
      under the Plan.

     

    (h) “Securities
      Act” - The Securities Act of 1933, as amended from time to time.

      

    (i) “Stock
      Award Agreement” - An agreement between the Company and a Participant that sets
      forth the terms, conditions and limitations applicable to a Stock
      Award.

     

    (j) “Stock”
      - Authorized and issued or unissued shares of Common Stock, $.0001 par value
      of
      the Company.

      

    (k) “Stock
      Award” - A Stock Award made under the Plan in Stock or denominated in units of
      Stock for which the Participant is not obligated to pay additional
      consideration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    3. Eligibility.

      

    (a) General.
      Any director, officer, or employee of the Company is eligible to receive a
      Stock
      Award. 

     

    (b) Consultants. Any
      Consultant to the Company may be a Participant; provided,
      however,
      that the Consultant is a natural person, provides bona fide services to the
      Company that are not in connection with the offer or sale of securities in
      a
      capital-raising transaction and do not directly or indirectly promote or
      maintain a market for the Company’s securities; and,
      provided, further,
      the Consultant otherwise is an “employee” as defined in Section A 1 (a) of the
      General Instructions to Form S-8 under the Securities Act. 

    


    4. Stock.

     

    (a) Authorized
      Stock.
      Stock subject to Stock Awards may be either unissued or reacquired
      Stock.

     

    (b) Number
      of Shares.
      Subject to adjustment as provided in Section 5(i) of the Plan, the total number
      of shares of Stock which may be granted directly by Stock Awards shall not
      exceed Fifty Million (50,000,000) shares. If any Stock Award shall for any
      reason terminate or expire, any shares allocated thereto upon such expiration
      or
      termination shall again be available for Stock Awards with respect thereto
      under
      the Plan as though no Stock Award had previously occurred with respect to such
      shares. 

     

    
      
        
        

      

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

    


    5. Stock
      Awards.

     

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

    


    (b) Insiders;
      Control Securities. Any
      Participant subject to Section 16(a) of the Exchange Act (generally any dirctor,
      officer or principal shareholder) shall comply with the requirements of Section
      16(b) of the Exchange Act (generally by holding the Stock subject a Stock Award
      for at least six months from the date of the Stock Award). The amount of
      securities of the Company that may be sold by any Participant that holds
“control securities” and any other person with whom he or she is acting in
      concert for the purpose of selling securities of the Company, may not exceed,
      during any three month period, the amount specified in Rule 144(e) of the
      General Rules and Regulations under the Securities Act (generally one percent
      of
      the shares outstanding as shown by the most recent report or statement published
      by the Company). The Participant shall have the burden of proving to the
      satisfaction of the Company, at Participant’s cost, any exemption to the
      requirements of this paragraph, including any exemption pursuant to Rule 16b-3
      of the General Rules and Regulations under the Exchange Act and any exception
      to
      Rule 144(e). 

     

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

    


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

     

    
      
        
        

      

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

    


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

    


    (iv)
      In performing its duties, the Participant agrees to adhere to and to act in
      accordance with all applicable laws, rules and regulations, the policies and
      procedures of the Company in effect from time to time, all written and oral
      instructions received from an authorized officer or employee of the Company,
      and
      high ethical standards. 

    


    (v)
       Upon
      delivery of a Stock Award, the Participant shall certify on a form acceptable
      to
      the Committee that he or she is in compliance with the terms and conditions
      of
      the Plan. Failure to comply with all of the provisions of this Section 5 prior
      to, or during the six months after, any Stock Award shall cause such Stock
      Award
      to be rescinded. The Company shall notify the Participant in writing of any
      such
      rescission within two years after such exercise, payment or delivery. Within
      ten
      days after receiving such a notice from the Company, the Participant shall
      pay
      to the Company the amount of any gain realized or payment received as a result
      of the rescinded Stock Award. Such payment shall be made either in cash or
      by
      returning to the Company the number of shares of Stock that the Participant
      received in connection with the rescinded exercise, payment or
      delivery.

     

    
      
        
        

      

      
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    (d) Nonassignability.

    


    (i) Except
      pursuant to Section 5(e)(iii) and except as set forth in Section 5(d)(ii),
      no
      Stock Award or any other benefit under the Plan shall be assignable or
      transferable, or payable to or exercisable by, anyone other than the
      Participant.

    


    (ii)
       Where
      a Participant terminates employment and retains a Stock Award pursuant to
      Section 5(e)(ii) in order to assume a position with a governmental, charitable
      or educational institution, the Board or Committee, in its discretion and to
      the
      extent permitted by law, may authorize a third party (including but not limited
      to the trustee of a “blind” trust), acceptable to the applicable governmental or
      institutional authorities, the Participant and the Board or Committee, to act
      on
      behalf of the Participant with regard to such Stock Award.

      

    (e) Termination
      of Employment.
      If the employment or service to the Company of a Participant terminates, other
      than pursuant to any of the following provisions under this Section 5(e), all
      unexercised, deferred and unpaid Stock Awards shall be cancelled immediately,
      unless the Stock Award Agreement provides otherwise.

    


    (i)
       Retirement
      Under a Company Retirement Plan.
      When a Participant’s employment terminates as a result of retirement in
      accordance with the terms of a Company retirement plan, the Board or Committee
      may permit the Participant’s Stock Award to continue in effect beyond the date
      of retirement in accordance with the applicable Stock Award Agreement and the
      exercisability and vesting of any such Stock Award may be
      accelerated.

    


    (ii)
       Rights
      in the Best Interests of the Company.
      When a Participant resigns from the Company and, in the judgment of the Board
      or
      Committee, the acceleration and/or continuation of outstanding Stock Awards
      would be in the best interests of the Company, the Board or Committee may (A)
      authorize, where appropriate, the acceleration and/or continuation of all or
      any
      part of any Stock Award issued prior to such termination and (B) permit the
      exercise, vesting and payment of such Stock Award for such period as may be
      set
      forth in the applicable Stock Award Agreement, subject to earlier cancellation
      pursuant to Section 5 or at such time as the Board or Committee shall deem
      the continuation of all or any part of the Participant’s Stock Award is not in
      the Company’s best interest.

    


    (iii)
       Death
      or Disability of a Participant. 

     

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

     

    
      
        
        

      

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

      

    (C) After
      the death or disability of a Participant, the Board or Committee may in its
      sole
      discretion at any time terminate restrictions in a Stock Award
      Agreement.

      

    (D) In
      the event of uncertainty as to interpretation of or controversies concerning
      this Section 5, the determinations of the Board or Committee, as applicable,
      shall be binding and conclusive.

    


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

    


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

     

    
      
        
        

      

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

    


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

    


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

     

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

    


    11. Effective
      and Termination Dates. The
      Plan shall become effective on the date it is approved by Board. The Plan shall
      terminate ten years later, subject to earlier termination by the Board pursuant
      to Section 7. 

     

    
      
        
        

      

      
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    The
      undersigned certifies that the foregoing is a true and correct copy of the
      DealerAdvance, Inc. 2008 Stock Award Plan as adopted by its Board of Directors
      on March 4, 2008.

    


    
      	 	
              /s/
                Steven
                Humphries              
                

            
	 	
              Steven
                Humphries, Chief Executive Officer

            


    

    

      
        
          
          

        

        
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    EXHIBIT
      A

    FORM
      OF

    STOCK
      AWARD AGREEMENT

    


    DealerAdvance,
      Inc. (the “Company”) hereby grants to ___________

    (“Employee”),
      _____________ shares of the Common Stock, $.0001 par value of the Company (the
      “Stock”). This Stock Award is subject to the restrictions as set forth below and
      to all the terms and conditions of the DealerAdvance, Inc. 2008 Stock Award
      Plan, (the “Plan”) which are incorporated herein by this reference, and neither
      this Stock Award nor the Stock may be assigned or transferred except as provided
      in the Plan. 

    


    This
      Stock Award is subject to following additional restrictions: 

    


    [Any
      additional restrictions to be inserted here]

    


    By
      signing below, Employee certifies that Employee is in compliance with the terms
      and conditions of the Plan. 

    


    Dated:
      __________ , _______ 

    


    
      	 	
              “Company”

            
	 	 	 
	 	
              By:
                

            	
                               
                

            
	 	
              [Type
                name and title of Authorized Officer] 

            
	 	 	 
	 	
              “Employee”

            
	 	 	 
	 	
              By:
                

            	
                                  
                

            
	 	
              [Type
                name of Participant]

            


    

    


    
      
        
        

      

      
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