EXHIBIT
      10.5

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    


    DEBUT
      BROADCASTING CORPORATION, INC.

    2007
      STOCK INCENTIVE PLAN

    


    


     

    


     

    


     

    


     

    


     

    


    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    Effective
      December 3, 2007

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    DEBUT
      BROADCASTING CORPORATION, INC.

    2007
      STOCK INCENTIVE PLAN

     

    TABLE
      OF CONTENTS 

     

    Page

    

      
        	
                ARTICLE
                  I. DEFINITIONS

              	
                1

              
	
                1.1

              	
                 Affiliate

              	
                1

              
	
                1.2

              	
                 Agreement

              	
                1

              
	
                1.3

              	
                 Award

              	
                1

              
	
                1.4

              	
                 Board

              	
                1

              
	
                1.5

              	
                 Code

              	
                1

              
	
                1.6

              	
                 Committee

              	
                1

              
	
                1.7

              	
                 Company

              	
                1

              
	
                1.8

              	
                 Date
                  of Exercise

              	
                1

              
	
                1.9

              	
                 Exchange
                  Act

              	
                1

              
	
                1.10

              	
                 Fair
                  Market Value

              	
                2

              
	
                1.11

              	
                 Incentive
                  Option

              	
                2

              
	
                1.12

              	
                 Nonqualified
                  Option

              	
                2

              
	
                1.13

              	
                 Option

              	
                2

              
	
                1.14

              	
                 Participant

              	
                2

              
	
                1.15

              	
                 Plan

              	
                2

              
	
                1.16

              	
                 Restricted
                  Stock

              	
                2

              
	
                1.17

              	
                 Stock

              	
                2

              
	
                1.18

              	
                 Stock
                  Bonus

              	
                2

              
	
                1.19

              	
                 Ten
                  Percent Stockholder

              	
                2

              
	 	 	 
	
                ARTICLE
                  II. PURPOSE

              	
                2

              
	 	 
	
                ARTICLE
                  III. ADMINISTRATION

              	
                3

              
	
                3.1

              	
                 Administration
                  of Plan

              	
                3

              
	
                3.2

              	
                 Authority
                  to Grant Awards

              	
                3

              
	
                3.3

              	
                 Persons
                  Subject to Section 16(b)

              	
                3

              
	 	 	 
	
                ARTICLE
                  IV. AWARD ELIGIBILITY AND LIMITATIONS

              	
                3

              
	
                4.1

              	
                 Participation

              	
                3

              
	
                4.2

              	
                 Grant
                  of Awards

              	
                3

              
	
                4.3

              	
                 Limitations
                  on Incentive Options

              	
                3

              
	
                4.4

              	
                 Restricted
                  Stock

              	
                4

              
	
                4.5

              	
                 Stock
                  Bonus

              	
                4

              
	 	 	 
	
                ARTICLE
                  V. STOCK SUBJECT TO PLAN

              	
                4

              
	
                5.1

              	
                 Source
                  of Shares

              	
                4

              
	
                5.2

              	
                 Maximum
                  Number of Shares

              	
                4

              
	
                5.3

              	
                 Forfeitures

              	
                4

              
	 	 
	
                ARTICLE
                  VI. OPTION EXERCISE AND STOCKHOLDER RIGHTS

              	
                4

              
	
                6.1

              	
                 Exercise
                  Price

              	
                4

              
	
                6.2

              	
                 Right
                  to Exercise

              	
                4

              
	
                6.3

              	
                 Maximum
                  Exercise Period

              	
                4

              
	
                6.4

              	
                 Transferability

              	
                5

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

       

      
        	
                6.5

              	
                 Stockholder
                  Rights

              	
                5

              
	
                6.6

              	
                 Employee
                  Status

              	
                5

              
	 	 
	
                ARTICLE
                  VII. METHOD OF EXERCISE

              	
                5

              
	
                7.1

              	
                 Exercise

              	
                5

              
	
                7.2

              	
                 Payment

              	
                5

              
	
                7.3

              	
                 Withholding
                  Tax Requirements

              	
                5

              
	
                7.4

              	
                 Issuance
                  and Delivery of Shares

              	
                5

              
	 	 
	
                ARTICLE
                  VIII. ADJUSTMENT UPON CORPORATE CHANGES

              	
                5

              
	
                8.1

              	
                 Adjustments
                  to Shares

              	
                5

              
	
                8.2

              	
                 Substitution
                  of Awards on Merger or Acquisition

              	
                6

              
	
                8.3

              	
                 Effect
                  of Certain Transactions

              	
                6

              
	
                8.4

              	
                 No
                  Adjustment Upon Certain Transactions

              	
                6

              
	
                8.5

              	
                 Fractional
                  Shares

              	
                7

              
	 	 
	
                ARTICLE
                  IX. LEGAL COMPLIANCE CONDITIONS

              	
                7

              
	
                9.1

              	
                 General

              	
                7

              
	
                9.2

              	
                 Representations
                  by Participants

              	
                7

              
	 	 
	
                ARTICLE
                  X. GENERAL PROVISIONS

              	
                7

              
	
                10.1

              	
                 Effect
                  on Employment

              	
                7

              
	
                10.2

              	
                 Unfunded
                  Plan

              	
                7

              
	
                10.3

              	
                 Rules
                  of Construction

              	
                7

              
	
                10.4

              	
                 Governing
                  Law and Venue

              	
                7

              
	
                10.5

              	
                 Compliance
                  with Section 16 of the Exchange Act

              	
                8

              
	
                10.6

              	
                 Amendment

              	
                8

              
	
                10.7

              	
                 Duration
                  of Incentive Options

              	
                8

              
	
                10.8

              	
                 Waiver
                  of Jury Trail

              	
                8

              
	
                10.9

              	
                 Effective
                  Date of Plan

              	
                8

              
	
                 

              	 	 


      

    

    


     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    



    DEBUT
      BROADCASTING CORPORATION, INC.

    2007
      STOCK INCENTIVE PLAN

    


     

    PREAMBLE

     

    WHEREAS,
      Debut Broadcasting Corporation, Inc. (hereinafter the “Company”) desires to
      provide stock options as a means to attract, retain and motivate key corporate
      personnel, through ownership of stock of the Company, and to attract individuals
      of outstanding ability to render services to and enter the employment of the
      Company or its subsidiaries;

     

     

    WHEREAS,
      the Company intends that the Plan provide for option awards that qualify as
      “incentive stock options” within the meaning of section 422 of the Code, as well
      as options that are not so qualified; 

    


     

    WHEREAS,
      the Company further intends that this Plan be administered in a manner so that
      it amounts paid to certain officers of the Company hereunder may be treated
      as
      "performance-based compensation" described in section 162(m)(4)(C) of the
      Code;

     

     

    WHEREAS,
      the Company intends that this Plan and Awards granted hereunder will conform
      to
      the requirements for exemption set forth under Securities and Exchange
      Commission Rule 16b-3;

     

    NOW,
      THEREFORE, the Company hereby establishes the Debut Broadcasting Corporation,
      Inc. 2007 Stock Incentive Plan:

     

    ARTICLE
      I. DEFINITIONS

     

    1.1 Affiliate.
      A
      corporate parent, corporate subsidiary, limited liability company, partnership
      or other business entity that is directly or indirectly wholly-owned or
      controlled by the Company.

     

    1.2 Agreement.
      A
      written agreement (including any amendment or supplement thereto) between the
      Company or Affiliate and a Participant specifying the terms and conditions
      of an
      Award granted to such Participant.

     

    1.3 Award.
      A right
      that is granted under the Plan to a Participant by the Company, which may be
      in
      the form of Options, Restricted Stock or Stock Bonus.

     

    1.4 Board.
      The
      board of directors of the Company.

     

    1.5 Code.
      The
      Internal Revenue Code of 1986, as amended.

     

    1.6 Committee.
      The
      committee that is designated by the Board as the “compensation committee” or
      otherwise designated to administer the Plan; provided that in the absence of
      a
      designation of a committee for this purpose, the full Board shall be the
      Committee. In the event that any common class of equity securities of the
      Company is or becomes subject to registration under section 12 of the Exchange
      Act, the Committee shall be composed of at least two individuals (or such number
      that satisfies the
      requirements of
      section
      162(m)(4)(C) of the Code, Rule 16b-3 of the Exchange Act and the member rules
      of
      any trading exchange (e.g.,
      the New
      York Stock Exchange or the NASDAQ Stock Market) or automated quotation system
      or
      reporting system (e.g.,
      the OTC
      Bulletin Board System) upon which Stock is traded). 

     

    1.7 Company.
      Debut
      Broadcasting Corporation, Inc. and its successors.

     

    1.8 Date
      of Exercise.
      The
      date that the Company accepts tender of the exercise price of an
      Option.

     

    1.9 Exchange
      Act.
      The
      Securities Exchange Act of 1934, as amended.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    1.10 Fair
      Market Value.
      On any
      given date, Fair Market Value shall be the applicable description
      below:

     

    
      	 	
              (a)

            	
              If
                the Stock is traded on a trading exchange (e.g.,
                the New York Stock Exchange or the NASDAQ National Market), Fair
                Market
                Value shall be determined by reference to the price of the Stock
                on such
                exchange or system with respect to the date for which Fair Market
                Value is
                being determined.

            


    

     

    
      	 	
              (b)

            	
              If
                the Common Stock is not then listed on an exchange or the NASDAQ
                National
                Market, but is quoted on the NASDAQ Small Cap Market, the NASDAQ
                electronic bulletin board or the National Quotation Bureau pink sheets,
                the average of the closing bid and asked prices per share for the
                Common
                Stock as quoted by NASDAQ or the National Quotation Bureau, as the
                case
                may be, on the last trading day immediately preceding such
                date.

            


    

     

    
      	 	
              (c)

            	
              If
                the Stock is not traded on a recognized exchange or automated trading
                system, Fair Market Value shall be the value determined in good faith
                by
                the Committee in accordance with section 409A of the
                Code.

            


    

     

    1.11 Incentive
      Option.
      An
      Option that is intended to qualify as an “incentive stock option” within the
      meaning of section 422 of the Code. An Incentive Option, or a portion thereof,
      shall not be invalid for failure to qualify under section 422 of the Code,
      but
      shall be treated as a Nonqualified Option.

     

    1.12 Nonqualified
      Option.
      An
      Option that is not an Incentive Option.

     

    1.13 Option.
      The
      right that is granted hereunder to a Participant to purchase from the Company
      a
      stated number of shares of Stock at the price set forth in an Agreement. As
      used
      herein, an Option includes both Incentive Options and Nonqualified
      Options.

     

    1.14 Participant.
      A
      director, officer, employee, consultant or advisor of the Company or of an
      Affiliate who satisfies the requirements of Article IV and is selected by the
      Committee to receive an Award.

     

    1.15 Plan.
      The
      Debut Broadcasting Corporation, Inc. 2007 Stock Incentive Plan.

     

    1.16 Restricted
      Stock.
      A grant
      of Stock that is subject to restrictions on transfer and/or a risk of forfeiture
      by and to the Participant, as described in Section 4.4. Restricted Stock that
      is
      awarded to a Participant shall cease to be Restricted Stock at the time that
      such restrictions and risks of forfeiture lapse in accordance with the terms
      of
      the Agreement or Plan.

     

    1.17 Stock.
      The
      common stock of the Company.

     

    1.18 Stock
      Bonus.
      A grant
      of Common Stock as described in Section 4.5.

     

    1.19 Ten
      Percent Stockholder.
      An
      individual who owns more than 10% of the total combined voting power of all
      classes of stock of the Company or an Affiliate at the time he is granted an
      Incentive Option. For the purpose of determining if an individual is a Ten
      Percent Stockholder, he shall be deemed to own any voting stock owned (directly
      or indirectly) by or for his brothers and sisters (whether by whole or half
      blood), spouse, ancestors or lineal descendants and shall be considered to
      own
      proportionately any voting stock owned (directly or indirectly) by or for a
      corporation, partnership, estate or trust of which such individual is a
      stockholder, partner or beneficiary.

     

    ARTICLE
      II. PURPOSE

     

    The
      purpose of this Plan is to encourage ownership of Stock of the Company by
      directors, officers, employees, consultants and advisors of the Company and
      any
      current or future Affiliate. This Plan is intended to provide an incentive
      and
      bonus for maximum effort in the successful operation of the Company and is
      expected to benefit the stockholders by associating the interests of the
      Company’s employees with those of its stockholders and by enabling the Company
      to attract and retain personnel of the best available talent through the
      opportunity to share, by the proprietary interests created by this Plan, in
      the
      increased value of the Company’s shares to which such personnel have
      contributed. The benefits of this Plan are not a substitute for compensation
      otherwise payable to Company employees pursuant to the terms of their
      employment. Proceeds from the purchase of Stock pursuant to this Plan shall
      be
      used for the general business purposes of the Company. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    ARTICLE
      III. ADMINISTRATION

     

    3.1 Administration
      of Plan.
      The
      Plan shall be administered by the Committee. The express grant in the Plan
      of
      any specific power to the Committee shall not be construed as limiting any
      power
      or authority of the Committee. Any decision made or action taken by the
      Committee to administer the Plan shall be final and conclusive. No member of
      the
      Committee shall be liable for any act done in good faith with respect to this
      Plan or any Agreement or Award. The Company shall bear all expenses of Plan
      administration. In addition to all other authority vested with the Committee
      under the Plan, the Committee shall have complete authority to:

     

    
      	 	
              (a)

            	
              Interpret
                all provisions of this Plan;

            


    

     

    
      	 	
              (b)

            	
              Prescribe
                the form of any Agreement and notice and manner for executing or
                giving
                the same;

            


    

     

    
      	 	
              (c)

            	
              Make
                amendments to all Agreements;

            


    

     

    
      	 	
              (d)

            	
              Adopt,
                amend, and rescind rules for Plan administration;
                and

            


    

     

    
      	 	
              (e)

            	
              Make
                all determinations it deems advisable for the administration of this
                Plan.

            


    

     

    3.2 Authority
      to Grant Awards.
      The
      Committee shall have authority to grant Awards upon such terms the Committee
      deems appropriate and that are not inconsistent with the provisions of this
      Plan. Such terms may include conditions on the exercise of all or any part
      of an
      Option or the lapse of restrictions on Restricted Stock.

     

    3.3 Persons
      Subject to Section
      16(b).
      Notwithstanding anything in the Plan to the contrary, the Committee, in its
      absolute discretion, may bifurcate the Plan so as to restrict, limit or
      condition the use of any provision of the Plan to participants who are officers
      and directors subject to section 16(b) of the Exchange Act, without so
      restricting, limiting or conditioning the Plan with respect to other
      Participants.

     

    ARTICLE
      IV. AWARD ELIGIBILITY AND LIMITATIONS

     

    4.1 Participation.
      The
      Committee may from time to time designate directors, officers, employees,
      consultants and advisors to whom Awards are to be granted and who are eligible
      to become Participants. Such designation shall specify the number of shares
      of
      Stock, if any, subject to each Award. All Awards granted under this Plan shall
      be evidenced by Agreements that shall be subject to applicable provisions of
      this Plan or such other provisions as the Committee may adopt that are not
      inconsistent with the Plan.

     

    4.2 Grant
      of Awards.
      An
      Award shall be deemed to be granted to a Participant at the time that the
      Committee designates in a writing that is adopted by the Committee as the grant
      of an Award, and that makes reference to the name of the Participant and the
      number of shares of Stock that are subject to the Award. Accordingly, an Award
      may be deemed to be granted prior to the approval of this Plan by the
      stockholders of the Company and prior to the time that an Agreement is executed
      by the Participant and the Company. Notwithstanding any language in an Agreement
      or other document to the contrary, if this Plan is not approved by the
      stockholders of the Company in a manner that satisfies Treasury Regulations
      within 12 months of the adoption of this Plan by the Board, all Options granted
      hereunder shall be treated as Nonqualified Options.

     

    4.3 Limitations
      on Incentive Options.
      A
      person who is not an employee of the Company or an Affiliate is not eligible
      to
      receive an Incentive Option. To the extent that the aggregate Fair Market Value
      of Stock with respect to which Incentive Options are exercisable for the first
      time by a Participant during any calendar year (under all stock incentive plans
      of the Company and its Affiliates) exceeds $100,000 (or the amount specified
      in
      section 422 of the Code), determined as of the date an Incentive Option is
      granted, such Options shall be treated as Nonqualified Options. This provision
      shall be applied by taking Incentive Options into account in the order in which
      they were granted.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    4.4 Restricted
      Stock.
      An
      award of Restricted Stock to a Participant is a grant of Stock that is subject
      to forfeiture and/or restrictions on transfer that are identified in an
      Agreement. A Participant who receives Restricted Stock shall be treated as
      a
      stockholder of the Company for all purposes, except that the rights of the
      Participant may be limited under the terms of the Agreement. Unless otherwise
      specified in an Agreement, Participants shall be entitled to receive dividends
      on and exercise voting rights with respect to shares of Restricted
      Stock.

     

    4.5 Stock
      Bonus.
      Notwithstanding any other provision of the Plan, the Committee may grant Stock
      Bonuses, as compensation or as bonuses, to such service providers as the
      Committee may select in its sole discretion from time to time. After the
      Committee determines that it will offer Stock Bonuses under the Plan, it shall
      advise the offeree in writing of the terms and conditions related to the offer,
      including the number of shares of Stock that such person shall be entitled
      to
      receive, the time within which such person must accept such offer, and the
      manner of acceptance of such offer.

     

    ARTICLE
      V. STOCK SUBJECT TO PLAN

     

    5.1 Source
      of Shares.
      Upon
      the exercise of an Option,
      lapse of
      restrictions on Restricted Stock or the grant a Stock Bonus,
      the
      Company shall deliver to the Participant authorized but previously unissued
      Stock or Stock that is held by the Company in treasury.

     

    5.2 Maximum
      Number of Shares.
      The
      maximum aggregate number of shares of Stock that may be issued pursuant to
      the
      Plan is 1,000,000 shares, subject to increases and adjustments as provided
      in
      Article VIII. No person may receive Options during any 12-month period to
      purchase more than 200,000 shares of Stock.

     

    5.3 Forfeitures.
      If any
      Option granted hereunder expires or terminates for any reason without having
      been exercised in full,
      or
      Restricted Stock is forfeited,
      the
      shares of Stock subject thereto shall again be available for issuance of an
      Award under this Plan.

     

    ARTICLE
      VI. OPTION EXERCISE AND STOCKHOLDER RIGHTS

     

    6.1 Exercise
      Price.
      Unless
      otherwise determined by the Committee and/or stated in the Participant’s
      Agreement, the exercise price of shares subject to an Option shall be the Fair
      Market Value of such shares as determined by the Committee on the date of grant.
      Notwithstanding the foregoing, in no event shall the exercise price of an
      Incentive Option be less than 100% of the Fair Market Value of a share of Stock
      on the date the Incentive Option is granted, or 110% of the Fair Market Value
      of
      a share of Stock on the date the Incentive Option is granted in the case of
      a
      Ten Percent Stockholder. Notwithstanding the foregoing, in no event shall the
      exercise price of a Nonqualified Option be less than the 100% of the Fair Market
      Value of a share of Stock on the date the Nonqualified Option is
      granted.

     

    6.2 Right
      to Exercise.
      An
      Option may be exercisable on the date of grant or on such other date(s)
      established by the Committee or as provided in an Agreement, provided, however,
      that Options granted to officers or directors subject to section 16 of the
      Exchange Act shall not be exercisable or transferable,
      and
      restrictions on Restricted Stock shall
      not
      lapse,
      until at
      least six months after the Award is granted.

     

    6.3 Maximum
      Exercise Period.
      The
      maximum period in which an Option may be exercised shall be determined by the
      Committee on the date of grant except that no Incentive Option shall be
      exercisable after the expiration of ten years (five years in the case of
      Incentive Options granted to a Ten Percent Stockholder) from the date it was
      granted. A Participant must exercise an Incentive Option while he is an employee
      of the Company or an Affiliate or within three months of termination of
      employment with the Company and its Affiliates (one year in the case of
      termination due to disability or death), or, if sooner, within a period of
      time
      designated in the Participant’s Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    6.4 Transferability.
      An
      Award granted under this Plan shall not be transferable except by will or by
      the
      laws of descent and distribution, and shall be exercisable during the lifetime
      of the Participant only by the Participant; provided, however, that a
      Nonqualified Option
      or
      Restricted Stock
      may be
      transferable to the extent provided in an Agreement. No right or interest of
      a
      Participant in any Award shall be liable for, or subject to, any lien,
      obligation or liability of such Participant.

     

    6.5 Stockholder
      Rights.
      No
      Participant shall have any rights as a stockholder with respect to shares
      subject to Options prior to the Date of Exercise of such Option, and if
      requested, has given the representation described in Section 9.2. 

     

    6.6 Employee
      Status.
      The
      Committee shall determine the extent to which a leave of absence for military
      or
      government service, illness, temporary disability, or other reasons shall be
      treated as a termination or interruption of employment for purposes of
      determining questions of forfeiture and exercise of an Award after termination
      of employment. With respect to an Incentive Option, such period of unemployment
      that is longer than three months following termination may be treated as
      employment if consistent with section 422 of the Code pursuant to a federal
      statute, Treasury Regulation, or a published ruling of the Internal Revenue
      Service that has general application.

     

    ARTICLE
      VII. METHOD OF EXERCISE

     

    7.1 Exercise.
      An
      Option granted hereunder shall be deemed to have been exercised on the Date
      of
      Exercise. Subject to the provisions of Articles VI and IX, an Option may be
      exercised in whole or in part at such times and in compliance with such
      requirements as the Committee shall determine.

     

    7.2 Payment.
      Except
      as otherwise provided by the Agreement, payment of the Option price shall be
      made in cash (including an exercise involving the pledge of shares and a loan
      through a broker described in Securities and Exchange Commission Regulation
      T),
      actual or constructive delivery of Stock that was acquired at least six months
      prior to the exercise of the Option, other consideration acceptable to the
      Committee, or a combination thereof; provided, however, that a form of payment
      other than cash that is received by the Company on the Date of Exercise is
      only
      acceptable to the extent that the same is approved by the Committee. Payment
      of
      the exercise price must include payment of tax withholdings, as described in
      Section 7.3, in cash unless the Company consents to alternative arrangements
      for
      withholdings.

     

    7.3 Withholding
      Tax Requirements.
      For a
      Participant who is an employee of the Company or an Affiliate, upon the exercise
      of a Nonqualified Option
      or the
      lapse of restrictions on Restricted Stock,
      the
      Participant shall, upon notification of the amount due, pay to the Company
      amounts necessary to satisfy applicable federal, state and local withholding
      tax
      requirements or shall otherwise make arrangements satisfactory to the Company
      for such requirements. Such withholding requirements shall not apply to the
      exercise of an Incentive Option, or to a disqualifying disposition of Stock
      that
      is acquired with an Incentive Option, unless the Committee gives the Participant
      notice that withholding described in this Section is required.

     

    7.4 Issuance
      and Delivery of Shares.
      Shares
      of Stock issued pursuant to the exercise of Options hereunder shall be delivered
      to Participants by the Company (or its transfer agent) as soon as
      administratively feasible after a Participant exercises an Option
      hereunder,
      the
      lapse of restrictions on Restricted Stock or is granted a Stock
      Bonus,
      and
      executes any applicable agreement described in Section 9.2 that the Company
      requires.

     

    ARTICLE
      VIII. ADJUSTMENT UPON CORPORATE CHANGES

     

    8.1 Adjustments
      to Shares.
      The
      number and kind of shares of Stock with respect to which Awards hereunder may
      be
      granted (both overall and individual limitations) and which are the subject
      of
      outstanding Awards, and the maximum number and exercise price thereof, shall
      be
      adjusted as the Committee determines to be appropriate, in the event
      that:

     

    
      	 	
              (a)

            	
              the
                Company or an Affiliate effects one or more Stock dividends, Stock
                splits,
                reverse Stock splits, subdivisions, consolidations or other similar
                events;

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              (b)

            	
              the
                Company or an Affiliate engages in a transaction to which section
                424 of
                the Code applies; or

            


    

     

    
      	 	
              (c)

            	
              there
                occurs any other event that in the judgment of the Committee necessitates
                such action;

            


    

     

    provided,
      however, that if an event described in paragraph (a) or (b) occurs, the
      Committee shall make adjustments to the limit on Awards specified in Section
      5.2
      that are proportionate to the modifications of the Stock that are on account
      of
      such corporate changes. 

     

    8.2 Substitution
      of Awards on Merger or Acquisition.
      The
      Committee may grant Awards in substitution for stock awards, stock options,
      stock appreciation rights, restricted stock or similar awards held by an
      individual who becomes an employee of the Company or an Affiliate in connection
      with a transaction to which section 424(a) of the Code applies. The terms of
      such substituted Awards shall be determined by the Committee in its sole
      discretion, subject only to the limitations of Article V.

     

    8.3 Effect
      of Certain Transactions.
      In the
      event that the Company is a party to a merger or other reorganization, whether
      or not such merger or reorganization constitutes a Change in Control,
      outstanding Awards shall be subject to the agreement of merger or
      reorganization. Such agreement may provide, without limitation, for the
      assumption of outstanding Awards by the surviving entity, or a parent or
      subsidiary of such entity (“Successor Entity”), for their continuation by the
      Company (if the Company is a surviving corporation), for the conversion of
      the
      Awards into an award of an option for, or restricted shares of, as applicable,
      the common stock of the Successor Corporation, for accelerated vesting, or
      for
      their cancellation, in all cases without the consent of the Participant.
      Provided, however, in the event that such agreement provides for the
      cancellation of the Awards, each holder shall be entitled to the same
      consideration or the equivalent value in cash, as provided in such agreement,
      as
      the consideration received by the holder of Common Stock pursuant to the
      agreement with respect to all Awards whether or not vested on the date of the
      transaction (subject to Section 8.3(b)). Any determination to made hereunder
      shall be made by the Committee and its determination shall be final, binding
      and
      conclusive.

     

    
      	 	
              (a)

            	
              A
                Change in Control will be deemed to have occurred for purposes
                hereof in
                the event of (i) a liquidation
                or
                winding up of the affairs of the Company, (ii) a sale or
                disposition
                of
                all or substantially all of the
                assets of the Company and
                its subsidiaries;
                or
                (iii) a merger, consolidation
                or
                other transaction in which holders of the Company’s voting power prior to
                such transaction hold, after such transaction, less than 50% of the
                Company’s voting power. 

            


    

     

    
      	 	
              (b)

            	
              Notwithstanding
                the foregoing, a portion of the acceleration of vesting described
                in this
                Section shall not occur with respect to an Award to the extent such
                acceleration of vesting would cause the Participant or holder of
                such
                Award to realize less income, net of taxes, after deducting the amount
                of
                excise taxes that would be imposed pursuant to section 4999 of the
                Code,
                than if accelerated vesting of that portion of the Award did not
                occur. If
                any portion of any Award remains unvested due to this Section 8.3(b)
                due
                to a transaction in which the Company is not the surviving entity
                after
                the transaction, or the survives only as a subsidiary or is otherwise
                controlled by the Successor Entity, such portion of the Award shall
                be
                assumed by the Successor Entity, or converted into award of an option
                for,
                or restricted shares, as applicable, of the common stock of the surviving
                entity, subject to the terms and conditions that are equivalent to
                the
                terms and conditions of this Award in all material
                respects.

            


    

     

    
      	 	
              (c)

            	
              Notwithstanding
                anything to the contrary contained herein, a change in ownership
                that
                occurs as a result of a public offering of the Company’s equity securities
                that is approved by the Board shall not alone constitute a Change
                in
                Control.

            


    

     

    8.4 No
      Adjustment upon Certain Transactions.
      The
      issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, for cash or property, or for
      labor or services rendered, either upon direct sale or upon the exercise of
      rights or warrants to subscribe therefor, or upon conversion of shares or
      obligations of the Company convertible into such shares or other securities,
      shall not affect, and no adjustment by reason thereof shall be made with respect
      to, outstanding Awards.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    8.5 Fractional
      Shares.
      Only
      whole shares of Stock may be acquired through the exercise of an Option. Any
      amounts tendered in the exercise of an Option remaining after the maximum number
      of whole shares have been purchased will be returned to the
      Participant.

     

    ARTICLE
      IX. LEGAL COMPLIANCE CONDITIONS

     

    9.1 General.
      No
      Award shall be exercisable, no Stock
      or
      Restricted
      Stock
      shall be issued, no certificates for shares of Stock shall be delivered, and
      no
      payment shall be made under this Plan except in compliance with all federal
      or
      state laws and regulations (including, without limitation, withholding tax
      requirements), federal and state securities laws and regulations and the rules
      of all securities exchanges or self-regulatory organizations on which the
      Company’s shares may be listed. The Company shall have the right to rely on an
      opinion of its counsel as to such compliance. Any certificate issued to evidence
      shares of Stock issued pursuant to this Plan may bear such legends and
      statements as the Committee upon advice of counsel may deem advisable to assure
      compliance with federal or state laws and regulations. No Award shall be
      exercisable, no Stock or
      Restricted Stock
      shall be
      issued, no certificate for shares shall be delivered and no payment shall be
      made under this Plan until the Company has obtained such consent or approval
      as
      the Committee may deem advisable from any regulatory bodies having jurisdiction
      over such matters.

     

    9.2 Representations
      by Participants.
      As a
      condition to the exercise of an Award, the Company may require a Participant
      to
      represent and warrant at the time of any such exercise that the shares are
      being
      purchased only for investment and without any present intention to sell or
      distribute such shares. At the option of the Company, a stop transfer order
      against any shares of Stock may be placed on the official stock books and
      records of the Company, and a legend indicating that the Stock may not be
      pledged, sold or otherwise transferred unless an opinion of counsel was provided
      (concurred in by counsel for the Company) and stating that such transfer is
      not
      in violation of any applicable law or regulation may be stamped on the stock
      certificate in order to assure exemption from registration. The Committee may
      also require such other action or agreement by the Participants as may from
      time
      to time be necessary to comply with federal or state securities laws. This
      provision shall not obligate the Company or any Affiliate to undertake
      registration of options or stock hereunder.

     

    ARTICLE
      X. GENERAL PROVISIONS

     

    10.1 Effect
      on Employment.
      Neither
      the adoption of this Plan, its operation, nor any documents describing or
      referring to this Plan (or any part thereof) shall confer upon any employee
      any
      right to continue in the employ of the Company or an Affiliate or in any way
      affect any right and power of the Company or an Affiliate to terminate the
      employment of any employee at any time with or without assigning a reason
      therefor.

     

    10.2 Unfunded
      Plan.
      The
      Plan, insofar as it provides for grants, shall be unfunded, and the Company
      shall not be required to segregate any assets that may at any time be
      represented by grants under this Plan. Any liability of the Company to any
      person with respect to any grant under this Plan shall be based solely upon
      contractual obligations that may be created hereunder. No such obligation of
      the
      Company shall be deemed to be secured by any pledge of, or other encumbrance
      on,
      any property of the Company.

     

    10.3 Rules
      of Construction.
      Headings are given to the articles and sections of this Plan solely as a
      convenience to facilitate reference. The masculine gender when used herein
      refers to both masculine and feminine. The reference to any statute, regulation
      or other provision of law shall be construed to refer to any amendment to or
      successor of such provision of law.

     

    10.4 Governing
      Law and Venue.
      This
      Plan and any Agreement hereunder shall be construed and enforced in accordance
      with the laws of the State of Tennessee without
      regard to its principles of conflicts of laws. Each party hereby irrevocably
      and
      unconditionally consents to venue in any state or federal court located in
      the
      City of Nashville, Tennessee (the “Nashville Courts”) for any litigation arising
      out of or relating to this Plan and any Agreement hereunder, and each party
      hereby waives any objection to the laying of venue of any such litigation in
      the
      Nashville Courts and agrees not to plead or claim in any Nashville Court that
      such litigation brought therein has been brought in an inconvenient forum.
      The
      Company and all Participants hereby irrevocably and unconditionally consents
      to
      a Nashville Court applying Tennessee law to any litigation arising out of or
      relating to this Plan and any Agreement hereunder.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    10.5 Compliance
      with Section 16 of the Exchange Act.
      In the
      event that any common class of equity securities of the Company becomes subject
      to registration under section 12 of the Exchange Act, transactions under this
      Plan are intended to comply with all applicable conditions of Rule 16b-3 or
      its
      successors under the Exchange Act. To the extent any provision of this Plan
      or
      action by Committee fails to so comply, it shall be deemed null and void to
      the
      extent permitted by law and deemed advisable by the Committee.

     

    10.6 Amendment.
      The
      Board may amend or terminate this Plan at any time; provided, however, an
      amendment that would have a material adverse effect on the rights of a
      Participant under an outstanding Award is not valid with respect to such Award
      without the Participant’s consent, except as necessary for Incentive Options to
      maintain qualification under the Code; and provided, further, that the
      stockholders of the Company must approve the following:

     

    
      	 	
              (a)

            	
              12
                months before or after the date of adoption, any amendment that increases
                the aggregate number of shares of Stock that may be issued under
                Incentive
                Options or changes the employees (or class of employees) eligible
                to
                receive Incentive Options;

            


    

     

    
      	 	
              (b)

            	
              before
                the effective date thereof, any amendment that increases the period
                during
                which Incentive Options may be granted or exercised;
                and

            


    

     

    
      	 	
              (c)

            	
              in
                the event that a common class of equity securities of the Company
                becomes
                traded on an exchange or market system before the effective date
                thereof,
                any amendment that increases the number of shares in the aggregate
                which
                may be issued pursuant to Awards granted under the Plan except pursuant
                to
                Article VIII.

            


    

     

    10.7 Duration
      of Incentive Options.
      Incentive Option awards shall not be made with respect to the shares of Stock
      specified in Section 5.2 more than ten years after the earlier of the date
      that
      the Plan is adopted by the Board or the date that the Plan is approved by
      stockholders. If the number of shares specified in Section 5.2 is increased
      by
      an amendment to this Plan, Incentive Options may be awarded with respect to
      such
      increased shares for a period of ten years after the earlier of the date that
      the amendment to the Plan is adopted by the Board or the date that the amendment
      is approved by stockholders in a manner that satisfies Treasury Regulations.
      Incentive Options granted before such dates shall remain valid in accordance
      with their terms.

     

    10.8Waiver
      of Jury Trial.
      EACH
      PARTICIPANT HEREUNDER
      HEREBY
      IRREVOCABLY WAIVES
      ANY AND
      ALL RIGHTS HE OR SHE MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR
      COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS PLAN OR ANY AGREEMENT
      HEREUNDER OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS
      WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM
      ANY
      SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES
      OR
      ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS. BY
      AGREEING TO RECEIVE AN AWARD, EACH PARTICIPANT HERETO ACKNOWLEDGES THAT HE
      OR
      SHE IS KNOWINGLY AND VOLUNTARILY WAIVING HIS OR HER RIGHT TO DEMAND TRIAL BY
      JURY.

     

    10.9 Effective
      Date of Plan.
      This
      Plan shall be effective as of December 3, 2007, and Awards may be granted
      hereunder at any time after such adoption.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the undersigned officer has executed this Plan as of December
      3, 2007.

    


    


    DEBUT
      BROADCASTING CORPORATION, INC.

    


     

    By:
      /s/
      Robert J. Marquitz     

    Name:
      Robert J. Marquitz

    Title:
      Chairman/President

    


    


    
      
        
        

      

      
        9