# Exhibit 10.1

FINDEX.COM, INC.

# STOCK INCENTIVE PLAN

# 1.PURPOSE

The
purpose of this Stock Incentive Plan (the Plan) is to advance the interests of
FINdex.com, Inc. (the Company) and its stockholders by providing deferred
stock incentives in addition to current compensation to certain key executives, certain
directors and key employees of the Company and of its subsidiaries who contribute
significantly to the long -term performance and growth of the Company and such
subsidiaries. As used in this Plan, subsidiary includes parent of the Company and any
subsidiary of the Company within the meaning of Sections 425(e) and (f) of the Internal
Revenue Code of 1986, as amended (Code), respectively.

# 2.ADMINISTRATION

The
Plan shall be administered by the Board of Directors of the Company (the Board of
Directors) or a committee of the Board of Directors duly authorized and given
authority by the Board of Directors to administer the Plan (the Board of Directors or such
duly authorized committee hereinafter referred to as the Board), as such is
from time to time constituted.

The
Board shall have all the powers vested in it by the terms of the Plan, such powers to
include exclusive authority (within the limitation described herein) to select the
employees to be granted Awards under the Plan, to determine the type, size and terms of
the Awards to be made to each employee selected, to determine the time when Awards will be
granted, and to prescribe the form of the instruments evidencing Awards made under the
Plan. The Board shall be authorized to interpret the Plan and the Awards granted under the
Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and
to make any other determinations which it believes necessary or advisable for the
administration of the Plan. The Board may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Award in the Manner and to the extent
the Board deems desirable to carry it into effect. Any decision of the Board in the
administration of the Plan, as described herein, shall be final and conclusive. The Board
may act only by a majority of its members in office, except that the members thereof may
authorize any one or more of their number of any officer of the Company to execute and
deliver documents on behalf of the Board. No member of the Board shall be liable for
anythingdone or omitted to be done by him or by any other member of the Board in
connection with the Plan, except for his own willful misconduct or as expressly provided
by statute.

# 3.PARTICIPATION

Subject
to the provisions of the Plan, the Board shall have exclusive power to select the
directors and officers and other key employees of the Company and its subsidiaries
participating in the Plan to be granted Awards under the Plan.

# 4.AWARDS UNDER THE PLAN

(a)       
          Type of Awards.Awards under the Plan may be of three types: (i)
          Nonqualified Stock Options or Incentive Stock Options,
          (ii) Stock Appreciation Rights attached to Stock Options, or (iii)
          Restricted Stock.Stock Options are rights to purchase shares of
          Common Stock of the Company having a par value of $.001 per share (the
          Common Stock). Stock Appreciation Rights are rights to receive,
          without payment to the Company, cash and/or shares of Common Stock in lieu of
          the purchase of shares of Common Stock under the Stock Option to which the Stock
          Appreciation Rights are subject to the terms, conditions and restrictions
          specified in Paragraph 5. Restricted Stock is a share of Common Stock that is
          subject to the repurchase option and the other terms, conditions and
          restrictions described in Paragraph 6.

(b)       
          Maximum Number of Shares That May Be Issued.There
          may be issued under the Plan (as Restricted Stock or pursuant to the exercise of
          Stock Options or Stock Appreciation Rights) an aggregate of 1,500,000 shares
          of Common Stock, subject to adjustment as provided in Paragraph 7. In
          addition to Common Stock actually so issued, there shall be deemed to have been
          issued pursuant to the Plan (and therefore no longer available in connection
          with Awards) a number of shares equal to the aggregate of the number of shares
          of Common Stock under option in respect of which Stock Appreciation Rights
          granted pursuant to subparagraph 5(f) shall have been exercised minus the number
          of shares of Common Stock, if any, issued upon exercise of such Stock
          Appreciation Rights. Common Stock issued pursuant to the Plan may be either
          authorized but unissued shares or reacquired shares, or both. If any Common
          Stock issued as Restricted Stock shall be repurchased pursuant to the option
          described in Paragraph 6 below, or if any Common Stock issued under the Plan
          shall be reacquired pursuant to restrictions imposed at the time of issuance,
          such shares may again be issued under the Plan.

(c)       
          Rights with Respect to Common Stock.

| | (i)       
               An employee to whom an Award of Restricted Stock has been made shall have, after
               issuance to him of a certificate for the number of shares of Common Stock
               awarded and prior to the expiration of the Restricted Period or the earlier
               repurchase of such shares of Common Stock as herein provided, ownership of such
               shares of Common Stock, including the right to vote the same and to receive
               dividends thereon, subject however, to the options, restrictions and limitations
               imposed thereon pursuant to the Plan.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               An employee to whom an Award of Stock Option or Stock Appreciation Rights is
               made (and any person succeeding to such an employees rights pursuant to
               the Plan) shall have no rights as a stockholder with respect to any shares of
               Common Stock issuable pursuant to any such Stock Option or Stock Appreciation
               Rights until the date of the issuance of a stock certificate to him for such
               shares. Except as provided in Paragraph 8, no adjustment shall be made for
               dividends, distributions or other rights (whether ordinary or extraordinary, and
               whether in cash, securities or other property) for which the record date is
               prior to the date such stock certificate is issued.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)       
          Exercise of Options and Stock Appreciation Rights: Expirationof Restrictions Applicable to Restricted Stock.Options and Stock Appreciation Rights shall be subject to such terms and
          conditions upon exercisability as the Board may determine consistent with the
          provisions of this Plan. Repurchase and other restrictions applicable to
          Restricted Stock shall be such as are determined in the discretion of the Board
          consistent with the provisions of the Plan. The Board may determine to permit
          any Option granted hereunder to be exercisable immediately upon the date of
          grant or any time thereafter. The Board may determine to permit any Stock
          Appreciation Right granted hereunder to be exercisable not less than six months
          after the initial award of the Option containing,or the amendment or
          supplementation of any existing Option Agreement adding the Stock Appreciation
          Right; provided,however, that this limitation shall not apply in the
          event of death or disability. The Board may determine that there shall be no
          restrictions applicable to Restricted Stock awarded under the Plan.

# 5. STOCK OPTIONS AND
STOCK APPRECIATION RIGHTS

The Board may grant Stock Options (to
which may but need not be attached Stock Appreciation Rights as specified in subparagraph
5(f). Each Stock Option (referred to herein as an Option) granted under the
Plan shall be evidenced by an instrument in such form as the Board shall prescribe from
time to time in accordance with the Plan and shall comply with the following terms and
conditions (and with such other terms and conditions, including but not limited to
restrictions upon the Option or the shares of Common Stock issuable upon exercise thereof,
as the Board, in its discretion, shall establish):

(a)       
          The Option price shall be determined by the Board at the time the Option is
          granted and shall not be less than the par value of such shares of Common stock.

(b)       
          The Board will determine the number of shares of Common Stock to be subject to
          each Option. The number of shares of Common Stock subject to an outstanding
          Option will be reduced on a share for share basis to the extent that shares of
          Common Stock under such Option areused to calculate the cash and/or
          shares of Common Stock received pursuant to exercise of a Stock Appreciation
          Right attached to such Option.

(c)       
          The Option shall not be transferable by the optionee other than by will or the
          laws of descent and distribution, and shall be exercisable during his lifetime
          only to him.

(d)       
          The Board will determine the conditions and terms governing the exercise of
          granted Options; provided, however, that no Option shall be exercisable:

| | (i)                        after
the expiration of ten years from the date it is granted and may be           exercised
during the period prior to its expiration only at such time or times           as the
Board may establish;
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| | (ii)                        unless
payment in United States dollars by cash or check is made for the shares           being
acquired thereby in full at the time of exercise, or at the option of the
          holder of such Option, in Common Stock theretofore owned by such holder (or any
          combination of cash and Common Stock).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
purposes of determining the amount, if any, of the purchase price satisfied by payment of
Common Stock under clause (ii) above, such Common Stock shall be valued at its fair
market value on the date of exercise. Fair market value means the fair market value of one
share of Common Stock on the date in question, which is deemed to be the mean between the
highest and lowest sales prices per share of Common Stock on any national stock exchange
upon which Common Stock is listed, or if Common Stock is not listed on any national stock
exchange, the mean between the highest closing bid and lowest closing asked prices for
Common Stock as reported by the National Association of Securities Dealers NASDAQ System,
or if not reported by such system, the mean between the closing bid and asked prices as
quoted by such quotation source as shall be designated by the Board on that date. If there
shall have been no sale on the date in question, fair market value shall be determined by
reference the last preceding date on which such a sale or sales were so reported. If the
Common Stock is not listed or admitted to trading on the New York Stock Exchange, any
National Securities Exchange quoted on the NASDAQ National Markets Systems or in the
over-the-counter market, then the fair market value shall be as set by, or in a manner
established by, the Board of Directors of the Corporation in good faith. Any Common Stock
delivered in satisfaction of all or a portion of the purchase price shall be appropriately
endorsed for transfer and assigned to the Company. The Board may in its discretion and to
the extent permitted by the laws of the State of Nevada determine to permit the holder of
an Option to satisfy the purchase price of the shares as to which an Option is exercised
by delivery of the Option holders promissory note, such note to be subject to such
terms and conditions as the Board may determine. The Board may, in its discretion and to
the extent permitted by the laws of the State of Nevada, determine to cause the Company to
lend to the holder of an Option, funds on such terms and conditions as the Board may
determine to be appropriate, sufficient for the holder of an Option to pay the purchase
price of the shares as to which an Option is to be exercised.

(e)       
          If any person to whom an Option has been granted shall die holding an Option
          which has not been fully exercised, his executors, administrators, heirs or
          distributees, as the case may be, may, at any time within one year after the
          date of such death (but in no event after the Option has expired under the
          provisions of subparagraph 5(d)(i) hereon,) exercise the Option with respect to
          any shares as to which the decedent could have exercised the Option at the time
          of his death.

(f)       
          If the Board, in its discretion, so determines, there may be attached to the
          Option a Stock Appreciation Right which shall be subject to such terms and
          conditions, not inconsistent with the Plan, as the Board shall impose, including
          the following:

| | (i)       
               A Stock Appreciation Right may be exercised only to the extent that the option
               to which it is attached is at the time exercisable. However, if the option to
               which the Stock Appreciation Right is attached is exercisable and if the
               optionee is at the relevant time an officer or director of the Company who is
               required to file reports pursuant to Section 16(a) of the Securities Exchange
               Act of 1934, as amended (Exchange Act) (Covered
               Participant)  the Stock Appreciation Right may, subject to the
               approval of the Board, be exercised, under such terms and conditions as may be
               specified by the Board;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               A Stock Appreciation Right shall entitle the optionee (or any person entitled to
               act under the provisions of subparagraph 5(e) hereunder to surrender unexercised
               the Option to which the Stock Appreciation Right is attached (or any portion of
               such Option) to the Company and to receive from the Company in exchange
               therefore that number of shares of Common Stock having an aggregate value equal
               to (or, in the discretion of the Board, less than) the excess of the value of
               one share over the option price per share times the number of shares subject to
               the option, or portion thereof, which is so surrendered. The Company shall be
               entitled to elect to settle its obligation arising out of the exercise of a
               Stock Appreciation Right, by the payment of cash equal to the aggregate value of
               the shares it would otherwise be obligated to deliver or partly by the payment
               of cash and partly by the delivery of shares of Common Stock. Any such election
               shall be made within 15 business days after the receipt by the Board of written
               notice of the exercise of the Stock Appreciation Right. The value of a share of
               Common Stock for this purpose shall be the fair market value thereon on the last
               business day next preceding the date of the election to exercise the Stock
               Appreciation Right:
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| | (iii)       
               No fractional shares shall be delivered under this subparagraph 5(f) but in lieu
               thereof a cash adjustment shall be made.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

(g)       
          The Option agreement evidencing any incentive stock option granted under this
          Plan shall provide that if the optionee makes a disposition, within the meaning
          of Section 425(c) of the code and the regulations promulgated there under, of
          any share or shares of Common Stock issued to him pursuant to his exercise of an
          Option granted under this Plan within the two-year period commencing on the day
          after the date of the granting of such Option or within a one-year period
          commencing on the day after the date of transfer of the share or shares to him
          pursuant to the exercise of such Option, he shall, within ten days of such
          disposition, notify the Company thereof and immediately deliver to the Company
          any amount of federal income tax withholding required by law.

# 6. RESTRICTED STOCK

Each Award of Restricted Stock under
the Plan shall be evidenced by an instrument in such form as the Board shall prescribe
from time to time in accordance with the Plan and shall comply with the following terms
and conditions (and with such other terms and conditions as the Board, in its discretion,
shall establish):

(a)       
          The Board shall determine the number of shares of Common Stock to be issued to a
          participant pursuant to the Award.

(b)       
          Shares of Common Stock issued to a participant in accordance with the Award may
          not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
          of, except by will or the laws of descent and distribution, for such period as
          the Board shall determine, from the date on which the Award is granted (the
          Restricted Period). The Company will have the option to repurchase
          the shares subject to the Award at such price as the Board shall have fixed, in
          its sole discretion, when the Award was made, which option will be exercisable
          at such times and upon the occurrence of such events as the Board shall
          establish when the Award is granted or if, on or prior to the expiration of the
          Restricted Period or the earlier lapse of the Option, the participant has not
          paid to the Company an amount equal to any Federal, State or local income or
          other taxes which the Company determines is required to be withheld in respect
          of such shares. Such option shall be exercisable on such terms, in such manner
          and during such period as shall be determined by the Board when the Award is
          made. Certificates for shares of Common Stock issued pursuant to Restricted
          Stock Awards shall bear an appropriate legend referring to the foregoing Option
          and other restrictions and to the fact that the shares are partly paid. Any
          attempt to dispose of any such shares of Common Stock in contravention of the
          foregoing Option and other restrictions shall be null and void and without
          effect. If shares of Common Stock issued pursuant to a Restricted Stock Award
          shall be repurchased pursuant to the Option described above, the participant, or
          in the event of his death, his personal representative, shall forthwith deliver
          to the Secretary of the Company the certificates for the shares of Common Stock
          awarded to the participant, accompanied by such instruments of transfer, if any,
          as may reasonably be required by the Secretary of the Company. If the Option
          described above is not exercised by the company during such period as is
          specified by the Board when the Award is made, such Option and the restrictions
          imposed pursuant to the first sentence of this subparagraph 6(b) shall terminate
          and be of no further force and effect.

# 7.STOCK DIVIDENDS, STOCK
SPLITS, REORGANIZATIONS AND CERTAIN OTHER
CORPORATION TRANSACTIONS

(a)       
          Exercise of Corporate Powers.The existence of outstanding awards
          of Options, Stock Appreciation Rights or Restricted Stock shall not affect in
          any way the right or power of the Company or its stockholders to make or
          authorize any or all adjustments, recapitalization, reorganization or other
          changes in the Companys capital structure or its business or any merger or
          consolidation of the Company, or any issue of bonds, debentures, preferred or
          prior preference stocks ahead of or affecting the Companys shares of
          Common Stock or the rights thereof, or the dissolution or liquidation of the
          Company, or any sale or transfer of all or any part of its assets or business,
          or any other corporate act or proceeding whether of a similar character or
          otherwise.

(b)       
          Recapitalizationof the Company.If, while
          there are Options, Stock Appreciation Rights or Restricted Stock outstanding,
          the Company shall effect any subdivision or consolidation of shares of Common
          Stock or other capital readjustment, the payment of a stock dividend, stock
          split, combination of shares or recapitalization or other increase or reduction
          in the number of shares of Common Stock outstanding, without receiving
          compensation therefore in money, services or property, then the number of shares
          of Common Stock available under the Plan and the number of Options, Stock
          Appreciation Rights or Restricted Stock which may thereafter be exercised shall
          (i) in the event of an increase in the number of shares outstanding, be
          proportionately increased and the fair market value of the Options, Stock
          Appreciation Rights or Restricted Stock awarded as of the date of the award
          shall be proportionately reduced; and (ii) in the event of a reduction in the
          number of shares outstanding, be proportionately reduced, and the fair market
          value of the Options, Stock Appreciation Rights or Restricted Stock awarded as
          of the date of the Award shall be proportionately increased.

(c)       
          Reorganization of the Company. If the Company is
          reorganized, or merged or consolidated or a party to a plan of exchange with
          another corporation pursuant to which reorganization, merger, consolidation or
          plan of exchange stockholders of the Company receive any shares of Common Stock
          or other securities, or if the Company shall distribute securities of another
          corporation to its stockholders, each Participant shall be entitled to receive
          in lieu of the number of unexercised Options, Stock Appreciation Rights or
          Restricted Stock at the date of award, to which such holder would have been
          entitled pursuant to the terms of the agreement of merger of consolidation, if
          immediately prior to such merger or consolidation such holder had been the
          holder of record of a number of shares of Common Stock equal to the number of
          the unexercised Options or Stock Appreciation Rights previously awarded to him,
          and Restricted Stock shall be treated the same as unrestricted outstanding
          shares of Common Stock; provided, that, anything herein contained to the
          contrary notwithstanding, upon the dissolution or liquidation of the Company or
          upon any merger or consolidation of the Company where it is not the surviving
          corporation, each Participant shall be entitled to a benefit as though he had
          become fully vested in all Options, Stock Appreciation Rights and Restricted
          Stock previously awarded to him and then outstanding under this Plan, and had
          terminated employment with the Company immediately prior to or concurrently with
          such dissolution or liquidation or merger or consolidation.

(d)       
          Issue of Common Stock by the Company. Except as hereinabove
          expressly provided, the issue 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, either upon direct sale or upon the exercise of rights
          or warrants to subscribe therefore, or upon any 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, the number of, or fair market value of, any Options or Stock Appreciation
          Rights then outstanding under previous awards but holders of Restricted Stock
          shall be treated the same as the holders of outstanding unrestricted shares of
          Common Stock

(e)       
          Change In Control. The Board may, in its sole discretion,
          provide that an Option or Stock Appreciation Right shall become fully
          exercisable or that a share of Restricted Stock shall be free of any
          restrictions upon a Change in Control of the Company (as defined in the next
          sentence). Change in Control of the Company shall be conclusively
          deemed to have occurred if (and only if) any of the following shall have taken
          place: (i) a change in control is reported by the Company in response to either
          Item 6(e) of Schedule 14(a) of Regulation 14(a) promulgated under the Exchange
          Act or Item I of Form 8-K promulgated under the Exchange Act; (ii) any
          person (as such term is used in Sections 13(d) and 14(d)(2) of the
          Exchange Act) is or becomes the beneficial owner (as defined in Rule
          13d-3 under the Exchange Act), directly or indirectly, of securities of the
          Company representing forty percent or more of the combined voting power of the
          companys then outstanding securities; or (iii) following the election or
          removal of directors, a majority of the Board of Directors consists of
          individuals who were not members of the Board of Directors two years before such
          election or removal, unless the election of each director who was not a director
          at the beginning of such two-year period has been approved in advance by
          directors representing at least a majority of the directors then in office who
          were directors at the beginning of the two-year period.

(f)       
          Change in Authorized Common Stock.In the event that the number
          of shares of Common Stock, which the corporation is authorized to issue pursuant
          to its Certificate of Incorporation, is increased or decreased, the aggregate
          maximum number of shares of Common Stock that may be issued under the Plan
          specified in paragraph 4(b) shall be increased or decreased proportionately.

# 8. DESIGNATIONS OF
BENEFICIARY BY PARTICIPANT

A
participant may name a beneficiary to receive any payment to which he may be entitled in
respect of Awards under the Plan in the event of his death, on a form to be provided by
the Board. A participant may change his beneficiary from time to time in the same manner.
If no designated beneficiary is living on the date on which any amount becomes payable to
a participants beneficiary, such payment will be made to the participants
executors or administrators, and the term beneficiary as used in the Plan
shall include such person or persons.

# 9. TAXES

(a)       
          The Company may make such provisions as it deems appropriate for the withholding
          of any taxes which it determines is required in connection with any Options or
          Stock Appreciation Rights or Restricted Stock granted under this Plan.

(b)       
          Notwithstanding the terms of subparagraph 9(a), any participant may pay all or
          any portion of the taxes required or allowed to be withheld by the Company if
          paid to him in connection with the exercise of an Option, Stock Appreciation
          Right or vesting of any Award of Restricted Stock by electing to have the
          Company withhold shares of Common Stock, or by delivering previously owned
          shares of Common Stock, having a fair market value, determined in accordance
          with subparagraph 5(d), equal to the amount required to be withheld or paid. A
          Participant must take the foregoing election on or before the date that the
          amount of tax to be withheld is determined (Tax Date). Such
          elections are irrevocable and subject to disapproval by the Board. Elections by
          Covered Participants are subject to the following additional restrictions: (i)
          Such election may not be made within six months of the grant of the Award,
          provided that this limitation shall not apply in the event of death or
          disability, and (ii) such election must be made either six months or more prior
          to the Tax Date or in a Window Period (as defined herein). Where the Tax Date in
          respect of an Award is deferred until after exercise or expiration of
          restrictions and the Covered Participant elects share withholding, the full
          amount of shares of Common Stock will be issued or transferred to him upon
          exercise of the Option or exercise of the Stock Appreciation Right or expiration
          of restrictions of the Restricted Stock, as the case may be, but the Covered
          Participant shall be unconditionally obligated to tender back to the Company the
          number of shares necessary to discharge the Companys withholding
          obligation or his estimated tax obligation on the Tax Date. As used herein,
          Window Period means the period commencing on the third business day following
          the Companys release of a quarterly or annual summary statement of sales
          and earnings and ending on the twelfth business day following, such release.

# 10. MISCELLANEOUS
PROVISIONS

(a)       
          No employee or other person shall have any claim or right to be granted an Award
          under the Plan. Neither the Plan nor any action taken hereunder shall be
          construed as giving any employee any right to be retained in the employ of the
          Company or any subsidiary.

(b)       
          A participants rights and interest under the Plan may not be assigned or
          transferred in whole or in part either directly or by operation of law or
          otherwise (except in the event of a participants death), including but not
          by way of limitation, execution, levy, garnishment, attachment, pledge,
          bankruptcy or in any other manner and no such right or interest of any
          participant in the Plan shall be subject to any obligation or liability of such
          participant.

(c)       
          No shares of Common Stock shall be issued hereunder unless counsel for the
          Company shall be satisfied that such issuance will be in compliance with
          applicable federal and state securities laws.

(d)       
          The expenses of the Plan shall be borne by the Company.

(e)       
          The Plan shall be unfunded. The Company shall not be required to establish any
          special or separate fund or make any other segregation of assets to assure the
          payment of any Award under the Plan and payment of Awards shall be subordinate
          to the claims of the Companys general creditors.

By
accepting any Award or other benefit under the Plan, each participant and each person
claiming under or through him shall be conclusively deemed to have indicated his
acceptance and ratification of, and consent to, any action taken under the Plan by the
Company or the Board.

# 11. AMENDMENT OR
DISCONTINUANCE

The
Plan may be amended at any time and from time to time by the Board of Directors but no
amendment which increases the aggregate number of shares of Common Stock which may be
issued pursuant to the Plan shall be effective unless and until the same is approved by
the stockholders of the Company. No amendment of the Plan shall adversely affect any right
of any participant with respect to any Award theretofore granted without such
participants written consent.

# 12. TERMINATION

This
Plan shall terminate upon the earlier of the following dates or events to occur:

(a)       
          upon the adoption of a resolution of the Board of Directors terminating the
          Plan; or

(b)       
          ten years from the date hereof

No
termination of the Plan shall alter or impair any of the rights or obligations of any
person, without his consent, under any Award theretofore granted under the Plan.

# 13. STOCKHOLDER ADOPTION

The
Plan is approved and adopted by the stockholders of the Company by written consent in the
manner required by the laws of the State of Nevada as of May 7, 1999.

# FINDEX.COM, INC.