GLOBAL REALTY DEVELOPMENT CORP.
                            2006 INCENTIVE STOCK PLAN

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         THIS GLOBAL REALTY DEVELOPMENT CORP. 2006 INCENTIVE STOCK PLAN (the
"Plan") is designed to retain directors, executives and selected employees and
consultants 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"  - GLOBAL  REALTY  DEVELOPMENT  CORP.  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)  "Grant" - The grant of any form of stock option, stock award, or stock
          purchase offer,  whether granted singly,  in combination or in tandem,
          to a Participant pursuant to such terms, conditions and limitations as
          the Committee may establish in order to fulfill the  objectives of the
          Plan.

     (h)  "Grant Agreement" - An agreement between the Company and a Participant
          that sets forth the terms,  conditions and limitations applicable to a
          Grant.

     (i)  "Option"  - Either an  Incentive  Stock  Option,  in  accordance  with
          Section  422 of  Code,  or a  Nonstatutory  Option,  to  purchase  the
          Company's Stock that may be awarded to a Participant under the Plan. A
          Participant who receives an award of an Option shall be referred to as
          an "Optionee."

     (j)  "Participant"  - A director,  officer,  employee or  consultant of the
          Company to whom an Award has been made under the Plan.

     (k)  "Restricted Stock Purchase Offer" - A Grant of the right to purchase a
          specified  number of shares of Stock  pursuant to a written  agreement
          issued under the Plan.

     (l)  "Securities Act" - The Securities Act of 1933, as amended from time to
          time.

     (m)  "Stock" - Authorized and issued or unissued  shares of common stock of
          the Company.

     (n)  "Stock Award" - A Grant made under the Plan in stock or denominated in
          units of stock for  which  the  Participant  is not  obligated  to pay
          additional consideration.

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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,  Incentive Stock Options in
     accordance  with Section 422 of the Code, or  Nonstatutory  Options,  Stock
     Awards or Restricted Stock Purchase Offers; (b) determine in good faith the
     fair market value of the Stock covered by any Grant;  (c)  determine  which
     eligible   persons  shall   receive   Grants  and  the  number  of  shares,
     restrictions,  terms and  conditions  to be  included in such  Grants;  (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 Grant; (f) consistent with
     the Plan and with the consent of the Participant, as appropriate, amend any
     outstanding  Grant  or  amend  the  exercise  date or  dates  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 Grant; 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 Grant made thereunder.

3.   Eligibility.

     (a)  General:  The persons who shall be eligible to receive Grants shall be
          directors, officers, employees or consultants to the Company. The term
          consultant  shall  mean any  person,  other than an  employee,  who is
          engaged by the Company to render  services and is compensated for such
          services. An Optionee may hold more than one Option. Any issuance of a
          Grant to an officer or director of the Company subsequent to the first
          registration  of any of  the  securities  of  the  Company  under  the
          Exchange Act shall comply with the requirements of Rule 16b-3.

     (b)  Incentive Stock Options: Incentive Stock Options may only be issued to
          employees of the Company.  Incentive  Stock  Options may be granted to
          officers  or  directors,  provided  they  are  also  employees  of the
          Company.  Payment  of a  director's  fee  shall not be  sufficient  to
          constitute employment by the Company.

               The Company  shall not grant an Incentive  Stock Option under the
          Plan to any  employee  if such  Grant  would  result in such  employee
          holding the right to exercise  for the first time in any one  calendar
          year,  under all Incentive Stock Options granted under the Plan or any
          other plan maintained by the Company,  with respect to shares of Stock
          having an aggregate  fair market  value,  determined as of the date of
          the Option is granted, in excess of $100,000.  Should it be determined
          that an  Incentive  Stock Option  granted  under the Plan exceeds such
          maximum for any reason other than a failure in good faith to value the
          Stock subject to such option,  the excess portion of such option shall
          be considered a Nonstatutory  Option. To the extent the employee holds
          two (2) or more such Options  which become  exercisable  for the first
          time in the  same  calendar  year,  the  foregoing  limitation  on the
          exercisability  of such Option as Incentive  Stock  Options  under the
          Federal  tax laws  shall be applied on the basis of the order in which
          such Options are granted.  If, for any reason,  an entire  Option does
          not qualify as an Incentive  Stock Option by reason of exceeding  such
          maximum, such Option shall be considered a Nonstatutory Option.

     (c)  Nonstatutory  Option:  The  provisions of the  foregoing  Section 3(b)
          shall not apply to any Option designated as a "Nonstatutory Option" or
          which sets forth the  intention  of the  parties  that the Option be a
          Nonstatutory Option.

     (d)  Stock Awards and Restricted Stock Purchase  Offers:  The provisions of
          this Section 3 shall not apply to any Stock Award or Restricted  Stock
          Purchase Offer under the Plan.

4.   Stock.

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

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     (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 purchased
          or granted  directly  by Options,  Stock  Awards or  Restricted  Stock
          Purchase Offers, or purchased  indirectly  through exercise of Options
          granted under the Plan shall not exceed  Thirteen  Million Six Hundred
          Thousand (13,600,000).  If any Grant shall for any reason terminate or
          expire,  any shares allocated  thereto but remaining  unpurchased upon
          such  expiration  or  termination  shall again be available for Grants
          with respect  thereto under the Plan as though no Grant had previously
          occurred  with  respect to such  shares.  Any  shares of Stock  issued
          pursuant  to a Grant and  repurchased  pursuant  to the terms  thereof
          shall be available for future Grants as though not previously  covered
          by a Grant.

     (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 Grants 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.

     (d)  Application  of Funds:  The proceeds  received by the Company from the
          sale of Stock  pursuant  to the  exercise  of Options or rights  under
          Stock Purchase Agreements will be used for general corporate purposes.

     (e)  No  Obligation  to  Exercise:  The issuance of a Grant shall impose no
          obligation  upon the  Participant  to exercise  any rights  under such
          Grant.

5.   Terms  and  Conditions  of  Options.  Options  granted  hereunder  shall be
     evidenced by agreements  between the Company and the respective  Optionees,
     in such form and  substance  as the Board or  Committee  shall from time to
     time approve.  The form of Incentive Stock Option Agreement attached hereto
     as Exhibit A and the three forms of a Nonstatutory  Stock Option  Agreement
     for  employees,  for  directors  and for  consultants,  attached  hereto as
     Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively,  shall be deemed to
     be approved by the Board.  Option agreements need not be identical,  and in
     each  case may  include  such  provisions  as the  Board or  Committee  may
     determine,  but all such agreements  shall be subject to and limited by the
     following terms and conditions:

     (a)  Number of  Shares:  Each  Option  shall  state the number of shares to
          which it pertains.

     (b)  Exercise  Price:  Each Option  shall state the exercise  price,  which
          shall be determined as follows:

          (i)  Any  Incentive  Stock Option  granted to a person who at the time
               the  Option is  granted  owns (or is deemed  to own  pursuant  to
               Section  424(d)  of the  Code)  stock  possessing  more  than ten
               percent (10%) of the total combined  voting power or value of all
               classes of stock of the Company ("Ten Percent Holder") shall have
               an exercise  price of no less than 110% of the Fair Market  Value
               of the Stock as of the date of grant; and

          (ii) Incentive  Stock Options  granted to a person who at the time the
               Option is  granted  is not a Ten  Percent  Holder  shall  have an
               exercise  price of no less than 100% of the Fair Market  Value of
               the Stock as of the date of grant.

                    For the purposes of this Section 5(b), the Fair Market Value
               shall  be as  determined  by  the  Board  in  good  faith,  which
               determination shall be conclusive and binding;  provided however,
               that if there is a public market for such Stock,  the Fair Market
               Value per share shall be the average of the bid and asked  prices
               (or the  closing  price if such  stock is  listed  on the  NASDAQ
               National  Market System or Small Cap Issue Market) on the date of
               grant  of the  Option,  or if  listed  on a stock  exchange,  the


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               closing price on such exchange on such date of grant.

     (c)  Medium  and  Time  of  Payment:   The  exercise   price  shall  become
          immediately  due upon exercise of the Option and shall be paid in cash
          or check made payable to the Company. Should the Company's outstanding
          Stock be  registered  under  Section  12(g) of the Exchange Act at the
          time the Option is exercised, then the exercise price may also be paid
          as follows:

          (i)  in shares of Stock held by the Optionee for the requisite  period
               necessary  to  avoid  a  charge  to the  Company's  earnings  for
               financial  reporting  purposes and valued at Fair Market Value on
               the exercise date, or

          (ii) through a special sale and remittance procedure pursuant to which
               the  Optionee  shall  concurrently  provide  irrevocable  written
               instructions (a) to a Company designated brokerage firm to effect
               the  immediate  sale of the  purchased  shares  and  remit to the
               Company,  out of the sale  proceeds  available on the  settlement
               date,  sufficient  funds to cover the  aggregate  exercise  price
               payable for the  purchased  shares plus all  applicable  Federal,
               state  and local  income  and  employment  taxes  required  to be
               withheld by the Company by reason of such purchase and (b) to the
               Company to deliver  the  certificates  for the  purchased  shares
               directly to such  brokerage  firm in order to  complete  the sale
               transaction.

                    At the  discretion of the Board,  exercisable  either at the
               time of Option grant or of Option  exercise,  the exercise  price
               may also be paid (i) by Optionee's  delivery of a promissory note
               in form and substance satisfactory to the Company and permissible
               under applicable  securities rules and bearing interest at a rate
               determined by the Board in its sole  discretion,  but in no event
               less than the  minimum  rate of  interest  required  to avoid the
               imputation  of  compensation  income  to the  Optionee  under the
               Federal  tax laws,  or (ii) in such other  form of  consideration
               permitted  by the State of  Delaware  corporations  law as may be
               acceptable to the Board.

     (d)  Term and Exercise of Options: Any Option granted to an employee of the
          Company shall become  exercisable over a period of no longer than five
          (5) years, and no less than twenty percent (20%) of the shares covered
          thereby  shall  become  exercisable   annually.  No  Option  shall  be
          exercisable,  in whole or in part, prior to one (1) year from the date
          it is granted unless the Board shall specifically determine otherwise,
          as provided herein.  In no event shall any Option be exercisable after
          the  expiration of ten (10) years from the date it is granted,  and no
          Incentive  Stock Option granted to a Ten Percent Holder shall,  by its
          terms, be exercisable  after the expiration of five (5) years from the
          date of the Option.  Unless  otherwise  specified  by the Board or the
          Committee in the resolution authorizing such Option, the date of grant
          of an Option  shall be  deemed to be the date upon  which the Board or
          the Committee authorizes the granting of such Option.

               Each Option shall be exercisable  to the nearest whole share,  in
          installments  or otherwise,  as the respective  Option  agreements may
          provide.  During the  lifetime  of an  Optionee,  the Option  shall be
          exercisable  only by the  Optionee  and  shall  not be  assignable  or
          transferable  by the  Optionee,  and no other person shall acquire any
          rights  therein.  To the extent not exercised,  installments  (if more
          than one) shall accumulate,  but shall be exercisable,  in whole or in
          part,  only  during the period  for  exercise  as stated in the Option
          agreement, whether or not other installments are then exercisable.

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     (e)  Termination  of  Status  as  Employee,   Consultant  or  Director:  If
          Optionee's  status as an employee shall terminate for any reason other
          than Optionee's disability or death, then Optionee (or if the Optionee
          shall die after such  termination,  but prior to exercise,  Optionee's
          personal  representative  or the  person  entitled  to  succeed to the
          Option)  shall  have the  right to  exercise  the  portions  of any of
          Optionee's  Incentive  Stock Options which were  exercisable as of the
          date of such  termination,  in whole or in part, not less than 30 days
          nor more than three (3)  months  after such  termination  (or,  in the
          event of  "termination  for good  cause"  as that term is  defined  in
          Delaware case law related thereto,  or by the terms of the Plan or the
          Option  Agreement  or  an  employment  agreement,   the  Option  shall
          automatically  terminate as of the termination of employment as to all
          shares covered by the Option).

               With  respect  to  Nonstatutory  Options  granted  to  employees,
          directors  or  consultants,  the Board may  specify  such  period  for
          exercise,  not  less  than  30  days  (except  that  in  the  case  of
          "termination  for cause" or removal of a  director,  the Option  shall
          automatically  terminate  as  of  the  termination  of  employment  or
          services as to shares covered by the Option,  following termination of
          employment or services as the Board deems  reasonable and appropriate.
          The Option may be exercised only with respect to installments that the
          Optionee could have exercised at the date of termination of employment
          or  services.  Nothing  contained  herein  or in  any  Option  granted
          pursuant  hereto  shall be  construed to affect or restrict in any way
          the right of the Company to terminate the employment or services of an
          Optionee with or without cause.

     (f)  Disability of Optionee: If an Optionee is disabled (within the meaning
          of Section 22(e)(3) of the Code) at the time of termination, the three
          (3) month  period  set forth in  Section  5(e)  shall be a period,  as
          determined by the Board and set forth in the Option,  of not less than
          six months nor more than one year after such termination.

     (g)  Death of Optionee: If an Optionee dies while employed by, engaged as a
          consultant to, or serving as a Director of the Company, the portion of
          such Optionee's  Option which was exercisable at the date of death may
          be exercised, in whole or in part, by the estate of the decedent or by
          a person  succeeding  to the right to exercise such Option at any time
          within (i) a period,  as  determined by the Board and set forth in the
          Option,  of not less  than six (6)  months  nor more than one (1) year
          after Optionee's death, which period shall not be more, in the case of
          a  Nonstatutory   Option,  than  the  period  for  exercise  following
          termination  of employment  or services,  or (ii) during the remaining
          term of the  Option,  whichever  is the  lesser.  The Option may be so
          exercised only with respect to installments exercisable at the time of
          Optionee's death and not previously exercised by the Optionee.

     (h)  Nontransferability  of Option:  No Option shall be transferable by the
          Optionee, except by will or by the laws of descent and distribution.

          (i)  Recapitalization: Subject to any required action of shareholders,
               the number of shares of Stock covered by each outstanding Option,
               and the exercise  price per share  thereof set forth in each such
               Option,  shall be  proportionately  adjusted  for any increase or
               decrease  in the number of issued  shares of Stock of the Company
               resulting  from  a  stock  split,  stock  dividend,  combination,
               subdivision or  reclassification  of shares,  or the payment of a
               stock  dividend,  or any other increase or decrease in the number
               of such shares affected  without receipt of  consideration by the
               Company;  provided,  however,  the conversion of any  convertible
               securities  of the  Company  shall  not be  deemed  to have  been
               "effected without receipt of consideration" by the Company.

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                    In the event of a proposed dissolution or liquidation of the
               Company,  a merger or  consolidation  in which the Company is not
               the surviving  entity,  or a sale of all or substantially  all of
               the  assets or  capital  stock of the  Company  (collectively,  a
               "Reorganization"),  unless otherwise  provided by the Board, this
               Option  shall  terminate  immediately  prior  to such  date as is
               determined  by the  Board,  which date shall be no later than the
               consummation of such Reorganization. In such event, if the entity
               which shall be the  surviving  entity does not tender to Optionee
               an offer,  for which it has no obligation to do so, to substitute
               for any  unexercised  Option a stock  option or capital  stock of
               such surviving of such surviving entity, as applicable,  which on
               an equitable basis shall provide the Optionee with  substantially
               the same economic  benefit as such unexercised  Option,  then the
               Board  may  grant to such  Optionee,  in its  sole  and  absolute
               discretion  and  without  obligation,  the  right  for  a  period
               commencing thirty (30) days prior to and ending immediately prior
               to  the  date   determined  by  the  Board  pursuant  hereto  for
               termination  of the  Option or during the  remaining  term of the
               Option, whichever is the lesser, to exercise any unexpired Option
               or  Options  without  regard  to the  installment  provisions  of
               Paragraph 6(d) of the Plan; provided, that any such right granted
               shall be  granted  to all  Optionees  not  receiving  an offer to
               receive  substitute  options on a consistent  basis, and provided
               further,   that  any  such  exercise  shall  be  subject  to  the
               consummation of such Reorganization.

                    Subject  to any  required  action  of  shareholders,  if the
               Company  shall  be  the   surviving   entity  in  any  merger  or
               consolidation,  each outstanding  Option thereafter shall pertain
               to and  apply to the  securities  to which a holder  of shares of
               Stock equal to the shares  subject to the Option  would have been
               entitled by reason of such merger or consolidation.

                    In the  event of a change  in the  Stock of the  Company  as
               presently constituted, which is limited to a change of all of its
               authorized  shares  without  par  value  into the same  number of
               shares  with a par  value,  the  shares  resulting  from any such
               change  shall be deemed to be the Stock within the meaning of the
               Plan.

                    To the extent that the foregoing adjustments relate to stock
               or securities of the Company,  such adjustments  shall be made by
               the Board,  whose  determination  in that respect shall be final,
               binding  and  conclusive.  Except as  expressly  provided in this
               Section 5(i),  the Optionee shall have no rights by reason of any
               subdivision or  consolidation  of shares of stock of any class or
               the  payment  of any  stock  dividend  or any other  increase  or
               decrease  in the number of shares of stock of any class,  and the
               number or price of shares of Stock  subject to any  Option  shall
               not be affected by, and no adjustment shall be made by reason of,
               any dissolution,  liquidation,  merger,  consolidation or sale of
               assets or capital stock, or any issue by the Company of shares of
               stock of any class or securities convertible into shares of stock
               of any class.

                    The Grant of an Option pursuant to the Plan shall not affect
               in any way  the  right  or  power  of the  Company  to  make  any
               adjustments, reclassifications, reorganizations or changes in its
               capital or business structure or to merge, consolidate, dissolve,
               or  liquidate  or to  sell  or  transfer  all or any  part of its
               business or assets.

     (j)  Rights  as a  Shareholder:  An  Optionee  shall  have no  rights  as a
          shareholder  with respect to any shares covered by an Option until the
          effective  date of the  issuance of the shares  following  exercise of
          such Option by Optionee.  No  adjustment  shall be made for  dividends
          (ordinary  or  extraordinary,  whether  in cash,  securities  or other
          property) or  distributions  or other rights for which the record date
          is prior to the date  such  stock  certificate  is  issued,  except as
          expressly provided in Section 5(i) hereof.

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     (k)  Modification, Acceleration, Extension, and Renewal of Options: Subject
          to the terms and  conditions  and within the  limitations of the Plan,
          the Board may modify an  Option,  or,  once an Option is  exercisable,
          accelerate  the rate at which it may be  exercised,  and may extend or
          renew  outstanding  Options  granted  under  the  Plan or  accept  the
          surrender  of  outstanding  Options  (to the  extent  not  theretofore
          exercised)  and authorize the granting of new Options in  substitution
          for such Options,  provided such action is  permissible  under Section
          422 of the Code and applicable state securities rules. Notwithstanding
          the provisions of this Section 5(k),  however,  no  modification of an
          Option  shall,  without  the  consent  of the  Optionee,  alter to the
          Optionee's  detriment  or impair any rights or  obligations  under any
          Option theretofore granted under the Plan.

     (l)  Exercise  Before  Exercise Date: At the  discretion of the Board,  the
          Option may, but need not, include a provision whereby the Optionee may
          elect to exercise all or any portion of the Option prior to the stated
          exercise date of the Option or any installment  thereof. Any shares so
          purchased  prior to the  stated  exercise  date  shall be  subject  to
          repurchase by the Company upon termination of Optionee's employment as
          contemplated  by Section 5(n) hereof prior to the exercise date stated
          in the Option and such other  restrictions and conditions as the Board
          or Committee may deem advisable.

     (m)  Other  Provisions:  The Option  agreements  authorized  under the Plan
          shall contain such other provisions,  including,  without  limitation,
          restrictions  upon the  exercise of the  Options,  as the Board or the
          Committee shall deem advisable. Shares shall not be issued pursuant to
          the  exercise  of an Option,  if the  exercise  of such  Option or the
          issuance of shares  thereunder would violate,  in the opinion of legal
          counsel for the Company,  the  provisions of any applicable law or the
          rules or regulations of any applicable  governmental or administrative
          agency or body,  such as the Code,  the  Securities  Act, the Exchange
          Act, applicable state securities rules,  Delaware corporation law, and
          the rules promulgated under the foregoing or the rules and regulations
          of any  exchange  upon which the  shares of the  Company  are  listed.
          Without limiting the generality of the foregoing, the exercise of each
          Option  shall  be  subject  to the  condition  that if at any time the
          Company shall  determine that (i) the  satisfaction of withholding tax
          or other similar  liabilities,  or (ii) the listing,  registration  or
          qualification  of  any  shares  covered  by  such  exercise  upon  any
          securities  exchange  or under any state or federal  law, or (iii) the
          consent or approval of any regulatory  body, or (iv) the perfection of
          any  exemption  from  any  such  withholding,  listing,  registration,
          qualification,  consent or  approval  is  necessary  or  desirable  in
          connection  with such  exercise or the issuance of shares  thereunder,
          then in any such event,  such exercise  shall not be effective  unless
          such  withholding,  listing  registration,   qualification,   consent,
          approval or exemption shall have been effected,  obtained or perfected
          free of any conditions not acceptable to the Company.

     (n)  Repurchase Agreement:  The Board may, in its discretion,  require as a
          condition  to the  Grant  of an  Option  hereunder,  that an  Optionee
          execute  an  agreement  with  the  Company,   in  form  and  substance
          satisfactory to the Board in its discretion ("Repurchase  Agreement"),
          (i)  restricting  the Optionee's  right to transfer  shares  purchased
          under such Option without first offering such shares to the Company or
          another  shareholder of the Company upon the same terms and conditions
          as provided  therein;  and (ii)  providing  that upon  termination  of
          Optionee's  employment with the Company,  for any reason,  the Company
          (or another  shareholder of the Company, as provided in the Repurchase
          Agreement)  shall have the right at its  discretion (or the discretion
          of such other  shareholders) to purchase and/or redeem all such shares
          owned  by  the  Optionee  on the  date  of  termination  of his or her
          employment  at a price  equal to: (A) the fair value of such shares as
          of such date of termination; or (B) if such repurchase right lapses at
          20% of the number of shares per year,  the original  purchase price of
          such shares,  and upon terms of payment  permissible  under applicable
          state securities rules;  provided that in the case of Options or Stock
          Awards  granted to officers,  directors,  consultants or affiliates of
          the Company,  such repurchase  provisions may be subject to additional
          or greater restrictions as determined by the Board or Committee.

                                       7
<PAGE>
6.   Stock Awards and Restricted Stock Purchase Offers.

     (a)  Types of Grants.

          (i)  Stock Award. 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 C.

          (ii) Restricted  Stock Purchase  Offer. A Grant of a Restricted  Stock
               Purchase  Offer  under  the  Plan  shall be  subject  to such (i)
               vesting  contingencies  related  to the  Participant's  continued
               association  with the Company for a specified time and (ii) other
               specified  conditions as the Board or Committee shall  determine,
               in their sole  discretion,  consistent with the provisions of the
               Plan. All Restricted Stock Purchase Offers shall be made pursuant
               to a Restricted  Stock Purchase Offer  substantially  in the form
               attached hereto as Exhibit D.

     (b)  Conditions and  Restrictions.  Shares of Stock which  Participants may
          receive as a Stock Award under a Stock Award  Agreement or  Restricted
          Stock  Purchase  Offer under a  Restricted  Stock  Purchase  Offer may
          include such  restrictions  as the Board or Committee,  as applicable,
          shall  determine,   including  restrictions  on  transfer,  repurchase
          rights,  right of  first  refusal,  and  forfeiture  provisions.  When
          transfer of Stock is so restricted or subject to forfeiture provisions
          it is  referred  to as  "Restricted  Stock".  Further,  with  Board or
          Committee  approval,  Stock Awards or Restricted Stock Purchase Offers
          may be deferred,  either in the form of  installments or a future lump
          sum   distribution.   The  Board  or  Committee  may  permit  selected
          Participants  to elect  to defer  distributions  of  Stock  Awards  or
          Restricted   Stock  Purchase  Offers  in  accordance  with  procedures
          established  by the Board or Committee  to assure that such  deferrals
          comply with  applicable  requirements  of the Code  including,  at the
          choice of Participants,  the capability to make further  deferrals for
          distribution  after  retirement.  Any deferred  distribution,  whether
          elected by the Participant or specified by the Stock Award  Agreement,
          Restricted  Stock  Purchase  Offers or by the Board or Committee,  may
          require the payment be forfeited in accordance  with the provisions of
          Section 6(c).  Dividends or dividend equivalent rights may be extended
          to and made  part of any  Stock  Award or  Restricted  Stock  Purchase
          Offers denominated in Stock or units of Stock,  subject to such terms,
          conditions and restrictions as the Board or Committee may establish.

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

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<PAGE>
          (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.

          (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) Upon  exercise,  payment or  delivery  pursuant  to a Grant,  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  6(c)  prior to,  or during  the six  months  after,  any
               exercise,  payment or  delivery  pursuant  to a Grant shall cause
               such exercise,  payment or delivery 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
               exercise,  payment or delivery  pursuant to a Grant. 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.

     (d)  Nonassignability.

          (i)  Except  pursuant to Section  6(e)(iii) and except as set forth in
               Section  6(d)(ii),  no Grant or any other  benefit under the Plan
               shall be assignable or transferable, or payable to or exercisable
               by, anyone other than the Participant to whom it was granted.

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<PAGE>
          (ii) Where a  Participant  terminates  employment  and retains a Grant
               pursuant to Section 6(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 Awards.

     (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  6(e),  all  unexercised,
          deferred and unpaid Stock Awards or Restricted  Stock Purchase  Offers
          shall be cancelled  immediately,  unless the Stock Award  Agreement or
          Restricted Stock Purchase Offer 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 Stock Awards or Restricted  Stock  Purchase
               Offers to continue  in effect  beyond the date of  retirement  in
               accordance   with  the   applicable   Grant   Agreement  and  the
               exercisability and vesting of any such Grants 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 or Restricted  Stock Purchase Offers would be in the
               best  interests  of the Company,  the Board or Committee  may (i)
               authorize,    where   appropriate,    the   acceleration   and/or
               continuation  of all or any part of Grants  issued  prior to such
               termination and (ii) permit the exercise,  vesting and payment of
               such Grants for such period as may be set forth in the applicable
               Grant  Agreement,  subject to earlier  cancellation  pursuant  to
               Section 9 or at such time as the Board or  Committee  shall  deem
               the continuation of all or any part of the  Participant's  Grants
               are not in the Company's best interest.

         (iii) Death or Disability of a Participant.

               (1)  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 Grant  Agreement  within
                    which to receive or exercise any  outstanding  Grant held by
                    the Participant  under such terms as may be specified in the
                    applicable Grant  Agreement.  Rights to any such outstanding
                    Grants  shall  pass  by  will or the  laws  of  descent  and
                    distribution in the following order: (a) to beneficiaries so
                    designated by the Participant;  if none, then (b) to a legal
                    representative of the Participant;  if none, then (c) to the
                    persons  entitled  thereto  as  determined  by  a  court  of
                    competent  jurisdiction.  Grants so passing shall be made at
                    such  times and in such  manner as if the  Participant  were
                    living.

               (2)  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,  Grants and rights to any such Grants 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.

                                       10
<PAGE>
               (3)  After the death or disability of a Participant, the Board or
                    Committee  may in  its  sole  discretion  at  any  time  (1)
                    terminate  restrictions in Grant Agreements;  (2) accelerate
                    any or all  installments  and rights;  and (3)  instruct the
                    Company to pay the total of any  accelerated  payments  in a
                    lump  sum  to the  Participant,  the  Participant's  estate,
                    beneficiaries or  representative;  notwithstanding  that, in
                    the  absence  of  such   termination  of   restrictions   or
                    acceleration  of  payments,  any or all of the  payments due
                    under the Grant  might  ultimately  have  become  payable to
                    other beneficiaries.

               (4)  In the  event  of  uncertainty  as to  interpretation  of or
                    controversies  concerning this Section 6, the determinations
                    of the Board or Committee,  as applicable,  shall be binding
                    and conclusive.

7.   Investment Intent. All Grants under the Plan are intended to be exempt from
     registration  under the  Securities  Act  provided by Rule 701  thereunder.
     Unless and until the  granting  of Options  or sale and  issuance  of Stock
     subject to the Plan are  registered  under the  Securities  Act or shall be
     exempt pursuant to the rules promulgated  thereunder,  each Grant 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 Grant shall  provide that no shares shall be purchased  upon the
     exercise  of the  rights  under  such  Grant  unless and until (i) 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 (ii) if  requested  to do so by the  Company,  the person
     exercising the rights under the Grant 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 Grant
     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.

8.   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  Grants,  suspend  or
     terminate the Plan or revise or amend it in any respect whatsoever,  except
     that  without the  approval of the  shareholders  of the  Company,  no such
     revision or amendment  shall (i)  increase the number of shares  subject to
     the Plan,  (ii)  decrease the price at which  Grants may be granted,  (iii)
     materially increase the benefits to Participants,  or (iv) change the class
     of persons eligible to receive Grants under the Plan; provided, however, no
     such  action  shall  alter or impair the rights and  obligations  under any
     Option,  or Stock Award, or Restricted Stock Purchase Offer  outstanding as
     of the  date  thereof  without  the  written  consent  of  the  Participant
     thereunder.  No Grant may be issued while the Plan is suspended or after it
     is terminated,  but the rights and obligations under any Grant issued while
     the Plan is in effect shall not be impaired by suspension or termination of
     the Plan.

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<PAGE>
          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,  (ii)  available  for Incentive  Stock  Options and  Nonstatutory
     Options and (iii) covered by outstanding  Stock Awards or Restricted  Stock
     Purchase Offers;  (b) the Stock prices related to outstanding  Grants;  and
     (c) the appropriate  Fair Market Value and other price  determinations  for
     such Grants.  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 Grants by means of  substitution  of
     new Grant  Agreements  for  previously  issued  Grants or an  assumption of
     previously issued Grants.

9.   Tax  Withholding.  The  Company  shall have the right to deduct  applicable
     taxes from any Grant  payment  and  withhold,  at the time of  delivery  or
     exercise of Options,  Stock Awards or Restricted  Stock Purchase  Offers or
     vesting of shares under such Grants,  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.

10.  Availability of Information. During the term of the Plan and any additional
     period  during  which  a  Grant  granted  pursuant  to the  Plan  shall  be
     exercisable,  the Company shall make available,  not later than one hundred
     and twenty (120) days following the close of each of its fiscal years, such
     financial and other information regarding the Company as is required by the
     bylaws of the  Company  and  applicable  law to be  furnished  in an annual
     report to the shareholders of the Company.

11.  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 it
     is  received  by the  office of the chief  personnel  officer  or the chief
     executive officer.

12.  Indemnification   of  Board.   In   addition   to  such  other   rights  or
     indemnifications  as they may have as  directors or  otherwise,  and to the
     extent  allowed  by  applicable  law,  the  members  of the  Board  and the
     Committee  shall be  indemnified  by the  Company  against  the  reasonable
     expenses,  including  attorneys' fees, actually and necessarily incurred in
     connection with the defense of any claim, action, suit or proceeding, or in
     connection with any appeal  thereof,  to which they or any of them may be a
     party by  reason  of any  action  taken,  or  failure  to act,  under or in
     connection with the Plan or any Grant granted  thereunder,  and against all
     amounts paid by them in settlement  thereof  (provided  such  settlement is
     approved by independent  legal counsel  selected by the Company) or paid by
     them in  satisfaction  of a judgment  in any such  claim,  action,  suit or
     proceeding,  except in any case in relation to matters as to which it shall
     be adjudged in such claim,  action,  suit or proceeding  that such Board or
     Committee  member is liable for negligence or misconduct in the performance
     of  his  or  her  duties;  provided  that  within  sixty  (60)  days  after
     institution  of any  such  action,  suit or  Board  proceeding  the  member
     involved shall offer the Company, in writing,  the opportunity,  at its own
     expense, to handle and defend the same.

13.  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 Delaware and construed accordingly.

14.  Effective and  Termination  Dates.  The Plan shall become  effective on the
     date it is  approved  by the  holders of a majority  of the shares of Stock
     then  outstanding.  The Plan shall  terminate  ten years later,  subject to
     earlier termination by the Board pursuant to Section 8.

                                       12
<PAGE>
     The foregoing 2006 Incentive Stock Plan (consisting of 14 pages,  including
this page) was duly  adopted and approved by the Board of Directors on March 27,
2006.

                        GLOBAL REALTY DEVELOPMENT CORP.,
                        a Delaware corporation


                        By: /s/ Robert Kohn
                          -----------------
                          Robert Kohn
                        Its: Chief Executive Officer






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