**FIIC,
        INC.**
 **2005
        STOCK OPTION, DEFERRED STOCK**
 **AND
        RESTRICTED STOCK PLAN**
 
 **STOCK
        OPTION AGREEMENT**
 **(SUPER
        EXECUTIVE)**
 
 
 NAME:
        ___________________
 
 This
        AGREEMENT is made effective as of the ___day of ___________, 20___ (the “Option
        Grant Date”), by and between FIIC, Inc., a Delaware corporation (the “Company”)
        and ________________ (the “Optionee”).
 
 **RECITALS**
 
 WHEREAS,
        the Company has established the 2005 Stock Option, Deferred Stock and Restricted
        Stock Plan (the "Plan") effective as of April 25, 2005, and
 
 WHEREAS,
        pursuant to the provisions of said Plan, the Administrator has granted to
        the
        Participant by action duly taken on ________ __, 20__, (the "Award Date")
        a
        stock option award (the "Stock Option Award") based upon the terms and
        conditions set forth herein.
 
 NOW,
        THEREFORE, in consideration of services rendered and to be rendered by the
        Participant and the mutual promises and covenants made herein, the mutual
        benefits to be derived therefrom and other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, the parties agree
        as
        follows:
 
 **AGREEMENT**
 
 1.  The
        Option(s) .
        The
        Optionee may, at his/her option, purchase all or any part of an aggregate
        of
        __________ shares of Common Stock (the “Optioned Shares”), at the price of
        $_________ per share (the “Option Price”), on the terms and conditions set forth
        herein.
 
 2.  Option
        Type; Exercise Dates and Exercise .
        Options
        intended to qualify as Incentive Stock Options are designated by an “ISO” under
        the category “Type.” Options intended as separate Non-Qualified Stock Options
        are designated by a “NQSO” under the category “Type.” The Option(s) shall be
        exercisable as to the specified number of Optioned Shares on and after the
        “First” dates and on or before the “Last” dates set forth below:
  
  Type
                
                Number
                    of Shares
                
                First
                    and Last Date
 Optionee
          acknowledges that he/she understands he/she has no right whatsoever to
          exercise
          the Option(s) granted hereunder with respect to any Optioned Shares covered
          by
          any installment until such installment accrues (and is thus vested) as
          provided
          above. Optionee further understands that the Option(s) granted hereunder
          shall
          expire and become unexercisable as provided in Section 4(c)
          below.
 
 In
        the
        event, within twelve (12) months after a Change in Control, the Optionee’s
        employment terminates other than (i) for Cause, (ii) voluntary termination
        by
        the Optionee but such resignation is not a result of a “Constructive
        Termination”, or (iii) death or disability of the Optionee, fifty percent (50%)
        of the unvested Optioned Shares shall vest upon the date of such termination.
        For the purposes of this agreement, “Constructive Termination” shall mean
        Employee’s voluntary termination, upon 30 days prior written notice to the
        Company, following: (A) a material reduction or change in job duties,
        responsibilities and requirements inconsistent with Employee’s position with the
        Company and Employee’s prior duties, responsibilities and requirements; (B) any
        reduction of Employee’s base compensation (other than in connection with a
        general decrease in base salaries for most employees of the successor
        corporation); or (C) Employee’s refusal to relocate to a facility or location
        more than 75 miles from the Company’s current location.
 
 For
        the
        purposes of the foregoing, a “Change in Control” shall have the meaning set
        forth in Section 9(b) of the Plan. For purposes of this Agreement, “Cause” shall
        mean (i) a material act of dishonesty in connection with the Optionee’s
        responsibilities as an employee of the Company; (ii) the Optionee’s conviction
        of, or plea of nolo contendere to, a felony or a crime involving moral
        turpitude, (iii) the Optionee’s gross misconduct which has a material adverse
        effect on the Company, or (iv) the Optionee’s consistent and willful failure to
        perform his or her employment duties where such failure is not cured within
        30
        days after written notice to Participant by the Company.
  2
  3.  Method
        of Exercise .
        This
        Option shall be deemed exercised as to the shares to be purchased when written
        notice of such exercise has been given to the Company at its principal business
        office by the Optionee with respect to the Common Stock to be purchased.
        Such
        notice shall be accompanied by full payment in cash or cash equivalents as
        determined by the Administrator. As determined by the Administrator, in its
        sole
        discretion, payment in whole or part may also be made (i) in the form of
        unrestricted Stock already owned by the Optionee, or, in the case of the
        exercise of a Non-Qualified Stock Option, Restricted Stock subject to an
        Award
        hereunder (based, in each case, on the Fair Market Value of the Stock), (ii)
        by
        cancellation of any indebtedness owed by the Company to the Optionee, (iii)
        by a
        full recourse promissory note executed by the Optionee, (iv) by requesting
        that
        the Company withhold whole shares of Common Stock then issuable upon exercise
        of
        the Stock Option (based on the Fair Market Value of the Stock), (v) by
        arrangement with a broker which is acceptable to the Administrator where
        payment
        of the option price is made pursuant to an irrevocable direction to the broker
        to deliver all or part of the proceeds from the sale of the shares underlying
        the option to the Company, or (vi) by any combination of the foregoing; provided , however ,
        that in
        the case of an Incentive Stock Option, the right to make payment in the form
        of
        already owned shares may be authorized only at the time of grant. Any payment
        in
        the form of Stock already owned by the Optionee may be effected by use of
        an
        attestation form approved by the Administrator. If payment of the option
        exercise price of a NQSO is made in whole or in part in the form of Restricted
        Stock or Deferred Stock, the shares received upon the exercise of such Option
        (to the extent of the number of shares of Restricted Stock or Deferred Stock
        surrendered upon exercise of such Option) shall be restricted in accordance
        with
        the original terms of the Restricted Stock or Deferred Stock award in question,
        except that the Administrator may direct that such restrictions shall apply
        only
        to that number of shares surrendered upon the exercise of such
        Option.
 
 4.  Governing
        Plan .
        This
        Agreement hereby incorporates by reference the Plan and all of the terms
        and
        conditions of the Plan as heretofore amended and as the same may be amended
        from
        time to time hereafter in accordance with the terms thereof, but no such
        subsequent amendment shall adversely affect the Optionee’s rights under this
        Agreement and the Plan except as may be required by applicable law. The Optionee
        expressly acknowledges and agrees that the provisions of this Agreement are
        subject to the Plan; the terms of this Agreement shall in no manner limit
        or
        modify the controlling provisions of the Plan, and in case of any conflict
        between the provisions of the Plan and this Agreement, the provisions of
        the
        Plan shall be controlling and binding upon the parties hereto. The Optionee
        also
        hereby expressly acknowledges, represents and agrees as follows:
 
 (a)  Acknowledges
        receipt of a copy of the Plan, a copy of which is attached hereto and by
        reference incorporated herein, and represents that he/she is familiar with
        the
        terms and provisions of said Plan, and hereby accepts this Agreement subject
        to
        all the terms and provisions of said Plan.
 
 (b)  Agrees
        to
        accept as binding, conclusive and final all decisions or interpretations
        of the
        Administrator upon any questions arising under the Plan.
 
 (c)  Acknowledges
        that he/she is familiar with Sections of the Plan regarding the exercise
        of the
        Option(s) and represents that he/she understands that said Option(s) must
        be
        exercised on or before the “Last” exercise date noted above in Section 2 or such
        other date as set forth in the Plan, whichever is earlier.
  3
  (d)  Acknowledges,
        understands and agrees that the existence of the Plan and the execution of
        this
        Agreement are not sufficient by themselves to cause any exercise of any
        Option(s) granted as an Incentive Stock Option to qualify for favorable tax
        treatment through the application of Section 422 of the Internal Revenue
        Code;
        that Optionee must, in order to so qualify, individually meet by his own
        action
        all applicable requirements of Section 422, including without limitation
        the
        following holding period and employment requirements:
 
 (1)  holding
        period requirement :
        no
        disposition of an Optioned Share may be made by Optionee within two (2) years
        from the date of the granting of the Option(s) nor within one (1) year after
        the
        transfer of such Optioned Share to him/her, and
 
 (2)  employment
        requirement :
        at all
        times during the period beginning on the date of the granting of the Option(s)
        and ending on the day three (3) months before the date of exercise, the Optionee
        must have been an employee of the Company, its Parent, or a Subsidiary of
        the
        Company, or a corporation or a parent or subsidiary of such corporation issuing
        or assuming the Option(s) in a transaction to which Section 425(a) of the
        Internal Revenue Code applies, except where the termination of employment
        is by
        means of the employee’s disability, in which case said three (3) month period
        may be extended to one (1) year, as provided under Internal Revenue Code
        Section
        422.
 
 5.  Representations
        and Warranties .
        Optionee hereby represents to the Company that each of the Options evidenced
        hereby and the shares purchasable upon exercise thereof are being acquired
        only
        for investment and without any present intention to sell or distribute such
        securities.
 
 6.  Options
        Not Transferable .
        No
        Stock Option shall be transferable by the Optionee other than by will or
        by the
        laws of descent and distribution. Incentive Stock Options shall be exercisable,
        during the Optionee’s lifetime, only by the Optionee or, with respect to
        Non-Qualified Stock Options, in accordance with the terms of a qualified
        domestic relations order.
 
 7.  No
        Enlargement of Employee Rights .
        Nothing
        in this Agreement shall be construed to confer upon the Optionee (if an
        employee) any right to continued employment with the Company or to restrict
        in
        any way the right of the Company to terminate his/her employment. Optionee
        acknowledges that in the absence of an express written employment agreement
        to
        the contrary, the Company may terminate Optionee’s employment with the Company
        at any time, with or without cause.
 
 8.  Withholding
        of Taxes .
        Optionee authorizes the Company to withhold, in accordance with any applicable
        law, from any compensation payable to him any taxes required to be withheld
        by
        federal, state or local law as a result of the grant of the Option(s) or
        the
        issuance of stock pursuant to the exercise of such Option(s).
 
 9.  Laws
        Applicable to Construction .
        This
        Agreement shall be construed and enforced in accordance with the laws of
        the
        State of California.
 
 10. Agreement
        Binding on Successors .
        The
        terms of this Agreement shall be binding upon the executors, administrators,
        heirs, successors, transferees and assignees of the Optionee.
  4
  11. Costs
        of Litigation .
        In any
        action at law or in equity to enforce any of the provisions or rights under
        this
        Agreement or the Plan, the unsuccessful party to such litigation, as determined
        by the court in a final judgment or decree, shall pay the successful party
        or
        parties all costs, expenses and reasonable attorneys’ fees incurred by the
        successful party or parties (including without limitation costs, expenses
        end
        fees on any appeals), and if the successful party recovers judgment in any
        such
        action or proceeding such costs, expenses and attorneys’ fees shall be included
        as part of the judgment.
 
 12. Necessary
        Acts .
        The
        Optionee agrees to perform all acts and execute and deliver any documents
        that
        may be reasonably necessary to carry out the provisions of this Agreement,
        including but not limited to all acts and documents related to compliance
        with
        federal and/or state securities laws.
 
 13. Counterparts .
        For
        convenience this Agreement may be executed in any number of identical
        counterparts, each of which shall be deemed a complete original in itself
        and
        may be introduced in evidence or used for any other purpose without the
        production of any other counterparts.
 
 14. Invalid
        Provisions .
        In the
        event that any provision of this Agreement is found to be invalid or otherwise
        unenforceable under any applicable law, such invalidity or unenforceability
        shall not be construed as rendering any other provisions contained herein
        invalid or unenforceable, and all such other provisions shall be given full
        force and effect to the same extent as though the invalid and unenforceable
        provision was not contained herein.
 
 15. Limitation
        on Value of Optioned Shares .
        Optionee acknowledges that the Plan provides that the aggregate fair market
        value (determined as of the date hereof) of the shares of Common Stock to
        which
        Options granted as Incentive Stock Options are exercisable for the first
        time by
        Optionee during any calendar year under all incentive stock option plans
        of the
        Company and any future Subsidiary shall not exceed $100,000. It is understood
        and agreed that should it be determined that an Option if granted as an
        Incentive Stock Option hereunder would exceed such maximum, such Option shall
        be
        considered granted as a Non-Qualified Stock Option to the extent, but only
        to
        the extent of such excess. This limitation shall not apply to any option
        granted
        as a Non-Qualified Stock Option.
 
 5
 
 IN
        WITNESS WHEREOF, the Company and the Optionee have executed this Agreement
        effective as of the date first written hereinabove.


FIIC,
                  Inc.
              
              OPTIONEEBy:
                Name:
                Title:
              
              (Print
                    Name)Address
                  of Optionee:(Social
                  Security)
   By
        his or
        her signature below, the spouse of the Optionee, if such Optionee be legally
        married as of the date of his execution of this Agreement, acknowledges that
        he
        or she has read this Agreement and the Plan and is familiar with the terms
        and
        provisions thereof, and agrees to be bound by all the terms and conditions
        of
        said Agreement and said Plan document.
  SpouseDated:
  By
        his or
        her signature below the Optionee represents that he or she is not legally
        married as of the date of execution of this Agreement.
  SpouseDated:
   6