**FIIC,
      INC.**


**2005
      STOCK OPTION, DEFERRED STOCK**


**AND
      RESTRICTED STOCK PLAN**





**STOCK
      OPTION AGREEMENT**


**(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, 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 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.





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.




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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.





(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.




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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.





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.




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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.





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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:





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