Business Development Solutions, Inc. - Exhibit 10.2 - Prepared By TNT
   Filings Inc.










Exhibit 10.2

BUSINESS DEVELOPMENT SOLUTIONS, INC. 

2009 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT [PRC RESIDENTS] 

Unless otherwise defined herein,
the terms in this Stock Option Agreement (the “Option
Agreement”) have the same meanings as defined in the Business
Development Solutions, Inc. 2009 Equity Incentive Plan (the
“Plan”). 

	I. 	
      NOTICE OF STOCK OPTION
  GRANT



Optionee: 

Address: 

You have been granted an Option to
purchase Common Stock of the Company, subject to the terms and conditions of the
Plan and this Option Agreement, as follows: 

	 	Grant Date: 	 
	 	Vesting Commencement Date: 	 
	 	Exercise Price per Share: 	[No less than fair market value at grant
      date] 
	 	Total Number of Shares Granted: 	 
	 	Total Exercise Price: 	 
	 	Type of Option: 	[Nonstatutory Stock Option (unless
      granted to an 
	 	  	employee subject to U.S. tax, then could be
      a ISO)] 
	 	Expiration Date: 	Ten
      (10) years after Grant Date 
	 	Vesting Schedule: 	 
	 	Termination Period: 	 


To the extent vested, this Option
will be exercisable for three (3) months after Optionee ceases to be a Service
Provider, unless termination is due to Optionee’s death or Disability, in which
case this Option will be exercisable for twelve (12) months after
Optionee ceases to be a Service Provider. Notwithstanding the foregoing
sentence, in no event may this Option be exercised after any termination of the
Optionee as a Service Provider for Cause or after the Expiration Date as
provided above and this Option may be subject to earlier termination as provided
in the Plan.

“Cause” has
the meaning ascribed to such term or words of similar import in Optionee’s
written employment or service contract with the Company or its Affiliate and, in
the absence of such agreement or definition, means Optionee’s (i) conviction of,
or plea of nolo contendere to, a felony or any other crime involving moral
turpitude; (ii) fraud on or misappropriation of any funds or property of the
Company or any of its Affiliates, customer or vendor; (iii) personal dishonesty,
incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor
traffic violations or similar offenses), or breach of fiduciary duty which
involves personal profit; (iv) willful misconduct in connection with Optionee’s
duties or willful failure to perform Optionee’s responsibilities in the best
interests of the Company or any of its Affiliates; (v) illegal use or
distribution of drugs; (vi) violation of any rule, regulation, procedure or
policy of the Company or any of its Affiliates; or (vii) breach of any provision
of any employment, non-disclosure, non-competition, non-solicitation or other
similar agreement executed by Optionee for the benefit of the Company or any of
its Affiliates, all as determined by the board of directors of the Company or
its Affiliate (as the case may be), which determination will be conclusive.




“Disability”
means, (i) for purposes of an ISO, means total and permanent disability as
defined in Section 22(e)(3) of the Code; and (ii) other than for purposes of an
ISO, a medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, and that either (1) renders an Optionee unable to engage in
any substantial gainful activity or (2) results in an Optionee receiving income
replacement benefits for a period of not less than three months under an
employee accident and health plan covering the Participant. 

	II. 	
      AGREEMENT



1. Grant of Option. The
Administrator grants to the Optionee named in the Notice of Stock Option Grant
in Part I of this Option Agreement, an Option to purchase the number of
Shares set forth in the Notice of Stock Option Grant, at the exercise price per
Share set forth in the Notice of Stock Option Grant (the “Exercise
Price”), and subject to the terms and conditions of the Plan, which
is incorporated herein by reference. In the event of a conflict between the
terms and conditions of the Plan and this Option Agreement, the terms and
conditions of the Plan prevail. 

    If designated in the Notice of
Stock Option Grant as an Incentive Stock Option, this Option is intended to
qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Section 422(d)
of the Code, this Option will be treated as a Nonstatutory Stock Option. 

2. Exercise of Option. 

   (a) Right to Exercise.
This Option is exercisable during its term in accordance with the Vesting
Schedule set out in the Notice of Stock Option Grant and with the applicable
provisions of the Plan and this Option Agreement. 

   (b) Method of Exercise.
This Option is exercisable by (i) delivery of an exercise notice in the form
attached as Exhibit A (the “Exercise Notice”), or in
a manner and pursuant to procedures as the Administrator may determine, which
will state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and other representations and
agreements as may be required by the Company and (ii) paying the Company in full
the aggregate Exercise Price as to all Shares being acquired, together with any
applicable tax withholding.

          This Option will be deemed to be
exercised upon receipt by the Company of a fully executed Exercise Notice
accompanied by the aggregate Exercise Price, together with any applicable tax
withholding.

         No Shares will be issued pursuant
to the exercise of an Option unless the issuance and exercise of Shares complies
with Applicable Laws. Assuming compliance, for income tax purposes the Shares
will be considered transferred to the Optionee on the date on which the Option
is exercised with respect to the Shares.

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3. Method of Payment. The
aggregate Exercise Price may be paid by any of the following, or a combination
thereof, at the election of the Optionee: 

    (a) cash; 

    (b) check; 

    (c) promissory note; 

    (d) other Shares, provided Shares
have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option will be exercised;

    (e) by asking the Company to
withhold Shares from the total Shares to be delivered upon exercise equal to the
number of Shares having a value equal to the aggregate Exercise Price of the
Shares being acquired; 

    (f) any combination of the foregoing methods of payment; or

    (g) such other consideration and
method of payment for the issuance of Shares to the extent permitted by
Applicable Laws. 

4. Restrictions on
Exercise. This Option may not be exercised (a) until such time as the Plan
has been approved by the stockholders of the Company, or (b) if the issuance of
such Shares upon such exercise or the method of payment of consideration for
such shares would constitute a violation of any Applicable Laws. The Company
will be relieved of any liability with respect to any delayed issuance of shares
or its failure to issue shares if such delay or failure is necessary to comply
with Applicable Laws. 

5. Non-Transferability of
Option. This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution or, upon notice to and consent of
the Company, to family members (as defined in the Plan), and may be exercised
only by Optionee or Designated Beneficiary. The terms of the Plan and this
Option Agreement are binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. 

6. Term of Option. This
Option may be exercised only within the term set out in the Notice of Stock
Option Grant, and may be exercised during the term only in accordance with the
Plan and the terms of this Option Agreement. 

7. No Rights as
Stockholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder exists with respect to the Shares, notwithstanding the exercise
of the Option. Subject to the requirements of Section 8 and Section
11 below, the Shares will be issued to the Optionee as soon as practicable
after the Option is exercised in accordance with the Option Agreement. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date of issuance except as provided in the Plan 

8. Tax Obligations. 

     (a) Withholding Taxes.
Optionee agrees to arrange for the satisfaction of all national, federal,
provincial, state and local taxes (including income and employment taxes)
required by Applicable Laws to be withheld with respect to the grant and
exercise of the Option. Optionee acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver the Shares if withholding
amounts are not delivered at the time of exercise. In this regard, the
Optionee authorizes the Company or his/her actual employer to withhold all
applicable tax withholding legally payable by the Optionee from the Optionee’s
wages or other cash compensation payable to the Optionee by the Company or
his/her employer or from any equivalent cash payment received upon exercise of
the Option. Alternatively, the Company or the employer may permit the Optionee
to satisfy such withholding or payment on account obligations, in whole or in
part (without limitation) by paying cash. In addition, if permissible under
local law, the Company or the employer, in their sole discretion and pursuant to
such procedures as they may specify from time to time, may (a) withhold
otherwise deliverable Shares having a Fair Market Value equal to the minimum
amount required to be withheld, and/or (b) sell or arrange for the sale of a
sufficient number of such Shares otherwise deliverable to the Optionee through
such means as the Company may determine in its sole discretion (whether through
a broker or otherwise) equal to the amount required to be withheld. The Optionee
shall pay to the Company or to the employer any amount of tax that the Company
or the employer may be required to withhold as a result of the grant, vesting or
exercise of the Option that cannot be satisfied by the means previously
described. 

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     (b) Notice of Disqualifying
Disposition of ISO Shares. If the Option granted to Optionee is an ISO, and
if Optionee sells or otherwise disposes of any of the Shares acquired pursuant
to the ISO on or before the later of (i) the date two (2) years after the Grant
Date, or (ii) the date one (1) year after the date of exercise, the Optionee
must immediately notify the Company of the disposition in writing. Optionee
agrees that Optionee may be subject to income tax withholding by the Company on
the compensation income recognized by the Optionee.

     (c) Code Section 409A.
Under Section 409A of the Code, an Option that vests after December 31, 2004
that was granted with a per Share exercise price that is determined by the
Internal Revenue Service (the “IRS”) to be less than the
Fair Market Value of a Share on the Grant Date (a “discount option”) may be
considered deferred compensation. For an Optionee subject to U.S. income tax, an
Option that is a discount option may result in (i) income recognition by the
Optionee prior to the exercise of the Option, (ii) an additional twenty percent
(20%) tax, and (iii) potential penalty and interest charges. Optionee
acknowledges that the Company cannot and has not guaranteed that the IRS will
agree that the per Share Exercise Price of this Option equals or exceeds Fair
Market Value of a Share on the Grant Date in a later examination. Optionee
agrees that if the IRS determines that the Option was granted with a per Share
exercise price that was less than the Fair Market Value of a Share on the Grant
Date, Optionee will be solely responsible for any and all resulting tax
consequences.

9. No Guarantee of Continued
Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE AFFILIATE EMPLOYING OR
RETAINING OPTIONEE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S
RIGHT OR THE RIGHT OF THE COMPANY (OR THE AFFILIATE EMPLOYING OR RETAINING
OPTIONEE) TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY
TIME, WITH OR WITHOUT CAUSE. 

10. Notices. All notices
or other communications which are required or permitted hereunder will be in
writing and sufficient if (i) personally delivered or sent by telecopy, (ii)
sent by nationally-recognized overnight courier or (iii) sent by registered or
certified mail, postage prepaid, return receipt requested, addressed as follows:


4




      (a) if to the Optionee, to the
address (or telecopy number) set forth on the Notice of Stock Option Grant; and


     (b) if to the Company, to its
principal executive office as specified in any report filed by the Company with
the Securities and Exchange Commission or to such address as the Company may
have specified to the Grantee in writing, Attention: Corporate Secretary;


or to any other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any communication will be deemed to have been given (i) when delivered, if
personally delivered, or when telecopied, if telecopied with confirmation of
transmission by the transmission equipment, (ii) on the first Business Day (as
hereinafter defined) after dispatch, if sent by nationally-recognized overnight
courier and (iii) on the fourth Business Day following the date on which the
piece of mail containing the communication is posted, if sent by mail. As used
herein, “Business Day” means a day that is not a Saturday,
Sunday or a day on which banking institutions in the city to which the notice or
communication is to be sent are not required to be open. 

11. Refusal to Transfer.
The Company will not (i) transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Exercise
Notice, or (ii) be required to treat as owner of such Shares or to accord the
right to vote or pay dividends to any purchaser or other transferee to whom such
Shares have been so transferred. Optionee further acknowledges that the Shares
issued upon the exercise of the Option may be subject to such restrictions,
conditions or limitations as the Company determines appropriate as to the timing
and manner of any resales by Optionee or other subsequent transfers by Optionee
of any Shares, including without limitation (a) restrictions under an insider
trading policy, (b) restrictions designed to delay and/or coordinate the timing
and manner of sales by Optionee, and (c) restrictions as to the use of a
specified brokerage firm for such resales or other transfers. 

12. Successors and
Assigns. The Company may assign any of its rights under this Option
Agreement to single or multiple assignees, and this Optione Agreement inures to
the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Option Agreement is binding upon
Optionee and his or her heirs, executors, administrators, successors and
assigns. 

13. Interpretation. Any
dispute regarding the interpretation of this Option Agreement will be submitted
by Optionee or by the Company forthwith to the Administrator for review at its
next regular meeting. The resolution of disputes by the Administrator will be
final and binding on all parties. 

14. Specific Performance.
Optionee expressly agrees that the Company will be irreparably damaged if the
provisions of this Option Agreement and the Plan are not specifically enforced.
Upon a breach or threatened breach of the terms, covenants and/or conditions of
this Option Agreement or the Plan by the Optionee, the Company will, in addition
to all other remedies, be entitled to a temporary or permanent injunction,
without showing any actual damage, and/or decree for specific performance, in
accordance with the provisions hereof and thereof. The Administrator has the
power to determine what constitutes a breach or threatened breach of this Option
Agreement or the Plan. The Administrator’s determinations will be final and
conclusive and binding upon the Optionee. 

15. No Waiver. No waiver
of any breach or condition of this Option Agreement will be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature. 

16. Optionee Undertaking.
The Optionee agrees to take whatever additional actions and execute whatever
additional documents the Company may in its reasonable judgment deem necessary
or advisable in order to carry out or effect one or more of the obligations or
restrictions imposed on the Optionee pursuant to the express provisions of this
Option Agreement. 

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17. Modification of
Rights. The rights of the Optionee are subject to modification and
termination in certain events as provided in this Option Agreement and the Plan.


18. Governing Law. This
Option Agreement is governed by, and construed in accordance with, the laws of
the State of Delaware, the United States of America, without giving effect to
its conflict or choice of law principles that might otherwise refer construction
or interpretation of this Option Agreement to the substantive law of another
jurisdiction.

19. Counterparts; Facsimile
Execution. This Option Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which
together constitute one and the same instrument. Facsimile execution and
delivery or electronic transmission of signatures in portable document format
(pdf) of this Option Agreement is legal, valid and binding execution and
delivery for all purposes. 

20. Entire Agreement. The
Plan, this Option Agreement, and upon execution, the Exercise Notice (which is
inorporated herein by reference), constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to
the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee.

21. Severability. In the
event one or more of the provisions of this Option Agreement should, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provisions
of this Option Agreement, and this Option Agreement will be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.


22. WAIVER OF JURY TRIAL.
THE OPTIONEE EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS OPTION AGREEMENT AND FOR ANY
COUNTERCLAIM THEREIN. 

23. Representations of
Optionee. The following representations shall be true and accurate on and as
of the date of any exercise of the Option: 

     (a) Optionee acknowledges that
Optionee has received, read and understood the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions. 

     (b) If, at the time of exercise
of the Option, there does not exist a registration statement under the US
Securities Act of 1933, as amended (the “Act”), which
registration statement shall have become effective and shall include a resale
prospectus which is current with respect to the Shares subject to the Option,
Optionee hereby covenants and agrees with the Company that (i) Optionee is
purchasing the Shares for Optionee’s own account and not with a view to the
resale or distribution thereof, (ii) any subsequent offer for sale or sale of
any such Shares shall be made either pursuant to either (x) a registration
statement under that Act, which registration statement shall have become
effective and shall be current with respect to the Shares being offered and
sold, or (y) an exemption from the registration statement requirements of that
Act, including the provisions of Regulation S promulgated under the Act
(“Regulation S”), provided that Optionee is not a U.S.
person (as defined in Regulation S) and is not acquiring the Shares for the
account or benefit of a U.S. person, will resell the Shares only in accordance
with the provisions of Regulation S and will not engage in any hedging
transactions with regard to the Shares unless in compliance with the Act, but in
claiming the exemption in (y), Optionee shall, prior to any offer for sale or
sale of such Shares, obtain a favorable written opinion from counsel for or
reasonably approved by the Company as to the applicability of such exemption,
and (iii) the certificate evidencing such Shares shall bear a legend to the
effect of the foregoing substantially as follows: 

6





  
    
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF OTHER THAN IN COMPLIANCE
WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT REQUIREMENTS OF THE
SECURITIES ACT, INCLUDING THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE
SECURITIES ACT, UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN
OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY)
CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THESE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES TO THE
EXTENT PERMITTED BY APPLICABLE FEDERAL AND STATE SECURITIES LAWS.” 

    

  



     (c) The Optionee hereby
acknowledges that the Optionee is aware of the Company’s business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. The Optionee
hereby acknowledges and understands that the grant, vest, exercise of Option, or
receipt of the Shares may be subject to and limited by the Act, the US
Securities Exchange Act of 1934, as amended (collectively, the
“Securities Acts”), and other rules and regulations. Should
the Company fail to register any grant, vest, exercise of Option, or fail to
issue the Shares to the Optionee due to any restriction or limitation under the
Securities Acts or such other rules and regulations, the Optionee shall hold the
Company, its Affiliates, or any of its or their officers and directors free from
any liability for any of the foregoing failure. 

     [(d) The Optionee hereby
acknowledges that the Optionee is aware of the relevant requirements under the
laws of the People’s Republic of China (the “PRC”)
regarding overseas investment, including the requirements for approval and
registration of overseas securities with competent authorities. The Optionee is
acquiring the Shares after obtaining requisite approval or registration from
competent authorities of the PRC. Failure to obtain requisite approval or
registration shall relieve the Company, and any Affiliate, of any liability in
respect of the failure to issue the Shares subject to the Options. If the
failure is revealed or occurs after the issuance of the Shares upon an exercise
of the Options, the Company shall be entitled, at its sole discretion, to redeem
or request the Optionee to transfer the Shares to a transferee who is legally
entitled to hold the Shares at a redemption price (if any) to be determined by
the Administrator in its sole discretion. The Company and its Affiliates shall
be relieved from any liability for any redemption or request for transfer made
pursuant to the foregoing.] 

24. Tax Consultation.
Optionee understands that Optionee may suffer adverse tax consequences as a
result of Optionee’s purchase or disposition of the Shares. Optionee represents
that Optionee has consulted with any tax consultants Optionee deems advisable in
connection with the purchase or disposition of the Shares and that Optionee is
not relying on the Company for any tax advice. 

25. Other Agreements. 

      (a) The Optionee understands and
acknowledges that (i) the Plan is entirely discretionary, (ii) the Company and
his/her employer have reserved the right to amend, suspend or terminate the Plan
at any time, (iii) the grant of an Option does not in any way create
any contractual or other right to receive additional grants of SARs (or benefits
in lieu of Options) at any time or in any amount and (iv) all determinations
with respect to any additional grants, including (without limitation) the times
when Options will be granted, the number of Shares offered, the exercise price
and the vesting schedule, will be at the sole discretion of the Company. 

7




      (b) The value of this Option
shall be an extraordinary item of compensation outside the scope of the
Optionee’s employment contract, if any, and shall not be considered a part of
the Optionee’s normal or expected compensation for purposes of calculating
severance, resignation, redundancy or end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments. 

      (c) The Optionee understands and
acknowledges that participation in the Plan ceases upon termination of the
Optionee’s Service for any reason, except as may explicitly be provided
otherwise in the Plan or this Option Agreement. 

      (d) The Optionee hereby
authorizes and directs his/her employer to disclose to the Company or any
Affiliate any information regarding his/her employment, the nature and amount of
his/her compensation and the fact and conditions of the Optionee’s participation
in the Plan, as the Optionee’s employer deems necessary or appropriate to
facilitate the administration of the Plan. The Optionee consents to the
collection, use and transfer of personal data (the “Data”)
for use by the Company, its Affiliates and third parties as necessary or
appropriate to adminster the Plan. The Optionee may, at any time, view the Data,
require any necessary modifications of Data or withdraw the consents set forth
in this subsection by contacting the Human Resources Department of the Company
in writing. 

[remainder of page left blank intentionally] 

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     Optionee acknowledges receipt of
a copy of the Plan and represents that he or she is familiar with the terms and
provisions thereof, and accepts this Option subject to all of the terms and
provisions thereof. Optionee has reviewed the Plan and this Option Agreement in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option Agreement and fully understands all provisions of the
Option Agreement. Optionee agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising
under the Plan or this Option Agreement. Optionee further agrees to notify the
Company upon any change in the residence address indicated below. 

	OPTIONEE 	 	BUSINESS DEVELOPMENT SOLUTIONS, INC. 
	 	 	 
	Signature 	 	By 
	 	 	 
	Print Name 	 	Print Name 
	 	 	 
	  	 	 
	Residence Address 	 	Title 






EXHIBIT A 

2009 EQUITY INCENTIVE PLAN 

NOTICE OF EXERCISE OF OPTION 

Business Development Solutions, Inc. 
[Address] 

Attention: _______________, _________________


     1. Exercise of Option.
Effective as of today, _____________, _____, the undersigned
(“Optionee”) elects to exercise Optionee’s option (the
“Option”) to purchase _________shares of the Common Stock
(the “Shares”) of Business Development Solutions, Inc. (the
“Company”) under and pursuant to the Business Development
Solutions, Inc. 2009 Equity Incentive Plan (the “Plan”) and
the Stock Option Agreement dated ____________, ____ (the “Option
Agreement”). 

     2. Optionee
Representations. The representations in Section 23 of the Option Agreement
are true and accurate on and as of the date hereof. 

     3. Delivery of Payment.
Optionee herewith delivers to the Company the full purchase price of the Shares,
as set forth in the Option Agreement, and any and all withholding taxes due in
connection with the exercise of the Option. 

     4. Entire Agreement. The
Plan and Option Agreement are incorporated herein by reference. This Exercise
Notice, the Plan, and the Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by the Company and
Optionee. 

[signature page follows]





	Submitted by: 	 	Accepted by: 
	 	 	 
	OPTIONEE 	 	BUSINESS DEVELOPMENT SOLUTIONS, INC. 
	 	 	 
	Signature 	 	By 
	 	 	 
	Print Name 	 	Print Name 
	 	 	 
	  	 	Title 
	 	 	 
	Address: 	 	Address: 
	  	 	  
	  	 	  
	 	 	 
	  	 	Date Received