Business Development Solutions, Inc. - Exhibit 10.4 - Prepared By TNT
   Filings Inc.










Exhibit 10.4

BUSINESS DEVELOPMENT SOLUTIONS, INC.

2009 EQUITY INCENTIVE PLAN 

NOTICE OF RESTRICTED STOCK AWARD [PRC RESIDENTS]


Capitalized but otherwise undefined terms in this Notice of
Restricted Stock Award and the attached Restricted Stock Award Agreement shall
have the same defined meanings as in the Business Development Solutions, Inc.
2009 Equity Incentive Plan (the “Plan”). 

	Grantee Name: _______________________	Address:  _______________________


You have been granted shares of Restricted Stock subject to the
terms and conditions of the Plan and the attached Restricted Stock Award
Agreement, as follows: 

	 	Date of Grant: 	_______________________
	 	Vesting Commencement Date 	_______________________
	 	(if different from Date of Grant): 	_______________________
	 	Purchase Price per Share: 	_______________________
	 	Total Number of Shares Granted: 	_______________________
	 	Agreement Date : 	_______________________
	 	Vesting Schedule: 	_______________________






BUSINESS DEVELOPMENT SOLUTIONS, INC.

2009 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK AWARD AGREEMENT 

     This RESTRICTED STOCK AWARD AGREEMENT
(“Agreement”), dated as of the Agreement Date specified
on the Notice of Restricted Stock Award is made by and between BUSINESS
DEVELOPMENT SOLUTIONS, INC., a Delaware Company (the
“Company”), and the grantee named in the Notice of
Restricted Stock Award (the “Grantee,” which term as
used herein shall be deemed to include any successor to Grantee by will or by
the laws of descent and distribution, unless the context shall otherwise
require). Capitalized terms used but not otherwise defined in this Agreement
have the meanings ascribed to them in the Business Development Solutions, Inc.
2009 Equity Incentive Plan (the “Plan”). 

BACKGROUND 

     Pursuant to the Plan, the Company, acting through the
Administrator, approved the issuance to Grantee, effective as of the date set
forth above, of an award of the number of Shares of Restricted Stock
(“Restricted Shares”) as is set forth in the attached Notice of
Restricted Stock Award (which is expressly incorporated herein and made a part
hereof, the “Notice of Restricted Stock Award”), upon the
terms and conditions hereinafter set forth. 

     NOW, THEREFORE, in consideration of the mutual premises
and undertakings hereinafter set forth, the parties agree as follows: 

1. Grant and Purchase of Restricted Shares. The
Company hereby grants to Grantee, and Grantee hereby accepts the number of
Restricted Shares set forth in the Notice of Restricted Stock Award.

2. Stockholder Rights. 

     (a) Voting Rights. Until
such time as all or any part of the Restricted Shares are forfeited to the
Company under this Agreement, if ever, Grantee (or any successor in interest)
has the rights of a stockholder, including voting rights, with respect to the
Restricted Shares subject, however, to the transfer restrictions or any other
restrictions set forth in the Plan.

     (b) Dividends and Other
Distributions. During the period of restriction, Participants holding
Restricted Shares are entitled to all regular cash dividends or other
distributions paid with respect to all Shares while they are so held. If any
such dividends or distributions are paid in Shares, such Shares will be subject
to the same restrictions on transferability and forfeitability as the Restricted
Shares with respect to which they were paid.

3. Vesting of Restricted Shares. 

     (a) The Restricted Shares are
restricted and subject to forfeiture until vested. The Restricted Shares which
have vested and are no longer subject to forfeiture are referred to as
“Vested Shares.” All Restricted Shares which have not
become Vested Shares are referred to as “Nonvested Shares.”


     (b) Restricted Shares will vest
and become nonforfeitable in accordance with the vesting schedule contained in
the Notice of Restricted Stock Award. 

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     (c) Any Nonvested Shares of
Grantee will automatically vest and become nonforfeitable if Grantee’s service
with the Company ceases owing to the Grantee’s (a) death, (b) Disability, or (c)
Retirement, unless the Administrator provides otherwise. 

     (d) In the event of a Change in
Control, the Administrator, in its discretion, may accelerate the time at which
all or any portion of Grantee’s Restricted Shares will vest. 

     (e) Terms used in Section 3 and Section 4 have
the following meanings: 

          (i) “Cause”
has the meaning ascribed to such term or words of similar import in Grantee’s
written employment or service contract with the Company or its Affiliates and,
in the absence of such agreement or definition, means Grantee’s (i) conviction
of, or plea of nolo contendere to, a felony or crime involving moral
turpitude; (ii) fraud on or misappropriation of any funds or property of the
Company or its subsidiaries, or any affiliate, 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 Grantee’s duties or willful failure to
perform Grantee’s responsibilities in the best interests of the Company or its
Affiliates; (v) illegal use or distribution of drugs; (vi) violation of any
rule, regulation, procedure or policy of the Company or its Affiliates; or (vii)
breach of any provision of any employment, non-disclosure, non-competition,
non-solicitation or other similar agreement executed by Grantee for the benefit
of the Company or its Affiliates, all as determined by the Board of Directors of
the Company, which determination will be conclusive.

          (ii)
“Disability” means 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 Grantee unable to engage in any substantial gainful activity or (2)
results in Grantee receiving income replacement benefits for a period of not
less than three months under an employee accident and health plan covering
Grantee.

          (iii)
“Retirement” means Grantee’s retirement from Company employ
at age 65 as determined in accordance with the policies of the Company or its
subsidiaries in good faith by the Board of Directors of the Company, which
determination will be final and binding on all parties concerned. 

     (f) Nonvested Shares may not be
sold, transferred, assigned, pledged, or otherwise disposed of, directly or
indirectly, whether by operation of law or otherwise. The restrictions set forth
in this Section will terminate upon a Change in Control. 

4. Forfeiture of Nonvested Shares. Except as
provided herein, if Grantee's service with the Company ceases for any reason
other than Grantee’s (a) death, (b) Disability, or (c) Retirement, any Nonvested
Shares will be automatically forfeited to the Company; provided, however, that
the Administrator may cause any Nonvested Shares immediately to vest and become
nonforfeitable if Grantee’s service with the Company is terminated by the
Company without Cause.

     (a) Legend. Each
certificate representing Restricted Shares granted pursuant to the Notice of
Restricted Stock Award may bear a legend substantially as follows: 


  
    
“THE SALE OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE BUSINESS DEVELOPMENT
SOLUTIONS, INC. 2009 EQUITY INCENTIVE PLAN AND IN A RESTRICTED STOCK AWARD
AGREEMENT. A COPY OF SUCH PLAN AND SUCH AGREEMENT MAY BE OBTAINED FROM
BUSINESS DEVELOPMENT SOLUTIONS, INC.” 

    

  



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     (b) Escrow of Nonvested
Shares. The Company has the right to retain the certificates representing
Nonvested Shares in the Company’s possession until such time as all restrictions
applicable to such Shares have been satisfied. 

     (c) Removal of
Restrictions. The Participant is entitled to have the legend removed from
certificates representing Vested Shares. 

5. Recapitalizations, Exchanges, Mergers, Etc.
The provisions of this Agreement apply to the full extent set forth
herein with respect to any and all shares of capital stock of the Company or
successor of the Company which may be issued in respect of, in exchange for, or
in substitution for the Restricted Shares by reason of any stock dividend,
split, reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this Agreement. Except as
otherwise provided herein, this Agreement is not intended to confer upon any
other person except the parties hereto any rights or remedies hereunder. 

6. Grantee Representations. 

     Grantee represents to the Company the following: 

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

     (b) Restrictions on
Transfer. Grantee acknowledges that the Restricted Shares to be issued to
Grantee must be held indefinitely unless subsequently registered and qualified
under the Securities Act of 1933, as amended (the “Act”),
or unless an exemption from registration and qualification is otherwise
available. Grantee hereby covenants and agrees with the Company that (i) Grantee
is purchasing the Restricted Shares for Grantee’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 Restricted 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 Restricted 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 Grantee is
not a U.S. person (as defined in Regulation S) and is not acquiring the
Restricted Shares for the account or benefit of a U.S. person, will resell the
Restricted Shares only in accordance with the provisions of Regulation S and
will not engage in any hedging transactions with regard to the Restricted Shares
unless in compliance with the Act, but in claiming the exemption in (y), Grantee
shall, prior to any offer for sale or sale of such Restricted 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 Restricted Shares shall bear an additional legend to the effect of the
foregoing substantially as follows: 


  
    
“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.” 

    

  



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          Grantee further acknowledges that
the Restricted Shares may be subject to such restrictions, conditions or
limitations as the Company determines appropriate as to the timing and manner of
any resales by Grantee or other subsequent transfers by Grantee of any
Restricted 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 Grantee, and (c) restrictions as to the use of a
specified brokerage firm for such resales or other transfers. 

     (c) Relationship to the
Company; Experience. Grantee hereby acknowledges that the Grantee 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 Restricted Shares. Grantee hereby acknowledges and
understands that the grant, vest, or receipt of the Restricted 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, or
fail to issue the Restricted Shares to Grantee due to any restriction or
limitation under the Securities Acts or such other rules and regulations,
Grantee 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) Grantee’s Liquidity.
In reaching the decision to invest in the Restricted Shares, Grantee has
carefully evaluated Grantee’s financial resources and investment position and
the risks associated with this investment, and Grantee acknowledges that Grantee
is able to bear the economic risks of the investment. Grantee (i) has adequate
means of providing for Grantee’s current needs and possible personal
contingencies, (ii) has no need for liquidity in Grantee’s investment, (iii) is
able to bear the substantial economic risks of an investment in the Restricted
Shares for an indefinite period and (iv) at the present time, can afford a
complete loss of such investment. Grantee’s commitment to investments which are
not readily marketable is not disproportionate to Grantee’s net worth and
Grantee’s investment in the Restricted Shares will not cause Grantee’s overall
commitment to become excessive. 

     (e) Access to Data.
Grantee acknowledges that during the course of this transaction and before
deciding to acquire the Restricted Shares, Grantee has been provided with
financial and other written information about the Company. Grantee has been
given the opportunity by the Company to obtain any information and ask questions
concerning the Company, the Restricted Shares, and Grantee’s investment that
Grantee felt necessary; and to the extent Grantee availed himself of that
opportunity, Grantee has received satisfactory information and answers
concerning the business and financial condition of the Company in response to
all inquiries in respect thereof. 

     (f) Risks. Grantee
acknowledges and understands that (i) an investment in the Company constitutes a
high risk, (ii) the Restricted Shares are highly speculative, and (iii) there
can be no assurance as to what investment return, if any, there may be. Grantee
is aware that the Company may issue additional securities in the future which
could result in the dilution of Grantee’s ownership interest in the Company.


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     (g) Valid Agreement. This
Agreement when executed and delivered by Grantee will constitute a valid and
legally binding obligation of Grantee which is enforceable in accordance with
its terms. 

     (h) Residence. The address
set forth on the Notice of Restricted Stock Award is Grantee’s current address
and accurately sets forth Grantee’s place of residence. 

     (i) Tax Consequences.
Grantee has reviewed with Grantee’s own tax advisors the federal, state, local
and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. Grantee is relying solely on such advisors and
not on any statements or representations of the Company or any of its agents.
Grantee understands that Grantee (and not the Company) is responsible for
Grantee’s own tax liability that may arise as a result of the transactions
contemplated by this Agreement. Grantee understands that Section 83 of the
Internal Revenue Code of 1986, as amended (the “Code”),
taxes as ordinary income the difference between the purchase price for the
Restricted Shares and the fair market value of the Restricted Shares as of the
date any restrictions on the Restricted Shares lapse. Grantee understands that
Grantee may elect to be taxed at the time the Restricted Shares are granted
rather than when and as the restrictions lapse by filing an election under
Section 83(b) of the Code with the Internal Revenue Service within 30 days from
the date of grant. The form for making this election is attached as Exhibit
A hereto. 

GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY
AND NOT THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER SECTION 83(b), EVEN IF
GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
GRANTEE’S BEHALF. 

     (j) [Grantee hereby acknowledges
that Grantee 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. Grantee is acquiring the Restricted
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 Restricted Shares. If the failure is revealed or occurs
after the issuance of the Restricted Shares, the Company shall be entitled, at
its sole discretion, to redeem or request Grantee to transfer the Restricted
Shares to a transferee who is legally entitled to hold the Restricted 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.] 

7. No Employment Contract Created. The issuance
of the Restricted Shares is not to be construed as granting to Grantee any right
with respect to continuance of employment or any service with the Company or any
of its Affiliates. The right of the Company or any of its Affiliates to
terminate at will Grantee's employment or terminate Grantee’s service at any
time (whether by dismissal, discharge or otherwise), with or without cause, is
specifically reserved, subject to any other written employment or other
agreement to which the Company and Grantee may be a party. 

8. Tax Withholding. The Company has the power and
the right to deduct or withhold, or require Grantee to remit to the Company, an
amount sufficient to satisfy national, federal, state, provincial and local
taxes (including income and employment taxes) required by Applicable Laws to be
withheld with respect to the grant and vesting of the Restricted Shares. 

9. Interpretation. The Restricted Shares are
being issued pursuant to the terms of the Plan, and are to be interpreted in
accordance therewith. The Administrator will interpret and construe this
Agreement and the Plan, and any action, decision, interpretation or
determination made in good faith by the Administrator will be final and binding
on the Company and Grantee. 

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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: 

     (a) if to the Grantee, to the address (or telecopy number) set
forth on the Notice of Restricted Stock Award; 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 such 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 such 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 fifth Business Day following the date on which the
piece of mail containing such 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. Specific Performance. Grantee expressly
agrees that the Company will be irreparably damaged if the provisions of this
Agreement and the Plan are not specifically enforced. Upon a breach or
threatened breach of the terms, covenants and/or conditions of this Agreement or
the Plan by Grantee, 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 Agreement or the Plan. Any
such determinations will be final and conclusive and binding upon Grantee. 

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

13. Grantee Undertaking. Grantee hereby
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 Grantee pursuant to the express provisions of this Agreement. 

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

15. Governing Law. This 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 Agreement to the substantive law of another
jurisdiction.

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

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17. Entire Agreement. This Agreement
(including the Notice of Restricted Stock Award) and the Plan, constitute the
entire agreement between the parties with respect to the subject matter hereof,
and supersede all previously written or oral negotiations, commitments,
representations and agreements with respect thereto. 

18. Severability. In the event one or more
of the provisions of this 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 Agreement, and
this Agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. 

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

20. Other Agreements. 

     (a) The Grantee 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 Restricted Shares does not in any way create any contractual or other right
to receive additional grants of Restricted Shares (or benefits in lieu of
Restricted Shares) at any time or in any amount and (iv) all determinations with
respect to any additional grants, including (without limitation) the times when
Restricted Shares will be granted, the number of Restricted Shares offered, the
purchase price, and the vesting schedule, will be at the sole discretion of the
Company. 

     (b) The value of these Restricted Shares shall be an
extraordinary item of compensation outside the scope of the Grantee’s employment
contract, if any, and shall not be considered a part of the Grantee’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 Grantee understands and acknowledges that participation
in the Plan ceases upon termination of the Grantee’s Service for any reason,
except as may explicitly be provided otherwise in the Plan or this Agreement.


     (d) The Grantee 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 Grantee’s participation in the Plan, as the Grantee’s employer
deems necessary or appropriate to facilitate the administration of the Plan. The
Grantee 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 administer the Plan. The Grantee 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. 

[Signature Page Follows] 

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     IN WITNESS WHEREOF, the parties hereto have executed
this Restricted Stock Award Agreement as of the date first written above. 

	 	BUSINESS DEVELOPMENT SOLUTIONS, INC. 
	 	  
	 	  
	 	By:
  
	 	     Name: 
	 	     Title: 
	 	  
	 	  
	 	  
	 	  
	 	GRANTEE: 
	 	Name: 


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SPOUSE'S CONSENT TO AGREEMENT 

(Required where Grantee resides in a community property
jurisdiction) 

     I acknowledge that I have read the Agreement and the Plan and
that I know and understand the contents of both. I am aware that my spouse has
agreed therein to the imposition of certain forfeiture provisions and
restrictions on transferability with respect to the Restricted Shares that are
the subject of the Agreement, including with respect to my community interest
therein, if any, on the occurrence of certain events described in the Agreement.
I hereby consent to and approve of the provisions of the Agreement, and agree
that I will abide by the Agreement and bequeath any interest in the Restricted
Shares which represents a community interest of mine to my spouse or to a trust
subject to my spouse's control or for my spouse's benefit or the benefit of our
children if I predecease my spouse. 

	Dated: ______________________	 	
	 	 	Signature 
	 	 	  
	 	 	  
	 	 	
	 	 	Print Name 


10 




Exhibit A 

ELECTION UNDER SECTION 83(b) 
OF THE INTERNAL REVENUE CODE
OF 1986 

The undersigned taxpayer hereby elects, pursuant to Sections 55
and 83(b) of the Internal Revenue Code of 1986, as amended, to include in
taxpayer’s gross income or alternative minimum taxable income, as the case may
be, for the current taxable year the amount of any compensation taxable to
taxpayer in connection with taxpayer’s receipt of the property described below.


1. The name, address, taxpayer identification number and
taxable year of the undersigned are as follows: 

	 		 TAXPAYER: 	SPOUSE: 
	 	NAME: 	 	  
	 	ADDRESS: 	 	  
	 	IDENTIFICATION NO.: 	 	  
	 	TAXABLE YEAR: 	 	  


2. The property with respect to which the election is made is
described as follows: ____ shares (the “Shares”) of the
Common Stock of Business Development Solutions, Inc. (the
“Company”). 

3. The date on which the property was transferred
is:___________________,______. 

4. The property is subject to the following restrictions: The
Shares may not be transferred and are subject to forfeiture under the terms of
an agreement between the taxpayer and the Company. These restrictions lapse upon
the satisfaction of certain conditions contained in such agreement. 

5. The fair market value at the time of transfer, determined
without regard to any restriction other than a restriction which by its terms
will never lapse, of such property is: $_________________. 

The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the undersigned’s
receipt of the above-described property. The transferee of such property is the
person performing the services in connection with the transfer of said property.


The undersigned understands that the foregoing election may
not be revoked except with the consent of the Commissioner. 

	Dated: ______________________, 	
	  	Taxpayer 
	  	The undersigned spouse of taxpayer joins in
      this election. 
	  	  
	Dated: ______________________, 	
	  	Spouse of Taxpayer 


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