ex101.htm


    Exhibit
10.1

     

    AMENDED
AND RESTATED

    MEDEFILE 2008
INCENTIVE STOCK PLAN

     

    
      
        

        

      

       

    

    This
Amended and Restated Medefile
2008 Incentive Stock Plan (the "Plan") is designed to retain
directors, executives and selected employees and consultants and reward them for
making major contributions to the success of the Company.  These
objectives are accomplished by making long-term incentive awards under the Plan
thereby providing Participants with a proprietary interest in the growth and
performance of the Company.

    


    
      	
              1.  

            	
              Definitions.

            


    

    


    
      	
              (a)  

            	
              "Board" - The Board of
      Directors of the Company.

            


    

    


    
      	
              (b)  

            	
              "Code" - The Internal
      Revenue Code of 1986, as amended from time to
  time.

            


    

    


    
      	
              (c)  

            	
              "Committee" - The
      Compensation Committee of the Company's Board, or such other committee of
      the Board that is designated by the Board to administer the Plan, composed
      of not less than two members of the Board all of whom are disinterested
      persons, as contemplated by Rule 16b-3 ("Rule 16b-3") promulgated
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act").

            


    

    


    
      	
              (d)  

            	
              "Company" – Medefile
      International, Inc. and its subsidiaries including subsidiaries of
      subsidiaries.

            


    

    


    
      	
              (e)  

            	
              "Exchange Act" - The
      Securities Exchange Act of 1934, as amended from time to
    time.

            


    

    


    
      	
              (f)  

            	
              "Fair Market Value" - The
      fair market value of the Company's issued and outstanding Stock as
      determined in good faith by the Board or
  Committee.

            


    

    


    
      	
              (g)  

            	
              "Grant" - The grant of
      any form of stock option, stock award, or stock purchase offer, whether
      granted singly, in combination or in tandem, to a Participant pursuant to
      such terms, conditions and limitations as the Committee may establish in
      order to fulfill the objectives of the
Plan.

            


    

    


    
      	
              (h)  

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

            


    

    


    
      	
              (i)  

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

            


    

    


    
      	
              (j)  

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

            


    

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
 

    
      	
              (k)  

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

            


    

    


    
      	
              (l)  

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

            


    

    


    
      	
              (m)  

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

            


    

    


    
      	
              (n)  

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

            


    

    


    
      	
              2.  

            	
              Administration.
      The Plan shall be administered by the Board, provided however, that the
      Board may delegate such administration to the Committee. Subject to the
      provisions of the Plan, the Board and/or the Committee shall have
      authority to (a) grant, in its discretion, Incentive Stock Options in
      accordance with Section 422 of the Code, or Nonstatutory Options, Stock
      Awards or Restricted Stock Purchase Offers; (b) determine in good faith
      the fair market value of the Stock covered by any Grant; (c) determine
      which eligible persons shall receive Grants and the number of shares,
      restrictions, terms and conditions to be included in such Grants; (d)
      construe and interpret the Plan; (e) promulgate, amend and rescind rules
      and regulations relating to its administration, and correct defects,
      omissions and inconsistencies in the Plan or any Grant; (f) consistent
      with the Plan and with the consent of the Participant, as appropriate,
      amend any outstanding Grant or amend the exercise date or dates thereof;
      (g) determine the duration and purpose of leaves of absence which may be
      granted to Participants without constituting termination of their
      employment for the purpose of the Plan or any Grant; and (h) make all
      other determinations necessary or advisable for the Plan's administration.
      The interpretation and construction by the Board of any provisions of the
      Plan or selection of Participants shall be conclusive and final. No member
      of the Board or the Committee shall be liable for any action or
      determination made in good faith with respect to the Plan or any Grant
      made thereunder.

            


    

    


    
      	
              3.  

            	
              Eligibility.

            


    

    


    
      	
              (a)  

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

            


    

    


    
      	
              (b)  

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

            


    

     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

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

    


    
      	
              (c)  

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

            


    

    


    
      	
              (d)  

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

            


    

    


    
      	
              4.  

            	
              Stock.

            


    

    


    
      	
              (a)  

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

            


    

    


    
      	
              (b)  

            	
              Number of
      Shares:  Subject to adjustment as provided in Section
      5(i) of the Plan, the total number of shares of Stock which may be
      purchased or granted directly by Options, Stock Awards or Restricted Stock
      Purchase Offers, or purchased indirectly through exercise of Options
      granted under the Plan shall not exceed Seven Hundred Fifty Million
      (750,000,000) shares.  If any Grant shall for any reason
      terminate or expire, any shares allocated thereto but remaining
      unpurchased upon such expiration or termination shall again be available
      for Grants with respect thereto under the Plan as though no Grant had
      previously occurred with respect to such shares. Any shares of Stock
      issued pursuant to a Grant and repurchased pursuant to the terms thereof
      shall be available for future Grants as though not previously covered by a
      Grant.

            


    

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
 

    
      	
              (c)  

            	
              Reservation of
      Shares:  The Company shall reserve and keep available at
      all times during the term of the Plan such number of shares as shall be
      sufficient to satisfy the requirements of the Plan. If, after reasonable
      efforts, which efforts shall not include the registration of the Plan or
      Grants under the Securities Act, the Company is unable to obtain authority
      from any applicable regulatory body, which authorization is deemed
      necessary by legal counsel for the Company for the lawful issuance of
      shares hereunder, the Company shall be relieved of any liability with
      respect to its failure to issue and sell the shares for which such
      requisite authority was so deemed necessary unless and until such
      authority is obtained.

            


    

    


    
      	
              (d)  

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

            


    

    


    
      	
              (e)  

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

            


    

    


    
      	
              5.  

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

            


    

    


    
      	
              (a)  

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

            


    

    


    
      	
              (b)  

            	
              Exercise Price:
      Each Option shall state the exercise
price.

            


    

    


    
      	
              (c)  

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

            


    

    


    
      	
              (i)  

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

            


    

    


    
      	
              (ii)  

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

            


    

     

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

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

    


    
      	
              (d)  

            	
              Term and Exercise of
      Options:  Any Option granted to an employee of the
      Company shall become exercisable over a period of no longer than ten (10)
      years. No Option shall be exercisable, in whole or in part, prior to one
      (1) year from the date it is granted unless the Board shall specifically
      determine otherwise, as provided herein. In no event shall any Option be
      exercisable after the expiration of ten (10) years from the date it is
      granted. Unless otherwise specified by the Board or the Committee in the
      resolution authorizing such Option, the date of grant of an Option shall
      be deemed to be the date upon which the Board or the Committee authorizes
      the granting of such Option.

            


    

    


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

    


    
      	
              (e)  

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

            


    

    


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

    


    
      	
              (f)  

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

            


    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
 

    
      	
              (g)  

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

            


    

    


    
      	
              (h)  

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

            


    

    


    
      	
              (i)  

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

            


    

    


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

    


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

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
 

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

    


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

    


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

    


    
      	
              (j)  

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

            


    

    


    
      	
              (k)  

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

            


    

    


    
      	
              (l)  

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

            


    

    


    
      	
              (m)  

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

            


    

     

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
 

    
      	
              (n)  

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

            


    

    


    
      	
              6.  

            	
              Stock
      Awards and Restricted Stock Purchase
Offers.

            


    

    


    
      	
              (a)  

            	
              Types of
      Grants.

            


    

    


    
      	
              (i)  

            	
              Stock
      Award.  All or part of any Stock Award under the Plan may
      be subject to conditions established by the Board or the Committee, and
      set forth in the Stock Award Agreement, which may include, but are not
      limited to, continuous service with the Company, achievement of specific
      business objectives, increases in specified indices, attaining growth
      rates and other comparable measurements of Company performance. Such
      Awards may be based on Fair Market Value or other specified valuation. All
      Stock Awards will be made pursuant to the execution of a Stock Award
      Agreement substantially in the form attached hereto as Exhibit
      C.

            


    

    


    
      	
              (ii)  

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

            


    

    


    
      	
              (b)  

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

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
 

    
      	
              (c)  

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

            


    

    


    


    
      	
              (d)  

            	
              Nonassignability.

            


    

    


    
      	
              (i)  

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

            


    

    


    
      	
              (ii)  

            	
              Where
      a Participant terminates employment and retains a Grant pursuant to
      Section 6(e)(ii) in order to assume a position with a governmental,
      charitable or educational institution, the Board or Committee, in its
      discretion and to the extent permitted by law, may authorize a third party
      (including but not limited to the trustee of a "blind" trust), acceptable
      to the applicable governmental or institutional authorities, the
      Participant and the Board or Committee, to act on behalf of the
      Participant with regard to such
Awards.

            


    

    


    
      	
              (e)  

            	
              Termination of
      Employment.  If the employment or service to the Company
      of a Participant terminates, other than pursuant to any of the following
      provisions under this Section 6(e), all unexercised, deferred and unpaid
      Stock Awards or Restricted Stock Purchase Offers shall be cancelled
      immediately, unless the Stock Award Agreement or Restricted Stock Purchase
      Offer provides otherwise:

            


    

    


    
      	
              (i)  

            	
              Retirement Under a
      Company Retirement Plan.  When a Participant's employment
      terminates as a result of retirement in accordance with the terms of a
      Company retirement plan, the Board or Committee may permit Stock Awards or
      Restricted Stock Purchase Offers to continue in effect beyond the date of
      retirement in accordance with the applicable Grant Agreement and the
      exercisability and vesting of any such Grants may be
      accelerated.

            


    

    


    
      	
              (ii)  

            	
              Rights in the Best
      Interests of the Company.  When a Participant resigns
      from the Company and, in the judgment of the Board or Committee, the
      acceleration and/or continuation of outstanding Stock Awards or Restricted
      Stock Purchase Offers would be in the best interests of the Company, the
      Board or Committee may (i) authorize, where appropriate, the acceleration
      and/or continuation of all or any part of Grants issued prior to such
      termination and (ii) permit the exercise, vesting and payment of such
      Grants for such period as may be set forth in the applicable Grant
      Agreement, subject to earlier cancellation pursuant to Section 9 or at
      such time as the Board or Committee shall deem the continuation of all or
      any part of the Participant's Grants are not in the Company's best
      interest.

            


    

    


    
      	
              (iii)  

            	
              Death or Disability of
      a Participant.

            


    

    


    
      	
              (1)  

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

            


    

    


    
      	
              (2)  

            	
              In
      the event a Participant is deemed by the Board or Committee to be unable
      to perform his or her usual duties by reason of mental disorder or medical
      condition which does not result from facts which would be grounds for
      termination for cause, Grants and rights to any such Grants may be paid to
      or exercised by the Participant, if legally competent, or a committee or
      other legally designated guardian or representative if the Participant is
      legally incompetent by virtue of such
  disability.

            


    

     

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    
      	
              (3)  

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

            


    

    


    
      	
              (4)  

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

            


    

    


    
      	
              7.  

            	
              Investment
      Intent.  All Grants under the Plan are intended to be exempt
      from registration under the Securities Act provided by Rule 701
      thereunder. Unless and until the granting of Options or sale and issuance
      of Stock subject to the Plan are registered under the Securities Act or
      shall be exempt pursuant to the rules promulgated thereunder, each Grant
      under the Plan shall provide that the purchases or other acquisitions of
      Stock thereunder shall be for investment purposes and not with a view to,
      or for resale in connection with, any distribution thereof. Further,
      unless the issuance and sale of the Stock have been registered under the
      Securities Act, each Grant shall provide that no shares shall be purchased
      upon the exercise of the rights under such Grant unless and until (i) all
      then applicable requirements of state and federal laws and regulatory
      agencies shall have been fully complied with to the satisfaction of the
      Company and its counsel, and (ii) if requested to do so by the Company,
      the person exercising the rights under the Grant shall (i) give written
      assurances as to knowledge and experience of such person (or a
      representative employed by such person) in financial and business matters
      and the ability of such person (or representative) to evaluate the merits
      and risks of exercising the Option, and (ii) execute and deliver to the
      Company a letter of investment intent and/or such other form related to
      applicable exemptions from registration, all in such form and substance as
      the Company may require. If shares are issued upon exercise of any rights
      under a Grant without registration under the Securities Act, subsequent
      registration of such shares shall relieve the purchaser thereof of any
      investment restrictions or representations made upon the exercise of such
      rights.

            


    

    


    
      	
              8.  

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

            


    

    


    In the
event of any change in the outstanding Stock by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee may adjust proportionally (a) the
number of shares of Stock (i) reserved under the Plan, (ii) available for
Incentive Stock Options and Nonstatutory Options and (iii) covered by
outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
prices related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to
holders of Stock, such adjustments as may be deemed equitable by the Board or
the Committee, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board or the Committee shall be authorized to issue or assume
stock options, whether or not in a transaction to which Section 424(a) of the
Code applies, and other Grants by means of substitution of new Grant Agreements
for previously issued Grants or an assumption of previously issued
Grants.

    


    
      	
              9.  

            	
              Tax
      Withholding. The Company shall have the right to deduct applicable taxes
      from any Grant payment and withhold, at the time of delivery or exercise
      of Options, Stock Awards or Restricted Stock Purchase Offers or vesting of
      shares under such Grants, an appropriate number of shares for payment of
      taxes required by law or to take such other action as may be necessary in
      the opinion of the Company to satisfy all obligations for withholding of
      such taxes. If Stock is used to satisfy tax withholding, such stock shall
      be valued based on the Fair Market Value when the tax withholding is
      required to be made.

            


    

     

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    
      	
              10.  

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

            


    

    


    
      	
              11.  

            	
              Notice.
      Any written notice to the Company required by any of the provisions of the
      Plan shall be addressed to the chief personnel officer or to the chief
      executive officer of the Company, and shall become effective when it is
      received by the office of the chief personnel officer or the chief
      executive officer.

            


    

    


    
      	
              12.  

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

            


    

    


    
      	
              13.  

            	
              Governing
      Law. The Plan and all determinations made and actions taken pursuant
      hereto, to the extent not otherwise governed by the Code or the securities
      laws of the United States, shall be governed by the law of the State of
      Nevada and construed accordingly.

            


    

    


    
      	
              14.  

            	
              Effective
      and Termination Dates. The Plan shall become effective on the date it is
      approved by the Board. If the Plan is not approved by the holders of a
      majority of the shares of Stock within one (1) year from the date it is
      adopted and approved by the Board of Directors of the Company, all stock
      options granted hereunder shall be deemed non-statutory
      options.  The Plan shall terminate ten years later, subject to
      earlier termination by the Board pursuant to Section
  8.

            


    

    


    The foregoing Amended and Restated
Medefile Incentive Stock Plan (consisting of 14 pages, including this page) was
duly adopted and approved by the Board of Directors on June __,
2009

    


     

     

     

    
11