THIS SUBSCRIPTION AGREEMENT RELATES TO
AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

       

      NONE OF THE SECURITIES TO WHICH THIS
SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “1933 ACT”), OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT.

       

      SUBSCRIPTION
AGREEMENT

      (Offshore
Subscribers)

       

      
        	
                TO:

              	
                Qnective, Inc. (the
      “Company”)

              


      

      c/o Qnective (Switzerland)
AG

      Thurgauerstrasse 54, CH-8050, Zurich,
Switzerland

       

      Purchase of Shares

       

      
        
          
            	
                    1.

                  	
                    Subscription

                  


          

        

      

       

      1.1                      On
the basis of the representations and warranties and subject to the terms and
conditions set forth herein and the Company's Amended and Restated Equity
Incentive Plan, a copy of which is annexed hereto as Exhibit
A (the “Plan”), the Company hereby grants to Valerio
Camardella (the  “Subscriber” ) an irrevocable Stock Right to
subscribe for and receive 900,000 shares of the Company’s common stock
(“Common
Stock” ), par value $0.001
per share (each a “Share” and collectively the  “Shares” ) in consideration for services
rendered to the Company.  For purposes of this Subscription Agreement
and in accordance with the terms of the Plan, the Board of Directors has
determined that each share be valued at a price per Share of US$.12 (the
subscription and agreement to transfer being the
“Subscription”), the
closing price on the OTC Bulletin Board on the date of grant of these Stock
Rights, representing additional compensation to Subscriber in 2009 of
$108,000.  For purposes of the Plan Subscriber shall be deemed a Key
Person and this Subscription Agreement shall be deemed a Stock Rights
Agreement.  Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed in the Plan.

       

      1.2                      The
Shares may also be hereafter referred to, collectively, as the
“Securities”.

       

      1.3                      On
the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Company hereby irrevocably agrees to transfer
the Shares to the Subscriber.

       

      1.4                      Subject
to the terms hereof, the Subscription will be effective on July 20,
2009.

       

      
        
          	
                  2.

                	
                  Consideration

                


        

      

       

      2.1                      The
Company hereby acknowledges and agrees that the value of the services provided
by Subscriber prior to the date of this Subscription Agreement is equal to or
greater than the value of the Stock Rights granted
hereunder.

       

      
        
          	
                  3.

                	
                  Documents Required from
      Subscriber

                


        

      

       

      3.1                      The
Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement.

       

      3.2                      The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, the Financial
Industry Regulatory Authority's Over the Counter Bulletin Board (the “OTCBB”)
and applicable law.

       

      
        
          	
                  4.

                	
                  Closing

                


        

      

       

      4.1                      The
transfer of the Shares shall be completed (the
“Closing”) as of July 20,
2009, (the “Closing
Date”).


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.2                      At
the Closing, or promptly thereafter, the Company will deliver a certificate for
the Shares registered as provided in this Subscription
Agreement.

       

      
        
          
            
              
                
                  
                    
                      5.                                    
Acknowledgements
of
Subscriber

                    

                  

                

              

            

          

        

      

       

      5.1                      The
Subscriber acknowledges and agrees that:

       

      
        	 
      	
                (a)

              	
                none of the Securities have been
      or will be registered under the Securities Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the Securities Act ( “Regulation
      S”), except in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the Securities Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act and in each case only in accordance
      with applicable state securities
laws;

              


      

       

      
        	 
      	
                (b)

              	
                the Company has not undertaken,
      and will have no obligation, to register any of the Securities under the
      Securities Act or any other securities
  legislation;

              


      

       

      
        
          	 
      	
                  (c)

                	
                  he has received and carefully read
      this Subscription
Agreement;

                


        

      

       

      
        	 
      	
                (d)

              	
                the decision to execute this
      Subscription Agreement and purchase the Shares agreed to be purchased
      hereunder has not been based upon any oral or written representation as to
      fact or otherwise made by or on behalf of the Company and such decision is
      based entirely upon a review of any public information which has been
      filed by the Company with the Securities and Exchange Commission
      (“Commission” ) in compliance, or intended
      compliance, with applicable securities
  legislation;

              


      

       

      
        	 
      	
                (e)

              	
                he and his advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the sale of the Shares hereunder, and to obtain
      additional information, to the extent possessed or obtainable by the
      Company without unreasonable effort or
  expense;

              


      

       

      
        	 
      	
                (f)

              	
                the books and records of the
      Company were available upon reasonable notice for inspection, subject to
      certain confidentiality restrictions, by the Subscriber during reasonable
      business hours at its principal place of business and that all documents,
      records and books in connection with the sale of the Securities hereunder
      have been made available for inspection by him and his attorney and/or
      advisor(s);

              


      

        

      
        	 
      	
                (g)

              	
                all information which the
      Subscriber has provided to the Company is correct and complete as of the
      date the Subscription Agreement is signed, and if there should be any
      change in such information prior to this Subscription Agreement being
      executed by the Company, the Subscriber will immediately provide the
      Company with such
information;

              


      

       

      
        	 
      	
                (h)

              	
                the Company is entitled to rely on
      the representations and warranties of the Subscriber contained in this
      Subscription Agreement and the Subscriber will hold the Company harmless
      from any loss or damage he may suffer as a result of the Subscriber’s
      failure to correctly complete this Subscription
      Agreement;

              


      

       

      
        	 
      	
                (i)

              	
                the Subscriber has been advised to
      consult the Subscriber’s own legal, tax and other advisors with respect to
      the merits and risks of an investment in the Securities and with respect
      to applicable resale restrictions, and he is solely responsible (and the
      Company is not in any way responsible) for compliance
      with:

              


      

       

      
        	 
      	
                (i)

              	
                any applicable laws of the
      jurisdiction in which the Subscriber is resident in connection with the
      distribution of the Securities hereunder,
  and

              


      

       

      
        
          	
                   
      

                	
                  (ii)

                	
                  applicable resale
      restrictions;

                


        

      

       

      
        	 
      	
                (j)

              	
                none of the Securities are listed
      on any stock exchange or automated dealer quotation system and no
      representation has been made to the Subscriber that any of the Securities
      will become listed on any stock exchange or automated dealer quotation
      system, except that currently certain market makers make a market in the
      common shares of the Company on the OTCBB operated by the Financial
      Industry Regulatory Authority, Inc.
  (“FINRA”);

              


      

       

      
        	 
      	
                (k)

              	
                none of the Securities may be
      offered or sold by the Subscriber to a U.S. Person (as defined in Section
      6.2, below), or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the Distribution Compliance Period (as
      defined herein);

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      
        	 
      	
                (l)

              	
                the Company will refuse to
      register any transfer of the Securities not made in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the Securities Act or pursuant to an available exemption
      from the registration requirements of the Securities Act and in each case
      in accordance with applicable state securities
  laws;

              


      

       

      
        	 
      	
                (m)

              	
                neither the Commission nor any
      other securities commission or similar regulatory authority has reviewed
      or passed on the merits of the
  Securities;

              


      

       

      
        	 
      	
                (n)

              	
                no documents in connection with
      the transfer of the Shares hereunder have been reviewed by the Commission
      or any state securities
administrators;

              


      

       

      
        	 
      	
                (o)

              	
                there is no government or other
      insurance covering any of the
Securities;

              


      

       

      
        	 
      	
                (p)

              	
                the issuance and sale of the
      Securities to the Subscriber will not be completed if it would be unlawful
      or if, in the discretion of the Company acting reasonably, it is not in
      the best interests of the
Company;

              


      

       

      
        	 
      	
                (q)

              	
                the Subscriber is purchasing the
      Securities pursuant to an exemption from the registration and the
      prospectus requirements of applicable securities legislation on the basis
      that the Subscriber is not a resident of the United States and, as a
      consequence:

              


      

        

      
        	 
      	
                (i)

              	
                is restricted from using most of
      the civil remedies available under securities
      legislation,

              


      

       

      
        	 
      	
                (ii)

              	
                may not receive information that
      would otherwise be required to be provided under securities legislation,
      and

              


      

       

      
        	 
      	
                (iii)

              	
                the Company is relieved from
      certain obligations that would otherwise apply under securities
      legislation;

              


      

       

      
        	 
      	
                (r)

              	
                the statutory and regulatory basis
      for the exemption claimed for the offer and sale of the Securities,
      although in technical compliance with Regulation S, would not be available
      if the offering is part of a plan or scheme to evade the registration
      provisions of the Securities Act;
and

              


      

       

      
        	 
      	
                (s)

              	
                this Subscription Agreement is not
      enforceable by the Subscriber unless it has been accepted by the
      Company.

              


      

       

      
        
          
            	
                    6.

                  	
                    Representations, Warranties and
      Covenants of the
Subscriber

                  


          

        

      

       

      6.1           The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:

       

      
        
          	 
      	
                  (a)

                	
                  the Subscriber is not a U.S.
      Person;

                


        

      

       

      
        	 
      	
                (b)

              	
                the Subscriber is not acquiring
      the Securities for the account or benefit of, directly or indirectly, any
      U.S. Person;

              


      

       

      
        	 
      	
                (c)

              	
                the Subscriber is resident in the
      jurisdiction set out on the signature page of this Subscription Agreement
      and the transfer of the Securities to the Subscriber as contemplated in
      this Subscription Agreement complies with or is exempt from the applicable
      securities legislation of the jurisdiction of residence of the
      Subscriber;

              


      

       

      
        	 
      	
                (d)

              	
                the Subscriber has the legal
      capacity and competence to enter into and execute this Subscription
      Agreement and to take all actions required pursuant hereto and, if the
      Subscriber is a corporation, it is duly incorporated and validly
      subsisting under the laws of its jurisdiction of incorporation and all
      necessary approvals by its directors, shareholders and others have been
      obtained to authorize execution and performance of this Subscription
      Agreement on behalf of the
Subscriber;

              


      

       

      
        	 
      	
                (e)

              	
                if the Subscriber is a corporation
      or other entity, the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not and will not result in the
      violation of any of the terms and provisions of any law applicable to, or
      the outstanding documents of, the Subscriber or of any agreement, written
      or oral, to which the Subscriber may be a party or by which the Subscriber
      is or may be bound;

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        	 
      	
                (f)

              	
                the Subscriber is acquiring the
      Securities as principal for his own account for investment purposes only
      and not for the account of any other person and not for distribution,
      assignment or resale to others, and no other person has a direct or
      indirect beneficial interest in such Securities, and he has not subdivided
      his interest in the Securities with any other
    person;

              


      

       

      
        	 
      	
                (g)

              	
                the Subscriber is outside the
      United States when receiving and executing this Subscription Agreement and
      is acquiring the Securities as principal for the Subscriber’s own account
      for investment purposes only, and not with a view to, or for, resale,
      distribution or fractionalisation thereof, in whole or in part, and no
      other person has a direct or indirect beneficial interest in the
      Securities;

              


      

       

      
        	 
      	
                (h)

              	
                the Subscriber is aware that an
      investment in the Company is speculative and involves certain risks,
      including the possible loss of the entire investment and he has carefully
      read and considered the matters set forth under the heading “Risk Factors”
      appearing in the Company’s Form 10-KSB, and the Company’s Form 10-Q, Form
      8-K and any other periodic filings filed from time to time with the
      Commission;

              


      

       

      


      
        	 
      	
                (i)

              	
                the Subscriber has made an
      independent examination and investigation of an investment in the
      Securities and the Company and has depended on the advice of his legal and
      financial advisors and agrees that the Company will not be responsible in
      any way whatsoever for the Subscriber’s decision to invest in the
      Securities and the Company;

              


      

       

      
        	 
      	
                (j)

              	
                the Subscriber (i) has adequate
      net worth and means of providing for his current financial needs and
      possible personal contingencies, (ii) has no need for liquidity in this
      investment, and (iii) is able to bear the economic risks of an investment
      in the Securities for an indefinite period of
  time;

              


      

       

      
        	 
      	
                (k)

              	
                the Subscriber understands and
      agrees that the Company and others will rely upon the truth and accuracy
      of the acknowledgements, representations and agreements contained in this
      Subscription Agreement and agrees that if any of such acknowledgements,
      representations and agreements are no longer accurate or have been
      breached, the Subscriber shall promptly notify the
      Company;

              


      

       

      
        	 
      	
                (l)

              	
                the Subscriber has the legal
      capacity and competence to enter into and execute this Subscription
      Agreement and to take all actions required pursuant
      hereto;

              


      

       

      
        	 
      	
                (m)

              	
                the Subscriber has duly executed
      and delivered this Subscription Agreement and it constitutes a valid and
      binding agreement of the Subscriber enforceable against the Subscriber in
      accordance with its terms;

              


      

       

      
        	 
      	
                (n)

              	
                the Subscriber is not an
      underwriter of, or dealer in, the Common Stock of the Company, nor is the
      Subscriber participating, pursuant to a contractual agreement or
      otherwise, in the distribution of any of the
      Securities;

              


      

       

      
        	 
      	
                (o)

              	
                the Subscriber understands and
      agrees that none of the Securities have been or will be registered under
      the Securities Act or under any state securities or “blue sky” laws of any
      state of the United States and, unless so registered, may not be offered
      or sold in the United States or directly or indirectly to U.S. Persons,
      except in accordance with the provisions of Regulation S (“Regulation “S”)
      promulgated under the Securities Act, pursuant to an effective
      registration statement under the Securities Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act and in each case only in accordance
      with applicable state securities laws consistent with the laws of any
      other applicable
jurisdiction;

              


      

       

      
        	 
      	
                (p)

              	
                the Subscriber understands and
      agrees that offers and sales of any of the Securities prior to the
      expiration of a period of six months after the date of original issuance
      of the Securities (the six-month period hereinafter referred to as
      the  “Distribution
      Compliance Period” )
      shall only be made in compliance with the safe harbor provisions set forth
      in Regulation S, pursuant to the registration provisions of the Securities
      Act or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the Securities Act or an exemption therefrom
      and in each case only in accordance with applicable state securities
      laws;

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      
        	 
      	
                (q)

              	
                the Subscriber has not acquired
      the Securities as a result of, and he covenants that he will not herself
      engage in, any “directed selling efforts” (as defined in Regulation S) in
      the United States in respect of any of the Securities which would include
      any activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the
      Securities Act and any applicable state securities laws or under an
      exemption from such registration requirements, as otherwise provided
      herein and in compliance with any other applicable securities
      laws;

              


      

      


      
        	 
      	
                (r)

              	
                the Subscriber agrees not to
      engage in any hedging transactions involving any of the Securities unless
      such transactions are in compliance with the provisions of the Securities
      Act and in each case only in accordance with applicable state securities
      laws;

              


      

       

      
        	 
      	
                (s)

              	
                the Subscriber understands and
      agrees that the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the Securities Act
      or pursuant to an available exemption from the registration requirements
      of the Securities Act;

              


      

       

      
        	 
      	
                (t)

              	
                the Subscriber (i) is able to fend
      for himself in the Subscription; (ii) has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of its investment in the Securities and the Company; and (iii)
      has the ability to bear the economic risks of its prospective investment
      and can afford the complete loss of such
  investment;

              


      

       

      
        	 
      	
                (u)

              	
                the Subscriber is not aware of any
      advertisement of any of the Securities and is not acquiring the Securities
      as a result of any form of general solicitation or general advertising
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising;
      and

              


      

       

      
        
          	 
      	
                  (v)

                	
                  no person has made to the
      Subscriber any written or oral
  representations:

                


        

      

       

      
        
          	 
      	
                  (i)

                	
                  that any person will resell or
      repurchase any of the
Securities,

                


        

      

       

      
        
          	 
      	
                  (ii)

                	
                  that any person will refund the
      purchase price of any of the
Securities,

                


        

      

       

      
        
          	 
      	
                  (iii)

                	
                  as to the future price or value of
      any of the Securities,
or

                


        

      

       

      
        	 
      	
                (iv)

              	
                that any of the Securities will be
      listed and posted for trading on any stock exchange or automated dealer
      quotation system or that application has been made to list and post any of
      the Securities of the Company on any stock exchange or automated dealer
      quotation system, except that currently the Company’s Common Stock is
      quoted on the Over-The-Counter Bulletin Board (“OTCBB”) operated by
      FINRA.

              


      

       

      6.2                      In
this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S.

       

      
        
          7.            Representations, Warranties and
Covenants of the Company

        

      

       

      7.1          Except
as set forth or incorporated by reference into the reports required to be filed
by the Company during the two years preceding the date hereof (the “SEC
Reports”) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company hereby makes the following representations and warranties to
the Subscriber:


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	 
      	
                (a)

              	
                Organization,
      Good Standing and Qualification.  The Company is a
      corporation duly organized, validly existing and in good standing under
      the laws of the State of Nevada and has full corporate power and authority
      to conduct its business as currently conducted.  The Company is
      duly qualified to do business as a foreign corporation and is in good
      standing in all jurisdictions in which the character of the property owned
      or leased or the nature of the business transacted by it makes
      qualification necessary, except where any failure to be so qualified would
      not, individually or in the aggregate, have a material adverse effect on
      (i) the business, properties, financial condition or results of operations
      of the Company or (ii) the transactions contemplated hereby or by the
      agreements and instruments to be entered into in connection herewith or
      therewith or on the ability of the Company to perform its obligations
      hereunder (a “Material Adverse
Effect”).

              


      

        

      
        	 
      	
                (b)

              	
                Issuance of
      Shares.  The issuance of the
      Shares has been duly and validly authorized by all necessary corporate
      action and no further action is required by the Company or its
      stockholders in connection therewith.  The Shares, when issued
      will be validly issued, fully paid and non-assessable shares of Common
      Stock of the Company.

              


      

       

      
        	 
      	
                (c)

              	
                Authorization;
      Enforceability.  The Company has all corporate
      right, power and authority to enter into this Agreement and to consummate
      the transactions contemplated hereby.  All corporate action on
      the part of the Company necessary for the authorization, execution,
      delivery and performance of this Agreement by the Company has been taken
      and no further action is required by the Company or its stockholders in
      connection therewith.  This Agreement has been (or upon delivery
      will have been) duly executed by the Company and, when delivered in
      accordance with the terms hereof, will constitute the legal, valid and
      binding obligation of the Company, enforceable against the Company in
      accordance with its terms except as limited by (i) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general
      application affecting enforcement of creditors' rights generally, (ii)
      laws relating to the availability of specific performance, injunctive
      relief or other equitable remedies, and (iii) laws, or public policy
      underlying such laws, relating to indemnification and
      contribution.

              


      

       

      
        
          
            	
                    8.

                  	
                    Representations and Warranties
      will be Relied Upon by the
Company

                  


          

        

      

       

      8.1                      The
Subscriber acknowledges that the representations and warranties contained herein
are made by him with the intention that such representations and warranties may
be relied upon by the Company and its legal counsel in determining the
Subscriber’s eligibility to purchase the Securities under applicable securities
legislation.  The Subscriber further agrees that by accepting delivery
of the certificates representing the Shares, he will be representing and
warranting that the representations and warranties contained herein are true and
correct as at the Closing Date with the same force and effect as if they had
been made by the Subscriber on the date of this Subscription Agreement and that
they will survive the transfer to the Subscriber of the Shares and will continue
in full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Securities.

       

      
        
          
            	
                    9.

                  	
                    Resale
      Restrictions

                  


          

        

      

       

      9.1                      The
Subscriber acknowledges that the Shares are not transferable and that any resale
of any of the other Securities will be subject to resale restrictions contained
in the securities legislation applicable to each Subscriber or proposed
transferee.  The Subscriber acknowledges that the Securities have not
been registered under the Securities Act or the securities laws of any state of
the United States and that none of the Securities may be offered or sold in the
United States unless registered in accordance with United States federal
securities laws and all applicable state securities laws or exemptions from such
registration requirements are available.

       

      9.2                      The
Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Securities by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 9.1 above, and, in particular, the
Subscriber acknowledges and agrees that none of the Securities may be offered or
sold to a U.S. Person or for the account or benefit of a U.S. Person (other than
a distributor) prior to the end of the Distribution Compliance
Period.

       

      
        
          
            	
                    10.

                  	
                    Acknowledgement and
      Waiver

                  


          

        

      

       

      10.1                      The
Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of information available to the Subscriber on the EDGAR
database maintained by the Commission at  www.sec.gov .  The
Subscriber hereby waives, to the fullest extent permitted by law, any rights of
withdrawal, rescission or compensation for damages to which the Subscriber might
be entitled in connection with the distribution of the
Securities.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    11.

                  	
                    Legending of Subject
      Securities

                  


          

        

      

       

      11.1                      The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Securities will bear a
legend in substantially the following form:

       

      
        
          	 
      	
                  “THESE SECURITIES WERE ISSUED IN
      AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S (“REGULATION S”) UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933
      ACT”).  ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
      CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
      STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
      SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS
      DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
      ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
      IN ACCORDANCE WITH THE 1933
ACT.”

                


        

      

       

      11.2                      The
Subscriber hereby acknowledges and agrees to the Company's making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

       

      
        
          
            	
                    12.

                  	
                    Costs

                  


          

        

      

       

      12.1                      The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber.

       

      
        
          
            	
                    13.

                  	
                    Governing
    Law

                  


          

        

      

       

      13.1                      This
Subscription Agreement is governed by the laws of the State of New York
applicable to agreements made and to be performed solely within such state
without reference to, or application of, principles of conflicts of
law.

       

      
        
          
            	
                    14.

                  	
                    Survival

                  


          

        

      

       

      14.1                      This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant
hereto.

       

      
        
          
            	
                    15.

                  	
                    Assignment

                  


          

        

      

       

      15.1                      This
Subscription Agreement is not transferable or assignable.

       

      
        
          
            	
                    16.

                  	
                    Severability

                  


          

        

      

       

      16.1                      The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.

       

      
        
          
            	
                    17.

                  	
                    Entire
      Agreement

                  


          

        

      

       

      17.1                      Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Securities and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    18.

                  	
                    Notices

                  


          

        

      

       

      18.1                      All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.  Notices to the Subscriber shall be directed to the
address on the signature page of this Subscription Agreement and notices to the
Company shall be directed to it at Qnective, Inc., c/o Qnective (Switzerland)
AG, Thurgauerstrasse 54, CH-8050, Zurich, Switzerland, Attention:
President.

       

      
        
          
            	
                    19.

                  	
                    Delivery
      Instructions

                  


          

        

      

       

      19.1                      The
Subscriber hereby directs the Company to deliver any certificates representing
the Shares issued pursuant to this Subscription Agreement
to:

       

       VALERIO
CAMARDELLA

       Sonnrain 13

       6340 Baar

       Switzerland

      


      19.2                      The
Subscriber hereby directs the Company to cause any certificates representing the
Shares issued pursuant to this Subscription Agreement to be registered on the
books of the Company as follows:

       

       VALERIO
CAMARDELLA

      


      19.3                      The
undersigned hereby acknowledges that she will deliver to the Company all such
additional completed forms in respect of the Subscriber’s purchase of the
Securities as may be required for filing with the appropriate securities
commissions and regulatory authorities.

       

      IN WITNESS
WHEREOF the Subscriber has
duly executed this Subscription Agreement as of the date of acceptance by the
Company.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      VALERIO CAMARDELLA                                                     

                                    	 
	
                                      (Name of Subscriber – Please type
      or print)

                                    	 
	 
      	 
	
                                      /s/ Valerio
      Camardella

                                    	 
	
                                      (Signature and, if applicable,
      Office)

                                    	 
	 
      	 
	
                                      Sonnrain 13

                                    	 
	
                                      (Address of
      Subscriber)

                                    	 
	 
      	 
	
                                       6340
    Baar 

                                    	 
	
                                      (City, State or Province, Postal
      Code of Subscriber)

                                    	 
	 
      	 
	
                                      Switzerland 

                                    	 
	
                                      (Country of
      Subscriber)

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      ACCEPTANCE

       

      The above-mentioned Subscription
Agreement in respect of the Shares is hereby accepted by Qnective,
Inc.

       

      DATED at Zurich, Switzerland as of the
20th day of July,
2009.

       

      QNECTIVE, INC.

       

      
        
          
            
              	
                      By:

                    	
                      /s/
      Francoise
      Lanter           

                    
	
                      Francoise
      Lanter

                    
	
                      Chief Financial Officer
 

                    


            

          

        

      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      AMENDED
AND RESTATED

      


      EQUITY
INCENTIVE PLAN

      


      OF

      


      QNECTIVE,
INC.

      


      ARTICLE
I

      


      PURPOSES
OF PLAN

      


      Qnective,
Inc., a Nevada corporation (the “Company”), has adopted The Qnective Equity
Incentive Plan (the “Original Plan”), effective as of April 1,
2009.  The Company amended the Original Plan as of May 25, 2009 and
further amended and restated the Original Plan as of July 20, 2009 (as so
amended and restated, the “Plan”).  The purpose of the Plan is to
enable Qnective and its subsidiaries to attract, retain, and reward Key Persons
(as hereinafter defined) by offering them an opportunity to have a greater
proprietary interest in, and closer identity with, the Company and with its
financial success.  An option granted under the Plan to a Key Person
to purchase Shares (as hereinafter defined) of common stock of the Company, may
be an Incentive Stock Option or a Non-Qualified Option as defined by the Code
(as hereinafter defined) (collectively referred to as “Options”).  An
Option that is not an Incentive Stock Option shall be a Non-Qualified
Option.  Proceeds received by the Company from the sale of the Shares
pursuant to Options granted under this Plan, shall be used for general corporate
purposes.  The Company may also grant Stock Rights (as hereinafter
defined) to Key Persons.  This Plan shall expire on March 31, 2019
(the “Expiration Date”).

      


      ARTICLE
II

      


      DEFINITIONS

      


      As used
in this Plan, the terms set forth below shall be defined as
follows:

      


      “Beneficiary”
means the person, persons, trust, or trusts entitled by will or the laws of
descent and distribution to receive a Key Person’s benefits under this Plan in
the event of such Key Person’s death.

      


      “Board”
or “Board of Directors” means the Board of Directors of the Company as elected
by the Shareholders.

      


      “Code”
means the U.S. Internal Revenue Code of 1986 and regulations issued thereunder
as they may be amended from time to time.

      


      “Commission”
means the U.S. Securities and Exchange Commission.

      


      "Company"
means Qnective, Inc.

      


      “Date of
Grant” means the date, as determined by the Board in its sole discretion, upon
which an Option is awarded or Stock Right is granted.

      


      “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.

      


      "Expiration
Date" means March 31, 2019.

      


      “Fair
Market Value Price” means, as of the Date of Grant, such value as the Board of
Directors in good faith shall determine for purposes of granting Options or
Stock Rights under the Plan.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    
      “Incentive
Stock Option” means a stock option which meets the requirements of §422 of the
Code.  If any option designated as an Incentive
Stock Option does not meet the requirements of §422 of the Code, such Option
shall be treated as a Non-Qualified Option for all purposes under the provisions
of the Plan.

    

    


    “Key
Person” means officers, directors, consultants, professional advisors and any
employees of the Company who are deemed by the Board to be eligible for grants
of Options or Stock Rights because of their existing or potential contributions
to the welfare of the Company.

    


    “Non-Qualified
Option” means a stock option which does not meet the requirements of §422 of the
Code with respect to Incentive Stock Options.

    


    “Option”
or “Options” means both an Incentive Stock Options and a Non-Qualified Options
granted under the Plan.

    


    “Option
Agreement” means an agreement between the Company and a Key Person setting forth
the terms and conditions upon which an Option is granted to a Key
Person.  Such agreement, at the discretion of the Board, may
incorporate by reference the terms and conditions of the Plan.

    


    “Personal
Representative” means the person or persons who, upon the death, disability or
incompetence of a Key Person, shall have acquired on behalf of the Key Person by
legal proceeding or otherwise the power to exercise the rights and receive the
benefits of such Key Person under this Plan or a trustee in
bankruptcy.

    


    “Securities
Act” means the U.S. Securities Act of 1933, as amended.

    


    “Shares”
means $.001, par value shares of the common stock of the Company.

    


    "Shareholder"
means a beneficial owner of Shares.

    


    “Stock
Right” means the right to receive Shares.

    


    "Stock
Right Agreement or Subscription Agreement" means an agreement between the
Company and a Key Person setting forth the terms and conditions upon which Stock
Rights are granted to a Key Person.  Such agreement, at the discretion
of the Board, may incorporate by reference the terms and conditions of the
Plan.

    


    “Subsidiary”
means a present or future subsidiary of the Company as is defined in §424(f) of
the Code.  For purposes of the Plan, an eligible Key Person of the
Company shall include Key Persons of any Subsidiary.

    


    “Wrongful
Activities” means the commission of, conspiracy to commit, or attempt to commit,
any criminal act in any manner relating to the Company or a Key Person’s willful
or grossly negligent action which is demonstrably inimical to the interests,
business, or reputation of the Company or any Subsidiary.

    


    ARTICLE
III

    


    EFFECTIVE
DATE OF PLAN

    


    The Plan
shall become effective as of April 1, 2009, and shall remain in effect through
the Expiration Date of the Plan, except as may otherwise be provided
herein.

    


    ARTICLE
IV

    


    ADMINISTRATION
OF THE PLAN

    


    A.           The
Plan shall be administered by the Board of Directors.

    


    B.           The
Board is authorized to administer and interpret the Plan, to adopt, amend, and
rescind from time to time such rules and regulations for carrying out the Plan
as it may deem advisable, and to make all other determinations and take such
steps as it may deem necessary or advisable for the administration of the Plan,
subject to the terms, conditions, and limitations of the Plan.  The
Board shall have the sole authority:

    


    1.           to
select the Key Persons to whom Options or Stock Rights will be granted under the
Plan;


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    2.           to
designate the type of Option to be granted under the Plan as an Incentive Stock
Option or a Non-Qualified Option;


    


    3.           to
determine the number of Shares to be covered by Options granted under the Plan,
and the option price thereof subject to Article VII hereof;

    


    4.           to
determine the number of Shares to be granted pursuant to Stock
Rights;

    


    5.           to
determine the time or times when Stock Rights will be granted and when Options
shall be granted and the period during which they will be
exercisable;

    


    6.           to
determine the form of any Stock Rights Agreement, Subscription Agreement, or
Option Agreements;

    


    7.           to
impose such conditions on the issuance of Stock Rights or the grant or exercise
of an Option as it determines are appropriate;

    


    8.           to
determine any question as to the termination of service of a Key Person with or
for the Company, and the duration and purposes of leaves of absence which may be
granted to Key Persons without constituting a termination of employment or
termination of services for purposes of the Plan; and

    


    9.           to
determine what events, if any, will result in the acceleration of a Stock Right
or the exercisability of all or any portion of an Option.

    


    The
determination of the Board, in any of the foregoing respects shall be final,
conclusive, and binding as to all concerned.

    


    C.           The
Board may request the recommendations of the officers of the Company with
respect to participation under the Plan of all Key Persons.

    


    D.           A
majority of the Board shall constitute a quorum and make all determinations,
take all actions, and conduct business in respect of the Plan. Any Board action
may be taken or determined without a meeting if all members thereof shall
consent in writing to such action or determination.  In the event
action by the Board is taken by written consent, the action shall be deemed to
have been taken at the time specified in the consent or, if none is specified,
at the time of the last signature.  The Board may delegate
administrative functions in respect of the Plan to individuals who are officers
or employees of the Company.  All determinations or interpretations
made by the Board shall be final and conclusive.  No members of the
Board shall be liable for any action, determination, interpretation or omission
taken or made in good faith with respect to the Plan or any Options or Stock
Rights granted hereunder.

    


    E.           All
costs and expenses incurred in connection with the administration of the Plan,
including any stock transfer taxes, shall be borne by the Company.

    


    ARTICLE
V

    


    SHARES
SUBJECT TO THE PLAN

    


    A.           Subject
to the provisions of Article XII hereof, an aggregate of 3,000,000 Shares shall
be reserved for issuance upon the grant of Stock Rights or the exercise of
Options granted under the Plan.

    


    B.           The
Shares issued pursuant to Stock Rights and the Options to be granted under the
Plan shall be made available either from authorized but unissued Shares or from
Shares reacquired by the Company, including, if applicable, Shares purchased in
the open market.

    


    C.           If
prior to the Expiration Date any Stock Rights or Options granted under the Plan
expire because of non-exercise, or are terminated prior to exercise pursuant to
the provisions of the Plan, the Shares subject to such Stock Rights or Options
shall again become available for the grant of Stock Rights or Options under the
Plan (unless in the meantime the Plan has been terminated).


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    ARTICLE
VI

    


    ELIGIBILITY

    


    Stock
Rights and Options may be granted under the Plan only to persons who are
designated as Key Persons of the Company or its Subsidiaries by the Board
whether or not such persons are salaried employees of the
Company.  However, Key Persons who are not also employees of the
Company are not eligible to receive qualified Incentive Stock
Options.


    


    ARTICLE
VII

    


    OPTION
PRICE; VESTING

    


    The
option price for any Option granted under the Plan shall be the Fair Market
Value Price of the Shares at the day of grant.  Vesting shall be as
set forth in the Option Agreement or Stock Rights Agreement.

    


    ARTICLE
VIII

    


    GRANTING
OF OPTIONS AND STOCK RIGHTS

    


    A.           The
Board may at any time prior to the Expiration Date grant to Key Persons Stock
Rights and Options to purchase Shares under the Plan.

    


    B.           Each
grant of an Option under the Plan shall be evidenced by an Option Agreement
between the Key Person and the Corporation which clearly identifies the type of
Option granted (Incentive Stock Option or Non-Qualified Option) and shall
contain provisions not inconsistent with the Plan.  Each Option grant
shall be approved by the Board. Key Persons may be granted Incentive Stock
Options or Non-Qualified Options.  The terms and conditions of such
Option Agreements need not be the same in each case and may be changed from time
to time by the Board.  Anything in this agreement to the contrary
notwithstanding, with respect to Incentive Stock Options granted pursuant to the
Plan, the aggregate Fair Market Value (determined as of the Date of Grant of
such Option) of the Shares which are exercisable for the first time by a Key
Person during any calendar year under the Plan (or any other plan adopted by the
Company) shall not exceed $100,000.

    


    C.           Each
grant of Stock Rights under the Plan shall be evidenced by a Stock Rights
Agreement or Subscription Agreement between the Key Person and the Corporation
which clearly identifies the terms and conditions of the Stock Right and shall
contain provisions not inconsistent with the Plan.  Each Stock Right
granted shall be approved by the Board.  The terms and conditions of
such Stock Rights Agreements need not be the same in each case and may be
changed from time to time by the Board.

    


    ARTICLE
IX

    


    TERMS
OF OPTIONS AND STOCK RIGHTS


    


    A.           The
Board shall determine the time or times Stock Rights will be granted and when
Options shall be exercisable and conditions that need to be satisfied in order
for an Option to be exercised or stock to be issued pursuant to Stock
Rights.

    


    B.           An
outstanding Option or Stock Right may, in the sole discretion of the Board, be
modified or amended with respect to the time or times when such Stock Right or
Option becomes exercisable, provided such Stock Right or Option as so modified
is not less favorable to the Key Person.

    


    C.           Options
shall terminate upon the first to occur of the following events:

    


    1.           Termination
of the Option as provided in the Option Agreement; or

    


    2.           Termination
of the Option as provided in Articles X and XI; or

    


    3.           Expiration
of or earlier termination of the Plan.

    


    D.           Stock
Rights shall terminate in accordance with the terms and conditions of the Stock
Rights Agreement or Subscription Agreement but in no event later than the
Expiration Date.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    E.           Notwithstanding
any other provision of this Plan, the Board may impose, by rule, resolution or
Agreement, such conditions upon the exercise of Options or grant of Stock Rights
(including, without limitation, conditions limiting the time of exercise to
specified periods) as may be required to satisfy applicable regulatory
requirements, including, without limitation, Rule 16b-3 (or any successor rule)
promulgated by the Commission pursuant to the Exchange Act.

    


    ARTICLE
X

    


    ADDITIONAL
PROVISIONS RELATING TO ISSUANCE

    


    OF
STOCK RIGHTS AND GRANTS OF OPTIONS

    


    All
grants of Stock Rights and Options shall be subject to the following
provisions:

    


    A.           The
Company’s right to terminate the employment or engagement of the Key Person for
any reason, with or without cause, and without liability to the Key Person with
respect to any Stock Rights or Options shall be unrestricted.

    


    B.           Upon
each exercise of an Option, the purchase price for the Shares being purchased
shall be payable in full to the Company, in cash, or by certified check or wire
transfer.

    


    C.           Notwithstanding
the foregoing, the Board may, in its sole discretion, permit the issuance of
Shares pursuant to an Option upon such other payment terms as the Board deems
reasonable.

    


    D.           Shares
issued shall be represented by a separate stock certificate issued by the
Company.

    


    E.           No
fractional Shares shall be issued.

    


    F.           No
Option or Stock Right to receive Shares shall be transferable by the Key Person
other than by will or by the laws of descent and distribution.  Stock
Rights or Options may be exercised only by the Key Person, or by his, her, or
its Personal Representative.

    


    G.           No
person shall have the right and privileges of a Shareholder of the Company with
respect to Shares subject to, purchased, or received under an Option or a Stock
Right until the date of issue of such Shares.

    


    H.           No
Shares may be issued unless, and until any applicable requirements of the
Commission and any other regulatory agencies having jurisdiction shall have been
fully met.  As a condition precedent to the issuance of Shares, the
Company may require the Key Person to take any reasonable action to meet such
requirements, including representing to or otherwise satisfying the Company that
(i) the Key Person understands that the Company has no obligation to register
under the Securities Act, any state securities laws, or the laws of any other
applicable jurisdiction any of the Shares issuable upon exercise of Options or
issuance of Shares pursuant to Stock Rights and that such Shares may have to be
held indefinitely until so registered or unless an exemption from such
registration is available; (ii) the Key Person is receiving or purchasing the
Shares as an investment and not with a view to, or for sale in connection with,
the distribution of any of them; and (iii) the Key Person will not dispose of
such Shares absent compliance with any such requirements or receipt by the
Company of a written opinion of its counsel that the circumstances of such
proposed sale do not require such compliance; provided, however, that with
respect to any Shares issued hereunder that have been registered with the
Commission, no investment representation by the Key Person shall be required by
the Company; and, provided further, that in the event that the Shares issued to
the Key Person pursuant to Options or Stock Rights hereunder are subsequently
registered with the Commission, any investment representation theretofore
furnished to the Company as to such Shares will be inoperative.  The
Company may endorse certificates representing Shares with a legend indicating
any restrictions on the transfer thereof resulting from applicable securities
laws or otherwise.

    


    I.           1.           Whenever
the Company proposes or is required to issue Shares to a Key Person under the
Plan, the Company shall have the right to require the Key Person to remit to the
Company an amount sufficient to satisfy all federal, state, and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such Shares.  If such certificates have been
delivered prior to the time a withholding obligation arises, the Company shall
have the right to require the Key Person to remit to the Company an amount
sufficient to satisfy all federal, state, or local withholding tax requirements
at the time such obligation arises and to withhold from other amounts payable to
the Key Person, as compensation or otherwise, as necessary.  Whenever
payments under the Plan are to be made to a Key Person in cash, such payments
shall be net of any amounts sufficient to satisfy all federal, state, and local
withholding tax obligation.



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    2.           In
connection with the issuance of Shares a Key Person may elect to satisfy his,
her, or its tax withholding obligation incurred with respect to the issuance of
Shares by (a) directing the Company to withhold a portion of the Shares
otherwise distributable to the Key Person, or (b) by transferring to the Company
a certain number of Shares owned, such Shares being valued at the Fair Market
Value Price thereof on the taxable date.  Notwithstanding any
provisions of the Plan to the contrary, a Key Person’s election pursuant to the
preceding sentence (a) must be made on or prior to the taxable date with respect
to such issuance of Shares, and (b) must be irrevocable.  In lieu of a
separate election on each taxable date of an issuance of Shares, a Key Person
may make a blanket election with the Board that shall govern all future taxable
dates until revoked by the Key Person.

    


    3.           If
the holder of Shares purchased in connection with the exercise of an Incentive
Stock Option disposes of such Shares within two years of the date such Incentive
Stock Option was granted or within one year of such exercise, he, she, or it
shall notify the Company of such disposition and remit an amount necessary to
satisfy applicable withholding requirements including those arising under
federal income tax laws.  If such holder does not remit such amount,
the Company may withhold all or a portion of any salary or other compensation
then or in the future owed to such holder as necessary to satisfy such
requirements. Taxable date means the date a Key Person recognized income under
the Code or any applicable federal, state, or other  income tax law
with respect to an issuance of Shares.

    


    J.           1.           If
at any time any Shareholder desires to sell, encumber, or otherwise dispose of
Shares distributed to him, her, or it under this Plan other than if the Shares
have been registered with the Commission, the Shareholder shall first offer the
Shares to the Company by giving the Company written notice disclosing: (a) the
name of the proposed transferee of the Shares; (b) the certificate number and
number of Shares proposed to be transferred or encumbered; (c) the proposed
price; (d) all other terms of the proposed transfer; and (e) a written copy of
the proposed offer.  Within thirty (30) days after receipt of such
notice, the Company shall have the option to purchase all or part of such Shares
at the same price and on the same terms as contained in such
notice.

    


    2.           If
the Company (or a Shareholder, as described below) does not exercise the option
to purchase Shares, as provided in J.1 above, the person shall have the right to
sell, encumber, or otherwise dispose of his, her, or its Shares on the same
terms of transfer as set forth in the written notice to the Company, provided
such transfer is effective within thirty (30) days after the expiration of the
Company's option to purchase period.  If the transfer is not effected
within such period, the Company must again be given an option to purchase, as
provided above.

    


    3.           The
Board of Directors, in its sole discretion, may waive the Company’s right of
first refusal pursuant to this Section and the Company’s repurchase right
pursuant to Section K below.  If the Company’s right of first refusal
or repurchase right is so waived, the Board of Directors may, in its sole
discretion, pass through such right to the remaining Shareholders of the Company
in the same proportion that each Shareholders’ share ownership bears to the
Share ownership of all the Shareholders of the Company, as determined by the
Board of Directors. To the extent that a Shareholder has been given such right
and does not purchase his, her, or its allotment, the other Shareholders shall
have the right to purchase such allotment on the same basis.

    


    K.           1.           If
(i) the Key Person’s employment or service with the Company is terminated as a
result of the Key Person’s Wrongful Activities, or (ii) the Board determines in
good faith that the Key Person has materially breached any non-compete,
non-solicitation, or confidentiality agreement with the Company during or after
termination of his, her, or its services with the Company as an employee,
consultant, advisor, or member of the Board of Directors, then the Company shall
have the right to repurchase all Shares issued to the Key Person at a price
equal to the Fair Market Value Price on the effective date of the Stock Rights
and terminate all Options granted but not yet exercised and all Stock
Rights.   Any repurchase shall be made in accordance with
accounting rules to avoid adverse accounting treatment.  All
unexercised Options shall terminate.  The determination by the Board
that any such Wrongful Activity has occurred, whether proven or not, shall be
final, conclusive, and binding upon such Key Person.

    


    2.           The
Company’s right to repurchase shall be exercisable at any time within one year
after the date of Key Person’s termination of employment or performance of
services by the delivery of written notice by the Company to such effect to the
Key Person or his, her, or its Personal Representative; provided, that, in the
case of Shares purchased through the exercise of an Incentive Stock Option (i)
such date shall be extended to the date that is 30 days after a Key Person can
sell his or her Shares without causing the Incentive Stock Options to not
qualify as Incentive Stock Options and (ii) the Company shall not have the right
to repurchase the Shares if it would result in the Shares purchased through the
exercise of Incentive Stock Options as not qualifying as Incentive Stock
Options.  Within thirty (30) days after receipt of such notice, the
Key Person or his, her, or its Personal Representative shall deliver a
certificate or certificates for the Shares being sold, together with appropriate
duly signed stock powers transferring such Shares to the Company, and the
Company shall deliver to the Key Person, or his, her, or its Personal
Representative an amount equal to the purchase price for the Shares being
sold.

    


    3.           This
Article K shall not apply to any Key Person from and after the date of an
underwritten initial public offering of the Company’s Common
Stock.


    
      
         


      

      
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    ARTICLE
XI

    


    EFFECT
OF TERMINATION OF EMPLOYMENT

    


    OR
SERVICE OR DEATH


    


    A.           If
the employment or engagement by a Key Person by the Company shall terminate as a
result of such Key Person’s retirement, total and permanent disability, or
death, such Stock Rights or Options may be exercised by such Key Person or such
Key Person’s Personal Representative or beneficiaries, to the extent that such
Key Person shall have been entitled to do so on the date of such
event.  Notwithstanding the foregoing, the Board may, in its sole
discretion, permit such Option or Stock Rights to be issued or to be exercised
to an extent greater than would otherwise be provided under this
paragraph.

    


    Options
may be exercised to the extent set forth above no later than the first to occur
of the following:

    


    1.           the
expiration of three (3) months after termination of employment if such
termination is due to retirement, or total and permanent disability; provided if
such Key Person shall die during such three (3) month period, then one (1) year
after the date of death; or

    


    2.           the
expiration of one (1) year after termination of employment if such termination
is due to such Key Person’s death; or

    


    3.           the
expiration date of such Incentive Stock Option.

    


    B.           If
the employment or service of a Key Person shall terminate for any reason other
than retirement, total and permanent disability, death or Wrongful Activities of
the Key Person, any Incentive Stock Option held by the Key Person may be
exercised only within three (3) months after such termination unless by its
terms the Incentive Stock Option expired sooner and only to the extent that the
Key Person would have been entitled to do so on the date of such
termination.

     

    ARTICLE
XII

    


    MISCELLANEOUS
PROVISIONS


    


    A.           Notwithstanding
anything to the contrary in this Plan, in the event of any recapitalization,
stock dividend, stock split, reverse stock split, stock dividend, combination,
reclassification or exchange affecting the Shares subject to this Plan, or any
merger, consolidation, or reorganization as a result of which the Company is the
surviving corporation, the aggregate number of Shares subject to the Plan and
outstanding Options both as to number of Shares and the option price, and Stock
Rights may be appropriately adjusted as determined by the Board, whose
determination shall be final, binding, and conclusive.

    


    Notwithstanding
anything to the contrary in this Plan, in the event of dissolution or
liquidation of the Company, or in the event of reorganization, merger,
reorganization, or consolidation of the Company with one or more corporations in
which the Company is not the surviving corporation or the Company becomes a
wholly owned subsidiary of another corporation as a result of one of the events
described in this paragraph or a sale of the Company, the Plan shall terminate,
and any Option or Stock Rights then outstanding hereunder shall terminate on the
effective date of such transaction unless the surviving corporation, or if
applicable the corporation purchasing all of the Shares of the Company (or its
affiliates) agrees to assume such Option or obligation to issue Shares pursuant
to Stock Rights or elects to issue substitute options or rights in place
thereof; provided, however, that all outstanding Options or Stock Rights not
being assumed by the surviving or purchasing corporation shall become
exercisable in part or in full, at the election of the Key Person, during the
five (5) business days immediately preceding the effective date of such
transaction.

    


    B.           In
addition to such other rights of indemnification as they may have as members of
the Board of Directors, the Company shall indemnify to the full extent permitted
by law, each member of the Board (and his or her respective heirs, executors,
and administrators) made, or threatened to be made, a party to any action, suit
or proceeding (whether civil, criminal, administrative, or investigative) by
reason of any action taken or failure to act under, or in connection with, the
Plan or any Option or Stock Rights granted thereunder.

    


    C.           The
Board of Directors shall have the power, in its discretion, to amend, suspend,
or terminate the Plan in whole or in part at any time; provided no amendment or
termination shall in any manner affect an Option or Stock Right theretofore
granted without the consent of the Key Person.


    
      
         


      

      
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    D.           Nothing
contained in this Plan, or in Option Agreements, Stock Rights Agreements or
Subscription Agreements or in any other documents related to this Plan or to
Options or Stock Rights shall confer upon any Key Person any right to continue
in the employ of, or be engaged by, the Company, as an employee or otherwise,
constitute any contract or agreement of employment, or engagement, or interfere
in any way with the right of the Company to reduce such person’s fees,
compensation, or benefits or to terminate the employment or engagement of such
Key Person, with or without cause, but nothing contained in this Plan or any
document related thereto shall affect any other contractual right of any Key
Person.

    


    E.           No
Key Person, Beneficiary, or other person shall have any right, title, or
interest in any fund or in any specific asset of the Company by reason of any
Option or Stock Rights granted hereunder.  Neither the provisions of
this Plan (or of any documents related hereto), nor the creation or adoption of
this Plan, nor any action taken pursuant to the provisions of this Plan shall
create, or be construed to create, a trust of any kind or a fiduciary
relationship between the Company and any Key Person, Beneficiary, or other
person.  To the extent that a Key Person, Beneficiary, or other person
acquires a right to receive an Option or Stock Rights hereunder, such right
shall be no greater than the right of any unsecured general creditor of the
Company.

    


    F.           Any
notice required herein to be given by a Key Person to the Company shall be
deemed to have been given on delivery of such notice in writing to the Company
at such addresses the Company designates in writing to the Key Person at the
Date of Grant, or at such other address as the Company may thereafter designate
in writing to such Key Person.  Any notice required herein to be given
by the Company to any Key Person shall be deemed to have been given on mailing
of such notice in writing addressed to the last known address of such Key Person
as shown on the records of the Company.

    


    G.           The
provisions of the Plan shall be binding upon all Personal Representatives and
Beneficiaries of the Key Person.

    


    H.           This
Plan shall be construed, administered, and governed in all respects by the laws
of the State of New York without regard to conflicts of laws thereof and is a
plan maintained outside the United States primarily for the benefit of
non-resident aliens of the United States; and, therefore, the U.S. Employment
Retirement Income Security Act of 1974, as amended shall not
apply.


    
      
         


      

      
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