PHANTOM
      ENTERTAINMENT, INC. 

    2006
      EMPLOYEE COMPENSATION PLAN C

     

    
      

      

    

    This
      PHANTOM ENTERTAINMENT, Inc. 2006
      EMPLOYEE COMPENSATION PLAN C
      (the
      "Plan")
      is
      designed to retain employees and reward them for making major contributions
      to
      the success of the Company. These objectives are accomplished by making
      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"
                -
                Phantom Entertainment, 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 stock award 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)

            	
              "Participant"
                -
                An outside consultant, professional and service provider of the Company
                to
                whom an Award has been made under the
                Plan.

            


    

    


    
      	 	
              (j)

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

            


    

    


    
      	 	
              (k)

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

            


    

    


    
      	 	
              (l)

            	
              "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, Stock Awards; (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; (g) determine the duration and purpose
      of leaves of absence which may be granted to Participants without constituting
      termination of their engagement 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.

            


    

    


    The
      persons who shall be eligible to receive Grants shall be non-executive
      employees, outside consultants, professionals and service providers of the
      Company.

    


    
      	
              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
                Stock Awards granted under the Plan shall not exceed Seventy Million
                (70,000,000) shares. If any Grant shall for any reason terminate
                or
                expire, any shares allocated thereto but remaining unvested 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.

            


    

    


    
      	 	
              (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.

            


    

    


    
      	
              5.

            	
              Stock
                Awards.

            


    

    


    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 a 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.

    


    
      	 	
              (a)

            	
              Conditions
                and Restrictions.
                Shares of Stock which Participants may receive as a Stock Award under
                a
                Stock Award Agreement 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 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 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 or by the Board
                or
                Committee, may require the payment be forfeited in accordance with
                the
                provisions of Section 5(c). Dividends or dividend equivalent rights
                may be
                extended to and made part of any Stock Award, subject to such terms,
                conditions and restrictions as the Board or Committee may
                establish.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	(b)	
              Cancellation
                and Rescission of Grants.
                Unless the Stock Award Agreement specifies otherwise, the Board or
                Committee, as applicable, may cancel any unvested or deferred Grants
                at
                any time if the Participant is not in compliance with all other applicable
                provisions of the Stock Award Agreement, the Plan and with the following
                conditions: 

            


    

    


    
      	
            	(i)	
              A
                Participant shall not render services for any organization or engage
                directly or indirectly in any business which, in the judgment of
                the chief
                executive officer of the Company or other senior officer designated
                by the
                Board or Committee, is or becomes competitive with the Company, or
                which
                organization or business, or the rendering of services to such
                organization or business, is or becomes otherwise prejudicial to
                or in
                conflict with the interests of the Company. For Participants whose
                engagement has terminated, the judgment of the chief executive officer
                shall be based on the Participant's position and responsibilities
                while
                employed by the Company, the Participant's post-engagement
                responsibilities and position with the other organization or business,
                the
                extent of past, current and potential competition or conflict between
                the
                Company and the other organization or business, the effect on the
                Company's customers, suppliers and competitors and such other
                considerations as are deemed relevant given the applicable facts
                and
                circumstances. A Participant who has retired shall be free, however,
                to
                purchase as an investment or otherwise, stock or other securities
                of such
                organization or business so long as they are listed upon a recognized
                securities exchange or traded over-the-counter, and such investment
                does
                not represent a substantial investment to the Participant or a greater
                than five percent (5%) equity interest in the organization or
                business. 

            


    

    


    
      	
            	(ii)	
              A
                Participant shall not, without prior written authorization from the
                Company, disclose to anyone outside the Company, or use in other
                than the
                Company's business, any confidential information or material relating
                to
                the business of the Company, acquired by the Participant either during
                or
                after engagement with the Company.  

            


    

    


    
      	
            	(iii)	
              A
                Participant shall disclose promptly and assign to the Company all
                right,
                title and interest in any invention or idea, patentable or not, made
                or
                conceived by the Participant during engagement by the Company, relating
                in
                any manner to the actual or anticipated business, research or development
                work of the Company and shall do anything reasonably necessary to
                enable
                the Company to secure a patent where appropriate in the United States
                and
                in foreign countries.

            


    

    


    
      	
            	(iv)	
              Upon
                exercise, payment or delivery pursuant to a Grant, the Participant
                shall
                certify on a form acceptable to the Committee that he or she is in
                compliance with the terms and conditions of the Plan.
                

            


    

    


    
      	 	
              (c)

            	
              Nonassignability.

            


    

    


    
      	
            	(i)	
              Except
                pursuant to Section 5(e)(iii) and except as set forth in Section
                5(d)(ii),
                no Grant or any other benefit under the Plan shall be assignable
                or
                transferable, or payable to, anyone other than the Participant to
                whom it
                was granted. 

            


    

    


    
      	
            	(ii)	
              Where
                a Participant terminates engagement and retains a Grant pursuant
                to
                Section 5(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.

            


    

    


    
      	
            	(d)	
              Termination
                of Engagement.
                If
                the engagement or service to the Company of a Participant terminates,
                other than pursuant to any of the following provisions under this
                Section
                5(e), all unvested or deferred Stock Awards shall be cancelled
                immediately, unless the Stock Award Agreement provides otherwise:
                 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	(i)	
              Retirement
                Under a Company Retirement Plan.
                When a Participant's engagement terminates as a result of retirement
                in
                accordance with the terms of a Company retirement plan, the Board
                or
                Committee may permit Stock Awards to continue in effect beyond the
                date of
                retirement in accordance with the applicable Grant Agreement 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 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 vesting of such Grants for such period as may
                be set
                forth in the applicable Grant Agreement, subject to earlier cancellation
                pursuant to Section 8 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
                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. 

            


    

    


    
      	
            	(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 5, the determinations of the Board or Committee,
                as applicable, shall be binding and
                conclusive.

            


    

    


    
      	
              6.

            	
              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 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 receiving the
                Stock as
                compensation, 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.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	7.	
              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
                Stock
                Award 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) covered by
      outstanding Stock Awards; (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.

     

    
      	
              8.

            	
              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 Stock Awards 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.
                

            


    

     

    
      	
              9.

            	
              Availability
                of Information. During the term of the Plan and any additional period
                during which a Grant granted pursuant to the Plan shall be payable,
                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. 

            


    

     

    
      	
              10.

            	
              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. 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              11.

            	
              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 shall 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. 

            


    

     

    
      	
              12.

            	
              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
                Delaware and construed accordingly.


            


    

    


    
      	
              13.

            	
              Termination
                Dates. The Plan shall terminate on November 9,
                2016, subject to earlier termination by the Board pursuant to Section
                7.
                

            


    

     

    
      	 	 	 
	 	
              Phantom
                Entertainment, Inc.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Greg
              Koler
	 	
              

            
	 	Its:	Chief
              Executive Officer and Interim Chief Financial Officer (Principal
              Executive, Financial and Accounting
              Officer)