EXHIBIT 4.9


                                   MPLC, INC.

                            2007 STOCK INCENTIVE PLAN


                       SECTION 1: GENERAL PURPOSE OF PLAN

         The name of this plan is the MPLC,  Inc. 2007 Stock Incentive Plan (the
"PLAN"). The purpose of the Plan is to enable MPLC, Inc., a Delaware corporation
(the  "COMPANY"),  and any  Parent or any  Subsidiary  to obtain  and retain the
services  of  the  types  of  Employees,  Consultants  and  Directors  who  will
contribute to the Company's long range success and to provide  incentives  which
are linked  directly to increases in share value which will inure to the benefit
of all stockholders of the Company.

                             SECTION 2: DEFINITIONS

         For purposes of the Plan,  the following  terms shall be defined as set
forth below:

         "ADMINISTRATOR"  shall  have the  meaning  as set forth in  SECTION  3,
hereof.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE"  means (i)  failure  by an  Eligible  Person  to  substantially
perform his or her duties and  obligations  to the Company  (other than any such
failure resulting from his or her incapacity due to physical or mental illness);
(ii)  engaging in misconduct or a fiduciary  breach which is or  potentially  is
materially  injurious to the Company or its stockholders;  (iii) commission of a
felony;  (iv)  the  commission  of a  crime  against  the  Company  which  is or
potentially is materially injurious to the Company; or (v) as otherwise provided
in the Stock Option Agreement or Stock Purchase Agreement or applicable law. For
purposes  of this  Plan,  the  existence  of Cause  shall be  determined  by the
Administrator in its sole discretion, subject to applicable law.

         "CHANGE IN CONTROL" shall mean:

         (1) The  consummation of a merger or  consolidation of the Company with
or into another entity or any other corporate reorganization, if more than fifty
percent  (50%)  of the  combined  voting  power  (which  voting  power  shall be
calculated  by assuming  the  conversion  of all equity  securities  convertible
(immediately  or at some  future  time) into shares  entitled  to vote,  but not
assuming the exercise of any warrant or right to subscribe to or purchase  those
shares)  of  the  continuing  or  Surviving  Entity's   securities   outstanding
immediately after such merger,  consolidation or other  reorganization is owned,
directly  or  indirectly,  by persons who were not  stockholders  of the Company
immediately  prior  to  such  merger,  consolidation  or  other  reorganization;
PROVIDED,  HOWEVER,  that  in  making  the  determination  of  ownership  by the
stockholders  of the  Company,  immediately  after  the  reorganization,  equity
securities  which  persons  own  immediately   before  the   reorganization   as
stockholders of another party to the transaction shall be disregarded; or

         (2) The sale, transfer or other disposition of all or substantially all
of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's  incorporation  or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

                                       1
<PAGE>


         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

         "COMMITTEE"  means a committee of the Board  designated by the Board to
administer the Plan.

         "COMPANY" means MPLC,  Inc., a corporation  organized under the laws of
the State of Delaware (or any successor corporation).

         "CONSULTANT"  means a consultant or advisor who is a natural person and
who  provides  BONA FIDE  services  to the  Company,  a Parent or a  Subsidiary;
provided  such  services  are  not in  connection  with  the  offer  or  sale of
securities in a  capital-raising  transaction  and do not directly or indirectly
promote or maintain a market for the Company's securities.

         "DATE OF  GRANT"  means the date on which  the  Administrator  adopts a
resolution  expressly  granting a Right to a Participant or, if a different date
is set forth in such  resolution as the Date of Grant,  then such date as is set
forth in such resolution.

         "DIRECTOR" means a member of the Board.

         "DISABILITY"  means  that the  Optionee  is  unable  to  engage  in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment; PROVIDED, HOWEVER, for purposes of determining the term of an
ISO pursuant to SECTION 6.6 hereof,  the term Disability  shall have the meaning
ascribed to it under Code  Section  22(e)(3).  The  determination  of whether an
individual has a Disability shall be determined under procedures  established by
the Plan Administrator.

         "ELIGIBLE  PERSON"  means an  Employee,  Consultant  or Director of the
Company, any Parent or any Subsidiary.

         "EMPLOYEE"  shall  mean any  individual  who is a  common-law  employee
(including officers) of the Company, a Parent or a Subsidiary.

         "EXERCISE  PRICE"  shall  have the  meaning  set forth in  SECTION  6.3
hereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FAIR  MARKET  VALUE"  shall mean the fair  market  value of a share of
Stock,  determined  as  follows:  (i) if the Stock is listed on any  established
stock exchange or a national  market system,  including  without  limitation the
NASDAQ Global  Select  Market,  the NASDAQ Global Market and the NASDAQ  Capital
Market,  the Fair Market  Value of a share of Stock  shall be the closing  sales
price for such stock (or the closing  bid, if no sales were  reported) as quoted
on such system or exchange (or the exchange with the greatest  volume of trading
in the Stock) on the last market trading day prior to the day of  determination,
as reported in the WALL STREET JOURNAL or such other source as the Administrator
deems reliable; (ii) if the Stock is quoted on the NASDAQ System (but clause (i)
is not  applicable) or any similar system whereby the stock is regularly  quoted
by a recognized securities dealer but closing sale prices are not reported,  the
Fair  Market  Value of a share of Stock  shall be the mean  between  the bid and
asked prices for the Stock on the last


                                       2
<PAGE>


market  trading day prior to the day of  determination,  as reported in the WALL
STREET  JOURNAL or such other source as the  Administrator  deems  reliable;  or
(iii) in the  absence of an  established  market for the Stock,  the Fair Market
Value  shall  be  determined  in  good  faith  by  the  Administrator  and  such
determination shall be conclusive and binding on all persons.

         "FIRST  REFUSAL  RIGHT" shall have the meaning set forth in SECTION 8.7
hereof.

         "ISO" means a Stock Option  intended to qualify as an "incentive  stock
option" as that term is defined in Section 422(b) of the Code.

         "NON-EMPLOYEE  DIRECTOR"  means a  member  of the  Board  who is not an
Employee of the Company, a Parent or Subsidiary,  who satisfies the requirements
of such term as defined in Rule 16b-3(b)(3)(i) promulgated by the Securities and
Exchange Commission.

         "NON-QUALIFIED  STOCK  OPTION"  means a Stock  Option not  described in
Section 422(b) of the Code.

         "OFFEREE"  means a Participant who is granted a Purchase Right pursuant
to the Plan.

         "OPTIONEE"  means a Participant  who is granted a Stock Option pursuant
to the Plan.

         "OUTSIDE  DIRECTOR"  means a member of the Board who is not an Employee
of the Company,  a Parent or Subsidiary,  who satisfies the requirements of such
term as defined in Treasury  Regulations (26 Code of Federal  Regulation Section
1.162-27(e)(3)).

         "PARENT" means any corporation  (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock  possessing fifty percent (50%) or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain. A corporation that attains the status of a Parent on a date after
the  adoption of the Plan shall be  considered  a Parent  commencing  as of such
date.

         "PARTICIPANT"  means any Eligible Person selected by the Administrator,
pursuant to the  Administrator's  authority  in SECTION 3, to receive  grants of
Rights.

         "PLAN" means this MPLC, Inc. 2007 Stock Incentive Plan, as the same may
be amended or supplemented from time to time.

         "PURCHASE PRICE" shall have the meaning set forth in SECTION 7.3.

         "PURCHASE  RIGHT" means the right to purchase Stock granted pursuant to
SECTION 7.

         "RIGHTS" means Stock Options and Purchase Rights.

         "REPURCHASE  RIGHT"  shall have the meaning set forth in SECTION 8.8 of
the Plan.

         "SERVICE" shall mean service as an Employee, Director or Consultant.


                                       3
<PAGE>


         "STOCK" means Common Stock, par value $0.01 per share, of the Company.

         "STOCK OPTION" or "OPTION" means an option to purchase  shares of Stock
granted pursuant to SECTION 6.

         "STOCK  OPTION  AGREEMENT"  shall have the meaning set forth in SECTION
6.1.

         "STOCK PURCHASE  AGREEMENT" shall have the meaning set forth in SECTION
7.1.

         "SUBSIDIARY"  means any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other  corporations  in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.

         "SURVIVING  ENTITY"  means the  Company if  immediately  following  any
merger,  consolidation or similar transaction, the holders of outstanding voting
securities of the Company  immediately  prior to the merger or consolidation own
equity  securities  possessing more than fifty percent (50%) of the voting power
of the  corporation  existing  following  the merger,  consolidation  or similar
transaction. In all other cases, the other entity to the transaction and not the
Company shall be the Surviving  Entity. In making the determination of ownership
by the stockholders of an entity immediately after the merger,  consolidation or
similar transaction,  equity securities which the stockholders owned immediately
before the merger,  consolidation  or similar  transaction  as  stockholders  of
another party to the  transaction  shall be  disregarded.  Further,  outstanding
voting securities of an entity shall be calculated by assuming the conversion of
all equity  securities  convertible  (immediately  or at some future  time) into
shares entitled to vote.

         "TEN PERCENT STOCKHOLDER" means a person who on the Date of Grant owns,
either  directly or through  attribution as provided in Section 424 of the Code,
Stock  constituting  more than ten percent  (10%) of the total  combined  voting
power  of all  classes  of stock of his or her  employer  corporation  or of any
Parent or Subsidiary.

                            SECTION 3: ADMINISTRATION

         3.1      ADMINISTRATOR.  The Plan shall be  administered  by either (i)
the Board or (ii) the Committee (the group that administers the Plan is referred
to as the "ADMINISTRATOR").

         3.2      POWERS IN GENERAL.  The Administrator shall have the power and
authority to grant to Eligible  Persons,  pursuant to the terms of the Plan, (i)
Stock Options, (ii) Purchase Rights or (iii) any combination of the foregoing.

         3.3      SPECIFIC POWERS. In particular,  the Administrator  shall have
the authority:  (i) to construe and interpret the Plan and apply its provisions;
(ii) to  promulgate,  amend and rescind  rules and  regulations  relating to the
administration of the Plan; (iii) to authorize any person to execute,  on behalf
of the Company,  any instrument  required to carry out the purposes of the Plan;
(iv) to determine when Rights are to be granted under the Plan; (v) from time to
time


                                       4
<PAGE>


to select,  subject to the  limitations  set forth in this Plan,  those Eligible
Persons to whom Rights shall be granted;  (vi) to determine the number of shares
of Stock to be made subject to each Right; (vii) to determine whether each Stock
Option is to be an ISO or a Non-Qualified Stock Option;  (viii) to prescribe the
terms and conditions of each Stock Option and Purchase Right, including, without
limitation,  the Exercise Price,  Purchase Price and medium of payment,  vesting
provisions and repurchase provisions, and to specify the provisions of the Stock
Option  Agreement or Stock  Purchase  Agreement  relating to such grant or sale;
(ix) to amend any  outstanding  Rights for the purpose of modifying  the time or
manner of vesting,  the Purchase  Price or Exercise  Price,  as the case may be,
subject to applicable  legal  restrictions and to the consent of the other party
to such  agreement;  (x) to  determine  the  duration  and  purpose of leaves of
absences which may be granted to a Participant without constituting  termination
of their  employment  for  purposes  of the Plan;  (xi) to make  decisions  with
respect to outstanding  Stock Options that may become necessary upon a change in
corporate control or an event that triggers anti-dilution adjustments; and (xii)
to make any and all other  determinations which it determines to be necessary or
advisable for administration of the Plan.

         3.4      DECISIONS  FINAL.  All  decisions  made  by the  Administrator
pursuant to the provisions of the Plan shall be final and binding on the Company
and the Participants.

         3.5      THE  COMMITTEE.  The  Board  may,  in its  sole  and  absolute
discretion,  from  time to time,  and for any  period of time  during  which the
Company's Stock is registered  pursuant to Section 12 of the Exchange Act shall,
delegate any or all of its duties and authority  with respect to the Plan to the
Committee  whose  members are to be appointed by and to serve at the pleasure of
the Board. From time to time, the Board may increase or decrease the size of the
Committee,  add  additional  members to, remove  members (with or without cause)
from, appoint new members in substitution therefor, and fill vacancies,  however
caused,  in the  Committee.  The  Committee  shall act pursuant to a vote of the
majority of its members  or, in the case of a  committee  comprised  of only two
members, the unanimous consent of its members, whether present or not, or by the
unanimous  written  consent of the majority of its members and minutes  shall be
kept of all of its meetings and copies  thereof  shall be provided to the Board.
Subject to the limitations  prescribed by the Plan and the Board,  the Committee
may  establish  and follow  such rules and  regulations  for the  conduct of its
business as it may determine to be  advisable.  During any period of time during
which the Company's  Stock is registered  pursuant to Section 12 of the Exchange
Act, all members of the Committee  shall be  Non-Employee  Directors and Outside
Directors.

         3.6      INDEMNIFICATION.   In  addition   to  such  other   rights  of
indemnification  as they may have as Directors or members of the Committee,  and
to the extent  allowed by  applicable  law,  the  Administrator  and each of the
Administrator's  consultants  shall be  indemnified  by the Company  against the
reasonable expenses,  including attorney's fees, actually incurred in connection
with any action, suit or proceeding or in connection with any appeal therein, to
which the  Administrator or any of its consultants may be party by reason of any
action  taken or  failure  to act  under or in  connection  with the Plan or any
option granted under the Plan, and against all amounts paid by the Administrator
or any of its  consultants in settlement  thereof  (provided that the settlement
has been  approved by the  Company,  which  approval  shall not be  unreasonably
withheld) or paid by the Administrator or any of its consultants in satisfaction
of a


                                       5
<PAGE>


judgment in any such action,  suit or proceeding,  except in relation to matters
as to which it shall be adjudged in such action,  suit or  proceeding  that such
Administrator  or any of its  consultants  did not act in  good  faith  and in a
manner which such person reasonably  believed to be in the best interests of the
Company, and in the case of a criminal proceeding, had no reason to believe that
the conduct  complained of was unlawful;  PROVIDED,  HOWEVER,  that within sixty
(60)  days  after  institution  of any such  action,  suit or  proceeding,  such
Administrator or any of its consultants shall, in writing, offer the Company the
opportunity  at its own  expense  to handle  and  defend  such  action,  suit or
proceeding.

                      SECTION 4: STOCK SUBJECT TO THE PLAN

         4.1      STOCK  SUBJECT TO THE PLAN.  Subject to adjustment as provided
in SECTION 9,  1,400,000  shares of Stock shall be reserved  and  available  for
issuance under the Plan.  Stock reserved  hereunder may consist,  in whole or in
part, of authorized and unissued shares or treasury shares.  This number assumes
the  effectiveness  of a 1-for-300  reverse stock split to be consummated by the
Company  after the effective  date hereof and shall not be adjusted  pursuant to
the terms of SECTION 9.1.1 upon the effectiveness of such reverse stock split.

         4.2      BASIC LIMITATION. The maximum number of shares with respect to
which  Options,  awards or sales of Stock may be  granted  under the Plan to any
Participant in any one calendar year shall be 500,000. The number of shares that
are subject to Rights  under the Plan shall not exceed the number of shares that
then remain available for issuance under the Plan. The Company,  during the term
of the Plan,  shall at all times reserve and keep available a sufficient  number
of shares to satisfy the requirements of the Plan.

         4.3      ADDITIONAL SHARES. In the event that any outstanding Option or
other right for any reason expires or is canceled or otherwise  terminated,  the
shares allocable to the unexercised  portion of such Option or other right shall
again be available for the purposes of the Plan. In the event that shares issued
under  the Plan are  reacquired  by the  Company  pursuant  to the  terms of any
forfeiture provision, right of repurchase or right of first refusal, such shares
shall again be available for the purposes of the Plan.

                             SECTION 5: ELIGIBILITY

         Eligible  Persons  who  are  selected  by the  Administrator  shall  be
eligible to be granted Rights hereunder subject to limitations set forth in this
Plan;  PROVIDED,  HOWEVER,  that only Employees  shall be eligible to be granted
ISOs hereunder.

                   SECTION 6: TERMS AND CONDITIONS OF OPTIONS.

         6.1      STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be  evidenced  by a Stock  Option  Agreement  between the Optionee and the
Company  (the "STOCK  OPTION  AGREEMENT").  Such Option  shall be subject to all
applicable  terms and  conditions  of the Plan and may be  subject  to any other
terms  and  conditions  which are not  inconsistent  with the Plan and which the
Administrator  deems appropriate for inclusion in a Stock Option Agreement.  The
provisions  of the various Stock Option  Agreements  entered into under the Plan
need not be identical.


                                       6
<PAGE>


6.2 NUMBER OF SHARES.  Each Stock Option  Agreement  shall specify the number of
shares  of Stock  that are  subject  to the  Option  and shall  provide  for the
adjustment of such number in accordance with SECTION 9, hereof. The Stock Option
Agreement  shall also  specify  whether the Option is an ISO or a  Non-Qualified
Stock Option.

         6.3      EXERCISE PRICE.

                  6.3.1    IN GENERAL.  Each Stock Option  Agreement shall state
the price at which  shares  subject to the Stock  Option may be  purchased  (the
"EXERCISE  PRICE"),  which shall be not less than one hundred  percent (100%) of
the Fair Market Value of the Stock on the Date of Grant.

                  6.3.2    TEN PERCENT  STOCKHOLDER.  A Ten Percent  Stockholder
shall not be eligible for  designation  as an Optionee or Offeree unless (i) the
Exercise  Price of a  Non-Qualified  Stock  Option is at least one  hundred  ten
percent  (110%)  of the  Fair  Market  Value  of a share of Stock on the Date of
Grant, or (ii) in the case of an ISO, the Exercise Price is at least one hundred
ten percent  (110%) of the Fair Market  Value of a share of Stock on the Date of
Grant and such ISO by its terms is not exercisable  after the expiration of five
(5) years from the Date of Grant.

                  6.3.3    NON-APPLICABILITY.  The  Exercise  Price  restriction
applicable  to  Non-Qualified  Stock  Options  required  by  SECTIONS  6.3.1 AND
6.3.2(I)  shall be  inoperative  if a  determination  is made by counsel for the
Company  that  such  Exercise  Price   restrictions  are  not  required  in  the
circumstances under applicable federal or state securities laws.

                  6.3.4    PAYMENT.  The  Exercise  Price  shall be payable in a
form described in SECTION 8 hereof.

         6.4      WITHHOLDING  TAXES.  As a  condition  to  the  exercise  of an
Option,  the Optionee shall make such  arrangements as the Board may require for
the  satisfaction  of any  federal,  state,  local or  foreign  withholding  tax
obligations  that  may  arise  in  connection  with  such  exercise  or with the
disposition of shares acquired by exercising an Option.

         6.5      EXERCISABILITY.  Each Stock Option Agreement shall specify the
date when all or any installment of the Option becomes exercisable.  In the case
of an Optionee who is not an officer of the Company, a Director or a Consultant,
an Option shall become  exercisable  at least as rapidly as twenty percent (20%)
per year over the five (5)-year period commencing on the Date of Grant.  Subject
to the preceding sentence, the exercise provisions of any Stock Option Agreement
shall be determined by the  Administrator,  in its sole  discretion,  subject to
applicable law.

         6.6      TERM. The Stock Option Agreement shall specify the term of the
Option.  No Option shall be  exercised  after the  expiration  of ten (10) years
after the date the  Option is  granted.  In the case of an ISO  granted to a Ten
Percent Stockholder, the ISO shall not be exercised after the expiration of five
(5) years after the date the ISO is granted.  Unless  otherwise  provided in the
Stock Option  Agreement,  no Option may be  exercised  more than (i) ninety (90)
days after the date the Optionee's  Service with the Company,  its Parent or its
Subsidiaries  terminates if such termination is for any reason other than death,
Disability or Cause, and (ii) one


                                       7
<PAGE>


(1) year  after  the date  the  Optionee's  Service  with  the  Company  and its
subsidiaries  terminates if such termination is a result of death or Disability.
If the Optionee's  Service with the Company and its Subsidiaries  terminates for
Cause,  all outstanding  Options granted to such Optionee shall expire as of the
commencement of business on the date of such termination. The Administrator may,
in its sole discretion,  waive the accelerated expiration provided for in (i) or
(ii).  Outstanding  Options  that are not vested at the time of  termination  of
employment  for any reason  shall expire at the close of business on the date of
such termination.

         6.7      LEAVES OF ABSENCE.  For purposes of SECTION 6.6 above,  to the
extent required by applicable law, Service shall be deemed to continue while the
Optionee is on a BONA FIDE leave of absence.  To the extent  applicable law does
not  require  such a leave to be deemed to continue  while the  Optionee is on a
BONA FIDE leave of absence,  such leave shall be deemed to continue if, and only
if,  expressly  provided in writing by the  Administrator  or a duly  authorized
officer of the Company,  Parent or Subsidiary for whom Optionee  provides his or
her services.

         6.8      MODIFICATION,  EXTENSION AND ASSUMPTION OF OPTIONS. Within the
limitations  of the  Plan,  the  Administrator  may  modify,  extend  or  assume
outstanding  Options  (whether  granted by the Company or another issuer) or may
accept the  cancellation of outstanding  Options (whether granted by the Company
or  another  issuer) in return  for the grant of new  Options  for the same or a
different  number  of  shares  and at the same or a  different  Exercise  Price.
Without limiting the foregoing, the Administrator may amend a previously granted
Option to fully  accelerate  the  exercise  schedule of such  Option  (including
without  limitation,  in  connection  with a Change in Control) and provide that
upon  the  exercise  of such  Option,  the  Optionee  shall  receive  shares  of
restricted  Stock that are subject to  repurchase by the Company at the Exercise
Price paid for the Option in  accordance  with  SECTION 8.8 with such  Company's
right to  repurchase  at such  price  lapsing  at the same rate as the  exercise
provisions  set  forth in  Optionee's  Stock  Option  Agreement.  The  foregoing
notwithstanding,  no modification of an Option shall, without the consent of the
Optionee,  impair the Optionee's  rights or increase the Optionee's  obligations
under such Option.  However,  a termination  of the Option in which the Optionee
receives a cash payment  equal to the  difference  between the Fair Market Value
and the Exercise Price for all shares subject to exercise under any  outstanding
Option  shall not be deemed to impair any rights of the Optionee or increase the
Optionee's obligations under such Option.

               SECTION 7: TERMS AND CONDITIONS OF AWARDS OR SALES

         7.1      STOCK  PURCHASE  AGREEMENT.  Each  award or sale of  shares of
Stock under the Plan (other than upon  exercise of an Option) shall be evidenced
by a Stock Purchase Agreement between the Offeree and the Company. Such award or
sale shall be subject to all applicable terms and conditions of the Plan and may
be subject to any other terms and conditions which are not inconsistent with the
Plan and which the Board deems  appropriate  for  inclusion in a Stock  Purchase
Agreement.  The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

         7.2      DURATION  OF OFFERS.  Unless  otherwise  provided in the Stock
Purchase  Agreement,  any right to acquire shares of Stock under the Plan (other
than an Option)  shall  automatically  expire if not  exercised  by the  Offeree
within  thirty (30) days after the grant of such right was  communicated  to the
Offeree by the Company.


                                       8
<PAGE>


         7.3      PURCHASE PRICE.

                  7.3.1    IN GENERAL. Each Stock Purchase Agreement shall state
the price at which the Stock  subject to such Stock  Purchase  Agreement  may be
purchased (the "PURCHASE PRICE"),  which, with respect to Stock Purchase Rights,
shall be  determined  in the sole  discretion  of the  Administrator;  PROVIDED,
HOWEVER, that the Purchase Price shall be no less than one-hundred (100%) of the
Fair Market Value of the shares of Stock on either the Date of Grant or the date
of purchase of the Purchase Right.

                  7.3.2    TEN PERCENT  STOCKHOLDERS.  A Ten Percent Stockholder
shall not be eligible for  designation  as an Offeree  unless the Purchase Price
(if any) is at least one hundred ten percent  (110%) of the Fair Market Value of
a share of Stock.

                  7.3.3    NON  APPLICABILITY.  The Purchase Price  restrictions
required by SECTIONS 7.3.1 and 7.3.2 shall be inoperative if a determination  is
made by counsel for the Company that such Purchase  Price  restrictions  are not
required in the circumstances under applicable federal or state securities laws.

                  7.3.4    PAYMENT OF PURCHASE  PRICE.  The Purchase Price shall
be payable in a form described in SECTION 8.

         7.4      WITHHOLDING  TAXES.  As a condition to the purchase of shares,
the  Offeree  shall  make such  arrangements  as the Board may  require  for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase.

                        SECTION 8: PAYMENT; RESTRICTIONS

         8.1      GENERAL RULE.  The entire  Purchase Price or Exercise Price of
shares issued under the Plan shall be payable in full by, as applicable, cash or
check for an amount equal to the aggregate  Purchase Price or Exercise Price for
the number of shares being purchased, or in the discretion of the Administrator,
upon  such  terms  as the  Administrator  shall  approve,  (i) in the case of an
Option,  by a copy of instructions to a broker directing such broker to sell the
Stock for  which  such  Option is  exercised,  and to remit to the  Company  the
aggregate  Exercise Price of such Options (a "CASHLESS  EXERCISE"),  (ii) in the
case of an Option or a sale of Stock, by paying all or a portion of the Exercise
Price or Purchase  Price for the number of shares  being  purchased by tendering
Stock owned by the Optionee,  duly endorsed for transfer to the Company,  with a
Fair Market Value on the date of delivery equal to the aggregate  Purchase Price
of the Stock with  respect to which  such  Option or portion  thereof is thereby
exercised  or  Stock  acquired  (a  "STOCK-FOR-STOCK  EXERCISE")  or  (iii) by a
stock-for-stock exercise by means of attestation whereby the Optionee identifies
for delivery  specific  shares of Stock already owned by Optionee and receives a
number of shares of Stock  equal to the  difference  between  the Option  shares
thereby   exercised  and  the  identified   attestation   shares  of  Stock  (an
"ATTESTATION EXERCISE").


                                       9
<PAGE>


         8.2      WITHHOLDING  PAYMENT.  The  Purchase  Price or Exercise  Price
shall  include  payment  of the  amount of all  federal,  state,  local or other
income,  excise or  employment  taxes  subject  to  withholding  (if any) by the
Company or any parent or subsidiary corporation as a result of the exercise of a
Stock Option.  The Optionee may pay all or a portion of the tax  withholding  by
cash  or  check  payable  to  the  Company,   or,  at  the   discretion  of  the
Administrator,  upon  such  terms as the  Administrator  shall  approve,  by (i)
cashless exercise or attestation exercise; (ii) stock-for-stock  exercise; (iii)
in the case of an Option,  by paying all or a portion of the tax withholding for
the number of shares being purchased by withholding  shares from any transfer or
payment to the Optionee ("STOCK  WITHHOLDING");  or (iv) a combination of one or
more of the  foregoing  payment  methods.  Any  shares  issued  pursuant  to the
exercise  of an Option and  transferred  by the  Optionee to the Company for the
purpose of satisfying any  withholding  obligation  shall not again be available
for purposes of the Plan.  The Fair Market Value of the number of shares subject
to Stock Withholding shall not exceed an amount equal to the applicable  minimum
required tax withholding rates.

         8.3      SERVICES  RENDERED.  At the  discretion of the  Administrator,
shares  of Stock may be  awarded  under the Plan in  consideration  of  services
rendered to the Company, a Parent or a Subsidiary prior to the award.

         8.4      PROMISSORY  NOTE. To the extent that a Stock Option  Agreement
or Stock Purchase Agreement so provides, in the discretion of the Administrator,
upon such  terms as the  Administrator  shall  approve,  all or a portion of the
Exercise Price or Purchase Price (as the case may be) of shares issued under the
Plan may be paid with a full-recourse  promissory note; PROVIDED,  HOWEVER, that
payment of any portion of the  Exercise  Price by  promissory  note shall not be
permitted  where such loan would be prohibited by applicable  laws,  regulations
and rules of the Securities and Exchange  Commission and any other  governmental
agency having jurisdiction. However, in the event there is a stated par value of
the shares and  applicable law requires,  the par value of the shares,  if newly
issued,  shall be paid in cash or cash equivalents.  The shares shall be pledged
as  security  for payment of the  principal  amount of the  promissory  note and
interest  thereon.  The interest rate payable under the terms of the  promissory
note  shall not be less than the  minimum  rate (if any)  required  to avoid the
imputation of additional interest under the Code. Subject to the foregoing,  the
Administrator  (at its sole discretion)  shall specify the term,  interest rate,
amortization requirements (if any) and other provisions of such note. Unless the
Administrator  determines otherwise,  shares of Stock having a Fair Market Value
at least  equal to the  principal  amount of the loan  shall be  pledged  by the
holder to the Company as security for payment of the unpaid  balance of the loan
and such pledge  shall be evidenced  by a pledge  agreement,  the terms of which
shall be determined by the Administrator, in its discretion;  PROVIDED, HOWEVER,
that each loan shall comply with all applicable  laws,  regulations and rules of
the Board of Governors of the Federal Reserve System and any other  governmental
agency having jurisdiction.

         8.5      EXERCISE/PLEDGE.  To the extent that a Stock Option  Agreement
or Stock Purchase  Agreement so allows and if Stock is publicly  traded,  in the
discretion  of the  Administrator,  upon such terms as the  Administrator  shall
approve,  payment  may  be  made  all or in  part  by  the  delivery  (on a form
prescribed by the Administrator) of an irrevocable direction to pledge shares to
a securities  broker or lender approved by the Company,  as security for a loan,
and to deliver


                                       10
<PAGE>


all or part of the loan proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.

         8.6      WRITTEN  NOTICE.  The purchaser shall deliver a written notice
to the  Administrator  requesting  that the Company direct the transfer agent to
issue to the  purchaser  (or to his  designee) a  certificate  for the number of
shares of Stock  being  exercised  or  purchased  or, in the case of a  cashless
exercise or share withholding exercise, for any shares that were not sold in the
cashless exercise or withheld.

         8.7      FIRST  REFUSAL  RIGHT.  Each Stock Option  Agreement and Stock
Purchase  Agreement  may provide that the Company  shall have the right of first
refusal (the "FIRST REFUSAL RIGHT"), exercisable in connection with any proposed
sale,  hypothecation or other disposition of the Stock purchased by the Optionee
or Offeree pursuant to a Stock Option Agreement or Stock Purchase Agreement; and
in the event the holder of such Stock desires to accept a BONA FIDE  third-party
offer for any or all of such  Stock,  the Stock  shall  first be  offered to the
Company  upon the same  terms and  conditions  as are set forth in the BONA FIDE
offer.

         8.8      REPURCHASE  RIGHTS.  Each  Stock  Option  Agreement  and Stock
Purchase Agreement may provide that the Company may repurchase the Participant's
Rights as provided in this SECTION 8.8 (the "REPURCHASE RIGHT").

                  8.8.1    REPURCHASE   PRICE.   The   Repurchase   Right  shall
initially  be  exercisable  at a price equal to the  Purchase  Price or Exercise
Price,  as the case may be,  of such  Rights  (the  "PURCHASE  PRICE  REPURCHASE
RIGHT"); PROVIDED, HOWEVER, the Purchase Price Repurchase Right shall lapse at a
rate of at least  20% per  year  over  five  years  from  the date the  Right is
granted.  Following the lapse of the Purchase Price  Repurchase  Right as to any
Rights,  the Repurchase  Right shall continue to be exercisable as to all Rights
at a per share price  equal to the Fair Market  Value of a share of Stock or, in
the  case of  options,  the  Fair  Market  Value of the  Stock  underlying  such
unexercised  options less the Exercise Price.  The Repurchase Right shall in all
cases be subject to SECTION 8.9 hereof.

                  8.8.2    EXERCISE OF REPURCHASE  RIGHT. A Repurchase Right may
be  exercised  only  within  ninety  (90)  days  after  the  termination  of the
Participant's Service (or in the case of Stock issued upon exercise of an Option
or purchased under a Stock Purchase Agreement,  in either case after the date of
termination,  within  ninety  (90) days after the date of the  exercise or Stock
purchase,  whichever is applicable) for cash or for cancellation of indebtedness
incurred in purchasing the shares.

         8.9      TERMINATION OF REPURCHASE AND FIRST REFUSAL RIGHTS. Each Stock
Option  Agreement and Stock  Purchase  Agreement  that  provides for  Repurchase
Rights and/or First Refusal  Rights shall  provide that such  Repurchase  Rights
and/or First  Refusal  Rights shall have no effect when the issuer's  securities
are publicly traded or a  determination  is made by counsel for the Company that
such  Repurchase  Rights  and  First  Refusal  Rights  are not  permitted  under
applicable federal or state securities laws.


                                       11
<PAGE>


         8.10     NO  TRANSFERABILITY.  Except as provided herein, a Participant
may not assign, sell or transfer Rights, in whole or in part, other than by will
or by operation of the laws of descent and distribution.

                  8.10.1   PERMITTED  TRANSFER  OF  NON-QUALIFIED   OPTION.  The
Administrator, in its sole discretion may permit the transfer of a Non-Qualified
Option (but not an ISO or Stock  Purchase  Right) as  follows:  (i) by gift to a
member of the  Participant's  immediate family or (ii) by transfer by instrument
to a trust providing that the Option is to be passed to beneficiaries upon death
of the trustor,  provided  the  beneficiaries  are members of the  Participant's
immediate  family  (either  or both  (i) or  (ii)  referred  to as a  "PERMITTED
TRANSFEREE"). For purposes of this SECTION 8.10.1, "IMMEDIATE FAMILY" shall mean
the Optionee's  spouse (including a former spouse subject to terms of a domestic
relations  order);   child,   stepchild,   grandchild,   child-in-law;   parent,
stepparent,  grandparent,  parent-in-law;  sibling and sibling-in-law, and shall
include adoptive relationships.

                  8.10.2   CONDITIONS   OF   PERMITTED   TRANSFER.   A  transfer
permitted under this SECTION 8.10 hereof may be made only upon written notice to
and approval thereof by  Administrator.  A Permitted  Transferee may not further
assign, sell or transfer the transferred Option, in whole or in part, other than
by will or by  operation  of the laws of descent and  distribution.  A Permitted
Transferee shall agree in writing to be bound by the provisions of this Plan.

                    SECTION 9: ADJUSTMENTS; MARKET STAND-OFF

         9.1      EFFECT OF CERTAIN CHANGES.

                  9.1.1    STOCK DIVIDENDS,  SPLITS, ETC. If there is any change
in the number of outstanding shares of Stock by reason of a stock split, reverse
stock split, stock dividend, recapitalization,  combination or reclassification,
then (i) the number of shares of Stock available for Rights,  (ii) the number of
shares of Stock  covered by  outstanding  Rights,  (iii) the  Exercise  Price or
Purchase  Price of any  Stock  Option or  Purchase  Right and (iv) the limit set
forth in SECTION 4.2, in effect prior to such change,  shall be  proportionately
adjusted by the  Administrator to reflect any increase or decrease in the number
of  issued  shares of  Stock;  PROVIDED,  HOWEVER,  that any  fractional  shares
resulting from the adjustment shall be eliminated.

                  9.1.2    LIQUIDATION, DISSOLUTION, MERGER OR CONSOLIDATION. In
the event of a  dissolution  or  liquidation  of the Company,  or any  corporate
separation or division,  including,  but not limited to, a split-up, a split-off
or a spin-off,  or a sale of substantially  all of the assets of the Company;  a
merger or  consolidation  in which the Company is not the  Surviving  Entity;  a
reverse merger in which the Company is the Surviving  Entity,  but the shares of
Company  stock  outstanding  immediately  preceding  the merger are converted by
virtue of the merger  into other  property,  whether in the form of  securities,
cash or otherwise; or the transfer of more than eighty percent (80%) of the then
outstanding  voting stock of the Company to another person or entity,  then, the
Company,  to the extent  permitted by applicable  law, but otherwise in its sole
discretion may provide for: (i) the  continuation  of outstanding  Rights by the
Company (if the Company is the  Surviving  Entity);  (ii) the  assumption of the
Plan and such outstanding  Rights by the Surviving  Entity or its parent;  (iii)
the  substitution  by  the  Surviving  Entity  or  its  parent  of  Rights  with
substantially  the  same  terms  for  such  outstanding   Rights;  or  (iv)  the
cancellation of such


                                       12
<PAGE>


outstanding Rights without payment of any  consideration,  provided that if such
Rights would be canceled in accordance with the foregoing, the Participant shall
have the right,  exercisable  during the later of the ten (10)-day period ending
on the fifth  (5th) day prior to such merger or  consolidation  or ten (10) days
after the Administrator provides the Rights holder a notice of cancellation,  to
exercise the vested  portion of such Rights in whole or in part, or, if provided
for by the Administrator  using its sole discretion in a notice of cancellation,
to  exercise  such  Rights in whole or in part  without  regard  to any  vesting
provisions in the Rights  agreement,  in either case contingent upon the closing
of the such merger, consolidation or other transaction.

                  9.1.3    FURTHER ADJUSTMENTS.  Subject to SECTION 9.1.2 and to
the  extent  permitted  by  applicable  law,  the  Administrator  shall have the
discretion,  exercisable  at any  time  before  a sale,  merger,  consolidation,
reorganization, liquidation or Change in Control, to take such further action as
it  determines  to  be  necessary  or  advisable,  and  fair  and  equitable  to
Participants,  with respect to Rights.  Such authorized  action may include (but
shall not be limited to)  establishing,  amending  or waiving  the type,  terms,
conditions  or  duration  of, or  restrictions  on,  Rights so as to provide for
earlier,   later,   extended  or   additional   time  for   exercise  and  other
modifications,  and the  Administrator may take such actions with respect to all
Participants,  to  certain  categories  of  Participants  or only to  individual
Participants.  The  Administrator  may take such action before or after granting
Rights to which the action  relates and before or after any public  announcement
with respect to such sale, merger, consolidation, reorganization, liquidation or
Change in Control that is the reason for such action.

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

         9.2      DECISION  OF  ADMINISTRATOR  FINAL.  To the  extent  that  the
foregoing  adjustments  relate  to  stock or  securities  of the  Company,  such
adjustments  shall be made by the  Administrator,  whose  determination  in that
respect shall be final, binding and conclusive; PROVIDED, HOWEVER, that each ISO
granted  pursuant to the Plan shall not be adjusted in a manner that causes such
Stock Option to fail to continue to qualify as an ISO without the prior  consent
of the Optionee thereof.

         9.3      NO OTHER RIGHTS. Except as hereinbefore  expressly provided in
this  SECTION  9,  no  Participant  shall  have  any  rights  by  reason  of any
subdivision  or  consolidation  of shares of Company stock or the payment of any
dividend  or any other  increase  or decrease in the number of shares of Company
stock of any class or by reason of any of the events  described  in SECTION 9.1,
above,  or any other  issue by the  Company of shares of stock of any class,  or
securities  convertible  into  shares  of stock of any  class;  and,  except  as
provided in this SECTION 9, none of the foregoing  events shall  affect,  and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Stock subject to Rights.  The grant of a Right pursuant to the Plan
shall  not  affect  in any  way  the  right  or  power  of the  Company  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business  structures or to merge or to consolidate or to dissolve,  liquidate or
sell, or transfer all or part of its business or assets.


                                       13
<PAGE>


         9.4      MARKET  STAND-OFF.  Each  Stock  Option  Agreement  and  Stock
Purchase  Agreement  shall provide that,  in  connection  with any  underwritten
public offering by the Company of its equity securities pursuant to an effective
registration  statement filed under the Securities Act of 1933, as amended,  the
Participant shall agree not to sell, make any short sale of, loan,  hypothecate,
pledge, grant any option for the repurchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to any Stock  without  the prior  written  consent of the Company or its
underwriters,  for such period of time from and after the effective date of such
registration  statement as may be requested by the Company or such  underwriters
(the "MARKET STAND-OFF").

                      SECTION 10: AMENDMENT AND TERMINATION

         The Board may amend,  suspend or terminate the Plan at any time and for
any  reason.  At the time of such  amendment,  the Board shall  determine,  upon
advice from counsel,  whether such  amendment  will be contingent on stockholder
approval.

                         SECTION 11: GENERAL PROVISIONS

         11.1     GENERAL RESTRICTIONS.

                  11.1.1   NO VIEW TO DISTRIBUTE.  The Administrator may require
each person  acquiring  shares of Stock pursuant to the Plan to represent to and
agree with the  Company  in writing  that such  person is  acquiring  the shares
without a view towards  distribution  thereof.  The certificates for such shares
may include any legend that the  Administrator  deems appropriate to reflect any
restrictions on transfer.

                  11.1.2   LEGENDS.   All   certificates  for  shares  of  Stock
delivered under the Plan shall be subject to such stop transfer orders and other
restrictions  as  the   Administrator   may  deem  advisable  under  the  rules,
regulations and other  requirements  of the Securities and Exchange  Commission,
any  stock  exchange  upon  which the Stock is then  listed  and any  applicable
federal or state  securities laws, and the  Administrator  may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

                  11.1.3   NO RIGHTS  AS  STOCKHOLDER.  Except  as  specifically
provided in this Plan, a  Participant  or a transferee  of a Right shall have no
rights as a stockholder  with respect to any shares  covered by the Rights until
the date of the issuance of a Stock  certificate  to him or her for such shares,
and no  adjustment  shall  be made for  dividends  (ordinary  or  extraordinary,
whether in cash,  securities or other property) or distributions of other rights
for which the record date is prior to the date such Stock certificate is issued,
except as provided in SECTION 9.1, hereof.

         11.2     OTHER  COMPENSATION  ARRANGEMENTS.  Nothing  contained in this
Plan shall  prevent the Board from  adopting  other or  additional  compensation
arrangements,  subject to stockholder approval if such approval is required; and
such  arrangements  may be either  generally  applicable or  applicable  only in
specific cases.

         11.3     DISQUALIFYING  DISPOSITIONS.  Any Participant who shall make a
"DISPOSITION"  (as  defined in Section 424 of the Code) of all or any portion of
an ISO within two years from the


                                       14
<PAGE>


date of grant of such ISO or within one year after the issuance of the shares of
Stock acquired upon exercise of such ISO shall be required to immediately advise
the Company in writing as to the  occurrence of the sale and the price  realized
upon the sale of such shares of Stock.

         11.4     REGULATORY  MATTERS.  Each Stock  Option  Agreement  and Stock
Purchase  Agreement  shall  provide  that no shares  shall be  purchased or sold
thereunder  unless and until (i) any then  applicable  requirements  of state or
federal laws and regulatory  agencies shall have been fully complied with to the
satisfaction of the Company and its counsel and (ii) if required to do so by the
Company,  the  Optionee or Offeree  shall have  executed  and  delivered  to the
Company  a  letter  of  investment  intent  in such  form  and  containing  such
provisions as the Board or Committee may require.

         11.5     RECAPITALIZATIONS.  Each  Stock  Option  Agreement  and  Stock
Purchase Agreement shall contain  provisions  required to reflect the provisions
of SECTION 9.

         11.6     DELIVERY.  Upon  exercise of a Right  granted under this Plan,
the Company shall issue Stock or pay any amounts due within a reasonable  period
of time  thereafter.  Subject  to any  statutory  obligations  the  Company  may
otherwise  have,  for purposes of this Plan,  thirty days shall be  considered a
reasonable period of time.

         11.7     OTHER  PROVISIONS.  The  Stock  Option  Agreements  and  Stock
Purchase Agreements  authorized under the Plan may contain such other provisions
not inconsistent with this Plan,  including,  without  limitation,  restrictions
upon the exercise of the Rights, as the Administrator may deem advisable.

                     SECTION 12: INFORMATION TO PARTICIPANTS

         To the extent necessary to comply with California law, the Company each
year shall furnish to Participants its balance sheet and income statement unless
such  Participants  are limited to key  Employees  whose duties with the Company
assure them access to equivalent information.

                       SECTION 13: STOCKHOLDERS AGREEMENT

         As a condition  to the  transfer of Stock  pursuant to a Right  granted
under this Plan, the  Administrator,  in its sole and absolute  discretion,  may
require the  Participant  to execute and become a party to any  agreement by and
among the Company and any of its stockholders  which exists on or after the Date
of Grant (the "STOCKHOLDERS AGREEMENT"). If the Participant becomes a party to a
Stockholders  Agreement,  in  addition  to the  terms of this Plan and the Stock
Option Agreement or Stock Purchase Agreement  (whichever is applicable) pursuant
to which the Stock is  transferred,  the terms and  conditions  of  Stockholders
Agreement shall govern Participant's rights in and to the Stock; and if there is
any conflict between the provisions of the Stockholders  Agreement and this Plan
or any conflict  between the  provisions of the  Stockholders  Agreement and the
Stock Option  Agreement or Stock  Purchase  Agreement  (whichever is applicable)
pursuant to which the Stock is transferred,  the provisions of the  Stockholders
Agreement shall be controlling. Notwithstanding anything to the contrary in this
SECTION 13, if the  Stockholders  Agreement  contains any provisions which would
violate Section 25102(o) of the California  Corporations  Code if applied to the
Participant,  the  terms of this Plan and the Stock  Option  Agreement  or Stock
Purchase  Agreement  (whichever  is  applicable)  pursuant to which the Stock is
transferred  shall  govern  the  Participant's   rights  with  respect  to  such
provisions.


                                       15
<PAGE>


                       SECTION 14: EFFECTIVE DATE OF PLAN

         The  effective  date  of this  Plan is as of  February  __,  2007.  The
adoption of the Plan is subject to approval by the Company's stockholders, which
approval  must be obtained  within  twelve (12) months from the date the Plan is
adopted by the Board.  In the event that the  stockholders  fail to approve  the
Plan within  twelve (12) months after its  adoption by the Board,  any grants of
Options  or sales or awards  of  shares  that  have  already  occurred  shall be
rescinded,  and no additional  grants,  sales or awards shall be made thereafter
under the Plan.

                            SECTION 15: TERM OF PLAN

         The Plan shall  terminate  automatically  on February __, 2017,  but no
later than prior to the 10th  anniversary of the effective  date. No Right shall
be granted pursuant to the Plan after such date, but Rights theretofore  granted
may extend  beyond that date.  The Plan may be  terminated  on any earlier  date
pursuant to SECTION 10 hereof.

                             SECTION 16: EXECUTION.

         To record the adoption of the Plan by the Board, the Company has caused
its authorized officer to execute the same as of February __, 2007.



                                    MPLC, INC.

                                    /s/ Burton Katz
                                    ----------------------------
                                    By:  Burton Katz
                                    Its: Chief Executive Officer


                                       16