LEGEND
MEDIA STOCK OPTION PLAN

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      TABLE
OF CONTENTS

    

     

    
      	 	 	 Page
	 	 	 
	
              ARTICLE I

            	
              PURPOSE

            	
              1

            
	 	 	 
	
              ARTICLE
      II

            	
              DEFINITIONS

            	
              1

            
	
              2.1

            	
              Affiliate

            	
              1

            
	
              2.2

            	
              Award

            	
              1

            
	
              2.3

            	
              Award
      Agreement

            	
              1

            
	
              2.4

            	
              Board

            	
              1

            
	
              2.5

            	
              Cause

            	
              1

            
	
              2.6

            	
              Change
      of Control

            	
              2

            
	
              2.7

            	
              Code

            	
              4

            
	
              2.8

            	
              Committee

            	
              4

            
	
              2.9

            	
              Common
      Stock

            	
              4

            
	
              2.10

            	
              Company

            	
              4

            
	
              2.11

            	
              Consultant

            	
              4

            
	
              2.12

            	
              Director

            	
              4

            
	
              2.13

            	
              Effective
      Date

            	
              4

            
	
              2.14

            	
              Employee

            	
              4

            
	
              2.15

            	
              Exchange
      Act

            	
              4

            
	
              2.16

            	
              Fair
      Market Value

            	
              4

            
	
              2.17

            	
              Family
      Member

            	
              5

            
	
              2.18

            	
              Good
      Reason

            	
              5

            
	
              2.19

            	
              Holder

            	
              5

            
	
              2.20

            	
              Incentive
      Stock Option

            	
              5

            
	
              2.21

            	
              Non-Qualified
      Stock Option

            	
              5

            
	
              2.22

            	
              Option

            	
              5

            
	
              2.23

            	
              Option
      Agreement

            	
              5

            
	
              2.24

            	
              Plan

            	
              5

            
	
              2.25

            	
              Publicly
      Traded

            	
              5

            
	
              2.26

            	
              Rule
      16b-3

            	
              5

            
	
              2.27

            	
              Section
      162(m)

            	
              5

            
	
              2.28

            	
              Section
      409A

            	
              6

            
	
              2.29

            	
              Ten
      Percent Shareholder

            	
              6

            
	
              2.30

            	
              Total
      and Permanent Disability

            	
              6

            
	 	 	 
	
              ARTICLE
      III

            	
              EFFECTIVE
      DATE OF PLAN

            	
              6

            
	 	 	 
	
              ARTICLE
      IV

            	
              ADMINISTRATION

            	
              6

            
	
              4.1

            	
              Composition
      of Committee

            	
              6

            
	
              4.2

            	
              Powers

            	
              6

            
	
              4.3

            	
              Additional
      Powers

            	
              7

            
	
              4.4

            	
              Committee
      Action

            	
              7

            
	
              4.5

            	
              No
      Exercise of Authority Resulting in Nonqualified Deferred
      Compensation

            	
              7

            
	
               

            	 	 
	
              ARTICLE
      V

            	
              STOCK
      SUBJECT TO PLAN AND LIMITATIONS THEREON

            	
              7

            
	
              5.1

            	
              Stock
      Grant and Award Limits

            	
              7

            
	
              5.2

            	
              Stock
      Offered

            	
              8

            


    

     

    
      
         

      

      
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    TABLE OF CONTENTS

    (continued)

     

    
      	 	 	Page
	 	 	 
	
              ARTICLE
      VI

            	
              ELIGIBILITY
      FOR AWARDS; IMPACT OF TERMINATION  OF
      EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS ON AWARDS

            	
              8

            
	
              6.1

            	
              Eligibility

            	
              8

            
	
              6.2

            	
              Termination
      of Employment

            	
              8

            
	
              6.3

            	
              Termination
      of Director Status

            	
              9

            
	
              6.4

            	
              Termination
      of Consultant Status

            	
              10

            
	
              6.5

            	
              Special
      Termination Rule

            	
              10

            
	
               

            	 	 
	
              ARTICLE
      VII

            	
              OPTION
      TERMS

            	
              11

            
	
              7.1

            	
              Option
      Period

            	
              11

            
	
              7.2

            	
              Limitations
      on Exercise of Option; Vesting

            	
              11

            
	
              7.3

            	
              Special
      Limitations on Incentive Stock Options

            	
              11

            
	
              7.4

            	
              Option
      Agreement

            	
              12

            
	
              7.5

            	
              Option
      Exercise Price and Payment

            	
              12

            
	
              7.6

            	
              Shareholder
      Rights and Privileges

            	
              12

            
	
              7.7

            	
              Options
      and Rights in Substitution for Stock Options Granted by Other
      Corporations

            	
              12

            
	 	 	 
	
              ARTICLE
      VIII

            	
              RECAPITALIZATION
      OR REORGANIZATION

            	
              13

            
	
              8.1

            	
              Adjustments
      to Common Stock

            	
              13

            
	
              8.2

            	
              Recapitalization

            	
              13

            
	
              8.3

            	
              Change
      of Control

            	
              13

            
	
              8.4

            	
              Other
      Events

            	
              14

            
	
              8.5

            	
              Powers
      Not Affected

            	
              14

            
	
              8.6

            	
              No
      Adjustment for Certain Awards

            	
              14

            
	
              8.7

            	
              No
      Adjustment to Result in Nonqualified Deferred Compensation

            	
              14

            
	
               

            	 	 
	
              ARTICLE
      IX

            	
              AMENDMENT
      AND TERMINATION OF PLAN

            	
              15

            
	
              9.1

            	
              Amendment

            	
              15

            
	
              9.2

            	
              Termination

            	
              15

            


    

     

    
      	
              ARTICLE
      X

            	
              MISCELLANEOUS

            	
              15

            
	
              10.1

            	
              No
      Right to Award

            	
              15

            
	
              10.2

            	
              No
      Rights Conferred

            	
              15

            
	
              10.3

            	
              Other
      Laws; Withholding

            	
              15

            
	
              10.4

            	
              No
      Restriction on Corporate Action

            	
              16

            
	
              10.5

            	
              Restrictions
      on Transfer

            	
              16

            
	
              10.6

            	
              Beneficiary
      Designations

            	
              16

            
	
              10.7

            	
              Rule
      16b-3

            	
              16

            
	
              10.8

            	
              Section
      162(m)

            	
              16

            
	
              10.9

            	
              Other
      Plans

            	
              17

            
	
              10.10

            	
              Limits
      of Liability

            	
              17

            
	
              10.11

            	
              Governing
      Law

            	
              17

            
	
              10.12

            	
              Severability
      of Provisions

            	
              17

            
	
              10.13

            	
              No
      Funding

            	
              17

            
	
              10.14

            	
              Headings

            	
              17

            


    

     

    
      
         

      

      
        -ii-

        
          

        

      

      
         

      

    

     

    
      LEGEND
MEDIA STOCK OPTION PLAN

      


      ARTICLE
I

      PURPOSE

       

      The
purpose of this Legend Media Stock Option Plan (the “Plan”) is to benefit
the shareholders of Legend Media, Inc., a Nevada corporation (the “Company”), by
assisting the Company to attract, retain and provide incentives to Employees and
Directors of, and non-employee Consultants to, the Company and its Affiliates,
and to align the interests of such Employees, Directors and Consultants with
those of the Company’s shareholders.  Accordingly, the Plan provides
for the granting of Incentive Stock Options and Non-Qualified Stock Options, as
provided herein, as may be best suited to the circumstances of the particular
Employee, Director or Consultant.

       

      ARTICLE
II

      DEFINITIONS

       

      The
following capitalized words and phrases, when used in the text of this document,
shall have the meanings set forth below.  Except where otherwise
clearly indicated by the context, words in the masculine gender include the
feminine gender, and vice versa, and, wherever any words are used in the
singular form, they shall be construed as if they were also used in the plural
form in all cases where the plural form would so apply, and vice
versa.  Any term used herein without an initial capital letter that is
used in a provision of the Code or the Exchange Act with which the Plan must
comply to meet the requirements of such provision of the Code or the Exchange
Act shall be interpreted as having the meaning used in such provision of the
Code or Exchange Act, if necessary for the Plan to comply with such
provision.  Where a definition includes rules regarding the
definition, those rules shall apply.

       

      
        	
                2.1

              	
                “Affiliate”
      shall mean any person or entity which, at the time of reference, directly,
      or indirectly through one or more intermediaries, controls, is controlled
      by, or is under common control with, the
  Company.

              


      

       

      
        	
                2.2

              	
                “Award” shall
      mean, individually or collectively, any
Option.

              


      

       

      
        	
                2.3

              	
                “Award
      Agreement” shall mean a written agreement between the Company and
      the Holder with respect to an Award, each of which shall constitute a part
      of the Plan.

              


      

       

      
        	
                2.4

              	
                “Board” shall
      mean the Board of Directors of the
Company.

              


      

       

      
        	
                2.5

              	
                “Cause” shall
      have the meaning set forth in the applicable Award Agreement or, if not
      specifically defined in the Award Agreement, shall mean, with respect to
      an Employee, the Employee’s (a) failure to substantially perform his
      duties in connection with his employment by the Company, as determined by
      the Board in its sole discretion, (b) willful engagement in conduct
      which is injurious to the business or reputation of the Company, as
      determined by the Board in its sole discretion, (c) violation of any
      Company policy, as determined by the Board in its sole discretion, or
      (d) felony conviction.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                2.6

              	
                “Change of
      Control” shall mean one or more of the
  following:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A change in the
      ownership of the Company.  A change in the ownership of
      the Company occurs on the date that any one person, or more than one
      person acting as a group (as determined under Subsection (d), a “Group”),
      acquires ownership of stock of the Company that, together with stock held
      by such person or Group, constitutes more than fifty percent (50%) of the
      total fair market value or total voting power of the stock of the
      Company.  However, if any one person or a Group is considered to
      own more than fifty percent (50%) of the total fair market value or total
      voting power of the stock of the Company, the acquisition of additional
      stock by the same person or persons is not considered to cause a change in
      the ownership of the Company (or to cause a change in the effective
      control of the Company (within the meaning of Subsection (b),
      below)).  An increase in the percentage of stock owned by any
      one person, or a Group, as a result of a transaction in which the Company
      acquires its stock in exchange for property will be treated as an
      acquisition of stock for purposes of this Section.  This
      Subsection (a) applies only when there is a transfer of stock of the
      Company (or issuance of stock of the Company) and stock in the Company
      remains outstanding after the transaction (see, Subsection (c) for rules
      regarding the transfer of assets of the
  Company).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A change in the
      effective control of the
Company.

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Notwithstanding
      that the Company has not undergone a change in ownership, as described in
      Subsection (a), above, a change in the effective control of the Company
      occurs on either of the following
dates:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                The
      date any one person, or a Group, acquires (or has acquired during the
      twelve- (12-) month period ending on the date of the most recent
      acquisition by such person or persons) ownership of stock of the Company
      possessing thirty percent (30%) or more of the total voting power of the
      stock of the Company; or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                The
      date a majority of members of the Company’s board of directors is replaced
      during any twelve- (12-) month period by directors whose appointment or
      election is not endorsed by a majority of the members of the Company’s
      board of directors before the date of the appointment or election,
      provided that for purposes of this paragraph (B), the term Company refers
      solely to (i) the corporation for whom a Holder is performing services at
      the time of the Change in Control event, (ii) the corporation that is
      liable for the payment of the nonqualified deferred compensation (or all
      corporations liable for the payment if more than one corporation is
      liable) to Holders, or (iii) a corporation that is a majority shareholder
      of a corporation identified in paragraph (i) or (ii), or any corporation
      in a chain of corporations in which each corporation is a majority
      shareholder of another corporation in the chain, ending in a corporation
      identified in paragraph (i) or
(ii).

              


      

       

      In the
absence of an event described in paragraph (A) or (B), a change in the effective
control of the Company will not have occurred.

       

       

      LEGEND MEDIA STOCK OPTION PLAN

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

       

      
        	
                 
      

              	
                (2)

              	
                Acquisition of
      additional control.  If any one person, or a Group, is
      considered to effectively control the Company (within the meaning of this
      Subsection (b)), the acquisition of additional control of the Company
      by the same person or persons is not considered to cause a change in the
      effective control of the Company (or to cause a change in the ownership of
      the Company within the meaning of Subsection
  (a)).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A change in the
      ownership of a substantial portion of the Company’s
      assets.

              


      

       

      
        	
                 
      

              	
                (1)

              	
                A
      change in the ownership of a substantial portion of the Company’s assets
      occurs on the date that any one person, or a Group, acquires (or has
      acquired during the twelve- (12-) month period ending on the date of the
      most recent acquisition by such person or persons) assets from the Company
      that have a total “gross fair market value” equal to or more than forty
      percent (40%) of the total “gross fair market value” of all of the assets
      of the Company immediately before such acquisition or
      acquisitions.  For this purpose, “gross fair market value” means
      the value of the assets of the Company, or the value of the assets being
      disposed of, determined without regard to any liabilities associated with
      such assets.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Notwithstanding
      paragraph (1), there is no Change in Control event under this Subsection
      (c) when there is a transfer to an entity that is controlled by the
      shareholders of the transferring corporation immediately after the
      transfer, as provided in this paragraph (2).  A transfer of
      assets by a corporation is not treated as a change in the ownership of
      such assets if the assets are transferred
to:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                A
      shareholder of the Company (immediately before the asset transfer) in
      exchange for or with respect to its
stock;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                An
      entity, fifty percent (50%) or more of the total value or voting power of
      which is owned, directly or indirectly, by the
  Company;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                A
      person, or a Group, that owns, directly or indirectly, fifty percent (50%)
      or more of the total value or voting power of all the outstanding stock of
      the Company; or

              


      

       

      
        	
                 
      

              	
                (D)

              	
                An
      entity, at least fifty percent (50%) of the total value or voting power of
      which is owned, directly or indirectly, by a person described in paragraph
      (C).

              


      

       

      For
purposes of this paragraph (2) and except as otherwise provided, a person’s
status is determined immediately after the transfer of the assets.

       

      
        	
                 
      

              	
                (d)

              	
                Persons acting as a
      Group.  For purposes of the definition of “Change of
      Control,” persons will not be considered to be acting as a Group solely
      because they purchase assets of the same corporation at the same time, or
      as a result of the same public offering.  However, persons will
      be considered to be acting as a Group if they are owners of a corporation
      that enters into a merger, consolidation, purchase or acquisition of
      assets, or similar business transaction with the
      corporation.  If a person, including an entity shareholder, owns
      stock in both corporations that enter into a merger, consolidation,
      purchase or acquisition of stock, or similar transaction, such shareholder
      is considered to be acting as a Group with other shareholders in a
      corporation only to the extent of the ownership in that corporation before
      the transaction giving rise to the change and not with respect to the
      ownership interest in the other
corporation.

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

      

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	
                2.7

              	
                “Code” shall
      mean the Internal Revenue Code of 1986, as amended.  References
      in the Plan to any section of the Code are deemed to include any
      amendments or successor provisions to such section and any regulation
      promulgated by the U.S. Department of Treasury under such
      section.

              


      

       

      
        	
                2.8

              	
                “Committee”
      shall mean a committee of not less than two (2) members of the Board who
      are selected by the Board as provided in
  Section 4.1.

              


      

       

      
        	
                2.9

              	
                “Common Stock”
      shall mean Common Stock, par value $ .001 per share, of the
      Company.

              


      

       

      
        	
                2.10

              	
                “Company” shall
      mean Legend Media, Inc., a Nevada corporation, and any successor
      thereto.

              


      

       

      
        	
                2.11

              	
                “Consultant”
      shall mean any individual who is neither an Employee nor a Director who is
      engaged by the Company or an Affiliate to perform consulting services
      therefor.

              


      

       

      
        	
                2.12

              	
                “Director” shall
      mean an individual who is a member of the Board or a member of the board
      of directors of an Affiliate but, in either case, who is not an
      Employee.

              


      

       

      
        	
                2.13

              	
                “Effective Date”
      shall mean December 22, 2008.

              


      

       

      
        	
                2.14

              	
                “Employee” shall
      mean any individual who is employed as a common law employee by the
      Company or an Affiliate.  The determination of whether an
      individual is an Employee, an independent contractor or any other
      classification of worker or service provider and the determination of
      whether an individual is classified as a member of any particular
      classification of employees shall be made solely in accordance with the
      classifications used by the Company or Affiliate, as applicable, and shall
      not be dependent on, or change due to, the treatment of the individual for
      any purposes under the Code, common law or any other law, or any
      determination made by any court or government
  agency.

              


      

       

      
        	
                2.15

              	
                “Exchange Act”
      shall mean the Securities Exchange Act of 1934, as
  amended.

              


      

       

      
        	
                2.16

              	
                “Fair Market
      Value” shall mean, as of any specified date, the average of the
      reported high and low sales prices of the Common Stock on the stock
      exchange composite tape on that date, or if no sales prices are reported
      on that date, on the last preceding date on which such prices of the
      Common Stock are so reported.  If the Common Stock is traded
      over-the-counter at the time a determination of its Fair Market Value is
      required to be made hereunder, its Fair Market Value shall be deemed to be
      equal to the average between the reported high and low or closing bid and
      asked prices of the Common Stock on the most recent date on which the
      Common Stock was so traded.

              


      

       

      
         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

      

       

      
        	
                2.17

              	
                “Family Member”
      shall mean any child, stepchild, grandchild, grandparent, parent,
      step-parent spouse, former spouse, sibling, niece, nephew, mother-in-law,
      father-in-law, son-in-law, daughter-in-law, brother-in-law, or
      sister-in-law, including adoptive relationships, any person sharing the
      Holder’s household (other than a tenant or the Holder), a trust in which
      such persons have more than fifty percent (50%) of the beneficial
      interest, a foundation in which such persons (or the Holder) control the
      management of assets, and any other entity in which such persons (or the
      Holder) own more than fifty percent (50%) of the voting
      interests.

              


      

       

      
        	
                2.18

              	
                “Good Reason”
      shall mean: (a) the material reduction of an Employee’s base salary, (b)
      the material adverse change, without his or her consent, of an Employee’s
      title, authority, duties or responsibilities from those immediately prior
      to Change of Control, or (c) the material breach by the Company of any
      material terms of the Employee’s employment which has not been cured
      within thirty (30) days after a notice has been given by the Employee to
      the Company.  

              


      

       

      
        	
                2.19

              	
                “Holder” shall
      mean an Employee, Director or Consultant who has been granted an
      Award.

              


      

       

      
        	
                2.20

              	
                “Incentive Stock
      Option” shall mean an Option which is an “incentive stock option”
      within the meaning of Section 422 of the
Code.

              


      

       

      
        	
                2.21

              	
                “Non-Qualified Stock
      Option” shall mean an Option which is not an Incentive Stock
      Option.

              


      

       

      
        	
                2.22

              	
                “Option” shall
      mean an Award granted under Article VII of the Plan of an option to
      purchase shares of Common Stock and includes both Incentive Stock Options
      and Non-Qualified Stock Options.

              


      

       

      
        	
                2.23

              	
                “Option
      Agreement” shall mean a written agreement between the Company and a
      Holder with respect to an Option, each of which shall constitute a part of
      the Plan.

              


      

       

      
        	
                2.24

              	
                “Plan” shall
      mean the Legend Media Stock Option Plan, as set forth herein and as
      amended from time to time, together with each Award
    Agreement.

              


      

       

      
        	
                2.25

              	
                “Publicly
      Traded” shall mean, for purposes of Sections 5.1 and 10.8, that the
      Company or an Affiliate has issued any class of common equity securities
      required to be registered under section 12 of the Exchange Act.
      

              


      

       

      
        	
                2.26

              	
                “Rule 16b-3”
      shall mean Rule 16b-3 promulgated by the Securities and Exchange
      Commission under the Exchange Act, as such may be amended from time to
      time, and any successor rule, regulation or statute fulfilling the same or
      a substantially similar function.

              


      

       

      
        	
                2.27

              	
                “Section 162(m)”
      shall mean Section 162(m) of the Code and any related Treasury regulations
      promulgated or IRS guidance issued
thereunder.

              


      

       

      
         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            5

            
              

            

          

          
             

          

        

      

       

       

      
        	
                2.28

              	
                “Section 409A”
      shall mean Section 409A of the Code and any related Treasury regulations
      promulgated or IRS guidance issued
thereunder.

              


      

       

      
        	
                2.29

              	
                “Ten Percent
      Shareholder” shall mean an Employee who, at the time an Option is
      granted to him or her, owns more than ten percent (10%) of the total
      combined voting power of all classes of stock of the Company or of any
      parent corporation or subsidiary corporations thereof (both as defined in
      Section 424 of the Code), within the meaning of Section 422(b)(6) of
      the Code.

              


      

       

      
        	
                2.30

              	
                “Total and Permanent
      Disability” shall mean one of the
  following:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      inability of the Holder to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment that
      can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve (12)
  months;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Holder is, by reason of any medically determinable physical or mental
      impairment that can be expected to result in death or can be expected to
      last for a continuous period of not less than twelve (12) months,
      receiving income replacement benefits for a period of not less than three
      (3) months under an accident and health plan covering employees of the
      Employer for whom the Employee performs services;
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Holder is determined to be totally disabled by the Social Security
      Administration.

              


      

       

      Solely
with respect to Incentive Stock Options, the term shall have the meaning set
forth in Section 22(e)(3) of the Code.

       

      ARTICLE
III

      EFFECTIVE DATE OF
PLAN

       

      The Plan
shall be effective as of the Effective Date, provided that the Plan is approved
by the shareholders of the Company on or within twelve (12) months of the
Effective Date.

       

      ARTICLE
IV

      ADMINISTRATION

       

      
        	
                4.1

              	
                Composition of
      Committee.  The Plan shall be administered by the
      Committee, which shall be constituted so as to permit applicable Awards
      under the Plan to constitute “performance-based compensation” for purposes
      of Section 162(m).

              


      

       

      
        	
                4.2

              	
                Powers.  Subject
      to the provisions of the Plan, the Committee shall have the sole
      authority, in its discretion, to determine which individuals shall receive
      an Award, the time or times when such Award shall be made, what type of
      Award shall be granted, the size of the Award and the number of shares of
      Common Stock which may be issued under such Award, as
      applicable.  In making such determinations the Committee may
      take into account the nature of the services rendered by the respective
      individuals, their present and potential contribution to the Company’s (or
      the Affiliate’s) success and such other factors as the Committee in its
      discretion shall deem relevant.

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            6

            
              

            

          

          
             

          

        

      

       

      
        	
                4.3

              	
                Additional
      Powers.  In addition to the powers described elsewhere in
      the Plan, the Committee specifically is given the discretionary authority
      and such powers as are necessary for the proper administration of the
      Plan, including, but not limited to, the duties and powers described in
      this Section 4.3.  Subject to the express provisions of the
      Plan, the Committee is authorized to construe the Plan and the respective
      Award Agreements executed hereunder, to prescribe and enforce such rules
      and regulations relating to the Plan as it may deem advisable to carry out
      the intent of the Plan, and to determine and amend, subject to the
      provisions of Article VIII, (including but not limited to cashing out
      Awards, extending the exercise period of Options and accelerating the
      vesting of Awards) the terms, restrictions and provisions of each Award,
      including such terms, restrictions and provisions as shall be requisite in
      the judgment of the Committee to cause designated Options to qualify as
      Incentive Stock Options, and to make all other determinations necessary or
      advisable for administering the Plan.  The Committee may correct
      any defect or supply any omission or reconcile any inconsistency in any
      Award Agreement in the manner and to the extent it shall deem expedient to
      carry it into effect.  Except as set forth in Article VIII, the
      Committee may not reduce the exercise price of any outstanding
      Options.  The determinations of the Committee on any Plan
      matters shall be conclusive and binding on all
  parties.

              


      

       

      
        	
                4.4

              	
                Committee
      Action.  In the absence of specific rules to the
      contrary, action by the Committee shall require the consent of a majority
      of the members of the Committee, expressed either orally at a meeting of
      the Committee or in writing in the absence of a
  meeting.

              


      

       

      
        	
                4.5

              	
                No Exercise of
      Authority Resulting in Nonqualified Deferred
      Compensation.  Notwithstanding any other provision of the
      Plan to the contrary, the Committee shall not exercise its authority with
      respect to the Plan or any Award in any manner that would result in such
      Award being considered “deferred compensation,” within the meaning of
      Section 409A, so as to cause such Award or the Plan to become subject
      to the requirements of
Section 409A.

              


      

       

      ARTICLE
V

      STOCK SUBJECT TO PLAN AND
LIMITATIONS THEREON

       

      
        	
                5.1

              	
                Stock Grant and Award
      Limits.  The Committee may from time to time grant Awards
      to one or more Employees, Directors and/or Consultants who are determined
      by it to be eligible for participation in the Plan in accordance with the
      provisions of Article VI.  Subject to Article VIII,
    

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      aggregate number of shares of Common Stock that may be issued under the
      Plan shall not exceed 15,000,000 shares
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      aggregate number of shares of Common Stock that may be issued under the
      Plan as Incentive Stock Options, shall not exceed 15,000,000
      shares.

              


      

       

      Shares
shall be deemed to have been issued under the Plan solely to the extent actually
issued and delivered pursuant to an Award.  To the extent that an
Award lapses or the rights of its Holder terminate, any shares of Common Stock
subject to such Award shall again be available for the grant of a new
Award.

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            7

            
              

            

          

          
             

          

        

      

       

      Notwithstanding
any provision in the Plan to the contrary, the maximum number of shares of
Common Stock that may be granted as Options under Article VII to any one
Employee, Director or Consultant during any calendar year, shall be 15,000,000
shares (subject to adjustment in the same manner as provided in Article VIII
with respect to shares of Common Stock subject to Awards then
outstanding).  If the Company is Publicly Traded, the limitation set
forth in the preceding sentence shall be applied in a manner which shall permit
compensation generated in connection with the exercise of Options to constitute
“performance-based” compensation for purposes of Section 162(m), including,
but not limited to, counting against such maximum number of shares, to the
extent required under Section 162(m), any shares subject to Options that are
canceled or repriced.

       

      
        	
                5.2

              	
                Stock
      Offered.  The stock to be offered pursuant to the grant
      of an Award may be authorized but unissued Common Stock, Common Stock
      purchased on the open market or Common Stock previously issued and
      outstanding and reacquired by the
Company.

              


      

       

      ARTICLE
VI

      ELIGIBILITY FOR AWARDS;
IMPACT OF TERMINATION OF

      EMPLOYMENT, DIRECTOR STATUS
OR CONSULTANT STATUS ON
AWARDS

       

      
        	
                6.1

              	
                Eligibility.  Awards
      made under the Plan may be granted solely to persons who, at the time of
      grant, are Employees, Directors or Consultants.  An Award may be
      granted on more than one occasion to the same Employee, Director or
      Consultant, and, subject to the limitations set forth in the Plan, such
      Award may include, a Non-Qualified Stock Option or, solely for Employees,
      an Incentive Stock Option.

              


      

       

      
        	
                6.2

              	
                Termination of
      Employment.  Except to the extent inconsistent with the
      terms of the applicable Award Agreement and/or the provisions of
      Section 6.5, the following terms and conditions shall apply with
      respect to the termination of a Holder’s employment with the Company or an
      Affiliate, as applicable, for any reason, including, without limitation,
      retirement upon or after attaining age sixty-five (65), Total and
      Permanent Disability or death.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Unvested Non-Qualified
      Stock Options and Incentive Stock Options.  Options that
      are not vested at termination of employment shall
  lapse.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Vested Non-Qualified
      Stock Options.  The Holder’s rights, if any, to exercise
      any then vested and exercisable Non-Qualified Stock Options shall
      terminate:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                If
      such termination is for a reason other than the Holder’s retirement upon
      or after attaining age sixty-five (65), Total and Permanent Disability or
      death, on the earlier of (i) ninety (90) days after the date of such
      termination of employment and (ii) the expiration date of the
      Non-Qualified Stock Options.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                If
      such termination is on account of the Holder’s retirement upon or after
      attaining age sixty-five (65) or on account of the Holder’s Total and
      Permanent Disability, the earlier of (i) one (1) year after the date of
      such termination of employment and (ii) the expiration date of the
      Non-Qualified Stock Options.

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            8

            
              

            

          

          
             

          

           

        

      

      
        	
                 
      

              	
                (3)

              	
                If
      such termination is on account of the Holder’s death, the earlier of
      (i) one (1) year after the date of the Holder’s death and (ii) the
      expiration date of the Non-Qualified Stock
  Options.

              


      

       

      Upon such
applicable date the Holder (and such Holder’s estate, designated beneficiary or
other legal representative) shall forfeit any rights or interests in or with
respect to any such Non-Qualified Stock Options.

       

      
        	
                 
      

              	
                (c)

              	
                Vested Incentive Stock
      Options.  The Holder’s rights, if any, to exercise any
      then vested and exercisable Incentive Stock Options shall
      terminate:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                If
      such termination is for a reason other than the Holder’s Total and
      Permanent Disability or death, the earlier of (i) ninety (90) days after
      the date of such termination of employment and (ii) the expiration date of
      the Incentive Stock Options.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                If
      such termination is on account of the Holder’s Total and Permanent
      Disability, the earlier of (i) one (1) year after the date of such
      termination of employment or (ii) the expiration date of the Incentive
      Stock Options.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                If
      such termination is on account of the Holder’s death, the earlier of
      (i) one (1) year after the date of the Employee’s death and (ii) the
      expiration date of the Incentive Stock
Options.

              


      

       

      Upon such
applicable date the Holder (and such Holder’s estate, designated beneficiary or
other legal representative) shall forfeit any rights or interests in or with
respect to any such Incentive Stock Options.

       

      
        	
                6.3

              	
                Termination of
      Director Status.  Except to the extent inconsistent with
      the terms of the applicable Award Agreement and/or the provisions of
      Section 6.5, the following terms and conditions shall apply with
      respect to the termination of a Holder’s Director status, for any reason,
      including, without limitation, retirement upon or after attaining age
      sixty-five (65), Total and Permanent Disability or
  death.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Unvested Non-Qualified
      Stock Options.  Non-Qualified Stock Options that are not
      vested at termination of Director status shall
  lapse.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Vested Non-Qualified
      Stock Options.  The Holder’s rights, if any, to exercise
      any then vested and exercisable Non-Qualified Stock Options shall
      terminate:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                If
      such termination is for a reason other than the Holder’s retirement upon
      or after attaining age sixty-five (65), Total and Permanent Disability or
      death, on the earlier of (i) ninety (90) days after the date of such
      termination of Director status and (ii) the expiration date of the
      Non-Qualified Stock Options.

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            9

            
              

            

          

          
             

          

        

      

       

      
        	
                 
      

              	
                (2)

              	
                If
      such termination is on account of the Holder’s retirement upon or after
      attaining age sixty-five (65) or on account of the Holder’s Total and
      Permanent Disability, the earlier of (i) one (1) year after the date of
      such termination of Director status and (ii) the expiration date of the
      Non-Qualified Stock Options.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                If
      such termination is on account of the Holder’s death, the earlier of
      (i) one (1) year after the date of the Holder’s death and (ii) the
      expiration date of the Non-Qualified Stock
  Options.

              


      

       

      Upon such
applicable date the Holder (and such Holder’s estate, designated beneficiary or
other legal representative) shall forfeit any rights or interests in or with
respect to any such Non-Qualified Stock Options.

       

      
        	
                6.4

              	
                Termination of
      Consultant Status.  Except to the extent inconsistent
      with the terms of the applicable Award Agreement and/or the provisions of
      6.5, the following terms and conditions shall apply with respect to the
      termination of a Holder’s Consultant status, for any
    reason:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Unvested Non-Qualified
      Stock Options.  Non-Qualified Stock Options that are not
      vested at termination of Consultant status shall
  lapse.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Vested Non-Qualified
      Stock Options.  The Holder’s rights, if any, to exercise
      any then vested and exercisable Non-Qualified Stock Options shall
      terminate:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                If
      such termination is for a reason other than the Holder’s death, on the
      earlier of (i) ninety (90) days after the date of such termination and
      (ii) the expiration date of the Non-Qualified Stock
    Options.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                If
      such termination is on account of the Holder’s death, on the earlier of
      (i) one (1) year after the date of the Holder’s death and (ii) the
      expiration date of the Non-Qualified Stock
  Options.

              


      

       

      
        	
                6.5

              	
                Special Termination
      Rule.  Except to the extent inconsistent with the terms
      of the applicable Award Agreement, and notwithstanding anything to the
      contrary contained in this Article VI:


              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      a Holder’s employment with, Director status with or Consultant status with
      the Company or any Affiliate shall terminate and the Holder, during the
      period of time he is permitted to exercise Options under the provisions of
      the Plan (as set forth above in Sections 6.2, 6.3 and 6.4), is unable
      to sell Common Stock because of the likelihood of a violation of Rule
      10b-5 of the Exchange Act, which determination shall be made in the sole
      discretion of the Holder, the exercise period of the Options shall be
      automatically extended for a further ninety (90) days from the date the
      Options would otherwise lapse as determined pursuant to Sections 6.2,
      6.3 and 6.4 above; provided, however, that Options may not be exercised
      after their expiration date.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                In
      connection with any termination of employment, Director status, or
      Consultant status, the Committee has full power and authority to extend
      the term, accelerate vesting, extend the exercise period or to amend any
      other provisions of any Award, as it may determine in its sole discretion;
      provided, however, the Committee shall not exercise its discretion under
      this Section 6.5 with respect to any Award in any manner that would
      result in such Award being considered “nonqualified deferred
      compensation,” within the meaning of Section 409A, so as to cause such
      Award or the Plan to become subject to the requirements of Section
      409A.

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            10

            
              

            

          

          
             

          

        

      

       

      ARTICLE
VII

      OPTION
TERMS

       

      
        	
                7.1

              	
                Option
      Period.  The term of each Option shall be as specified in
      the Option Agreement; provided, however, the term of each Incentive Stock
      Option shall end no later than the tenth (10th) anniversary of such
      Option’s date of grant. 

              


      

       

      
        	
                7.2

              	
                Limitations on
      Exercise of Option; Vesting.  An Option shall be
      exercisable in whole or in such installments and at such times as
      specified in the Option Agreement.

              


      

       

      
        	
                7.3

              	
                Special Limitations on
      Incentive Stock
Options.  

              


      

       

      
        	
                 
      

              	
                (a)

              	
                To
      the extent that the aggregate Fair Market Value (determined at the time
      the respective Incentive Stock Option is granted) of Common Stock with
      respect to which Incentive Stock Options are exercisable for the first
      time by an individual during any calendar year under all plans of the
      Company and any parent corporation or subsidiary corporation thereof (both
      as defined in Section 424 of the Code) which provide for the grant of
      Incentive Stock Options exceeds One Hundred Thousand Dollars ($100,000)
      (or such other individual limit as may be in effect under the Code on the
      date of grant), such Incentive Stock Options shall be treated as
      Non-Qualified Stock Options.  The Committee shall determine, in
      accordance with applicable provisions of the Code, Treasury Regulations
      and other administrative pronouncements, which of a Holder’s Options,
      which were intended by the Committee to be Incentive Stock Options when
      granted to the Holder, will not constitute Incentive Stock Options because
      of such limitation and shall notify the Holder of-such determination as
      soon as practicable after such
determination.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                No
      Incentive Stock Option shall be granted to an Employee if, at the time the
      Option is granted, such Employee is a Ten Percent Shareholder, unless (1)
      at the time such Incentive Stock Option is granted the Option exercise
      price is at least one hundred ten percent (110%) of the Fair Market Value
      of the Common Stock subject to the Option, and (2) such Incentive Stock
      Option by its terms is not exercisable after the expiration of five (5)
      years from the date of grant.

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            11

            
              

            

          

          
             

          

        

      

       

      
        	
                7.4

              	
                Option
      Agreement.  Each Option shall be evidenced by an Option
      Agreement in such form and containing such provisions not inconsistent
      with the provisions of the Plan as the Committee from time to time shall
      approve, including, but not limited to, provisions to qualify an Option as
      an Incentive Stock Option.  In no event shall an Option be, or
      result in being, back-dated.  An Option Agreement may provide
      for the payment of the Option exercise price, in whole or in part, by the
      delivery of a number of shares of Common Stock (plus cash if necessary)
      having a Fair Market Value equal to such Option exercise
      price.  Each Option Agreement shall, solely to the extent
      inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as
      applicable, specify the effect of termination of employment, Director
      status or Consultant status on the exercisability of the
      Option.  Moreover, an Option Agreement may provide for a
      “cashless exercise” of the Option by establishing procedures whereby the
      Holder, by a properly-executed written notice, directs (a) an immediate
      market sale or margin loan respecting all or a part of the shares of
      Common Stock to which he is entitled upon exercise pursuant to an
      extension of credit by the Company to the Holder of the Option exercise
      price, (b) the delivery of the shares of Common Stock from the Company
      directly to a brokerage firm and (c) the delivery of the Option exercise
      price from sale or margin loan proceeds from the brokerage firm directly
      to the Company.  An Option Agreement may also include provisions
      relating to (a) subject to the provisions hereof, accelerated vesting
      of Options, (b) tax matters (including provisions covering any applicable
      Employee wage withholding requirements and requiring additional “gross-up”
      payments to Holders to meet any excise taxes or other additional income
      tax liability imposed as a result of a payment upon a Change of Control
      resulting from the operation of the Plan or of such Option Agreement) and
      (c) any other matters not inconsistent with the terms and provisions
      of the Plan that the Committee shall in its sole discretion
      determine.  The terms and conditions of the respective Option
      Agreements need not be identical.  Notwithstanding any other
      provision of the Plan to the contrary, an Option Agreement shall not
      contain any provision that would result in such Option being considered
      “nonqualified deferred compensation,” within the meaning of Section 409A,
      so as to cause such Option or the Plan to become subject to the
      requirements of Section 409A.

              


      

       

      
        	
                7.5

              	
                Option Exercise Price
      and Payment.  The price at which a share of Common Stock
      may be purchased upon exercise of an Option shall be determined by the
      Committee, but such Option exercise price (a) in the case of an Option
      that is an Incentive Stock Option or that is intended to constitute
      performance-based compensation within the meaning of Section 162(m),
      shall not be less than the Fair Market Value of a share of Common Stock on
      the date such Option is granted and (b) shall be subject to adjustment as
      provided in Article VIII.  The Option or portion thereof may be
      exercised by delivery of an irrevocable notice of exercise to the Company,
      which notice shall be in a form acceptable to the Company.  The
      Option exercise price for the Option or portion thereof shall be paid in
      full in the manner prescribed by the Committee.  Separate stock
      certificates shall be issued by the Company for those shares of Common
      Stock acquired pursuant to the exercise of an Incentive Stock Option and
      for those shares of Common Stock acquired pursuant to the exercise of a
      Non-Qualified Stock Option.

              


      

       

      
        	
                7.6

              	
                Shareholder Rights and
      Privileges.  The Holder of an Option shall be entitled to
      all the privileges and rights of a shareholder of the Company solely with
      respect to such shares of Common Stock as have been purchased under the
      Option and for which certificates of stock have been registered in the
      Holder’s name.

              


      

       

      
        	
                7.7

              	
                Options and Rights in
      Substitution for Stock Options Granted by Other
      Corporations.  Options may be granted under the Plan from
      time to time in substitution for stock options held by individuals
      employed by entities who become Employees as a result of a merger or
      consolidation of the employing entity with the Company or any Affiliate,
      or the acquisition by the Company or an Affiliate of the assets of the
      employing entity, or the acquisition by the Company or an Affiliate of
      stock of the employing entity with the result that such employing entity
      becomes an Affiliate; provided, however, such grant is not made in a
      manner that would result in the Option being considered “nonqualified
      deferred compensation,” within the meaning of Section 409A, so as to cause
      such Option or the Plan to become subject to the requirements of Section
      409A.

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            12

            
              

            

          

          
             

          

        

      

       

      ARTICLE
VIII

      RECAPITALIZATION OR
REORGANIZATION

       

      
        	
                8.1

              	
                Adjustments to Common
      Stock.  The shares with respect to which Awards may be
      granted are shares of Common Stock as presently constituted; provided,
      however, that if, and whenever, prior to the expiration or distribution to
      the Holder of an Award theretofore granted, the Company shall effect a
      subdivision or consolidation of shares of Common Stock or the payment of a
      stock dividend on Common Stock without receipt of consideration by the
      Company, the number of shares of Common Stock with respect to which such
      Award may thereafter be exercised or satisfied, as applicable, (a) in the
      event of an increase in the number of outstanding shares, shall be
      proportionately increased, and the purchase price per share shall be
      proportionately reduced, and (b) in the event of a reduction in the number
      of outstanding shares, shall be proportionately reduced, and the purchase
      price per share shall be proportionately
      increased.  Notwithstanding the foregoing, any such adjustment
      made with respect to an Award which is an Incentive Stock Option shall
      comply with the requirements of Section 424(a) of the Code, and in no
      event shall any such adjustment be made which would render any Incentive
      Stock Option granted under the Plan to be other than an “incentive stock
      option” for purposes of Section 422 of the
Code.

              


      

       

      
        	
                8.2

              	
                Recapitalization.  If
      the Company recapitalizes or otherwise changes its capital structure,
      thereafter upon any exercise or satisfaction, as applicable, of a
      previously granted Award, the Holder shall be entitled to receive (or
      entitled to purchase, if applicable) under such Award, in lieu of the
      number of shares of Common Stock then covered by such Award, the number
      and class of shares of stock and securities to which the Holder would have
      been entitled pursuant to the terms of the recapitalization if,
      immediately prior to such recapitalization, the Holder had been the holder
      of record of the number of shares of Common Stock then covered by such
      Award.

              


      

       

      
        	
                8.3

              	
                Change of
      Control.  Except to the extent otherwise provided in the
      applicable Award Agreement, in the event of the occurrence of a Change of
      Control, and within one (1) year following the Change of Control (a) an
      Employee’s employment is terminated by the Company without Cause or by the
      Employee with Good Reason or (b) a Director is removed from the Board
      without the approving vote of a majority of the directors in office
      immediately prior to the Change of Control, outstanding Awards of the
      Employee or Director, as the case may be, shall immediately vest and
      become exercisable and/or required employment or Board membership periods
      with the Company or an Affiliate and/or performance goals and/or
      objectives shall be deemed to have been fully satisfied, as
      applicable.  The Committee, in its discretion by unanimous
      action, may determine that upon the occurrence of a Change of Control,
      each Award outstanding hereunder shall terminate within a specified number
      of days after notice to the Holder, and such Holder shall receive, with
      respect to each share of Common Stock subject to such Award, cash in an
      amount equal to the excess of (i) the greater of (A) the Fair Market Value
      of such share of Common Stock immediately prior to the occurrence of such
      Change of Control or (B) the value of the consideration to be
      received in connection with such Change of Control for one share of Common
      Stock, over (ii) the exercise price per share, if applicable, of one share
      of Common Stock.  If the consideration offered to shareholders
      of the Company in any transaction described in this Section 8.3
      consists of anything other than cash, the Committee shall determine the
      fair cash equivalent of the portion of the non-cash consideration
      offered.  The provisions contained in this Section 8.3
      shall not terminate any rights of the Holder to further payments pursuant
      to any other agreement with the Company following the occurrence of a
      Change of Control.  The provisions contained in this
      Section 8.3 do not apply to
Consultants.

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            13

            
              

            

          

          
             

          

        

      

       

      
        	
                8.4

              	
                Other
      Events.  In the event of changes to the outstanding
      Common Stock by reason of recapitalization, reorganization, mergers,
      consolidations, combinations, exchanges or other relevant changes in
      capitalization occurring after the date of the grant of any Award and not
      otherwise provided for under this Article VIII, any outstanding Awards and
      any Award Agreements evidencing such Awards shall be subject to adjustment
      by the Committee in its discretion as to the number and price of shares of
      Common Stock or other consideration subject to such Awards.  In
      the event of any such change to the outstanding Common Stock, the
      aggregate number of shares available under the Plan may be appropriately
      adjusted by the Committee, the determination of which shall be
      conclusive.

              


      

       

      
        	
                8.5

              	
                Powers Not
      Affected.  The existence of the Plan and the Awards
      granted hereunder shall not affect in any way the right or power of the
      Board or of the shareholders of the Company to make or authorize any
      adjustment, recapitalization, reorganization or other change of the
      Company’s capital structure or business, any merger or consolidation of
      the Company, any issue of debt or equity securities ahead of or affecting
      Common Stock or the rights thereof, the dissolution or liquidation of the
      Company or any sale, lease, exchange or other disposition of all or any
      part of its assets or business or any other corporate act or
      proceeding.

              


      

       

      
        	
                8.6

              	
                No Adjustment for
      Certain Awards.  Except as hereinabove expressly
      provided, the issuance by the Company of shares of stock of any class or
      securities convertible into shares of stock of any class, for cash,
      property, labor or services, upon direct sale, upon the exercise of rights
      or warrants to subscribe therefor or upon conversion of shares or
      obligations of the Company convertible into such shares or other
      securities, and in any case whether or not for fair market value, shall
      not affect previously granted Awards, and no adjustment by reason thereof
      shall be made with respect to the number of shares of Common Stock subject
      to Awards theretofore granted or the purchase price per share, if
      applicable.

              


      

       

      
        	
                8.7

              	
                No Adjustment to
      Result in Nonqualified Deferred
      Compensation.  Notwithstanding any other provision of the
      Plan to the contrary, no adjustment shall be made to any outstanding Award
      under the Plan that would result in such Award being considered
      “nonqualified deferred compensation,” within the meaning of Section 409A,
      so as to cause such Award or the Plan to become subject to the
      requirements of Section 409A.

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            14

            
              

            

          

          
             

          

        

      

       

      ARTICLE
IX

      AMENDMENT AND TERMINATION OF
PLAN

       

      
        	
                9.1

              	
                Amendment.  At
      any time and from time to time, the Board shall have the right to alter or
      amend the Plan and the Committee shall have the right to amend any Awards,
      or any part hereof or thereof, whether or not vested, from time to
      time.  

              


      

       

      
        	
                9.2

              	
                Termination.  The
      Board in its sole discretion may terminate the Plan at any time with
      respect to any shares for which Awards have not theretofore been
      granted.

              


      

       

      ARTICLE
X

      MISCELLANEOUS

       

      
        	
                10.1

              	
                No Right to
      Award.  Neither the adoption of the Plan by the Company
      nor any action of the Board or the Committee shall be deemed to give an
      Employee, Director or Consultant any right to an Award except as may be
      evidenced by an Award Agreement duly executed on behalf of the Company,
      and then solely to the extent and on the terms and conditions expressly
      set forth therein.

              


      

       

      
        	
                10.2

              	
                No Rights
      Conferred.  Nothing contained in the Plan shall
      

              


      

       

      
        	
                 
      

              	
                (a)

              	
                confer
      upon any Employee any right with respect to continuation of employment
      with the Company or any Affiliate,

              


      

       

      
        	
                 
      

              	
                (b)

              	
                interfere
      in any way with the right of the Company or any Affiliate to terminate the
      employment of an Employee at any
time,

              


      

       

      
        	
                 
      

              	
                (c)

              	
                confer
      upon any Director any right with respect to continuation of such
      Director’s membership on the Board,

              


      

       

      
        	
                 
      

              	
                (d)

              	
                interfere
      in any way with the right of the Company or an Affiliate to terminate a
      Director’s membership on the Board at any
time,

              


      

       

      
        	
                 
      

              	
                (e)

              	
                confer
      upon any Consultant any right with respect to continuation of his or her
      consulting engagement with the Company or any Affiliate,
  or

              


      

       

      
        	
                 
      

              	
                (f)

              	
                interfere
      in any way with the right of the Company or an Affiliate to terminate a
      Consultant’s consulting engagement with the Company or an Affiliate at any
      time.

              


      

       

      
        	
                10.3

              	
                Other Laws;
      Withholding.  The Company shall not be obligated to issue
      any Common Stock pursuant to any Award granted under the Plan at any time
      when the shares covered by such Award have not been registered under the
      Securities Act of 1933, as amended, and such other state and federal laws,
      rules or regulations as the Company or the Committee deems applicable and,
      in the opinion of legal counsel of the Company, there is no exemption from
      the registration requirements of such laws, rules or regulations available
      for the issuance and sale of such shares.  No fractional shares
      of Common Stock shall be delivered, nor shall any cash in lieu of
      fractional shares be paid.  The Company shall have the right to
      deduct in cash (whether under this Plan or otherwise) in connection with
      all Awards any taxes required by law to be withheld and to require any
      payments required to enable it to satisfy its withholding
      obligations.  In the case of any Award satisfied in the form of
      shares of Common Stock, no shares shall be issued unless and until
      arrangements satisfactory to the Company shall have been made to satisfy
      any tax withholding obligations applicable with respect to such
      Award.  Subject to such terms and conditions as the Committee
      may impose, the Company shall have the right to retain, or the Committee
      may, subject to such terms and conditions as it may establish from time to
      time, permit Holders to elect to tender Common Stock or have the Company
      withhold shares of Common Stock to satisfy, in whole or in part, the
      employer’s minimum statutory withholding (based on minimum statutory
      withholding rates for federal and state tax purposes, including payroll
      taxes, that are applicable to such supplemental taxable
      income).

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            15

            
              

            

          

          
             

          

        

      

       

      
        	
                10.4

              	
                No Restriction on
      Corporate Action.  Nothing contained in the Plan shall be
      construed to prevent the Company or any Affiliate from taking any
      corporate action which is deemed by the Company or such Affiliate to be
      appropriate or in its best interest, whether or not such action would have
      an adverse effect on the Plan or any Award made under the
      Plan.  No Employee, Director, Consultant, beneficiary or other
      person shall have any claim against the Company or any Affiliate as a
      result of any such action.

              


      

       

      
        	
                10.5

              	
                Restrictions on
      Transfer.  Subject to the terms of the Award Agreement,
      no Award under the Plan or any Award Agreement and no rights or interests
      herein or therein, shall or may be assigned, transferred, sold, exchanged,
      encumbered, pledged or otherwise hypothecated or disposed of by a Holder
      except (a) by will or by the laws of descent and distribution or (b)
      except for an Incentive Stock Option, by gift to any Family Member of the
      Holder.  Subject to the terms of the Award Agreement, an Award
      may be exercisable during the lifetime of the Holder only by such Holder
      or by the Holder’s guardian or legal representative unless it has been
      transferred by gift to a Family Member of the Holder, in which case it
      shall be exercisable solely by such transferee.  Notwithstanding
      any such transfer, the Holder shall continue to be subject to the
      withholding requirements provided for under Section 10.3
      hereof.

              


      

       

      
        	
                10.6

              	
                Beneficiary
      Designations.  Each Holder may, from time to time, name a
      beneficiary or beneficiaries (who may be contingent or successive
      beneficiaries) for purposes of receiving any amount which is payable in
      connection with an Award under the Plan upon or subsequent to the Holder’s
      death.  Each such beneficiary designation shall serve to revoke
      all prior beneficiary designations, be in a form prescribed by the Company
      and be effective solely when filed by the Holder in writing with the
      Company during the Holder’s lifetime.  In the absence of any
      such written beneficiary designation, for purposes of the Plan, a Holder’s
      beneficiary shall be the Holder’s
estate.

              


      

       

      
        	
                10.7

              	
                Rule
      16b-3.  It is intended that, at any time the Company is
      Publicly Traded, the Plan and any Award made to a person subject to
      Section 16 of the Exchange Act shall meet all of the requirements of Rule
      16b-3.  If any provision of the Plan or of any such Award would
      disqualify the Plan or such Award under, or would otherwise not comply
      with the requirements of, Rule 16b-3, such provision or Award shall be
      construed or deemed to have been amended as necessary to conform to the
      requirements of Rule 16b-3.

              


      

       

      
        	
                10.8

              	
                Section
      162(m).  It is intended that, at any time when the Common
      Stock is Publicly Traded, the Plan shall comply fully with and meet all
      the requirements of Section 162(m) so that Awards hereunder which are
      made to Holders who are “covered employees” (as defined in Section 162(m))
      shall constitute “performance-based” compensation within the meaning of
      Section 162(m).  The performance criteria to be utilized under
      the Plan for such purposes shall consist of objective tests based on one
      or more of the following:  earnings or earnings per share, cash
      flow, customer satisfaction, revenues, financial return ratios (such as
      return on equity and/or return on assets), market performance, shareholder
      return and/or value, operating profits, EBITDA, net profits, profit
      returns and margins, stock price, credit quality, sales growth, market
      share, comparisons to peer companies (on a company-wide or divisional
      basis), working capital and/or individual or aggregate employee
      performance.  At such time the Company is Publicly Traded, if
      any provision of the Plan would disqualify the Plan or would not otherwise
      permit the Plan to comply with Section 162(m) as so intended, such
      provision shall be construed or deemed amended to conform to the
      requirements or provisions of Section
162(m).

              


      

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            16

            
              

            

          

          
             

          

        

      

       

      
        	
                10.9

              	
                Other
      Plans.  No Award, payment or amount received hereunder
      shall be taken into account in computing an Employee’s salary or
      compensation for the purposes of determining any benefits under any
      pension, retirement, life insurance or other benefit plan of the Company
      or any Affiliate, unless such other plan specifically provides for the
      inclusion of such Award, payment or amount
  received.

              


      

       

      
        	
                10.10

              	
                Limits of
      Liability.  Any liability of the Company with respect to
      an Award shall be based solely upon the contractual obligations created
      under the Plan and the Award Agreement.  Neither the Company nor
      any member of the Committee shall have any liability to any party for any
      action taken or not taken, in good faith, in connection with or under the
      Plan.

              


      

       

      
        	
                10.11

              	
                Governing
      Law.  Except as otherwise provided herein, the Plan shall
      be construed in accordance with the laws of the State of
      Nevada.

              


      

       

      
        	
                10.12

              	
                Severability of
      Provisions.  The provisions of the Plan are
      severable.  If any provision of the Plan is held invalid or
      unenforceable in whole or in part by a court of competent jurisdiction,
      then solely for the purposes of the jurisdiction of that court, such
      provision shall be invalid or unenforceable and shall not in any manner
      affect such provision in any other jurisdiction, or any other provision of
      the Plan in any way, and the Plan shall be construed and enforced
      accordingly.

              


      

       

      
        	
                10.13

              	
                No
      Funding.  The Plan shall be unfunded.  The
      Company shall not be required to establish any special or separate fund or
      to make any other segregation of funds or assets to ensure the payment of
      any Award.

              


      

       

      
        	
                10.14

              	
                Headings.  Headings
      used throughout the Plan are for convenience only and shall not be given
      legal significance.

              


      

       

      Adopted
by the Board on December 5, 2008.

      
         

         

        LEGEND MEDIA STOCK OPTION PLAN

        
          
             

          

          
            17