Filed by Automated Filing Services Inc. (604) 609-0244 - VECTr Systems Inc. - Exhibit 10.2







	VECTR SYSTEMS INC. 2007 STOCK OPTION PLAN 
	 


VECTR SYSTEMS INC. 2007
STOCK OPTION PLAN (the "Plan") is
designed to retain directors, officers, selected employees and consultants and
reward them for making major contributions to the success of the Company. These
objectives are accomplished by making long-term incentive awards under the Plan
thereby providing Participants with a proprietary interest in the growth and
performance of the Company. 

	1. 	
      Definitions.

	 	 	 
		(a) 	
      "Applicable Laws" – All legal requirements
      relating to the administration of the Plan, if any, under applicable
      corporate laws, applicable United States federal and state securities
      laws, the Code, the rules of any applicable stock exchange or stock
      quotation system, and the rules of any foreign jurisdiction applicable to
      Options granted to residents therein.

	 	 	 
		(b) 	
      "Board" - The Board of Directors of the
      Company.

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

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

	 	 	 
		(e) 	
      "Company" – VECTR SYSTEMS INC. and its
      subsidiaries including subsidiaries of subsidiaries.

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

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

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

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

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








	 	(k) 	
      "Participant" - A director, officer, employee or
      consultant of the Company to whom an award of an Option has been made
      under the Plan.

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

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

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




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

	 	 	 
	3. 	 Eligibility.

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

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

	 	 	 
			 The Company shall not grant an Incentive Stock Option
        under the Plan to any employee if such Grant would result in such employee
        holding the right to exercise for the first time in any one calendar year,
        under all Incentive Stock Options granted under the Plan or any other
        plan maintained by the Company, with respect to shares of Stock having
        an aggregate fair



- 2 - 





	 		
      market value, determined as of the date of the Option is
      granted, in excess of $100,000. Should it be determined that an Incentive
      Stock Option granted under the Plan exceeds such maximum for any reason
      other than a failure in good faith to value the Stock subject to such
      option, the excess portion of such option shall be considered a
      Nonstatutory Option. To the extent the employee holds two (2) or more such
      Options which become exercisable for the first time in the same calendar
      year, the foregoing limitation on the exercisability of such Option as
      Incentive Stock Options under the federal tax laws shall be applied on the
      basis of the order in which such Options are granted. If, for any reason,
      an entire Option does not qualify as an Incentive Stock Option by reason
      of exceeding such maximum, such Option shall be considered a Nonstatutory
      Option.

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

	 	 	 
	 	(d) 	
      Stock Awards: The provisions of this Section 3
      shall not apply to any Stock Award under the
Plan.




	4. 	
      Stock.

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

	 	 	 
		(b) 	
      Number of Shares: Subject to adjustment as
      provided in Section 5(i) of the Plan, the total number of shares of Stock
      which may be purchased or granted directly by Options or Stock Awards, or
      purchased indirectly through exercise of Options granted under the Plan
      shall not exceed Six Million (6,000,000). If any Grant shall for any
      reason terminate or expire, any shares allocated thereto but remaining
      unpurchased upon such expiration or termination shall again be available
      for Grants with respect thereto under the Plan as though no Grant had
      previously occurred with respect to such shares. Any shares of Stock
      issued pursuant to a Grant and repurchased pursuant to the terms thereof
      shall be available for future Grants as though not previously covered by a
      Grant.

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

	 	 	 
		(d) 	
      Application of Funds: The proceeds received by the
      Company from the sale of Stock pursuant to the exercise of Options will be
      used for general corporate purposes.

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



- 3 - 





	5. 	
      Terms and Conditions of Options. Options granted
      hereunder shall be evidenced by agreements between the Company and the
      respective Optionees, in such form and substance as the Board or Committee
      shall from time to time approve. The form of Incentive Stock Option
      Agreement attached hereto as Exhibit A and the three forms of a
      Nonstatutory Stock Option Agreement for employees, for directors and for
      consultants, attached hereto as Exhibit B-1, Exhibit B-2 and
      Exhibit B-3, respectively, shall be deemed to be approved by the
      Board. Option agreements need not be identical, and in each case may
      include such provisions as the Board or Committee may determine, but all
      such agreements shall be subject to and limited by the following terms and
      conditions:

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

	 	 	 	 
		(b) 	
      Exercise Price: Each Option shall state the
      exercise price, which shall be determined as follows:

	 	 	 	 
			(i) 	
      Any Incentive Stock Option granted to a person who at the
      time the Option is granted owns (or is deemed to own pursuant to Section
      424(d) of the Code) stock possessing more than ten percent (10%) of the
      total combined voting power or value of all classes of stock of the
      Company ("Ten Percent Holder") shall have an exercise price of no
      less than 110% of the Fair Market Value of the Stock as of the date of
      grant; and

	 	 	 	 
			(ii) 	
      Incentive Stock Options granted to a person who at the
      time the Option is granted is not a Ten Percent Holder shall have an
      exercise price of no less than 100% of the Fair Market Value of the Stock
      as of the date of grant.

	 	 	 	 
			
      For the purposes of this Section 5(b), the Fair Market
      Value shall be as determined by the Board in good faith, which
      determination shall be conclusive and binding; provided however, that if
      there is a public market for such Stock, the Fair Market Value per share
      shall be the average of the bid and asked prices on the date of grant of
      the Option, or if listed on a stock exchange, the closing price on such
      exchange on such date of grant.

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

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

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



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for the purchased shares directly to
such brokerage firm in order to complete the sale transaction. 

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

	 	 	 
	 	(d) 	
      Term and Exercise of Options: Any Option granted
      to an employee of the Company shall become exercisable over a period of no
      longer than five (5) years. In no event shall any Option be exercisable
      after the expiration of ten (10) years from the date it is granted, and no
      Incentive Stock Option granted to a Ten Percent Holder shall, by its
      terms, be exercisable after the expiration of five (5) years from the date
      of the Option. Unless otherwise specified by the Board or the Committee in
      the resolution authorizing such Option, the date of grant of an Option
      shall be deemed to be the date upon which the Board or the Committee
      authorizes the granting of such Option.

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

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

	 	 	 
	 		
      With respect to Nonstatutory Options granted to
      employees, directors or consultants, the Board may specify such period for
      exercise, not less than 30 days (except that in the case of
      "termination for cause" or removal of a director, the Option shall
      automatically terminate as of the termination of employment or services as
      to shares covered by the Option, following termination of employment or
      services as the Board deems reasonable and appropriate). The Option may be
      exercised only with respect to installments that the Optionee could have
      exercised at the date of termination of employment or services. Nothing
      contained herein or



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      in any Option granted pursuant hereto shall be construed
      to affect or restrict in any way the right of the Company to terminate the
      employment or services of an Optionee with or without cause.

	 	 	 
	 	(f) 	
      Disability of Optionee: If an Optionee is disabled
      (within the meaning of Section 22(e)(3) of the Code) at the time of
      termination, the 30 days and three (3) month period set forth in Section
      5(e) shall be a period, as determined by the Board and set forth in the
      Option, of not less than six months nor more than one year after such
      termination.

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

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

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

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



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      Options without regard to the installment provisions of
      Paragraph 6(d) of the Plan; provided, that any such right granted shall be
      granted to all Optionees not receiving an offer to receive substitute
      options on a consistent basis, and provided further, that any such
      exercise shall be subject to the consummation of such
    Reorganization.

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

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

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

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

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

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



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

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

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




	6. 	
      Stock Awards.

	 	 	 
		(a) 	
      General. All or part of any Stock Award under the
      Plan may be subject to conditions established by the Board or the
      Committee, and set forth in the Stock Award
Agreement,



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

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

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

	 	 	 	 
	 		
      (i) 
	
      A Participant shall not render services for any
      organization or engage directly or indirectly in any business which, in
      the judgment of the chief executive officer of the Company or other senior
      officer designated by the Board or Committee, is or becomes competitive
      with the Company, or which organization or business, or the rendering of
      services to such organization or business, is or becomes otherwise
      prejudicial to or in conflict with the interests of the Company. For
      Participants whose employment has terminated, the judgment of the chief
      executive officer shall be based on the Participant's position and
      responsibilities while employed by the Company, the Participant's post-
      employment responsibilities and position with the other organization or
      business, the extent of past, current and potential competition or
      conflict between the Company and the other organization or business, the
      effect on the Company's customers, suppliers and competitors and such
      other considerations as are deemed relevant given the applicable facts and
      circumstances. A Participant who has retired shall be free, however, to
      purchase as an investment or otherwise, stock or other securities of such
      organization or business so long as they are listed upon a recognized
      securities exchange or traded over- the-counter, and such investment does
      not represent a substantial investment to the Participant or a greater
      than ten percent (10%) equity interest in the organization
  or



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      business. 

	 	  	
       

		(ii) 	
      A Participant shall not, without prior written
      authorization from the Company, disclose to anyone outside the Company, or
      use in other than the Company's business, any confidential information or
      material, as defined in the Company's Proprietary Information and
      Invention Agreement or similar agreement regarding confidential
      information and intellectual property, relating to the business of the
      Company, acquired by the Participant either during or after employment
      with the Company. 

	 	  	
       

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


	 	  	
       

		(iv) 	
      Upon exercise, payment or delivery pursuant to a Grant,
      the Participant shall certify on a form acceptable to the Committee that
      he or she is in compliance with the terms and conditions of the Plan.
      Failure to comply with all of the provisions of this Section 6(c) prior
      to, or during the six months after, any exercise, payment or delivery
      pursuant to a Grant shall cause such exercise, payment or delivery to be
      rescinded. The Company shall notify the Participant in writing of any such
      rescission within two years after such exercise, payment or delivery.
      Within ten days after receiving such a notice from the Company, the
      Participant shall pay to the Company the amount of any gain realized or
      payment received as a result of the rescinded exercise, payment or
      delivery pursuant to a Grant. Such payment shall be made either in cash or
      by returning to the Company the number of shares of Stock that the
      Participant received in connection with the rescinded exercise, payment or
      delivery. 




	 	(d) 	
      Nonassignability.

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

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

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



- 10 - 




Stock Award Agreement provides
otherwise:

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

	 	  	
       

		(ii) 	
      Rights in the Best Interests of the Company. When
      a Participant resigns from the Company and, in the judgment of the Board
      or Committee, the acceleration and/or continuation of outstanding Stock
      Awards would be in the best interests of the Company, the Board or
      Committee may (i) authorize, where appropriate, the acceleration and/or
      continuation of all or any part of Grants issued prior to such termination
      and (ii) permit the exercise, vesting and payment of such Grants for such
      period as may be set forth in the applicable Grant Agreement, subject to
      earlier cancellation pursuant to Section 6 or at such time as the Board or
      Committee shall deem the continuation of all or any part of the
      Participant's Grants are not in the Company's best interest. 

	 	  	
       

	 	(iii)	
      Death or Disability of a Participant.
  




	 	(1) 	
      In the event of a Participant's death, the Participant's
      estate or beneficiaries shall have a period up to the expiration date
      specified in the Grant Agreement within which to receive or exercise any
      outstanding Grant held by the Participant under such terms as may be
      specified in the applicable Grant Agreement. Rights to any such
      outstanding Grants shall pass by will or the laws of descent and
      distribution in the following order: (a) to beneficiaries so designated by
      the Participant; if none, then (b) to a legal representative of the
      Participant; if none, then (c) to the persons entitled thereto as
      determined by a court of competent jurisdiction. Grants so passing shall
      be made at such times and in such manner as if the Participant were
      living.

	 	 	 
	 	(2) 	
      In the event a Participant is deemed by the Board or
      Committee to be unable to perform his or her usual duties by reason of
      mental disorder or medical condition which does not result from facts
      which would be grounds for termination for cause, Grants and rights to any
      such Grants may be paid to or exercised by the Participant, if legally
      competent, or a committee or other legally designated guardian or
      representative if the Participant is legally incompetent by virtue of such
      disability.

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



- 11 - 





	 	(4) 	
      In the event of uncertainty as to interpretation of or
      controversies concerning this Section 6, the determinations of the Board
      or Committee, as applicable, shall be binding and
  conclusive.




	7. 	
      Investment Intent. All Grants under the Plan are intended
      to be exempt from registration under the Securities Act provided by Rule
      701 thereunder. Unless and until the granting of Options or sale and
      issuance of Stock subject to the Plan are registered under the Securities
      Act or shall be exempt pursuant to the rules promulgated thereunder, each
      Grant under the Plan shall provide that the purchases or other
      acquisitions of Stock thereunder shall be for investment purposes and not
      with a view to, or for resale in connection with, any distribution
      thereof. Further, unless the issuance and sale of the Stock have been
      registered under the Securities Act, each Grant shall provide that no
      shares shall be purchased upon the exercise of the rights under such Grant
      unless and until (i) all then applicable requirements of state and federal
      laws and regulatory agencies shall have been fully complied with to the
      satisfaction of the Company and its counsel, and (ii) if requested to do
      so by the Company, the person exercising the rights under the Grant shall
      (i) give written assurances as to knowledge and experience of such person
      (or a representative employed by such person) in financial and business
      matters and the ability of such person (or representative) to evaluate the
      merits and risks of exercising the Option, and (ii) execute and deliver to
      the Company a letter of investment intent and/or such other form related
      to applicable exemptions from registration, all in such form and substance
      as the Company may require. If shares are issued upon exercise of any
      rights under a Grant without registration under the Securities Act,
      subsequent registration of such shares shall relieve the purchaser thereof
      of any investment restrictions or representations made upon the exercise
      of such rights.

	 	 
	8. 	
      Amendment, Modification, Suspension or Discontinuance of
      the Plan. The Board may, insofar as permitted by law, from time to time,
      with respect to any shares at the time not subject to outstanding Grants,
      suspend or terminate the Plan or revise or amend it in any respect
      whatsoever, except that without the approval of the shareholders of the
      Company, no such revision or amendment shall (i) increase the number of
      shares subject to the Plan, (ii) decrease the price at which Grants may be
      granted, (iii) materially increase the benefits to Participants, or (iv)
      change the class of persons eligible to receive Grants under the Plan;
      provided, however, no such action shall alter or impair the rights and
      obligations under any Option, or Stock Award outstanding as of the date
      thereof without the written consent of the Participant thereunder. No
      Grant may be issued while the Plan is suspended or after it is terminated,
      but the rights and obligations under any Grant issued while the Plan is in
      effect shall not be impaired by suspension or termination of the
    Plan.

	 	 
		
      In the event of any change in the outstanding Stock by
      reason of a stock split, stock dividend, combination or reclassification
      of shares, recapitalization, merger, or similar event, the Board or the
      Committee may adjust proportionally (a) the number of shares of Stock (i)
      reserved under the Plan, (ii) available for Incentive Stock Options and
      Nonstatutory Options and (iii) covered by outstanding Stock Awards; (b)
      the Stock prices related to outstanding Grants; and (c) the appropriate
      Fair Market Value and other price determinations for such Grants. In the
      event of any other change affecting the Stock or any distribution (other
      than normal cash dividends) to holders of Stock, such adjustments as may
      be deemed equitable by the Board or the Committee, including adjustments
      to avoid fractional shares, shall be made to give proper effect to such
      event. In the event of a corporate merger, consolidation, acquisition of
      property or stock,



- 12 - 





		
      separation, reorganization or liquidation, the Board or
      the Committee shall be authorized to issue or assume stock options,
      whether or not in a transaction to which Section 424(a) of the Code
      applies, and other Grants by means of substitution of new Grant Agreements
      for previously issued Grants or an assumption of previously issued
      Grants.

	 	 
	9. 	
      Tax Withholding. The Company shall have the right to
      deduct applicable taxes from any Grant payment and withhold, at the time
      of delivery or exercise of Options, Stock Awards or vesting of shares
      under such Grants, an appropriate number of shares for payment of taxes
      required by law or to take such other action as may be necessary in the
      opinion of the Company to satisfy all obligations for withholding of such
      taxes. If Stock is used to satisfy tax withholding, such stock shall be
      valued based on the Fair Market Value when the tax withholding is required
      to be made.

	 	 
	10. 	
      Availability of Information. During the term of the Plan
      and any additional period during which a Grant granted pursuant to the
      Plan shall be exercisable, the Company shall make available, not later
      than one hundred and twenty (120) days following the close of each of its
      fiscal years, such financial and other information regarding the Company
      as is required by the bylaws of the Company and applicable law to be
      furnished in an annual report to the shareholders of the
Company.

	 	 
	11. 	
      Notice. Any written notice to the Company required by any
      of the provisions of the Plan shall be addressed to the chief executive
      officer of the Company, and shall become effective when it is received by
      the chief executive officer.

	 	 
	12. 	
      Indemnification of Board. In addition to such other
      rights or indemnifications as they may have as directors or otherwise, and
      to the extent allowed by applicable law, the members of the Board and the
      Committee shall be indemnified by the Company against the reasonable
      expenses, including attorneys' fees, actually and necessarily incurred in
      connection with the defense of any claim, action, suit or proceeding, or
      in connection with any appeal thereof, to which they or any of them may be
      a party by reason of any action taken, or failure to act, under or in
      connection with the Plan or any Grant granted thereunder, and against all
      amounts paid by them in settlement thereof (provided such settlement is
      approved by independent legal counsel selected by the Company) or paid by
      them in satisfaction of a judgment in any such claim, action, suit or
      proceeding, except in any case in relation to matters as to which it shall
      be adjudged in such claim, action, suit or proceeding that such Board or
      Committee member is liable for negligence or misconduct in the performance
      of his or her duties; provided that within sixty (60) days after
      institution of any such action, suit or Board proceeding the member
      involved shall offer the Company, in writing, the opportunity, at its own
      expense, to handle and defend the same.

	 	 
	13. 	
      Governing Law. The Plan and all determinations made and
      actions taken pursuant hereto, to the extent not otherwise governed by the
      Code or the securities laws of the United States, shall be governed by the
      law of the State of Nevada and construed accordingly.

	 	 
	14. 	
      Shareholder Approval and Effective and Termination Dates.
      The Plan shall be approved by the holders of a majority of the shares of
      Stock then outstanding within twelve (12) months of the adoption of the
      Plan by the Board. The Plan shall become effective on the date such
      approval is obtained. Subject to earlier termination by the Board pursuant
      to Section 8, the Plan shall



- 13 - 




terminate ten years after the Plan is
adopted by the Board or approved by the holders of a majority of the shares of
Stock then outstanding, whichever is earlier. 

The foregoing 2007 Stock Option Plan (consisting of 14 pages,
including this page) was duly adopted and approved by the Board of Directors on
May 30, 2007. 

VECTR SYSTEMS INC. 
a Nevada
corporation 

By: /s/ ROBERT KNIGHT

       Robert Knight 
Its:  President
and Director 

- 14 - 




EXHIBIT A

	VECTR SYSTEMS INC. 
	INCENTIVE STOCK OPTION AGREEMENT 
	 


         
THIS INCENTIVE STOCK OPTION
AGREEMENT ("Agreement") is made and entered into as of
the date set forth below, by and between VECTR SYSTEMS INC., a Nevada
corporation (the "Company"), and the employee of the Company named in
Section 1(b) ("Optionee"). 

         
In consideration of the covenants herein set forth, the parties hereto
agree as follows: 

          1.     
  Option Information. 

                          
  (a)      Date of Option:          
  ______________________________

  

                          
  (b)      Optionee:                    
  ______________________________

  

                          
  (c)      Number of Shares:     
  ______________________________

  

                          
  (d)      Exercise Price:            
  ______________________________

         
2.      Acknowledgements. 

          (a)     
  Optionee is an employee of the Company. 

         
(b)      The Board of Directors (the "Board"
which term shall include an authorized committee of the Board of Directors) and
shareholders of the Company have heretofore adopted a 2007 Stock Option Plan
(the "Plan"), pursuant to which this Option is being granted. 

         
(c)      The Board has authorized the granting to
Optionee of an incentive stock option ("Option") as defined in Section
422 of the Internal Revenue Code of 1986, as amended, (the "Code") to
purchase shares of common stock of the Company ("Stock") upon the terms
and conditions hereinafter stated and pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the "Securities Act")
provided by Rule 701 thereunder. 

         
3.      Shares; Price. The Company hereby grants
to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above
(the "Shares") for cash (or other consideration as is authorized under
the Plan and acceptable to the Board, in their sole and absolute discretion) at
the price per Share set forth in Section 1(d) above (the "Exercise
Price"), such price being not less than the fair market value per share of
the Shares covered by this Option as of the date hereof (unless Optionee is the
owner of Stock possessing ten percent or more of the total voting power or value
of all outstanding Stock of 

- 15 - 




the Company, in which case the Exercise Price shall be no less
than 110% of the fair market value of such Stock). 

         
4.      Term of Option; Continuation of Employment.
This Option shall expire, and all rights hereunder to purchase the Shares
shall terminate five (5) years from the date hereof. This Option shall earlier
terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
termination of Optionee's employment if such termination occurs prior to the end
of such five (5) year period. Nothing contained herein shall confer upon
Optionee the right to the continuation of his or her employment by the Company
or to interfere with the right of the Company to terminate such employment or to
increase or decrease the compensation of Optionee from the rate in existence at
the date hereof. 

         
5.      Vesting of Option. Subject to the
provisions of Sections 7 and 8 hereof, this Option shall become exercisable
during the term of Optionee's employment in four (4) equal annual installments
of twenty-five percent (25%) of the Shares covered by this Option, the first
installment to be exercisable on the six (6) month anniversary of the date of
this Option (the "Initial Vesting Date"), with an additional twenty-five
percent (25%) of such Shares becoming exercisable on each of the three (3)
successive twelve (12) month periods following the Initial Vesting Date. The
installments shall be cumulative (i.e., this option may be exercised, as to any
or all shares covered by an installment, at any time or times after an
installment becomes exercisable and until expiration or termination of this
option). 

         
6.      Exercise. This Option shall be exercised
by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set
forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a
check or cash in the amount of the Exercise Price of the Shares covered by the
notice (or such other consideration as has been approved by the Board of
Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. This Option shall not be assignable or
transferable, except by will or by the laws of descent and distribution, and
shall be exercisable only by Optionee during his or her lifetime, except as
provided in Section 8 hereof. 

         
7.      Termination of Employment. If Optionee
shall cease to be employed by the Company for any reason, whether voluntarily or
involuntarily, other than by his or her death, Optionee (or if the Optionee
shall die after such termination, but prior to such exercise date, Optionee's
personal representative or the person entitled to succeed to the Option) shall
have the right at any time within three (3) months following such termination of
employment or the remaining term of this Option, whichever is the lesser, to
exercise in whole or in part this Option to the extent, but only to the extent,
that this Option is exercisable as of the date of termination of employment and
have not previously been exercised; provided, however: (i) if Optionee is
permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the
time of termination, the foregoing three (3) month period shall be extended to
six (6) months; or (ii) if Optionee is terminated "for cause" as that
term is defined in Nevada case law related thereto, or by the terms of the Plan
or this Option Agreement or by any employment agreement between the Optionee and
the Company, this Option shall automatically terminate as to all Shares covered
by this Option not exercised prior to termination. Unless earlier terminated,
all rights under this Option shall terminate in any event on the expiration date
of this Option as defined in Section 4 hereof. 

- 16 - 




         
8.      Death of Optionee. If the Optionee shall
die while in the employ of the Company, Optionee's personal representative or
the person entitled to Optionee's rights hereunder may at any time within six
(6) months after the date of Optionee's death, or during the remaining term of
this Option, whichever is the lesser, exercise this Option and purchase Shares
to the extent, but only to the extent, that Optionee could have exercised this
Option as of the date of Optionee's death; provided, in any case, that this
Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee. 

         
9.      No Rights as Shareholder. Optionee shall
have no rights as a shareholder with respect to the Shares covered by any
installment of this Option until the effective date of issuance of Shares
following exercise of this Option, and no adjustment will be made for dividends
or other rights for which the record date is prior to the date such stock
certificate or certificates are issued except as provided in Section 10 hereof.


         
10.      Recapitalization. Subject to any
required action by the shareholders of the Company, the number of Shares covered
by this Option, and the Exercise Price thereof, shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a subdivision or consolidation of shares or the payment of a stock
dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without receipt of consideration by the Company".


          In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the
Board, this Option shall terminate immediately prior to such date as is
determined by the Board, which date shall be no later than the consummation of
such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to
do so, to substitute for any unexercised Option a stock option or capital stock
of such surviving of such surviving entity, as applicable, which on an equitable
basis shall provide the Optionee with substantially the same economic benefit as
such unexercised Option, then the Board may grant to such Optionee, in its sole
and absolute discretion and without obligation, the right for a period
commencing thirty (30) days prior to and ending immediately prior to the date
determined by the Board pursuant hereto for termination of the Option or during
the remaining term of the Option, whichever is the lesser, to exercise any
unexpired Option or Options without regard to the installment provisions of
Section 5; provided, however, that such exercise shall be subject to the
consummation of such Reorganization. 

          Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply. 

          In the
event of a change in the shares of the Company as presently constituted, which
is limited to a change of all of its authorized Stock without par value into the
same number of shares 

- 17 - 




of Stock with a par value, the shares resulting from any such
change shall be deemed to be the Shares within the meaning of this Option. 

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

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

         
11.      Additional Consideration. Should the
Internal Revenue Service determine that the Exercise Price established by the
Board as the fair market value per Share is less than the fair market value per
Share as of the date of Option grant, Optionee hereby agrees to tender such
additional consideration, or agrees to tender upon exercise of all or a portion
of this Option, such fair market value per Share as is determined by the
Internal Revenue Service. 

         
12.      Modification, Extension and Renewal of
Options. The Board may modify, extend or renew this Option or accept the
surrender thereof (to the extent not theretofore exercised) and authorize the
granting of a new option in substitution therefore (to the extent not
theretofore exercised), subject at all times to the Plan, and Section 422 of the
Code and applicable securities laws. Notwithstanding the foregoing provisions of
this Section 12, no modification shall, without the consent of the Optionee,
alter to the Optionee's detriment or impair any rights of Optionee hereunder.


         
13.      Investment Intent; Restrictions on
Transfer. 

         
(a)      Optionee represents and agrees that if
Optionee exercises this Option in whole or in part, Optionee will in each case
acquire the Shares upon such exercise for the purpose of investment and not with
a view to, or for resale in connection with, any distribution thereof; and that
upon such exercise of this Option in whole or in part, Optionee (or any person
or persons entitled to exercise this Option under the provisions of Sections 7
and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by
this Option are registered under the Securities Act, either before or after the
exercise of this Option in whole or in part, the Optionee shall be relieved of
the foregoing investment representation and agreement and shall not be required
to furnish the Company with the foregoing written statement. 

         
(b)      Optionee further represents that Optionee has
had access to the financial statements or books and records of the Company, has
had the opportunity to ask questions 

- 18 - 




of the Company concerning its business,
operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information. 

         
(c)      Unless and until the Shares represented by
this Option are registered under the Securities Act, all certificates
representing the Shares and any certificates subsequently issued in substitution
therefor and any certificate for any securities issued pursuant to any stock
split, share reclassification, stock dividend or other similar capital event
shall bear legends in substantially the following form: 

THESE SECURITIES HAVE NOT BEEN
REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE
SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT
TO EXEMPTIONS THEREFROM. 

THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN INCENTIVE STOCK OPTION
AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY
UNDER CERTAIN CONDITIONS. 

such other legend or legends as the Company and its counsel
deem necessary or appropriate. Appropriate stop transfer instructions with
respect to the Shares have been placed with the Company's transfer agent. 

         
14.      Effects of Early Disposition. Optionee
understands that if an Optionee disposes of shares acquired hereunder within two
(2) years after the date of this Option or within one (1) year after the date of
issuance of such shares to Optionee, such Optionee will be treated for income
tax purposes as having received ordinary income at the time of such disposition
of an amount generally measured by the difference between the purchase price and
the fair market value of such stock on the date of exercise, subject to
adjustment for any tax previously paid, in addition to any tax on the difference
between the sales price and Optionee's adjusted cost basis in such shares. The
foregoing amount may be measured differently if Optionee is an officer, director
or ten percent holder of the Company. Optionee agrees to notify the Company
within ten (10) working days of any such disposition. 

         
15.      Stand-off Agreement. Optionee agrees
that in connection with any registration of the Company's securities under the
Securities Act, and upon the request of the Company or any underwriter managing
an underwritten offering of the Company's securities, Optionee shall not sell,
short any sale of, loan, grant an option for, or otherwise dispose of any of the
Shares (other than Shares included in the offering) without the prior written
consent of the Company or such managing underwriter, as applicable, for a period
of at least one year following the effective date of registration of such
offering. 

- 19 - 




         
16.      Restriction Upon Transfer. The Shares
may not be sold, transferred or otherwise disposed of and shall not be pledged
or otherwise hypothecated by the Optionee except as hereinafter provided. 

         
(a)      Repurchase Right on Termination Other Than
for Cause. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Optionee's employment by
the Company, voluntary or involuntary and with or without cause; (ii) retirement
or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to
have occurred as of the date on which a voluntary or involuntary petition in
bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of
the marriage of Optionee, to the extent that any of the Shares are allocated as
the sole and separate property of Optionee's spouse pursuant thereto (in which
case this Section shall only apply to the Shares so affected); or (v) any
attempted transfer by the Optionee of Shares, or any interest therein, in
violation of this Agreement. Upon the occurrence of a Repurchase Event, the
Company shall have the right (but not an obligation) to repurchase all or any
portion of the Shares of Optionee at a price equal to the fair value of the
Shares as of the date of the Repurchase Event. 

         
(b)      Repurchase Right on Termination for Cause.
In the event Optionee's employment is terminated by the Company "for
cause", then the Company shall have the right (but not an obligation) to
repurchase Shares of Optionee at a price equal to the Exercise Price. Such right
of the Company to repurchase Shares shall apply to 100% of the Shares for one
(1) year from the date of this Agreement; and shall thereafter lapse at the rate
of twenty percent (20%) of the Shares on each anniversary of the date of this
Agreement. In addition, the Company shall have the right, in the sole discretion
of the Board and without obligation, to repurchase upon termination for cause
all or any portion of the Shares of Optionee, at a price equal to the fair value
of the Shares as of the date of termination, which right is not subject to the
foregoing lapsing of rights. In the event the Company elects to repurchase the
Shares, the stock certificates representing the same shall forthwith be returned
to the Company for cancellation. 

         
(c)      Exercise of Repurchase Right. Any
repurchase right under Paragraphs 16(a) or 16(b) shall be exercised by giving
notice of exercise as provided herein to Optionee or the estate of Optionee, as
applicable. Such right shall be exercised, and the repurchase price thereunder
shall be paid, by the Company within a ninety (90) day period beginning on the
date of notice to the Company of the occurrence of such Repurchase Event (except
in the case of termination of employment or retirement, where such option period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price
shall be payable only in the form of cash (including a check drafted on
immediately available funds) or cancellation of purchase money indebtedness of
the Optionee for the Shares. If the Company can not purchase all such Shares
because it is unable to meet the financial tests set forth in the Nevada
corporation law, the Company shall have the right to purchase as many Shares as
it is permitted to purchase under such law. Any Shares not purchased by the
Company hereunder shall no longer be subject to the provisions of this Section
16. 

- 20 - 




         
(d)      Right of First Refusal. In the event
Optionee desires to transfer any Shares during his or her lifetime, Optionee
shall first offer to sell such Shares to the Company. Optionee shall deliver to
the Company written notice of the intended sale, such notice to specify the
number of Shares to be sold, the proposed purchase price and terms of payment,
and grant the Company an option for a period of thirty days following receipt of
such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Optionee
within the thirty (30) day notice period and agree to pay the purchase price in
the manner provided in the notice. If the Company does not purchase all of the
Shares so offered during foregoing option period, Optionee shall be under no
obligation to sell any of the offered Shares to the Company, but may dispose of
such Shares in any lawful manner during a period of one hundred and eighty (180)
days following the end of such notice period, except that Optionee shall not
sell any such Shares to any other person at a lower price or upon more favorable
terms than those offered to the Company. 

         
(e)      Acceptance of Restrictions. Acceptance
of the Shares shall constitute the Optionee's agreement to such restrictions and
the legending of his or her certificates with respect thereto. Notwithstanding
such restrictions, however, so long as the Optionee is the holder of the Shares,
or any portion thereof, he or she shall be entitled to receive all dividends
declared on and to vote the Shares and to all other rights of a shareholder with
respect thereto. 

         
(f)      Permitted Transfers. Notwithstanding
any provisions in this Section 16 to the contrary, the Optionee may transfer
Shares subject to this Agreement to his or her parents, spouse, children, or
grandchildren, or a trust for the benefit of the Optionee or any such
transferee(s); provided, that such permitted transferee(s) shall hold the Shares
subject to all the provisions of this Agreement (all references to the Optionee
herein shall in such cases refer mutatis mutandis to the permitted transferee,
except in the case of clause (iv) of Section 16(a) wherein the permitted
transfer shall be deemed to be rescinded); and provided further, that
notwithstanding any other provisions in this Agreement, a permitted transferee
may not, in turn, make permitted transfers without the written consent of the
Optionee and the Company. 

         
(g)      Release of Restrictions on Shares. All
other restrictions under this Section 16 shall terminate five (5) years
following the date of this Agreement, or when the Company's securities are
publicly traded, whichever occurs earlier. 

         
17.      Notices. Any notice required to be
given pursuant to this Option or the Plan shall be in writing and shall be
deemed to be delivered upon receipt or, in the case of notices by the Company,
five (5) days after deposit in the U.S. mail, postage prepaid, addressed to
Optionee at the address last provided to the Company by Optionee for his or her
employee records. 

         
18.      Agreement Subject to Plan; Applicable Law.
This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the
principal office of the Company. Any provision of this Option inconsistent with
the Plan shall be considered void and replaced with the applicable provision of
the Plan. This Option has been granted, executed and delivered in the State of
Nevada, and the interpretation and 

- 21 - 




enforcement shall be governed by the laws thereof and subject
to the exclusive jurisdiction of the courts therein. 

         
IN WITNESS WHEREOF, the parties hereto have executed this
Option as of the date first above written. 

	 	COMPANY: 	VECTR SYSTEMS INC., 
	 	  	a Nevada corporation 
	 	  	  
	 	  	  
	 	  	By:  
      __________________________________
	 	  	Name: 
  ________________________________
	 	  	Title: 
    _________________________________
	 	  	  
	 	  	  
	 	OPTIONEE: 	  
	 	  	By:  
      __________________________________
	 	  	         
      (signature) 
	 	  	Name: 
  ________________________________


(one of the following, as appropriate, shall be signed)


	I certify that as of the date hereof I 	 	By his or her signature, the spouse of 
	am unmarried 	 	Optionee hereby agrees to be bound by the

	  	 	provisions of the foregoing INCENTIVE 
	  	 	STOCK OPTION AGREEMENT 
	  	 	  
	  	 	  
	Optionee 	 	Spouse of Optionee 


- 22 - 




Appendix A 

NOTICE OF EXERCISE 

VECTR SYSTEMS INC. 

          Re:
Incentive Stock Option 

          Notice
is hereby given pursuant to Section 6 of my Incentive Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement: 

         
Incentive Stock Option Agreement dated: ____________

          Number
of shares being purchased: ____________

          Exercise
Price: $____________


          A check
in the amount of the aggregate price of the shares being purchased is attached.


          I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option. 

          I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares. 

          I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Company's 2007 Stock Option Plan. 

By:  
____________________________________
         
(signature) 
Name: ___________________________________

Appendix A 





	EXHIBIT B-1 
	  
	VECTR SYSTEMS INC. 
	NONSTATUTORY STOCK OPTION AGREEMENT 
	 


         
THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement")
is made and entered into as of the date set forth below, by and between VECTR
SYSTEMS INC., a Nevada corporation (the "Company"), and the employee of
the Company named in Section 1(b) ("Optionee"). 

          In
consideration of the covenants herein set forth, the parties hereto agree as
follows: 

         
1.      Option
Information. 
                        
(a)      Date of
Option:          
______________________________
                        
(b)     
Optionee:                    
______________________________
                        
(c)      Number of
Shares:     
______________________________
                        
(d)      Exercise
Price:            
______________________________

         
2.      Acknowledgements. 

         
  (a)      Optionee is an employee of the Company. 

         
(b)      The Board of Directors (the "Board"
which term shall include an authorized committee of the Board of Directors) and
shareholders of the Company have heretofore adopted a 2007 Stock Option Plan
(the "Plan"), pursuant to which this Option is being granted. 

         
(c)      The Board has authorized the granting to
Optionee of a nonstatutory stock option ("Option") to purchase shares of
common stock of the Company ("Stock") upon the terms and conditions
hereinafter stated and pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act") provided by
Rule 701 thereunder. 

         
3.      Shares; Price. The Company hereby grants
to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above
(the "Shares") for cash (or other consideration as is authorized under
the Plan and acceptable to the Board, in their sole and absolute discretion) at
the price per Share set forth in Section 1(d) above (the "Exercise
Price"), such price being not less than eighty-five percent (85%) of the
fair market value per share of the Shares covered by this Option as of the date
hereof. 

         
4.      Term of Option; Continuation of Employment.
This Option shall expire, and all rights hereunder to purchase the Shares
shall terminate five (5) years from the date hereof. This Option shall earlier
terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
termination of Optionee's employment if such termination occurs prior to the end
of such five (5) year period. Nothing contained herein shall confer upon
Optionee the 

1 




right to the continuation of his or her employment by the
Company or to interfere with the right of the Company to terminate such
employment or to increase or decrease the compensation of Optionee from the rate
in existence at the date hereof. 

         
5.      Vesting of Option. Subject to the
provisions of Sections 7 and 8 hereof, this Option shall become exercisable
during the term of Optionee's employment in five (5) equal annual installments
of twenty percent (20%) of the Shares covered by this Option, the first
installment to be exercisable on the first anniversary of the date of this
Option, with an additional twenty percent (20%) of such Shares becoming
exercisable on each of the four (4) successive anniversary dates. The
installments shall be cumulative (i.e., this option may be exercised, as to any
or all shares covered by an installment, at any time or times after an
installment becomes exercisable and until expiration or termination of this
option). 

         
6.      Exercise. This Option shall be exercised
by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set
forth on the form of Notice of Exercise attached hereto as Appendix A,
(b) a check or cash in the amount of the Exercise Price of the Shares covered by
the notice (or such other consideration as has been approved by the Board of
Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. This Option shall not be assignable or
transferable, except by will or by the laws of descent and distribution, and
shall be exercisable only by Optionee during his or her lifetime, except as
provided in Section 8 hereof. 

         
7.      Termination of Employment. If Optionee
shall cease to be employed by the Company for any reason, whether voluntarily or
involuntarily, other than by his or her death, Optionee (or if the Optionee
shall die after such termination, but prior to such exercise date, Optionee's
personal representative or the person entitled to succeed to the Option) shall
have the right at any time within three (3) months following such termination of
employment or the remaining term of this Option, whichever is the lesser, to
exercise in whole or in part this Option to the extent, but only to the extent,
that this Option is exercisable as of the date of termination of employment and
have not previously been exercised; provided, however: (i) if Optionee is
permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the
time of termination, the foregoing three (3) month period shall be extended to
six (6) months; or (ii) if Optionee is terminated "for cause" as that term is
defined in Nevada case law related thereto, or by the terms of the Plan or this
Option Agreement or by any employment agreement between the Optionee and the
Company, this Option shall automatically terminate as to all Shares covered by
this Option not exercised prior to termination. Unless earlier terminated, all
rights under this Option shall terminate in any event on the expiration date of
this Option as defined in Section 4 hereof. 

         
8.      Death of Optionee. If the Optionee shall
die while in the employ of the Company, Optionee's personal representative or
the person entitled to Optionee's rights hereunder may at any time within six
(6) months after the date of Optionee's death, or during the remaining term of
this Option, whichever is the lesser, exercise this Option and purchase Shares
to the extent, but only to the extent, that Optionee could have exercised this
Option 

2




as of the date of Optionee's death; provided, in any case, that
this Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee. 

         
9.      No Rights as Shareholder. Optionee shall
have no rights as a shareholder with respect to the Shares covered by any
installment of this Option until the effective date of issuance of Shares
following exercise of this Option, and no adjustment will be made for dividends
or other rights for which the record date is prior to the date such stock
certificate or certificates are issued except as provided in Section 10 hereof.


         
10.      Recapitalization. Subject to any
required action by the shareholders of the Company, the number of Shares covered
by this Option, and the Exercise Price thereof, shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a subdivision or consolidation of shares or the payment of a stock
dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without receipt of consideration by the Company". 

          In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the
Board, this Option shall terminate immediately prior to such date as is
determined by the Board, which date shall be no later than the consummation of
such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to
do so, to substitute for any unexercised Option a stock option or capital stock
of such surviving of such surviving entity, as applicable, which on an equitable
basis shall provide the Optionee with substantially the same economic benefit as
such unexercised Option, then the Board may grant to such Optionee, in its sole
and absolute discretion and without obligation, the right for a period
commencing thirty (30) days prior to and ending immediately prior to the date
determined by the Board pursuant hereto for termination of the Option or during
the remaining term of the Option, whichever is the lesser, to exercise any
unexpired Option or Options without regard to the installment provisions of
Section 5; provided, however, that such exercise shall be subject to the
consummation of such Reorganization. 

          Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply. 

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


3




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

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

         
11.      Taxation upon Exercise of Option.
Optionee understands that, upon exercise of this Option, Optionee will
recognize income, for federal and state income tax purposes, in an amount equal
to the amount by which the fair market value of the Shares, determined as of the
date of exercise, exceeds the Exercise Price. The acceptance of the Shares by
Optionee shall constitute an agreement by Optionee to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the amount of such income and corresponding deduction to the
Company for its income tax purposes. Withholding for federal or state income and
employment tax purposes will be made, if and as required by law, from Optionee's
then current compensation, or, if such current compensation is insufficient to
satisfy withholding tax liability, the Company may require Optionee to make a
cash payment to cover such liability as a condition of the exercise of this
Option. 

         
12.      Modification, Extension and Renewal of
Options. The Board may modify, extend or renew this Option or accept the
surrender thereof (to the extent not theretofore exercised) and authorize the
granting of a new option in substitution therefore (to the extent not
theretofore exercised), subject at all times to the Plan, the Code and
applicable securities laws. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder. 

         
13.      Investment Intent; Restrictions on
Transfer. 

         
(a)      Optionee represents and agrees that if
Optionee exercises this Option in whole or in part, Optionee will in each case
acquire the Shares upon such exercise for the purpose of investment and not with
a view to, or for resale in connection with, any distribution thereof; and that
upon such exercise of this Option in whole or in part, Optionee (or any person
or persons entitled to exercise this Option under the provisions of Sections 7
and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by
this Option are registered under the Securities Act, either 

4




before or after the exercise of this
Option in whole or in part, the Optionee shall be relieved of the foregoing
investment representation and agreement and shall not be required to furnish the
Company with the foregoing written statement. 

         
(b)      Optionee further represents that Optionee has
had access to the financial statements or books and records of the Company, has
had the opportunity to ask questions of the Company concerning its business,
operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information 

         
(c)      Unless and until the Shares represented by
this Option are registered under the Securities Act, all certificates
representing the Shares and any certificates subsequently issued in substitution
therefor and any certificate for any securities issued pursuant to any stock
split, share reclassification, stock dividend or other similar capital event
shall bear legends in substantially the following form: 

THESE SECURITIES HAVE NOT BEEN
REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE
SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT
TO EXEMPTIONS THEREFROM. 

THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION
AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY
UNDER CERTAIN CONDITIONS. 

and/or such other legend or legends as the Company and its
counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


         
14.      Stand-off Agreement. Optionee agrees
that, in connection with any registration of the Company's securities under the
Securities Act, and upon the request of the Company or any underwriter managing
an underwritten offering of the Company's securities, Optionee shall not sell,
short any sale of, loan, grant an option for, or otherwise dispose of any of the
Shares (other than Shares included in the offering) without the prior written
consent of the Company or such managing underwriter, as applicable, for a period
of at least one year following the effective date of registration of such
offering. 

5




         
15.      Restriction Upon Transfer. The Shares
may not be sold, transferred or otherwise disposed of and shall not be pledged
or otherwise hypothecated by the Optionee except as hereinafter provided. 

         
(a)      Repurchase Right on Termination Other Than for
Cause. For the purposes of this Section, a "Repurchase Event" shall mean
an occurrence of one of (i) termination of Optionee's employment by the Company,
voluntary or involuntary and with or without cause; (ii) retirement or death of
Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred
as of the date on which a voluntary or involuntary petition in bankruptcy is
filed with a court of competent jurisdiction; (iv) dissolution of the marriage
of Optionee, to the extent that any of the Shares are allocated as the sole and
separate property of Optionee's spouse pursuant thereto (in which case, this
Section shall only apply to the Shares so affected); or (v) any attempted
transfer by the Optionee of Shares, or any interest therein, in violation of
this Agreement. Upon the occurrence of a Repurchase Event, the Company shall
have the right (but not an obligation) to repurchase all or any portion of the
Shares of Optionee at a price equal to the fair value of the Shares as of the
date of the Repurchase Event. 

         
(b)      Repurchase Right on Termination for Cause. In
the event Optionee's employment is terminated by the Company "for cause", then
the Company shall have the right (but not an obligation) to repurchase Shares of
Optionee at a price equal to the Exercise Price. Such right of the Company to
repurchase Shares shall apply to 100% of the Shares for one (1) year from the
date of this Agreement; and shall thereafter lapse at the rate of twenty percent
(20%) of the Shares on each anniversary of the date of this Agreement. In
addition, the Company shall have the right, in the sole discretion of the Board
and without obligation, to repurchase upon termination for cause all or any
portion of the Shares of Optionee, at a price equal to the fair value of the
Shares as of the date of termination, which right is not subject to the
foregoing lapsing of rights. In the event the Company elects to repurchase the
Shares, the stock certificates representing the same shall forthwith be returned
to the Company for cancellation. 

         
(c)      Exercise of Repurchase Right. Any repurchase
right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of
exercise as provided herein to Optionee or the estate of Optionee, as
applicable. Such right shall be exercised, and the repurchase price thereunder
shall be paid, by the Company within a ninety (90) day period beginning on the
date of notice to the Company of the occurrence of such Repurchase Event (except
in the case of termination of employment or retirement, where such option period
shall begin upon the occurrence of the Repurchase Event). Such repurchase
price shall be payable only in the form of cash (including a check drafted on
immediately available funds) or cancellation of purchase money indebtedness of
the Optionee for the Shares. If the Company can not purchase all such Shares
because it is unable to meet the financial tests set forth in the Nevada
corporation law, the Company shall have the right to purchase as many Shares as
it is permitted to purchase under such law. Any Shares not purchased by the
Company hereunder shall no longer be subject to the provisions of this Section
15. 

6




         
(d)      Right of First Refusal. In the event Optionee
desires to transfer any Shares during his or her lifetime, Optionee shall first
offer to sell such Shares to the Company. Optionee shall deliver to the Company
written notice of the intended sale, such notice to specify the number of Shares
to be sold, the proposed purchase price and terms of payment, and grant the
Company an option for a period of thirty days following receipt of such notice
to purchase the offered Shares upon the same terms and conditions. To exercise
such option, the Company shall give notice of that fact to Optionee within the
thirty (30) day notice period and agree to pay the purchase price in the manner
provided in the notice. If the Company does not purchase all of the Shares so
offered during foregoing option period, Optionee shall be under no obligation to
sell any of the offered Shares to the Company, but may dispose of such Shares in
any lawful manner during a period of one hundred and eighty (180) days following
the end of such notice period, except that Optionee shall not sell any such
Shares to any other person at a lower price or upon more favorable terms than
those offered to the Company. 

         
(e)      Acceptance of Restrictions. Acceptance of the
Shares shall constitute the Optionee's agreement to such restrictions and the
legending of his or her certificates with respect thereto. Notwithstanding such
restrictions, however, so long as the Optionee is the holder of the Shares, or
any portion thereof, he or she shall be entitled to receive all dividends
declared on and to vote the Shares and to all other rights of a shareholder with
respect thereto. 

         
(f)      Permitted Transfers. Notwithstanding any
provisions in this Section 15 to the contrary, the Optionee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or
grandchildren, or a trust for the benefit of the Optionee or any such
transferee(s); provided, that such permitted transferee(s) shall hold the Shares
subject to all the provisions of this Agreement (all references to the Optionee
herein shall in such cases refer mutatis mutandis to the permitted transferee,
except in the case of clause (iv) of Section 15(a) wherein the permitted
transfer shall be deemed to be rescinded); and provided further, that
notwithstanding any other provisions in this Agreement, a permitted transferee
may not, in turn, make permitted transfers without the written consent of the
Optionee and the Company. 

         
(g)      Release of Restrictions on Shares. All other
restrictions under this Section 15 shall terminate five (5) years following the
date of this Agreement, or when the Company's securities are publicly traded,
whichever occurs earlier. 

         
16.      Notices. Any notice required to
be given pursuant to this Option or the Plan shall be in writing and shall be
deemed to be delivered upon receipt or, in the case of notices by the Company,
five (5) days after deposit in the U.S. mail, postage prepaid, addressed to
Optionee at the address last provided to the Company by Optionee for his or her
employee records. 

         
17.      Agreement Subject to Plan; Applicable Law.
This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to 

7




Optionee, at no charge, at the principal office of the Company.
Any provision of this Option inconsistent with the Plan shall be considered void
and replaced with the applicable provision of the Plan. This Option has been
granted, executed and delivered in the State of Nevada, and the interpretation
and enforcement shall be governed by the laws thereof and subject to the
exclusive jurisdiction of the courts therein. 

          IN
  WITNESS WHEREOF, the parties hereto have executed this Option as of
  the date first above written. 

	 	COMPANY: 	VECTR SYSTEMS INC., 
	 	  	a Nevada corporation 
	 	  	  
	 	  	  
	 	  	By:   __________________________________
	 	  	Name:  ________________________________
	 	  	Title:  _________________________________
	 	  	  
	 	  	  
	 	OPTIONEE: 	  
	 	  	By:   __________________________________
	 	  	          (signature)
    
	 	  	Name:  ________________________________


(one of the following, as appropriate, shall be signed)


	I certify that as of the date 	 	By his or her signature, the spouse of 
	hereof I am unmarried 	 	Optionee hereby agrees to be bound by 
	  	 	the provisions of the foregoing 
	  	 	NONSTATUTORY STOCK OPTION 
	  	 	AGREEMENT 
	  	 	  
	  	 	  
	Optionee 	 	Spouse of Optionee 


8




Appendix A 

NOTICE OF EXERCISE 

VECTR SYSTEMS INC. 

          Re:
Nonstatutory Stock Option 

          Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement: 

         
Nonstatutory Stock Option Agreement dated: ____________

          Number
of shares being purchased: ____________

          Exercise
Price: $____________


          A check
in the amount of the aggregate price of the shares being purchased is attached.


          I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option. 

          I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares. 

          I agree
  to provide to the Company such additional documents or information as may be
  required pursuant to the Company's 2007 Stock Option Plan. 

By:   ____________________________________

            (signature) 

  Name: ___________________________________

9 





	EXHIBIT B-2 
	  
	VECTR SYSTEMS INC. 
	NONSTATUTORY STOCK OPTION AGREEMENT 
	 


         
THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement")
is made and entered into as of the date set forth below, by and between VECTR
SYSTEMS INC., a Nevada corporation (the "Company"), and the Director of
the Company named in Section 1(b) ("Optionee"). 

          In
consideration of the covenants herein set forth, the parties hereto agree as
follows: 

         
1.      Option
Information. 
                        
(a)      Date of
Option:          
______________________________
                        
(b)     
Optionee:                    
______________________________
                        
(c)      Number of
Shares:     
______________________________
                        
(d)      Exercise
Price:            
______________________________

         
2.      Acknowledgements. 

         
(a)      Optionee is a member of the Board of Directors
of the Company. 

         
(b)      The Board of Directors (the "Board"
which term shall include an authorized committee of the Board of Directors) and
shareholders of the Company have heretofore adopted a 2007 Stock Option Plan
(the "Plan"), pursuant to which this Option is being granted. 

         
(c)      The Board has authorized the granting to
Optionee of a nonstatutory stock option ("Option") to purchase shares of
common stock of the Company ("Stock") upon the terms and conditions
hereinafter stated and pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act") provided by
Rule 701 thereunder. 

         
3.      Shares; Price. The Company hereby grants
to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above
(the "Shares") for cash (or other consideration as is authorized under
the Plan and acceptable to the Board, in their sole and absolute discretion) at
the price per Share set forth in Section 1(d) above (the "Exercise
Price"), such price being not less than eighty-five percent (85%) of the
fair market value per share of the Shares covered by this Option as of the date
hereof. 

         
4.      Term of Option; Continuation of Service.
This Option shall expire, and all rights hereunder to purchase the Shares
shall terminate, ten (10) years from the date hereof. This Option shall earlier
terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
termination of Optionee's service as a director if such termination occurs prior
to the end of such ten (10) year period. Nothing contained herein shall confer
upon Optionee the right 




to the continuation of his or her service as a director by the
Company or to interfere with the right of the Company to terminate such service
or to increase or decrease the compensation of Optionee from the rate in
existence at the date hereof. 

         
5.      Vesting of Option. Subject to the
provisions of Sections 7 and 8 hereof, this Option shall become exercisable
during the term that Optionee serves as a Director of the Company in three (3)
equal annual installments of thirty-three and one-third percent (33 1/3%) of the
Shares covered by this Option, the first installment to be exercisable on the
first anniversary of the date of this Option, with an additional thirty-three
and one-third percent (33 1/3%) of such Shares becoming exercisable on each of
the two (2) successive anniversary dates. The installments shall be cumulative
(i.e., this option may be exercised, as to any or all shares covered by an
installment, at any time or times after an installment becomes exercisable and
until expiration or termination of this option). 

         
6.      Exercise. This Option shall be exercised
by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set
forth on the form of Notice of Exercise attached hereto as Appendix A,
(b) a check or cash in the amount of the Exercise Price of the Shares covered by
the notice (or such other consideration as has been approved by the Board of
Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. This Option shall not be assignable or
transferable, except by will or by the laws of descent and distribution, and
shall be exercisable only by Optionee during his or her lifetime, except as
provided in Section 8 hereof. 

         
7.      Termination of Service. If Optionee
shall cease to serve as a Director of the Company for any reason, no further
installments shall vest pursuant to Section 5, and the maximum number of Shares
that Optionee may purchase pursuant hereto shall be limited to the number of
Shares that are vested as of the date Optionee ceases to be a Director (to the
nearest whole Share). Thereupon, Optionee shall have the right to exercise this
Option, at any time during the remaining term hereof, to the extent, but only to
the extent, that this Option is exercisable as of the date Optionee ceases to be
a Director; provided, however, if Optionee is removed as a Director pursuant to
the Nevada corporation law, the foregoing right to exercise shall automatically
terminate on the date Optionee ceases to be a Director as to all Shares covered
by this Option not exercised prior to termination. Unless earlier terminated,
all rights under this Option shall terminate in any event on the expiration date
of this Option as defined in Section 4 hereof. 

         
8.      Death of Optionee. If the Optionee shall
die while in the service of the Company, Optionee's personal representative or
the person entitled to Optionee's rights hereunder may at any time within six
(6) months after the date of Optionee's death, or during the remaining term of
this Option, whichever is the lesser, exercise this Option and purchase Shares
to the extent, but only to the extent, that Optionee could have exercised this
Option as of the date of Optionee's death; provided, in any case, that this
Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee. 

         
9.      No Rights as Shareholder. Optionee shall
have no rights as a shareholder with respect to the Shares covered by any
installment of this Option until the effective date of 

2




issuance of Shares following exercise of this Option, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such stock certificate or certificates are issued except as
provided in Section 10 hereof. 

         
10.      Recapitalization. Subject to any
required action by the shareholders of the Company, the number of Shares covered
by this Option, and the Exercise Price thereof, shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a subdivision or consolidation of shares or the payment of a stock
dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without receipt of consideration by the Company". 

          In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the
Board, this Option shall terminate immediately prior to such date as is
determined by the Board, which date shall be no later than the consummation of
such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to
do so, to substitute for any unexercised Option a stock option or capital stock
of such surviving of such surviving entity, as applicable, which on an equitable
basis shall provide the Optionee with substantially the same economic benefit as
such unexercised Option, then the Board may grant to such Optionee, in its sole
and absolute discretion and without obligation, the right for a period
commencing thirty (30) days prior to and ending immediately prior to the date
determined by the Board pursuant hereto for termination of the Option or during
the remaining term of the Option, whichever is the lesser, to exercise any
unexpired Option or Options without regard to the installment provisions of
Section 5; provided, however, that such exercise shall be subject to the
consummation of such Reorganization. 

          Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply. 

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


          To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of Shares subject to 

3




this Option shall not be affected by, and no adjustments shall
be made by reason of, any dissolution, liquidation, merger, consolidation or
sale of assets or capital stock, or any issue by the Company of shares of stock
of any class or securities convertible into shares of stock of any class. 

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

         
11.      Taxation upon Exercise of Option.
Optionee understands that, upon exercise of this Option, Optionee will
recognize income, for federal and state income tax purposes, in an amount equal
to the amount by which the fair market value of the Shares, determined as of the
date of exercise, exceeds the Exercise Price. The acceptance of the Shares by
Optionee shall constitute an agreement by Optionee to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the amount of such income and corresponding deduction to the
Company for its income tax purposes. Withholding for federal or state income and
employment tax purposes will be made, if and as required by law, from Optionee's
then current compensation, or, if such current compensation is insufficient to
satisfy withholding tax liability, the Company may require Optionee to make a
cash payment to cover such liability as a condition of the exercise of this
Option. 

         
12.      Modification, Extension and Renewal of
Options. The Board may modify, extend or renew this Option or accept the
surrender thereof (to the extent not theretofore exercised) and authorize the
granting of a new option in substitution therefore (to the extent not
theretofore exercised), subject at all times to the Plan, the Code and
applicable securities laws. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder. 

         
13.      Investment Intent; Restrictions on
Transfer. 

         
(a)      Optionee represents and agrees that if
Optionee exercises this Option in whole or in part, Optionee will in each case
acquire the Shares upon such exercise for the purpose of investment and not with
a view to, or for resale in connection with, any distribution thereof; and that
upon such exercise of this Option in whole or in part, Optionee (or any person
or persons entitled to exercise this Option under the provisions of Sections 7
and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by
this Option are registered under the Securities Act, either before or after the
exercise of this Option in whole or in part, the Optionee shall be relieved of
the foregoing investment representation and agreement and shall not be required
to furnish the Company with the foregoing written statement. 

         
(b)      Optionee further represents that Optionee has
had access to the financial statements or books and records of the Company, has
had the opportunity to ask 

4




questions of the Company concerning its
business, operations and financial condition, and to obtain additional
information reasonably necessary to verify the accuracy of such information.


         
(c)      Unless and until the Shares represented by
this Option are registered under the Securities Act, all certificates
representing the Shares and any certificates subsequently issued in substitution
therefor and any certificate for any securities issued pursuant to any stock
split, share reclassification, stock dividend or other similar capital event
shall bear legends in substantially the following form: 

THESE SECURITIES HAVE NOT BEEN
REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE
SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT
TO EXEMPTIONS THEREFROM. 

THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION
AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY
UNDER CERTAIN CONDITIONS. 

and/or such other legend or legends as the Company and its
counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


         
14.      Stand-off Agreement. Optionee agrees
that, in connection with any registration of the Company's securities under the
Securities Act, and upon the request of the Company or any underwriter managing
an underwritten offering of the Company's securities, Optionee shall not sell,
short any sale of, loan, grant an option for, or otherwise dispose of any of the
Shares (other than Shares included in the offering) without the prior written
consent of the Company or such managing underwriter, as applicable, for a period
of at least one year following the effective date of registration of such
offering. 

         
15.      Restriction Upon Transfer. The Shares
may not be sold, transferred or otherwise disposed of and shall not be pledged
or otherwise hypothecated by the Optionee except as hereinafter provided. 

         
(a)      Repurchase Right on Termination Other Than
by Removal. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Optionee's service as a
director; (ii) death of Optionee; (iii) bankruptcy of Optionee, which shall be
deemed to have occurred as of the date on 

5




which a voluntary or involuntary
petition in bankruptcy is filed with a court of competent jurisdiction; (iv)
dissolution of the marriage of Optionee, to the extent that any of the Shares
are allocated as the sole and separate property of Optionee's spouse pursuant
thereto (in which case, this Section shall only apply to the Shares so
affected); or (v) any attempted transfer by the Optionee of Shares, or any
interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, and upon mutual agreement of the Company and Optionee, the
Company may repurchase all or any portion of the Shares of Optionee at a price
equal to the fair value of the Shares as of the date of the Repurchase Event.


         
(b)      Repurchase Right on Removal. In the
event Optionee is removed as a director pursuant to the Nevada corporation law,
or Optionee voluntarily resigns as a director prior to the date upon which the
last installment of Shares becomes exercisable pursuant to Section 5, then the
Company shall have the right (but not an obligation) to repurchase Shares of
Optionee at a price equal to the Exercise Price. Such right of the Company to
repurchase Shares shall apply to 100% of the Shares for one (1) year from the
date of this Agreement; and shall thereafter lapse ratably in equal annual
increments on each anniversary of the date of this Agreement over the term of
this Option specified in Section 4. In addition, the Company shall have the
right, in the sole discretion of the Board and without obligation, to repurchase
upon removal or resignation all or any portion of the Shares of Optionee, at a
price equal to the fair value of the Shares as of the date of such removal or
resignation, which right is not subject to the foregoing lapsing of rights. In
the event the Company elects to repurchase the Shares, the stock certificates
representing the same shall forthwith be returned to the Company for
cancellation. 

         
(c)      Exercise of Repurchase Right. Any
repurchase right under Paragraphs 15(a) or 15(b) shall be exercised by giving
notice of exercise as provided herein to Optionee or the estate of Optionee, as
applicable. Such right shall be exercised, and the repurchase price thereunder
shall be paid, by the Company within a ninety (90) day period beginning on the
date of notice to the Company of the occurrence of such Repurchase Event (except
in the case of termination or cessation of services as director, where such
option period shall begin upon the occurrence of the Repurchase Event). Such
repurchase price shall be payable only in the form of cash (including a check
drafted on immediately available funds) or cancellation of purchase money
indebtedness of the Optionee for the Shares. If the Company can not purchase all
such Shares because it is unable to meet the financial tests set forth in the
Nevada corporation law, the Company shall have the right to purchase as many
Shares as it is permitted to purchase under such law. Any Shares not purchased
by the Company hereunder shall no longer be subject to the provisions of this
Section 15. 

         
(d)      Right of First Refusal. In the event Optionee
desires to transfer any Shares during his or her lifetime, Optionee shall first
offer to sell such Shares to the Company. Optionee shall deliver to the Company
written notice of the intended sale, such notice to specify the number of Shares
to be sold, the proposed purchase price and terms of payment, and grant the
Company an option for a period of thirty days 

6




following receipt of such notice to
purchase the offered Shares upon the same terms and conditions. To exercise such
option, the Company shall give notice of that fact to Optionee within the thirty
(30) day notice period and agree to pay the purchase price in the manner
provided in the notice. If the Company does not purchase all of the Shares so
offered during foregoing option period, Optionee shall be under no obligation to
sell any of the offered Shares to the Company, but may dispose of such Shares in
any lawful manner during a period of one hundred and eighty (180) days following
the end of such notice period, except that Optionee shall not sell any such
Shares to any other person at a lower price or upon more favorable terms than
those offered to the Company. 

         
(e)      Acceptance of Restrictions. Acceptance of the
Shares shall constitute the Optionee's agreement to such restrictions and the
legending of his or her certificates with respect thereto. Notwithstanding such
restrictions, however, so long as the Optionee is the holder of the Shares, or
any portion thereof, he or she shall be entitled to receive all dividends
declared on and to vote the Shares and to all other rights of a shareholder with
respect thereto. 

         
(f)      Permitted Transfers. Notwithstanding any
provisions in this Section 15 to the contrary, the Optionee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or
grandchildren, or a trust for the benefit of the Optionee or any such
transferee(s); provided, that such permitted transferee(s) shall hold the Shares
subject to all the provisions of this Agreement (all references to the Optionee
herein shall in such cases refer mutatis mutandis to the permitted transferee,
except in the case of clause (iv) of Section 15(a) wherein the permitted
transfer shall be deemed to be rescinded); and provided further, that
notwithstanding any other provisions in this Agreement, a permitted transferee
may not, in turn, make permitted transfers without the written consent of the
Optionee and the Company. 

         
(g)      Release of Restrictions on Shares. All other
restrictions under this Section 15 shall terminate five (5) years following the
date of this Agreement, or when the Company's securities are publicly traded,
whichever occurs earlier. 

         
16.      Notices. Any notice required to be
given pursuant to this Option or the Plan shall be in writing and shall be
deemed to be delivered upon receipt or, in the case of notices by the Company,
five (5) days after deposit in the U.S. mail, postage prepaid, addressed to
Optionee at the address last provided to the Company by Optionee for use in
Company records related to Optionee. 

         
17.      Agreement Subject to Plan; Applicable Law.
This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the
principal office of the Company. Any provision of this Option inconsistent with
the Plan shall be considered void and replaced with the applicable provision of
the Plan. This Option has been granted, executed and delivered in the State of
Nevada, and the interpretation and enforcement shall be governed by the laws
thereof and subject to the exclusive jurisdiction of the courts therein. 

7




          IN WITNESS
  WHEREOF, the parties hereto have executed this Option as of the date first above
  written. 

	 	COMPANY: 	VECTR SYSTEMS INC., 
	 	  	a Nevada corporation 
	 	  	  
	 	  	  
	 	  	By:   __________________________________
	 	  	Name:  ________________________________
	 	  	Title:  _________________________________
	 	  	  
	 	  	  
	 	OPTIONEE: 	  
	 	  	By:   __________________________________
	 	  	          (signature)
    
	 	  	Name:  ________________________________


(one of the following, as appropriate, shall be signed)


	I certify that as of the date 	 	By his or her signature, the spouse of 
	hereof I am unmarried 	 	Optionee hereby agrees to be bound by 
	  	 	the provisions of the foregoing 
	  	 	NONSTATUTORY STOCK OPTION 
	  	 	AGREEMENT 
	  	 	  
	  	 	  
	Optionee 	 	Spouse of Optionee 


8




Appendix A 

NOTICE OF EXERCISE 

VECTR SYSTEMS INC. 

          Re:
Nonstatutory Stock Option 

          Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement: 

         
Nonstatutory Stock Option Agreement dated: ____________

          Number
of shares being purchased: ____________

          Exercise
Price: $____________


          A check
in the amount of the aggregate price of the shares being purchased is attached.


          I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option. 

          I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares. 

          I agree
  to provide to the Company such additional documents or information as may be
  required pursuant to the Company's 2007 Stock Option Plan. 

By:   ____________________________________

            (signature) 

  Name: ___________________________________

9





	EXHIBIT B-3 
	  
	VECTR SYSTEMS INC. 
	NONSTATUTORY STOCK OPTION AGREEMENT 
	 


         
THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement")
is made and entered into as of the date set forth below, by and between VECTR
SYSTEMS INC., a Nevada corporation (the "Company"), and the consultant to
the Company named in Section 1(b) ("Optionee"). 

          In
consideration of the covenants herein set forth, the parties hereto agree as
follows: 

         
1.      Option
Information. 
                        
(a)      Date of
Option:          
______________________________
                        
(b)     
Optionee:                    
______________________________
                        
(c)      Number of
Shares:     
______________________________
                        
(d)      Exercise
Price:            
______________________________

         
2.      Acknowledgements. 

         
(a)      Optionee is an independent consultant to the
Company, not an employee; 

         
(b)      The Board of Directors (the "Board"
which term shall include an authorized committee of the Board of Directors) and
shareholders of the Company have heretofore adopted a 2007 Stock Option Plan
(the "Plan"), pursuant to which this Option is being granted. 

         
(c)      The Board has authorized the granting to
Optionee of a nonstatutory stock option ("Option") to purchase shares of
common stock of the Company ("Stock") upon the terms and conditions
hereinafter stated and pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act") provided by
Rule 701 thereunder. 

         
3.      Shares; Price. The Company hereby grants
to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above
(the "Shares") for cash (or other consideration as is authorized under
the Plan and acceptable to the Board, in their sole and absolute discretion) at
the price per Share set forth in Section 1(d) above (the "Exercise
Price"), such price being not less than eighty-five (85) percent of the fair
market value per share of the Shares covered by this Option as of the date
hereof. 

         
4.      Term of Option. This Option shall
expire, and all rights hereunder to purchase the Shares shall terminate, five
(5) years from the date hereof. Nothing contained herein shall be construed to
interfere in any way with the right of the Company to terminate Optionee as a
consultant to the Company, or to increase or decrease the compensation paid to
Optionee from the rate in effect as of the date hereof. 




         
5.      Vesting of Option. Subject to the
provisions of Sections 7 and 8 hereof, this Option shall become exercisable
during the period that Optionee serves as a consultant of the Company in equal
annual installments, each installment covering a fraction of the Shares, the
numerator of which is one (1) and the denominator of which is the number of
years in the term of this Option (not to exceed 5). The first installment shall
become exercisable on the first anniversary of the date of this Option, and an
additional installment shall become exercisable on each successive anniversary
date during the term of this Option, except the last such anniversary date. The
final installment shall become exercisable ninety days prior to the expiration
of the term of this Option. The installments shall be cumulative (i.e., this
option may be exercised, as to any or all shares covered by an installment, at
any time or times after an installment becomes exercisable and until expiration
or termination of this option). 

         
6.      Exercise. This Option shall be exercised
by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set
forth on the form of Notice of Exercise attached hereto as Appendix A,
(b) a check or cash in the amount of the Exercise Price of the Shares covered by
the notice (or such other consideration as has been approved by the Board of
Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. This Option shall not be assignable or
transferable, except by will or by the laws of descent and distribution, and
shall be exercisable only by Optionee during his or her lifetime, except as
provided in Section 8 hereof. 

         
7.      Termination of Service. If Optionee's
service as a consultant to the Company terminates for any reason, no further
installments shall vest pursuant to Section 5, and Optionee shall have the right
at any time within thirty (30) days following such termination of services or
the remaining term of this Option, whichever is the lesser, to exercise in whole
or in part this Option to the extent, but only to the extent, that this Option
is exercisable as of the date Optionee ceases to be a consultant to the Company;
provided, however, if Optionee is terminated for reasons that would justify a
termination of employment "for cause" as contemplated by Nevada case law
related thereto, the foregoing right to exercise shall automatically terminate
on the date Optionee ceases to be a consultant to the Company as to all Shares
covered by this Option not exercised prior to termination. Unless earlier
terminated, all rights under this Option shall terminate in any event on the
expiration date of this Option as defined in Section 4 hereof. 

         
8.      Death of Optionee. If the Optionee shall
die while serving as a consultant to the Company, Optionee's personal
representative or the person entitled to Optionee's rights hereunder may at any
time within ninety (90) days after the date of Optionee's death, or during the
remaining term of this Option, whichever is the lesser, exercise this Option and
purchase Shares to the extent, but only to the extent, that Optionee could have
exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee. 

         
9.      No Rights as Shareholder. Optionee shall
have no rights as a shareholder with respect to the Shares covered by any
installment of this Option until the effective date of issuance of Shares
following exercise of this Option, and no adjustment will be made for 

2




dividends or other rights for which the record date is prior to
the date such stock certificate or certificates are issued except as provided in
Section 10 hereof. 

         
10.      Recapitalization. Subject to any
required action by the shareholders of the Company, the number of Shares covered
by this Option, and the Exercise Price thereof, shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a subdivision or consolidation of shares or the payment of a stock
dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without receipt of consideration by the Company." 

          In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), this Option shall terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board; provided, however, if Optionee shall be a consultant at
the time such Reorganization is approved by the stockholders, Optionee shall
have the right to exercise this Option as to all or any part of the Shares,
without regard to the installment provisions of Section 5, for a period
beginning 30 days prior to the consummation of such Reorganization and ending as
of the Reorganization or the expiration of this Option, whichever is earlier,
subject to the consummation of the Reorganization. In any event, the Company
shall notify Optionee, at least 30 days prior to the consummation of such
Reorganization, of his or her exercise rights, if any, and that the Option shall
terminate upon the consummation of the Reorganization. 

          Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply. 

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


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

3




of any class. 

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

         
11.      Taxation upon Exercise of Option.
Optionee understands that, upon exercise of this Option, Optionee will
recognize income, for federal and state income tax purposes, in an amount equal
to the amount by which the fair market value of the Shares, determined as of the
date of exercise, exceeds the Exercise Price. The acceptance of the Shares by
Optionee shall constitute an agreement by Optionee to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the amount of such income and corresponding deduction to the
Company for its income tax purposes. Withholding for federal or state income and
employment tax purposes will be made, if and as required by law, from Optionee's
then current compensation, or, if such current compensation is insufficient to
satisfy withholding tax liability, the Company may require Optionee to make a
cash payment to cover such liability as a condition of the exercise of this
Option. 

         
12.      Modification, Extension and Renewal of
Options. The Board may modify, extend or renew this Option or accept the
surrender thereof (to the extent not theretofore exercised) and authorize the
granting of a new option in substitution therefore (to the extent not
theretofore exercised), subject at all times to the Plan, the Code and
applicable securities laws. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder. 

         
13.      Investment Intent; Restrictions on
Transfer. 

         
(a)      Optionee represents and agrees that if
Optionee exercises this Option in whole or in part, Optionee will in each case
acquire the Shares upon such exercise for the purpose of investment and not with
a view to, or for resale in connection with, any distribution thereof; and that
upon such exercise of this Option in whole or in part, Optionee (or any person
or persons entitled to exercise this Option under the provisions of Sections 7
and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by
this Option are registered under the Securities Act, either before or after the
exercise of this Option in whole or in part, the Optionee shall be relieved of
the foregoing investment representation and agreement and shall not be required
to furnish the Company with the foregoing written statement. 

         
(b)      Optionee further represents that Optionee has
had access to the financial statements or books and records of the Company, has
had the opportunity to ask questions of the Company concerning its business,
operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information. 

4




         
(c)      Unless and until the Shares represented by
this Option are registered under the Securities Act, all certificates
representing the Shares and any certificates subsequently issued in substitution
therefor and any certificate for any securities issued pursuant to any stock
split, share reclassification, stock dividend or other similar capital event
shall bear legends in substantially the following form: 

THESE SECURITIES HAVE NOT BEEN
REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE
SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT
TO EXEMPTIONS THEREFROM. 

THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION
AGREEMENT DATED ___________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY
UNDER CERTAIN CONDITIONS. 

and/or such other legend or legends as the Company and its
counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


          14.
Stand-off Agreement. Optionee agrees that, in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of at least
one year following the effective date of registration of such offering. 

          15.
Restriction Upon Transfer. The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated by the
Optionee except as hereinafter provided. 

         
(a)      Repurchase Right on Termination Other Than
for Cause. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Optionee's service as a
consultant, voluntary or involuntary and with or without cause; (ii) death of
Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred
as of the date on which a voluntary or involuntary petition in bankruptcy is
filed with a court of competent jurisdiction; (iv) dissolution of the marriage
of Optionee, to the extent that any of the Shares are allocated as the sole and
separate property of Optionee's spouse pursuant thereto (in which case, this


5




Section shall only apply to the Shares
so affected); or (v) any attempted transfer by the Optionee of Shares, or any
interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, the Company shall have the right (but not an obligation) to
repurchase all or any portion of the Shares of Optionee at a price equal to the
fair value of the Shares as of the date of the Repurchase Event. 

         
(b)      Repurchase Right on Termination for Cause.
In the event Optionee's service as a consultant is terminated by the Company
"for cause" (as contemplated by Section 7), then the Company shall have the
right (but not an obligation) to repurchase Shares of Optionee at a price equal
to the Exercise Price. Such right of the Company to repurchase Shares shall
apply to 100% of the Shares for one (1) year from the date of this Agreement;
and shall thereafter lapse ratably in equal annual increments on each
anniversary of the date of this Agreement over the term of this Option specified
in Section 4. In addition, the Company shall have the right, in the sole
discretion of the Board and without obligation, to repurchase upon any such
termination of service for cause all or any portion of the Shares of Optionee,
at a price equal to the fair value of the Shares as of the date of termination,
which right is not subject to the foregoing lapsing of rights. In the event the
Company elects to repurchase the Shares, the stock certificates representing the
same shall forthwith be returned to the Company for cancellation. 

         
(c)      Exercise of Repurchase Right. Any
repurchase right under Paragraphs 15(a) or 15(b) shall be exercised by giving
notice of exercise as provided herein to Optionee or the estate of Optionee, as
applicable. Such right shall be exercised, and the repurchase price thereunder
shall be paid, by the Company within a ninety (90) day period beginning on the
date of notice to the Company of the occurrence of such Repurchase Event (except
in the case of termination of service as a consultant, where such option period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price
shall be payable only in the form of cash (including a check drafted on
immediately available funds) or cancellation of purchase money indebtedness of
the Optionee for the Shares. If the Company can not purchase all such Shares
because it is unable to meet the financial tests set forth in the Nevada
corporation law, the Company shall have the right to purchase as many Shares as
it is permitted to purchase under such law. Any Shares not purchased by the
Company hereunder shall no longer be subject to the provisions of this Section
15. 

         
(d)      Right of First Refusal. In the event
Optionee desires to transfer any Shares during his or her lifetime, Optionee
shall first offer to sell such Shares to the Company. Optionee shall deliver to
the Company written notice of the intended sale, such notice to specify the
number of Shares to be sold, the proposed purchase price and terms of payment,
and grant the Company an option for a period of thirty days following receipt of
such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Optionee
within the thirty (30) day notice period and agree to pay the purchase price in
the manner provided in the notice. If the Company does not purchase all of the
Shares so offered during foregoing option period, Optionee shall be under no
obligation to sell any of the offered Shares to the Company, but may dispose of
such 

6




Shares in any lawful manner during a
period of one hundred and eighty (180) days following the end of such notice
period, except that Optionee shall not sell any such Shares to any other person
at a lower price or upon more favorable terms than those offered to the Company.


         
(e)      Acceptance of Restrictions. Acceptance
of the Shares shall constitute the Optionee's agreement to such restrictions and
the legending of his or her certificates with respect thereto. Notwithstanding
such restrictions, however, so long as the Optionee is the holder of the Shares,
or any portion thereof, he or she shall be entitled to receive all dividends
declared on and to vote the Shares and to all other rights of a shareholder with
respect thereto. 

         
(f)      Permitted Transfers. Notwithstanding
any provisions in this Section 15 to the contrary, the Optionee may transfer
Shares subject to this Agreement to his or her parents, spouse, children, or
grandchildren, or a trust for the benefit of the Optionee or any such
transferee(s); provided, that such permitted transferee(s) shall hold the Shares
subject to all the provisions of this Agreement (all references to the Optionee
herein shall in such cases refer mutatis mutandis to the permitted transferee,
except in the case of clause (iv) of Section 15(a) wherein the permitted
transfer shall be deemed to be rescinded); and provided further, that
notwithstanding any other provisions in this Agreement, a permitted transferee
may not, in turn, make permitted transfers without the written consent of the
Optionee and the Company. 

         
(g)      Release of Restrictions on Shares. All
other restrictions under this Section 15 shall terminate five (5) years
following the date of this Agreement, or when the Company's securities are
publicly traded, whichever occurs earlier. 

         
16.      Notices. Any notice required to be
given pursuant to this Option or the Plan shall be in writing and shall be
deemed to be delivered upon receipt or, in the case of notices by the Company,
five (5) days after deposit in the U.S. mail, postage prepaid, addressed to
Optionee at the address last provided to the Company by Optionee for use in
Company records related to Optionee. 

         
17.      Agreement Subject to Plan; Applicable Law.
This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the
principal office of the Company. Any provision of this Option inconsistent with
the Plan shall be considered void and replaced with the applicable provision of
the Plan. This Option has been granted, executed and delivered in the State of
Nevada, and the interpretation and enforcement shall be governed by the laws
thereof and subject to the exclusive jurisdiction of the courts therein. 

[SIGNATURE PAGE FOLLOWS.] 

7




          IN
  WITNESS WHEREOF, the parties hereto have executed this Option as of
  the date first above written. 

	 	COMPANY: 	VECTR SYSTEMS INC., 
	 	  	a Nevada corporation 
	 	  	  
	 	  	  
	 	  	By:   __________________________________
	 	  	Name:  ________________________________
	 	  	Title:  _________________________________
	 	  	  
	 	  	  
	 	OPTIONEE: 	  
	 	  	By:   __________________________________
	 	  	          (signature)
    
	 	  	Name:  ________________________________


(one of the following, as appropriate, shall be signed)


	I certify that as of the date 	 	By his or her signature, the spouse of 
	hereof I am unmarried 	 	Optionee hereby agrees to be bound by 
	  	 	the provisions of the foregoing 
	  	 	NONSTATUTORY STOCK OPTION 
	  	 	AGREEMENT 
	  	 	  
	  	 	  
	Optionee 	 	Spouse of Optionee 


8




Appendix A 

NOTICE OF EXERCISE 

VECTR SYSTEMS INC. 

          Re:
Nonstatutory Stock Option 

          Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement: 

         
Nonstatutory Stock Option Agreement dated: ____________

          Number
of shares being purchased: ____________

          Exercise
Price: $____________


          A check
in the amount of the aggregate price of the shares being purchased is attached.


          I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option. 

          I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares. 

          I agree
  to provide to the Company such additional documents or information as may be
  required pursuant to the Company's 2007 Stock Option Plan. 

By:   ____________________________________

            (signature) 

  Name: ___________________________________

Appendix A 





	EXHIBIT C 
	  
	VECTR SYSTEMS INC. 
	STOCK AWARD AGREEMENT 
	 


         
THIS STOCK AWARD AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between VECTR SYSTEMS INC.,
a Nevada corporation (the "Company"), and the employee, director or
consultant of the Company named in Section 1(b) ("Grantee"). 

          In
consideration of the covenants herein set forth, the parties hereto agree as
follows: 

         
1.      Option
Information. 
                        
(a)      Date of
Option:          
______________________________
                        
(b)     
Optionee:                    
______________________________
                        
(c)      Number of
Shares:     
______________________________
                        
(d)      Exercise
Price:            
______________________________

         
2.      Acknowledgements. 

         
(a)      Grantee is a
[employee/director/consultant] of the Company. 

         
(b)      The Company has adopted a 2007 Stock Option
Plan (the "Plan") under which the Company's common stock ("Stock")
may be offered to directors, officers, employees and consultants pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act") provided by Rule 701 thereunder. 

         
3.      Shares; Value. The Company hereby grants
to Grantee, upon and subject to the terms and conditions herein stated, the
number of shares of Stock set forth in Section 1(c) (the "Shares"), which
Shares have a fair value per share ("Original Value") equal to the amount
set forth in Section 1(d). For the purpose of this Agreement, the terms
"Share" or "Shares" shall include the original Shares plus any
shares derived therefrom, regardless of the fact that the number, attributes or
par value of such Shares may have been altered by reason of any
recapitalization, subdivision, consolidation, stock dividend or amendment of the
corporate charter of the Company. The number of Shares covered by this Agreement
and the Original Value thereof shall be proportionately adjusted for any
increase or decrease in the number of issued shares resulting from a
recapitalization, subdivision or consolidation of shares or the payment of a
stock dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company. 

         
4.      Investment Intent. Grantee represents
and agrees that Grantee is accepting the Shares for the purpose of investment
and not with a view to, or for resale in connection with, any distribution
thereof; and that, if requested, Grantee shall furnish to the Company a written
statement to such effect, satisfactory to the Company in form and substance. If
the Shares are registered under the Securities Act, Grantee shall be relieved of
the foregoing investment representation and agreement and shall not be required
to furnish the Company with the foregoing written statement. 




         
5.      Restriction Upon Transfer. The Shares
may not be sold, transferred or otherwise disposed of and shall not be pledged
or otherwise hypothecated by the Grantee except as hereinafter provided. 

         
(a)      Repurchase Right on Termination Other Than
for Cause. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Grantee's employment
[or service as a director/consultant] by the Company, voluntary or
involuntary and with or without cause; (ii) retirement or death of Grantee;
(iii) bankruptcy of Grantee, which shall be deemed to have occurred as of the
date on which a voluntary or involuntary petition in bankruptcy is filed with a
court of competent jurisdiction; (iv) dissolution of the marriage of Grantee, to
the extent that any of the Shares are allocated as the sole and separate
property of Grantee's spouse pursuant thereto (in which case, this Section shall
only apply to the Shares so affected); or (v) any attempted transfer by the
Grantee of Shares, or any interest therein, in violation of this Agreement. Upon
the occurrence of a Repurchase Event, the Company shall have the right (but not
an obligation) to repurchase all or any portion of the Shares of Grantee at a
price equal to the fair value of the Shares as of the date of the Repurchase
Event. 

         
(b)      Repurchase Right on Termination for
Cause. In the event Grantee's employment [or service as a
director/consultant] is terminated by the Company "for cause" (as
defined below), then the Company shall have the right (but not an obligation) to
repurchase Shares of Grantee at a price equal to the Original Value. Such right
of the Company to repurchase Shares shall apply to 100% of the Shares for one
(1) year from the date of this Agreement; and shall thereafter lapse at the rate
of twenty percent (20%) of the Shares on each anniversary of the date of this
Agreement. In addition, the Company shall have the right, in the sole discretion
of the Board and without obligation, to repurchase upon termination for cause
all or any portion of the Shares of Grantee, at a price equal to the fair value
of the Shares as of the date of termination, which right is not subject to the
foregoing lapsing of rights. Termination of employment [or service as a
director/consultant] "for cause" means (i) as to employees and
consultants, termination for cause as contemplated by the Nevada case law
related thereto, or as defined in the Plan, this Agreement or in any employment
[or consulting] agreement between the Company and Grantee, or (ii) as to
directors, removal pursuant to the Nevada corporation law. In the event the
Company elects to repurchase the Shares, the stock certificates representing the
same shall forthwith be returned to the Company for cancellation. 

         
(c)      Exercise of Repurchase Right. Any
repurchase right under Paragraphs 5(a) or 5(b) shall be exercised by giving
notice of exercise as provided herein to Grantee or the estate of Grantee, as
applicable. Such right shall be exercised, and the repurchase price thereunder
shall be paid, by the Company within a ninety (90) day period beginning on the
date of notice to the Company of the occurrence of such Repurchase Event (except
in the case of termination of employment or cessation of services as a
director/consultant, where such option period shall begin upon the occurrence of
the Repurchase Event). Such repurchase price shall be payable only in the form
of cash (including a check drafted on immediately available funds) or
cancellation of purchase money indebtedness of the Grantee for the Shares. If
the Company can not purchase all such Shares because it is unable to meet the
financial tests set forth in the Nevada corporation law, the Company shall have
the right to purchase as many Shares as it is permitted to purchase under such
law. Any Shares not 

- 2 - 




purchased by the Company hereunder
shall no longer be subject to the provisions of this Section 5. 

         
(d)      Right of First Refusal. In the event
Grantee desires to transfer any Shares during his or her lifetime, Grantee shall
first offer to sell such Shares to the Company. Grantee shall deliver to the
Company written notice of the intended sale, such notice to specify the number
of Shares to be sold, the proposed purchase price and terms of payment, and
grant the Company an option for a period of thirty days following receipt of
such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Grantee
within the thirty (30) day notice period and agree to pay the purchase price in
the manner provided in the notice. If the Company does not purchase all of the
Shares so offered during foregoing option period, Grantee shall be under no
obligation to sell any of the offered Shares to the Company, but may dispose of
such Shares in any lawful manner during a period of one hundred and eighty (180)
days following the end of such notice period, except that Grantee shall not sell
any such Shares to any other person at a lower price or upon more favorable
terms than those offered to the Company. 

         
(e)      Acceptance of Restrictions. Acceptance
of the Shares shall constitute the Grantee's agreement to such restrictions and
the legending of his or her certificates with respect thereto. Notwithstanding
such restrictions, however, so long as the Grantee is the holder of the Shares,
or any portion thereof, he or she shall be entitled to receive all dividends
declared on and to vote the Shares and to all other rights of a shareholder with
respect thereto. 

         
(f)      Permitted Transfers. Notwithstanding
any provisions in this Section 5 to the contrary, the Grantee may transfer
Shares subject to this Agreement to his or her parents, spouse, children, or
grandchildren, or a trust for the benefit of the Grantee or any such
transferee(s); provided, that such permitted transferee(s) shall hold the Shares
subject to all the provisions of this Agreement (all references to the Grantee
herein shall in such cases refer mutatis mutandis to the permitted transferee,
except in the case of clause (iv) of Section 5(a) wherein the permitted transfer
shall be deemed to be rescinded); and provided further, that notwithstanding any
other provisions in this Agreement, a permitted transferee may not, in turn,
make permitted transfers without the written consent of the Grantee and the
Company. 

         
(g)      Release of Restrictions on Shares. All
restrictions under this Section 5 shall terminate five (5) years following the
date of this Agreement, or when the Company's securities are publicly traded,
whichever occurs earlier. 

         
6.      Representations and Warranties of the
Grantee. This Agreement and the issuance and grant of the Shares hereunder
is made by the Company in reliance upon the express representations and
warranties of the Grantee, which by acceptance hereof the Grantee confirms that:


         
(a)      the Shares granted to him or her pursuant to
this Agreement are being acquired by him or her for his or her own account, for
investment purposes, and not with a view to, or for sale in connection with, any
distribution of the Shares. It is understood that the Shares 

- 3 - 




have not been registered under the
Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act which depends, among other things, upon the
bona fide nature of his or her representations as expressed herein; 

         
(b)      the Shares must be held by him indefinitely
unless they are subsequently registered under the Securities Act and any
applicable state securities laws, or an exemption from such registration is
available. The Company is under no obligation to register the Shares or to make
available any such exemption;

         
(c)      Grantee further represents that Grantee has
had access to the financial statements or books and records of the Company, has
had the opportunity to ask questions of the Company concerning its business,
operations and financial condition and to obtain additional information
reasonably necessary to verify the accuracy of such information; 

         
(d)      unless and until the Shares represented by
this Grant are registered under the Securities Act, all certificates
representing the Shares and any certificates subsequently issued in substitution
therefor and any certificate for any securities issued pursuant to any stock
split, share reclassification, stock dividend or other similar capital event
shall bear legends in substantially the following form: 

THESE SECURITIES HAVE NOT BEEN
REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE
SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT
TO EXEMPTIONS THEREFROM. 

THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT
DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE
TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER
CERTAIN CONDITIONS. 

and/or such other legend or legends as
the Company and its counsel deem necessary or appropriate. Appropriate stop
transfer instructions with respect to the Shares have been placed with the
Company's transfer agent; and 

         
(e)      Grantee understands that he or she will
recognize income, for federal and state income tax purposes, in an amount equal
to the amount by which the fair market value of the Shares, as of the date of
Grant, exceeds the price paid by Grantee. The acceptance of the Shares by
Grantee shall constitute an agreement by Grantee to report such income in
accordance with then applicable law. Withholding for federal or state income and
employment tax purposes will be made, if and as required by law, from Grantee's
then current compensation, or, if such current compensation is insufficient to
satisfy withholding 

- 4 - 




tax liability, the Company may require Grantee to make
  a cash payment to cover such liability. 

         
7.      Stand-off Agreement. Grantee agrees
that, in connection with any registration of the Company's securities under the
Securities Act, and upon the request of the Company or any underwriter managing
an underwritten offering of the Company's securities, Grantee shall not sell,
short any sale of, loan, grant an option for, or otherwise dispose of any of the
Shares (other than Shares included in the offering) without the prior written
consent of the Company or such managing underwriter, as applicable, for a period
of at least one year following the effective date of registration of such
offering. This Section 7 shall survive any termination of this Agreement. 

         
8.      Termination of Agreement. This Agreement
shall terminate on the occurrence of any one of the following events: (a)
written agreement of all parties to that effect; (b) a proposed dissolution or
liquidation of the Company, a merger or consolidation in which the Company is
not the surviving entity, or a sale of all or substantially all of the assets of
the Company; (c) the closing of any public offering of common stock of the
Company pursuant to an effective registration statement under the Securities
Act; or (d) dissolution, bankruptcy, or insolvency of the Company. 

         
9.      Agreement Subject to Plan; Applicable Law.
This Grant is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Grantee, at no charge, at the
principal office of the Company. Any provision of this Agreement inconsistent
with the Plan shall be considered void and replaced with the applicable
provision of the Plan. This Grant shall be governed by the laws of the State of
Nevada and subject to the exclusive jurisdiction of the courts therein. 

         
10.      Miscellaneous. 

         
(a)      Notices. Any notice required to be
given pursuant to this Agreement or the Plan shall be in writing and shall be
deemed to have been duly delivered upon receipt or, in the case of notices by
the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Grantee at the last address provided by Grantee for use in the
Company's records. 

         
(b)      Entire Agreement. This instrument
constitutes the sole agreement of the parties hereto with respect to the Shares.
Any prior agreements, promises or representations concerning the Shares not
included or reference herein shall be of no force or effect. This Agreement
shall be binding on, and shall inure to the benefit of, the Parties hereto and
their respective transferees, heirs, legal representatives, successors, and
assigns. 

         
(c)      Enforcement. This Agreement shall be
construed in accordance with, and governed by, the laws of the State of Nevada
and subject to the exclusive jurisdiction of the courts located in State of
Nevada. If Grantee attempts to transfer any of the Shares subject to this
Agreement, or any interest in them in violation of the terms of this Agreement,
the Company may apply to any court for an injunctive order prohibiting such
proposed transaction, and the Company may institute and maintain proceedings
against Grantee to compel specific performance of this Agreement without the
necessity of proving the existence or extent of any damages to the Company. Any
such attempted transaction of shares in violation of this Agreement shall be
null and void. 

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(d)      Validity of Agreement. The provisions
of this Agreement may be waived, altered, amended, or repealed, in whole or in
part, only on the written consent of all parties hereto. It is intended that
each Section of this Agreement shall be viewed as separate and divisible, and in
the event that any Section shall be held to be invalid, the remaining Sections
shall continue to be in full force and effect. 

          IN
  WITNESS WHEREOF, the parties have executed this Agreement as of the
  date first above written. 

	 	COMPANY: 	VECTR SYSTEMS INC., 
	 	  	a Nevada corporation 
	 	  	  
	 	  	  
	 	  	By:   __________________________________
	 	  	Name:  ________________________________
	 	  	Title:  _________________________________
	 	  	  
	 	  	  
	 	OPTIONEE: 	  
	 	  	By:   __________________________________
	 	  	          (signature)
    
	 	  	Name:  ________________________________


(one of the following, as appropriate, shall be signed)


	I certify that as of the date hereof I am 	 	By his or her signature, the spouse of Grantee
    
	unmarried 	 	hereby agrees to be bound by the provisions of
    
	  	 	the foregoing STOCK AWARD AGREEMENT 
	  	 	  
	  	 	  
	Grantee 	 	Spouse of Grantee 


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