Exhibit
      10.14





**ACTION
      BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS AND STOCKHOLDERS
      OF**


**THE
      CHILDREN’S INTERNET, INC.**





The
      undersigned, being the directors and the holders of a majority in interest
      of
      the stockholders of The Children’s Internet, a Nevada corporation, by their
      signatures below or on a counterpart hereof, hereby adopt the following
      resolutions on behalf of this corporation, pursuant to Nevada Revised Statutes
      Sections 78.315 and 78.320.





**Adoption
      of The Children’s Internet, Inc. 2007 Equity Incentive
      Plan** **.**




WHEREAS,
      a proposed draft of The Children’s Internet, Inc. 2007 Equity Incentive Plan
      (the “Plan”) attached hereto as **Exhibit A** has been
      distributed to the undersigned and the Plan provides for the granting to
      employees, officers, directors, consultants and advisors of this corporation
      or
      any parent, subsidiary or affiliate of this corporation of options to acquire
      stock in this corporation intended to qualify as “incentive stock options”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
      amended (the “Code”), and certain other options to purchase shares of Common
      Stock in this corporation which are not intended to receive special income
      tax
      treatment under the Code; and





WHEREAS,
      it has been proposed that six million (6,000,000) shares of the Common Stock
      of
      this corporation be reserved for issuance upon the exercise of stock options
      granted pursuant to the Plan; and





WHEREAS,
      the undersigned deem it to be in the best interests of this corporation and
      its
      stockholders that the undersigned, as members of the Board and stockholders
      of
      this corporation adopt the Plan and take certain other actions necessary to
      ensure that this corporation continue to have the authority to grant stock
      options to employees, officers, directors, consultants and advisors of this
      corporation or any parent, subsidiary or affiliate of this corporation as a
      means of attracting and retaining such persons for the long-term success of
      this
      corporation.





NOW,
      THEREFORE, BE IT RESOLVED, that the Plan, in the form attached hereto as **Exhibit A** be,
      and
      the same hereby is, approved and adopted, to be effective as of the date of
      adoption of this resolution; and


1





RESOLVED
      FURTHER, that, there hereby is reserved for issuance upon the exercise of stock
      options granted pursuant to the six million (6,000,000) shares of Common Stock;
      and





RESOLVED
      FURTHER, that the Board is hereby appointed to act as the members of the Stock
      Option Committee of the Board (the “Stock Option Committee”) for the purpose of
      administering the Plan and, commencing on the date of adoption of this
      resolution and until otherwise provided by resolution of the Board, such Stock
      Option Committee shall have all the powers and exercise all the duties conferred
      upon it by the Plan; and





RESOLVED
      FURTHER, that the form of Stock Option Agreement (the “Option Agreement”)
      attached hereto as **Exhibit
      B** hereby
      is approved, and that all stock options granted under the Plan shall be
      evidenced by the execution and delivery by this corporation and each optionee
      of
      an agreement substantially in the form of the Option Agreement, with such
      changes thereto as the Stock Option Committee shall approve, such approval
      to be
      conclusively evidenced by the execution and delivery thereof; and





RESOLVED
      FURTHER, that the Plan shall be subject to such changes and amendments as may
      be
      approved from time to time by the undersigned in their capacities as members
      of
      the Board and/or stockholders, as may be required by law; and




RESOLVED
      FURTHER, that the officers of the corporation be, and each acting alone is,
      hereby authorized, empowered and directed, for and on behalf of this
      corporation, to take or cause to be taken any and all actions, including,
      without limitation, the execution, acknowledgment, filing and delivery of any
      and all papers, agreements, documents, instruments and certificates, as such
      officers may deem necessary or advisable to carry out and perform the
      obligations of this corporation under the Plan and the Option Agreements,
      consummate the transactions contemplated therein, cause this corporation to
      comply with the Securities Act of 1933, as amended, and any applicable state
      securities laws, including any such action or execution, acknowledgment, filing
      and delivery of documents as may be required to register or qualify the Plan
      and
      the Option Agreements thereunder or to qualify for an exemption from
      registration or qualification provided thereunder, and otherwise carry out
      the
      purposes and intent of the foregoing resolutions; the performance of any such
      acts and the execution, acknowledgment, filing and delivery by such officers
      of
      any such papers, agreements, documents, instruments and certificates shall
      conclusively evidence their authority therefore.





**Omnibus
      Resolutions.**





RESOLVED,
      that the officers of this corporation are, and each acting alone is, hereby
      authorized to do and perform any and all such acts, including execution of
      any
      and all documents and certificates, as such officers shall deem necessary or
      advisable, to carry out the purposes and intent of the foregoing
      resolutions.


2





RESOLVED
      FURTHER, that any actions taken by such officers prior to the date of the
      foregoing resolutions adopted hereby that are within the authority conferred
      thereby are hereby ratified, confirmed and approved as the acts and deeds of
      this corporation.





This
      written consent may be executed in one or more counterparts, each of which
      shall
      be an original and all of which together shall be one and the same instrument.
      This written consent shall be filed in the Minute Book of this corporation
      and
      become a part of the records of this corporation. This written consent is
      effective as of the last date set forth below.




Dated:
              April 30, 2007
            
            /s/
              Sholeh HamedaniSholeh
                Hamedani, Stockholder


/s/
                  Sholeh HamedaniSholeh
                    Hamedani, Director
 /s/
                        Tyler WheelerTyler
                          Wheeler, Director
 /s/
                            Jamshid GhosseiriJamshid
                              Ghosseiri, Director
 /s/
                                Roger CamposRoger
                                  Campos, Director
  3


**Exhibit
      A**





**The
      Children’s Internet, Inc. 2007 Equity Incentive Plan**


4




**The
      Children’s Internet, Inc.**





**2007** **Equity Incentive Plan**





**1** **.**   **Purpose** **.** The
      purpose of The Children’s Internet, Inc. 2007 Equity
      Incentive Plan (the
“Plan”) of The
      Children’s Internet, Inc., a Nevada corporation
      (the “Company”, is to provide incentives to attract, retain and motivate
      eligible persons whose present and potential contributions are important to
      the
      success of the Company by offering them an opportunity to participate in the
      Company's future performance through awards of Options, Restricted Stock and
      Stock Bonuses. Capitalized terms not defined in the text are defined in Section
      23.





**2** **.**  **Shares
      Subject to the Plan** **.**





**2** **.** **1** ****  **Number
      of Shares Available** **.** Subject
      to Sections 2.2 and 18, the total number of Shares reserved and available for
      grant and issuance pursuant to the Plan shall be six million (6,000,000) Shares.
      Subject to Sections 2.2 and 18, Shares shall again be available for grant and
      issuance in connection with future Awards under the Plan that: (a) are subject
      to issuance upon exercise of an Option but cease to be subject to such Option
      for any reason other than exercise of such Option; (b) are subject to an Award
      granted hereunder but are forfeited; or (c) are subject to an Award that
      otherwise terminates without Shares being issued. No individual may receive
      Awards or more than Five
      Million ( 5,000,000 )
      Shares
      hereunder.





**2** **.** **2** ****  **Adjustment
      of Shares** **.** In the
      event that the number of outstanding Shares is changed by a stock dividend,
      recapitalization, stock split, reverse stock split, subdivision, combination,
      reclassification or similar change in the capital structure of the Company
      without consideration, then (a) the number of Shares reserved for issuance
      under
      the Plan; (b) the Exercise Prices of and number of Shares subject to outstanding
      Options; and (c) the number of Shares subject to other outstanding Awards shall
      be proportionately adjusted, subject to any required action by the Board or
      the
      stockholders of the Company and compliance with applicable securities laws; *provided,
      however,* that
      fractions of a Share shall not be issued but shall either be paid in cash at
      Fair Market Value or shall be rounded up to the nearest Share, as determined
      by
      the Committee.





**3** **.**  **Eligibility** **.** ISOs (as
      defined in Section 5 below) may be granted only to employees (including officers
      and directors who are also employees) of the Company, or of a Parent or
      Subsidiary of the Company. All other Awards may be granted to employees,
      officers, directors, consultants and advisors of the Company or any Parent,
      Subsidiary or Affiliate of the Company; *provided,
      however,* such
      consultants and advisors render bona fide services not in connection with the
      offer and sale of securities in a capital-raising transaction. A person may
      be
      granted more than one Award under the Plan.





**4** **.**  **Administration** **.**





**4** **.** **1** ****  **Committee
      Authority** **.** The Plan
      shall be administered by the Committee or the Board acting as the Committee.
      Subject to the general purposes, terms and conditions of the Plan, and to the
      direction of the Board, the Committee shall have full power to implement and
      carry out the Plan. The Committee shall have the authority to:




**(****a****)**
            construe
                and interpret the Plan, any Award Agreement and any other agreement
                or
                document executed pursuant to the
                Plan;


5





**(****b****)**
            prescribe,
                amend and rescind rules and regulations relating to the
                Plan;





**(****c****)**
            select
                persons to receive Awards;





**(****d****)**
            determine
                the form and terms of Awards;





**(****e****)**
            determine
                the number of Shares or other consideration subject to
                Awards;





**(****f****)**
            determine
                whether Awards will be granted singly, in combination, in tandem
                with, in
                replacement of, or as alternatives to, other Awards under the Plan
                or any
                other incentive or compensation plan of the Company or any Parent,
                Subsidiary or Affiliate of the
                Company;





**(****g****)**
            grant
                waivers of Plan or Award
                conditions;





**(****h****)**
            determine
                the vesting, exercisability and payment of
                Awards;





**(****i****)**
            correct
                any defect, supply any omission, or reconcile any inconsistency in
                the
                Plan, any Award or any Award
                Agreement;





**(****j****)**
            determine
                whether an Award has been earned; and





**(****k****)**
            make
                all other determinations necessary or advisable for the administration
                of
                the Plan.





**4** **.** **2** ****  **Committee
      Discretion** **.** Any
      determination made by the Committee with respect to any Award shall be made
      in
      its sole discretion at the time of grant of the Award or, unless in
      contravention of any express term of the Plan or Award, at any later time,
      and
      such determination shall be final and binding on the company and all persons
      having an interest in any Award under the Plan. The Committee may delegate
      to
      one or more officers of the Company the authority to grant an Award under the
      Plan to Participants who are not Insiders of the Company.





**4** **.** **3** ****  **Exchange
      Act Requirements** **.** If the
      Company is subject to the Exchange Act, the Company will take appropriate steps
      to comply with the disinterested director requirements of Section 16(b) of
      the
      Exchange Act, including but not limited to, the appointment by the Board of
      a
      Committee consisting of not less than two (2) persons (who are members of the
      Board), each of whom is a Disinterested Person.





**5** **.**  **Options** **.** The
      Committee may grant Options to eligible persons and shall determine whether
      such
      Options shall be Incentive Stock Options within the meaning of the Code
      (" ISOs" )
      or
      Nonqualified Stock Options ("NSOs"), the number of Shares subject to the Option,
      the Exercise Price of the Option, the period during which the Option may be
      exercised, and all other terms and conditions of the Option, subject to the
      following:





**5** **.** **1**   **Form
      of Option Grant** **.** Each
      Option granted under the Plan shall be evidenced by an Award Agreement which
      shall expressly identify the Option as an ISO or NSO (" Stock
      Option Agreement "),
      and
      be in such form and contain such provisions (which need not be the same for
      each
      Participant) as the Committee shall from time to time approve, and which shall
      comply with and be subject to the terms and conditions of the
      Plan.


6





**5** **.** **2** ****  **Date
      of Grant** **.** The date
      of grant of an Option shall be the date on which the Committee makes the
      determination to grant such Option, unless otherwise specified by the Committee.
      The Stock Option Agreement and a copy of the Plan will be delivered to the
      Participant within a reasonable time after the granting of the
      Option.





**5** **.** **3** ****  **Exercise
      Period** **.** Options
      shall be exercisable within the times or upon the events determined by the
      Committee as set forth in the Stock Option Agreement; *provided,
      however,* that no
      Option shall be exercisable after the expiration of ten (10) years from the
      date
      the Option is granted, and provided further that no Option granted to a person
      who directly or by attribution owns more than ten percent (10%) of the total
      combined voting power of all classes of stock of the Company or any Parent
      or
      Subsidiary of the Company (" Ten
      Percent Stockholder ")
      shall
      be exercisable after the expiration of five (5) years from the date the Option
      is granted. The Committee also may provide for the exercise of Options to become
      exercisable at one time or from time to time, periodically or otherwise, in
      such
      number or percentage as the Committee determines.





**5** **.** **4** ****  **Exercise
      Price** **.** The
      Exercise Price shall be determined by the Committee when the Option is granted
      and may be not less than eighty-five percent (85%) of the Fair Market Value
      of
      the Shares on the date of grant; provided that (i) the Exercise Price of an
      ISO
      shall be not less than one hundred percent (100%) of the Fair Market Value
      of
      the Shares on the date of grant; and (ii) the Exercise Price of any Option
      granted to a Ten Percent Stockholder shall not be less than one hundred ten
      percent (110%) of the Fair Market Value of the Shares on the date of grant.
      Payment for the Shares purchased may be made in accordance with Section 8 of
      the
      Plan.





**5** **.** **5** ****  **Method
      of Exercise** **.** Options
      may be exercised only by delivery to the Company of a written stock option
      exercise agreement (the " Exercise
      Agreement ")
      in a
      form approved by the Committee (which need not be the same for each
      Participant), stating the number of Shares being purchased, the restrictions
      imposed on the Shares, if any, and such representations and agreements regarding
      Participant's investment intent and access to information and other matters,
      if
      any, as may be required or desirable by the Company to comply with applicable
      securities laws, together with appropriate payment of the Exercise Price for
      the
      number of Shares being purchased.





**5** **.** **6** ****  **Termination** **.** Notwithstanding the exercise periods set forth in the Stock Option Agreement,
      exercise of an Option shall always be subject to the following:





**(****a****)**
            If
                Participant is Terminated for any reason, other than death or disability,
                Participant may exercise his or her Option only within three (3)
                months
                following the Participant’s Termination, unless otherwise provided by the
                Committee (but in no event later than the expiration of the term
                of such
                Option as set forth in the Stock Option Agreement). Except as provided
                in
                Section 5.6(b) below, any ISO that remains exercisable after three
                (3)
                months from the date of Termination shall be deemed a NSO. Any exercise
                hereunder after the date of Termination shall be limited to those
                Shares
                under the Option that have vested as of the date of Termination.
                If, on
                the date of Termination, Participant is not vested as to his or her
                entire
                Option, the Shares covered by the unvested portion of the Option
                shall
                revert to the Plan. If, after Termination, Participant does not exercise
                his or her Option within the time specified, the Option shall terminate,
                and the Shares covered by such Option shall revert to the
                Plan.




7





**(****b****)**
            If
                the Participant is terminated because of death or Disability (or
                the
                Participant dies within three (3) months of such termination), then
                Participant's Options may be exercised only to the extent that such
                Options would have been exercisable by Participant on the Termination
                Date
                and must be exercised by Participant (or Participant's legal
                representative or authorized assignee) no later than twelve (12)
                months
                after the Termination Date (or such shorter time period as may be
                specified in the Stock Option Agreement), but in any event no later
                than
                the expiration date of the Options;*provided,
                however,*that in the event of termination due to Disability other than as
                defined
                in Section 22(e)(3) of the Code, any ISO that remains exercisable
                after
                ninety (90) days after the Termination Date shall be deemed a
                NSO.





**5** **.** **7** ****  **Limitations
      on Exercise** **.** The
      Committee may specify a reasonable minimum number of Shares that may be
      purchased on any exercise of an Option; *provided,
      however,* that
      such minimum number will not prevent Participant from exercising the Option
      for
      the full number of Shares for which it is then exercisable.





**5** **.** **8** ****  **Limitations
      on ISOs** **.** The
      aggregate Fair Market Value (determined as of the date of grant) of Shares
      with
      respect to which ISOs are exercisable for the first time by a Participant during
      any calendar year (under the Plan or under any other incentive stock option
      plan
      of the Company or any Affiliate, Parent or Subsidiary of the Company) shall
      not
      exceed One Hundred Thousand Dollars ($100,000). If the Fair Market Value of
      Shares on the date of grant with respect to which ISOs are exercisable for
      the
      first time by a Participant during any calendar year exceeds One Hundred
      Thousand Dollars ($100,000), the Options for the first One Hundred Thousand
      Dollars ($100,000) worth of Shares to become exercisable in such calendar year
      shall be ISOs and the Options for the amount in excess of One Hundred Thousand
      Dollars ($100,000) that become exercisable in that calendar year shall be NSOs.
      In the event that the Code or the regulations promulgated thereunder are amended
      after the Effective Date of the Plan to provide for a different limit on the
      Fair Market Value of Shares permitted to be subject to ISOs, such different
      limit shall be automatically incorporated herein and shall apply to any Options
      granted after the effective date of such amendment.





**5** **.** **9** ****  **Modification,
      Extension or Renewal** **.** The
      Committee may modify, extend or renew outstanding Options and authorize the
      grant of new Options in substitution therefore; *provided,
      however,* that any
      such action may not without the written consent of Participant, impair any
      of
      Participant's rights under any Option previously granted. Any outstanding ISO
      that is modified, extended, renewed or otherwise altered shall be treated in
      accordance with Section 424(h) of the Code. The Committee may reduce the
      Exercise Price of outstanding Options without the consent of Participants
      affected by a written notice to them; *provided,
      however,* that the
      Exercise Price may not be reduced below the minimum Exercise Price that would
      be
      permitted under Section 5.4 of the Plan for Options granted on the date the
      action is taken to reduce the Exercise Price.





**5** **.** **10** ****  **No
      Disqualification** **.** Notwithstanding any other provision in the Plan, no term of the Plan relating
      to
      ISOs shall be interpreted, amended or altered, nor shall any discretion or
      authority granted under the Plan be exercised, so as to disqualify the Plan
      under Section 422 of the Code or, without the consent of the Participant
      affected, to disqualify any ISO under Section 422 of the Code.





**6** **.**  **Restricted
      Stock** **.** A
      Restricted Stock Award is an offer by the Company to sell to an eligible person
      Shares that are subject to restrictions. The Committee shall determine to whom
      an offer will be made, the number of Shares the person may purchase, the price
      to be paid (the "Purchase Price"), the restrictions to which the Shares shall
      be
      subject, and all other terms and conditions of the Restricted Stock Award,
      subject to the following:


8


**6** **.** **1** ****  **Form
      of Restricted Stock Award** **.** All
      purchases under a Restricted Stock Award made pursuant to the Plan shall be
      evidenced by an Award Agreement ("Restricted Stock Purchase Agreement") that
      shall be in such form (which need not be the same for each Participant) as
      the
      Committee shall from time to time approve, and shall comply with and be subject
      to the terms and conditions of the Plan. The offer of Restricted Stock shall
      be
      accepted by the Participant's execution and delivery of the Restricted Stock
      Purchase Agreement and full payment for the shares to the Company within thirty
      (30) days from the date the Restricted Stock Purchase Agreement is delivered
      to
      the person. If such person does not execute and deliver the Restricted Stock
      Purchase Agreement along with full payment for the Shares to the Company within
      thirty (30) days, then the offer shall terminate, unless otherwise determined
      by
      the Committee.





**6** **.** **2** ****  **Purchase
      Price** **.** The
      Purchase Price of Shares sold pursuant to a Restricted Stock Award shall be
      determined by the Committee and shall be at least eighty-five percent (85%)
      of
      the Fair Market Value of the Shares on the date the Restricted Stock Award
      is
      granted, except in the case of a sale to a Ten Percent Stockholder, in which
      case the Purchase Price shall be one hundred and ten percent (110%) of the
      Fair
      Market Value. Payment of the Purchase Price may be made in accordance with
      Section 8 of the Plan.





**6** **.** **3** ****  **Restrictions** **.** Restricted Stock Awards shall be subject to such restrictions as the Committee
      may impose. The Committee may provide for the lapse of such restrictions in
      installments and may accelerate or waive such restrictions, in whole or in
      part,
      based on length of service, performance or such other factors or criteria as
      the
      Committee may determine. Restricted Stock Awards which the Committee intends
      to
      qualify under Code section 162(m) shall be subject to a performance-based goal.
      Restrictions on such stock shall lapse based on one or more of the following
      performance goals: stock price, market share, sales increases, earning per
      share, return on equity, cost reductions, or any other similar performance
      measure established by the Committee. Such performance measures shall be
      established by the Committee, in writing, no later than the earlier of (a)
      ninety (90) days after the commencement of the performance period with respect
      to which the Restricted Stock award is made and (b) the date as of which
      twenty-five percent (25%) of such performance period has elapsed.





**7** **.**  **Stock
      Bonuses** **.**





**7** **.** **1** ****  **Awards
      of Stock Bonuses** **.** A Stock
      Bonus is an award of Shares (which may consist of Restricted Stock) for services
      rendered to the Company or any Parent, Subsidiary or Affiliate of the Company.
      A
      Stock Bonus may be awarded for past services already rendered to the Company,
      or
      any Parent, Subsidiary or Affiliate of the Company pursuant to an Award
      Agreement (the "Stock Bonus Agreement") that shall be in such form (which need
      not be the same for each Participant) as the Committee shall from time to time
      approve, and shall comply with and be subject to the terms and conditions of
      the
      Plan subject to Section 7.2 herein, a Stock Bonus may be awarded upon
      satisfaction of such performance goals as are set out in advance in
      Participant's individual Award Agreement (the "Performance Stock Bonus
      Agreement") that shall be in such form (which need not be the same for each
      Participant) as the Committee shall from time to time approve, and shall comply
      with and be subject to the terms and conditions of the Plan. Stock Bonuses
      may
      vary from Participant to Participant and between groups of Participants, and
      may
      be based upon such other criteria as the Committee may determine.





**7** **.** **2**  **Code
      Section 162(m)** **.** A Stock
      Bonus that the Committee intends to qualify for the performance-based exception
      under Code section 162(m) shall only be awarded based upon the attainment of
      one
      or more of the following performance goals: stock price, market share, sales
      increases, earning per share, return on equity, cost reductions, or any other
      similar performance measure established by the Committee. Such performance
      measures shall be established by the Committee, in writing, no later than the
      earlier of: (a) ninety (90) days after the commencement of the performance
      period with respect to which the Stock Bonus award is made; and (b) the date
      as
      of which twenty-five percent (25%) of such performance period has
      elapsed.




9





**7** **.** **3** ****  **Terms
      of Stock Bonuses** **.** The
      Committee shall determine the number of Shares to be awarded to the Participant
      and whether such Shares shall be Restricted Stock. If the Stock Bonus is being
      earned upon the satisfaction of performance goals pursuant to a Performance
      Stock Bonus Agreement, then the Committee shall determine: (a) the nature,
      length and starting date of any period during which performance is to be
      measured (the "Performance Period") for each Stock Bonus; (b) the performance
      goals and criteria to be used to measure the performance, if any; (c) the number
      of Shares that may be awarded to the Participant; and (d) the extent to which
      such Stock Bonuses have been earned. Performance Periods may overlap and
      Participants may participate simultaneously with respect to Stock Bonuses that
      are subject to different Performance Periods and different performance goals
      and
      other criteria. The number of Shares may be fixed or may vary in accordance
      with
      such performance goals and criteria as may be determined by the Committee.
      The
      Committee may adjust the performance goals applicable to the Stock Bonuses
      to
      take into account changes in law and accounting or tax rules and to make such
      adjustments as the Committee deems necessary or appropriate to reflect the
      impact of extraordinary or unusual items, events or circumstances to avoid
      windfalls or hardships.





**7** **.** **4** ****  **Form
      of Payment** **.** The
      earned portion of a Stock Bonus may be paid currently or on a deferred basis
      with such interest or dividend equivalent, if any, as the Committee may
      determine. Payment may be made in the form of cash, whole Shares, including
      Restricted Stock, or a combination thereof, either in a lump sum payment or
      in
      installments, all as the Committee shall determine.





**7** **.** **5** ****  **Termination
      During Performance Period** **.** If a
      Participant is Terminated during a Performance Period for any reason, then
      such
      Participant shall be entitled to payment (whether in Shares, cash or otherwise)
      with respect to the Stock Bonus only to the extent earned as of the date of
      Termination in accordance with the Performance Stock Bonus Agreement, unless
      the
      Committee shall determine otherwise.





**8** **.**  **Payment
      For Share Purchases** **.**





**8** **.** **1** ****  **Payment** **.** Payment
      for Shares purchased pursuant to the Plan may be made in cash (by check) or,
      where expressly approved for the Participant by the Committee and where
      permitted by law:





**(****a****)**
            by
                cancellation of indebtedness of the Company to the Participant;





**(****b****)**
            by
                surrender of Shares that either (1) have been owned by Participant
                for
                more than six (6) months and have been paid for within the meaning
                of SEC
                Rule 144 (and, if such shares were purchased from the Company by
                use of a
                promissory note, such note has been fully paid with respect to such
                Shares); or (2) were obtained by Participant in the public
                market;





**(****c****)**
            by
                tender of a promissory note constituting legal consideration and
                having
                such terms as may be approved by the Committee and bearing interest
                at a
                rate sufficient to avoid imputation of income under Sections 483
                and 1274
                of the Code.





**(****d****)**
            by
                waiver of compensation due or accrued to Participant for services
                rendered;





**(****e****)**
            by
                tender of property;




10





**(****f****)**
            with
                respect only to purchases upon exercise of an Option, and provided
                that a
                public market for the Company's stock
                exists:





**(****1****)**
            through
                a "same day sale" commitment from Participant and a broker-dealer
                that is
                a member of the National Association of Securities Dealers (an "NASD
                Dealer") whereby the Participant irrevocably elects to exercise the
                Option
                and to sell a portion of the Shares so purchased to pay for the Exercise
                Price, and whereby the NASD Dealer irrevocably commits upon receipt
                of
                such Shares to forward the Exercise Price directly to the Company;
                or





**(****2****)**
            through
                a "margin" commitment from Participant and an NASD Dealer whereby
                Participant irrevocably elects to exercise the Option and to pledge
                the
                Shares so purchased to the NASD Dealer in a margin account as security
                for
                a loan from the NASD Dealer in the amount of the Exercise Price,
                and
                whereby the NASD Dealer irrevocably commits upon receipt of such
                Shares to
                forward the exercise price directly to the Company; or





**(g)**
            with
                respect only to purchases upon exercise of an
                Option:




(1)
            In
                the event that the Option is exercised immediately prior to the closing
                by
                the Company of a "corporate transaction" as defined in Section 18.1
                below,
                or the closing of the initial public offering of the Company’s Common
                Stock pursuant to a registration statement under the Securities Act
                (the
                “Initial
                Public Offering”),
                in lieu of exercising the Option in the manner provided above, the
                Participant may elect to receive shares equal to the value of the
                Option
                (or the portion thereof being canceled) by surrender of the Option
                at the
                principal office of the Company together with notice of such election
                in
                which event the Company shall issue to holder a number of shares
                of Common
                Stock computed using the following
                formula:





X
      =  Y
      (A -
      B)


A




Where
            X
                =
                The number of shares of Common Stock to be issued to the
                Participant.





Y
      = The
      number of shares of Common Stock purchasable under the Option (at the date
      of
      such calculation).





A
      = The
      fair market value of one share of Common Stock (at the date of such
      calculation).





B
      = The
      Purchase Price (as adjusted to the date of such calculation).





(2)
            For
                purposes of this Section (g), the fair market value of the Company’s
                Common Stock shall be the price per share which the Company receives
                for a
                single share of Common Stock in the corporate transaction, or, if
                the
                Option is exercised in connection with the Initial Public Offering,
                the
                fair market value of the Company’s Common Stock shall be equal to the
                mid-price of the range of prices set forth in the registration statement
                relating to the Initial Public Offering or, if a subsequent amendment
                thereto sets forth a different range of prices (other than a “pricing
                amendment” setting forth a single, final price) then the mid-price of the
                range of prices set forth in such amendment;
                or




11





**(h)**
            by
                any combination of the foregoing.





**8** **.** **2** ****  **Loan
      Guaranties** **.** The
      Committee may help the Participant pay for Shares purchased under the Plan
      by
      authorizing a guaranty by the Company of a third-party loan to the
      Participant.





****  **9** **.**  **Withholding
      Taxes** **.**





**9.1**  **Withholding
      Generally** **.** Whenever
      Shares are to be issued in satisfaction of Awards granted under the Plan, the
      Company may require the Participant to remit to the Company an amount sufficient
      to satisfy federal, state and local withholding tax requirements prior to the
      delivery of any certificate or certificates for such Shares. Whenever, under
      the
      Plan, payments in satisfaction of Awards are to be made in cash, such payment
      shall be net of an amount sufficient to satisfy federal, state, and local
      withholding tax requirements.





**9.2**  **Stock
      Withholding** **.** When,
      under applicable tax laws, a Participant incurs tax liability in connection
      with
      the grant, exercise or vesting of any Award that is subject to tax withholding
      and the Participant is obligated to pay the Company the amount required to
      be
      withheld, the Committee may allow the Participant to satisfy the minimum
      withholding tax obligation by electing to have the Company withhold from the
      Shares to be issued that number of Shares having a Fair Market Value equal
      to
      the minimum amount required to be withheld, determined on the date that the
      amount of tax to be withheld is to be determined (the "Tax Date"). All elections
      by a Participant to have Shares withheld for this purpose shall be made in
      writing in a form acceptable to the Committee and shall be subject to the
      following restrictions:





**(****a****)**
            the
                election must be made on or prior to the applicable Tax Date;





**(****b****)**
            once
                made, then except as provided below, the election shall be irrevocable
                as
                to the particular Shares as to which the election is
                made;





**(****c****)**
            all
                elections shall be subject to the consent or disapproval of the
                Committee;





**(****d****)**
            if
                the Participant is an Insider and if the Company is subject to Section
                16(b) of the Exchange Act: (1) the election may not be made within
                six (6)
                months of the date of grant of the Award, except as otherwise permitted
                by
                SEC Rule 16b-3(e) under the Exchange Act, and (2) either (A) the
                election
                to use stock withholding must be irrevocably made at least six (6)
                months
                prior to the Tax Date (although such election may be revoked at any
                time
                at least six (6) months prior to the Tax Date), or (B) the exercise
                of the
                Option or election to use stock withholding must be made in the ten
                (10)
                day period beginning on the third day following the release of the
                Company's quarterly or annual summary statement of sales or earnings;
                and





**(****e****)**
            in
                the event that the Tax Date is deferred under Section 83 of the Code,
                the
                Participant shall receive the full number of Shares with respect
                to which
                the exercise occurs, but such Participant shall be unconditionally
                obligated to tender back to the Company the proper number of Shares
                on the
                Tax Date.




12





**10** **.**  **Privileges
      of Stock Ownership** **.**





**10** **.** **1** ****  **Voting
      and Dividends** **.** No
      Participant shall have any of the rights of a stockholder with respect to any
      Shares until the Shares are issued to the Participant. After Shares are issued
      to the Participant, the Participant shall be a stockholder and have all the
      rights of a stockholder with respect to such Shares, including the right to
      vote
      and receive all dividends or other distributions made or paid with respect
      to
      such Shares; *provided,
      however,* that if
      such Shares are Restricted Stock, then any new, additional or different
      securities the Participant may become entitled to receive with respect to such
      Shares by virtue of a stock dividend, stock split or any other change in the
      corporate or capital structure of the Company shall be subject to the same
      restrictions as the Restricted Stock.





**10** **.** **2** ****  **Financial
      Statements** **.** The
      Company shall provide financial statements to each Participant prior to such
      Participant's purchase of Shares under the Plan, and to each Participant
      annually during the period such Participant has Awards outstanding; *provided,
      however,* the
      Company shall not be required to provide such financial statements to
      Participants whose services in connection with the Company assure them access
      to
      equivalent information.





**11** **.**  **Transferability** **.** Awards
      granted under the Plan, and any interest therein, shall not be transferable
      or
      assignable by Participant, and may not be made subject to execution, attachment
      or similar process, otherwise than by will or by the laws of descent and
      distribution or as consistent with the specific Plan and Award Agreement
      provisions relating thereto. During the lifetime of the Participant an Award
      shall be exercisable only by the Participant, and any elections with respect
      to
      an Award, may be made only by the Participant.





**12** **.**  **Restrictions
      on Shares** **.** At the
      discretion of the Committee, the Company may reserve to itself and/or its
      assignee(s) in the Award Agreement a right of first refusal to purchase all
      Shares that a Participant (or a subsequent transferee) may propose to transfer
      to a third party.





**13** **.**  **Certificates** **.** All
      certificates for Shares or other securities delivered under the Plan shall
      be
      subject to such stock transfer orders, legends and other restrictions as the
      Committee may deem necessary or advisable, including restrictions under any
      applicable federal, state or foreign securities law, or any rules, regulations
      and other requirements of the SEC or any stock exchange or automated quotation
      system upon which the Shares may be listed.





**14** **.**  **Escrow;
      Pledge of Shares** **.** To
      enforce any restrictions on a Participant's Shares, the Committee may require
      the Participant to deposit all certificates representing Shares, together with
      stock powers or other instruments of transfer approved by the Committee,
      appropriately endorsed in blank, with the Company or an agent designated by
      the
      Company to hold in escrow until such restrictions have lapsed or terminated,
      and
      the Committee may cause a legend or legends referencing such restrictions to
      be
      placed on the certificates. Any Participant who is permitted to execute a
      promissory note as partial or full consideration for the purchase of Shares
      under the Plan shall be required to place and deposit with the Company all
      or
      part of the Shares so purchased as collateral to secure the payment of
      Participant's obligation to the Company under the promissory note; *provided,
      however,* that the
      Committee may require or accept other or additional forms of collateral to
      secure the payment of such obligation and, in any event, the Company shall
      have
      full recourse against the Participant under the promissory note notwithstanding
      any pledge of the Participant's Shares or other collateral. In connection with
      any pledge of the Shares, Participant shall be required to execute and deliver
      a
      written pledge agreement in such form as the Committee shall from time to time
      approve. The Shares purchased with the promissory note may be released from
      the
      pledge on a pro rata basis as the promissory note is paid.




13




**15** **.**  **Exchange
      and Buyout of Awards** **.** The
      Committee may, at any time or from time to time, authorize the Company, with
      the
      consent of the respective Participants, to issue new Awards in exchange for
      the
      surrender and cancellation of any or all outstanding Awards. The Committee
      may
      at any time buy from a Participant an Award previously granted with payment
      in
      cash, Shares (including Restricted Stock) or other consideration, based on
      such
      terms and conditions as the Committee and the Participant shall
      agree.





**16** **.**  **Securities
      Law and Other Regulatory Compliance** **.** An Award
      shall not be effective unless such Award is in compliance with all applicable
      federal and state securities laws, rules and regulations of any governmental
      body, and the requirements of any stock exchange or automated quotation system
      upon which the Shares may then be listed, as they are in effect on the date
      of
      grant of the Award and also on the date of exercise or other issuance.
      Notwithstanding any other provision in the Plan, the Company shall have no
      obligation to issue or deliver certificates for Shares under the Plan prior
      to
      (a) obtaining any approvals from governmental agencies that the Company
      determines are necessary or advisable, and/or (b) completion of any registration
      or other qualification of such shares under any state or federal law or ruling
      of any governmental body that the Company determines to be necessary or
      advisable. The Company shall be under no obligation to register the Shares
      with
      the SEC or to effect compliance with the registration, qualification or listing
      requirements of any state securities laws, stock exchange or automated quotation
      system, and the Company shall have no liability for any inability or failure
      to
      do so.





**17** **.**  **No
      Obligation to Employ** **.** Nothing
      in the Plan or any Award granted under the Plan shall confer or be deemed to
      confer on any Participant any right to continue in the employ of, or to continue
      any other relationship with, the Company or any Parent, Subsidiary or Affiliate
      of the Company or limit in any way the right of the Company or any Parent,
      Subsidiary or Affiliate of the Company to terminate Participant's employment
      or
      other relationship at any time, with or without cause.





**18** **.**  **Corporate
      Transactions** **.**





**18** **.** **1** ****  **Assumption
      or Replacement of Awards by Successor** **.** In the
      event of (a) a merger or consolidation in which the Company is not the surviving
      corporation (other than a merger or consolidation with a wholly-owned
      subsidiary, a reincorporation of the Company in a different jurisdiction, or
      other transaction in which there is no substantial change in the stockholders
      of
      the company and the Awards granted under the Plan are assumed or replaced by
      the
      successor corporation, which assumption shall be binding on all Participants);
      (b) a dissolution or liquidation of the Company; (c) the sale of substantially
      all of the assets of the Company; or (d) any other transaction which qualifies
      as a "corporate transaction" under Section 424(a) of the Code wherein the
      stockholders of the Company give up all of their equity interest in the Company
      ( except for the
      acquisition, sale or transfer of all or substantially all of the outstanding
      shares of the Company), any or all outstanding Awards may be assumed or replaced
      by the successor corporation (if any), which assumption or replacement shall
      be
      binding on all Participants. In the alternative, the successor corporation
      may
      substitute equivalent Awards or provide substantially similar consideration
      to
      Participants as was provided to stockholders (after taking into account the
      existing provisions of the Awards). The successor corporation may also issue,
      in
      place of outstanding Shares of the Company held by the Participant,
      substantially similar shares or other property subject to repurchase
      restrictions no less favorable to the Participant.





In
      the
      event such successor corporation (if any) refuses to assume or substitute
      Options, as provided above, pursuant to a transaction described in this
      Subsection 18.1, the vesting of any unvested Options shall accelerate, and
      the
      holders thereof shall be provided notice of such acceleration and an opportunity
      to exercise the Options in full in the transaction, and such Options shall
      expire in such transaction at such time and on such conditions as the Board
      shall determine.




14





**18** **.** **2** ****  **Other
      Treatment of Awards** **.** Subject
      to any greater rights granted to Participants under the foregoing provisions
      of
      this Section 18, in the event of the occurrence of any transaction described
      in
      Section 18.1, any outstanding Awards shall be treated as provided in the
      applicable agreement or plan of merger, consolidation, dissolution, liquidation,
      sale of assets or other "corporate transaction."





**18** **.** **3** ****  **Assumption
      of Awards by the Company** **.** The
      Company, from time to time, also may substitute or assume outstanding awards
      granted by another company, whether in connection with an acquisition of such
      other company or otherwise, by either (a) granting an Award under the Plan
      in substitution of such other company's award; or (b) assuming such award
      as if it had been granted under the Plan if the terms of such assumed award
      could be applied to an Award granted under the Plan. Such substitution or
      assumption shall be permissible if the holder of the substituted or assumed
      award would have been eligible to be granted an Award under the Plan if the
      other company had applied the rules of the Plan to such grant. In the event
      the
      Company assumes an award granted by another company, the terms and conditions
      of
      such award shall remain unchanged ( except that the
      exercise price and the number and nature of Shares issuable upon exercise of
      any
      such option will be adjusted approximately pursuant to Section 424(a) of the
      Code). In the event the Company elects to grant a new Option rather than
      assuming an existing option, such new Option may be granted with a similarly
      adjusted Exercise Price.





**19** **.**  **Adoption
      and Stockholder Approval** **.** The Plan
      shall become effective on the date that it is adopted by the Board (the
      "Effective Date"). The Plan shall be approved by the stockholders of the Company
      (excluding Shares issued pursuant to this Plan), consistent with applicable
      laws, within twelve months before or after the Effective Date. Upon the
      Effective Date, the Board may grant Awards pursuant to the Plan; *provided,
      however,* that:
      (a) no Option may be exercised prior to initial stockholder approval of the
      Plan; (b) no Option granted pursuant to an increase in the number of Shares
      approved by the Board shall be exercised prior to the time such increase has
      been approved by the stockholders of the Company; and (c) in the event that
      stockholder approval is not obtained within the time period provided herein,
      all
      Awards granted hereunder shall be cancelled, any Shares issued pursuant to
      any
      Award shall be cancelled and any purchase of Shares hereunder shall be
      rescinded. After the Company becomes subject to Section 16(b) of the Exchange
      Act, the Company will comply with the requirements of Rule 16b-3 (or its
      successor), as amended, with respect to stockholder approval.





**20** **.**  **Term
      of Plan** **.** The Plan
      will terminate ten (10) years from the Effective Date or, if earlier, the date
      of stockholder approval of the Plan.





**21** **.**  **Amendment
      or Termination of Plan** **.** The
      Board may at any time terminate or amend the Plan in any respect, including
      without limitation amendment of any form of Award Agreement or instrument to
      be
      executed pursuant to the Plan; *provided,
      however,* that the
      Board shall not, without the approval of the stockholders of the Company, amend
      the Plan in any manner that requires such stockholder approval pursuant to
      the
      Code or the regulations promulgated thereunder as such provisions apply to
      ISO
      plans or pursuant to the Exchange Act or Rule 16b-3 (or its successor), as
      amended, thereunder. Any amendment, suspension or termination of the Plan shall
      not affect Awards already granted, and such Awards shall remain in full force
      and effect as if the Plan had not been amended, suspended or terminated, unless
      mutually agreed otherwise between the Participant and the Company, which
      agreement must be in writing and signed by the Participant and the
      Company.





**22** **.**  **Nonexclusivity
      of the Plan** **.** Neither
      the adoption of the Plan by the Board, the submission of the Plan to the
      stockholders of the Company for approval, nor any provision of the Plan shall
      be
      construed as creating any limitations on the power of the Board to adopt such
      additional compensation arrangements as it may deem desirable, including,
      without limitation, the granting of stock options and bonuses otherwise than
      under the Plan, and such arrangements may be either generally applicable or
      applicable only in specific cases.




15





**23** **.**  **Definitions** **.** As used
      in the Plan, the following terms shall have the following meanings:





**"Affiliate"** means
      any corporation that directly, or indirectly through one or more intermediaries,
      controls or is controlled by, or is under common control with, another
      corporation, where "control" (including the terms "controlled by" and "under
      common control with") means the possession, direct or indirect, of the power
      to
      cause the direction of the management and policies of the corporation, whether
      through the ownership of voting securities, by contract or
      otherwise.





**"Award"** means
      any award under the Plan, including any Option, Restricted Stock or Stock
      Bonus.





**"Award
      Agreement"** means,
      with respect to each Award, the signed written agreement between the Company
      and
      the Participant setting forth the terms and conditions of the
      Award.





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





**"Code"** means
      the Internal Revenue Code of 1986, as amended.





**"Committee"** means
      the committee appointed by the Board to administer the Plan, or if no committee
      is appointed, the Board.





**"Company"** means The
      Children’s Internet, Inc., a
      corporation organized under the laws of the State of Nevada, or any successor
      corporation.





**"Continuous
      Status"** means
      that the employment, director or consulting relationship with the Company,
      any
      Parent, any Subsidiary or successor, is not interrupted or terminated.
      Continuous Status as an employee, director or consultant shall not be considered
      interrupted in the case of (i) any leave of absence approved by the Company
      or
      (ii) transfers between locations of the Company or between the Company, its
      Parent, any Subsidiary, or any successor. A leave of absence approved by the
      Company shall include sick leave, military leave, or any other personal leave
      approved by an authorized representative of the Company. For purposes of
      Incentive Stock Options, no such leave may exceed ninety (90) days, unless
      reemployment upon expiration of such leave is guaranteed by statute or contract.





**"Disability"** means a
      disability, whether temporary or permanent, partial or total, as determined
      by
      the Committee.





**"Disinterested
      Person"** means a
      director who has not, during the period that person is a member of the Committee
      and for one (1) year prior to service as a member of the Committee, been granted
      or awarded equity securities pursuant to the Plan or any other plan of the
      Company or any Parent, Subsidiary or Affiliate of the Company, except in
      accordance with the requirements set forth in Rule 16b-3(c)(2)(i) (and any
      successor regulation thereto) as promulgated by the SEC under Section 16(b)
      of
      the Exchange Act, as such rule is amended from time to time and as interpreted
      by the SEC.





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




16





**"Exercise
      Price"** means
      the price at which a holder of an Option may purchase the Shares issuable upon
      exercise of the Option.





**"Fair
      Market Value"** means,
      as of any date, the value of a share of the Company's Common Stock determined
      as
      follows:





**(****a****)**
            if
                such Common Stock is then quoted on the Nasdaq National Market, its
                last
                reported sale price on the Nasdaq National Market or, if no such
                reported
                sale takes place on such date, the average of the closing bid and
                asked
                prices;





**(****b****)**
            if
                such Common Stock is publicly traded and is then listed on a national
                securities exchange, the last reported sale price or, if no such
                reported
                sale takes place on such date, the average of the closing bid and
                asked
                prices on the principal national securities exchange on which the
                Common
                Stock is listed or admitted to trading;





**(****c****)**
            if
                such Common Stock is publicly traded but is not quoted on the Nasdaq
                National Market nor listed or admitted to trading on a national securities
                exchange, the average of the closing bid and asked prices on such
                date, as
                reported by The Wall Street Journal, for the over-the-counter market;
                or





**(****d****)**
            if
                none of the foregoing is applicable, by the Board of Directors of
                the
                Company in good faith.





**"Insider"** means an
      officer or director of the Company or any other person whose transactions in
      the
      Company's Common Stock are subject to Section 16 of the Exchange
      Act.





**"Option"** means an
      award of an option to purchase Shares pursuant to Section 5.





**"Parent"** means
      any corporation (other than the Company) in an unbroken chain of corporations
      ending with the Company, if at the time of the granting of an Award under the
      Plan, each of such corporations other than the Company owns stock possessing
      fifty percent (50%), or more, of the total combined voting power of all classes
      of stock in one of the other corporations in such chain.





**"Participant"** means a
      person who receives an Award under the Plan.





**"Plan"** means
      this The
      Children’s Internet, Inc. 2007 Equity Incentive Plan ,
      as
      amended from time to time.





**"Restricted
      Stock Award"** means an
      award of Shares pursuant to Section 6.





**"SEC"** means
      the Securities and Exchange Commission.





**"Securities
      Act"** means
      the Securities Act of 1933, as amended.





**"Shares"** means
      shares of the Company's Common Stock reserved for issuance under the Plan,
      as
      adjusted pursuant to Sections 2 and 15, and any successor security.





**"Stock
      Bonus"** means an
      award of Shares, or cash in lieu of Shares, pursuant to Section 7.




17





**"Subsidiary"** means
      any corporation (other than the Company) in an unbroken chain of corporations
      beginning with the Company if, at the time of granting of the Award, each of
      the
      corporations other than the last corporation in the unbroken chain owns stock
      possessing fifty percent (50%), or more, of the total combined voting power
      of
      all classes of stock in one of the other corporations in such
      claim.





**"Termination"** or **"Terminated"** means,
      for purposes of the Plan with respect to a Participant, that the Participant
      has
      ceased to provide services as an employee, director, consultant or adviser,
      to
      the Company or a Parent, Subsidiary or Affiliate of the Company, except in
      the
      case of sick leave, military leave, or any other leave of absence approved
      by
      the Committee; *provided,
      however,* that
      such leave is for a period of not more than ninety (90) days, or reinstatement
      upon the expiration of such leave is guaranteed by contract or statute. The
      Committee shall have sole discretion to determine whether a Participant has
      ceased to provide services and the effective date on which the Participant
      ceased to provide services (the "Termination Date").




18




**Exhibit
      B**





**Option
      Agreement** ****


19


**THE
      SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND
      NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
      NO
      SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
      STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE LAW.**





**THE
      CHILDREN’S INTERNET, INC.**


**STOCK
      OPTION AGREEMENT**


**Pursuant
      to The Children’s Internet, Inc. 2007 Equity Incentive
      Plan**





**NOTICE
      OF STOCK OPTION GRANT**





Jane
      Doe:


100
      Main
      Street


Anywhere,
      CA 94110




You
      have
      been granted an option to purchase shares of Common Stock of the Company,
      subject to the terms and conditions of the Plan and this Option Agreement,
      as
      follows:





Grant
                Number
            
            
            _Date
                of Grant
            
            
            _______Vesting
                Commencement Date
            
            
            _______Exercise
                Price per Share
            
            $
            _______Total
                Number of Shares Granted
            
            
            _______
                (the “***Shares***”)Total
                Exercise Price
            
            $
            _______Type
                of Option
            
            
            _______Term/Expiration
                Date:
            
            
            _______





**AGREEMENT**





1.
            **Vesting
                Schedule**:
                Subject to other limitations set forth in this Agreement, and subject
                to
                the Optionee's right to exercise the Option prior to vesting as set
                forth
                herein, this Option may be exercised, in whole or in part, in accordance
                with the following schedule:





Shares
      will vest as follows: Shares shall vest at the monthly rate of ____ , on the
      day
      of the month corresponding to the Vesting Commencement Date (or if there is
      no
      corresponding day in any such month, on the last day of such month), until
      fully
      vested, unless vesting ceases as set forth in the Plan or this Stock Option
      Agreement, and subject to the Optionee's right to exercise the Option prior
      to
      full vesting as set forth herein. If the Fair Market Value on the date of grant
      of the shares that vest in any one year hereunder exceeds $100,000, then to
      the
      extent of the Shares covered thereby in excess of the foregoing limitation,
      this
      Option shall constitute a Non-Qualified Stock Option, regardless of its
      designation above.




20




2.
            **Termination
                Period.**This Option may be exercised forSixty
                days after termination of the Optionee's employment or consulting
                relationship, or such longer period as may be applicable upon death
                or
                disability of Optionee as provided in the Agreement ("***Termination
                Period***").
                In the event of the Optionee's change in status from employee to
                consultant or consultant to employee, this Option Agreement shall
                remain
                in effect; provided, however, that in the event of a change in status
                from
                employee to consultant, Optionee’s Incentive Stock Option shall cease to
                be treated as an Incentive Stock Option and shall be treated as a
                Non-Qualified Stock Option on the first day following the Sixty-day
                period
                after such change in status. In no event shall this Option be exercised
                later than the Term/Expiration Date as provided
                above.





3.
            **Grant
                of Option**.THE
                CHILDREN’S INTERNET, INC., a Nevada corporation (the “***Company***”),
                hereby grants to the Optionee named in the Notice of Stock Option
                Grant
                (the “***Optionee***”),
                an option (the “***Option***”)
                to purchase the total number of shares of Common Stock (the “***Shares***”)
                set forth in the Notice of Stock Option Grant, at the exercise price
                per
                share set forth in the Notice of Stock Option Grant (the “***Exercise
                Price***”)
                subject to the terms, definitions and provisions of the Company’s The
                Children’s Internet, Inc. 2007 Equity Incentive Plan (the “***Plan***”)
                adopted by the Company, which is incorporated herein by reference.
                Unless
                otherwise defined herein, the terms defined in the Plan shall have
                the
                same defined meanings in this Option
                Agreement.





**If
      designated in the Notice of Stock Option Grant as an Incentive Stock Option,
      this Option is intended to qualify as an Incentive Stock Option as defined
      in
      Section 422 of the Internal Revenue Code of 1986, as amended (the
      "** ***Code*** **).
      Nevertheless, to the extent that it exceeds the one hundred thousand dollar
      ($100,000) annual vesting limitation of Section 422(d) of the Code, this Option
      shall be treated as a Non-Qualified Stock Option.**





4.
            **Exercise
                of Option****.**





a. Right
      to Exercise .
      This
      Option shall be exercisable during its term in accordance with the Vesting
      Schedule set out in the Notice of Stock Option Grant and with the applicable
      provisions of the Plan and this Option Agreement. In the event of termination
      of
      Optionee’s Continuous Status as an employee ,
      director or consultant ,
      this
      Option shall be exercisable in accordance with the applicable provisions of
      the
      Plan and this Option Agreement. This Option shall be subject to the provisions
      of Section 18 of the Plan relating to the exercisability or termination of
      the
      Option in the event of certain corporate transactions such as mergers,
      reorganizations and the like.





b. Method
      of Exercise .
      This
      Option shall be exercisable only by delivery of an Exercise Notice (attached
      as
      Exhibit A) which shall state the election to exercise the Option, the whole
      number of Shares in respect of which the Option is being exercised, such other
      representations and agreements as to the holder’s investment intent with respect
      to such Shares and such other provisions as may be required by the
      Administrator. Such Exercise Notice shall be signed by the Optionee and shall
      be
      delivered in person or by certified mail to the Secretary of the Company
      accompanied by payment of the Exercise Price. The Option shall be deemed to
      be
      exercised upon receipt by the Company of such written notice accompanied by
      the
      Exercise Price **.**




21




**No
      Shares will be issued pursuant to the exercise of the Option unless such
      issuance and such exercise shall comply with all Applicable Laws. Assuming
      such
      compliance, for income tax purposes, the Shares shall be considered transferred
      to the Optionee on the date on which the Option is exercised with respect to
      such Shares.**





c. Taxes .
      No
      Shares will be issued to the Optionee or other person pursuant to the exercise
      of the Option until the Optionee or other person has made arrangements
      acceptable to the Administrator for the satisfaction of foreign, federal, state
      and local income and employment tax withholding obligations.





**5.**
            **Method
                of Payment**.
                Payment of the Exercise Price shall be by any of the following, or
                a
                combination thereof, at the election of the Optionee, provided, however,
                that such exercise method does not then violate an Applicable
                Law:





(a)
      cash;




(b)
      check; ****




(c)
      delivery of a properly executed Exercise Notice together with such other
      documentation as the Administrator and the broker, if applicable, shall require
      to effect an exercise of the Option and delivery to the Company of the sale
      or
      loan proceeds required to pay the Exercise Price.




(d)
            If
                at the time of exercise the Company's Common Stock is publicly traded
                and
                quoted regularly in the Wall Street Journal, payment of the exercise
                price, to the extent permitted by applicable statutes and regulations,
                may
                be made by delivery of already owned shares of Common Stock, or a
                combination of cash and already owned Common Stock. Such Common Stock
                shall be valued at its Fair Market Value (as defined in the Plan)
                on its
                date of exercise, and (ii) if originally acquired from the Company,
                must
                have been owned by Optionee for at least six months and be owned
                free and
                clear of any liens, claims, encumbrances or security
                interests.





(e)
            (1)
                In the event that the Option is exercised immediately prior to the
                closing
                by the Company of a "***corporate
                transaction***"
                as defined in Section 18.1 of the Plan, or the closing of the initial
                public offering of the Company’s Common Stock pursuant to a registration
                statement under the Securities Act (the “***Initial
                Public Offering***”),
                in lieu of exercising the Option in the manner provided above, the
                Optionee may elect to receive shares equal to the value of the Option
                (or
                the portion thereof being canceled) by surrender of this Option at
                the
                principal office of the Company together with notice of such election
                in
                which event the Company shall issue to holder a number of shares
                of Common
                Stock computed using the following
                formula:





X
      =  Y
      (A -
      B)


A


Where   X
      = The
      number of shares of Common Stock to be issued to the Participant.




22




Y
      = The
      number of shares of Common Stock purchasable under the Option (at the date
      of
      such calculation).





A
      = The
      fair market value of one share of Common Stock (at the date of such
      calculation).





B
      = The
      Purchase Price (as adjusted to the date of such calculation).





(2)  For
      purposes of this Section (f), the fair market value of the Company’s Common
      Stock shall be the price per share which the Company receives for a single
      share
      of Common Stock in the corporate transaction, or, if the Option is exercised
      in
      connection with the Initial Public Offering, the fair market value of the
      Company’s Common Stock shall be equal to the mid-price of the range of prices
      set forth in the registration statement relating to the Initial Public Offering
      or, if a subsequent amendment thereto sets forth a different range of prices
      (other than a “pricing amendment” setting forth a single, final price) then the
      mid-price of the range of prices set forth in such amendment.





(f)  The
      Optionee may elect to exchange all or some of the Shares subject to the Option
      for shares of Common Stock of the Company using the Net Issue Exercise method.
      If the Optionee elects to exchange all or some of the Shares subject to the
      Option using the Net Issue Exercise method, as provided herein, the Optionee
      shall tender to the Company written notice of Optionee’s election to exchange
      all or some of the Shares subject to the Option and the number of Shares under
      the Option the Optionee wished to exchange and the Company shall issue to the
      Optionee the number of Shares computed using the following formula:





X=(Y(A-B))/A





Where:


X=
      the
      number of Shares to be issued


Y=
      the
      number of Shares purchasable under the Option being exchanged.


A=
      the
      Fair Market Value of one share of the Common Stock


B=
      Purchase Price as defined herein.





**6.**
            **Optionee's
                Representations**.
                By receipt of this Option, by its execution, and by its exercise
                in whole
                or in part, Optionee represents to the Company
                that:





a.
      Optionee acknowledges that both this Option and any Shares purchased upon its
      exercise are securities, the issuance by the Company of which requires
      compliance with federal and state securities laws;





b.
      Optionee acknowledges that these securities are made available to Optionee
      only
      on the condition that Optionee makes the representations contained in this
      Section to the Company;




23




c.
      Optionee has made a reasonable investigation of the affairs of the Company
      sufficient to be well informed as to the rights and the value of these
      securities;





d.
      Optionee understands that the securities have not been registered under the
      Securities Act of 1933, as amended, (the " ***Act*** "),
      or
      any applicable state law in reliance upon one or more specific exemptions
      contained in the Act and any applicable state law, which may include reliance
      on
      Rule 701 promulgated under the Act, if available, or which may depend upon
      (i)
      Optionee's bona fide investment intention in acquiring these securities;
      (ii) Optionee's intention to hold these securities in compliance with
      federal and state securities laws; (iii) Optionee having no present intention
      of
      selling or transferring any part thereof (recognizing that the Option is not
      transferable) in violation of applicable federal and state securities laws;
      and
      (iv) there being certain restrictions on transfer of the Shares subject to
      the
      Option;





e.
      Optionee understands that the Shares subject to this Option, in addition to
      other restrictions on transfer, must be held indefinitely unless subsequently
      registered under the Act and any applicable state law, or unless an exemption
      from registration is available; that Rule 144, the usual exemption from
      registration under the Act, is only available after the satisfaction of certain
      holding periods and in the presence of a public market for the Shares; that
      there is no certainty that a public market for the Shares will exist, and that
      otherwise it will be necessary that the Shares be sold pursuant to another
      exemption from registration which may be difficult to satisfy; and





f.
      Optionee understands that the certificate representing the Shares will bear
      a
      legend prohibiting their transfer in the absence of their registration or the
      opinion of counsel for the Company that registration is not
      required.




**7.** **Restrictions
      on Exercise** .
      This
      Option, if an Incentive Stock Option, may not be exercised until such time
      as
      the Plan has been approved by the stockholders of the Company. In addition,
      this
      Option may not be exercised if the issuance of the Shares subject to the Option
      upon such exercise would constitute a violation of any Applicable
      Laws.





**8.**  **Termination
      of Relationship** .
      In the
      event the Optionee’s Continuous Status as an employee ,
      director or consultant terminates, the Optionee may, to the extent otherwise so entitled at the date
      of
      such termination (the “ ***Termination
      Date*** ”),
      exercise this Option during the Termination Period. Except as provided in the
      following Sections concerning death and disability, to the extent that the
      Optionee was not entitled to exercise this Option on the Termination Date,
      or if
      the Optionee does not exercise this Option within the Termination Period, the
      Option shall terminate.





**9.**  **Disability
      of Optionee** .
      In the
      event the Optionee’s Continuous Status as an employee ,
      director or consultant terminates as a result of his or her disability, the Optionee may, but only
      within twelve (12) months from the Termination Date (and in no event later
      than
      the Term/Expiration Date), exercise the Option to the extent otherwise entitled
      to exercise it on the Termination Date; provided, however, that if such
      disability is not a “disability” as such term is defined in Section 22(e)(3) of
      the Code and the Option is an Incentive Stock Option, such Incentive Stock
      Option shall cease to be treated as an Incentive Stock Option and shall be
      treated as a Non-Qualified Stock Option on the ninety-first (91st) day
      following the Termination Date. To the extent that the Optionee was not entitled
      to exercise the Option on the Termination Date, or if the Optionee does not
      exercise such Option to the extent so entitled within the time specified herein,
      the Option shall terminate.




24


**10.**
            **Death
                of Optionee**.
                In the event of the Optionee’s death, the Option may be exercised at any
                time within twelve (12) months following the date of death (and in
                no
                event later than the Term/Expiration Date), by the Optionee’s estate or by
                a person who acquired the right to exercise the Option by bequest
                or
                inheritance, but only to the extent the Optionee could exercise the
                Option
                at the date of death.





**11.**
            **Transferability
                of Option**.
                This Option, if an Incentive Stock Option, may not be transferred
                in any
                manner otherwise than by will or by the laws of descent or distribution
                and may be exercised during the lifetime of the Optionee only by
                the
                Optionee. This Option, if a Non-Qualified Stock Option, may be transferred
                by the Optionee only in a manner and to the extent acceptable to
                the
                Administrator as evidenced by a writing signed by the Administrator
                on
                behalf of the Company and the Optionee consenting to such transfer,
                which
                consent may be withheld in the sole discretion of the Administrator.
                The
                terms of this Option shall be binding upon the executors, administrators,
                heirs and successors of the
                Optionee.





**12.**
            **Term
                of Option**.
                This Option may be exercised only within the term set out in the
                Notice of
                Stock Option Grant, and may be exercised during such term only in
                accordance with the Plan and the terms of this Option
                Agreement.





**13.**
            **Tax
                Consequences**.
                Set forth below is a brief summary as of the date of this Option
                Agreement
                of some of the federal tax consequences of exercise of this Option
                and
                disposition of the Shares.**THIS
                SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
                ARE
                SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
                THIS OPTION OR DISPOSING OF THE
                SHARES.**





a. **Incentive
      Stock Options** .





**i.**  **Exercise
      of Incentive Stock Option** **.** If this
      Option qualifies as an Incentive Stock Option, there will be no regular federal
      income tax liability upon the exercise of the Option, although the excess,
      if
      any, of the Fair Market Value of the Shares on the date of exercise over the
      Exercise Price will be treated as an adjustment to alternative minimum taxable
      income for federal tax purposes and may subject the Optionee to the alternative
      minimum tax in the year of exercise.





**ii.**  **Exercise
      of Incentive Stock Option Following Disability** **.** If the
      Optionee’s Continuous Status as an employee, director or consultant terminates
      as a result of disability that is not total and permanent disability as defined
      in Section 22(e)(3) of the Code, to the extent permitted on the date of
      termination, the Optionee must exercise an Incentive Stock Option within 90
      days
      of such termination for the Incentive Stock Option to be qualified as an
      Incentive Stock Option.




25




**iii.**  **Disposition
      of Shares** **.** In the
      case of an Incentive Stock Option, if Shares received on exercise of the Option
      are held for at least one year after receipt of the Shares and for at least
      two
      years after the Date of Grant, any gain realized on disposition of the Shares
      would be treated as long-term capital gain for federal income tax purposes.
      If
      Shares purchased under an Incentive Stock Option are disposed of within the
      one-year or two-year periods described above, then under federal tax law any
      gain realized on such disposition would be treated as compensation income
      taxable at ordinary income rates to the extent of the difference between the
      Exercise Price and the lesser of (i) the Fair Market Value of the Shares on
      the date of exercise or (ii) the sale price of the Shares.




b. **Non-Qualified
      Stock Options** **.**





**i.**  **Exercise
      of Non-Qualified Stock Options** **.** There
      may
      be a regular federal income tax liability upon the exercise of a Non-Qualified
      Stock Option. The Optionee would generally recognize compensation income
      (taxable at ordinary income tax rates) equal to the excess, if any, of the
      Fair
      Market Value of the Shares on the date of exercise over the Exercise Price.
      If
      Optionee is an employee or a former employee, the Company will be required
      to
      withhold from Optionee’s compensation or collect from Optionee and pay to the
      applicable taxing authorities an amount in cash equal to a percentage of this
      compensation income at the time of exercise, and may refuse to honor the
      exercise and refuse to deliver Shares if such withholding amounts are not
      delivered at the time of exercise.




**ii.**  **Disposition
      of Shares** **.** In
      the
      case of a Non-Qualified Stock Option, if Shares are held for more than 12
      months, any gain realized on disposition of the Shares will be treated as
      long-term capital gain for federal income tax purposes.





14.
            **Transfer
                Restrictions**





a. **Restriction
      on Transfer** .
      Upon
      exercise of the Option, Optionee shall not transfer, assign, encumber, or
      otherwise dispose of any of the Shares which are subject to any restrictions
      or
      repurchase rights contained herein. Subject
      to subparagraph (b) below, such restrictions on transfer (other than those
      required by the Company to comply with applicable law), however, shall not be
      applicable to (i) a transfer by gift of the Shares made to the Optionee's spouse
      or children, including adopted children, or to a trust for the exclusive benefit
      of the Optionee or the Optionee's spouse or children, or (ii) a transfer of
      title to the Shares effected pursuant to the Optionee's will or the laws of
      intestate succession.





b.  **Transferee
      Obligations** .
      Each
      person (other than the Company) to whom the Shares are transferred by means
      of
      one of the permitted transfers specified in subparagraph (a) above must, as
      a
      condition precedent to the validity of such transfer, be required to acknowledge
      in writing to the Company that such person is bound by the provisions of this
      Agreement to the same extent that such shares would be so subject if retained
      by
      the Optionee.




26




**15.**
            **Right
                of First Refusal**




a. **Grant** **.** The
      Company is hereby granted the right of first refusal (the " ***First
      Refusal Right*** "),
      exercisable in connection with any proposed sale or other transfer of the
      Shares. For purposes of this Section, the term " ***transfer*** "
      shall
      include any assignment, pledge, encumbrance or other disposition for value
      of
      the Shares intended to be made by the Owner, but shall not include any of the
      transfers expressly permitted above.





b. **** **Notice
      of Intended Disposition** .
      In the
      event the Owner desires to accept a bona fide third-party offer for any or
      all
      of the Shares (the shares subject to such offer to be hereinafter called, for
      purposes of this Section, the " ***Target
      Shares*** "),
      the
      Owner shall promptly (i) deliver to the Secretary of the Company written notice
      (the " ***Disposition
      Notice*** ")
      of the
      offer and the basic terms and conditions thereof, including the proposed
      purchase price, and (ii) provide satisfactory proof that the disposition of
      the
      Target Shares to the third-party offeror would not contravene the provisions
      of
      this Agreement.





c. **** **Exercise
      of Right** .
      The
      Company (or its assignees) shall, for a period of sixty
      (60) days following receipt of the Disposition Notice, have the right to
      repurchase all or any portion of the Target Shares specified in the Disposition
      Notice upon substantially the same terms and conditions specified therein.
      Such
      right shall be exercisable by written notice (the " ***Exercise
      Notice*** ")
      delivered to the Owner prior to the expiration of the sixty (60) day exercise
      period. The Company (or its assignees) shall effect the repurchase of the Target
      Shares, including payment of the purchase price, not more than five (5) business
      days after delivery of the Exercise Notice; and at such time the Owner shall
      deliver to the Company the certificates representing the Target Shares to be
      repurchased, properly endorsed for transfer (unless already in the possession
      of
      the Company). The Target Shares so purchased shall thereupon be canceled and
      cease to be issued and outstanding shares of the Company's Common
      Stock.





d.  **Non-Cash
      Consideration** .
      Should
      the purchase price specified in the Disposition Notice be payable in property
      other than cash or evidences of indebtedness, the Company (or its assignees)
      shall have the right to pay the purchase price in the form of cash equal in
      amount to the value of such property as determined by the Company in good faith.
      If the Owner notifies the Company in writing that it does not agree with the
      valuation proposed by the Company within fifteen
      days after the Company's proposed valuation, the valuation shall be made in
      the
      manner Fair Market Value is determined hereunder by an appraiser of recognized
      standing selected by the Owner and the Company (or its assignees), or, if they
      cannot agree on an appraiser within fifteen days after the Company's receipt
      of
      the Disposition Notice, each shall select an appraiser of recognized standing
      and the two appraisers shall designate a third appraiser of recognized standing,
      whose appraisal shall be determinative of such value. The cost of such appraisal
      shall be shared equally by the Owner and the Company. The closing shall then
      be
      held on the latter of (i) the fifth business day following delivery of the
      Exercise Notice or (ii) the 15th day after such cash valuation shall have been
      made.





e. **Non-Exercise
      of Right** .
      In the
      event the Exercise Notice is not given to the Owner within sixty
      (60) days following the date of the Company's receipt of the Disposition Notice,
      the Owner shall have a period of thirty (30) days thereafter, in which to sell
      or otherwise dispose of any or all of the Target Shares upon terms and
      conditions (including the purchase price) no more favorable to the third-party
      purchaser than those specified in the Disposition Notice; provided that any
      such
      sale or disposition must not the restrictions imposed hereunder to comply with
      applicable law.




27




f.  **Third
      Party Obligations** .
      The
      third-party purchaser shall acquire the Target Shares free
      and
      clear of all the terms and provisions of this Agreement (including the Company's
      First Refusal Right hereunder). If the Owner does not sell or otherwise dispose
      of the Target Shares within the specified sixty day period, the Company's First
      Refusal Right shall continue to apply to any subsequent disposition of the
      Target Shares by the Owner until such right lapses in accordance with Section
      h
      below.





g.  **Recapitalization** .
      In the
      event of any stock dividend, stock split, recapitalization or other transaction
      affecting the Company’s outstanding Common Stock as a class effected without
      receipt of consideration, then any new, substituted or additional securities
      or
      other property which is by reason of such transaction distributed with respect
      to the Shares shall be immediately subject to the Company's First Refusal Right
      hereunder, but only to the extent the Shares are at the time covered by such
      right.





h. **** **Lapse** .
      The
      First Refusal Right under this Article shall lapse and cease to have effect
      upon the
      earliest to occur of (i) the determination by the Company's Board of Directors
      that a public market exists for the outstanding shares of the Company's Common
      Stock, or (ii) the first sale of Common Stock of the Company to the general
      public pursuant to a registration statement filed with and declared effective
      by
      the Securities and Exchange Commission under the Act.





For
      purposes of this Option, the term “ ***Owner*** ”
shall
      include Optionee and all subsequent holders of the Shares who derive their
      chain
      of ownership through a transfer from Optionee expressly permitted
      hereunder.




**16.**
            **Repurchase
                Right****.**Notwithstanding any other provision hereof, the Optionee may elect
                to
                exercise all but not less than all remaining Shares under the Option,
                whether or not vested, subject to the Repurchase Right set forth
                in the
                form of exercise notice, provided however, that Optionee may not
                elect to
                exercise any unvested portion of the Option after Optionee’s Continuous
                Status as an employee, director or consultant is terminated.Any
                Shares purchased under this Option are subject to the terms of any
                repurchase right set forth in the form of exercise notice attached
                hereto.





**17.**
            **Market
                Standoff**.
                In connection withthe
                initial underwritten public offering by the Company of its equity
                securities pursuant to an effective registration statement filed
                under the
                Act, a person shall not sell, or make any short sale of, loan,
                hypothecate, pledge, grant any option for the purchase of, or otherwise
                dispose or transfer for value or otherwise agree to engage in any
                of the
                foregoing transactions with respect to, any Shares issued pursuant
                to an
                Option granted under the Plan without the prior written consent of
                the
                Company or its underwriters. The Company and its underwriters may
                request
                such additional written agreements in furtherance of such standoff
                in the
                form reasonably satisfactory to the Company and such underwriters.
                Any
                Shares issued under this Option shall be stamped or otherwise imprinted
                with a legend substantially in the following
                form:




**THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO CERTAIN LOCK-UP
      RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN STOCK OPTION AGREEMENT
      BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY.**


28


**18.**
            **Entire
                Agreement: Governing Law**.
                The Plan is incorporated herein by reference. Capitalized terms in
                this
                Option Agreement shall, unless otherwise specifically indicated,
                have the
                same meanings assigned to such terms in the Plan. The Plan and this
                Option
                Agreement constitute the entire agreement of the parties with respect
                to
                the subject matter hereof and supersede in their entirety all prior
                undertakings and agreements of the Company and the Optionee with
                respect
                to the subject matter hereof, and may not be modified adversely to
                the
                Optionee’s interest except by means of a writing signed by the Company and
                Optionee. This agreement is governed byCalifornia
                law as it applies to contracts entered into and to be performed entirely
                within that state.





**19.**
            **Headings**.
                The captions used in this Option are inserted for convenience and
                shall
                not be deemed a part of this Option for construction or
                interpretation.





**20.**
            **Interpretation**.
                Any dispute regarding the interpretation of this Option Agreement
                shall be
                submitted by the Optionee or by the Company forthwith to the Board
                or the
                Administrator that administers the Plan, which shall review such
                dispute
                at its next regular meeting. The resolution of such dispute by the
                Board
                or the Administrator shall be final and binding on all persons.




THE
                CHILDREN’S INTERNET, INC.By:




29





**OPTIONEE
      ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF
      IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE
      COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
      ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
      NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S THE CHILDREN’S INTERNET, INC.
      2007 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
      CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR
      CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S
      RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY
      AT ANY TIME, WITH OR WITHOUT CAUSE.**





Optionee
      acknowledges receipt of a copy of the Plan and represents that he is familiar
      with the terms and provisions thereof, and hereby accepts this Option Agreement
      subject to all of the terms and provisions thereof. Optionee has reviewed the
      Plan and this Option Agreement in their entirety, has had an opportunity to
      obtain the advice of counsel prior to executing this Option Agreement and fully
      understands all provisions of the Option Agreement. Optionee hereby agrees
      to
      accept as binding, conclusive and final all decisions or interpretations of
      the
      Administrator upon any questions arising under the Plan or this Option
      Agreement. Optionee further agrees to notify the Company upon any change in
      the
      residence address indicated below.





Optionee
      acknowledges that this Option Agreement is in lieu of and supercedes and
      replaces all previous commitments, undertakings or promises with regard to
      the
      option granted hereby .




Dated: _____________________
            Signed:Jane
                DoeResidence
                Address:
              100
                Main Street
              Anywhere,
                CA 94110




30


EXHIBIT
      A


THE
      CHILDREN’S INTERNET, INC.


2007
      Equity Incentive Plan





**EXERCISE
      NOTICE**





THE
      CHILDREN’S INTERNET, INC.


5000
      Hopyard Road, Suite 320


Pleasanton,
      CA 94588





1.
            Exercise
                of Option.
                Effective as of today, ____,
                ______________, the undersigned, Jane Doe ("***Purchaser***"),
                hereby elects to purchase _____(__)
                shares (the "***Shares***")
                of the Common Stock ofTHE
                CHILDREN’S INTERNET, INC., a Nevada corporation (the "***Company***"),
                under and pursuant to The Children’s Internet, Inc. 2007 Equity Incentive
                Plan (the "***Plan***"),
                and the Stock Option Agreement dated ____________, 2007 (the "***Option
                Agreement***").
                The purchase price per share for the Shares shall be $____for an
                aggregate
                purchase price of $,
                as required by the Option
                Agreement.





2.
            Delivery
                of Payment.
                Purchaser herewith delivers to the Company the full purchase price
                for the
                Shares. I hereby elect to pay the exercise price by the method marked
                below:





a.
      ________    Cash


b.
      ________   Check


c.
      _________ Same day exercise and sale


d.
      _________ Net issue exercise


e.
      _________ Delivery of already owned shares of Common Stock




3.
            Broker
                Instructions.In
                the event I have elected to exercise options via the same day exercise
                and
                sale method, you are hereby authorized to instruct________(the "***Broker***")
                to accept the proceeds deriving from the sale of the Shares, and
                to take
                the following actions: (i) to deduct from the proceeds of the sale
                any
                Company expenses; (ii) to deduct from the proceeds any tax withholding
                requested by the Company and to request in writing from the Company
                a
                statement of the tax amounts to be withheld, if no request has been
                given
                by the Company; (iii) to deliver the above amounts so deducted to
                the
                Company; and (iv) to deliver the remaining proceeds to me as I shall
                direct the Broker.





These
      instructions shall be construed as authorizing the Broker and the Company to
      take any other actions reasonably necessary to effect the purposes hereof and
      the Broker and the Company may rely upon any statements and undertakings made
      herein by the undersigned, as if said statements and undertakings were made
      directly to the Broker and the Company.




I
      further
      acknowledge that I shall bear sole responsibility for any commissions and fees
      relating to the performance of these instructions by the Broker or the Company,
      and any other banking activities and will, upon demand, indemnify and defend
      the
      Broker or the Company against any amounts which may be owing in this
      regard.




2




4.
            Repurchase
                Right.





a.  Grant. The
      Company is hereby granted the right (the " ***Repurchase
      Right*** "),
      exercisable at any time during the ninety (90)-day period following the date
      the
      Optionee’s Continuous Status as an employee, director or consultant ceases for
      any reason, to repurchase at the Purchase Price all or any portion of the Shares
      in which the Optionee has not acquired a vested interest in accordance with
      the
      vesting provisions hereof (such shares to be hereinafter called the
      " ***Unvested
      Shares*** ").





b.  Exercise
      of the Repurchase Right .
      The
      Repurchase Right shall be exercisable by written notice delivered to the
      Optionee prior to the expiration of the ninety
      (90)-day period after the Optionee’s Continuous Status as an employee, director
      or consultant ceases for any reason. The notice shall indicate the number of
      Unvested Shares to be repurchased and the date on which the repurchase is to
      be
      effected, such date to be not more than thirty (30) days after the date of
      notice. The Company shall, concurrently with the receipt of the stock
      certificates from escrow in accordance herewith, pay to Optionee in cash or
      cash
      equivalents (including the cancellation of any purchase-money indebtedness),
      an
      amount equal to the Purchase Price previously paid for the Unvested Shares
      which
      are to be repurchased by the Company.





c.  Termination
      of the Repurchase Right/Vesting .
      The
      Repurchase Right shall terminate with respect to any Shares for which it is
      not
      timely exercised hereunder. In
      addition, the Repurchase Right shall terminate, and cease to be exercisable,
      with respect to any and all Shares in which Optionee vests in accordance with
      the option vesting schedule set forth herein. Accordingly, Optionee shall
      acquire a vested interest in, and the Repurchase Right shall lapse with respect
      to, the Shares at such time as they would otherwise have vested
      hereunder.





d.  Fractional
      Shares .
      No
      fractional shares shall be repurchased by the Company. Accordingly should the
      Repurchase Right extend to a fractional share at the time the Optionee’s
      Continuous Status as an employee, director or consultant ceases, then such
      fractional share shall be added to any fractional share in which the Optionee
      is
      at such time vested in order to make one whole vested share no longer subject
      to
      the Repurchase Right.





e. Additional
      Shares or Substituted Securities .
      In the
      event of any stock dividend, stock split, recapitalization, or other change
      affecting the Company's outstanding Common Stock as a class effected without
      receipt of consideration, then any new, substituted, or additional securities
      or
      other property (including money paid other than as a regular cash dividend)
      which is by reason of any such transaction distributed with respect to the
      Shares shall be immediately subject to the Repurchase Right, but only to the
      extent the Shares are at the time covered by such right. Appropriate adjustments
      to reflect the distribution of such securities or property shall be made to
      the
      number of Shares hereunder and to the price per share to be paid upon the
      exercise of the Repurchase Right in order to reflect the effect of any such
      transaction upon the Company's capital structure; provided .
      however, that the aggregate purchase price shall remain the same.




3




f. **** Corporate
      Transaction In the
      event of any of the following transactions (a " ***Corporate
      Transaction*** "):





(i)
      a
      merger or acquisition in which the Company is not the surviving entity, except
      for a transaction the principal purpose of which is to change the State in
      which
      the Company is incorporated;





(ii)
      the
      sale, transfer or other disposition of all or substantially all of the assets
      of
      the Company; or





(iii)
      any
      reverse merger in which the Company is the surviving entity but in which fifty
      percent (50%) or more of the Company's outstanding voting stock is transferred
      to holders different from those who held the stock immediately prior to such
      merger;





then
      the
      Repurchase Right shall automatically lapse in its entirety, and the Optionee
      shall acquire a vested interest in all the Shares, upon the consummation of
      such
      Corporate Transaction, unless the acquiror of such assets or capital stock
      or
      successor corporation agrees that all consideration paid to or exchanged for
      any
      Unvested Shares shall continue to be subject to the option vesting schedule
      set
      forth herein based on the Optionee's Continuous Status as an employee, director
      or consultant with such acquiror or successor corporation on the same terms
      and
      conditions as set forth herein.





g. Assignment .
      In the
      event the Company for any reason elects not to exercise the Repurchase Right
      pursuant to this Article, the Company may assign it, provided that the
      Repurchase Right shall not extend beyond the ninety
      (90)-day period described herein. In the event that the Company and such
      assignees do not elect to exercise the Repurchase Right as to all of the shares
      of stock subject to it, the Repurchase Right shall expire as to all shares
      which
      the Company and such assignees have not elected to purchase.




5.
            Escrow
                for Shares





a.  Deposit .
      Upon
      issuance, the certificate for any shares subject
      to repurchase rights hereunder shall be deposited in escrow with the Company
      to
      be held in accordance with the provisions of this Section. Such deposited
      certificate shall be accompanied by a duly executed Assignment Separate from
      Certificate in the form of Exhibit A attached hereto. The deposited certificate,
      together with any other assets or securities from time to time deposited with
      the Company pursuant to the requirements of this Agreement, shall remain in
      escrow until such time or times as the certificate (or other assets and
      securities) shall be released or otherwise surrendered for cancellation in
      accordance herewith.





b.  Recapitalization .
      Any
      cash dividends on the Shares (or other securities at the time held in escrow)
      shall be paid directly to the Purchaser and shall not be held in escrow.
      However, in the event of any stock dividend, stock split, recapitalization,
      or
      other change affecting the Company's outstanding Common Stock as a class
      effected without receipt of consideration, any new, substituted, or additional
      securities or other property which is by reason of such event distributed with
      respect to the Shares shall be immediately delivered to the Company to be held
      in escrow under this Section 6, but only to the extent the Shares are at the
      time subject to the escrow requirements of paragraph 6.(a).




4




c.  Release/Surrender .
      The
      Shares, together with any other assets or securities held in scrow hereunder,
      shall be subject to the following terms and conditions relating to their release
      from escrow or their surrender to the Company for repurchase and
      cancellation:





(i)
      Should the Company (or its assignees) elect to exercise the Repurchase Right
      with respect to any Unvested Shares, then the escrowed certificates for such
      Unvested Shares (together with any other assets or securities issued with
      respect thereto) shall be delivered to the Company for cancellation,
      concurrently with the payment to the Purchaser, in cash or cash equivalent
      (including the cancellation of any purchase-money indebtedness), of an amount
      equal to the aggregate Purchase Price for such Unvested Shares, and the
      Purchaser shall cease to have any further rights or claims with respect to
      such
      Unvested Shares (or other assets or securities).




(ii) As
      the
      interest of the Purchaser in the Shares (or any other assets or securities
      issued with respect thereto) vests in accordance with the provisions of the
      Option Agreement, the certificates for such vested Shares (as well as all other
      vested assets and securities) shall be released from escrow and delivered to
      the
      Purchaser upon the request of the Purchaser, but in no event more frequently
      than every 12 months.




(iii)
      All
      Shares (or other assets or securities) released from escrow in accordance with
      the above provisions shall nevertheless remain subject to all other restrictions
      applicable thereto (whether under this Agreement or otherwise), until such
      provisions terminate in accordance with their terms.




6.
            Section
                83(b) Election.
                The Purchaser understands that under Section 83 of the Internal Revenue
                Code of 1986, as amended (the "***Code***"),
                the excess of the fair market value of the Shares on the date any
                forfeiture restrictions applicable to such shares lapse over the
                Purchase
                Price paid for such shares will be reportable as ordinary income
                at that
                time. For this purpose, the term "***forfeiture
                restrictions***"
                includes the right of the Company to repurchase a portion of the
                Shares
                pursuant to this Agreement. Purchaser understands, however, that
                Purchaser
                may elect to be taxed at the time such Shares are acquired hereunder,
                rather than when and as such Shares cease to be subject to such forfeiture
                restrictions, by filing an election under Section 83(b) of the Code
                with
                the Internal Revenue Service within thirty (30) days after the date
                of
                this Agreement. Even if the fair market value of the Shares at the
                date of
                this Agreement equals the Purchase Price paid (and thus no tax is
                payable), the election must be made to avoid adverse tax consequences
                in
                the future. The form for making this election is attached as Exhibit
                B
                hereto. Purchaser understands that failure to make this filing within
                the
                thirty (30) day period will result in the recognition of ordinary
                income
                by the Purchaser as the forfeiture restrictions lapse. PURCHASER
                ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY, AND NOT
                THE
                COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF
                PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS
                FILING
                ON HIS/HER BEHALF.




5




7.
            Representations
                of Purchaser.
                Purchaser acknowledges that Purchaser has received, read and understood
                the Plan and the Option Agreement, and agrees to abide by and be
                bound by
                their terms and conditions.




8.
            Rights
                as Stockholder.
                Until the issuance (as evidenced by the appropriate entry on the
                books of
                the Company or of a duly authorized transfer agent of the Company)
                of the
                stock certificate evidencing such Shares, no right to vote or receive
                dividends or any other rights as a Stockholder shall exist with respect
                to
                the Shares, notwithstanding the exercise of the Option. In the event
                Purchaser has not sold the Shares in a same day exercise and sale,
                a share
                certificate for the number of Shares so acquired shall be issued
                to the
                Purchaser as soon as practicable after exercise of the Option. No
                adjustment will be made for a dividend or other right for which the
                record
                date is prior to the date the stock certificate is issued, except
                as
                provided in the Plan.





9.
            Tax
                Consultation; Payment of Taxes.
                Purchaser understands that Purchaser may suffer adverse tax consequences
                as a result of Purchaser's purchase or disposition of the Shares.
                Purchaser represents that Purchaser has consulted with any tax consultants
                Purchaser deems advisable in connection with the purchase or disposition
                of the Shares and that Purchaser is not relying on the Company for
                any tax
                advice.





Purchaser
      agrees to satisfy all applicable federal, state and local income and employment
      tax withholding obligations with respect to the exercise of the Option and,
      if
      applicable, the sale of the Shares and will, upon demand, indemnify and defend
      the Company and, if applicable, the Broker, against any amounts which may be
      owing in this regard. Purchaser also agrees, as partial consideration for the
      designation of the Option as an Incentive Stock Option, if applicable, to notify
      the Company in writing within thirty (30) days of any disposition of any
      Shares acquired by exercise of the Option if such disposition occurs within
      two (2) years from the Date of Grant or within one (1) year from the
      date the Shares were transferred to Purchaser. If the Company is required to
      satisfy any federal, state or local income or employment tax withholding
      obligations as a result of such an early disposition, Purchaser agrees to
      satisfy the amount of such withholding in a manner that the Administrator
      prescribes.





10.
            Entire
                Agreement.
                The Plan and Option Agreement are incorporated herein by reference.
                This
                Agreement, the Plan and the Option Agreement constitute the entire
                agreement of the parties and supersede in their entirety all prior
                undertakings and agreements of the Company and Purchaser with respect
                to
                the subject matter hereof





11.
            Successors
                and Assigns.
                The Company may assign any of its rights under this Exercise Notice
                to
                single or multiple assignees, and this Agreement shall inure to the
                benefit of the successors and assigns of the Company. This Exercise
                Notice
                shall be binding upon Purchaser and his or her heirs, executors,
                administrators, successors and
                assigns.




6




12.
            Headings.
                The captions used in this Agreement are inserted for convenience
                and shall
                not be deemed a part of this Agreement for construction or interpretation.





13.
            Interpretation.
                Any dispute regarding the interpretation of this Exercise Notice
                shall be
                submitted by Purchaser or by the Company forthwith to the Company’s Board
                of Directors or the Administrator that administers the Plan, which
                shall
                review such dispute at its next regular meeting. The resolution of
                such a
                dispute by the Board or Administrator shall be final and binding
                on all
                persons.




14.
            Governing
                Law; Severability.
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the State ofCalifornia
                as it applies to contracts entered into and to be performed entirely
                within that state. Should any provision of this Agreement be determined
                by
                a court of law to be illegal or unenforceable, the other provisions
                shall
                nevertheless remain effective and shall remain enforceable.




15.
            Notices.
                Any notice required or permitted hereunder shall be given in writing
                and
                shall be deemed effectively given upon personal delivery or upon
                deposit
                in the United States mail by certified mail, with postage and fees
                prepaid, addressed to the other party at its address as shown below
                beneath its signature, or to such other address as such party may
                designate in writing from time to time to the other
                party.





16.
            Further
                Instruments.
                The parties agree to execute such further instruments and to take
                such
                further action as may be reasonably necessary to carry out the purposes
                and intent of this agreement.




Submitted
              by:
            
            
            Accepted
              by:PURCHASER:
            
            
            THE
              CHILDREN’S INTERNET, INC.:By:
            
            
            By:(Signature)
            
            
            (Signature)(Print
              Name)
            
            
            (Print
              Name and Title)




Address:
            
            
            Address:________________________
            
            
            5000
              Hopyard Road, Suite 320________________________
            
            
            Pleasanton
              CA 94588




7





**EXHIBIT
      A**





**ASSIGNMENT
      SEPARATE FROM CERTIFICATE**





FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ___________________________ ( ) shares of the Common Stock of The Children’s
      Internet, Inc. (the " ***Company*** ")
      standing in the undersigned's name on the books of the Company represented
      by
      Certificate No. __________herewith and do hereby irrevocably constitute and
      appoint _______________________ Attorney to transfer such Common Stock on the
      books of the within named Company with full power of substitution in the
      premises.





Dated:
      ___________





Jane
              Doe(Spouse's
              Signature, if applicable)(Printed
                Name)





**Instruction:**  Please
      do
      not fill in any blanks other than the signature line. The purpose of this
      assignment is to enable the Company to exercise its Repurchase Right set forth
      in the Agreement without requiring additional signatures on the part of the
      Purchaser.




1





**EXHIBIT
      B**





**PROTECTIVE
      SPECIAL ELECTION UNDER SECTION 83(b)**


**OF
      THE INTERNAL REVENUE CODE OF 1986**


The
      undersigned, Jane Doe (the " ***Taxpayer*** "),
      hereby makes the election, modified as described below, under Section 83(b)
      of
      the Internal Revenue Code of 1986, as amended (the " ***Code*** "),
      with
      respect to shares of common stock of The Children’s Internet, Inc. (the
      " ***Shares*** "
      or
      " ***Property*** ")
      acquired by the undersigned pursuant to the exercise of an " ***incentive
      stock option*** "
      during
      the taxable year.





The
      following information with respect to such election is provided
      below:





**1.**
            **Name,
                Address and Social Security Number of the
                Taxpayer:**





Jane
      Doe


100
      Main
      Street


Anywhere,
      CA 94110





Social
      Security Number: ____________________





**2.**
            **A
                Description of Each Property with Respect to Which the Election Is
                Being
                Made:**


__________
      Common stock shares of The Children’s Internet, Inc., a Nevada
      corporation.





**3.**
            **Date
                on Which the Property Was Transferred and the Taxable Year for Which
                the
                Election Is Made****:**




Date
      of
      Transfer:  __________________





Taxable
      Year:   __________________
      Calendar Year


2


**4.** **Nature
      of the Restrictions to Which the Property Is Subject** :





The
      Taxpayer is required to sell the Shares back to The Children’s Internet, a
      Nevada corporation, at its original purchase price if the Taxpayer voluntarily
      terminates employment with The Children’s Internet, Inc. before the Taxpayer's
      rights to the Shares have vested. Shares will vest at the rate of 1/36 per
      month
      on the day of the month corresponding to the Vesting Commencement Date (or
      if
      there is no corresponding day in any such month, on the last day of such month),
      until fully vested, unless vesting ceases as set forth in The Children’s
      Internet, Inc. 2007 Equity Incentive Plan or the Stock Option Agreement under
      which the Shares were acquired.





**5.** Fair
      Market Value at the Time of Transfer of theProperty:





$___
      per
      share.


The
      Property was transferred to the Taxpayer pursuant to the exercise of an
      Incentive Stock Option described in Section 422 of the Code. Accordingly, no
      income is recognized by the Taxpayer for purposes of the regular income upon
      transfer of the Property.




**6.** **The
      Amount Paid for the Property:**





$____
      per
      share.




**7.**  **Additional
      Copies of Election** **:**





A
      copy of
      this election has been furnished to The Children’s Internet, Inc., a Nevada
      corporation, the entity for which services were performed.





**8.**
            **Limited
                Nature of Election****:**





Because
      the Property is shares of Common Stock of The Children’s Internet, Inc. acquired
      by exercise of an incentive stock option (within the meaning of Section 422
      of
      the Code), the undersigned will not recognize income upon exercise of the
      option. Therefore this election is protective only, is made solely to bar
      application of Section 83(a) of the Code and is not made to cause the
      undersigned actually to recognize income which apart from this election
      qualifies for nonrecognition treatment under Sections 421 and 422 of the
      Code.





**9.**
            **Alternative
                Minimum Tax****:**





The
      Taxpayer intends that this election will be an effective election under Section
      83(b) of the Code for all purposes of the Alternative Minimum Tax, and in
      particular for purposes of computing the adjustment described in Section
      56(b)(3) of the Code.





**10.**
            **Performance
                of Services and Beneficial Transferee****.**




The
      Taxpayer performed the services in connection with the transfer of the Property
      and is the beneficial transferee of the Property.




3




*** 
      *  ***





The
      undersigned understands that the foregoing election may not be revoked except
      with the consent of the Commissioner.




Dated:
              _____________
            TAXPAYER:Jane
                DoeTAXPAYER'S
              SPOUSE'S CONSENT:




4