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                                                                    EXHIBIT 4.1




                       NT MEDIA CORP. OF CALIFORNIA, INC.



                           2009 EQUITY INCENTIVE PLAN







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                       NT MEDIA CORP. OF CALIFORNIA, INC.

                           2009 EQUITY INCENTIVE PLAN


         NT Media Corp. of California, Inc. hereby adopts the 2009 Equity
Incentive Plan, effective as of March 4, 2009, as follows:

                                    SECTION 1
                        BACKGROUND, PURPOSE AND DURATION

         1.1 BACKGROUND AND EFFECTIVE DATE. The Plan provides for the granting
of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights (or SARs), Restricted Stock, Performance Units, Performance Shares, and
other stock awards. The Plan is adopted and effective as of March 4, 2009. The
Company will seek stockholder approval in the manner and to the degree required
under Applicable Laws. If the Company fails to obtain stockholder approval of
the Plan within twelve (12) months after the date this Plan is adopted by the
Board, pursuant to Section 422 of the Code, any Option granted as an Incentive
Option at any time under the Plan will not qualify as an Incentive Option within
the meaning of the Code and will be deemed to be an Non-Statutory Option.

         1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the
success, and enhance the value, of the Company by aligning the interests of
Participants with those of the Company's stockholders, and by providing
Participants with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of outstanding individuals, upon whose
judgment, interest, and special effort the success of the Company largely is
dependent.

         1.3 DURATION OF THE PLAN. The Plan shall commence on the date specified
in Section 1.1 and, subject to Section 12 (concerning the Board's right to amend
or terminate the Plan), shall remain in effect thereafter.

                                    SECTION 2
                                   DEFINITIONS

         The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:

         2.1 "1934 ACT" means the Securities Exchange Act of 1934, as amended.
Reference to a specific section of the Exchange Act or regulation thereunder
shall include such section or regulation, any valid regulation promulgated under
such section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation.

         2.2 "AFFILIATE" means any corporation or any other entity (including,
but not limited to, partnerships and joint ventures) controlling, controlled by,
or under common control with the Company (e.g., a parent or subsidiary of the
Company).

         2.3 "AFFILIATED SAR" means an SAR that is granted in connection with a
related Option, and which automatically will be deemed to be exercised at the
same time that the related Option is exercised.


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         2.4 "APPLICABLE LAWS" means the requirements relating to the
administration of equity plans under U. S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on
which the Shares are listed or quoted and the applicable laws of any foreign
country or jurisdiction where Awards are, or will be, granted under the Plan.

         2.5 "AWARD" means, individually or collectively, a grant under the Plan
of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock,
Performance Units, Performance Shares, or Shares.

         2.6 "AWARD AGREEMENT" means the written agreement setting forth the
terms and provisions applicable to each Award granted under the Plan.

         2.7 "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

         2.8 "CHANGE IN CONTROL" is defined in Section 15.4.

         2.9 "CODE" means the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.

         2.10  "COMMITTEE"  means  the  committee  appointed  by  the  Board  to
administer the Plan pursuant to Section 3.1, or if no committee has been so
appointed, then Committee means the Board.

         2.11  "COMPANY"  means NT Media Corp. of  California,  Inc., a Delaware
corporation, or any successor thereto.

         2.12 "CONSULTANT" means an individual who provides significant bona
fide services to the Company and/or an Affiliate, including a Director who is
not an Employee.

         2.13  "DIRECTOR"  means any  individual who is a member of the Board of
Directors of the Company.

         2.14 "DISABILITY" means a permanent and total disability within the
meaning of Code Section 22(e)(3).

         2.15 "EMPLOYEE" means an employee of the Company or of an Affiliate,
whether such employee is so employed at the time the Plan is adopted or becomes
so employed subsequent to the adoption of the Plan.

         2.16 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended. Reference to a specific section of ERISA shall include such section,
any valid regulation promulgated thereunder, and any comparable provision of any
future legislation amending, supplementing or superseding such section.


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         2.17 "FAIR MARKET VALUE" means as of any date, the value of a Share
determined as follows:

                  (a) If the Shares are listed on any established stock exchange
         or a national market system, its Fair Market Value shall be the closing
         sales price for such Share (or the closing bid, if no sales were
         reported) as quoted on such exchange or system on the day of, or the
         last market trading day prior to, the day of determination, as reported
         in The Wall Street Journal or such other source as the Committee deems
         reliable;

                  (b) If the Shares are regularly quoted by a recognized
         securities dealer but selling prices are not reported, the Fair Market
         Value of the Share shall be the mean between the high bid and low asked
         prices for the Shares on the day of, or the last market trading day
         prior to, the day of determination, as reported in The Wall Street
         Journal or such other source as the Committee deems reliable; or

                  (c) The Fair Market Value shall be determined in good faith by
         the Committee.

         2.18  "FREESTANDING  SAR" means a SAR that is granted  independently of
any Option.

         2.19 "INCENTIVE STOCK OPTION" OR "ISO" means an option to purchase
Shares, which is designated as an Incentive Stock Option and is intended to meet
the requirements of Section 422 of the Code.

         2.20 "NONQUALIFIED STOCK OPTION" OR "NQSO" means an option to purchase
Shares which is not intended to be an Incentive Stock Option.

         2.21 "OPTION" means an Incentive  Stock Option or a Nonqualified  Stock
Option.

         2.22 "OPTION PRICE" means the price at which a Share may be purchased
pursuant to an Option.

         2.23 "PARTICIPANT" means an Employee, Consultant or Director who has an
outstanding Award.

         2.24 "PERFORMANCE SHARE" means an Award granted to an Employee pursuant
to Section 8 having an initial value equal to the Fair Market Value of a Share
on the date of grant.

         2.25 "PERFORMANCE UNIT" means an Award granted to an Employee pursuant
to Section 8 having an initial value (other than the Fair Market Value of a
Share) that is established by the Committee at the time of grant.

         2.26 "PERIOD OF RESTRICTION" means the period during which the transfer
of Shares of Restricted Stock are subject to restrictions.

         2.27 "PLAN" means the NT Media Corp. of California,  Inc. 2009 Equity
Incentive  Plan, as set forth in this  instrument and as hereafter  amended from
time to time.

         2.28 "RESTRICTED STOCK" means an Award granted to a Participant
pursuant to Section 7.


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         2.29 "RETIREMENT" means, in the case of an Employee, a Termination of
Employment by reason of the Employee's retirement at or after age 62.

         2.30 "RULE 16B-3" means Rule 16b-3 promulgated under the 1934 Act, and
any future regulation amending, supplementing or superseding such regulation.

         2.31 "SECTION 16 PERSON" means a person who, with respect to the
Shares, is subject to Section 16 of the 1934 Act.

         2.32 "SHARES" means the shares of common stock of the Company.

         2.33 "STOCK APPRECIATION RIGHT" OR "SAR" means an Award, granted alone
or in connection with a related Option, that pursuant to the terms of Section 7
is designated as an SAR.

         2.34 "SUBSIDIARY" means any "subsidiary corporation" (other than the
Company) as defined in Code Section 424(f).

         2.35 "TANDEM SAR" means an SAR that is granted in connection with a
related Option, the exercise of which shall require forfeiture of the right to
purchase an equal number of Shares under the related Option (and when a Share is
purchased under the Option, the SAR shall be canceled to the same extent).

         2.36 "TERMINATION OF EMPLOYMENT" means a cessation of the
employee-employer or director or other service arrangement relationship between
an Employee, Consultant or Director and the Company or an Affiliate for any
reason, including, but not by way of limitation, a termination by resignation,
discharge, death, Disability, Retirement, or the disaffiliation of an Affiliate,
but excluding any such termination where there is a simultaneous reemployment or
re-engagement by the Company or an Affiliate.

                                    SECTION 3
                                 ADMINISTRATION

         3.1 THE COMMITTEE. The Plan shall be administered by the Board of
Directors or by a committee of the Board that meets the requirements of this
Section 3.1 (hereinafter referred to as "THE COMMITTEE"). The Committee shall
consist of not less than two (2) Directors. The members of the Committee shall
be appointed from time to time by, and shall serve at the pleasure of, the Board
of Directors. At such time as the Company has independent directors, any
Committee shall be comprised solely of Directors who are both "outside
directors" under Rule 16b-3 and "independent directors" under the requirements
of any national securities exchange or system upon which the Shares are then
listed and/or traded.

         3.2 AUTHORITY OF THE COMMITTEE. The Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and to control its
operation, including, but not limited to, the power (a) to determine which
Employees, Consultants and Directors shall be granted Awards, (b) to prescribe
the terms and conditions of such Awards, (c) to interpret the Plan and the
Awards, (d) to adopt rules for the administration, interpretation and
application of the Plan as are consistent therewith, and (e) to interpret, amend
or revoke any such rules.

                  The Committee, in its sole discretion and on such terms and
         conditions as it may provide, may delegate all or any part of its
         authority and powers under the Plan to one or more directors and/or


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         officers of the Company; PROVIDED, HOWEVER, that the Committee may not
         delegate its authority and powers with respect to Section 16 Persons.

         3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee shall be final, conclusive, and binding on all persons, and shall be
given the maximum deference permitted by law.

                                    SECTION 4
                           SHARES SUBJECT TO THE PLAN

         4.1 SHARES AVAILABLE.

                  4.1.1  MAXIMUM  SHARES  AVAILABLE  UNDER PLAN.  The  aggregate
         number of Shares  available for issuance  under the Plan may not exceed
         two million (2,000,000) Shares.  Such shares may be authorized
         but unissued shares.


                  4.1.2  ADJUSTMENTS.  All Share numbers in this Section 4.1 are
         subject to adjustment as provided in Section 15.

                  4.2  NUMBER OF  SHARES.  The  following  rules  will apply for
         purposes of the  determination  of the number of Shares  available  for
         grant under the Plan:

                           (a) While an Award is outstanding, it shall be
                  counted against the authorized pool of Shares, regardless of
                  its vested status.

                           (b) The grant of an Option, Restricted Stock or
                  Shares shall reduce the Shares available for grant under the
                  Plan by the number of Shares subject to such Award.

                           (c) The grant of a Tandem SAR shall reduce the number
                  of Shares available for grant by the number of Shares subject
                  to the related Option (i.e., there is no double counting of
                  Options and their related Tandem SARs); PROVIDED, HOWEVER,
                  that, upon the exercise of such Tandem SAR, the authorized
                  Share pool shall be credited with the appropriate number of
                  Shares representing the number of shares reserved for such
                  Tandem SAR less the number of Shares actually delivered upon
                  exercise thereof or the number of Shares having a Fair Market
                  Value equal to the cash payment made upon such exercise.

                           (d) The grant of an Affiliated SAR shall reduce the
                  number of Shares available for grant by the number of Shares
                  subject to the SAR, in addition to the number of Shares
                  subject to the related Option; PROVIDED, HOWEVER, that, upon
                  the exercise of such Affiliated SAR, the authorized Share pool
                  shall be credited with the appropriate number of Shares
                  representing the number of shares reserved for such Affiliated
                  SAR less the number of Shares actually delivered upon exercise
                  thereof or the number of Shares having a Fair Market Value
                  equal to the cash payment made upon such exercise.

                           (e) The grant of a Freestanding SAR shall reduce the
                  number of Shares available for grant by the number of
                  Freestanding SARs granted; PROVIDED, HOWEVER, that, upon the
                  exercise of such Freestanding SAR, the authorized Share pool
                  shall be credited with the appropriate number of Shares
                  representing the number of shares reserved for such
                  Freestanding SAR less the number of Shares actually delivered
                  upon exercise thereof or the number of Shares having a Fair
                  Market Value equal to the cash payment made upon such
                  exercise.


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                           (f) The Committee shall in each case determine the
                  appropriate number of Shares to deduct from the authorized
                  pool in connection with the grant of Performance Units and/or
                  Performance Shares.

                           (g) To the extent that an Award is settled in cash
                  rather than in Shares, the authorized Share pool shall be
                  credited with the appropriate number of Shares having a Fair
                  Market Value equal to the cash settlement of the Award.

         4.3 LAPSED AWARDS. If an Award is cancelled, terminates, expires, or
lapses for any reason (with the exception of the termination of a Tandem SAR
upon exercise of the related Option, or the termination of a related Option upon
exercise of the corresponding Tandem SAR), any Shares subject to such Award
again shall be available to be the subject of an Award.

                                    SECTION 5
                                  STOCK OPTIONS

         5.1 GRANT OF OPTIONS. Options may be granted to Employees, Consultants
and Directors at any time and from time to time, as determined by the Committee
in its sole discretion. The Committee, in its sole discretion, shall determine
the number of Shares subject to Options granted to each Participant. The
Committee may grant ISOs, NQSOs, or a combination thereof.

         5.2 AWARD AGREEMENT. Each Option shall be evidenced by an Award
Agreement that shall specify the Option Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to
exercise of the Option, and such other terms and conditions as the Committee, in
its discretion, shall determine. The Award Agreement also shall specify whether
the Option is intended to be an ISO or a NQSO.

         5.3 OPTION PRICE. Subject to the provisions of this Section 5.3, the
Option Price for each Option shall be determined by the Committee in its sole
discretion.

                  5.3.1 NONQUALIFIED STOCK OPTIONS. In the case of a
         Nonqualified Stock Option, the Option Price shall be not less than one
         hundred percent (100%) of the Fair Market Value of a Share on the date
         that the Option is granted.

                  5.3.2 INCENTIVE STOCK OPTIONS. In the case of an Incentive
         Stock Option, the Option Price shall be not less than one hundred
         percent (100%) of the Fair Market Value of a Share on the date that the
         Option is granted; PROVIDED, HOWEVER, that if at the time that the
         Option is granted, the Employee (together with persons whose stock
         ownership is attributed to the Employee pursuant to Section 424(d) of
         the Code) owns stock possessing more than 10% of the total combined
         voting power of all classes of stock of the Company or any of its
         Subsidiaries, the Option Price shall be not less than one hundred and
         ten percent (110%) of the Fair Market Value of a Share on the date that
         the Option is granted.

                  5.3.3 SUBSTITUTE OPTIONS. Notwithstanding the provisions of
         Sections 5.3.1 and 5.3.2, in the event that the Company or an Affiliate
         consummates a transaction described in Section 424(a) of the Code
         (e.g., the acquisition of property or stock from an unrelated
         corporation), persons who become Employees, Consultants or Directors on
         account of such transaction may be granted Options in substitution for
         options granted by their former employer. If such substitute Options
         are granted, the Committee, in its sole discretion, may determine that


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         such substitute Options shall have an exercise price less than 100% of
         the Fair Market Value of the Shares on the date the Option is granted.

         5.4 EXPIRATION OF OPTIONS. Unless the applicable stock option agreement
provides otherwise, each Option shall terminate upon the first to occur of the
events listed in Section 5.4.1, subject to Section 5.4.2.

                  5.4.1 EXPIRATION DATES.

                           (a) The date for termination of the Option set forth
                  in the Award Agreement; or

                           (b) The expiration of ten years from the date the
                  Option was granted, or

                           (c) The expiration of three months from the date of
                  the Participant's Termination of Employment for a reason other
                  than the Participant's death, Disability or Retirement, or

                           (d) The expiration of twelve months from the date of
                  the Participant's Termination of Employment by reason of
                  Disability, or

                           (e) The expiration of twelve months from the date of
                  the Participant's death, if such death occurs while the
                  Participant is in the employ or service of the Company or an
                  Affiliate.

                  5.4.2 COMMITTEE DISCRETION. The Committee shall provide, in
         the terms of each individual Option, when such Option expires and
         becomes unexercisable. After the Option is granted, the Committee, in
         its sole discretion may extend the maximum term of such Option. The
         foregoing discretionary authority is subject to the limitations and
         restrictions on Incentive Stock Options set forth in Section 5.8.

         5.5 EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable at such times, and subject to such restrictions and conditions, as
the Committee shall determine in its sole discretion. After an Option is
granted, the Committee, in its sole discretion, may accelerate the
exercisability of the Option.

         5.6 PAYMENT. The Committee shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the
case of an Incentive Stock Option, the Committee shall determine the acceptable
form of consideration at the time of grant. Such consideration may consist
entirely of:

                  (a) cash;

                  (b) check;

                  (c) full recourse promissory note;

                  (d) other Shares which (i) in the case of Shares acquired upon
         exercise of an Option, have been owned by the Participant for more than
         six (6) months on the date of surrender, and (ii) have a Fair Market
         Value on the date of surrender equal to the aggregate exercise price of
         the Shares as to which said Option shall be exercised;


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                  (e) consideration received by the Company from a licensed
         broker under a cashless exercise program implemented by the Company to
         facilitate "same day" exercises and sales of Options;

                  (f) a reduction in the amount of any Company liability to the
         Participant, including any liability attributable to the Participant's
         participation in any Company-sponsored deferred compensation program or
         arrangement;

                  (g) any combination of the foregoing methods of payment; or

                  (h) such other consideration and method of payment for the
         issuance of Shares to the extent permitted by Applicable Laws.

         5.7 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose
such restrictions on any Shares acquired pursuant to the exercise of an Option,
as it may deem advisable, including, but not limited to, restrictions related to
Federal securities laws, the requirements of any national securities exchange or
system upon which such Shares are then listed and/or traded, and/or any blue sky
or state securities laws.

         5.8 CERTAIN ADDITIONAL PROVISIONS FOR INCENTIVE STOCK OPTIONS.

                  5.8.1 EXERCISABILITY. The aggregate Fair Market Value
         (determined at the time the Option is granted) of the Shares with
         respect to which Incentive Stock Options are exercisable for the first
         time by any Employee during any calendar year (under all plans of the
         Company and its Subsidiaries) shall not exceed $100,000.

                  5.8.2 TERMINATION OF EMPLOYMENT. No Incentive Stock Option may
         be exercised more than three months after the Participant's termination
         of employment for any reason other than Disability or death, unless (a)
         the Participant dies during such three-month period, and (b) the Award
         Agreement and/or the Committee permits later exercise. No Incentive
         Stock Option may be exercised more than one year after the
         Participant's termination of employment on account of Disability,
         unless (a) the Participant dies during such one-year period, and (b)
         the Award Agreement and/or the Committee permit later exercise.

                  5.8.3 COMPANY AND SUBSIDIARY EMPLOYEES ONLY. Incentive Stock
         Options may be granted only to persons who are Employees of the Company
         and/or a Subsidiary at the time of grant.

                  5.8.4 EXPIRATION. No Incentive Stock Option may be exercised
         after the expiration of 10 years from the date such Option was granted;
         PROVIDED, HOWEVER, that if the Option is granted to an Employee who,
         together with persons whose stock ownership is attributed to the
         Employee pursuant to Section 424(d) of the Code, owns stock possessing
         more than 10% of the total combined voting power of all classes of the
         stock of the Company or any of its Subsidiaries, the Option may not be
         exercised after the expiration of 5 years from the date that it was
         granted.

         5.9 NONTRANSFERABILITY OF OPTIONS. No Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will, the laws of descent and distribution, or as provided under
Section 9. All Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant.


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                                    SECTION 6
                            STOCK APPRECIATION RIGHTS

         6.1 GRANT OF SARS. An SAR may be granted to an Employee, Consultant or
Director at any time and from time to time as determined by the Committee, in
its sole discretion. The Committee may grant Affiliated SARs, Freestanding SARs,
Tandem SARs, or any combination thereof. The Committee shall have complete
discretion to determine the number of SARs granted to any Participant, and
consistent with the provisions of the Plan, the terms and conditions pertaining
to such SARs. However, the grant price of a Freestanding SAR shall be at least
equal to the Fair Market Value of a Share on the date of grant. The grant price
of Tandem or Affiliated SARs shall equal the Option Price of the related Option.

         6.2 EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the right
to exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.

         6.3 ISOS. Notwithstanding any contrary provision of the Plan, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
shall expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR shall be for no more than one
hundred percent (100%) of the difference between the Option Price of the
underlying ISO and the Fair Market Value of the Shares subject to the underlying
ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR shall be
exercisable only when the Fair Market Value of the Shares subject to the ISO
exceeds the Option Price of the ISO.

         6.4 EXERCISE OF AFFILIATED SARS. An Affiliated SAR shall be deemed to
be exercised upon the exercise of the related Option. The deemed exercise of an
Affiliated SAR shall not necessitate a reduction in the number of Shares subject
to the related Option.

         6.5 EXERCISE OF FREESTANDING SARS. Freestanding SARs shall be
exercisable on such terms and conditions as the Committee, in its sole
discretion, shall determine.

         6.6 SAR AGREEMENT. Each SAR shall be evidenced by an Award Agreement
that shall specify the grant price, the term of the SAR, the conditions of
exercise, and such other terms and conditions as the Committee, in its sole
discretion, shall determine.

         6.7 EXPIRATION OF SARS. An SAR granted under the Plan shall expire upon
the date determined by the Committee, in its sole discretion, and set forth in
the Award Agreement. Notwithstanding the foregoing, the rules of Section 5.4
(pertaining to Options) also shall apply to SARs.

         6.8 PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

                  (a) The difference between the Fair Market Value of a Share on
         the date of exercise over the grant price; times

                  (b) The number of Shares with respect to which the SAR is
         exercised.

                  At the discretion of the Committee, the payment upon SAR
         exercise may be in cash, in Shares of equivalent value, or in some
         combination thereof.


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         6.9 NONTRANSFERABILITY OF SARS. No SAR granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will, the laws of descent and distribution, or as permitted under
Section 9. An SAR granted to a Participant shall be exercisable during the
Participant's lifetime only by such Participant.

                                    SECTION 7
                                RESTRICTED STOCK

         7.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Employees, Consultants or Directors in such amounts as the
Committee, in its sole discretion, shall determine.

         7.2 RESTRICTED STOCK AGREEMENT. Each Award of Restricted Stock shall be
evidenced by an Award Agreement that shall specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the
Committee, in its sole discretion, shall determine. Unless the Committee
determines otherwise, shares of Restricted Stock shall be held by the Company as
escrow agent until the restrictions on such Shares have lapsed.

         7.3 TRANSFERABILITY. Except as provided in this Section 7, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of Restriction.
All rights with respect to the Restricted Stock granted to a Participant under
the Plan shall be available during his or her lifetime only to such Participant.

         7.4 OTHER RESTRICTIONS. The Committee, in its sole discretion, may
impose such other restrictions on any Shares of Restricted Stock as it may deem
advisable including, without limitation, restrictions based upon the achievement
of specific performance goals (Company-wide, divisional, and/or individual),
and/or restrictions under applicable Federal or state securities laws; and may
legend the certificates representing Restricted Stock to give appropriate notice
of such restrictions. For example, the Committee may determine that some or all
certificates representing Shares of Restricted Stock shall bear the following
legend:

         "The sale or other transfer of the shares of stock represented by this
         certificate, whether voluntary, involuntary, or by operation of law, is
         subject to certain restrictions on transfer as set forth in the NT
         Media Corp. Of California, Inc. 2009 Equity Incentive Plan, and in a
         Restricted Stock Agreement. A copy of the Plan and such Restricted
         Stock Agreement may be obtained from the Secretary of NT Media Corp. of
         California, Inc."

         7.5 REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Section 7, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall be released from escrow as soon as practicable after
the last day of the Period of Restriction. The Committee, in its discretion, may
accelerate the time at which any restrictions shall lapse, and/or remove any
restrictions. After the restrictions have lapsed, the Participant shall be
entitled to have any legend or legends under Section 7.4 removed from his or her
Share certificate, and the Shares shall be freely transferable by the
Participant.

         7.6 VOTING RIGHTS. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Committee determines otherwise.


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         7.7 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Participants holding Shares of Restricted Stock shall be entitled
to receive all dividends and other distributions paid with respect to such
Shares, unless otherwise provided in the Award Agreement. If any such dividends
or distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.

         7.8 RETURN OF RESTRICTED STOCK TO COMPANY. Subject to the applicable
Award Agreement and Section 7.5, upon the earlier of (a) the Participant's
Termination of Employment, or (b) the date set forth in the Award Agreement, the
Restricted Stock for which restrictions have not lapsed shall revert to the
Company and, subject to Section 4.3, again shall become available for grant
under the Plan.

         7.9 REPURCHASE OPTION. Unless the Committee determines otherwise, the
Award Agreement shall grant the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the Participant's service with the
Company for any reason (including death or Disability). The purchase price for
Shares repurchased pursuant to the Award Agreement shall be the original price
paid by the Participant and may be paid by cancellation of any indebtedness of
the Participant to the Company. The repurchase option shall lapse at a rate
determined by the Committee.

         7.10 UNRESTRICTED SHARES. Notwithstanding anything to the contrary in
this Section 7, and subject to Applicable Laws, the Committee may issue Shares
of Restricted Stock without any applicable restrictions, including any Period of
Restriction.

                                    SECTION 8
                    PERFORMANCE UNITS AND PERFORMANCE SHARES

         8.1 GRANT OF PERFORMANCE UNITS/SHARES. Performance Units and
Performance Shares may be granted to Employees, Consultants or Directors at any
time and from time to time, as shall be determined by the Committee, in its sole
discretion. The Committee shall have complete discretion in determining the
number of Performance Units and Performance Shares granted to each Participant.

         8.2 VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit shall have
an initial value that is established by the Committee at the time of grant. Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant. The Committee shall set performance goals in its
discretion which, depending on the extent to which they are met, will determine
the number and/or value of Performance Units/Shares that will be paid out to the
Participants. The time period during which the performance goals must be met
shall be called the "PERFORMANCE PERIOD".

         8.3 EARNING OF PERFORMANCE UNITS/SHARES. After the applicable
Performance Period has ended, the holder of Performance Units/Shares shall be
entitled to receive a payout of the number of Performance Units/Shares earned by
the Participant over the Performance Period, to be determined as a function of
the extent to which the corresponding performance goals have been achieved.
After the grant of a Performance Unit/Share, the Committee, in its sole
discretion, may adjust and/or waive the achievement of any performance goals for
such Performance Unit/Share.

         8.4 FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. Payment of
earned Performance Units/Shares shall be made as soon as practicable after the
expiration of the applicable Performance Period. The Committee, in its sole
discretion, may pay earned Performance Units/Shares in the form of cash, in
Shares (which have an aggregate Fair Market Value equal to the value of the


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earned  Performance  Units/Shares  at the  close of the  applicable  Performance
Period) or in a combination thereof.

         8.5 CANCELLATION OF PERFORMANCE UNITS/SHARES. Subject to the applicable
Award Agreement, upon the earlier of (a) the Participant's Termination of
Employment, or (b) the date set forth in the Award Agreement, all remaining
Performance Units/Shares shall be forfeited by the Participant to the Company,
and subject to Section 4.3, the Shares subject thereto shall again be available
for grant under the Plan.

         8.6 NONTRANSFERABILITY. Performance Units/Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will, the laws of descent and distribution, or as permitted under
Section 9. A Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.

                                    SECTION 9
                             BENEFICIARY DESIGNATION

         If permitted by the Committee, a Participant may name a beneficiary or
beneficiaries to whom any unpaid vested Award shall be paid in event of the
Participant's death. Each such designation shall revoke all prior designations
by the same Participant and shall be effective only if given in a form and
manner acceptable to the Committee. In the absence of any such designation,
benefits remaining unpaid at the Participant's death shall be paid to the
Participant's estate and, subject to the terms of the Plan, any unexercised
vested Award may be exercised by the Committee or executor of the Participant's
estate.

                                   SECTION 10
                                    DEFERRALS

         The Committee, in its sole discretion, may permit a Participant to
defer receipt of the payment of cash or the delivery of Shares that would
otherwise be due to such Participant under an Award. Any such deferral elections
shall be subject to such rules and procedures as shall be determined by the
Committee in its sole discretion.

                                   SECTION 11
                       RIGHTS OF EMPLOYEES AND CONSULTANTS

         11.1 NO EFFECT ON EMPLOYMENT OR SERVICE. Nothing in the Plan shall
interfere with or limit in any way the right of the Company to terminate any
Participant's employment or service at any time, with or without cause.

         11.2 PARTICIPATION. No Employee, Consultant or Director shall have the
right to be selected to receive an Award under this Plan, or, having been so
selected, to be selected to receive a future Award.

                                   SECTION 12
                      AMENDMENT, SUSPENSION, OR TERMINATION

         The Board, in its sole discretion, may alter, amend or terminate the
Plan, or any part thereof, at any time and for any reason. However, as required
by Applicable Laws, no alteration or amendment shall be effective without
further stockholder approval. Neither the amendment, suspension, nor termination


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of the Plan shall, without the consent of the Participant, alter or impair any
rights or obligations under any Award theretofore granted. No Award may be
granted during any period of suspension nor after termination of the Plan.

                                   SECTION 13
                                 TAX WITHHOLDING

         13.1 WITHHOLDING REQUIREMENTS. Prior to the delivery of any Shares or
cash pursuant to an Award, the Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes required to be withheld
with respect to such Award.

         13.2 SHARES WITHHOLDING. The Committee, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a
Participant to satisfy the minimum statutory tax withholding obligation, in
whole or in part, by delivering to the Company Shares already owned for more
than six (6) months having a value equal to the amount required to be withheld.
The value of the Shares to be delivered will be based on their Fair Market Value
on the date of delivery.

                                   SECTION 14
                                 INDEMNIFICATION

         Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, motion, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan or any Award Agreement and against and from any and all amounts paid by
him or her in settlement thereof, with the Company's approval, or paid by him or
her in settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

                                   SECTION 15
  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET SALE

         15.1 CHANGES IN CAPITALIZATION; NO AWARD REPRICING. Subject to any
required action by the stockholders of the Company, the number of Shares covered
by each outstanding Award, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Award, as well as the price per Share covered by each such outstanding Award,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Shares, or any other increase or decrease
in the number of issued Shares effected without receipt of consideration by the
Company; PROVIDED, HOWEVER, that conversion of any convertible securities of the


                                     - 13 -


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Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an Award. Further, except for the adjustments provided
herein, no Award may be amended to reduce its initial exercise price, and no
Award may be cancelled and replaced with an Award with a lower price.

         15.2 DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Committee shall notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Committee in its discretion may provide for a Participant to
have the right to exercise his or her Award until ten (10) days prior to such
transaction as to all of the Shares covered thereby, including Shares as to
which the Award would not otherwise be exercisable. In addition, the Committee
may provide that any Company repurchase option applicable to any Shares
purchased upon exercise of an Award shall lapse as to all such Shares, provided
the proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed
action.

         15.3 MERGER OR ASSET SALE. In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Award shall be assumed or an equivalent option or
right substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Award, the Participant shall fully vest in and have
the right to exercise the Award as to all of the Shares as to which it would not
otherwise be vested or exercisable. If an Award becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Committee shall notify the Participant in writing or
electronically that the Award shall be fully vested and exercisable for a period
of fifteen (15) days from the date of such notice, and the Award shall terminate
upon the expiration of such period. For the purposes of this paragraph, the
Award shall be considered assumed if, following the merger or sale of assets,
the option or right confers the right to purchase or receive, for each Share
subject to the Award immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Shares for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); PROVIDED, HOWEVER, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Committee may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Award, for each Share subject to the Award, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Shares in the merger or sale of assets.

         15.4 CHANGE IN CONTROL. In the event of a Change of Control (as defined
below), except as otherwise determined by the Board, the Participant shall fully
vest in and have the right to exercise the Awards as to all of the Shares,
including Shares as to which it would not otherwise be vested or exercisable. If
an Award becomes fully vested and exercisable as the result of a Change of
Control, the Committee shall notify the Participant in writing or electronically
prior to the Change of Control that the Award shall be fully vested and
exercisable for a period of fifteen (15) days from the date of such notice, and


                                     - 14 -


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the Award shall terminate upon the expiration of such period. For purposes of
this Plan, a "Change of Control" means the happening of any of the following
events:

                  (a) When any "person," as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act (other than the Company, a Subsidiary or
         a Company employee benefit plan, including any trustee of such plan
         acting as trustee) is or becomes the "beneficial owner" (as defined in
         Rule 13d-3 under the Exchange Act), directly or indirectly, of
         securities of the Company representing fifty percent (50%) or more of
         the combined voting power of the Company's then outstanding securities
         entitled to vote generally in the election of directors; or

                  (b) The stockholders of the Company approve a merger or
         consolidation of the Company with any other corporation, other than a
         merger or consolidation which would result in the voting securities of
         the Company outstanding immediately prior thereto continuing to
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving entity) more than fifty percent
         (50%) of the total voting power represented by the voting securities of
         the Company or such surviving entity outstanding immediately after such
         merger or consolidation, or the stockholders of the Company approve an
         agreement for the sale or disposition by the Company of all or
         substantially all the Company's assets; or

                  (c) A change in the composition of the Board of Directors of
         the Company, as a result of which fewer than a majority of the
         directors are Incumbent Directors. "INCUMBENT DIRECTORS" shall mean
         directors who either (A) are directors of the Company as of the date
         the Plan is approved by the stockholders, or (B) are elected, or
         nominated for election, to the Board of Directors of the Company with
         the affirmative votes of at least a majority of the Incumbent Directors
         at the time of such election or nomination (but shall not include an
         individual whose election or nomination is in connection with an actual
         or threatened proxy contest relating to the election of directors to
         the Company).

                                   SECTION 16
                       CONDITIONS UPON ISSUANCE OF SHARES

         16.1 LEGAL COMPLIANCE. Shares shall not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance and
delivery of Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

         16.2 INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Award, the Company may require the Participant exercising such Award to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

         16.3 NO RIGHTS AS STOCKHOLDER. No Participant will have any of the
rights of a stockholder with respect to any shares of Common Stock until the
Shares are issued to the said Participant. After Shares are issued to the
Participant, the Participant will be a stockholder and will have all the rights
of a stockholder with respect to such shares of Common Stock, including the
right to vote and receive all dividends or other distributions made or paid with
respect to such shares.


                                     - 15 -


<PAGE>


                                   SECTION 17
                          INABILITY TO OBTAIN AUTHORITY

         The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

                                   SECTION 18
                              RESERVATION OF SHARES

         The Company, during the term of this Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

                                   SECTION 19
                               LEGAL CONSTRUCTION

         19.1 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         19.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

         19.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all Applicable Laws.

         19.4 GOVERNING LAW. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Delaware.

         19.5 CAPTIONS. Captions are provided herein for convenience only, and
shall not serve as a basis for interpretation or construction of the Plan.


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