S-8




Exhibit 4.2  


Bilaga 7 C





  March, 2005


POINTSEC
MOBILE TECHNOLOGIES INC.

2005 STOCK OPTION PLAN










	
   

  	
   

  
	
   

  	
  POINTSEC MOBILE TECHNOLOGIES INC., 2005 STOCK OPTION PLAN

  



                    Pointsec
Mobile Technologies Inc., a California corporation (the “Company”), hereby adopts the Pointsec
Mobile Technologies Inc., 2005 Stock Option Plan (the “Plan”);


                    WHEREAS,
Pointsec Mobile Technologies AB, company registration No. 556575-7415, (the “Parent”),
a Swedish limited liability company, owns all of the issued and outstanding stock in the Company;



                    WHEREAS,
Protect Data AB (publ), company registration No. 556315-8541, (“PDAB”), a Swedish limited liability company which is
quoted on the Stockholm Stock Exchange, owns all of the issued and
outstanding stock in the Parent; 


                    WHEREAS,
a general meeting of PDAB has resolved to implement an incentive program which, inter
alia, covers employees and other service providers connected with the Company;


                    WHEREAS,
in order to attract and retain qualified officers, directors, employees,
consultants and other service providers in the USA (the “Service
Providers”) - each of whom, at the time an Option is granted, does not own stock representing
more than fifty percent of the total combined voting power of all classes of stock
of the Company, or of its Parent, or of PDAB, or of a subsidiary of the
foregoing as of the time the Option is granted (a “Major Shareholder”) - PDAB, the Parent and
the Company have determined that it is necessary to adopt a compensatory stock option
plan; and


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                    WHEREAS,
in order to adopt the equivalent of a stock option plan under Swedish law, the Company has entered into a contract with PDAB
whereby the Company will acquire options to be issued by PDAB (the “Options”) to acquire 150,000 shares of PDAB and
has agreed to adopt the
Plan and grant the Options, which may
be treated as incentive stock options or nonqualified stock options, to Service Providers of the Company thereunder (the
General Agreement relating to the
Options hereinafter the “General Agreement”).


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                    NOW,
THEREFORE, the terms and conditions of the Plan shall be as follows:



                    1.
Purpose
of Plan.
The purpose of the Plan is to advance the interests of the Company, the Parent,
PDAB and the shareholders of PDAB by enabling the Company to attract and retain
qualified directors, officers, employees, consultants and other service providers by
providing them with an opportunity for investment in shares of PDAB through the granting
of Options (incentive stock options or nonqualified stock options). The Options that
may be granted hereunder represent the right by the grantee thereof (each an “Optionee”) to acquire shares of PDAB
(the “Shares”)
always subject to the terms and conditions of this Plan and the terms of the Options
as set out in “Conditions for Protect Data AB’s (publ) Options 2005/2011” (the “Option Conditions”
which are set out in
free translation from the original Swedish language in an exhibit annexed hereto) as well
as a written
stock option agreement between the Company and the Optionee setting forth certain special
conditions for the Optionees (a “Stock Option
Agreement”). 


                    2.
Duration
of Plan.
This Plan shall commence on the date the Plan is approved by the Company and its
shareholders (the Parent), and PDAB and its shareholders. This Plan shall remain in effect
to and including 31 December 2015 or such earlier day as the Company decides in accordance
with Section 12 of the Plan. However, no Options shall be granted after 31 December 2015.
All Options
subject to this Plan must be purchased or acquired pursuant to the provisions of this Plan
and the Stock Option Agreement.



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                    3.
Eligibility. The Company may, always
subject to PDAB’s approval as set out in the General Agreement grant Options (incentive
stock options
or nonqualified stock options) under this Plan only to (i) persons who, at the time of such grant,
are directors, officers, or employees of the Company and (ii) persons who at the
time of such grant, are independent contractors, consultants or advisers of the
Company (which persons shall not already be, direct or indirect, Major
Shareholders) (hereinafter collectively, “Eligible
Participants”). No person or entity will be an Eligible Participant
following his, her or its Termination of Eligibility Status (as defined in Section 13
below), no Option may be granted to any person or entity other than an Eligible
Participant and no incentive stock option may be granted to a person who is not an employee.


                    4.
Option
Pool.
In no event will the Company grant Options entitling the Eligible Participants to purchase, in
the aggregate, more than 150,000 Shares, which correspond to the maximum number of Options
to be acquired by the Company from PDAB under its issue in accordance with the Option
Conditions and
the General Agreement, provided that PDAB shall have the right to increase the number to a total of
300,000 Shares, provided such increase is resolved upon or approved by the Company
and its shareholders (the Parent) and the Parent’s shareholders (PDAB). The
Options to purchase Shares may represent options which have not been issued
heretofore or may be reacquired options. However, Shares that have
actually been issued under the Plan, upon exercise of an Option, shall not be returned to
the Plan and shall not become available for future distribution under the
Plan, except that if the Shares are repurchased by the Company or by a third
party designated by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.


                    If
an Option expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to
an option exchange program adopted by
the Administrator, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has terminated).



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                    5.
Administration.
(a) General. This Plan and Options granted pursuant to the Plan will be administered and
interpreted by the Company’s Board of Directors (the “Board”),
or by a committee consisting of two or more members of the Board, appointed
by the Board for such purpose (the Board, or such committee,
referred to herein as the “Administrator”). Subject
to the expressed terms
and conditions hereof and of the General Agreement (which conditions, inter alia, provide that PDAB shall have
the right to approve a granting of Options), the Administrator is authorized to (i) select the Eligible Participants to
whom Options will be granted from time to time hereunder, including the
number and type (i.e., incentive stock options and non-qualified
options), (ii) determine the strike price for acquiring Shares under the Options (the “Strike Price”) etc. for
Options to be granted to each Eligible Participant, (iii)
determine the dates on, or as the case may be the periods during which
Option Exercise Subscriptions (as defined in Section 7 hereof) will be remitted to the appropriate government offices in Sweden
for compliance with the
administrative registration procedures of the Swedish Companies Registration Office (Bolagsverket), which
dates (periods) are expected to be
determined to four times each year, (iv) determine acceptable forms of payment,
(v) determine the procedures for the Company’s (or, for this purpose, a designated third party’s) repurchase of unvested
Shares upon termination of employment etc, (vi) approve forms of agreement for
use under the Plan, (vii) reduce the
Strike Price of any Option to the then current Fair Market Value if the Fair Market Value of the Shares covered by such
Option has declined since the date the Option was granted, (viii)
initiate an option exchange program whereby outstanding
Options are exchanged for options with a lower strike price, (ix) prescribe, amend and rescind rules and regulations
relating to the Plan, including rules
and regulations relating to sub-plans established for the purpose of qualifying
for preferred tax treatment under
foreign tax laws. PDAB shall be informed of, from time to time, the name
of those selected and the number of Options granted to each person and Options that have been returned to the Company due to
events under Section 13.


                    (b)
Effects of Administrator’s Decision. Subject to the terms and conditions of the
General Agreement, all decisions, determinations and interpretations of the
Administrator shall be final and binding on all Optionees.


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                    (c)
Exercisability
of Options. The Administrator is authorized to specify the extent to which any Option will be “Exercisable”
 (i.e., meaning that the right to exercise the Option has commenced)
and the conditions (e.g., the passage of time or the
occurrence of events) that must be satisfied prior to such Option becoming
Exercisable. Non-Exercisable Options may not be exercised by an Optionee. No Options,
which are intended to be treated as incentive stock options, shall be
Exercisable after the expiration of ten years from the date such options are granted.
Furthermore, no Options, which are intended to be treated as incentive stock options,
shall be Exercisable a) after the expiration of five years from the date such
options are granted or b) at a Strike Price of less than 110% as specified in Section
6(b), should the Optionee own more than ten percent of the total combined voting
power of all classes of stock of the Company, or of its Parent, or of PDAB, or of
a subsidiary of the foregoing as of the time the option is granted (a “Ten
Percent Shareholder”).


                    If
the aggregate fair market value for the Shares (which shall be deemed equal to
the closing price of the Shares on the Stockholm Stock Exchange (the “Fair Market Value”)), with respect to
which Options, intended to be treated as incentive stock options, are
Exercisable for the first time by an Optionee during any calendar year, exceeds USD 100,000 (under
all plans of the Company, or of its Parent,
or of PDAB, or of a subsidiary of the foregoing), a part of such Options will be treated as nonqualified stock options, i.e.,
the part that does not meet such USD 100,000 limit. For purposes of this Section
5(c), Incentive Stock Options shall be
taken into account in the order in which they were granted. The Fair Market
Value of the Shares shall be determined as of the time of grant of the Option and in USD at the applicable exchange rate
on said grant date.


                    (d)
Vesting
of Shares. In addition, the Administrator is authorized, by way of contract between the Company
and the Optionee, to provide for vesting restrictions regarding Shares acquired
pursuant to exercise of Options (i.e., confer upon the Company,
or a third party designated by the Company, a right to repurchase certain Shares), as provided
for in Section 6(e) below.


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                    6.
Terms and Conditions of Stock Option Agreements. In addition to the terms set out in
the Option Conditions, the following terms and conditions will be deemed to apply
to each Option as if expressly set forth in the Option Conditions, unless
otherwise expressly provided in a Stock Option Agreement (i.e., the following terms and conditions may be changed
in individual cases) based on the Administrator’s determination pursuant to Sections 5
and 12 of this Plan.



                    (a)
ISOs. No Option will be
treated as an incentive stock option (an “ISO”) for United States income tax purposes
unless treatment as an ISO is expressly provided for in a Stock Option Agreement and
such Option satisfies the conditions of Section 422 (b) of the U.S. Internal
Revenue Code. 


                    (b)
ISO
Strike Price. For Options intended to be treated as ISO’s, the Strike Price shall,
upon granting of Options, be assessed in Swedish Kronor to the greater of the
following:


	
   

  	
   

  	
   

  
	
   

  	
            (i)
  xx:xx Swedish Kronor; or

  
	
   

  	
   

  	
   

  
	
   

  	
            (ii)
  the Fair Market Value of the Shares on the day the Option is granted (or
  in the case of a Ten Percent Shareholder, 110% of such Fair Market Value).

  



                    (c)
Non-ISO
Strike Price. For Options not intended to be treated as an ISO, the Strike Price shall, upon granting
of Options, be assessed in Swedish Kronor to the greater of the following:


                              (i)
xx:xx Swedish Kronor; or


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            (ii)
  a minimum of 85% of the Fair Market Value of the Shares on the day the
  Option is granted (or in the case of a Ten Percent Shareholder, 110% of such Fair Market
  Value).

  



                    (d)
Exercisability of Options. Initially the Options will not be Exercisable
(i.e., meaning that the right to
exercise the Option is not presently allowed). Parts of the Options granted will, subject to Section 5(c)
above, become Exercisable, giving the
Optionee the right to acquire Shares under the Option Conditions, the Stock Option Agreement and this
Plan, according to the following:


	
   

  	
   

  	
   

  
	
   

  	
            (i)
  subject PDAB and the Parent and its respective subsidiaries make a
  profit according to a consolidated income statement (the details of which will be provided
  for in the individual Stock Option Agreement); and

  
	
   

  	
   

  
	
   

  	
            (ii)
  subject the Optionee meets certain requirements (the details of which will be provided for in
  the individual Stock Option Agreement),
  provided, however, that, except in the case of Options granted to officers and directors and
  consultants, Options shall become
  exercisable at a rate of no less than 20% per year over five (5) years from the date the Options are granted,

  



only on
a pro rata basis upon the close
of each full calendar month over the next 36 full calendar months following the date the Administrator has
decided to grant Options to an Eligible
Participant (i.e., l/36th upon
the close of each full calendar month).
Options that are not Exercisable upon a Termination of Eligibility Status or, upon termination of this Plan, cannot be
exercised and will, therefore, be forfeited by the Optionee and
automatically become the property of the Company. However, the Administrator in its sole and absolute discretion, pursuant
to Section 5, shall have the
authority in individual cases to provide for the immediate or alternative Exercisability of all, or any part of,
Options granted. Additional Exercisability
of the Options granted will also be suspended or postponed during any period while the
Optionee is on leave or absent from the Company, as determined by the
Administrator. The Company will after each twelve months period deliver
certificates regarding Options which have become Exercisable during the foregoing
twelve months period in accordance with the Exercisability provisions set forth in
this Plan and the Stock Option Agreement.


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                    (e)
Company’s Right to
Repurchase Shares Acquired under Options. Upon Termination of
Eligibility Status, the Company may provide for, in a Stock Option
Agreement, a right to repurchase Shares (for itself or a third party as designated by the
Company), acquired pursuant to exercise of Options, as follows (subject always
to Swedish law, according to which such repurchase of Shares is allowed only
in certain cases):


                    If
the Optionee’s Termination of Eligibility Status is the result of a Termination for Cause,
the Company (or a third party as designated by the Company) shall have a
right to repurchase Shares for a consideration corresponding to the Strike Price paid for the
Shares.



                    (f)
Grace
Periods.
Regardless of what has been stated in the Option Conditions regarding the exercise period,
following a Termination of Eligibility Status (i) the grace period, i.e., the maximum period following any Termination of
Eligibility Status during which Options, which are Exercisable, may be exercised by an
Optionee (“Grace Period”), will be 30 days, unless the Termination of
Eligibility Status is a result of the death (in which case the option may be exercised by the
Optionee’s estate or by a person who acquires the right to exercise the Option by
bequest or inheritance) or Disability of the Optionee; (ii) the Grace Period
will be six months if the Termination of Eligibility Status is the result of the death
or Disability of the Optionee; and (iii) there will be no Grace Period, if the
Termination of Eligibility Status is the result of a Termination for Cause (as defined in
Section 13, below) of an Optionee. For purposes of this Plan, “Disability” shall have the same meaning as
defined in Section 22(e)(3) of the Internal Revenue Code of 1986.


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                    (g)
Compliance with Law. Notwithstanding any other provision of this Plan, Options
may be granted pursuant to this Plan only after and on the condition that there has
been compliance with all applicable federal and state securities laws. The
Company, the Parent or PDAB will not be required to list, register or qualify any
Shares upon any securities exchange, under any applicable state, federal or foreign
law or regulation, or with the USA Securities and Exchange Commission or
any state agency, or secure the consent or approval of any governmental
regulatory 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.


                    (h)
Share Certificates. Certificates representing the Shares acquired pursuant to an
Option will not be issued, but record of ownership will be kept by VPC AB (a
Swedish limited liability company which is authorized as a Securities Register
Center) in accordance with the procedures applicable from time to time for all Shares of PDAB. The Company
undertakes to inform a subscriber of Shares
in writing upon registration of the Shares in VPC AB’s register.


                    (i)
Expiration. Unless the Administrator provides to the contrary at the time of grant,
Options that are Exercisable according to this Plan and the Stock Option Agreement
will expire at the earlier of (i) May 13, 2011, or (ii) at the end of the Grace Period
set out in Section 6(f) following a Termination of Eligibility Status.


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                    7.
Exercise Procedures. (a) Options that comprise Exercisable Options may be exercised
by the Optionee in accordance with the procedures established in the Option
Conditions and this Section 7; provided, however, that the Company and PDAB will consider such
option exercises an “Option Exercise Subscription” until remitted to, accepted and effected by the
appropriate government offices in
Sweden for compliance with the administrative registration procedures of the
Swedish Companies Registration Office (Bolagsverket) or in accordance with the powers granted to the
Administrator under Section 5(iii) of this
Plan. Such procedures may be satisfied by the Optionee providing written notice of intention to exercise (the “Notice of
Exercise”) to the Company in
such form as are attached as Exhibit
A hereto or otherwise may be specified by the Administrator and
along with such other representations and agreements as may be required by the Company, but in any event stating:
(i) the Optionee’s intention to exercise
the Options and to subscribe for the Shares; (ii) the date of exercise; (iii) the number of full Shares to be subscribed for,
which number will not be less than 100
Shares (irrespective of any measures enumerated in Section 8 below that may be
taken regarding the Shares), or, if less, all of the remaining Shares subject
to the Options; and (iv) form of payment of
the Strike Price. The Notice of Exercise shall be signed by the person or persons exercising the Option. In the event
that the Option is being exercised by the representative of the Optionee, the
Notice of Exercise shall be
accompanied by proof satisfactory to the Company of the representative’s right
to exercise the Option. The Notice of Exercise shall be accompanied by full payment of the Strike Price for
the number of Shares to be purchased,
in Swedish Kronor, and in cash or by check made payable to the Company for forwarding (in full or in part) to
PDAB, or by delivery of such other form of payment (if any) as approved
by the Administrator at the time of grant or exercise
in a particular case.


                    (b)
To the extent required by applicable federal, state, local or foreign law, and as a
condition to the exercise of Option(s), the Optionee will make arrangements
satisfactory to the Company and PDAB for the payment of any applicable
tax withholding liability that may arise by reason of or in connection with such exercise.


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                    (c)
After receiving a proper Notice of Exercise and payment of the Strike Price,
assessed pursuant to Section 6(b) and Section 6(c) above, said Option Exercise Subscription
will be transferred by the Company to PDAB along with an amount in Swedish Kronor
corresponding to at least (i) the aggregate nominal value of the Shares to be
issued (expectedly four times each year, cp. Section 5(a)(iii) above), and
(ii) the subscription price according to the Option Conditions. After receipt of such
Notice of Exercise and such amount, PDAB will arrange for the issuance of the
Shares to the Optionee in the manner set forth in the Option Conditions and
subject to the administrative registration procedure necessary with the Swedish Companies
Registration Office (Bolagsverket).


                    8.
Adjustments in Authorized Shares, Etc. Under the Option Conditions, the number
of Shares subject to the Options and/or the subscription price may be adjusted as a result of a (i)
bonus issue of shares, (ii) consolidation or reclassification
of shares, (iii) shares split, (iv) new preferential issue of shares for cash, (v) preferential issue of convertible debt or
of debentures with attached warrants,
(vi) directed offer to the shareholders, (vii) extraordinary cash dividends, or (viii) reduction of the share capital. In light
of the above, the Strike Price and the
number of Shares subject to the Options shall be recalculated correspondingly hereto. The conversion of any convertible
securities of the Company or of its Parent or of PDAB shall not be
deemed to have been “effected without receipt of consideration” and, thus, does
not entail a recalculation according to the above. Adjustments or recalculations according to the above shall be made, as
the case may be, by the Board of the
Company or PDAB, 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 or recalculation
by reason thereof shall be made with respect to, the number or price of the Shares subject to
an Option.


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                    9.
Transferability
of Options. Unless determined otherwise by the Administrator, Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or the laws of descent and distribution, and may be exercised during the lifetime
of the Optionee, only by the
Optionee. If the Administrator in its sole discretion makes an Option transferable, such Option may only be transferred
by (i) instrument to an inter vivos
or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the Optionee, or (ii) gift to a
member of Optionee’s immediate family
(as such term is defined in Rule 16a-1(e) of the Securities Exchange Act of 1934, as amended). In addition, any transferable
Option shall contain additional terms
and conditions as the Administrator deems appropriate. After exercise of the Options the Optionee undertakes not to transfer
the Shares acquired until after a period
of one year and provided always that the Company is satisfied that such transfer complies in all respects with the
requirements imposed by applicable USA state and federal securities laws and
regulations.


                    10.
Rights
of Participants. Nothing in the Plan shall interfere with or limit in any way the right of the Company, the
Parent or PDAB to terminate any Eligible Participant’s employment or service at
any time, with or without cause. No Eligible Participant shall have the right to be
selected to receive an award under this Plan, or, having been selected, to be selected to
receive a future award hereunder.



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                    11.
No
Shareholder Rights. No rights or privileges of a share­holder in PDAB are
conferred by reason of the granting of an Option. No Optionee will become a shareholder
in PDAB unless and until the Options have been properly exercised and Shares issued. Once the
Option is exercised, the purchaser shall have rights equivalent to those of a shareholder and
shall be a shareholder when his
or her purchase is entered upon the records of the VPC AB in accordance with the procedures
applicable from time to time for all Shares in PDAB. Adjustments for a dividend or other rights
afforded to the Shares shall be made in accordance
with the provisions contained in the Option Conditions.


                    12.
Amendment
or Termination. The Board, in its sole discretion, may, subject to the Parent’s and PDAB’s approval
and if required by US or Swedish laws, and subject to the approval of the Parent
and PDAB, alter, amend or terminate this Plan, or any part hereof, at any time and
for any reason. However, neither the amendment, suspension, nor termination of the
Plan shall, without the consent of the Eligible Participant, alter or impair
any rights or obligations under any award theretofore granted. Termination of the Plan
shall not affect the Administrator’s ability to exercise the powers granted to it hereunder
with respect to
Options granted under the Plan prior to the date of such termination.



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                    13.
Termination
of Eligibility Status. For purposes of this Plan, the phrase “Termination of Eligibility Status” means
(i) in the case of any employee of the Company, a termination of his or her
employment, whether by the employee or employer, and whether voluntary or
involuntary, including without limitation as a result of the death or disability of the
employee, (ii) in the case of any advisor, consultant, or independent contractor of the
Company, the termination of the services relationship pursuant to any contract
between the parties, whether by such service provider or the Company, and
whether voluntary or involuntary, including without limitation as a result of the death or
disability of the service provider, or otherwise under applicable law, and (iii) in
the case of any director of the Company, the death or resignation by the director or
his or her removal from the board in the manner provided by the articles of
incorporation, bylaws or other organic instruments of the Company or the Parent or any
subsidiaries of the foregoing or otherwise in accordance with applicable law. For purposes
of this Plan,
the phrase “Termination for Cause” means
(i) in the case of an Optionee who is an employee of the Company, a termination by the
employer of the Optionee’s
employment for “cause” as defined
by applicable law, by any contract of employment, or the Stock Option Agreement
or if not defined therein, pursuant to the “For
Cause Standard” set forth below, (ii) in the case of an Optionee who
is an advisor, consultant or independent contractor to the Company, a
termination of the
services relationship by the hiring party for “cause” or breach of contract, as
defined by applicable law, by any contract between the parties or the Stock
Option Agreement, or if not defined therein,
pursuant to the “For Cause Standard” set forth below, and (iii) in the
case of an Optionee who is a director of the Company, removal of him or her from the board of directors by action of the
shareholders or, if permitted by applicable law and the articles, bylaws or
other organic documents of the Company
or pursuant to applicable law, by the other directors pursuant to the For Cause
Standard. The “For Cause Standard” shall mean a good faith determination of the board of directors (or of the
Company’s shareholders if so required, but in either case excluding the vote of
the subject individual if he or she is
a director or a shareholder) that the Optionee has engaged in any acts which breach any fiduciary duty to the Company, the
Parent, PDAB or their shareholders, or
in any acts involving dishonesty or moral turpitude or in any acts that
materially and adversely affect the
business, affairs or reputation of the Company, the Parent or PDAB.


                    14.
Severability. In the event any
provision of this Plan shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of this Plan, and this Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.


                    15.
Governing
Law and Jurisdiction. The Plan and all awards hereunder, shall be construed in accordance with
and governed by the laws of Sweden. Disputes arising from these Options shall be
finally settled by arbitration according to the simplified rules of the Arbitration
Institute of Stockholm Chamber of Commerce, which means, inter
alia, that one (1) arbitrator shall settle the dispute.
The arbitration shall take place in Stockholm. The language before the arbitration tribunal
shall be Swedish.


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                    16.
Copies
of Plan.
A copy of this Plan will be delivered to each Optionee at or before the time he, she or it
executes a Stock Option Agreement.


                    17.
Exchange
Rates.
In the event that it is necessary or convenient for Company or Optionee purposes to apply an
exchange rate between different currencies, the exchange rate shall be determined by the
Administrator using such publicly available indices as it shall select in its
reasonable discretion.



                    18.
Investment
Representations. As a condition to the exercise of an Option, the Administrator may require the
person exercising such Option 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 or PDAB, such a representation is
required (cf. Exhibit B). Optionee shall acknowledge that Optionee has received,
read and understood the Plan, the Stock Option Agreement and the Option Conditions and
shall agree to abide by and be bound by their terms and conditions. Optionee
shall acknowledge that the Company and PDAB are under no obligation to register
the Securities and that, accordingly, a prospectus (as defined under the Securities Act
of 1933, as amended) has not been and will not be prepared and delivered to the
Optionee. 



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                    19.
Information
to Optionees and Purchasers. The Company or PDAB shall provide to each individuals who acquired
Shares pursuant to the Plan, not less frequently than annually during the
period such Optionee or purchaser has one or more Options outstanding, and, in the case
of an individual who acquires Shares pursuant to the Plan, during the period such
individual owns such Shares, copies of annual financial statements for PDAB. The
Company or PDAB shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent
information. The Company
and PDAB shall not be required to provide any reports or information, whether financial or
otherwise, to the Optionees, except as required by applicable laws.





This
Plan has been adopted by the Company and its shareholders (the Parent) on the 5 April, 2005 after
approval by the Parent, PDAB and its shareholders.


April 5th, 2005


POINTSEC MOBILE TECHNOLOGIES INC.


	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	


  	
   

  
	
  


  	
   

  	
  


  	
   

  
	
  By: Peter Larsson

  	
   

  	
  By: Thomas Bill

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  
	
  


  	
   

  	
  


  	
   

  
	
  By: Thomas Blitz

  	
   

  	
   

  	
   

  



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