Exhibit
      10.1

    PLANNING
      FORCE, INC.

    


    2006
      STOCK OPTION PLAN

     

    I. Purpose

    


    The
      purpose of the Plan is to promote the interests of Planning Force, Inc. (the
      “Company"), its stockholders and its subsidiaries, by encouraging certain
      present and future officers, employees, directors and independent contractors
      of
      the Company and its subsidiaries, to purchase shares of common stock (no par
      value) of the Company ("Common Stock"), and to increase their personal and
      proprietary interest in the success of the Company, and to act as an incentive
      to continue their employment or association with the Company or its
      subsidiaries. It is further intended that certain options issued pursuant to
      this Plan shall constitute incentive stock options within the meaning of Section
      422 of the Internal Revenue Code of 1986, as amended (the "Code"), or shall
      constitute non-qualified stock options as described in Treasury Regulation
      Section 1.837 to which Section 421 does not apply.

    


    II. Administration

    


    2.1 The
      Plan
      shall be administered by the Company's Board of Directors ("Board"). The Board
      shall meet at such times and places as it determines and may meet through
      telephone conference call. A majority of its members shall constitute a quorum,
      and the decision of the majority of those present at any meeting at which a
      quorum is present shall constitute the decision of the Board. The Board shall
      have the sole power to grant options pursuant to the Plan, including the
      determination of the persons to whom options shall be granted, the times when
      they shall receive them, the option price of each option, and the number of
      shares to be subject to each option.

    


    2.2 The
      Board
      may delegate its authority under the Plan to a committee, comprised of two
      or
      more non-employee directors of the Company ("Committee"). No member of the
      Committee shall (either while a member of the Committee or at any time within
      one year prior to becoming a member of the Committee) be or have been a
      participant under this Plan. The Board may, from time to time, at its sale
      discretion, remove members from, or add members to, the Committee. Vacancies
      on
      the Committee, however caused, shall be filled by the Board. The Committee
      shall
      select one of its members as Chairman, and shall hold meetings at such time
      and
      place as it determines advisable. A majority of the Committee shall constitute
      the quorum; and the acts of a majority of the members present at any meeting,
      or
      acts reduced to and approved in writing by a majority of the Committee, shall
      be
      valid acts of the Committee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.3 Incentive
      stock options granted pursuant to the Plan are intended to be "incentive stock
      options" within the meaning of Section 422 of the Code, and the interpretation
      by the Committee of any provision of the Plan or of any incentive stock option
      agreement entered into hereunder shall be in accordance with Section 422 of
      the
      Code and Regulations issued thereunder as such Section or Regulations may be
      amended from time to time, in order that the rights granted hereunder and under
      said option agreement shall constitute "incentive stock options" within the
      meaning of such Section. Non-qualified options granted pursuant to the Plan
      are
      intended to be nonqualified stock options described in Treasury Regulation
      Section 1.83-7 to which Section 421 of the Code does not apply, and the
      interpretation by the Board (or Committee, if applicable) of any provision
      of
      the Plan or of any non-qualified stock option agreement entered into hereunder
      shall be in accordance with Treasury Regulation Section 1.83-7 as such
      Regulation may be amended from time to time, in order that the rights granted
      hereunder and under said option agreement shall constitute "non-qualified stock
      options" within the meaning of such Regulation. The Board (or Committee, if
      applicable) shall have the sole authority and power, subject to the express
      provisions and limitations of the Plan, to construe the Plan and option
      agreements granted thereunder, and to adopt, prescribe, amend, and rescind
      rules
      and regulations relating to the Plan, and to make all determinations necessary
      or advisable for administering the Plan. The interpretation and construction
      by
      the Board (or Committee, if applicable) of any provisions of the Plan or of
      any
      option granted thereunder shall be final and conclusive. No member of the Board
      or the Committee shall be liable for any action or determination made in good
      faith with respect to the Plan or any option granted thereunder.

    


    2.4
      All
      options granted under the Plan shall be evidenced by written option agreements
      signed by an officer of the Company and the person receiving the option. Subject
      to the requirement that incentive stock options only be granted to employees
      of
      the Company, an optionee may be granted incentive stock options or non-qualified
      stock options or both under the Plan; provided, however, that the grant of
      incentive stock options and non-qualified stock options to an optionee shall
      be
      the grant of separate options and each incentive stock option and each
      non-qualified stock option shall be specifically designated as such in
      accordance with the applicable provisions of the Treasury
      Regulations.

    


    III. Eligible
      Participants

    


    3.1 Excepting
      members of the Committee, if applicable, all directors, officers and other
      executive, managerial, and other employees of the Company or its subsidiary
      corporations, as such term is defined in Section 424(f) of the Code ("subsidiary
      corporations or subsidiaries"), shall be eligible to participate under the
      Plan
      with respect to both incentive stock options and non-qualified stock options,
      and all independent contractors rendering services to the Company or its
      subsidiaries shall be eligible to participate under the Plan with respect to
      non-qualified stock options only; provided, however, that no director of the
      Company or its subsidiaries shall be eligible to receive an incentive stock
      option unless, in addition to being a director, he is an employee of the Company
      or its subsidiaries in a class eligible to receive incentive stock
      options.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2 An
      individual may hold more than one option, and may be granted additional options
      from time to time, as the Board (or Committee, if applicable) may determine,
      but
      only on the terms and subject to the restrictions herein set forth. No person
      shall be eligible to receive a stock option under the Plan if he directly or
      indirectly owns (within the meaning of Section 422(b)(6) of the Code) stock
      possessing more than 10% of the total combined voting power or value of all
      classes of stock of the Company or of its parent or any of its subsidiaries.
      This limitation shall not apply if at the time such stock option is granted
      the
      option price is at least 110% of the fair market value of the stock subject
      to
      the option and, further in the case of an incentive stock option, such option
      by
      its terms is not exercisable after the expiration of five years from the date
      such option is granted.

    


    IV. Shares
      Subject to the Plan

     

    4.1 Shares
      subject to the options will be shares of the Company's authorized but unissued
      Common Stock, or treasury shares reacquired by the Company or any combination
      thereof.

    


    4.2 The
      aggregate number of shares of Common Stock of the Company which may be issued
      or
      delivered upon the exercise of all incentive stock options and nonqualified
      stock options granted under the Plan shall not exceed five million four hundred
      thousand (5,400,000), subject to adjustment as provided in Article VI hereof.
      In
      the event any option granted under the Plan shall expire, terminate or be
      surrendered without having been exercised in full, the common shares of the
      Company for which such option or unexercised portion thereof were granted shall
      be available again for future grant of options pursuant to the
      Plan.

    


    V. Terms
      and Conditions of Options

    


    5.1 Each
      option shall state the number of shares of Common Stock to which it pertains,
      and shall state the option price, which price, in the case of an incentive
      stock
      option, shall not be less than 100%, and in the case of a non-qualified stock
      option not less than 85%, of the fair market value of such shares on the date
      on
      which the option was granted. Subject to Section 5.2 below, the Board (or
      Committee, if applicable) shall exercise its best judgment in good faith in
      fixing the option price, shall have full authority and discretion to do so,
      and
      shall be fully protected in so doing. The option price shall be payable in
      United States dollars upon exercise of the option, and may be in cash, check
      or
      Common Stock of the Company, or in such other manner as determined by the Board
      (or Committee, if applicable) in order to facilitate the exercise of the option.
      The Board (or Committee, if applicable), in its discretion, may authorize "stock
      reload options" which provide, upon the exercise of an option previously granted
      hereunder, using previously owned shares of Common Stock and/or a portion of
      the
      shares subject to option exercise in the case of a "cashless exercise," for
      the
      automatic issuance of a new option under the Plan with an exercise price equal
      to the current fair market value and for up to the number of shares or option
      shares delivered in payment of the exercise price of the prior option. Such
      option shall have the same option period as the prior option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.2 The
      fair
      market value per share of Common Stock shall be determined by the Board in
      accordance with the following provisions:

    


    A. If
      the
      Common Stock is at the time listed or admitted to trading on any national stock
      exchange, then the fair market value shall be the closing selling price per
      share on the date in question on the exchange determined by the Committee to
      be
      the primary market for the Common Stock, as such price is officially quoted
      in
      the composite tape of transactions on such exchange. If there is no reported
      sale of Common Stock on such exchange on the date in question, then the fair
      market value shall be the closing selling price on the exchange on the last
      preceding date for which such quotation exists.

    


    B. If
      the
      Common Stock is not at the time listed or admitted to trading on any national
      stock exchange but is traded on the National Association of Securities Dealers
      Automated Quotation System ("NASDAQ"), the fair market value shall be the
      closing selling price per share on the date in question, as such price is
      reported by the National Association of Securities Dealers through NASDAQ or
      any
      successor system. If there is no reported closing selling price for the Common
      Stock on the date in question, then the closing selling price on the last
      preceding date for which such quotation exists shall be determinative of fair
      market value.

    


    C. If
      the
      Common Stock is not at the time listed or admitted to trading on any national
      stock exchange and is not traded on NASDAQ but there is a public market for
      the
      Common Stock, then the fair market value on the date in question shall be the
      average of the last reported bid and asked prices of the Common Stock on the
      date in question as determined by the Board (or Committee, if applicable).
      If
      there is no reported bid and asked prices of the Common Stock on the date in
      question, then the fair market value shall be the average of the last reported
      bid and asked prices of the Common Stock on the last preceding date for which
      such quotation exists as determined by the Board (or Plan Committee, if
      applicable).

    


    D. If
      there
      is no public market for the Common Stock, then the fair market value on the
      date
      in question shall be determined in good faith by the Board (or Plan Committee,
      if applicable) using such criteria it deems relevant.

    


    5.3 Notwithstanding
      Section 5.1, the aggregate fair market value (determined as of the time each
      respective incentive stock option is granted) of the stock with respect to
      which
      incentive stock options are exercisable for the first time by any optionee
      during any calendar year (under all plans of the Company and its parent and
      subsidiary corporations) shall not exceed the sum of $100,000.

    


    5.4 The
      period of time within which an option may be exercised shall be determined
      in
      each case by the Board (or Committee, if applicable), but in no event shall
      the
      term of any option hereunder exceed ten years from the date of grant, at which
      time any unexercised option shall expire. Each option shall be exercisable
      in
      such installments, which need not be equal, upon such contingencies as the
      Board
      (or Committee, if applicable) shall determine provided, however, that unless
      granted to an officer, director or independent contractor, each such option
      shall become exercisable at the rate of at least 25% of the shares subject
      to
      the option per year over four years from the date of grant. If an optionee
      shall
      not in any given installment period purchase all the shares which such optionee
      is entitled to purchase in such installment period, such optionee's right to
      purchase any shares not purchased in such installment period shall continue
      until expiration of such option. The Board (or Committee, if applicable) may
      at
      its discretion, subsequent to the grant of any option, accelerate the date
      on
      which any or all of the installments may become exercisable. No option may
      be
      exercised for a fraction of a share, but a cash payment in lieu of a fractional
      share may be made if appropriate in the event that options for fractional shares
      are created pursuant to any adjustment made under Article VI below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.5 Except
      as
      provided in Section 5.6 below, an optionee may not exercise his/her incentive
      stock option unless he/she has been in the employ of the Company or one of
      its
      subsidiaries continuously during the period beginning on the date of the
      granting of the incentive stock option and ending on the day three months before
      the date of such exercise. Continuous employment shall not be deemed to be
      interrupted by transfers between subsidiaries or between parent and subsidiary,
      whether or not effected by termination from one entity or rehire by another.
      An
      employment with the Company and all subsidiaries shall be totaled and considered
      as one employment for purposes of this Plan, provided there is no such interval
      between employments, as, in the opinion of the Board (or Committee, if
      applicable), shall be deemed to break continuity of service. The Board (or
      Committee, if applicable) shall in its discretion determine the effect of
      approved leaves of absence and all other matters affecting "continuous
      employment".

    


    5.6 Subject
      to earlier expiration as provided in Section 5.4, above, if an optionee ceases
      to be employed by the Company or a subsidiary (or, in the case of a
      non-qualified option, ceases to serve as a non-employee director or independent
      contractor of the Company or a subsidiary) for any reason other than death
      or
      permanent and total disability, such optionee's option or options shall expire
      three months thereafter, and during such period after such optionee ceases
      to be
      an employee (or director or independent contractor, if applicable), such option
      or options shall be exercisable only to the extent exercisable on the date
      on
      which the optionee ceased to be employed by the Company or such subsidiary
      (or
      ceased to serve as a director or independent contractor, if
      applicable).

    


    5.7 Subject
      to earlier expiration as provided in Section 5.4 above, if an optionee ceases
      to
      be employed by the Company or a subsidiary (or in the case of a non-qualified
      option, ceases to serve as a non-employee director or independent contractor
      of
      the Company or a subsidiary) due to permanent and total disability, such
      optionee's option may be exercised within a period of not more than one year
      after such cessation of employment or service.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.8 If
      the
      optionee shall die while employed by the Company or any of its subsidiaries
      (or,
      in the case of a holder of a non-qualified option, while serving as a
      non-employee director or independent contractor of the Company or any of its
      subsidiaries) or during the subsequent period not exceeding three months under
      the circumstances referred to in Section 5.6 above, the option may (subject
      to
      earlier expiration under Section 5.4 above) be exercised within a period of
      not
      more than one year after his/her death, and only by his/her personal
      representatives or persons to whom his/her rights under the option shall pass
      by
      will or the laws of descent and distribution. The option may be exercised only
      as to those shares of Common Stock with respect to which installments had
      accrued as of the date of death, or if death occurs within the three month
      period subsequent to termination of employment or association, then only as
      to
      those shares with respect to which installments had accrued as of the date
      of
      such termination. The Board (or Committee, if applicable) may, in its
      discretion, provide in an option agreement that all or any unexercisable
      installments shall become exercisable on the date of death of an optionee,
      so
      that such installments may be exercised pursuant to this Section 5.8 even though
      they would not otherwise have been exercisable had the optionee not died. No
      transfer of an option by the employee by will or by the laws of descent and
      distribution shall be effective, nor shall any designation of a person who
      may
      exercise the option after the optionee's death be effective, to bind the Company
      unless the Company shall have been furnished with written notice thereof and
      a
      copy of the will and/or such other evidence as the Board (or Committee, if
      applicable) may deem necessary to establish the validity of the transfer and
      the
      acceptance by the transferee or transferees or designee of the terms and
      conditions of the option.

    


    5.9 The
      optionee's option or options shall terminate immediately upon termination of
      optionee's employment or service for cause. Cause for termination shall include
      but not be limited to: theft; dishonesty; fraud; destruction of Company
      property; neglect of duty; insubordination; inadequate or unsatisfactory
      performance; performing any illegal act related in any manner to optionee's
      employment with the Company; performing any act adverse to the interests of
      the
      Company; or any breach or threatened breach by the optionee of any of the
      Company's rules, policies or procedures. Notwithstanding the foregoing, the
      optionee's termination of employment shall not be considered a termination
      for
      cause under this Section 5.9 unless the optionee first shall have received
      written notice from the Board specifying the acts or omissions alleged to
      justify such termination and, if such action can be corrected, it nevertheless
      continues after the optionee shall have had sixty (60) days to correct
      it.

    


    5.10 No
      option
      granted under this Plan shall be transferable otherwise than by will (and in
      accordance with Section 5.8 hereof) or the laws of descent and distribution
      and
      an option may be exercised, during the lifetime of the optionee, only by
      him/her.

    


    5.11
      An
      optionee or transferee of an option shall have no rights as a stockholder with
      respect to any shares of Common Stock covered by his/her option until the date
      of the issuance of a stock certificate to him/her for such shares. No adjustment
      shall be made for dividends (ordinary or extraordinary, whether in cash,
      securities or other property) or distributions or other rights for which the
      record date is prior to the date such stock certificate is issued, except as
      provided in Article VI below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.12 Subject
      to the terms and conditions and within the limitations of the Plan, the Board
      (or Committee, if applicable) may modify, extend or renew outstanding options
      granted under the Plan, or accept the surrender of outstanding options (to
      the
      extent not theretofore exercised) and authorize the granting of new options
      in
      substitution therefor (to the extent not theretofore exercised). The Board
      (or
      Committee, if applicable) shall not, however, modify any outstanding incentive
      stock options so as to specify a lower price or accept the surrender of
      outstanding options and authorize the granting of new options in substitution
      therefor specifying a lower price. Notwithstanding the foregoing, no
      modification of an option shall, without the consent of the optionee, alter
      or
      impair any rights or obligations under any option theretofore granted under
      the
      Plan, and any modification which constitutes a "modification" within the meaning
      of Section 424(h) of the Code shall be null and void unless it specifically
      states that it constitutes a modification within the meaning of that
      Section.

    


    5.13 The
      option agreements authorized under the Plan shall contain such other provisions,
      including, without limitation, restrictions upon the exercise of the option,
      as
      the Board (or Committee, if applicable) shall deem advisable. Any incentive
      stock option agreement shall contain such limitations and restrictions upon
      the
      exercise of the option as shall be necessary in order that such option will
      be
      an "incentive stock option" as defined in Section 422 of the Code, or to conform
      to any change in the law. At the time of exercise of any option, the Board
      (or
      Committee, if applicable) may require the holder of such option to execute
      any
      documents or take any actions that may be then necessary to comply with the
      Securities Act of 1933 and the rules and regulations adopted thereunder, and
      any
      other applicable federal or state laws for the purpose of regulating the sale
      and issuance of securities, and the Board (or Committee, if applicable) may,
      if
      it deems necessary, include provisions in the stock option agreements to ensure
      such compliance. The Company may, from time to time, change its requirements
      with respect to enforcing compliance with federal and state securities Jaws
      including the request for and enforcement of letters of investment intent,
      such
      requirements all to be determined by the Company in its judgment as necessary
      to
      ensure compliance with said laws. Such changes may be made, with respect to
      any
      particular option or shares of Common Stock issued under exercise thereof,
      prior
      to or after the exercise of such option. No shares shall be issued and delivered
      upon the exercise of an option unless such issuance, in the judgment of the
      Committee, is in full compliance with all applicable laws, governmental rules
      and regulations and undertakings of the Company made under the Securities Act
      of
      1933 and stock exchange agreements of the Company.

    


    5.14 As
      a
      condition to the exercise, in whole or in part, of any option, the Board
(or
      Committee, if applicable) may in its sole discretion require the optionee to
      pay, in addition to the purchase price of the shares of Common Stock covered
      by
      the option, an amount equal to any federal, state and local taxes that may
      be
      required to be withheld in connection with the exercise of such option or the
      transfer of Common Stock pursuant to such exercise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.15 In
      the
      discretion of the Board (or Committee, if applicable), an option granted
      hereunder may provide that notwithstanding the exercise schedule provided for
      with respect to such option in accordance with the terms of Section 5.4, an
      optionee may exercise his/her option at any time with respect to any or all
      of
      the shares of Common Stock covered by such option which are not yet vested.
      The
      shares of Common Stock acquired by the optionee upon such early exercise shall
      be subject to vesting restrictions identical to those imposed under the exercise
      schedule provided for with respect to the option, but only to the extent such
      restrictions have not yet lapsed. Immediately prior to a Change in Control
      event
      described in Section 7.2, the Company may repurchase all of the shares of Common
      Stock that have not become vested at the exercise price paid by the optionee
      for
      such unvested shares, Notwithstanding any provision in the Plan to the contrary,
      the optionee shall not have the right to vote the shares of Common Stock
      acquired upon early exercise hereunder or receive any dividends paid on such
      shares until such time that the vesting restrictions on the shares have lapsed.
      Should the optionee cease to be employed by the Company or a subsidiary (or,
      in
      the case of a non-employee director or independent contractor, ceases service
      with the Company or a subsidiary) while holding one or more unvested shares
      of
      Common Stock, the Company may, but is not obligated to, within sixty (60) days
      from the date of such termination, repurchase the unvested shares and repay
      to
      the optionee the exercise price paid for the unvested shares.

    


    5.16 In
      the
      event of an early exercise of an option in accordance with the terms of Section
      5.15, the optionee shall have no right to transfer any unvested shares of Common
      Stock acquired by him/her upon such early exercise of his/her option. For
      purposes of this restriction, the term "transfer" shall include (without
      limitation) any sale, pledge, assignment, encumbrance, gift or other disposition
      of such shares, whether voluntary or involuntary. Upon any such attempted
      transfer, the unvested shares shall immediately be cancelled, and neither the
      optionee nor the proposed transferee shall have any rights with respect to
      those
      shares. However, the optionee shall have the right to make a gift of unvested
      shares acquired upon early exercise of his/her option to his/her spouse or
      issue, including adopted children, or to a trust established for such spouse
      or
      issue, provided the donee of such unvested shares delivers to the Company a
      written agreement to be bound by all the provisions of this Plan.

    


    VI. Adjustments
      upon Changes in Capitalization

    


    6.1 The
      aggregate number and class of shares as to which options may be granted under
      the Plan, the number and class of shares subject to each outstanding option,
      the
      price per share thereof (but not the total price), and the minimum number of
      shares as to which an option may be exercised at anyone time, shall all be
      proportionately adjusted in the event of any change or increase or decrease
      in
      the number of the issued shares of Common Stock, without receipt of
      consideration by the Company, which results from a split-up or consolidation
      of
      shares, payment of a stock dividend, a recapitalization, a combination of shares
      or other like capital adjustment, so that upon exercise of the option the
      optionee shall receive the number and class of shares he/she would have received
      had he/she been the holder of the number of Common Shares for which the option
      is being exercised immediately before the effective date of such change or
      increase or decrease in the number of issued shares of Common
      Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.2 Subject
      to any required action by its stockholders, if the Company shall be the
      surviving corporation in any reorganization, merger or consolidation, the
      aggregate number and class of shares on which options may be granted under
      the
      Plan, together with each outstanding option, shall be proportionately adjusted
      so as to apply to the securities to which the holder of the number of shares
      of
      stock of the Company subject to the Plan or to any outstanding option would
      have
      been entitled.

    


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

    


    6.4 To
      the
      extent that the foregoing adjustments relate to stock or securities of the
      Company, such adjustment shall be made by the Board (or Committee, if
      applicable), whose determination in that respect shall be final, binding and
      conclusive, provided that each incentive stock option granted pursuant to this
      Plan shall not be adjusted in a manner that causes the incentive stock option
      to
      fail to continue to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code. No fractional shares of stock shall be issued under
      the
      Plan on account of any such adjustment.

    


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

    


    VII. Change
      in Control

    


    7.1 If
      a
      tender offer for at least fifty-one percent (51 %) of the outstanding shares
      of
      Common Stock is commenced during the term of this Agreement by any person or
      entity other than any person or entity that directly or indirectly, through
      one
      or more intermediaries, controls or is controlled by, or is under common control
      with, the Company, the optionee (or in the case of exercise after the optionee's
      death, the optionee's executor, administrator, heir or legatee, as the case
      maybe) may give the Company notice, at any time within the period beginning
      on
      the date such tender offer commences and ending on the date ten calendar days
      prior to the scheduled expiration (including all extensions thereof) of such
      tender offer, of his/her intention to exercise the option. In such event, this
      option shall be exercised on the date which is ten calendar days prior to the
      scheduled expiration date (including all extensions thereof) of such tender
      offer, except that (1) no such exercise shall occur if the tender offer is
      withdrawn by the bidder prior to the date which is ten calendar days prior
      to
      the scheduled expiration date (including all extensions thereof) of such tender
      offer, and (2) the provisions described above shall in no event extend the
      date
      of exercise of this option to a date later than that provided in Sections 5.4
      through 5.8 hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2 If
      any
      proposed sale or conveyance of all or substantially all of the assets of the
      Company or any proposed consolidation or merger of the Company in which the
      Company is not the surviving entity, (except for: (1) a transaction the
      principal purpose of which is to change the state in which the Company is
      incorporated, or (2) a transaction in which the Company's stockholders
      immediately prior to such merger or consolidation will hold (by virtue of
      securities received in exchange for their shares in the Company) securities
      of
      the surviving entity representing more than seventy percent of the total voting
      power of such entity immediately after such transaction) or any proposed
      liquidation or dissolution of the Company occurs during the term of an option
      granted hereunder and the Board (or Committee, if applicable) determines, in
      the
      exercise of its sale discretion, that such transaction will, more probably
      than
      not, be consummated on a date which is at least fifteen days after the date
      of
      such determination, the Board (or Committee, if applicable) will promptly give
      notice to optionee that his/her option may be exercised on the date which is
      five calendar days prior to the scheduled date of consummation of any of the
      above-described proposed transactions, provided that this option may not be
      exercised after the expiration date provided in Section 5.4 through 5.8 hereof.
      In order to exercise this option pursuant to this provision, the optionee must
      give written notice to the Company to that effect prior to the date which is
      five calendar days prior to the scheduled date of consummation of the triggering
      proposed transaction.

    


    7.3 In
      exercising this option pursuant to the provisions discussed in Section 7.1
      or
      7.2 hereof, the optionee shall have the right to exercise the option as to
      all
      or any portion of the number of shares of Common Stock with respect to which
      the
      option is then exercisable on such date in accordance with the Exercise Schedule
      provided in the Grant Notice. Optionee may cancel his/her notice of exercise
      by
      giving a notice of cancellation to the Company at any time prior to the exercise
      of the option as provided above.

    


    7.4 In
      the
      event of (1) the direct or indirect sale or exchange by the stockholders of
      the
      Company of at least thirty percent (30%) of the outstanding shares of Common
      Stock, other than pursuant to a public tender offer, or (2) a change in the
      composition of the Board as a result of which at least a majority of the members
      of the Board is replaced during any twelve-month period by directors whose
      appointment or election was not endorsed by a majority of the members of the
      Board prior to the date of the appointment or election, the optionee shall
      have
      the right to exercise the option as to all or any portion of the number of
      the
      shares of Common Stock with respect to which the option is then exercisable
      on
      such date in accordance with the Exercise Schedule provided in the Grant
      Notice.

     

    VIII. Restrictions
      on Shares of Common Stock

    


    The
      shares of Common Stock acquired by an optionee upon exercise of an option
      granted pursuant to the Plan shall be subject to the restrictions imposed on
      such shares hereunder and/or pursuant to the related Stock Option. Each
      certificate representing such shares shall bear the following
      legend:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    "The
      sale
      or other transfer of shares represented by this Certificate, whether voluntary,
      involuntary or by operation of law, is subject to certain restrictions on
      transfer as set forth in the Quintessence Photonics Corporation 2006 Stock
      Option Plan, the related Stock Option Agreement. A copy of such Plan and related
      Agreements may be obtained from the Secretary of Quintessence Photonics
      Corporation"

    


    IX. Indemnification
      of Board (or Committee, if applicable)

    


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

    


    X. Termination
      and Amendment of the Plan

    


    10.1 The
      term
      during which options may be granted under this Plan shall expire on May 3,
      2016.

    


    10.2 The
      Board
      may, insofar as permitted by law, from time to time, with respect to any shares
      at the time not subject to options, suspend or discontinue the Plan or revise
      or
      amend it in any respect whatsoever except that, without approval of the
      stockholders, no such revision or amendment shall (a) change the designation
      of
      the class of employees eligible to receive incentive stock options, (b) increase
      the total number of shares for which incentive stock options may be granted
      under the Plan, (c) extend the term of the Plan or the maximum option period
      thereunder, or (d) decrease the minimum option price or permit or make reduction
      of the price at which shares may be purchased under any option granted under
      the
      Plan, except as provided in Article VI above. No termination or amendment to
      this Plan may, without the consent of an optionee, terminate his option or
      materially or adversely affect his rights under any outstanding
      options.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    XI. Application
      of Funds

    


    The
      proceeds received by the Company from the sale of Common Stock pursuant to
      options will be used for general corporate purposes.

    


    XII. Approval
      of Stockholders

    


    This
      Plan
      is effective as of the date of adoption by the Board of Directors (or the date
      the Plan received stockholder approval, if earlier) but is subject to the
      approval of the holders of a majority of the outstanding shares of the stock
      of
      the Company, which approval must occur no later than one year after the date
      of
      the adoption of this Plan by the Company's Board of Directors.

    


    Date
      Plan
      Adopted by Board of Directors: May 3, 2006

    


    Date
      Plan
      Approved by Stockholders: May 3, 2006