STOCK OPTION GRANT AGREEMENT



                                    UNDER THE



                     ICURIE, INC. 2005 STOCK INCENTIVE PLAN



      This Grant Agreement (the "AGREEMENT") evidences the stock options (each,

an "OPTION" or collectively, the "OPTIONS") granted to ___________ (the

"EMPLOYEE") by iCurie, Inc., a Nevada corporation (the "COMPANY"), effective as

of ___________ (the "GRANT Date"), pursuant to the iCurie, Inc. 2005 Stock

Incentive Plan (the "PLAN") and conditioned upon the Employee's agreement to the

terms described below. All of the provisions of the Plan are expressly

incorporated into this Agreement.



      1. Grant of Options. The Employee is granted __________ Options under this

Agreement. Each Option entitles the Employee to purchase from the Company, at a

price of $_____ per share (the "EXERCISE PRICE"), one share of Common Stock of

the Company. If not sooner exercised or terminated, the Options expire at 5:00

p.m. Eastern Time on the last business day prior to the tenth anniversary of the

Grant Date (the "EXPIRATION DATE").



      2. Terminology. All capitalized words that are not defined in this

Agreement have the meanings ascribed to them in the Plan. For purposes of this

Agreement, the terms below have the following meanings:



            (a) "CAUSE" means termination of the Employee by the Company for any

of the reasons set forth in Section ____ of the Employment Agreement.



            (b) "COMPANY" includes iCurie, Inc. and its Affiliates, except where

the context otherwise requires.



            (c) "EMPLOYMENT Agreement" means the employment agreement between

the Employee and the Company (and certain Affiliates) dated __________.



      3. Vesting.



            (a) The shares of Common Stock underlying the Options are referred

to in this Agreement as "OPTION SHARES."



            (b) The Options vest in accordance with the following vesting

schedule (the "VESTING SCHEDULE") so long as the Employee is in the continuous

employ of, or in a service relationship with, the Company from the Grant Date

through the applicable date upon which vesting is scheduled to occur. No vesting

will accrue to any Options after the Employee ceases to be in either an

employment or other service relationship with the Company, except as provided

otherwise in this Agreement. The following is the Vesting Schedule:



<TABLE>

<CAPTION>

Vesting Date the            Number of Options Vested as of Vesting Date

<S>                         <C>

----------------            -------------------------------------------

----------------            -------------------------------------------

----------------            -------------------------------------------

----------------            -------------------------------------------

----------------            -------------------------------------------

----------------            -------------------------------------------

----------------            -------------------------------------------

</TABLE>



                                     - 1 -

<PAGE>



            (c) Unless the Options have earlier terminated, the unvested Options

become fully vested upon: [DESCRIBE ADDITIONAL VESTING CONDITIONS, IF ANY]



      4. Exercise of Options.



            (a) Right to Exercise. The Employee may exercise the Options to the

extent vested at any time on or before the Expiration Date or the earlier

termination of the Options, unless otherwise provided in this Agreement. Section

5 below describes certain limitations on exercise of the Options that apply in

the event of the Employee's death, Total and Permanent Disability, or

termination of employment or other service relationship with the Company. The

Options may be exercised only in multiples of whole shares and may not be

exercised at any one time as to fewer than one hundred shares (or such lesser

number of shares as to which the Options are then exercisable). No fractional

shares will be issued under the Options.



            (b) Exercise Procedure. In order to exercise the Options, the

following items must be delivered to the Secretary of the Company before the

expiration or termination of the Options: (i) an exercise notice, in such form

as the Administrator may require from time to time, specifying the number of

Option Shares to be purchased, and (ii) full payment of the Exercise Price for

such Option Shares or properly executed, irrevocable instructions, in such form

as the Administrator may require from time to time, to effectuate a

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC