1.

Award of Restricted Shares. The Company hereby grants to Recipient a total of two million (2,000,000) restricted shares (the "Restricted Shares") of the Company's Class A Convertible Preferred Stock.

2.

Restrictions. The Restricted Shares are being awarded to Recipient subject to the transfer and forfeiture conditions set forth below (the "Restrictions"). In its sole discretion, the Company may amend or waive the provisions of subparagraphs (b) or (c) hereof, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined by the Company:

a.

No Assignment. Unless otherwise provided by the Committee, prior to the vesting of the Restricted Shares as described in Section 3 below, Recipient may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Restricted Shares still subject to Restrictions. The Restricted Shares shall be forfeited if Recipient violates or attempts to violate these transfer Restrictions.

b.

Repayment/Forfeiture. Any benefits Recipient may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, as may be in effect from time to time.

3.

Vesting. Subject to the remaining terms and conditions of this Award Agreement, the Restricted Shares will vest as follows:

a.

Vesting Date. The Restricted Shares will vest in full upon the date which is two (2) years from the Date of Grant (the "Vesting Date"), provided Recipient remains in the employment of the Company on the Vesting Date.

(i)

The period from the Date of Grant through the Vesting Date set forth above is referred to as the "Restriction Period". Except to the extent vesting accelerates pursuant to Sections 3(b) through (c) below, any unvested Restricted Shares shall be automatically forfeited upon Recipient's termination of employment with the Company or an Affiliate prior to the Vesting Date. The Company will not be obligated to pay Recipient any consideration whatsoever for forfeited Restricted Shares.

(ii)

If, during the Restriction Period, Recipient takes a Leave of Absence (as defined herein) from the Company or an Affiliate, the Restricted Shares will continue to be subject to this Award Agreement. If the Restriction Period expires while Recipient is on a Leave of Absence, Recipient will be entitled to the Restricted Shares even if Recipient has not yet returned to active employment. For purposes of this Award Agreement, "Leave of Absence" means an approved leave of absence from the Company or an Affiliate from which Recipient has a right to return to work, as determined by the Company.

b.

Disability. All unvested Restricted Shares shall fully vest, regardless of whether or not the Vesting Date has occurred, upon Recipient's termination of employment with the Company and its Affiliates due to a disability.

c.

Death. All unvested Restricted Shares shall fully vest, regardless of whether or not the Vesting Date occurred, upon Recipient's termination of employment with the Company and its Affiliates due to death.

4.

Issuance and Delivery of Shares.

a.

The Restricted Shares awarded hereunder shall be immediately issuable.  Until such shares are vested, certificates representing the shares shall be held in trust by the Company. Upon the vesting of the applicable Restricted Shares described in Section 3 above, the Company shall deliver to Recipient certificates evidencing Shares of Class A Convertible Preferred Stock issued in connection with the Restricted Shares.

b.

The action contemplated by subparagraph (a) above shall occur within 60 days following the date that the applicable Restricted Shares vested.

6.

Whole Shares. All Awards shall be paid in whole Shares; no fractional Shares shall be credited or delivered to Recipient.

6.

Responsibility for Taxes. Regardless of any action the Company or Recipient's Employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items legally applicable to Recipient ("Tax-Related Items"), Recipient acknowledges that the ultimate liability for all Tax-Related Items is and remains Recipient's responsibility and may exceed the amount actually withheld by the Company or the Employer. Recipient further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including, but not limited to, the grant, vesting or settlement of the Restricted Shares, the issuance of Shares upon settlement of the Restricted Shares, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate Recipient's liability for Tax-Related Items or achieve any particular tax result. Further, if Recipient has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant tax withholding event, Recipient acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

7.

Stockholder Rights. Upon the date hereof, Recipient shall have the rights as a stockholder of the Company in respect of the Restricted Shares, including the right to vote such Restricted Shares and to receive dividends and/or distributions payable in respect of such Restricted Shares.

8.

Issuance of Restricted Shares. Shares representing Recipient's Restricted Shares shall be issued either (i) in certificate form or (ii) in book entry or electronic form, registered in the name of Recipient. Such Restricted Shares shall be held by the Company in custody for Recipient, until they are either forfeited by Recipient or are delivered to Recipient upon vesting pursuant to Section 4 above. The grant of Restricted Shares hereunder shall not constitute a trust.

9.

Acknowledgement of Discretionary Nature of the Issuance; No Vested Rights. By accepting the Restricted Shares, Recipient acknowledges, understands, and agrees that: (i) the grant of the Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive future restricted stock, or benefits in lieu of restricted stock, even if Restricted Shares have been granted repeatedly in the past; (ii) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (iii) Recipient's acceptance of the Restricted Shares is voluntary; (iv) the grant of the Restricted Shares shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate; and (v) subject to any rights of Recipient under any Employment Agreement, no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of the Restricted Shares resulting from termination of Recipient's employment by the Company or the Employer (for any reason whatsoever and regardless of whether in breach of local labor laws) and, in consideration of the grant of the Restricted Shares, Recipient irrevocably agrees never to institute any such claim against the Company or the Employer, waives Recipient's ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim that may arise.

10.

No Relation to Other Benefits/Termination Indemnities. The Restricted Shares are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

11.

No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Recipient's acquisition or sale of the Restricted Shares. Recipient should note that the future value of the Restricted Shares is unknown. Recipient is hereby advised to consult with Recipient's own personal tax, legal, and financial advisors.

12.

Acknowledgements. No waiver of any breach of any provision of this Award Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award Agreement shall be severable and in the event that any provision of this Award Agreement shall be found by any court to be unenforceable, in whole or in part, the remainder of this Award Agreement shall nevertheless be enforceable and binding on the parties. Recipient hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this Award Agreement so that such term, as modified, is valid and enforceable under applicable law.

13.

The Company Assignment Rights. The Company shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of the Company.

14.

Waiver. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.

15.

Governing Law. All questions concerning the construction, validity and interpretation of this Award Agreement shall be governed by and construed according to the law of the State of Nevada without regard to any state's conflicts of law principles. Any and all disputes relating to, concerning or arising from this Award Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Award Agreement, shall be brought and heard exclusively in the United States District Court for the District of Nevada or the District Court for Clark County, Nevada. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute; and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

16.

409A Compliance Applicable Only to Recipients Subject to U.S. Tax. Notwithstanding any provision in this Award Agreement to the contrary, if Recipient is a "specified employee" (certain officers of the Company within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by the Company from time to time) on the date of Recipient's termination of employment, any payment which would be considered "nonqualified deferred compensation" within the meaning of Code Section 409A that Recipient is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six-month period immediately following the date of Recipient's termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of Recipient's termination of employment and (ii) death. For purposes of determining the time of payment or delivery of any payment Recipient is entitled to receive upon termination of employment, the determination of whether Recipient has experienced a termination of employment will be determined by the Company in a manner consistent with the definition of "separation from service" under the default rules of Section 409A of the Code.