2007 STOCK PLAN

1.     Purposes of the Plan .  The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business.  Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.  Stock Purchase Rights may also be granted under the Plan.

2.     Definitions .  As used herein, the following definitions shall apply:

(a)     “ Administrator ” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(b)     “ Applicable Laws ” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan.

(c)     “ Board ” means the Company’s Board of Directors.

(d)     “ Change in Control ” means the occurrence of any of the following events:

Notwithstanding the foregoing definition, in the event an Option or Stock Purchase Right issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change in Control” for purposes of such Option or Stock Purchase Right shall be the definition provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

(e)     “ Code ” means the Internal Revenue Code of 1986, as amended.

(f)     “ Committee ” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.

(g)     “ Common Stock ” means the Company’s common stock, par value $.001.

(h)     “ Company ” means Halo Group, Inc., a   Texas   corporation.

(i)     “ Consultant ” means any person, other than an Employee, who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity.

(j)     “ Director ” means a member of the Board.

(k)     “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code.  Notwithstanding the foregoing, in the event an Option or Stock Purchase Right issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Disability” for purposes of such Option or Stock Purchase Right shall be the definition of “disability” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

(l)     “ Employee ” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company.  Neither service as a Director or Consultant nor payment of a director’s fee or consulting fee by the Company shall be sufficient to constitute “employment” by the Company.

(m)     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(n)     “ Fair Market Value ” means, as of any date, the value of Common Stock determined as follows:

(o)     “ Incentive Stock Option ” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(p)     “ Nonstatutory Stock Option ” means an Option not intended to qualify as an Incentive Stock Option.

(q)     “ Option ” means a stock option granted pursuant to the Plan.

(r)     “ Option Agreement ” means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject to the terms and conditions of the Plan.

(s)     “ Option Exchange Program ” means a program whereby outstanding Options are exchanged for Options with a lower exercise price.

(t)     “ Optioned Stock ” means the Common Stock subject to an Option or a Stock Purchase Right.

(u)     “ Optionee ” means the holder of an outstanding Option or Stock Purchase Right granted under the Plan.

(v)     “ Parent ” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(w)     “ Participant ” means an Employee, Consultant or Director of the Company or a Subsidiary to whom an Option or Stock Purchase Right is granted under this Plan.

(x)     “ Plan ” means this Halo Group, Inc. 2007 Stock Plan.

(y)     “ Restricted Stock ” means Shares issued pursuant to a Stock Purchase Right or Shares of restricted stock issued pursuant to an Option.

(z)     “ Restricted Stock Purchase Agreement ” means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to Shares purchased under a Stock Purchase Right.  The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the notice of grant.

(aa)     “ Rule 701 ” shall mean Rule 701 of the Securities Act.

(bb)     “ Securities Act ” means the Securities Act of 1933, as amended.

(cc)     “ Service Provider ” means an Employee, Director or Consultant.

(dd)     “ Share ” means a share of the Common Stock, as adjusted in accordance with Section 13 below.

(ee)     “ Stock Purchase Right ” means a right to purchase Common Stock pursuant to Section 11 below.

(ff)     “ Subsidiary ” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(gg)     “ Ten Percent Stockholder ” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any Parent, or any Subsidiary.

3.     Stock Subject to the Plan .  Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be subject to Options or Stock Purchase Rights and sold under the Plan is 1,500,000 Shares, of which the maximum number of Shares that may be delivered pursuant to Incentive Stock Options is 1,500,000.  The Shares may be authorized but unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, the unpurchased Shares that were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated).  However, Shares that have actually been issued under the Plan, upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.  Notwithstanding any provisions of the Plan to the contrary, only Shares forfeited back to the Company, Shares canceled on account of termination, expiration or lapse of an Option, Shares surrendered in payment of the exercise price of an Option or Shares withheld for payment of applicable employment taxes and/or withholding obligations resulting from the exercise of an Option shall again be available for grant of Incentive Stock Options under the Plan, but shall not increase the maximum  number of shares described above as the maximum number of Shares that may be delivered pursuant to Incentive Stock Options.

4.     Administration of the Plan .

(a)     Administrator .  The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws.

(b)     Powers of the Administrator .  Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(i)        to determine the Fair Market Value;

(ii)     to select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder;

(iii)     to determine the number of Shares to be covered by each such award granted hereunder;

(iv)     to approve forms of agreement for use under the Plan;

(v)     to determine the terms and conditions of any Option or Stock Purchase Right granted hereunder.  Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi)     to initiate an Option Exchange Program;

(vii)     to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(viii)    to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld.  The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined.  All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and

(ix)        to construe and interpret the terms of the Plan and Options granted pursuant to the Plan.

(c)     Effect of Administrator’s Decision .  All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees.

5.     Eligibility and Limitations .

(a)     Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers.  Incentive Stock Options may be granted only to Employees.

(b)     Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.  However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options.  For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted.&