MACROSOLVE, INC. 2009 STOCK COMPENSATION PLAN

1.   Purpose. The purpose of this Plan is to provide compensation in the form of Common Stock of Macrosolve, Inc. (the “Company”) to eligible employees and consultants that have previously rendered services or that will render services during the term of this 2009 Stock Compensation Plan (hereinafter referred to as the Plan.)

2.   Administration. (a)  This Plan shall be administered by the Board of Directors who may from time to time issue orders or adopt resolutions, not inconstant with the provisions of this Plan, to interpret the provisions and supervise the administration of this Plan.  The President shall make initial determinations as to which employees, consultants, professionals or advisors will be considered to receive shares under this Plan, in addition, will provide a list to the Board of Directors. All final determinations shall be by the affirmative vote of a majority of the members of the Board of Directors at a meeting called for such purpose, or reduced to writing and signed by a majority of the members of the Board. Subject to the Corporation's Bylaws, all decisions made by the Directors in selecting eligible individuals, establishing the number of shares, and construing the provisions of this Plan shall be final, conclusive and binding on all persons including the Corporation, shareholders, employees and consultants.

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