PAPERFREE MEDICAL SOLUTIONS, INC. 2008 STOCK AWARD PLAN

(a)   "Board" - The Board of Directors of the Company.

(b)   "Code" - The Internal Revenue Code of 1986, as amended from time to time.

(c)   "Committee" - The Compensation Committee of the Company's Board, or such other committee of the Board that is designated by the Board to administer the Plan, composed of not less than two members of the Board all of whom are disinterested persons, as contemplated by Rule 16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(d)   "Company" - PAPERFREE MEDICAL SOLUTIONS, INC. and its subsidiaries including subsidiaries of subsidiaries.

(e)   "Exchange Act" - The Securities Exchange Act of 1934, as amended from time to time.

(f)   "Fair Market Value" - The fair market value of the Company's issued and outstanding Stock as determined in good faith by the Board or Committee.

(g)   "Participant" - A director, officer, or employee of the Company to whom an Award has been made under the Plan.

(h)   "Securities Act" - The Securities Act of 1933, as amended from time to time.

(i)   "Stock Award Agreement" - An agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Stock Award.

(j)   "Stock" - Authorized and issued or unissued shares of Common Stock, $.001 par value of the Company.

(k)   "Stock Award" - A Stock Award made under the Plan in stock or denominated in units of stock for which the Participant is not obligated to pay additional consideration.

2.   Administration . The Plan shall be administered by the Board; provided however, that the Board may delegate such administration to the Committee. Subject to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant, in its discretion, Stock Awards; (b) determine in good faith the Fair Market Value of the Stock covered by any Stock Award; (c) determine which eligible persons shall receive Stock Awards and the number of shares, restrictions, terms and conditions to be included in such Stock Awards; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its administration, and correct defects, omissions and inconsistencies in the Plan or any Stock Award; (f) consistent with the Plan and with the consent of the Participant, as appropriate, amend any outstanding Stock Award or amend the date thereof; (g) determine the duration and purpose of leaves of absence which may be granted to Participants without constituting termination of their employment for the purpose of the Plan or any Stock Award; and (h) make all other determinations necessary or advisable for the Plan's administration. The interpretation and construction by the Board of any provisions of the Plan or selection of Participants shall be conclusive and final. 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 Stock Award made thereunder.

(a)   General .  Any director, officer, or employee of the Company is eligible to receive a Stock Award.

(b)   Consultants.   Any Consultant to the Company may be a Participant; provided, however, that the Consultant is a natural person, provides bona fide services to the Company that are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and, provided, further, the Consultant otherwise is an “employee” as defined in Section A 1 (a) of the General Instructions to Form S-8 under the Securities Act.

(a)   Authorized Stock.   Stock subject to Stock Awards may be either unissued or reacquired Stock.

(b)   Number of Shares.   Subject to adjustment as provided in Section 5(i) of the Plan, the total number of shares of Stock which may be granted directly by Stock Awards shall not exceed Twenty Million (20,000,000) shares. If any Stock Award shall for any reason terminate or expire, any shares allocated thereto upon such expiration or termination shall again be available for Stock Awards with respect thereto under the Plan as though no Stock Award had previously occurred with respect to such shares.

(c)   Reservation of Shares.   The Company shall reserve and keep available at all times during the term of the Plan such number of shares as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall not include the registration of the Plan or Stock Awards under the Securities Act, the Company is unable to obtain authority from any applicable regulatory body, which authorization is deemed necessary by legal counsel for the Company for the lawful issuance of shares hereunder, the Company shall be relieved of any liability with respect to its failure to issue and sell the shares for which such requisite authority was so deemed necessary unless and until such authority is obtained.

(a)   General Conditions.   All or part of any Stock Award under the Plan may be subject to conditions established by the Board or the Committee, and set forth in the Stock Award Agreement, which may include, but are not limited to, continuous service with the Company, achievement of specific business objectives, increases in specified indices, attaining growth rates and other comparable measurements of Company performance. Such Awards may be based on Fair Market Value or other specified valuation.  All Stock Awards will be made pursuant to the execution of a Stock Award Agreement substantially in the form attached hereto as Exhibit A.

(b)   Insiders; Control Securities. Any Participant subject to Section 16(a) of the Exchange Act (generally any dirctor, officer or principal shareholder) shall comply with the requirements of Section 16(b) of the Exchange Act (generally by holding the Stock subject a Stock Award for at least six months from the date of the Stock Award).  The amount of securities of the Company that may be sold by any Participant that holds “control securities” and any other person with whom he or she is acting in concert for the purpose of selling securities of the Company, may not exceed, during any three month period, the amount specified in Rule 144(e) of the General Rules and Regulations under the Securities Act (generally one percent of the shares outstanding as shown by the most recent report or statement published by the Company).  The Participant shall have the burden of proving to the satisfaction of the Company, at Participant’s cost, any exemption to the requirements of this paragraph, including any exemption pursuant to Rule 16b-3 of the General Rules and Regulations under the Exchange Act and any exception to Rule 144(e).

(c)   Cancellation and Rescission of Stock Awards.   Unless the Stock Award Agreement specifies otherwise, the Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Stock Awards at any time if the Participant is not in compliance with all other applicable provisions of the Stock Award Agreement, the Plan and with the following conditions:

(i)   A Participant shall not render services for any organization or engage directly or indirectly in any business which, in the judgment of the chief executive officer of the Company or other senior officer designated by the Board or Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company.  For Participants whose employment has terminated, the judgment of the chief executive officer shall be based on the Participant's position and responsibilities while employed by the Company, the Participant's post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company's customers, suppliers and competitors and such other considerations as are deemed relevant given the applicable facts and circumstances.  A Participant who has retired shall be free, however, to purchase as an investment or otherwi