2008 STOCK OPTION PLAN

1.              Purposes of the Plan .  The purposes of this Stock Option 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.

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 foreign country or jurisdiction where Options are granted under the Plan.

(c)           " Board " means the Board of Directors of the Company.

(d)           " Code " means the Internal Revenue Code of 1986, as amended.

(e)           " Committee " means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

(f)           " Common Stock " means the common stock of the Company.

(g)           " Company " means Liberty Capital Asset Management, Inc., a Delaware corporation.

(h)           " Consultant " means any natural person, including an advisor, engaged by the Company or any Parent or Subsidiary to render services to such entity.

(i)           " Director " means a member of the Board.

(j)           “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(k)           " Employee " means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company.  A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.  Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company.

(l)           " Exchange Act " means the Securities Exchange Act of 1934, as amended.

(m)           " Fair Market Value " means, as of any date, the value of Common Stock

determined as follows:

(i)            If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)           If the Common Stock is not then listed or admitted to trading on a stock exchange or a Nasdaq market system which reports closing sale prices, the Fair Market Value of a Share of Common Stock shall be the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on the last market trading day prior to the day of determination, or;

(iii)           In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

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

(o)           " Nonstatutory Stock Option " means an Option not intended to qualify as an Incentive Stock Option.

(p)           “ Notice of Grant ” means a written notice evidencing certain terms and conditions of an individual Option grant.  The Notice of Grant is part of the Option Agreement.

(q)           " Officer " means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(r)           " Option " means a stock option granted pursuant to the Plan.

(s)           " Option Agreement " means an 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.

(t)            " Optioned Stock " means the Common Stock subject to an Option.

(u)           " Optionee " means the holder of an outstanding Option 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)           " Plan " means this 2008 Stock Option Plan.

(x)            " Plan Effective Date" means November 1, 2008, the date on which the Plan was adopted by the Board.

(y)           " Section 16(b) " means Section 16(b) of the Exchange Act.

(z)            " Service Provider " means an Employee, Director or Consultant.

(aa)          " Share " means a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan.

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

3.             Stock Subject to the Plan .  Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 4,000,000 Shares. The Shares may be authorized, but unissued or reacquired Common Stock.

If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided however, that Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan.

4.              Administration of the Plan .

(a)            Procedure .  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, subject to the specific duties delegated by the Board to such Committee, 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 may from time to time be granted hereunder;

(iii)           to determine the number of shares of Common Stock to be covered by each Option granted hereunder;

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

(v)           to determine the terms and conditions of any Option granted hereunder.  Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options 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 the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi)           to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option has declined since the date the Option was granted;

(vii)          to prescribe, amend and. rescind rules and regulations relating to the Plan;

(viii)        to modify or amend each Option (subject to Section 13(c) of the Plan) including the discretionary authority to extend the post-termination exercisability of Options longer than is otherwise provided for in the Plan.

(ix)           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 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 an Optionee 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;

(x)           to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator;

(xi)           to construe and interpret the terms of the Plan; and

(xii)          to make all the other determinations deemed necessary or advisable for administering 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 .

(a)           Nonstatutory Stock Options 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. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(c)           Neither the Plan nor any Option shall confer upon any Optionee any right with respect to continuing the Optionee's relationship as a Service Provider with the Company, nor shall they interfere in any way with the Optionee’s right or the Company's right to terminate such relationship at any time, with or without cause.

6.             Term of Plan .  Subject to Section 17 of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 of the Plan.

7.             Term of Option .  The term of each Option shall be stated in the Option Agreement; provided