STOCK OPTION AGREEMENT

AGREEMENT made as of the _____ day of _____, 2006 between UPSNAP INC., a Nevada corporation (hereinafter referred to as the “ Corporation ”), and _____________ (hereinafter referred to as the “ Optionee ”).

WHEREAS, the Corporation desires, in connection with the [employment/ consulting/directorship] of the Optionee and in accordance with its Omnibus Stock and Incentive Plan (the “ Plan ”), to provide the Optionee with an opportunity to acquire common stock, $.001 par value (hereinafter referred to as “ Common Stock ”), of the Corporation on favorable terms and thereby increase his proprietary interest in the continued progress and success of the business of the Corporation;

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Optionee hereby agree as follows:

1.         Grant of Subject Option . Pursuant to a determination by the Committee of the Board of Directors of the Corporation authorized to administer the Plan made effective as of [DATE] (the “ Date of Grant ”), the Corporation, subject to the terms of the Plan and this Agreement, hereby grants to the Optionee as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation for services, the right to purchase (hereinafter referred to as the “ Subject Option ”) an aggregate of [NUMBER] shares of Common Stock, subject to adjustment as provided in Section 8 hereof (such shares, as adjusted, shall hereinafter be referred to as the “ Shares ”). The Subject Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”). The Subject Option is subject to all the terms and conditions of the Plan (including certain repurchase rights in favor of the Corporation) and in the event of any inconsistency between this Agreement and the Plan, the provisions of the Plan shall prevail. Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all terms and provisions thereof. Capitalized terms not otherwise defined herein but defined in the Plan shall have the same meaning herein.

2.         Purchase Price . The purchase price of shares of Common Stock covered by the Subject Option will be $[PRICE] per share, subject to adjustment as provided in Section 8 hereof.

3.         Exercise of Subject Option . The Subject Option shall be exercisable on the terms and conditions hereinafter set forth:

(a)         The Subject Option shall become exercisable cumulatively as to the following percentages of the number of Shares originally subject thereto (after giving effect to

any adjustment pursuant to Section 9 of the Plan). There will be no vesting of the Subject Option until the anniversary date indicated:

Notwithstanding the foregoing, the Subject Option shall become fully exercisable (without regard to the foregoing dates) immediately upon the occurrence of any of the following events: a Change in Control (in accordance with the provisions of Section 8 hereof) or the termination by the Corporation of Optionee’s [employment/consulting/directorship] other than for Cause (without regard for the provisions of Section 6 hereof regarding the extent to which a Subject Option may be exercised upon such termination). In the case a person serving solely as a director, the forgoing acceleration shall not occur by reason of the failure of the Optionee to be nominated or re-elected as a director upon the expiration of a term. A termination shall be for “ Cause ” if the Optionee:

(b)         The Subject Option may be exercised pursuant to the provisions of this Section 3, by notice and payment (including, but not limited to, a cashless exercise) to the Corporation as provided below.

4.         Term of Subject Option . The term of the Subject Option shall be a period of ten (10) years from the Date of Grant. This Subject Option, to the extent unexercised, shall expire

on the day immediately prior to the tenth anniversary of the Date of Grant. The holder of the Subject Option shall not have any rights to dividends or any other rights of a stockholder with respect to any shares of Common Stock subject to the Subject Option until such shares shall have been issued to him (as evidenced by the appropriate entry on the books of a duly authorized transfer agent of the Corporation) provided that the date of issuance shall not be earlier than the date this Subject Option is exercised and provision of the purchase price of the shares of Common Stock (with respect to which this Subject Option is being exercised) is made to the Corporation pursuant to the provisions contained herein.

5.         Non transferability of Subject Option . The Subject Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution, or as provided in the Plan, and the Subject Option may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Subject Option may not be assigned, transferred (except as provided in the next preceding sentence) or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of the Subject Option attempted contrary to the provisions of this Agreement, or any levy of execution, attachment or other process attempted upon the Subject Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Subject Option or any attempt to make any such levy of execution, attachment or other process will cause the Subject Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Subject Option under the foregoing provisions of this Section 5 will not prejudice any rights or remedies which the Corporation or any Parent or Subsidiary may have under this Agreement or otherwise.

6.         Exercise Upon Cessation of Employment .

(a)         If the Optionee at any time ceases to be an employee, consultant, or director of the Corporation by reason of his discharge for Cause, the Subject Option shall, at the time of such termination, terminate and the Optionee shall forfeit all rights hereunder. If, however, the employee, consultant, or director for any other reason (other than permanent and total disability or death) ceases to be such an Optionee, the Subject Option may, subject to the provisions of Section 5 hereof, be exercised by the Optionee to the same extent the Optionee would have been entitled under Section 3 hereof to exercise the Subject Option immediately prior to such cessation, at any time within one (1) month after such cessation, at the end of which period the Subject Option to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder. In no event, however, may the Subject Option be exercised after the expiration of the term provided in Section 4 hereof.

(b)         The Subject Option shall not be affected by any change of duties or position of the Optionee so long as he continues to be an Optionee of the Corporation.

7.         Exercise Upon Death or Disability.

(a)         If the Optionee dies while he is employed or serving, as a consultant or director of the Corporation, and on or after the first date upon which he would have been entitled

to exercise the Subject Option under the provisions of Section 3 hereof, the Subject Option may, subject to the provisions of Section 5 hereof, be exercised with respect to all or any part of the shares of Common Stock as to which the deceased Optionee had not exercised the Subject Option at the time of his death (but only to the extent the Subject Option was exercisable at the date of his death), by the estate of the Optionee (or by the person or persons who acquire the right to exercise the Subject Option by written designation of the Optionee) at any time within the period ending one (1) year after the date of the Optionee’s death (in no event, however, after the expiration of the term provided in Section 4 hereof), at the end of which period the Subject Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder.

(b)         In the event that the employment or consulting or directorship by the Corporation is terminated by reason of the permanent and total disability of the Optionee on or after the first date upon which he would have been entitled to exercise the Subject Option under the provisions of Section 3 hereof, the Subject Option may, subject to the provisions of Section 5 hereof, be exercised with respect to all or any part of the shares of Common Stock as to which he had not exercised the Subject Option at the time of his disability (but only to the extent the Subject Option was exercisable at such time) by the Optionee at any time within the period ending one (1) year after the date of such termination of employment (in no event, however, after the expiration of the term provided in Section 4 hereof), at the end of which period the Subject Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder even if the Optionee subsequently returns to the employ of the Corporation.

                8.    Merger, Consolidation or Change in Control of the Corporation . Upon (a) the merger or consolidation of the Corporation with or into another corporation (pursuant to which the stockholders of the Corporation immediately prior to such merger or consolidation will not, as of the date of such merger or consolidation, own a beneficial interest in shares of voting securities of the corporation surviving such merger or consolidation having at least a majority of the combined voting power of such corporation’s then outstanding securities), if the agreement of merger or c