SECURED DIVERSIFIED INVESTMENT, LTD.
2003 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
As Adopted August 16, 2003
1. Purpose. This 2003 Non-Employee Directors Stock Incentive Plan (this "Plan") is established to provide
equity incentives for certain non- employee members of the Board of Directors of Secured Diversified
Investment, Ltd. (the "Corporation"), who are described in Section 6.1 below, by granting such persons (i)
options to purchase shares of stock of the Corporation and (ii) awards of stock of the Corporation.
2. Adoption and Stockholder Approval. After this Plan is adopted by the Board of Directors of the Corporation
(the "Board"), this Plan will become effective on the time and date (the "Effective Date") on which the registration
statement filed by the Corporation with the Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended (the "Securities Act"), to register the initial public offering of the Corporation's
Common Stock is declared effective by the SEC. This Plan shall be approved by the stockholders of the
Corporation, consistent with applicable laws, within twelve (12) months after the date this Plan is adopted by the
3. Types of Options, Awards and Shares. Options granted under this Plan shall be non-qualified stock options
("NQSOs"). Awards may consist of grants and stock purchase rights (each an "Award"). The shares of stock
that may be purchased upon exercise of Options granted under this Plan (the "Shares") are shares of the
Common Stock of the Corporation.
4. Number of Shares. The maximum number of Shares that may be issued pursuant to Options granted under this
Plan (the "Maximum Number") is 5,000,000 Shares, subject to adjustment as provided in this Plan. If any Option
is terminated for any reason without being exercised in whole or in part, the Shares thereby released from such
Option shall be available for purchase under other Options subsequently granted under this Plan. At all times
during the term of this Plan, the