2005 INDEPENDENT SALES AGENTS' STOCK OPTION PLAN
1. Purpose; Types of Awards; Construction.
The purpose of the AutoInfo, Inc. 2005 Independent Sales Agent Stock Option Plan (the "Plan") is to align the
interests of indenpendent sales agents of AutoInfo, Inc. (the "Company") and its affiliates with those of the
stockholders of the Company, to afford an incentive to such sales agents to continue as such, to increase their
efforts on behalf of the Company and to promote the success of the Company's business. To further such
purposes, the Committee may grant options to its independent sales agents to purchase shares of the Company's
common stock. The provisions of the Plan are not intended to satisfy the requirements of Section 16(b) of the
Securities Exchange Act of 1934 and of Section 162(m) of the Internal Revenue Code of 1986, as amended.
As used in this Plan, the following words and phrases shall have the meanings indicated below:
(a) "Agreement" shall mean a written agreement entered into between the Company and an Optionee in
connection with an award under the Plan.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause," when used in connection with the termination of an Optionee's affiliation by the Company or the
cessation of an Optionee's service as a sales agent, shall mean (i) the conviction of the Optionee for the
commission of a felony, or (ii) the willful and continued failure by the Optionee substantially to perform his duties
and obligations to the Company or a Subsidiary (other than any such failure resulting from his incapacity due to
physical or mental illness), or (iii) the willful engaging by the Optionee in misconduct that is demonstrably injurious
to the Company or a Subsidiary. For purposes of this Section 2(c), no act, or failure to act, on an Optionee's
part shall be considered "willful" unless done, or omitted to be done, by the Optionee in bad faith and without
reasonable belief that his action o