2005 INDEPENDENT SALES AGENTS' STOCK OPTION PLAN

 EXHIBIT 10T

                                 AUTOINFO, INC.

                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.

      2.    Definitions.

            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 or omission
was in the best interest of the Company. The Committee shall determine whether a
termination is for Cause for purposes of the Plan.

            (d) "Change in Control"  shall mean the  occurrence of the event set
forth in any of the following paragraphs:

                  (i) any Person (as defined below) is or becomes the beneficial
      owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
      as amended),  directly or  indirectly,  of  securities of the Company (not
      including in the securities benefi-

      cially  owned by such Person any  securities  acquired  directly  from the
      Company  or its  subsidiaries)  representing  50% or more of the  combined
      voting power of the Company's then outstanding securities; or

                  (ii)  the  following  individuals  cease  for  any  reason  to
      constitute a majority of the number of directors then serving: individuals
      who, on the date hereof,  constitute the Board and any new director (other
      than a director whose initial  assumption of office is in connection  with
      an actual or threatened  election contest,  including but not limited to a
      consent  solicitation,  relating  to  the  election  of  directors  of the
      Company)  whose  appointment  or election by the Board or  nomination  for
      election by the Company's  stockholders  was approved or  recommended by a
      vote of at least  two-thirds  (2/3) of the directors  then still in office
      who  either  were  directors  on the date  hereof  or  whose  appointment,
      election  or  nomination  for  election  was  previously  so  approved  or
      recommended; or

                  (iii) there is  consummated a merger or  consolidation  of the
      Company  or a  direct  or  indirect  subsidiary  thereof  with  any  other
      corporation,  other than (A) a merger or consolidation  which would result
      in the voting securities of the Company  outstanding  immediately prior to
      such merger or consolidation  continuing to represent (either by remaining
      outstanding or by being converted into voting  securities of the surviving
      entity or any parent  thereof),  in combination  with the ownership of any
      trustee or other fiduciary  holding  securities  under an employee benefit
      plan of the  Company,  at least 50% of the  combined  voting  power of the
      securities of the Company or such  surviving  entity or any parent thereof
      outstanding  immediately  after  such  merger or  consolidation,  or (B) a
      merger or consolidation  effected to implement a  recapitalization  of the
      Company  (or  similar  transaction)  in which no Person is or becomes  the
      beneficial  owner,  directly or  indirectly,  of securities of the Company
      (not  including in the  securities  beneficially  owned by such Person any
      securities  acquired  directly  from  the  Company  or  its  subsidiaries)
      representing  50% or more of the combined  voting  power of the  Company's
      then outstanding securities; or

                  (iv)  the  stockholders  of the  Company  approve  a  plan  of
      complete liquidation or dissolution of the Company or there is consummated
      an  agreement  for  the  sale  or  disposition  by the  Company  of all or
      substantially  all  of  the  Company's  assets,   other  than  a  sale  or
      disposition  by the Company of all or  substantially  all of the Company's
      assets to an  entity,  at least 50% of the  combined  voting  power of the
      voting  securities of which are owned by Persons in substantially the same
      proportions as their  ownership of the Company  immediately  prior to such
      sale.

            For purposes of this Section 2(d),  "Person"  shall have the meaning
given in Section  3(a)(9) of the Exchange  Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i) the Company
or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries,  (iii)
an underwriter temporarily holding securities pursuant to an offering of such

securities,  or  (iv)  a  corporation  owned,  directly  or  indirectly,  by the
stockholders  of the  Company in  substantially  the same  proportions  as their
ownership of stock of the Company.

            (e) "Committee"  shall mean a committee  established by the Board to
administer the Plan.

            (f) "Common Stock" shall mean shares of common stock,  no par value,
of the Company.

            (g) "Company"  shall mean  AutoInfo,  Inc., a corporation  organized
under the laws of the State of Delaware, or any successor corporation.

            (h) "Disability"  shall mean an Optionee's  inability to perform his
duties with the Company or on the Board by reason of any medically  determinable
physical or mental  impairment,  as  determined  by a physician  selected by the
Optionee and acceptable to the Company.

            (i) "Exchange Act" shall mean the  Securities  Exchange Act of 1934,
as amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.

            (j) "Fair Market Value" per share as of a particular date shall mean
(i) if the  shares of  Common  Stock are then  listed on a  national  securities
exchange,  the  closing  sales price per share of Common  Stock on the  national
securities exchange on which the Common Stock is principally traded for the last
preceding  date on which there was a sale of such Common Stock on such exchange,
or (ii) if the  shares of Common  Stock are then  traded in an  over-the-counter
market,  the  closing  bid  price  for  the  shares  of  Common  Stock  in  such
over-the-counter market for the last preceding date on which there was a sale of
such Common Stock in such market, or (iii) if the shares of Common Stock are not
then listed on a national  securities  exchange or traded in an over-the-counter
market, such value as the Committee, in its sole discretion, shall determine.

            (k)  "Nonqualified  Option"  shall  mean  an  Option  that is not an
Incentive Stock Option.

            (l) "Option" shall mean the right,  granted  hereunder,  to purchase
shares of Common Stock.  Options  granted by the Committee  pursuant to the Plan
shall be Nonqualified Stock Options.

            (m)  "Optionee"  shall  mean a  person  who  receives  a grant of an
Option.

            (n) "Option  Price" shall mean the  exercise  price of the shares of
Common Stock covered by an Option.

            (o) "Parent"  shall mean any company  (other than the Company) in an
unbroken chain of companies  ending with the Company if, at the time of granting
an Option,  each of the companies  other than the Company owns stock  possessing
fifty percent (50%) or

more of the total  combined  voting  power of all classes of stock in one of the
other companies in such chain.

            (p) "Plan" shall mean this  AutoInfo,  Inc. 2005  Independent  Sales
Agent Stock Option Plan.

            (q) "Rule  16b-3"  shall  mean Rule  16b-3,  as from time to time in
effect,  promulgated by the Securities and Exchange  Commission under Section 16
of the Exchange Act, including any successor to such Rule.

            (r) "Subsidiary"  shall mean any company (other than the Company) in
an unbroken  chain of  companies  beginning  with the Company if, at the time of
granting an Option,  each of the  companies  other than the last  company in the
unbroken  chain owns stock  possessing  fifty percent (50%) or more of the total
combined  voting power of all classes of stock in one of the other  companies in
such chain.

      3.    Administration.

            The Plan, except as may otherwise be determined by the Board,  shall
be administered by the Board or a Committee thereof.

            The Board  and/or  the  Committee  shall have the  authority  in its
discretion,  subject to and not inconsistent with the express  provisions of the
Plan,  to  administer  the Plan and to exercise  all the powers and  authorities
either  specifically  granted to it under the Plan or  necessary or advisable in
the administration of the Plan, including,  without limitation, the authority to
grant  Options;  to determine  the purchase  price of the shares of Common Stock
covered by each Option;  to determine the persons to whom, and the time or times
at which  awards  shall be  granted;  to  determine  the  number of shares to be
covered by each award;  to interpret the Plan;  to prescribe,  amend and rescind
rules  and  regulations  relating  to the  Plan;  to  determine  the  terms  and
provisions  of the  Agreements  (which need not be  identical)  and to cancel or
suspend  awards,  as  necessary;  and to make all  other  determinations  deemed
necessary or advisable for the administration of the Plan.

            The Board and/or the  Committee  may not  delegate its  authority to
grant Options.  The Board and/or the Committee may employ one or more persons to
render  advice  with  respect to any  responsibility  that the Board  and/or the
Committee  may  have  under  the  Plan.   All   decisions,   determination   and
interpretations  of the Board and/or the Committee shall be final and binding on
all Optionees of any awards under this Plan.

            All  determinations  of the Board and/or the Committee shall be made
by a  majority  of its  members  either  present in person or  participating  by
conference  telephone  at a meeting or by written  consent.  The  Committee  may
appoint a secretary and make such rules and  regulations  for the conduct of its
business as it shall deem advisable, and shall keep minutes of its meetings.

            No member of the Board or  Committee  shall be liable for any action
taken or determination  made in good faith with respect to the Plan or any award
granted hereunder.

      4.    Eligibility.

            Awards  under the Plan may be  granted  exclusively  to  independent
sales agents of the Company, and its Subsidiaries. In determining the persons to
whom  awards  shall be  granted  and the  number of shares to be covered by each
award,  the  Committee  shall take into  account  the  duties of the  respective
persons, their present and potential contributions to the success of the Company
and such other factors as the Committee  shall deem relevant in connection  with
accomplishing the purpose of the Plan.

      5.    Stock.

            The maximum  number of shares of Common Stock reserved for the grant
of awards under the Plan shall be  2,500,000,  subject to adjustment as provided
in Section 9 hereof.  Such shares may, in whole or in part,  be  authorized  but
unissued  shares or shares  that  shall  have been or may be  reacquired  by the
Company.

            If any  outstanding  award  under  the Plan  should  for any  reason
expire,  be canceled or be forfeited  without having been exercised in full, the
shares of Common Stock  allocable  to the  unexercised,  canceled or  terminated
portion of such award shall (unless the Plan shall have been terminated)  become
available for subsequent grants of awards under the Plan.

      6.    Terms and Conditions of Options.

            Each Option  granted  pursuant to the Plan shall be  evidenced by an
Agreement,  in such  form  and  containing  such  terms  and  conditions  as the
Committee shall from time to time approve, which Agreement shall comply with and
be subject to the following terms and conditions,  unless otherwise specifically
provided in such Option Agreement:

            (a) Number of Shares.  Each Option  Agreement shall state the number
of shares of Common Stock to which the Option relates.

            (b) Type of Option.  Each Option Agreement shall  specifically state
that the Option constitutes a Nonqualified Stock Option.

            (c) Option  Price.  Each  Option  Agreement  shall  state the Option
Price,  which  shall not be less  than one  hundred  percent  (100%) of the Fair
Market Value of the shares of Common Stock  covered by the Option on the date of
grant.  The Option Price shall be subject to adjustment as provided in Section 9
hereof.  The date as of which the Board and/or the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such Option is
granted, unless such resolution specifies a different date.

            (d) Medium and Time of  Payment.  The Option  Price shall be paid in
full, at the time of exercise, in cash.

            (e) Exercise  Schedule and Period of Options.  Each Option Agreement
shall  provide the exercise  schedule for the Option as  determined by the Board
and/or the Committee;  provided,  however,  that, the Board and/or the Committee
shall have the authority to accelerate  the  exercisability  of any  outstanding
Option at such time and under such  circumstances as it, in its sole discretion,
deems appropriate.  The exercise period shall be ten (10) years from the date of
the grant of the Option  unless  otherwise  determined  by the Board  and/or the
Committee.  The  exercise  period  shall be subject to  earlier  termination  as
provided in Sections 6(f) and 6(g) hereof. An Option may be exercised, as to any
or  all  full  shares  of  Common  Stock  as to  which  the  Option  has  become
exercisable,  by written notice  delivered in person or by mail to the Secretary
of the Company,  specifying the number of shares of Common Stock with respect to
which the Option is being exercised.

            (f)  Termination.  Except as  provided in this  Section  6(f) and in
Section 6(g) hereof, an Option may not be exercised unless an Optionee who is an
independent sales agent, the Optionee is then providing  services to the Company
in such  capacity.  In the  event  that  the  services  of an  Optionee  as a an
independent sales agent shall cease (other than by reason of death,  Disability,
or Cause), all Options of such Optionee that are exercisable at the time of such
termination  may,  unless earlier  terminated in accordance with their terms, be
exercised  within ninety (90) days after the date of such termination or service
(or such different period as the Board and/or the Committee shall prescribe).

            (g) Death or Disability of Optionee.  If an Optionee shall die while
affiliated  with the Company or a  Subsidiary,  or within ninety (90) days after
the date of  termination  of such  Optionee's  affiliation  with the Company (or
within such different period as the Board and/or the Committee may have provided
pursuant to Section 6(f) hereof),  or if the  Optionee's  service shall cease by
reason of Disability,  all Options  theretofore granted to such Optionee (to the
extent otherwise  exercisable) may, unless earlier terminated in accordance with
their terms,  be exercised  by the Optionee or by his  beneficiary,  at any time
within one year after the death or Disability of the Optionee (or such different
period as the Committee  shall  prescribe).  In the event that an Option granted
hereunder  shall be  exercised  by the legal  representatives  of a deceased  or
former  Optionee,  written  notice of such exercise  shall be  accompanied  by a
certified copy of letters  testamentary or equivalent proof of the right of such
legal representative to exercise such Option. Unless otherwise determined by the
Committee,  Options not  otherwise  exercisable  on the date of  termination  of
employment shall be forfeited as of such date.

            (h) Other Provisions.  The Option Agreements evidencing awards under
the Plan shall contain such other terms and conditions not inconsistent with the
Plan as the Board and/or the Committee may  determine,  including  penalties for
the commission of competitive acts.

      7.    Effect of Certain Changes.

            (a) In the  event of any  extraordinary  dividend,  stock  dividend,
recapitalization,   merger,  consolidation,   stock  split,  warrant  or  rights
issuance,   or  combination  or  exchange  of  such  shares,  or  other  similar
transactions, each of the number of shares of Common

Stock  available for awards,  the number of such shares  covered by  outstanding
awards, and the price per share of Options,  as appropriate,  shall be equitably
adjusted by the  Committee  to reflect such event and preserve the value of such
awards.

            (b) Upon the occurrence of a Change in Control,  each Option granted
under the Plan and then  outstanding  but not yet  exercisable  shall  thereupon
become fully exercisable.

      8.    Surrender and Exchange of Awards.

            The Board and/or the Committee may permit the voluntary surrender of
all or a portion of any  Option  granted  under the Plan or any  option  granted
under any other plan,  program or  arrangement  of the Company or any Subsidiary
("Surrendered Option"), to be conditioned upon the granting to the Optionee of a
new  Option  for the same  number of shares of Common  Stock as the  Surrendered
Option,  or may require such voluntary  surrender as a condition  precedent to a
grant of a new Option to such  Optionee.  Subject to the provisions of the Plan,
such new Option shall be an Nonqualified  Stock Option, and shall be exercisable
at the price,  during such period and on such other terms and  conditions as are
specified  by the  Board  and/or  the  Committee  at the time the new  Option is
granted.

      9.    Period During Which Awards May Be Granted.

            Awards may be granted  pursuant to the Plan from time to time within
a period  of ten (10)  years  from the date the Plan is  adopted  by the  Board,
unless the Board shall terminate the Plan at an earlier date or extend its term.

      10.   Nontransferability of Awards.

            Except as otherwise  determined  by the  Committee,  awards  granted
under the Plan shall not be  transferable  otherwise than by will or by the laws
of descent and distribution,  and awards may be exercised or otherwise realized,
during the lifetime of the Optionee,  only by the Optionee or by his guardian or
legal representative.

      11.   Agreement by Optionee Regarding Withholding Taxes.

            If the Committee  shall so require,  as a condition of exercise of a
Nonqualified  Stock Option (a "Tax Event"),  each  Optionee  shall agree that no
later than the date of the Tax Event,  such  Optionee will pay to the Company or
make  arrangements  satisfactory  to  the  Committee  regarding  payment  of any
federal,  state or local taxes of any kind  required by law to be withheld  upon
the Tax Event.  Alternatively,  the  Committee may provide that such an Optionee
may elect,  to the extent  permitted  or  required  by law,  to have the Company
deduct federal, state and local taxes of any kind required by law to be withheld
upon the Tax Event from any payment of any kind due the  Optionee.  Any decision
made by the  Committee  under this Section 11 shall be in the  Committee's  sole
discretion.

      12.   Amendment and Termination of the Plan.

            The Board at any time and from time to time may suspend,  terminate,
modify  or amend the Plan.  Except  as  provided  in  Section  7(a)  hereof,  no
suspension,  termination,  modification  or amendment of the Plan may  adversely
affect any award previously granted,  unless the written consent of the Optionee
is obtained.

      13.   Rights as a Shareholder.

            An  Optionee or a  transferee  of an award shall have no rights as a
shareholder  with  respect to any shares  covered by the award until the date of
the issuance of a stock  certificate to him for such shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other  property)  or  distribution  of other rights for which the record date is
prior to the date such  stock  certificate  is  issued,  except as  provided  in
Section 7(a) hereof.

      14.   No Rights to Service as an Iindependent Sales Agent, or Otherwise.

            Nothing  in the Plan or in any award  granted or  Agreement  entered
into  pursuant  hereto  shall confer upon any Optionee the right to an continued
affiliation with Company or any Subsidiary or to be entitled to any remuneration
or benefits not set forth in the Plan or such  Agreement or to interfere with or
limit in any way the right of the Company or any such  Subsidiary  to  terminate
such Optionee's service.

      15.   Beneficiary.

            An Optionee may file with the Board  and/or the  Committee a written
designation  of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such  designation.  If no designated
beneficiary  survives  the  Optionee,  the  executor  or  administrator  of  the
Optionee's estate shall be deemed to be the Optionee's beneficiary.

      16.   Governing Law.

            The Plan and all  determinations  made and  actions  taken  pursuant
hereto shall be governed by the laws of the State of Delaware.

 

Basic Info X:

Name: 2005 INDEPENDENT SALES AGENTS' STOCK OPTION PLAN
Type: Stock Option Plan
Date: March 29, 2007
Company: AUTOINFO INC
State: Delaware

Other info: