2006 INDEPENDENT SALES AGENTS STOCK OPTION PLAN

 EXHIBIT 10V

                                 AUTOINFO, INC.

                 2006 INDEPENDENT SALES AGENTS STOCK OPTION PLAN

      1.    Purpose; Types of Awards; Construction.

            The purpose of the AutoInfo, Inc. 2006 Independent Sales Agent Stock
Option Plan (the "Plan") is to align the interests of  independent  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
Company 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 Exchange Act (as defined below)
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 (as defined below) 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 to substantially perform his duties and obligations to the Company or a
Subsidiary (as defined below),  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 or without  reasonable  belief that his action or omission
was in the best interest of the Company. The Committee (as defined below) or the
Board,  as the case may be, 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  Exchange  Act (as  defined
      below)),  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

                  (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  one-half (1/2) 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 60% 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  60% 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 60% 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,  $.001 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) ""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.

            (i) "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.

            (j) "Nonqualified  Option" shall mean an Option that is not intended
to qualify as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.

            (k) "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.

            (l) "Optionee" shall mean a person who receives a grant of an Option
under the Plan.

            (m) "Option  Price"  shall mean the  exercise  price of an Option to
purchase a share of Common Stock covered by such Option.

            (n) "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.

            (o) "Plan" shall mean this  AutoInfo,  Inc. 2006  Independent  Sales
Agent Stock Option Plan.

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

            All  determinations  of the Board or the Committee,  as the case may
be,  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 Board or the Committee,  as the case may be, 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  Board or the

Committee,  as  the  case  may  be,  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 Seven  Million  (7,000,000),  subject  to
adjustment  as  provided  in Section 7 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.  The Company,  during the term of this Plan,  will at
all times  reserve and keep  available  such number of shares of Common Stock as
shall be sufficient to satisfy the requirements of the Plan.

            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 Board or
the  Committee,  as the case may be,  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 Agreement:

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

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

            (c) Option Price. Each Agreement shall state the Option Price, which
shall not be less than one hundred and fifteen percent (115%) of the Fair Market
Value per share of Common Stock covered by the Option on the date of grant.  The
Option Price shall be subject to adjustment as provided in Section 7 hereof. The
date as of which  the  Board  or the  Committee,  as the  case may be,  adopts a
resolution  expressly  granting an Option shall be  considered  the day on which
such Option is granted, unless such resolution specifies a later date.

            (d) Exercise  Schedule and Period of Options.  Each Agreement  shall
provide the exercise  schedule for the Option as  determined by the Board or the
Committee,  as the  case  may be;  provided,  however,  that,  the  Board or the
Committee,  as the case may be,  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 or the  Committee,  as the case may be.  The
exercise period shall be subject to earlier  termination as provided in Sections
6(f),  6(g) and 6(h) 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 Chief  Financial  Officer of the Company,
specifying the number of shares of Common Stock with respect to which the Option
is being exercised.

            (e) Medium and Time of Payment.  The Option Price  multiplied by the
number of shares of Common  Stock  exercised  by the  Optionee  shall be paid in
full, at the time of exercise, in cash.

            (f)  Termination.  Except as  provided in this  Section  6(f) and in
Sections 6(g) and 6(h) hereof, an Option may not be exercised unless an Optionee
is then providing  services to the Company as an independent sales agent. In the
event that the services of an Optionee as an independent sales agent shall cease
(other than by reason of death 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  of service (or such  different  period as the Board or the
Committee, as the case may be, shall prescribe).

            (g) Death of  Optionee.  If an Optionee  shall die while  affiliated
with the  Company  or a  Subsidiary,  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's beneficiary,  at any
time within one year after the death of the Optionee (or such  different  period
as the Board or the  Committee,  as the case may be,  shall  prescribe).  In the
event  that  an  Option  granted  hereunder  shall  be  exercised  by the  legal
representatives  of a  deceased,  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  Board or the  Committee,  as the case  may be,  Options  not
otherwise  exercisable  on the  date  of  termination  of  affilation  shall  be
forfeited as of such date.

            (h)  Termination  for Cause.  In the event that the  services  of an
Optionee as an  independent  sales  agent shall cease for 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 thirty
(30) days  after the date of such  termination  of  service  (or such  different
period as the Board or the Committee, as the case may be, shall prescribe).

            (i) Other Provisions.  The Agreements shall contain such other terms
and conditions not inconsistent with the Plan as the Board or the Committee,  as
the case may be,  may  determine,  including  penalties  for the  commission  of
competitive acts.

      7.    Effect of Certain Changes.

            (a) In the event of any stock  dividend,  recapitalization,  merger,
consolidation,  stock split, 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 Option
Price,  as  appropriate,  shall  be  equitably  adjusted  by  the  Board  or the
Committee,  as the case may be, 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 or the  Committee,  as the case may be,  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 a 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 or the  Committee,  as the case may be,
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 Board or the Committee, as the
case may be, 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 Board or the Committee, as the case may be, 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 Board or the
Committee,  as the case may be, regarding payment of any federal, state or local
taxes  of  any  kind  required  by  law  to be  withheld  upon  the  Tax  Event.
Alternatively,  the Board or the Committee, as the case may be, 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 Stockholder.

      An  Optionee  or a  transferee  of an  award  shall  have no  rights  as a
stockholder  with  respect to any shares  covered by the award until the date of
the issuance of a stock certificate to such 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 Independent 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 or the  Committee,  as the case
may be, a written designation of a beneficiary on such form as may be prescribed
by the Board or the  Committee,  as the case may be, 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.

      17.   Other Compensation Plans.

            The  adoption of the Plan shall not affect any other stock option or
other compensation plans in effect for the Company or any Subsidiary,  nor shall
the Plan preclude the Company from  establishing any other forms of incentive or
other compensation plans.

      18.   Singular, Plural; Gender.

            Whenever  used  herein,  nouns in the  singular  shall  include  the
plural, and the masculine pronoun shall include the feminine gender.

      19.   Headings, Etc., No Part of Plan.

            Headings  of  Sections  hereof  are  inserted  for  convenience  and
reference; they constitute no part of the Plan.

 

Basic Info X:

Name: 2006 INDEPENDENT SALES AGENTS STOCK OPTION PLAN
Type: Stock Option Plan
Date: March 29, 2007
Company: AUTOINFO INC
State: Delaware

Other info: