X0202 4/A 2008-02-15 2008-02-20 0 0001071840 OCTILLION CORP OCTL 0001412437 CUCINELLI NICHOLAS S. 2638 LAPEER ROAD, SUITE #2 AUBURN HILLS MI 48326 1 1 0 0 PRESIDENT/CEO STOCK OPTIONS 4.21 2008-02-15 4 D 0 1500000 4.21 D 2017-09-04 COMMON 1500000 0 D STOCK OPTIONS 1.66 2008-02-15 4 A 0 1250000 1.66 A 2018-02-15 COMMON 1250000 1250000 D The 1,500,000 stock options granted September 4, 2007 were cancelled on February 15, 2008. The options vest as follows: (a) 300,000 vest and become exercisable in annual installments of 100,000 for three years, with the first 100,000 vesting on February 8, 2009. All unexercised Options, whether vested or not, expire immediately in the event that Mr. Cucinelli is removed from his position by the Board of Directors, shareholders or voluntarily resigns from his position; (b) 500,000 vest and become exercisable in the event that the Company, or any subsidiary thereof, with the prior approval of the Board of Directors: successfully executes any partnership agreement or joint-venture agreement of any technology under current or future development; or successfully completes the sale any subsidiary; or any technology under current or future development. All unexercised Options, whether vested or not, expire immediately in the event that Mr. Cucinelli is removed from his position by the Board of Directors, shareholders or voluntarily resigns from his position, and (c) 450,000 vest and become exercisable upon: commencing commercial sales of products derived from any technology under current or future development; or successfully achieving commercial gross annual sales exceeding $10,000,000 of those products and/or services which are not derived from technologies under current or future research and development by the Company; or successfully completing the sale of Octillion to a third party, subject to shareholder and Board of Directors approval. All unexercised Options, whether vested or not, expire immediately in the event that Mr. Cucinelli is removed from his position by the Board of Directors, shareholders or voluntarily resigns from his position. NICHOLAS CUCINELLI 2008-03-06