Exhibit 99.2

Bluehill ID AG Executive Share Option Plan (ESOP)

ARTICLE 1 - Purpose

The purpose of the Bluehill ID AG Stock Option Incentive Plan (the “Plan”) is:

(a) to align the interests of the executives and key employees with those of the shareholders of the Company;

(b) to provide selected executives, members of the Board and key employees as well as consultants with an opportunity to participate in ownership of the Company;

(c) to reward contributions to the long-term performance of the Company as reflected in the share price;

(d) enable the Company and its Subsidiaries to attract, retain and motivate highly qualified employees.

The terms of the Plan applicable in each country may vary where necessary or appropriate because of local laws or practice. Any such variation shall be documented in a country-specific Appendix, approved by the proper officer of the Company and attached to the Plan. Lack of a country specific plan does not necessarily imply that a country specific review has not been performed and the plan approved.

The decision to award grants and the setting of the terms of each grant are voluntary on the part of the Company and within the sole discretion of the Committee.

ARTICLE 2 - Effective Period of the Plan

The Plan is effective as of January 1, 2009, as approved by the Board. No grant will be made under the Plan after December 31, 2013. The Plan shall remain in effect until all Options granted under the Plan have been satisfied or expired.

ARTICLE 3 - Definitions

The following terms shall have the meaning described below when used in the Plan:

“Agreement(s)”	shall refer to the Stock Option Agreement(s) to be entered into Between the Company and a Participant specifying the terms of Awards made under the Plan.
“Award”	shall mean the grant of an Option under the Plan.
“Board”	shall mean the Board of Directors of the Company.
“Cause”	shall mean a Participant’s wilful misconduct or dishonesty which is directly and materially harmful to the business or reputation of the Company or any Subsidiary.
“Change in Control”	shall mean a fundamental change in the ownership structure of the Company. This is “Change in Control” as defined in Article 13.
“Committee”	shall mean the committee appointed by the Board to administer the Plain pursuant to Article 4.
“Company”	shall mean Bluehill ID AG a company limited by Shares, entered in the commercial register of St. Gallen under company number CH-320.3.061.004-0, having its registered office at Dufourstrasse 121, CH-9001 St. Gallen Switzerland.

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“Disability”	shall mean the inability of an individual to engage in any substantial gainful activity by reason of a physical or mental impairment which constitutes a permanent and total disability. Procedures for determining disability are defined under the provisions of the Company’s long-term disability insurance policies.
“Exercise Period”	shall mean the period during which a Participant may exercise Options.
“Exercise Price”	shall mean the price at which Shares may be purchased by exercising Options.
“Methods of Exercise”	shall mean any of the methods for exercising Options prescribed under Article 9.4.
“Option”	shall mean a right to purchase Shares under the terms of the Plan.
“Optionee”/”Participant”	shall mean an eligible person to whom an Award is made and who has accepted the Award by signing the Agreement.
“Plan”	shall mean this Plan document and Appendices, as amended from time to time.
“Shares”	shall mean the common shares of the Company, traded under the symbol BUQ.
“Plan Administrator”	shall mean the person(s) appointed by the Committee who are responsible for the administration of the Plan.
“Subsidiary”	shall mean any foreign or domestic corporation owned, in whole by the Company or in which the Company has a direct or indirect controlling interest of more than 50% voting rights and capital.
“Option Term”	shall mean the duration of an Option.
“Vesting Period”	shall mean the period during which an Option cannot be exercised.

ARTICLE 4 - Administration

The Board of Directors shall appoint not less than three people to the Committee.

Except as otherwise provided in the Plan, the Committee administers the Plan and has full power to construe and interpret the Plan, establish and amend rules and regulations for its administration, and perform all other acts relating to the Plan, including the delegation of administrative responsibilities that it believes reasonable and proper.

The Committee has authority to amend the terms of any Option issued without the necessity of obtaining approval of the shareholders. In particular, the Committee shall have the authority to

a) approve the eligible persons to whom Awards shall be granted.

b) approve whether and to what extent Awards are to be granted.

c) approve the number of Shares to be subject to each Award.

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d) determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award and to amend such terms and conditions.

The members of the Committee serve at the request of the Board, which has the power, at any time and from time to time, to remove members from the Committee and add members thereto.

The Committee shall appoint a Plan Administrator to carry out the daily administration of the Plan.

The Committee intends, but shall not be obliged, to have the Plan approved by local counsel and local tax authorities in the countries in which the plan is in force. Upon the instruction of the Committee the Plan Administrator may adapt the application of the Plan provisions where necessary to comply with legal and tax requirements of the individual countries in which the plan is in force.

All decisions made by the Committee shall be made by a majority of its members pursuant to the provisions of the Plan and related orders or resolutions of the Board of Directors shall be final, conclusive and binding on all persons, including the Company, stockholders, Employees, the Chief Executive Officer, Directors and beneficiaries of said persons.

The members of the Committee shall observe strict rules to avoid to the greatest extent possible any conflict of interest. To this effect they shall abstain from taking part in any decision which could affect their own personal interest.

ARTICLE 5 - Indemnification

In addition to other rights of indemnification the members of the Board, or of the Committee, or of the Plan Administrator or other appointed person may have, they shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Awards granted there under, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith, provided that upon the institution of any such action, suit or proceeding, a Committee or Board member or Plan Administrator or other appointed person shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee or Board member or Plan Administrator or other appointed person undertakes to handle and defend it on such person’s own behalf.

ARTICLE 6 - Shares subject to the Plan

The maximum aggregate number of shares in respect to which options may be granted under the Plan shall not exceed 4,000,000, subject to adjustment under Article 11, Adjustment in the Event of a Change in the Financial Structure of the Company.

If an option will terminate for any reason without having been exercised in full, the shares applicable to the unexercised portion of the option will become available for other Awards under this Plan, unless the Plan is then terminated.

ARTICLE 7 - Eligibility

Individuals eligible to participate in the Plan are:

• Members of the Board.

• Executives of the Company and its Subsidiaries.

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• Selected key employees of the Company and its Subsidiaries.

• Selected consultants of the Company and its Subsidiaries.

The individuals who shall receive Awards shall be approved by the Committee upon the nomination of the Chief Executive Officer of the Company.

Only the Board of Directors shall be entitled to nominate the Chief Executive Officer to receive Awards.

The Committee may also delegate to the Company’s Chief Executive Officer the power to select eligible persons and grant Awards, including Awards to new employees upon hire, subject to the limitations of the Plan. The grant of an Award does not give any rights to receive such Awards in the future.

ARTICLE 8 - General Terms of Awards

8.1 Awards

Awards under the Plan may consist of Qualified or Non-Qualified Options as determined and approved in any local country specific review and plan.

8.2 Agreement

Each Award shall be evidenced by an Agreement entered into by a Participant and the Company setting forth the terms and conditions as determined by the Committee which shall apply to such Award, in addition to the terms and conditions specified in the Plan.

8.3 Option Term

The Option Term shall not be more than five (5) years from the date the Option is granted.

8.4 Vesting Period

The Options granted shall be subject to a Vesting Period as defined in the Agreement. During the Vesting Period Options may not be exercised and are subject to forfeiture rules pursuant to Article 10.

After the end of the Vesting Period the Participant has the right to exercise the Options during the Exercise Period. The Exercise Period can be shortened based on the provisions of Article 10.

8.5 Expiration

At the end of the Option Term all unexercised Options expire without any compensation. No Option maybe exercised by any person after the expiration of the Option Term.

8.6 Transferability

The Options granted under the Plan are not transferable. During the whole Option Term the Participant may neither sell, donate or otherwise transfer the Options.

During the lifetime of the Participant, Options may be exercised only by the Participant.

8.7 Cost to Participant

The Awards to the Participants under the Plan are granted free of charge.

8.8 Tax and Social Security Contributions

Each Participant, who receives Options and acquires Shares under the Plan is responsible for the proper tax declarations and filings according to applicable law.

The Company shall have the right to withhold from a Participant’s salary upon any Award payment or exercise under the Plan an amount sufficient to cover withholding taxes or other charges related to the transaction as required by local legislation.

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The Company shall have the right to require the Participant to pay the Company a cash amount necessary to cover any required withholding taxes or other charges.

8.9 Legal Restrictions and Insider Trading

A Participant shall not dispose of Shares in violation of any applicable securities law or-stock market regulation, as the case may be.

If the shares to be obtained are quoted on a stock exchange, then the sale of Shares obtained under the Plan is subject to the terms of the Bluehill ID AG insider trading policy in force at the time. Subject to the foregoing, vested Options may be exercised at any time.

8.10 No Rights as Shareholder

No Optionee will have voting or other rights with respect to Shares subject to Options prior to purchase of such Shares.

8.11 No Right of Continued Employment

Neither the establishment of the Plan, nor the granting of Options, nor the payment of any benefits nor any action of the Company or any Subsidiary. the Board or the Committee relating to the Plan or to benefits shall be held or construed to confer upon any Participant any legal right to continue in the employment of the Company or any Subsidiary, or affect any right which the Company or any Subsidiary may have to terminate the employment of the Participant with or without cause, except as to any rights which may be expressly conferred upon such employee under the Plan and under his employment contract.

8.12 Other Benefit and Compensation Programs Payments and other benefits received by a Participant under the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of termination, indemnity or severance pay and shall not be included in or have any effect on the determination of benefits under any other employee benefit plan unless expressly so provided by such other plan or required by local legislation.

ARTICLE 9 - Grant and Exercise of Options

9.1 Exercise Price

The price at which Shares may be purchased upon exercise of a particular Award shall be determined by the Committee at the time of the Award and documented in the Agreement.

9.2 Period of Exercise of Options

The Options granted may be exercised after the Vesting Period pursuant to Article 8.4 until the end of the Option Term pursuant to Article 8.3 (Exercise Period).

The Options may be exercised at any time within the Exercise Period of the Option subject to limitations of the applicable securities law provisions and subject to the limitations which may be determined by the Board of Directors from time to time.

The Option Term and the Vesting Period for the Option will be documented in the Agreement.

The Committee may waive or amend such vesting requirements or modify the Option Term at any time at or after grant in whole or in part, based on such factors as the Committee shall determine at its sole discretion.

9.3.1 Limitation on Amounts Subject to Exercise

Vested Options may be exercised in whole or in part during the Option Term.

9.4 Method of Exercise

The Committee shall have authority to establish procedures under all methods, including the designation of a brokerage firm or firms through which exercises may be effected.

Options may be exercised according to the conditions specified in the Agreement by giving written notice of exercise to the Company to the address and in the form determined by the Committee.

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9.5 Method of Payment

No Shares shall be issued until full payment has been made.

Notice of exercise shall be accompanied by payment in full of the Exercise Price. Acceptable forms of payment (cheek, bank transfer, etc.) will be determined by the Company.

ARTICLE 10 - Termination of Employment

10.1 Applicability

Except as otherwise set forth in the Plan or as otherwise determined by the Committee or provided by the Committee in an applicable Agreement, in case of termination of employment with the Company the provisions indicated below shall apply. The Committee, at its sole discretion, may amend the conditions of an Award upon termination of employment.

10.2 Retirement

Upon termination of employment with the Company, as a result of retirement on or after attainment of retirement age pursuant to the applicable law or to a retirement plan or to a retirement agreement of the Company, the conditions as defined in the Agreement shall remain in force and not be subject to any change.

10.3 Disability

Upon termination of employment with the Company as a result of Disability, the conditions as defined in the Agreement shall remain in force and not be subject to any change.

10.4 Death

If a Participant’s employment with the Company terminates by reason of death, any exercisable Option held by such Participant may be exercised by the legal representative of the estate or the inheritors of the Participant within 12 months of the date of death or until the expiration of the Option Term, whichever period is shorter. For non-vested Options the Committee may allow an accelerated vesting. The inheritors shall produce written legal proof of their entitlement to the inheritance.

10.5 Reasons Other than Retirement, Disability, or Death

If a Participant’s employment with the Company terminates for any reason other than retirement, Disability or death, non-vested Options shall lapse without any right of compensation on the date of termination.

Options which are exercisable on the date of termination may be exercised according to the conditions below:

(a) Termination without Cause: If the Participant voluntarily terminates or is involuntarily terminated by the Company without Cause, the Participant may exercise Options which are exercisable on the date of termination within 90 days from the date of termination or, if earlier, until the expiration of the Option Term.

(b) Termination for Cause: If the employment is terminated for Cause, the Participant may exercise Options which are exercisable on the date of termination within 7 days from. the date of termination or, if earlier, until the expiration of the Option Term,

10.6 Transfer / Leave of Absence

A transfer of a Participant within the Company or a leave of absence, duly authorized in writing by the Company, for military service or sickness, or for any other purpose approved by the Company, shall not be deemed a termination of employment. If employment is terminated prior to the Participant’s return, then the above provisions of Article 10 are applicable.

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ARTICLE 11 - Adjustment in the Event of a Change in the Financial Structure of the Company

In the event that the Company shall decide upon any stock dividend, extraordinary cash dividend, recapitalisation, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Shares at a price substantially below fair market value, or other similar corporate event affects the Share such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in its sole discretion, and in such manner as it may deem equitable, adjust any or all of the number and kind of Shares subject to the Plan, the number and kind of Shares subject to outstanding Options and the Exercise Price with respect to any of the foregoing and/or, if deemed appropriate, make provision for a cash payment to a Participant or a person who has an outstanding Option.

ARTICLE 12 - Amendment and Termination of the Plan

The Board may amend, suspend or discontinue the Plan at any time at its discretion.

Amendment, suspension or discontinuance of the Plan shall be communicated by the Board to all Participants.

No such action shall materially adversely effect any right acquired by a Participant under an Award granted before the date of amendment, suspension, or discontinuation, unless otherwise agreed by the Participant or required as a matter of law.

Any adjustment for changes in capital structure under Article 11 is not considered to adversely affect any rights of a Participant under an Award.

ARTICLE 13 - Change in Control or Liquidation of the Company

In the case of a Change in Control, the conditions of outstanding Options may be adjusted by the Committee, as it deems appropriate in its sole discretion without the consent or approval of any Optionee.

Change of Control generally means but is not limited to:

a) the sale or lease or other transfer of all or substantially all of the assets of the Company,

b) the approval by the shareholders of any plan for the liquidation or dissolution of the Company,

c) approval by the shareholders of a merger or consolidation of the Company with or into any other corporation or the transfer of more than 50% of the then outstanding Shares of the Company.

ARTICLE 14 - Applicable Law and Choice of Jurisdiction

The Plan and any related document shall be governed by and construed in accordance with the laws of Switzerland. Any disputes arising under or in connection with the Plan shall be resolved by and subject to the exclusive jurisdiction of the courts of the city of St. Gallen, Switzerland.

ARTICLE 15

Approval

The Participant accepts the Options granted and the terms of the Plan including an appendices by signing the Agreement.

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The Plan has been approved by the Board at its meeting of September 16, 2009, and shall become effective on January 1, 2009.

/s/ Ayman S. Ashour	/s/ Werner Vogt
Ayman S. Ashour	Werner Vogt
President of the Board of Directors	Member of the Board of Directors
/s/ Daniel S. Wenzel	/s/ Cornelius Boersch
Daniel S. Wenzel	Dr. Cornelius Boersch
Vice-President of the Board of Directors	Member of the Board of Directors

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