EXHIBIT
      4.1

     

     

    
      
        

      

    

    
      	 	
               SPICY
                PICKLE FRANCHISING,
                INC.

            	 
	 	 	 
	 	
               2006
                STOCK OPTION
                PLAN

            	 


    

    
      
 

    Adopted
      by the Resolution of the Directors on September 29, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SPICY
      PICKLE FRANCHISING, INC.

    2006
      STOCK OPTION PLAN

     

    
      	1.  
               	
              Purpose.

            


    

    


    The
      purpose of this Plan is to advance the interests of the Company and its
      stockholders by helping
      the Company obtain and retain the services of employees, officers, consultants,
      and
      directors, upon whose judgment, initiative and efforts the Company is
      substantially dependent,
      and to provide those persons with further incentives to advance the interests
      of
      the
      Company.

    


    


    
      	2.  
               	
              Certain
                Definitions.

            


    

    


    Unless
      the context otherwise requires, the following defined terms (together with
      other capitalized terms
      defined elsewhere in this Plan) will govern the construction of this Plan,
      and
      of any stock option agreements entered into pursuant to this Plan:

    


    
      	(a) 	
              “10%
                Stockholder” means a person who owns, either directly or indirectly by
                virtue of the ownership attribution provisions set forth in Section
                424(d)
                of the Code at the time he or she is granted an Option, stock possessing
                more than ten percent (10%) of the total combined voting power or
                value of
                all classes of stock of the Company and/or of its
                subsidiaries;

            


    

    


    
      	(b) 	
              “1933
                Act” means the federal Securities Act of 1933, as
                amended;

            


    

    


    
      	(c) 	
              “Board”
                means the Board of Directors of the
                Company;

            


    

    


    
      	(d) 	
              “Called
                for under an Option,” or words to similar effect, means issuable pursuant
                to the exercise of an Option;

            


    

    


    
      	(e) 	
              “Code”
                means the Internal Revenue Code of 1986, as amended (references herein
                to
                Sections of the Code are intended to refer to Sections of the Code
                as
                enacted at the time of
                this Plan’s adoption by the Board and as subsequently amended, or to any
                substantially similar successor provisions of the Code resulting
                from
                recodification, renumbering or
                otherwise);

            


    

    


    
      	(f) 	
              “Committee”
                means a committee of two or more Disinterested Directors, appointed
                by
                the
                Board, to administer and interpret this Plan; provided that the term
                “Committee” will refer to the Board during such times as no Committee is
                appointed by the Board;

            


    

    


    
      	(g) 	
              “Company”
                means Spicy Pickle Franchising, Inc., a Colorado
                corporation;

            


    

    


    
      	(h) 	
              “Disability”
                has the same meaning as “permanent and total disability,” as defined in
                Section
                22(e)(3) of the Code;

            


    

    


    
      	(i) 	
              “Disinterested
                Director” means a member of the Board who is not during the period of
                one
                year prior to his or her service as an administrator of the Plan,
                or
                during the period of such service, granted or awarded Stock, options
                to
                acquire Stock, or similar equity securities of the Company under
                this Plan
                or any similar plan of the Company, other than the grant of a Formula
                Option pursuant to section 6(m) of this
                Plan;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(j)  	
              “Eligible
                Participants” means persons who, at a particular time, are employees,
                officers, consultants, or directors of the Company or its
                subsidiaries;

            


    

    


    
      	(k) 	
              “Fair
                Market Value” means, with respect to the Stock and as of the date an ISO
                or a Formula Option is granted hereunder, the market price per share
                of
                such Stock determined by the Committee, consistent with the requirements
                of Section 422 of the Code and to the extent consistent therewith,
                as
                follows:

            


    

    


    
      	(i)  	
              If
                the Stock was traded on a stock exchange on the date in question,
                then the
                Fair Market Value will be equal to the closing price reported by
                the
                applicable composite-transactions report for such
                date;

            


    

    


    
      	(ii)  	
              If
                the Stock was traded over-the-counter on the date in question and
                was
                classified as a national market issue, then the Fair Market Value
                will be
                equal to the last-transaction price quoted by the NASDAQ system for
                such
                date;

            


    

    


    
      	(iii)  	
              If
                the Stock was traded over-the-counter on the date in question but
                was not
                classified
                as a national market issue, then the Fair Market Value will be equal
                to
                the
                average of the last reported representative bid and asked prices
                quoted by
                the NASDAQ system for such date;
                and

            


    

    


    
      	(iv)  	
              If
                none of the foregoing provisions is applicable, then the Fair Market
                Value
                will be
                determined by the Committee in good faith on such basis as it deems
                appropriate.

            


    

    


    
      	(l) 	
              “Formula
                Option” means an NSO granted to members of the Committee pursuant to
                section 6(m) hereof;

            


    

     

    
      	(m) 	
              “ISO”
                has the same meaning as “incentive stock option,” as defined in Section
                422 of the Code;

            


    

     

    
      	(n) 	
              “Just
                Cause Termination” means a termination by the Company of an Optionee’s
                employment
                by and/or service to the Company (or if the Optionee is a director,
                removal of
                the Optionee from the Board by action of the stockholders or, if
                permitted
                by applicable law
                and the by-laws of the Company, the other directors), in connection
                with
                the good faith
                determination of the Company’s board of directors (or of the Company’s
                stockholders if the Optionee is a director and the removal of the
                Optionee
                from the Board is by action of the stockholders, but in either case
                excluding the vote of the Optionee if he or she is a director
                or a stockholder) that the Optionee has engaged in any acts involving
                dishonesty or
                moral turpitude or in any acts that materially and adversely affect
                the
                business, affairs or reputation of the Company or its
                subsidiaries;

            


    

     

    
      	(o) 	
              “NSO”
                means any option granted under this Plan whether designated by the
                Committee as a “non-qualified stock option,” a “non-statutory stock
                option” or otherwise, other than an option designated by the Committee as
                an ISO, or any option so designated but which, for any reason, fails
                to
                qualify as an ISO pursuant to Section 422 of the Code and the rules
                and
                regulations thereunder;

            


      	
            	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(p) 	
              “Option”
                means an option granted pursuant to this Plan entitling the option
                holder
                to acquire
                shares of Stock issued by the Company pursuant to the valid exercise
                of
                the option;

            


    

    


    
      	(q) 	
              “Option
                Agreement” means an agreement between the Company and an Optionee, in form
                and
                substance satisfactory to the Committee in its sole discretion, consistent
                with this Plan;

            


    

    


    
      	(r ) 	
              “Option
                Price” with respect to any particular Option means the exercise price at
                which the Optionee may acquire each share of the Option Stock called
                for
                under such Option;

            


    

    


    
      	(s) 	
              “Option
                Stock” means Stock issued or issuable by the Company pursuant to the valid
                exercise of an Option;

            


    

    


    
      	(t) 	
              “Optionee”
                means an Eligible Participant to whom Options are granted hereunder,
                and
                any transferee thereof pursuant to a Transfer authorized under this
                Plan;

            


    

    


    
      	(u) 	
              “Plan”
                means this 2006 Stock Option Plan of the
                Company;

            


    

    


    
      	(v ) 	
              “QDRO”
                has the same meaning as “qualified domestic relations order” as defined in
                Section 414(p) of the Code;

            


    

     

    
      	(w) 	
              “Stock”
                means shares of the Company’s Common Stock, $0.001 par
                value;

            


    

     

    
      	(x) 	
              “Subsidiary”
                has the same meaning as “Subsidiary Corporation” as defined in Section
                424(f) of the Code;

            


    

    


    
      	(y) 	
              “Transfer,”
                with respect to Option Stock, includes, without limitation, a voluntary
                or
                involuntary sale, assignment, transfer, conveyance, pledge, hypothecation,
                encumbrance, disposal,
                loan, gift, attachment or levy of such Option Stock, including without
                limitation an assignment
                for the benefit of creditors of the Optionee, a transfer by operation
                of
                law, such as
                a transfer by will or under the laws of descent and distribution,
                an
                execution of judgment
                against the Option Stock or the acquisition of record or beneficial
                ownership thereof by a lender or creditor, a transfer pursuant to
                a QDRO,
                or to any decree of divorce, dissolution or separate maintenance,
                any
                property settlement, any separation agreement or any other agreement
                with
                a spouse (except for estate planning purposes) under which a part
                or all
                of the shares of Option Stock are transferred or awarded to the spouse
                of
                the Optionee or are required to be sold; or a transfer resulting
                from the
                filing by the Optionee of a petition for
                relief, or the filing of an involuntary petition against such Optionee,
                under the bankruptcy
                laws of the United States or of any other
                nation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	3.  
               	
              Eligibility.

            


    

    


    The
      Company may grant Options under this Plan only to persons who are Eligible
      Participants as of
      the time
      of such grant. Subject to the provisions of sections 4(d), 5 and 6 hereof,
      there
      is no limitation on the number of Options that may be granted to an Eligible
      Participant.

     

    
      	4.  
               	
              Administration.

            


    

    


    
      	(a) 	
              Committee.
                The
                Committee, if appointed by the Board, will administer this Plan.
                If the
                Board,
                in its discretion, does not appoint such a Committee, the Board itself
                will administer
                this Plan and take such other actions as the Committee is authorized
                to
                take hereunder; provided that the Board may take such actions hereunder
                in
                the same manner as the Board may take other actions under the Company’s
                Articles of Incorporation and By-laws
                generally.

            


    

    


    
      	(b) 	
              Authority
                and Discretion of Committee. The
                Committee will have full and final authority in its discretion, at
                any
                time and from time to time, subject only to the express terms, conditions
                and other provisions of the Company’s Articles of incorporation, by-laws
                and this Plan, and the specific limitations on such discretion set
                forth
                herein:

            


    

    


    
      	(i) 	
              to
                select and approve the persons who will be granted Options under
                this Plan
                from
                among the Eligible Participants, and to grant to any person so selected
                one or
                more Options to purchase such number of shares of Option Stock as
                the
                Committee may determine;

            


    

    


    
      	(ii) 	
              to
                determine the period or periods of time during which Options may
                be
                exercised,
                the Option Price and the duration of such Options, and other matters
                to be
                determined by the Committee in connection with specific Option grants
                and
                Options Agreements as specified under this
                Plan;

            


    

     

    
      	(iii) 	
              to
                interpret this Plan, to prescribe, amend and rescind rules and regulations
                relating
                to
                this Plan, and to make all other determinations necessary or advisable
                for
                the operation and administration of this Plan;
                and

            


    

     

    
      	(iv) 	
              to
                delegate all or a portion of its authority under subsections (i)
                and (ii)
                of this section
                4(b) to one or more directors of the Company who are executive
                officers
                of
                the Company, but only in connection with Options granted to Eligible
                Participants
                who are not subject to the reporting and liability provisions of
                Section
                16
                of the Securities Exchange Act of 1934, as amended, and the rules
                and
                regulations
                thereunder, and subject to such restrictions and limitations (such
                as
                the aggregate
                number of shares of Option Stock called for by such Options that
                may
                be
                granted) as the Committee may decide to impose on such delegate
                directors.

            


    

    


    
      	(c) 	
              Limitation
                on Authority. Notwithstanding
                the foregoing, or any other provision of this Plan, the Committee
                will
                have no authority:

            


    

    


    
      	(i)  	
              to
                grant Options to any of its members, whether or not approved by the
                Board;
                and

            


    

    


    
      	(ii)  	
              to
                determine any matters, or exercise any discretion, in connection
                with the
                Formula
                Options under section 6(m) hereof, to the extent that the power to
                make
                such determinations or to exercise such discretion would cause one
                or more
                members
                of the Committee no longer to be “Disinterested Directors” within
                the
                meaning of section 2(i) above.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(d) 	
              Designation
                of Options. Except
                as otherwise provided herein, the Committee will designate
                any Option granted hereunder either as an ISO or as an NSO. To the
                extent
                that the
                Fair Market Value (determined at the time the Option is granted)
                of Stock
                with respect to
                which all ISOs are exercisable for the first time by any individual
                during
                any calendar
                year (pursuant to this Plan and all other plans of the Company and/or
                its
                subsidiaries) exceeds $100,000, such option will be treated as an
                NSO.
                Notwithstanding the general eligibility
                provisions of section 3 hereof, the Committee may grant ISOs only
                to
                persons
                who are employees of the Company and/or its
                subsidiaries.

            


    

    


    
      	(e) 	
              
                Option
                  Agreements. Options
                  will be deemed granted hereunder only upon the execution and
                  delivery of an Option Agreement by the Optionee and a duly authorized
                  officer of theCompany.
                  Options will not be deemed granted hereunder merely upon the authorization
                  of
                  such grant by the
                  Committee.

              

            


    

     

     

    
      	5. 
                	
              Shares
                Reserved for Options.

            


    

    


    
      	(a) 	
              Option
                Pool. The
                aggregate number of shares of Option Stock that may be issued pursuant
                to the exercise of Options granted under this Plan will not exceed
                Seven
                Million
                Five Hundred Thousand (7,500,000) (the “Option Pool”), provided that such
                number will be increased by the number
                of shares of Option Stock that the Company subsequently may reacquire
                through repurchase
                or otherwise. Shares of Option Stock that would have been issuable
                pursuant
                to
                Options, but that are no longer issuable because all or part of those
                Options have terminated
                or expired, will be deemed not to have been issued for purposes of
                computing
                the number of shares of Option Stock remaining in the Option Pool
                and
                available for issuance.

            


    

    


    
      	(b) 	
              Adjustments
                Upon Changes in Stock. In
                the event of any change in the outstanding Stock of the Company as
                a
                result of a stock split, reverse stock split, stock dividend, recapitalization,
                combination or reclassification, appropriate proportionate adjustments
                will be
                made in:

            


    

    


    
      	(i)  	
              the
                aggregate number of shares of Option Stock in the Option Pool that
                may be
                issued pursuant to the exercise of Options granted
                hereunder;

            


    

    


    
      	(ii)  	
              the
                Option Price and the number of shares of Option Stock called for
                in each
                outstanding Option granted hereunder;
                and

            


    

     

    
      	(iii) 	
              other
                rights and matters determined on a per share basis under this Plan
                or any
                Option Agreement hereunder. Any such adjustments will be made only
                by the
                Board,
                and when so made will be effective, conclusive and binding for all
                purposes
                with respect to this Plan and all Options then outstanding. No such
                adjustments will be required by reason of the issuance or sale by
                the
                Company for cash or other
                consideration of additional shares of its Stock or securities convertible
                into or
                exchangeable for shares of its
                Stock.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	6.  
               	
              Terms
                of Stock Option
                Agreements.

            


    

    


    Each
      Option granted pursuant to this Plan will be evidenced by an agreement (an
      “Option Agreement”)
      between the Company and the person to whom such Option is granted, in form
      and
      substance satisfactory to the Committee in its sole discretion, consistent
      with
      this Plan. Without limiting
      the foregoing, each Option Agreement (unless otherwise stated therein) will
      be
      deemed to
      include
      the following terms and conditions:

    


    
      	(a) 	
              Covenants
                of Optionee. At
                the discretion of the Committee, the person to whom an Option
                is granted hereunder, as a condition to the granting of the Option,
                must
                execute and deliver
                to the Company a confidential information agreement approved by the
                Committee. Nothing
                contained in this Plan, any Option Agreement or in any other agreement
                executed in
                connection with the granting of an Option under this Plan will confer
                upon
                any Optionee
                any right with respect to the continuation of his or her status as
                an
                employee of, consultant or independent contractor to, or director
                of, the
                Company or its subsidiaries.

            


    

    


    
      	(b) 	
              Vesting
                Periods. Except
                as otherwise provided herein, each Option Agreement may specify the
                period
                or periods of time within which each Option or portion thereof will
                first
                become exercisable (the “Vesting Period”) with respect to the total number
                of shares of Option Stock called for thereunder (the “Total Award Option
                Stock”). Such Vesting Periods will be fixed by the Committee in its
                discretion, and may be accelerated or shortened by the Committee
                in its
                discretion.

            


    

    


    
      	(c) 	
              Exercise
                of the Option.

            


    

    


    
      	(i)  	
               Mechanics
                and Notice. An
                Option may be exercised to the extent exercisable (1) by
                giving written notice of exercise to the Company, specifying the
                number of
                full
                shares of Option Stock to be purchased and accompanied by full payment
                of
                the Option Price thereof and the amount of withholding taxes pursuant
                to
                subsection 6(c)(ii) below; and (2) by giving assurances satisfactory
                to
                the Company that the shares of Option Stock to be purchased upon
                such
                exercise are being purchased for investment and not with a view to
                resale
                in connection with any distribution of such shares in violation of
                the
                1933 Act; provided, however, that in the event the Option Stock called
                for
                under the Option is registered under the 1933 Act, or in the
                event resale of such Option Stock without such registration would
                otherwise be permissible,
                this second condition will be inoperative if, in the opinion of counsel
                for
                the Company, such condition is not required under the 1933 Act, or
                any
                other applicable law, regulation or rule of any governmental
                agency.

            


    

    


    
      	(ii)	
              Withholding
                Taxes. As
                a condition to the issuance of the shares of Option Stock upon full
                or
                partial exercise of an NSO granted under this Plan, the Optionee
                will pay
                to the Company in cash, or in such other form as the Committee may
                determine in its discretion, the amount of the Company’s tax withholding
                liability required in connection with such exercise. For purposes
                of this
                subsection 6(c)(ii), “tax withholding liability” will mean all federal and
                state income taxes, social security tax, and any other taxes applicable
                to
                the compensation income arising from the transaction required by
                applicable law to be withheld by the
                Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	(d) 	
              Payment
                of Option Price. Each
                Option Agreement will specify the Option Price with respect to the
                exercise of Option Stock thereunder, to be fixed by the Committee
                in its
                discretion, but in no event will the Option Price for an ISO granted
                hereunder be less than the Fair Market Value (or, in case the Optionee
                is
                a 10% Stockholder, one hundred ten percent (110%) of such Fair Market
                Value) of the Option Stock at the time such ISO is granted, and in
                no
                event will the Option Price for an NSO granted hereunder be less
                than
                eighty-five percent (85%) of Fair Market Value. The Option Price
                will be
                payable to the Company in United States dollars in cash or by check
                or,
                such other legal consideration as may be approved by the Committee,
                in its
                discretion.

            


    

    


    
      	(i)  	
              For
                example, the Committee, in its discretion, may permit a particular
                Optionee to pay
                all or a portion of the Option Price, and/or the tax withholding
                liability
                set forth
                in
                subsection 6(c)(ii) above, with respect to the exercise of an Option
                either by surrendering shares of Stock already owned by such Optionee
                or
                by withholding shares of Option Stock, provided that the Committee
                determines that the fair market value of such surrendered Stock or
                withheld Option Stock is equal to the corresponding portion of such
                Option
                Price and/or tax withholding liability, as the case may be, to be
                paid for
                therewith.

            


    

    


    
      	(ii)  	
              If
                the Committee permits an Optionee to pay any portion of the Option
                Price
                and/or
                tax withholding liability with shares of Stock with respect to the
                exercise of an
                Option (the “Underlying Option”) as provided in subsection 6(d)(i) above,
                then
                the Committee, in its discretion, may grant to such Optionee (but
                only if
                Optionee remains
                an Eligible Participant at that time) additional NSOs, the number
                of
                shares
                of
                Option Stock called for thereunder to be equal to all or a portion
                of the
                Stock so surrendered or withheld (a “Replacement Option”). Each
                Replacement Option will be evidenced by an Option Agreement. Unless
                otherwise set forth therein, each
                Replacement Option will be immediately exercisable upon such grant
                (without
                any Vesting Period) and will be coterminous with the Underlying Option.
                The Committee,
                in its sole discretion, may establish such other terms and conditions
                for
                Replacement Options as it deems
                appropriate.

            


    

    


    
      	(e) 	
              Termination
                of the Option. Except
                as otherwise provided herein, each Option Agreement will specify
                the
                period of time, to be fixed by the Committee in its discretion, during
                which the Option granted therein will be exercisable, not to exceed
                ten
                years from the date of grant in the case of an ISO (the “Option Period”);
                provided that the Option Period will not exceed five years from the
                date
                of grant in the case of an ISO granted to a 10%
                Stockholder. To the extent not previously exercised, each Option
                will
                terminate upon the
                expiration of the Option Period specified in the Option Agreement;
                provided, however,
                that each such Option will terminate, if
                earlier:

            


    

    


    
      	(i)	
              ninety
                days after the date that the Optionee ceases to be an Eligible Participant
                for any
                reason, other than by reason of death or disability or a Just Cause
                Termination;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              twelve
                months after the date that the Optionee ceases to be an Eligible
                Participant by reason of such person’s death or disability;
                or

            


    

    


    
      	(iii)  	
              immediately
                as of the date that the Optionee ceases to be an Eligible Participant
                by
                reason of a Just Cause Termination.

            


    

    


    In
      the
      event of a sale or all or substantially all of the assets of the Company, or
      a
      merger or consolidation
      or other reorganization in which the Company is not the surviving
      corporation,
      or in
      which the Company becomes a subsidiary of another corporation (any of the
foregoing
      events, a “Corporate Transaction”), then notwithstanding anything else herein,
      the right
      to
      exercise all then outstanding Options will vest immediately prior to such
      Corporate Transaction
      and will terminate immediately after such Corporate Transaction;
      provided, however,
      that if the Board, in its sole discretion, determines that such immediate
      vesting of the
      right
      to exercise outstanding Options is not in the best interests of the Company,
      then
      the
      successor corporation must agree to assume the outstanding Options or substitute
      therefor comparable options of such successor corporation or a parent or
      subsidiary of such successor corporation.

    


    
      	(f) 	
              Options
                Nontransferable. No
                Option will be transferable by the Optionee otherwise than
                by
                will or the laws of descent and distribution, or in the case of an
                NSO,
                pursuant to a QDRO.
                During the lifetime of the Optionee, the Option will be exercisable
                only
                by him or
                her, or the transferee of an NSO if it was transferred pursuant to
                a
                QDRO.

            


      	 	 


      	(g) 	
              Qualification
                of Stock. The
                right to exercise an Option will be further subject to the requirement
                that if at any time the Board determines, in its discretion, that
                the
                listing, registration
                or qualification of the shares of Option Stock called for thereunder
                upon
                any
                securities exchange or under any state or federal law, or the consent
                or
                approval of any governmental regulatory authority, is necessary or
                desirable as a condition of or in connection with the granting of
                such
                Option or the purchase of shares of Option Stock thereunder, the
                Option
                may not be exercised, in whole or in part, unless and until such
                listing,
                registration, qualification, consent or approval is effected or obtained
                free of any
                conditions not acceptable to the Board, in its
                discretion.

            


    

     

    
      	(h) 	
              Additional
                Restrictions on Transfer. By
                accepting Options and/or Option Stock under
                this Plan, the Optionee will be deemed to represent, warrant and
                agree as
                follows:

            


    

    


    
      	(i)	
              Securities
                Act of 1933. The
                Optionee understands that the shares of Option Stock have not been
                registered under the 1933 Act, and that such shares are not freely
                tradable and must be held indefinitely unless such shares are either
                registered
                under the 1933 Act or an exemption from such registration is available.
                The Optionee understands that the Company is under no obligation
                to
                register the shares of Option
                Stock.

            


    

    


    
      	(ii)	
              Other
                Applicable Laws. The
                Optionee further understands that Transfer of the Option Stock requires
                full compliance with the provisions of all applicable
                laws.

            


    

    


    
      	(iii)	
              Investment
                Intent. Unless
                a registration statement is in effect with respect to the sale of
                Option
                Stock obtained through exercise of Options granted hereunder: (1)
                Upon
                exercise of any Option, the Optionee will purchase the Option Stock
                for
                his or her own account and not with a view to distribution within
                the
                meaning of the 1933 Act, other than as may be effected in compliance
                with
                the 1933 Act and the rules and regulations promulgated thereunder;
                (2) no
                one else will have any beneficial
                interest in the Option Stock; and (3) he or she has no present intention
                of
                disposing of the Option Stock at any particular
                time.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(i) 	
              Compliance
                with Law. Notwithstanding
                any other provision of this Plan, Options may be
                granted pursuant to this Plan, and Option Stock may be issued pursuant
                to
                the exercise thereof
                by an Optionee, only after there has been compliance with all applicable
                federal and
                state securities laws, and all of the same will be subject to this
                overriding condition. The Company will not be required to register
                or
                qualify Option Stock with the Securities and Exchange
                Commission or any State agency, except that the Company will register
                with, or
                as
                required by local law, file for and secure an exemption from such
                registration requirements from, the applicable securities administrator
                and other officials of each jurisdiction
                in which an Eligible Participant would be granted an Option hereunder
                prior to
                such grant.

            


    

    


    
      	(j) 	
              Stock
                Certificates. Certificates
                representing the Option Stock issued pursuant to the exercise of
                Options
                will bear all legends required by law and necessary to effectuate
                this
                Plan’s provisions. The Company may place a “stop transfer” order against
                shares of the Option Stock until all restrictions and conditions
                set forth
                in this Plan and in the legends referred to in this section 6(k)
                have been
                complied with.

            


    

    


    
      	(k) 	
              Notices.
                Any
                notice to be given to the Company under the terms of an Option
                Agreement
                will be addressed to the Company at its principal executive office,
                Attention: Corporate Secretary, or at such other address as the Company
                may designate in writing. Any notice to be given to an Optionee will
                be
                addressed to the Optionee at the address provided to the
                Company by the Optionee. Any such notice will be deemed to have been
                duly
                given if
                and when enclosed in a properly sealed envelope, addressed as aforesaid,
                registered and deposited, postage and registry fee prepaid, in a
                post
                office or branch post office regularly
                maintained.

            


    

    


    
      	(l) 	
              Other
                Provisions. The
                Option Agreement may contain such other terms, provisions and conditions,
                including such special forfeiture conditions, rights of repurchase,
                rights
                of first refusal and other restrictions on Transfer of Option Stock
                issued
                upon exercise of any Options granted hereunder, not inconsistent
                with this
                Plan, as may be determined by the Committee in its sole
                discretion.

            


    

    


    
      	(m) 	
              Formula
                Options. [Reserved
                for future consideration]

            


    

     

    
      	7.  
               	
              Proceeds
                from Sale of Stock.

            


    

    


    Cash
      proceeds from the sale of shares of Option Stock issued from time to time upon
      the exercise of Options granted pursuant to this Plan will be added to the
      general funds of the Company and as such will be used from time to time for
      general corporate purposes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	8.  
               	
              Modification,
                Extension and Renewal of
                Options.

            


    

    


    Subject
      to the terms and conditions and within the limitations of this Plan, and except
      with respect to Formula Options, the Committee may modify, extend or renew
      outstanding Options granted under this Plan, or accept the surrender of
      outstanding Options (to the extent not theretofore exercised) and authorize
      the
      granting of new Options in substitution therefor (to the extent not theretofore
      exercised). Notwithstanding the foregoing, however, no modification of any
      Option will,
      without the consent of the holder of the Option, alter or impair any rights
      or
      obligations under
      any
      Option theretofore granted under this Plan.

    


    


    
      	9. 
                	
              Amendment
                and Discontinuance.

            


    

    


    The
      Board
      may amend, suspend or discontinue this Plan at any time or from time to time;
      provided that
      no
      action of the Board will cause ISOs granted under this Plan not to comply with
      Section 422
      of the
      Code unless the Board specifically declares such action to be made for that
      purpose and provided
      further that no such action may, without the approval of the stockholders of
      the
      Company,
      materially increase (other than by reason of an adjustment pursuant to section
      5(b) hereof) the maximum
      aggregate number of shares of Option Stock in the Option Pool that may be issued
      under Options
      granted pursuant to this Plan or materially increase the benefits accruing
      to
      Plan participants
      or
      materially modify eligibility requirements for the participants. Provided,
      further, that the provisions of section 6(m) hereof may not be amended more
      often than once during any six (6) month period, other than to comport with
      changes in the Code, the Employee Retirement Income Security
      Act, or the rules and regulations thereunder. Moreover, no such action may
      alter
      or impair
      any
      Option previously granted under this Plan without the consent of the holder
      of
      such Option.

    


    


    
      	10.  	
              Plan
                Compliance with Rule
                16b-3.

            


    

    


    With
      respect to persons subject to Section 16 of the Securities Exchange Act of
      1934,
      transactions under
      this plan are intended to comply with all applicable conditions of Rule 16b-
      3
      or its successors under
      the
      1934 Act. To the extent any provision of the plan or action by the plan
      administrators fails
      so to
      comply, it shall be deemed null and void, to the extent permitted by law and
      deemed advisable by the plan administrators.

    


    
      	11.  	
              Copies
                of Plan.

            


    

    


    A
      copy of
      this Plan will be delivered to each Optionee at or before the time he or she
      executes an
      Option
      Agreement.

     

    
      	Date Plan Adopted by Board
              of
              Directors: 	September 29,
              2006