PINPOINT
      RECOVERY SOLUTIONS CORP.

     

    STOCK
      OPTION PLAN

     

    
      	1.	
              Purpose

            


    

     

    The
      purpose of this plan (the "Plan") is to secure for Pinpoint Recovery Solutions
      Corp. (the "Company") and its stockholders the benefits arising from capital
      stock ownership by employees,
      officers, directors and consultants of the Company and its affiliated
      corporations who are
      expected to contribute to the Company's future growth and success. The Plan
      is
      also designed to attract
      and retain other persons who will provide services to the Company. Those
      provisions of the Plan
      which make express reference to Section 422 of the Internal Revenue Code of
      1986, as amended
      or replaced from time to time (the "Code"), shall apply only to Incentive Stock
      Options (as that
      term
      is defined in the Plan). The Plan was adopted by the Board of Directors of
      the
      Company (the
      "Board") on March 16, 2007, subject to the approval of the stockholders of
      the
      Company.

     

    
      	2.	
              Type
                of Options and
                Administration

            


    

     

    (a) Types
      of Options. Options
      granted pursuant to the Plan shall be authorized by
      action
      of the Board (or the committee appointed by the Board in accordance with Section
      2(b) below)
      and may be either incentive stock options ("Incentive Stock Options") intended
      to meet the requirements of Section 422 of the Code or non-statutory options
      which are not intended to meet the requirements
      of Section 422 of the Code ("Non-Qualified Options").

     

    (b) Administration.
      The
      Plan
      will be administered by the Board, or by a committee (the "Committee")
      consisting of two or more directors appointed by the Board, in each case
      whose construction and interpretation of the terms and provisions of the Plan
      shall be final and conclusive
      and binding upon the optionee and all other persons interested or claiming
      interests under
      the
      Plan. Notwithstanding the foregoing, if the Company is or becomes a corporation
      issuing
      any class of common equity securities required to be registered under section
      12
      of the Securities
      Exchange Act of 1934 (a "Reporting Company"), to the extent necessary to
      preserve any deduction under Section 162(m) of the Code or to comply with Rule
      16b-3 promulgated under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), or any successor rule
      ("Rule 16b-3"),
      any Committee appointed by the Board to administer the Plan shall be comprised
      of two or more
      directors each of whom shall be a "non-employee director," within the meaning
      of
      Rule 16b-3, and
      an
      "outside director," within the meaning of Treasury Regulation Section
      1.162-27(e)(3), (the "Committee")
      and the delegation of powers to the Committee shall be consistent with
      applicable laws
      and
      regulations (including, without limitation, applicable state law and Rule
      16b-3). The Board
      or
      Committee may in its sole discretion grant options to purchase shares of the
      Company's Common Stock, $.001 par value per share ("Common Stock"), and issue
      shares upon exercise of such options as provided in the Plan. The Board or
      Committee shall have authority, subject to the express
      provisions of the Plan, to construe the respective option agreements and the
      Plan; to prescribe,
      amend and rescind rules and regulations relating to the Plan; to determine
      the
      terms and

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    provisions
      of the respective option agreements, which need not be identical; and to make
      all other determinations
      in the judgment of the Board or Committee necessary or desirable for the
      administration of the Plan. The Board or Committee may correct any defect or
      supply any omission or
      reconcile any inconsistency in the Plan or in any option agreement in the manner
      and to the extent
      it
      shall deem expedient to carry the Plan into effect and it shall be the sole
      and
      final judge of such
      expediency. No director or person acting pursuant to authority delegated by
      the
      Board shall be liable
      for any action or determination under the Plan made in good faith.

     

    
      	3.	
              Eligibility

            


    

     

    Options
      may be granted to persons who are, at the time of grant, employees, officers,
      directors or consultants of the Company or any parent or subsidiary of the
      Company, as respectively defined in Sections 424(e) and 424(f) of the Code
      (each
      such parent and subsidiary of the Company hereinafter
      individually and collectively called an "Affiliate"), provided,
      that
      Incentive Stock Options
      may only be granted to individuals who are employees (within the meaning of
      Section 3401(c)
      of the Code) of the Company or any Affiliate. Options may also be granted to
      other persons,
      provided that such options shall be Non-Qualified Options. A person who has
      been
granted
      an option may, if he or she is otherwise eligible, be granted additional options
      if the Board or
      Committee shall so determine. Notwithstanding anything in the Plan to the
      contrary, if the Company
      is or becomes a Reporting Company, no employee of the Company or an Affiliate
      shall
      be
      granted options with respect to more than [20,000] shares of Common Stock during
      any calendar year.

     

    
      	4.	
              Stock
                Subject to Plan

            


    

     

    The
      stock
      subject to options granted under the Plan shall be shares of authorized but
      unissued or reacquired Common Stock. Subject to adjustment as provided in
      Section 15 below, the maximum
      number of shares of Common Stock of the Company which may be issued and sold
      under
      the
      Plan is [100,000] shares. If an option granted under the Plan shall expire,
      terminate or is cancelled
      for any reason without having been exercised in full, the unpurchased shares
      subject to such option shall again be available for subsequent option grants
      under the Plan.

     

    
      	5.	
              Forms
                of Option Agreements

            


    

     

    As
      a
      condition to the grant of an option under the Plan, each recipient of an option
      shall
      execute an option agreement in such form not inconsistent with the Plan and
      as
      may be approved
      by the Board or the Committee. The terms of such option agreements may differ
      among recipients.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	6.	
              Purchase
                Price

            


    

     

    (a) General.
      The
      purchase price per share of Common Stock issuable upon the exercise of an option
      shall be determined by the Board or the Committee at the time of grant of such
      option,
      provided,
      however, that
      the
      purchase price shall not be less than 100% of the Fair Market Value
      (as
      hereinafter defined) of such Common Stock at the time of grant of such option,
      or less than 110% of such Fair Market Value in the case of Incentive Stock
      Options granted to persons described
      in Section 11(b) of the Plan. "Fair Market Value" of a share of Common Stock
      of
      the Company
      as of a specified date for purposes of the Plan shall mean the average trading
      price of a share
      of
      the Common Stock on the principal securities exchange (including but not limited
      to The Nasdaq
      SmallCap Market or The Nasdaq National Market) on which such shares are traded
      on the day
      immediately preceding the date as of which Fair Market Value is being
      determined, or on the next
      preceding date on which such shares are traded if no shares were traded on
      such
      immediately preceding day, or if the shares are not traded on a securities
      exchange, Fair Market Value shall be determined
      in good faith by the Board by the reasonable application of a reasonable
      valuation method in accordance with Section 409A of the Code.

     

    (b) Payment
      of Purchase Price. Options
      granted under the Plan may provide for the payment of the exercise price by
      delivery of cash or a check to the order of the Company in an amount equal
      to
      the exercise price of such options, or by any other means (including, without
      limitation,
      cashless exercise) which the Board determines are consistent with the purpose
      of
      the Plan and
      with
      applicable laws and regulations (including, without limitation, the provisions
      of Rule 16b-3
      if the
      Company is or becomes a Reporting Company).

     

    
      	7.	
              Exercise
                Option Period

            


    

     

    Subject
      to earlier termination as provided in the Plan, each option and all rights
      thereunder shall expire on such date as determined by the Board or the Committee
      and set forth in the applicable option agreement, provided,
      that
      such
      date shall not be later than ten (10) years after the date on which the option
      is granted.

     

    
      	8.	
              Exercise
                of Options

            


    

     

    Each
      option granted under the Plan shall be exercisable either in full or in
installments
      at such time or times and during such period as shall be set forth in the option
      agreement
      evidencing such option, subject to the provisions of the Plan. Subject to the
      requirements in
      the
      immediately preceding sentence, if an option is not at the time of grant
      immediately exercisable,
      the Board or Committee may (i) in the agreement evidencing such option, provide
      for the
      acceleration of the exercise date or dates of the subject option upon the
      occurrence of specified events,
      and/or (ii) at any time prior to the complete termination of an option,
      accelerate the exercise date or dates of such option.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	9.	
              Nontransferability
                of Options

            


    

     

    No
      option
      granted under this Plan shall be assignable or otherwise transferable by
the
      optionee, except by will or by the laws of descent and distribution. An option
      may be exercised during
      the lifetime of the optionee only by the optionee.

     

    
      	10.	
              Effect
                of Termination of Employment or Other
                Relationship

            


    

     

    Except
      as
      provided in Section 11(d) of the Plan with respect to Incentive Stock
Options
      and except as may otherwise be determined by the Board or Committee at the
      date
      of grant of
      an
      option, and subject to the provisions of the Plan, an optionee may exercise
      an
      option at any time within three (3) months following the termination of the
      optionee's employment or other relationship
      with the Company and its Affiliates or within one (1) year if such termination
      was due to
      the
      death or disability (within the meaning of Section 22(e)(3) of the Code or
      any
      successor provisions
      thereto) of the optionee (to the extent such option is otherwise exercisable
      at
      the time of such
      termination) but in no event later than the expiration date of the option.
      Notwithstanding the foregoing
      and except as may otherwise be determined by the Board or Committee, if the
      termination
      of the optionee's employment is for cause or is otherwise attributable to a
      breach by the optionee
      of any employment, confidentiality, non-disclosure or similar agreement with
      the
Company
      or any of its Affiliates, the option shall expire immediately upon such
      termination. The Board
      shall have the power to determine, in its sole discretion, what constitutes
      a
      termination for cause
      or
      a breach of an employment, confidentiality, non-disclosure or similar agreement,
      whether an
      optionee has been terminated for cause or has breached such an agreement, and
      the date upon which
      such termination for cause or breach occurs. Any such determinations shall
      be
      final and conclusive
      and binding upon the optionee and all other persons interested or claiming
      interests under
      the
      Plan.

     

    
      	11.	
              Incentive
                Stock Options

            


    

     

    Options
      granted under the Plan which are intended to be Incentive Stock Options shall
      be
      subject to the following additional terms and conditions:

     

    (a) Express
      Designation. All
      Incentive Stock Options granted under the Plan shall,
      at
      the time of grant, be specifically designated as such in the option agreement
      covering such Incentive
      Stock Options.

     

    (b) 10%
      Shareholder. If
      any
      employee to whom an Incentive Stock Option is to be
      granted under the Plan is, at the time of the grant of such option, the owner
      of
      stock possessing more
      than
      10% of the total combined voting power of all classes of stock of the Company
      (after taking
      into account the attribution of stock ownership rules of Section 424(d) of
      the
      Code), then the following
      special provisions shall be applicable to the Incentive Stock Option granted
      to
      such individual:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (i) the
      purchase price per share of the Common Stock subject to such Incentive
      Stock Option shall not be less than 110% of the Fair Market Value of one share
      of Common
      Stock at the time of grant; and

     

    (ii) the
      option exercise period shall not exceed five (5) years from the date
      of
      grant.

     

    (c) Dollar
      Limitation. For
      so
      long as the Code shall so provide, options granted to
      any
      employee under the Plan (and any other incentive stock option plans of the
      Company) which are
      intended to constitute Incentive Stock Options shall not constitute Incentive
      Stock Options to the extent
      that such options, in the aggregate, become exercisable for the first time
      in
      any one calendar year for shares of Common Stock with an aggregate Fair Market
      Value, as of the respective date or dates
      of
      grant, of more than $100,000.

     

    (d) Termination
      of Employment, Death or Disability. No
      Incentive Stock Option
      may be exercised unless, at the time of such exercise, the optionee is, and
      has
      been continuously
      since the date of grant of his or her option, employed by the Company or its
      Affiliate, except
      that:

     

    (i) an
      Incentive Stock Option may be exercised within the period of three
      (3)
      months after the date the optionee ceases to be an employee of the Company
      or
      its Affiliate
      (or within such lesser period as may be specified in the applicable option
      agreement),
      to the extent it is otherwise exercisable at the time of such
      cessation,

     

    (ii) if
      the
      optionee dies while in the employ of the Company or its Affiliate,
      or within three (3) months after the optionee ceases to be such an employee,
      the
Incentive
      Stock Option may be exercised by the person to whom it is transferred by will
      or
      the laws of descent and distribution within the period of one (1) year after
      the
      date of death (or
      within such lesser period as may be specified in the applicable option
      agreement), to the extent
      it
      is otherwise exercisable at the time of the optionee's death, and

     

     (iii)
      if
      the optionee becomes disabled (within the meaning of Section 22(e)(3)
      of the Code or any successor provisions thereto) while in the employ of the
      Company
      or its Affiliate, the Incentive Stock Option may be exercised within the period
      of one
      (1)
      year after the date the optionee ceases to be such an employee because of such
      disability
      (or within such lesser period as may be specified in the applicable option
      agreement),
      to the extent it is otherwise exercisable at the time of such
      cessation.

     

    For
      all
      purposes of the Plan and any option granted hereunder, "employment" shall be
      defined in accordance
      with the provisions of Section 1.421-1(h) of the Treasury Regulations (or any
      successor regulations).
      Notwithstanding the foregoing provisions, no Incentive Stock Option may be
      exercised
      after its expiration date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	12.	
              Additional
                Provisions

            


    

     

    (a) Additional
      Option Provisions. The
      Board
      or the Committee may, in its sole discretion,
      include additional provisions in option agreements covering options granted
      under the Plan,
      including without limitation, restrictions on transfer, repurchase rights,
      rights of first refusal, commitments
      to pay cash bonuses or to make, arrange for or guaranty loans or to transfer
      other property
      to optionees upon exercise of options, or such other provisions as shall be
      determined by the
      Board
      or the Committee, provided,
      that
      such
      additional provisions shall not be inconsistent with the
      requirements of applicable law, such additional provisions shall not result
      in
      liability under Section
      409A of the Code and such additional provisions shall not cause any Incentive
      Stock Option granted
      under the Plan to fail to qualify as an Incentive Stock Option within the
      meaning of Section 422
      of
      the Code.

     

    (b) Acceleration,
      Extension, Etc. The
      Board
      or the Committee may, in its sole discretion
      (i) accelerate the date or dates on which all or any particular option or
      options granted under
      the
      Plan may be exercised, or (ii) extend the dates during which all, or any
      particular, option or
      options granted under the Plan may be exercised, provided,
      however, that
      no
      such acceleration or extension
      shall be permitted if it would (i) cause any Incentive Stock Option granted
      under the Plan to
      fail
      to qualify as an Incentive Stock Option within the meaning of Section 422 of
      the
      Code, (ii) result
      in
      liability under Section 409A of the Code, or (iii) if the Company is or becomes
      a Reporting Company,
      cause the Plan or any option granted under the Plan to fail to comply with
      Rule
      16b-3 (if applicable
      to the Plan or such option).

     

    
      	13.	
              General
                Restrictions

            


    

     

    (a) Investment
      Representations. The
      Board
      or Committee may require any person
      to
      whom an option is granted, as a condition of exercising such option or award,
      to
      give written
      assurances in substance and form satisfactory to the Board or Committee to
      the
      effect that such
      person is acquiring the Common Stock subject to the option or award for his
      or
      her own account
      for investment and not with any present intention of selling or otherwise
      distributing the same,
      and
      to such other effects as the Board or Committee deems necessary or appropriate
      in order to
      comply
      with applicable federal and state securities laws, or with covenants or
      representations made
      by
      the Company in connection with any public offering of its Common Stock,
      including any "lock-up"
      or other restriction on transferability.

     

    (b) Compliance
      With Securities Law. Each
      option shall be subject to the requirement
      that if, at any time, counsel to the Company shall determine that the listing,
      registration or
      qualification of the shares subject to such option or award upon any securities
      exchange or automated
      quotation system or under any state or federal law, or the consent or approval
      of any governmental
      or regulatory body, or that the disclosure of non-public information or the
      satisfaction of any other condition, is necessary as a condition of, or in
      connection with the issuance or purchase of
      shares
      thereunder, except to the extent expressly permitted by the Board, such option
      or award may
      not
      be exercised, in whole or in part, unless such listing, registration,
      qualification, consent or approval
      or satisfaction of such condition shall have been effected or obtained on
      conditions

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    acceptable
      to the Board or the Committee. Nothing herein shall be deemed to require the
      Company to
      apply
      for or to obtain such listing, registration, qualification, consent or approval,
      or to satisfy such
      condition. In addition, Common Stock issued upon the exercise of options may
      bear such legends
      as the Company may deem advisable to reflect restrictions which may be imposed
      by law, including, without limitation, the Securities Act of 1933, as amended,
      any state "blue sky" or
      other
      applicable federal or state securities law.

     

    
      	
              14.

            	
              Rights
                as a Stockholder

            


    

     

    The
      holder of an option shall have no rights as a stockholder with respect to any
      shares
      covered by the option (including, without limitation, any right to vote or
      to
      receive dividends or non-cash distributions with respect to such shares) until
      the effective date of exercise of such option
      and then only to the extent of the shares of Common Stock so purchased. No
      adjustment shall
      be
      made for dividends or other rights for which the record date is prior to the
      date of exercise.

     

    
      	
              15.

            	
              Adjustment
                Provisions for Recapitalizations
                and Related
                Transactions

            


    

     

    (a) Recapitalizations
      and Related Transactions. If,
      through or as a result of any recapitalization,
      reclassification, stock dividend, stock split, reverse stock split or other
      similar transaction
      (i) the outstanding shares of Common Stock are increased, decreased or exchanged
      for a different
      number or kind of shares or other securities of the Company, or (ii) additional
      shares or new or different shares or other non-cash assets are distributed
      with
      respect to such shares of Common Stock or other securities, an appropriate
      and
      proportionate adjustment shall be made in (x) the
      maximum number and kind of shares reserved for issuance under or otherwise
      referred to in the Plan,
      (y)
      the number and kind of shares or other securities subject to any
      then-outstanding options under
      the
      Plan, and (z) the price for each share subject to any then-outstanding options
      under the Plan,
      without changing the aggregate purchase price as to which such options remain
      exercisable. Notwithstanding
      the foregoing, no adjustment shall be made pursuant to this Section 15 if such
      adjustment
      (A) would cause any Incentive Stock Option granted under the Plan to fail to
      qualify as an Incentive Stock Option within the meaning of Section 422 of the
      Code, (B) would result in liability
      under Section 409A of the Code, (C) if the Company is or becomes a Reporting
      Company, would cause the Plan or any option granted under the Plan to fail
      to
      comply with Rule 16b-3 (if applicable
      to the Plan or such option), or (D) would be considered as the adoption of
      a new
      plan requiring stockholder approval.

     

    (b) Board
      Authority to Make Adjustments. Any
      adjustments under this Section 15 will be made by the Board or the Committee,
      whose determination as to what adjustments, if any,
      will
      be made and the extent thereof will be final, binding and conclusive. No
      fractional shares will be issued under the Plan on account of any such
      adjustments.

     

    
      	16.	
              No
                Employment Rights

            


    

     

    Nothing
      contained in the Plan or in any option agreement shall confer upon any
optionee
      any right with respect to the continuation of his or her employment or other
      relationship with
      the
      Company or any of its Affiliates or interfere in any way with the right of
      the
      Company or any
      of
      its Affiliates at any time to terminate such employment or relationship or
      to
      increase or decrease the compensation of the optionee.

     

    
      	17.	
              Amendment,
                Modification or Termination of the
                Plan

            


    

     

    (a) The
      Board
      may at any time modify, amend or terminate the Plan, provided
      that
      to
      the extent required by applicable law, any such modification, amendment or
      termination shall be
      subject to the approval of the stockholders of the Company.

     

    (b) The
      modification, amendment or termination of the Plan shall not, without
the
      consent of an optionee, adversely affect his or her rights under an option
      previously granted to him or her. The Board or the Committee may amend or modify
      outstanding option agreements in a manner
      not inconsistent with the Plan; provided
      that
      no
      such amendment shall adversely affect an optionee's
      rights under any such agreement option with such optionee's consent.
      Notwithstanding the
      foregoing, the Board shall have the right (but not the obligation), without
      the
      consent of the optionee
      affected, to amend or modify (i) the terms and provisions of the Plan and of
      any
outstanding
      Incentive Stock Option agreements granted under the Plan to the extent necessary
      to qualify
      any or all such options for such favorable federal income tax treatment
      (including deferral of taxation
      upon exercise) as may be afforded incentive stock options under Section 422
      of
      the Code, (ii)
      the
      terms and provisions of the Plan and of any outstanding option agreements
      granted under the Plan
      to
      the extent necessary to avoid liability under Section 409A of the Code, (iii)
      if
      the Company is
      or
      becomes a Reporting Company, the terms and provisions of the Plan and the option
      agreements entered into in connection with any outstanding options to the extent
      necessary to ensure
      the qualification of the Plan and such options under Rule 16b-3 (if applicable
      to the Plan and such
      options), and (iv) if the Company is or becomes a Reporting Company, the terms
      and provisions
      of the Plan and the option agreements entered into in connection with any
      outstanding option
      to
      the extent that the Board determines necessary to preserve the deduction of
      compensation paid
      to
      certain optionees who are "covered employees," within the meaning of Treasury
      Regulation Section 1.162-27(c)(2), as a result of the grant or exercise of
      options under the Plan.

     

    
      	18.	
              Withholding

            


    

     

    (a)
      The
      Company shall have the right to deduct and withhold from payments or
distributions
      of any kind otherwise due to the optionee any federal, state or local taxes
      of
      any kind required by law to be so deducted and withheld with respect to any
      shares issued upon exercise of options
      under the Plan. Subject to the prior approval of the Company, which may be
      withheld by the
      Company in its sole discretion, the optionee may elect to satisfy such
      obligations, in whole or in part
      by
      (i) causing the Company to withhold shares of Common Stock otherwise issuable
      pursuant

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    to
      the
      exercise of an option, (ii) delivering to the Company shares of Common Stock
      already owned by
      the
      optionee, or (iii) delivering to the Company cash or a check to the order of
      the
      Company in an
      amount
      equal to the amount required to be so deducted and withheld. The shares
      delivered in accordance
      with method (ii) above or withheld in accordance with method (i) above shall
      have a Fair
      Market Value equal to such withholding obligation as of the date that the amount
      of tax to be withheld
      is to be determined. An optionee who has made (with the Company's approval)
      an
election
      pursuant to method (i) or (ii) of this Section 18(a) may only satisfy his or
      her
      withholding obligation
      with shares of Common Stock which are not subject to any repurchase, forfeiture,
      unfulfilled vesting or other similar requirements.

     

    (b)
      The
      acceptance of shares of Common Stock upon exercise of an Incentive Stock
      Option shall constitute an agreement by the optionee (i) to notify the Company
      if any or all of such
      shares are disposed of by the optionee within two (2) years from the date the
      option was granted
      or within one (1) year from the date the shares were issued to the optionee
      pursuant to the exercise
      of the option, and (ii) if required by law, to remit to the Company, at the
      time
      of and in the case
      of
      any such disposition, an amount sufficient to satisfy the Company's federal,
      state and local withholding
      tax obligations with respect to such disposition, whether or not, as to both
      (i)
      and (ii), the
      optionee is in the employ of the Company or its Affiliate at the time of such
      disposition.

     

    
      	19.	
              Effective
                Date and Duration of the
                Plan

            


    

     

    (a) Effective
      Date. The
      Plan
      shall become effective when adopted by the Board, but
      no
      Incentive Stock Option granted under the Plan shall become exercisable unless
      and until the Plan shall have been approved by the Company's stockholders.
      If
      such stockholder approval is not obtained
      within twelve (12) months after the date of the Board's adoption of the Plan,
      no
      options previously granted under the Plan shall be deemed to be Incentive Stock
      Options and no Incentive Stock
      Options shall be granted thereafter. Amendments to the Plan shall become
      effective as of the latest of (i) the date of adoption by the Board, (ii) the
      date set forth in the amendments or (iii) in the case
      of
      any amendment requiring stockholder approval (as set forth in Section 17),
      the
      date such amendment
      is approved by the Company's stockholders. Notwithstanding the foregoing, no
      Incentive
      Stock Option granted on or after the effective date of any such amendment
      requiring stockholder
      approval to qualify for incentive stock option treatment under Section 422
      of
      the Code shall
      become exercisable unless and until such amendment shall have been approved
      by
      the Company's
      stockholders. If such stockholder approval is not obtained within twelve (12)
      months of the
      Board's adoption of such amendment, no options granted on or after the effective
      date of such amendment
      shall be deemed Incentive Stock Options and no Incentive Stock Options shall
      be
granted
      thereafter. Subject to above limitations, options may be granted under the
      Plan
      at any time after the effective date of the Plan and before the date fixed
      for
      termination of the Plan.

     

    (b) Termination.
      Unless
      sooner terminated by the Board, the Plan shall terminate
      upon the close of business on the day next preceding the tenth anniversary
      of
      the date of its
      adoption by the Board. After termination of the Plan, no further options may
      be
      granted under the
      Plan;
provided,
      however, that
      such
      termination will not affect any options granted prior to termination
      of the Plan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	20.	
              Governing
                Law

            


    

     

    The
      provisions of this Plan shall be governed and construed in accordance with
      the
laws
      of
      the State of New York without regard to the principles thereof relating to
      the
      conflicts of laws.