exhibit_4-1.htm


    
      

    

    Exhibit
      4.1


     

    CAMELOT
      ENTERTAINMENT GROUP, INC.

    


    2007
      STOCK PLAN

    


    ADOPTED
      OCTOBER 1, 2007

    


    


    1.
      Purposes of the Plan.  The purposes of this 2007 Stock Plan are
      to attract and retain the best available personnel for positions of substantial
      responsibility, to provide additional incentive to the Employees, Consultants
      and Advisors of the Company, its parent (if any) and any present or future
      subsidiaries of the Company (collectively, "Related Corporations") through
      providing opportunities to acquire stock in the Company.  As used
      herein, the terms "parent" and "subsidiary" mean "parent corporation" and
      "subsidiary corporation", respectively, as those terms are defined in Sections
      424(e) and 424(f) or successor provisions of the Internal Revenue Code of 1986
      as amended from time to time (the "Code"), and to reward individuals directly
      involved in the success of the Company's business.  The Company may
      make grants of Company common stock (“Awards” of “Common Stock”), grants of
      Common Stock purchase options (“Options”) or grants of rights to purchase Common
      Stock (“Purchase Rights”).  Options granted under the Plan may be
      either "incentive stock options,” as defined in Section 422 of the Internal
      Revenue Code of 1986, as amended, or "nonstatutory stock options," at the
      discretion of the Board and as reflected in the terms of the written Option
      Agreement.

    


    2.
Structure
      of the
      Plan.  The Plan permits the following separate types of
      grants:

    


    (a).
      The
      Board may grant Options.  These Options may meet the requirements of
      Section 422 of the Code ("Incentive Stock Options" or "ISOs"); or, they may
      not
      qualify as ISOs ("Non-Qualified Options").

    


    (b).
      The
      Board may make outright grants of Common Stock (Awards).

    


    (c).
      The
      Board may grant the right to make direct purchases of Common Stock ("Purchase
      Rights").

    


    Options,
      Awards and Purchase Rights are sometimes referred to hereinafter as "Stock
      Rights.”

    


    3.
      Definitions.  The following definitions shall apply to terms
      capitalized in this Plan:

    


    (a)
      "Agreement" means any Option agreement, Award agreement or Purchase Rights
      agreement, both individually and collectively, as the context so
      requires.

    


    (b)
      "Affiliate" means any corporation, company or other entity whose financial
      results are consolidated with those of the Company in accordance with U.S.
      generally accepted accounting principles.

    


    (c)
      "Approved Transaction" means any transaction in which the Board (or, if approval
      of the Board is not required as a matter of law, the stockholders of the
      Company) shall approve (i) any consolidation or merger of the Company in which
      the Company is not the continuing or surviving corporation or pursuant to which
      shares of Common Stock would be converted into cash, securities or other
      property, other than a merger of the Company in which the holders of Common
      Stock immediately prior to the merger have the same proportionate ownership
      of
      common stock of the surviving corporation immediately after the merger, or
      (ii)
      any sale, lease, exchange, or other transfer (in one transaction or a series
      of
      related transactions) of all, or substantially all, of the assets of the
      Company, or (iii) the adoption of any plan or proposal for the liquidation
      or
      dissolution of the Company.

    


    (d)
      "Award" means outright Grants of
      Common Stock under this Plan.

    


    (e)
      "Board" shall mean the Committee, if one has been appointed, or the Board of
      Directors of the Company, if no Committee is appointed.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    


    (f)
      "Board Change" means, during any period of two consecutive years, individuals
      who at the beginning of such period constituted the entire Board ceased for
      any
      reason to constitute a majority thereof unless the election, or the nomination
      for election by the Company's stockholders, of each new director was approved
      by
      a vote of at least two-thirds of the directors then still in office who were
      directors at the beginning of the period.

    


    (g)
      "Camelot Entertainment Group” and
“Camelot” means Camelot Entertainment Group, Inc., a Delaware corporation, and
      any successor thereto.

    


    (h)
      "Change in Control" means either a
      Corporate Change in Control or a Transactional Change in Control.

    


    (i)
      "Code" shall mean the Internal Revenue Code of 1986, as amended.

    


    (j)
      "Committee" shall mean the Committee appointed by the Board of Directors under
      paragraph (a) of Section 5 of the Plan, if one is appointed.

    


    (k)
      "Common Stock" shall mean the Common Stock of the Company.

    


    (l)
      "Company" shall mean Camelot Entertainment Group, Inc., a Delaware
      corporation.

    


    (m)
      "Consultant" shall mean any person who is engaged by the Company or any
      subsidiary to render consulting services and is compensated for such consulting
      services, and any non-employee member of the Board whether compensated for
      such
      services or not.

    


    (n)
      "Continuous Status as an Employee
      or Consultant" shall mean the absence of any interruption or termination of
      service as an Employee or Consultant.  Continuous Status as an
      Employee or Consultant shall not be considered interrupted in the case of sick
      leave, military leave, or any other leave of absence approved by the Board;
      provided that such leave is for a period of not more than 90 days or
      reemployment upon the expiration of such leave is  guaranteed by
      contract or statute.

    


    (o)
      "Control Purchase" means any
      transaction in which any person (as such term is defined in Sections 13(d)(3)
      and 14(d)(2) of the Exchange Act), corporation or other entity (other than
      the
      Company or any employee benefit plan sponsored by the Company or any of its
      Subsidiaries) (i) shall purchase any Common Stock (or securities convertible
      into Common Stock) for cash, securities or any other consideration pursuant
      to a
      tender offer or exchange offer, without the prior consent of the Board, or
      (ii)
      shall become the "beneficial owner" (as such term is defined in Rule 13d-3
      under
      the Exchange Act), directly or indirectly, of securities of the Company
      representing 20% or more of the combined voting power of the then outstanding
      securities of the Company ordinarily (and apart from the rights accruing under
      special circumstances) having the right to vote in the election of directors
      (calculated as provided in Rule 13d-3(d) in the case of rights to acquire the
      Company's securities).

    


    (p)
      "Corporate Change in Control" means the happening of any of the following
      events: (1) the acquisition by any individual, entity or group (an "Entity"),
      including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of
      the
      Exchange Act, of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 30% or more of either (i) the then
      outstanding shares of common stock of the Company (the "Outstanding Company
      Common Stock") or (ii) the combined voting power of the then outstanding
      securities of the Company entitled to vote generally in the election of
      directors (the "Outstanding Company Voting Securities"); excluding, however,
      the
      following: (A) any acquisition directly from the Company (excluding any
      acquisition by virtue of the exercise of an exercise, conversion or exchange
      privilege unless the security being so exercised, converted or exchanged was
      itself acquired directly from the Company), (B) any acquisition by the Company,
      or (C) any acquisition by an employee benefit plan (or related trust) sponsored
      or maintained by the Company or by any corporation controlled by the Company;
      or
      (2) a change in the composition of the Board since September 30, 2007, such
      that
      the individuals who, as of such date, constituted the Board (the "Incumbent
      Board") cease for any reason to constitute at least a majority of such Board;
      provided that any individual who becomes a director of the Company subsequent
      to
      September 30, 2007 whose election, or nomination for election by the
      stockholders of the Company, was approved by the vote of at least a majority
      of
      the directors then comprising the Incumbent Board shall be deemed a member
      of
      the Incumbent Board; and provided further, that any individual who was initially
      elected as a director of the Company as a result of an actual or threatened
      election contest, as such terms are used in Rule 14a-11 of Regulation 14A
      promulgated under the Exchange Act, or any other actual or threatened
      solicitation of proxies or consents by or on behalf of any person or Entity
      other than the Board shall not be deemed a member of the Incumbent
      Board.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    


    (q)
      "Effective Date" means the date the Plan becomes effective pursuant to Section
      18.

     

    (r)
      "Exchange Act" means the Securities Exchange Act of 1934, as amended from time
      to time, or any successor statute or statutes thereto.  Reference to
      any specific Exchange Act section shall include any successor
      section.

    


    (s)
      "Employee" shall mean any person, including officers and directors, employed
      by
      the Company or any Parent or Subsidiary of the Company.  The payment
      of a director's fee by the Company shall not be sufficient to constitute
      "employment" by the Company.

    


    (t)
      "Fair
      Market Value" of a share of Common Stock means the average of the high and
      low
      sales prices of a share of Common Stock on the Over The Counter Bulletin Board
      (“OTCBB”) or other subsequent exchange the Company may be listed on in the
      future on the date in question, except as otherwise provided for
      herein.

    


    (u)
      "Holder" means an employee of or a
      consultant or advisor to the Company or any of its Subsidiaries who has received
      a Grant under this Plan.

    


    (v)
      "Involuntary Employment Action" means any change in the terms and conditions
      of
      the Holder's employment with the Company or any successor, without cause (as
      defined herein), to such extent that: (1) the Holder shall fail to be vested
      with power, authority and resources analogous to the Holder's title and/or
      office prior to the Change in Control, or (2) the Holder shall lose any
      significant duties or responsibilities attending such office, or (3) there
      shall
      occur a reduction in the Holder's base compensation or (4) the Holder's
      employment with the Company, or its successor, is terminated without cause
      (as
      defined herein).

    


    (x)
      "Incentive Stock Option" shall mean
      an Option intended to qualify as an Incentive Stock Option within the meaning
      of
      Section 422 of the Code.

    


    (y)
      "Minimum Price Per Share" means the highest gross price (before brokerage
      commissions, soliciting dealers' fees and similar charges) paid or to be paid
      for any share of Common Stock (whether by way of exchange, conversion,
      distribution, liquidation or otherwise) in, or in connection with, any Approved
      Transaction or Control Purchase which occurs at any time during the period
      beginning on the sixtieth day prior to the date on which Options are exercised
      and ending on the date on which Options are exercised. If the consideration
      paid
      or to be paid in any such Approved Transaction or Control Purchase shall
      consist, in whole or in part, of consideration other than cash, the Board shall
      take such action, as in its judgment it deems appropriate, to establish the
      cash
      value of such consideration, but such valuation shall not be less than the
      value, if any, attributed to such consideration by any other party to such
      Approved Transaction or Control Purchase.

    


    (z)
      "Option" shall mean a Stock Option granted pursuant to the Plan.

    


    (aa)
      "Option Stock" shall mean the Common Stock subject to an Option.

    


    (bb)  "Optionee"
      shall mean an Employee or Consultant who receives an Option.

    


    (cc)
      "Parent" shall mean a "parent corporation," whether now or hereafter existing,
      as defined in Section 425(e) of the Code.

    


    (dd)
      “Participant” means an employee of or a consultant or advisor to the Company or
      any of its Subsidiaries who is participating in and/or receiving stock, stock
      options and/or Awards under this Plan.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    


    


    (ee)  "Plan"
      shall mean this 2007 Stock Plan.

    


    (ff)  "SEC"
      means the Securities and Exchange Commission.

    


    (gg)  "Share"
      shall mean a share of the Common Stock, as adjusted in accordance with Section
      15 of the Plan.

    


    (hh)  "Subsidiary"
      shall mean a subsidiary corporation, whether now or hereafter existing, as
      defined in Section 425(f) of the Code.

    


    (ii)
      "Survivors" means a deceased Holder's legal representatives and/or any person
      or
      persons who acquired the Holder's rights to an Option by will or by the laws
      of
      descent and distribution.

    


    (jj)  "Total
      Disability" or
      "Disability" means a permanent and total disability as defined in section 22(e)
      (3) of the Code.

    


    (kk)  "Transactional
      Change in Control" means any of the following transactions to which the Company
      is a party: (1) a reorganization, recapitalization, merger or consolidation
      (a
      "Corporate Transaction") of the Company, unless securities representing 60%
      or
      more of either the outstanding shares of common stock or the combined voting
      power of the then outstanding voting securities entitled to vote generally
      in
      the election of directors of the Company or the corporation resulting from
      such
      Corporate Transaction (or the parent of such corporation) are held subsequent
      to
      such transaction by the person or persons who were the beneficial holders of
      the
      Outstanding Company Common Stock and Outstanding Company Voting Securities
      immediately prior to such Corporate Transaction, in substantially the same
      proportions as their ownership immediately prior to such Corporate Transaction;
      or (2) the sale, transfer or other disposition of all or substantially all
      of
      the assets of the Company.

    


    (ll)
      "Unvested Portion" shall mean any Option with respect to the number of shares
      of
      Common Stock for that Option that is not exercisable as of the date of the
      closing of a Transaction resulting in a Change in Control.  In the
      case of a Change in Control which occurs as the results of a series of
      transactions, the closing date shall be deemed to be the closing date of the
      final Transaction affecting the Change in Control.

    


    4.
      Stock Subject to the Plan.  Subject to the provisions of
      Section 13 of the Plan, the maximum aggregate number of shares which the
      Committee may grant as Options, Awards or Purchase Rights and sell under the
      Plan is 20,000,000 shares of Common Stock, which may be authorized, but
      unissued, Common Stock.  If an Option should expire or become
      unexercisable for any reason without the holder exercising such Option in full,
      the unpurchased Shares will become available for future grant under the
      Plan.

    


    5.
      Administration of the Plan.

    


    (a)
      Procedure.  The Plan shall be administered by the Board of
      Directors; provided, however, that (i) the Board of Directors
      may  appoint a Committee to administer the Plan; and (ii) shall
      appoint a Committee to administer the Plan, if necessary, to provide the
      officers and directors of  the Company with the benefits of Rule 16b-3
      promulgated by the SEC.  If appointed, the Committee shall continue to
      serve until otherwise directed by the Board of Directors.  Subject to
      the foregoing, from time-to-time the Board of Directors may increase the size
      of
      the Committee and appoint additional members in substitution therefor, fill
      vacancies however caused, or remove all members of the Committee and thereafter
      directly administer the Plan.

    


    (b)
      Powers of the Board.  Subject to the provisions of the Plan,
      the Board shall have the authority, in its discretion: (i) to grant Incentive
      Stock Options, in  accordance with Section 422 of the Code, or
      "nonstatutory stock options;" (ii) to grant Awards of stock in the Company;
      (iii) to authorize individuals opportunities to make direct purchases of stock
      in the Company (iv)  to determine, upon review of relevant information
      and in accordance with Section  12(b) of the Plan, the fair market
      value of the Common Stock; (v) to determine the exercise price per share of
      Options to be granted, which exercise price shall be determined in accordance
      with Section 12(a) of the Plan; (vi) to determine the Employees or Consultants
      to whom, and the time or times at which, Options shall be granted and the number
      of shares to be represented by each Option; (vii) to interpret the Plan; (viii)
      to prescribe, amend and rescind rules and regulations relating to the Plan;
      (ix)
      to determine the terms and provisions of each Option granted (which need not
      be
      identical) and, with the consent of the holder thereof, modify or amend each
      Option; (x) to accelerate or defer (with the consent of the Optionee as to
      any
      deferral) the exercise date of any Option consistent with the provisions of
      Section 9 of the Plan; (xi) to authorize any person to execute on behalf of
      the
      Company any instrument required to effectuate the grant of an Option previously
      granted by the Board; and (xii) to make all other determinations deemed
      necessary or advisable for the administration of the Plan.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    

     

    


    (c)
      Effect of Board's Decision.  All decisions, determinations and
      interpretations of the Board or its Committee shall be final and binding on
      all
      Optionees and any other holders of any Options granted under the
      Plan.  The Board shall have full power and authority, subject to the
      express provisions of the Plan, to construe and interpret the Plan and all
      Option agreements, Purchase authorizations and Award grants thereunder, to
      establish, amend and rescind such rules and regulations as it may deem
      appropriate for the proper administration of the Plan, to determine in each
      case
      the terms and provisions which shall apply to a particular Option agreement,
      Purchase authorization, or Award grant, and to make all other determinations
      which are, in the Board's judgment, necessary or desirable for the proper
      administration of the Plan. The Board may correct any defect, supply any
      omission or reconcile any inconsistency in the Plan or in any Option agreement,
      Purchase authorization or Award grant in the manner and to the extent it shall,
      in its sole discretion, consider expedient.  Decisions of the Board
      shall be final and binding on all parties who have an interest in the Plan
      or
      any Option, Purchase, Award, or stock issuance thereunder.  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.

    


    (d)
      Delegation.  The Board may, to the full extent permitted by and
      consistent with applicable law and the Company's By-laws, and subject to the
      provisions stated herein below, delegate any or all of its powers with respect
      to the administration of the Plan to a committee (the "Committee"), such as
      stated above, appointed by the Board.  If a Committee has been
      appointed, all references in this Plan to the Board shall mean and relate to
      that Committee.

    


    (e)
      Reporting Person.  Those provisions of this Plan which make
      express reference to Rule 16b-3 under the Securities Exchange Act of 1934,
      as
      amended (the "Exchange Act"), or any successor rule ("Rule 16b-3"), or which
      are
      required in order for certain option transactions to qualify for exemption
      under
      Rule l6b-3, shall apply only to those persons required to file reports under
      Section 16(a) of the Exchange Act (a "Reporting Person").

    


    (f)
      Disinterested Person Authority.  If the Company registers any
      class of equity security under Section 12 of the Exchange Act, the selection
      of
      a director or an officer (as the terms "director" and "officer" are defined
      for
      purposes of Rule 16b-3) as a recipient of an option, the timing of the option
      grant, the exercise price of the option and the number of shares subject to
      the
      option shall be determined either (i) by the Board if all of the Board members
      are disinterested persons within the meaning of Rule 16(b)(3) (if the Board
      is
      made up of no less than five persons), or (ii) by two or more directors having
      full authority to act in the matter (if the Board is made up of no less than
      five persons), each of whom shall be such a disinterested person. In the event
      there are less than five (5) persons on the Company’s Board of Directors, this
      section shall not apply.

    


    6.
      Eligible Employees and Others.  ISOs may be granted to any
      employee of the Company or of any Related Corporation.  No person who
      is not such an employee may be granted an ISO.  Non-Qualified Options,
      Awards and Purchase Rights may be granted to any employee, officer or director
      of, or consultant or advisor to the Company or any Related
      Corporation.  The granting of any Stock Right to any individual or
      entity shall neither entitle that individual or entity to, nor disqualify him
      from, participation in any other grant of Stock Rights.

    


    7.
      Stock.  The stock subject to Options, Awards and Purchases
      shall be authorized but unissued shares of Common Stock or shares of Common
      Stock reacquired by the Company in any manner.  The aggregate number
      of shares which may be issued under the Plan is Twenty Million (20,000,000),
      subject to adjustment as provided in Paragraph 15.  If any Option or
      Purchase Right granted under the Plan shall expire or terminate for any reason
      without having been exercised in full or shall cease for any reason to be
      exercisable in whole or in part, or if the Company shall reacquire any nonvested
      shares issued pursuant to Awards or Purchase Rights, the unpurchased shares
      subject to such Option, or such nonvested shares so reacquired shall again
      be
      available for grants of Stock Rights under the Plan.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    

     

    


    8.
      Option Agreements.  As a condition to the grant of any Stock
      Right, each recipient of a Stock Right shall execute an Agreement in such form
      not inconsistent with the Plan as the Board shall approve.  These
      Agreements may differ among recipients.  Each Agreement with respect
      to an ISO shall be subject to the provisions of the Plan applicable to
      ISOs.  The Board may, in its sole discretion, include additional
      provisions in Agreements, including without limitation restrictions on transfer,
      repurchase rights, commitments to pay cash bonuses, to make, arrange for or
      guarantee loans or to transfer other property to Optionees upon exercise of
      options, or such other provisions as shall be determined by the Board; provided,
      however, that such additional provisions shall not be inconsistent with any
      provision of the Plan and such additional provisions shall not cause any ISO
      granted under the Plan to fail to qualify as an incentive stock option within
      the meaning of Section 422 of the Code.

    


    9.
      Eligibility.

    


    (a)
      The
      Committee may grant Options only to Employees and Consultants.  The
      Committee may only grant Incentive Stock Options to Employees.  An
      Employee or Consultant who has been granted an Option may, if he is otherwise
      eligible, be granted an additional Option or Options.

    


    (b)
      The
      Committee may not grant an Incentive Stock Option to an Employee which, when
      aggregated with all other Incentive Stock Options granted to such Employee
      by
      the Company or any Parent or Subsidiary, would result in Shares having an
      aggregate fair market value (determined for each Share as of the date of grant
      of the Option covering such Share) in excess of $10,000,000 becoming first
      available for purchase upon exercise of one or more Incentive Stock Options
      during any calendar year.

    


    (c)
      Section 9(b) of the Plan shall apply only to an Incentive Stock Option evidenced
      by a written Option agreement which shall expressly identify the Option as
      an
      Incentive Stock Option.  Section 9(b) of the Plan shall not apply to
      any Option evidenced by an Option agreement which sets forth the intention
      of
      the Company and the Optionee that such Option shall be a nonstatutory Stock
      Option.

    


    (d)
      The
      Plan shall not confer upon any Optionee any right with respect to continuation
      of employment or consulting relationship with the Company, nor shall it
      interfere in any way with his right or the Company's right to terminate his
      employment or consulting relationship at any time.

    


    10.
      Term of Plan.  The Plan shall become effective upon the earlier
      to occur of its adoption by the Board of Directors or its approval by the
      Stockholders of the Company as described in Section 23 of the
      Plan.  It shall continue in effect for a term of ten (10) years unless
      sooner terminated under Section 19 of the Plan.

    


    11.
      Term of Option.  The term of each Incentive Stock Option shall
      be ten (10) years from the date of grant thereof or such shorter term as may
      be
      provided in the Stock Option agreement.  The term of each Option that
      is not an Incentive Stock Option shall be (10) years and one (1) day from the
      date of grant thereof or such shorter term as may be provided in the Stock
      Option agreement.  However,  in the case of an Option
      granted to an Optionee who, at the time the Option is granted, owns stock
      representing more than ten percent (10%) of the voting power of all classes
      of
      stock of the Company or any Parent or Subsidiary, (a) if the Option is an
      Incentive Stock Option, the term of the Option shall be five (5) years from
      the
      date of grant thereof or such shorter time as may be provided in  the
      Stock Option agreement, or (b) if the Option is not an Incentive Stock Option,
      the term of the Option shall be five (5) years and one (1) day from the date
      of
      grant thereof or such shorter term as may be provided in the Stock Option
      agreement.

    


    12.  Exercise
      Price and Consideration.

    


    (a)
      The
      Board shall determine the per Share exercise price for the Shares to be issued
      pursuant to exercise of an Option, subject to the following: (i) in the case
      of
      an Incentive Stock Option: (A) granted to an Employee who, at the time of the
      grant of such Incentive Stock Option, owns stock representing more than ten
      percent (10%) of the voting power of all classes of stock of the Company or
      any
      Parent or Subsidiary, the per Share exercise price shall be no less than 110%
      of
      the Fair Market Value per Share on the date of grant, (B) granted to an
      Employee, the per Share exercise price shall be no less than 100% of the Fair
      Market Value per Share on the date of grant; (ii) in the case of a nonstatutory
      Stock Option, the per Share exercise price shall be no less than the price
      per
      Share set by the Board on the date of grant.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    


     

    (b)
      The
      Fair Market Value shall be determined in the following manner.  If the
      Common Stock is unlisted, the Board shall determine the fair market value,
      in
      its discretion.  If listed, the value shall be the 30 day Average
      Trading Price (“ATP”) of the Company's par value $0.001 Common Stock as reported
      on the automated quotation service or stock exchange on which the common Stock
      is quoted or listed immediately preceding the date of grant.

    


    (c)
      The
      consideration to be paid for the Shares to be issued upon exercise of an Option,
      including the method of payment shall be determined by the Board and may consist
      entirely of cash, check, promissory note, other Shares of Common Stock having
      a
      Fair Market Value on the date of surrender equal to the aggregate exercise
      price
      of the Shares as to which such Option shall be exercised, or any combination
      of
      such methods of payment, or such other consideration and method of payment
      for
      the issuance of Shares to the extent permitted under Delaware Corporate
      Law.  In making its determination as to the type of consideration to
      accept, the Board shall consider if acceptance of such consideration may be
      reasonably expected to benefit the Company.

    


    (d)
      Payment for Shares purchased pursuant to this Plan may be made in cash (by
      check) or, where expressly approved for the Participant by the Committee and
      where permitted by law: (a) by cancellation of indebtedness of the Company
      to
      the Participant; (b) by surrender of shares that: (i) either (A) have been
      owned
      by the Participant for more than six (6) months and have been paid for within
      the meaning of SEC Rule 144 (and, if such shares were purchased from the Company
      by use of a promissory note, such note has been fully paid with respect to
      such
      shares) or (B) were obtained by the Participant in the public market and (ii)
      are clear of all liens, claims, encumbrances or security interests; (c) by
      tender of a full recourse promissory note having such terms as may be approved
      by the Committee and bearing interest at a rate sufficient to avoid imputation
      of income under Sections 483 and 1274 of the Code; provided, however, that
      Participants who are not employees or directors of the Company will not be
      entitled to purchase Shares with a promissory note unless the note is adequately
      secured by collateral other than the Shares; (d) by waiver of compensation
      due
      or accrued to the Participant for services rendered; (e) provided that a public
      market for the Company's stock exists: (1) through a "same day sale" commitment
      from the Participant  and a broker-dealer that is a member of the
      National Association of Securities Dealers ("NASD DEALER") whereby the
      Participant irrevocably elects to exercise the Option and to sell a portion
      of
      the Shares so purchased to pay for the Exercise Price, and whereby the NASD
      Dealer irrevocably commits upon receipt of such Shares to forward the Exercise
      Price directly to the Company; or (2) through a "margin" commitment from the
      Participant and an NASD Dealer whereby the Participant irrevocably elects to
      exercise the Option and to pledge the Shares so purchased to  the NASD
      Dealer in a margin account as security for a loan from the NASD Dealer in the
      amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits
      upon receipt of such Shares to forward the Exercise Price directly to the
      Company; or (f) by any combination of the foregoing.

    


    (e)
      The
      Committee may help the Participant pay for Shares purchased under this Plan
      by
      authorizing a guarantee by the Company of a third-party loan to the
      Participant.

    


    13.  Exercise
      of Options.

    


    (a)  Procedure
      for Exercise; Rights as a Stockholder.  Any Option granted hereunder
      shall be exercisable at such times and under such conditions as determined
      by
      the Board, including performance criteria with respect to the Company and/or
      the
      Optionee, and as shall be permissible under the terms of the Plan, all as set
      forth in the Option Agreement.  A holder many not exercise an Option
      for a fraction of a Share.  An Option shall be deemed to be exercised
      when the person entitled to exercise the Option has given written notice of
      such
      exercise to the Company in accordance with the terms of the Option and has
      made
      full payment for the Shares with respect to which the Option is
      exercised.  Full payment may, as authorized by the Board, consist of
      any consideration and method of payment allowable under Section 8(c) of the
      Plan.  Until the issuance (as evidenced by the appropriate entry on
      the books of the Company or of a duly authorized  transfer agent of
      the Company) of the Stock Certificate evidencing such shares, no right to vote
      or receive dividends or any other rights as a stockholder shall exist with
      respect to the Optioned Stock, notwithstanding the exercise of the
      Option.  No adjustment will be made for a dividend or other right for
      which the record date is prior to the date the Stock Certificate is issued,
      except as provided in Section 11 of the Plan.  Exercise of an Option
      in any manner shall result in a decrease in the number of Shares which
      thereafter may be available, both for purposes of the Plan and for sale under
      the Option, by the number of Shares as to which the Option is
      exercised.


    
      
        
        

      

      
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      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    

     

    


    (b)
      Termination of Status as an Employee or Consultant.  If an Employee or
      Consultant ceases to serve as an Employee or Consultant (as the case may be),
      he
      may, but only within thirty (30) days (or such other period of time not
      exceeding three (3) months as is determined by the Board at the time of grant
      of
      the Option) after the date he ceases to be an Employee or Consultant (as the
      case may be) of the Company, exercise his Option to the extent that he was
      entitled to exercise it at the date of such termination.  To the
      extent that he was not entitled to exercise the Option at the date of such
      termination, or if he does not exercise such Option (which he was entitled
      to
      exercise) within the time specified herein, the Option shall
      terminate.

    


    (c)
      Disability of Optionee.  Notwithstanding the provisions of Section
      13(b) above, in the event an Employee or Consultant is unable to continue his
      employment or consulting relationship (as the case may be) with the Company
      as
      a  result of his total and permanent disability (as defined in Section
      22(e) (3) of  the Internal Revenue Code), he may, but only within six
      (6) months (or such  other period of time not less than six (6) months
      (or such other period of time  not less then six (6) months nor more
      than twelve (12) months as is determined  by the Board at the time of
      grant of the Option) from the date of termination,  exercise his
      Option to the extent he was entitled to exercise it at the date
      of  such termination (or to such greater extent as the Board may
      provide).  To the extent that he was not entitled to exercise the
      Option at the date of termination, or if he does not exercise such Option (which
      he was entitled to exercise) within the time specified herein, the Option shall
      terminate.

    


    (d)  Death
      of Optionee.  In the event of the death of an Optionee: (i) during the
      term of the Optionee who is at the time of his death an Employee or Consultant
      of the Company and who shall have been in Continuous Status as an Employee
      or
      Consultant since the date of grant of the Option, the Option may be
      exercised,  at any time within twelve (12) months following the date
      of death, by the Optionee's estate or by a person who acquired the right to
      exercise the Option  by bequest or inheritance, but only to the extent
      of the right to exercise that  has accrued as of the date of death (or
      to such greater extent as the Board may provide); or (ii) within thirty (30)
      days (or such other period of time not exceeding three (3) months as is
      determined by the Board at the time of grant of  the Option) after the
      termination of Continuous Status as an Employee or Consultant, the Option may
      be
      exercised, at any time within six (6) months following the date of death, by
      the
      Optionee's estate or by a person who acquired the right to exercise the Option
      by bequest or inheritance, but only to the extent of the right to exercise
      that
      had accrued at the date of termination (or to such greater extent as the Board
      may provide).

    


    14.
      Nontransferability of Options.  The Option may not be sold,
      pledged,  assigned, hypothecated, transferred, or disposed of in any
      manner other than by will or by the laws of descent or distribution and may
      be
      exercised, during the lifetime of the Optionee, only by the
      Optionee.

    


    15.
      Adjustments upon Certain Changes.

    


    (a)
      Stock
      Split or Reclassification.  Subject to any required action by the
      Stockholders of the Company, the number of Shares of Common Stock covered by
      each outstanding Stock Right, and the number of shares of Common Stock which
      have been authorized for issuance under the Plan but as to which no Stock Rights
      have yet been granted or which have been returned to the Plan upon cancellation
      or expiration of an Option or a Purchase Right, as well as the price per Share
      of Common Stock covered by each such outstanding Option or Purchase Right,
      shall
      be proportionately adjusted for any  increase or decrease in the
      number of shares of Common Stock resulting from a stock split, reverse stock
      split, stock dividend, combination or reclassification of the Common Stock,
      or
      any other increase or decrease in the number of issued shares of Common Stock
      effected without receipt of consideration by the Company; provided, however,
      that conversion of any convertible securities of the Company shall not be deemed
      to have been "effected without receipt of consideration."  The Board,
      whose determination in that respect shall be final, binding and conclusive,
      shall make such adjustment.  Except as expressly provided herein, no
      issuance by the Company of shares of stock of any class, or securities
      convertible into Shares of stock of any class, shall affect, and no adjustment
      by reason thereof shall be made with respect to, the number or price of Shares
      of Common Stock subject to an Option.


    
      
        
        

      

      
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      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    


     

    (b)
      Change in Control.  In the event of a Change of Control, then to the
      extent permitted by applicable law, with respect to half (50%) of the unvested
      Options (the "Primary Accelerated Amount") held by persons then performing
      services as Employees, Directors, or Consultants, then immediately prior to
      the
      consummation of such Change of Control such Primary Accelerated Amount shall
      be
      fully vested and exercisable and such Options shall be terminated if not
      exercised prior to  the consummation of the Change of
      Control.  With respect to the remaining portion of such unvested
      Options (the "Remaining Amount"), any surviving corporation or an Affiliate
      of
      such surviving corporation shall assume or continue the Remaining Amount, or
      substitute similar Options for the Remaining Amount.  If the surviving
      corporation or an Affiliate of such surviving corporation refuses
      to  assume or continue the Remaining Amount, or substitute similar
      Options for the Remaining Amount, then with respect to any person who was
      providing services as an Employee, Director or Consultant immediately prior
      to
      the consummation of the Change of Control, then immediately prior to the
      consummation of the Change of Control such Remaining Amount shall be fully
      vested and exercisable and such Options shall be terminated if not exercised
      prior to the consummation of the Change of Control.  If, following a
      Change of Control, the surviving corporation or its Affiliates choose to assume
      or continue the Remaining Amount, or substitute similar Options for the
      remaining amount and any person then performing services as an Employee,
      Director, or Consultant is involuntarily terminated for reason other than Cause
      or voluntary terminates for Good Reason within one (1) year of such Change
      of
      Control, then upon such termination any Options still outstanding shall be
      fully
      vested and exercisable and such Options shall be terminated if not exercised
      within thirty (30) days of such  termination.

    


    For
      the
      purposes of this plan: (i) "Change in Control" means: (1) a dissolution,
      liquidation or sale of substantially all of the assets of the Company; (2)
      a
      merger or consolidation in which the Company is not the surviving corporation
      (other than a merger solely for the purpose of changing the state
      of  incorporation); or (3) a reverse merger in which the Company is
      the surviving  corporation but the shares of the Company's common
      stock outstanding immediately  preceding the merger are converted by
      virtue of the merger into other property, whether in the form of securities,
      cash or otherwise; (ii) "Cause" means: (1) an Optionee’s willful dishonesty
      towards, fraud upon, crime against, deliberate or attempted injury or bad faith
      action with respect to the Company; or (2) Optionee's conviction for any felony
      crime; (iii) "Good Reason" means: (1) a material reduction in compensation;
      (2)
      a relocation of the Optionee's principal worksite to a location more than sixty
      (60) miles from Optionee's pre-Change of  Control worksite; or (3) for
      an executive officer, a material reduction in responsibilities or authority
      as
      in effect before the Change in Control.

    


    (c)
      Adjustment Parameters.  If, through or as a result of any merger,
      consolidation, sale of all or substantially all of the assets of the Company,
      reorganization, 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 securities of the Company or other non-cash
      assets are distributed with respect to such shares of Common Stock or other
      securities, an equitable adjustment shall be made in the manner determined
      by
      the Board of Directors in (a) the maximum number and kind of shares reserved
      for
      issuance under the Plan, (b) the number and kind of shares or other securities
      subject to any then outstanding Options under the Plan, and (c) 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. No fractional shares shall be issued under the Plan on account
      of
      any such adjustments.  Notwithstanding the foregoing provisions of
      this Paragraph 13 no adjustment shall be made pursuant to this Paragraph 15
      if
      such adjustment would cause any ISO granted under the Plan to fail to qualify
      as
      an incentive stock option within the meaning of Section 422 of the
      Code.

    


    16.
      Time of Granting Options.  The date of grant of an Option
      shall, for all purposes, be the date on which the Board makes the determination
      granting such Option.  Notice of the determination shall be given to
      each Employee or Consultant to whom an Option is so granted within a reasonable
      time after the date of such grant.


    
      
        
        

      

      
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      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    


    17.
      Right of First Refusal.  The Agreements may contain such
      provisions as the Board shall determine to the effect that if a Holder, or
      such
      other person exercising an Option, elects to sell all or any shares of Common
      Stock that such Holder or other person acquired upon the exercise of an Option
      awarded under the Plan, then such Holder or other person shall not sell such
      shares unless such Holder or other person shall have
      first offered in writing to sell such shares to the Company at Fair
      Market Value on a date specified in such offer (which date shall be at least
      three business days and not more than 10 business days following the date of
      such offer). In any such event, certificates (or other evidence of ownership)
      representing shares issued upon exercise of Options shall bear a restrictive
      legend to the effect that transferability of such shares are subject to the
      restrictions contained in the Plan and the applicable Agreement and the Company
      may cause the registrar of its Common Stock to place a stop transfer order
      with
      respect to such shares.

    


    18.
Effectiveness
      of the
      Plan.  The Plan shall become effective on October 1,
      2007.

    


    19.
      Amendment and Termination of the Plan.

    


    (a)
      Amendment and Termination.  The Board may amend or terminate the Plan
      from  time-to-time in such respects as the Board may deem advisable;
      provided that,  the following revisions or amendments shall require
      approval of the Stockholders  of the Company in the manner described
      in Section 23 of the Plan: (i) any  increase in the number of Shares
      subject to the Plan, other than in connection  with an adjustment
      under Section 13 of the Plan; (ii) any change in the  designation of
      the class of Employees or Consultants eligible to be granted  Options;
      (iii) any material increase in the benefits accruing to
      participate  under the Plan.

    


    (b)
      Stockholder Approval.  In the event any amendment requiring
      Stockholder  approval under Section 15(a) of the Plan is made, such
      Stockholder approval  shall be solicited as described in Section 23 of
      the Plan.

    


    (c)
      Effect of Amendment or Termination.  Any such amendment or termination
      of the Plan shall not affect Options already granted and such Options shall
      remain in full force and effect as if this Plan had not been amended or
      terminated, unless mutually agreed otherwise between the Optionee and the Board,
      which agreement must be in writing and signed by the Optionee and the
      Company.

    


    20.
      Conditions upon Issuance of Shares.  Shares shall not be issued
      pursuant to the exercise of an Option unless the exercise of such Option and
      the
      issuance and delivery of such Shares pursuant thereto shall comply with all
      relevant provisions of law, including, without limitation, the Securities Act
      of
      1933, as  amended, the Securities Exchange Act of 1934, as amended,
      the rules and regulations promulgated thereunder, state securities laws, and
      the
      requirements of any stock exchange upon which the Shares may then be listed,
      and
      shall be further subject to the approval of counsel for the Company with respect
      to such compliance.

    


    As
      a
      condition to the exercise of an Option, the Company may require the person
      exercising such Option to render to the Company a written statement containing
      such representations and warranties as, in the opinion of counsel for
      the  Company, may be required to ensure compliance with any of the
      aforementioned relevant provisions of law, including a representation that
      the
      Shares are being  purchased only for investment and without any
      present intention to sell or  distribute such Shares, if, in the
      opinion of counsel for the Company, such  representation is
      required.

    


    21.
      Reservation of Shares.  The Company, during the term of this
      Plan, will at all time reserve and keep available such number of Shares as
      shall
      be sufficient to satisfy the requirements of the Plan.

    


    22.
      Option Agreement.  Options shall be evidenced by written option
      agreements in such form as the Board shall approve.

    


    23.
      Stockholder Approval.  Continuance of the Plan shall be subject
      to approval by the stockholders of the Company within twelve (12) months before
      or after the date the Plan is adopted.  If such Stockholder approval
      is obtained at a duly held Stockholders' Meeting, it may be obtained by the
      affirmative vote of the holders of a majority of the Shares of the Company
      present or represented and entitled to vote thereon.  In the case of
      approval by written consent, it must be obtained by the written consent of
      all
      stockholders of the Company, or by written consent of a smaller percentage
      of
      stockholders but only if the Board determines, on the basis of advice of the
      Company's legal counsel, that the written consent of such a smaller percentage
      of stockholders will comply with all applicable laws and will not adversely
      affect the qualifications of the Plan under Section 422 of the
      Code.


    
      
        
        

      

      
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      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    

     

    


    24.
      Information to Optionees.  The Company shall provide to each
      Optionee, during the period for which such Optionee has one or more Options
      outstanding, copies of all annual reports and other information which are
      provided to all stockholders of the Company.  The Company shall not be
      required to provide such information if the issuance of Options under the Plan
      is limited to key employees whose duties in connection with the Company assure
      their access to equivalent information.

    


    25.
Government
      and Other
      Regulations.  The obligation of the Company with respect to Awards
      shall be subject to all applicable laws, rules and regulations and such
      approvals by any governmental agencies as may be required, including, without
      limitation, the effectiveness of any registration statement required under
      the
      Securities Act of 1933, and the rules and regulations of any securities exchange
      on which the Common Stock may be listed.  For so long as the Common
      Stock is registered under the Exchange Act, the Company shall use its reasonable
      efforts to comply with any legal requirements (a) to maintain a registration
      statement in effect under the Securities Act of 1933 with respect to all shares
      of Common Stock that may be issued to Holders under the Plan, and (b) to file
      in
      a timely manner all reports required to be filed by it under the Exchange
      Act.

    


    26.
      Withholding.  The Company's obligation to deliver shares of
      Common Stock or pay cash in respect of any Award under the Plan shall be subject
      to applicable federal, state and local tax withholding
      requirements.  Federal, state and local withholding taxes paid upon
      the exercise of any Option may be paid in shares of Common Stock upon such
      terms
      and conditions as the Board shall determine; provided, however, that the Board
      in its sole discretion may disapprove such payment and require that such taxes
      be paid in cash.

    


    27.
      Separability.  If any of the terms or provisions of this Plan
      conflict with the requirements of applicable law, then such terms or provisions
      shall be deemed inoperative to the extent necessary to avoid the conflict with
      applicable law without invalidating the remaining provisions
      hereof.

    


    28.
      Non-Exclusivity of the Plan.  The adoption of the Plan by the
      Board shall not be construed as creating any limitations on the power of the
      Board to adopt such other incentive arrangements as it may deem desirable,
      including, without limitation, the granting of stock options and the awarding
      of
      stock and cash otherwise than under the Plan, and such arrangements may be
      either generally applicable or applicable only in specific cases.

    


    29.
      Exclusion from Pension and Profit-Sharing Computation.  By
      acceptance of an Award, each Holder shall be deemed to have agreed that such
      Award is special incentive compensation that will not be taken into account,
      in
      any manner, as salary, compensation or bonus in determining the amount of any
      payment under any pension, retirement or other employee benefit plan of the
      Company or any of its Subsidiaries or Affiliates.  In addition, each
      beneficiary of a deceased Holder shall be deemed to have agreed that such Award
      will not affect the amount of any life insurance coverage, if any, provided
      by
      the Company or any of its Subsidiaries or Affiliates on the life of the Holder
      which is payable to such beneficiary under any life insurance plan covering
      employees of the Company or any of its Subsidiaries or Affiliates.

    


    30.
Governing
      Law.  The Plan shall be governed by, and construed in accordance
      with, the laws of the State of Delaware.

    


    31.
      Beneficiaries.  Each Holder may designate any person(s) or
      legal entity(s), including his or her estate, as his or her beneficiary under
      the Plan.  Such designation shall be made in writing on a form filed
      with the Secretary of the Company or his or her designee and may be revoked
      or
      changed by such Holder at any time by filing written notice of such revocation
      or change with the Secretary of the Company or his or her
      designee.  If no person shall be designated by a Holder as his or her
      beneficiary or if no person designated as a beneficiary survives such Holder,
      the Holder's beneficiary shall be his or her estate.


    
      
        
        

      

      
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      CAMELOT
        ENTERTAINMENT GROUP, INC.

      


      2007
        STOCK PLAN

      


      ADOPTED
        OCTOBER 1, 2007

    


    32.
Deferral
      of Options
      Gains.  The Agreement may contain terms, conditions and procedures
      permitting Holders to elect to defer the receipt of shares of Common Stock
      upon
      the exercise of Options for a specific period or until a specified
      event.

    


    33.
      Nonalienation of Benefits.  Except as specifically provided for
      herein, no right or benefit under the Plan shall be subject to anticipation,
      alienation, sale, assignment, hypothecation, pledge, exchange, transfer,
      encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
      hypothecate, pledge, exchange, transfer, encumber or charge the same shall
      be
      void.  No right or benefit hereunder shall in any manner be liable for
      or subject to the debts, contracts, liabilities or torts of the person entitled
      to such benefits.

    


    34.
      Right of Company to Terminate Employment.  Nothing contained in
      the Plan or in any Award shall confer on any Holder any right to continue in
      the
      employ of the Company or any of its Subsidiaries or Affiliates or interfere
      in
      any way with the right of the Company or a Subsidiary or Affiliate to terminate
      the employment of the Holder at any time, with or without cause; subject,
      however, to the provisions of any employment agreement between the Holder and
      the Company or any of its Subsidiaries or Affiliates.

    


    35.
Termination
      of
      Employment.

    


    35.1.
      General.  If a Holder's employment shall terminate prior to the
      complete exercise of an Option (or deemed exercise thereof, as provided in
      Section 6.5(a)), then such Option shall thereafter be exercisable solely to
      the
      extent provided in the applicable Agreement; provided, however, that, unless
      the
      applicable Agreement provides otherwise, (a) no Option may be exercised after
      the scheduled expiration date of such Option; (b) if the Holder's employment
      terminates by reason of Death, Disability or Total Disability, the Option shall
      remain exercisable for a period of at least one year following such termination
      (but not later than the scheduled expiration of such Option); and (c) any
      termination by the employing company for cause will be treated in accordance
      with the provisions of Section 35.2.

    


    35.2.
      Termination for Cause.  If a Holder's employment with the Company or
      any of its Subsidiaries or Affiliates shall be terminated for cause by the
      Company or such Subsidiary or Affiliate prior to the exercise of any Option,
      then unless the applicable Agreement provides otherwise, all Options held by
      such Holder and any permitted transferee pursuant to Section
      6.6.  shall terminate one month after the date of a termination for
      cause; provided, that if such termination for cause is for fraud,
      misappropriation or embezzlement, all Options shall terminate
      immediately.  For the purposes of Options granted prior to September
      30, 2007, cause (a) shall have the meaning provided for in any employment,
      advisory or consulting agreement to which such Holder and the Company or any
      Subsidiary or Affiliate are parties or (b) in the absence thereof, shall mean
      insubordination, dishonesty, incompetence, moral turpitude, other misconduct
      of
      any kind and the refusal to perform such Holder's duties and responsibilities
      for any reason other than illness or incapacity, except that if the termination
      occurs within 12 months after an Approved Transaction, Control Purchase or
      Board
      Change, cause under this clause (b) shall mean only a felony conviction for
      fraud, misappropriation or embezzlement. For purposes of Options granted on
      or
      after September 30, 2007, except as otherwise provided in the applicable
      Agreement, (x) cause shall have the meaning provided for in any employment
      or
      consulting agreement to which the Holder and the Company or any Subsidiary
      or
      Affiliate are parties or (y) in the absence thereof, cause shall include (and
      is
      not limited to) dishonesty with respect to the Company or any Affiliate,
      insubordination, substantial malfeasance or non-feasance of duty, unauthorized
      disclosure of confidential information and conduct substantially prejudicial
      to
      the business of the Company or any Affiliate. For purposes of Options granted
      on
      or after September 30, 2007, cause is not limited to events which have occurred
      prior to a Holder's termination of service, nor is it necessary that the Board's
      finding of cause occur prior to termination but rather, if the Board determines,
      subsequent to a Holder's termination of service but prior to the exercise of
      an
      Option, that either prior or subsequent to the Holder's termination the Holder
      engaged in conduct which could constitute cause, then the right to exercise
      any
      Option is forfeited. The determination of the Board as to the existence of
      cause
      will be conclusive on the Holder and the Company.

    


    35.3.
      Special Rule.  Notwithstanding any other provision of the Plan, the
      Board may provide in the applicable Agreement that the Award shall become and/or
      remain exercisable at rates and times at variance with the rules otherwise
      herein set forth; provided, however, that any such Agreement provisions at
      variance with the exercisability rules otherwise set forth herein shall be
      effective only if reflected in the terms of an employment agreement approved
      or
      ratified by the Board.


    35.4.
      Miscellaneous.  The Board may determine whether any given leave of
      absence constitutes a termination of employment and may make other provisions
      in
      the applicable Agreement relating to leaves of absence.  Awards made
      under the Plan shall not be affected by any change of employment so long as
      the
      Holder continues to be an employee of (a) for Options granted prior to September
      30, 2007, the Company or one of its Subsidiaries and (b) for Options granted
      on
      or after September 30, 2007, the Company or one of its Affiliates.

    


    36.
      Factors to Consider.  In making determinations hereunder, the
      Board may take into account the nature of the services rendered by the
      respective employees, consultants or advisors, their dedication and past
      contributions to the Company and its Subsidiaries, their present and potential
      contributions to the success of the Company and its Subsidiaries and such other
      factors as the Board in its discretion shall deem relevant.

     

     

     12