WESTSIDE ENERGY CORPORATION

                           2007 EQUITY INCENTIVE PLAN

     The Westside Energy Corporation 2007 Equity Incentive Plan (the "Plan") was
adopted  by  the  Board  of  Directors  of Westside Energy Corporation, a Nevada
corporation (the "Company"), effective as of July 9, 2007 subject to approval by
the  Company's  stockholders.

1.     DEFINITIONS.

     Unless  otherwise  specified  or unless the context otherwise requires, the
following  terms,  as  used  in  this  Westside  Energy  Corporation 2007 Equity
Incentive  Plan,  have  the  following  meanings:

     "Administrator"  means  the Committee, unless it has delegated power to act
on  its  behalf to the Board of Directors, in which case the Administrator means
the  Board  of  Directors.

     "Affiliate"  means  a  corporation that, for purposes of Section 424 of the
Code,  is  a  parent  or  subsidiary  of  the  Company,  direct  or  indirect.

     "Agreement"  means  an  agreement  between  the  Company  and a Participant
delivered  pursuant  to  the  Plan,  in  such  a form as the Administrator shall
approve.

     "Board  of  Directors"  means  the  Board  of  Directors  of  the  Company.

     "Code"  means  the United States Internal Revenue Code of 1986, as amended.

     "Committee"  means  the Compensation Committee of the Board of Directors or
such  other  committee of the Board of Directors to which the Board of Directors
has  delegated  power  to  act  under or pursuant to the provisions of the Plan.

     "Common  Stock" means shares of the Company's common stock, $0.01 par value
per  share.

     "Company"  means  Westside  Energy  Corporation,  a  Nevada  corporation.

     "Disability"  or "Disabled" means permanent and total disability as defined
in  Section  22(e)(3)  of  the  Code.

     "Employee" means any employee of the Company or of an Affiliate (including,
without limitation, an employee who is also serving as an officer or director of
the  Company or of an Affiliate), designated by the Administrator to be eligible
to  be  granted  one  or  more  Stock  Rights  under  the  Plan.

     "Fair  Market  Value"  of  a  Share  of  Common  Stock  means:

     (1)     If  the Common Stock is listed on a national securities exchange or
traded  in  the  over-the-counter market and sales prices are regularly reported
for  the  Common  Stock,  the average of the closing or last price of the Common
Stock  on  the  composite tape or other comparable reporting system for the five
(5)  trading  days,  consisting  of  (i)  the  two  (2) trading days immediately
following the applicable date, (ii) the trading day that is the applicable date,
and  (iii)  the  two (2) trading days immediately preceding the applicable date;

     (2)     If the Common Stock is not traded on a national securities exchange
but  is traded on the over-the-counter market, if sales prices are not regularly
reported for the Common Stock for the trading day referred to in clause (1), and
if  bid  and  asked prices for the Common Stock are regularly reported, the mean
between the bid and the asked price for the Common Stock at the close of trading
in  the  over-the-counter  market  for the trading day on which Common Stock was
traded  immediately  preceding  the  applicable  date;  and

     (3)     If  the  Common  Stock  is  neither listed on a national securities
exchange  nor  traded  in  the  over-the-counter  market,  such  value  as  the
Administrator,  in  good  faith,  shall  determine.

     "ISO"  means  a  stock option meant to qualify as an incentive stock option
under  Section  422  of  the  Code.

     "Non-Qualified Option" means a stock option that is not intended to qualify
as  an  ISO.

     "Option"  means  an  ISO  or  Non-Qualified  Option granted under the Plan.

     "Participant"  means  an Employee, director or consultant of the Company or
an  Affiliate  to  whom  one or more Stock Rights are granted under the Plan. As
used  herein,  "Participant"  shall  include "Participant's Survivors" where the
context  requires.

     "Plan"  means  this Westside Energy Corporation 2007 Equity Incentive Plan.

     "Shares"  means  shares  of  the Common Stock as to which Stock Rights have
been  or may be granted under the Plan or any shares of capital stock into which
the  Shares are changed or for which they are exchanged within the provisions of
Paragraph  3 of the Plan. The Shares issued under the Plan may be authorized and
unissued  shares  or  shares  held  by  the  Company  in  its treasury, or both.

     "Stock-Based  Award"  means  a  grant  by  the Company under the Plan of an
equity  award  or  an equity based award that is not an Option or a Stock Grant.

     "Stock  Grant"  means  a  grant  by  the  Company of Shares under the Plan.

     "Stock Right" means a right to Shares or the value of Shares of the Company
granted  pursuant to the Plan - an ISO, a Non-Qualified Option, a Stock Grant or
a  Stock-Based  Award.

     "Survivor"  means a deceased Participant's legal representatives and/or any
person or persons who acquired the Participant's rights to a Stock Right by will
or  by  the  laws  of  descent  and  distribution.

2.     PURPOSES  OF  THE  PLAN.

     The purpose of the Plan is to attract and retain the services of Employees,
certain  consultants,  and  directors of the Company and its subsidiaries and to
provide  such  persons  with  a  proprietary interest in the Company through the
granting  of  ISO's, Non-Qualified Options, Stock Grants and Stock-Based Awards,
whether  granted  singly,  or  in  combination,  or  in  tandem,  that  will

     (a)     Increase  the  interest  of  such persons in the Company's welfare;

     (b)     Furnish an incentive to such persons to continue their services for
the  Company;  and

     (c)     Provide  a means through which the Company may attract able persons
as  employees,  contractors,  consultants  and  directors.

     With respect to reporting Participants, the Plan and all transactions under
the  Plan  are  intended  to comply with all applicable conditions of Rule 16b-3
promulgated  under  the  Securities  Exchange  Act  of  1934.  To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed  null  and  void  ab  initio,  to  the extent permitted by law and deemed
advisable  by  the  Committee.

3.     SHARES  SUBJECT  TO  THE  PLAN.

     (a)     The number of Shares which may be issued from time to time pursuant
to  this  Plan  shall  be  2,000,000, or the equivalent of such number of Shares
after  the  Administrator, in its sole discretion, has interpreted the effect of
any  stock  split,  stock  dividend,  combination,  recapitalization  or similar
transaction  in  accordance  with  Paragraph  24  of  the  Plan.

     (b)     If an Option ceases to be "outstanding," in whole or in part (other
than  by  exercise),  or  if  the  Company shall reacquire (at not more than its
original  issuance  price)  any  Shares  issued  pursuant  to  a  Stock Grant or
Stock-Based  Award, or if any Stock Right expires or is forfeited, cancelled, or
otherwise  terminated  or  results  in any Shares not being issued, the unissued
Shares  which  were  subject  to  such  Stock Right shall again be available for
issuance from time to time pursuant to this Plan. Notwithstanding the foregoing,
if a Stock Right is exercised in whole or in part, by tender of Shares or if the
Company's  tax  withholding  obligation  is satisfied by withholding Shares, the
number  of  Shares needed to have been issued under the Plan for purposes of the
limitation  set forth in Paragraph 3(a) above shall be the number of Shares that
were  subject  to  the Stock Right or portion thereof, and not the net number of
Shares  actually  issued.

4.     ADMINISTRATION  OF  THE  PLAN.

     The  Administrator  of the Plan will be the Committee, except to the extent
the  Board  of  Directors  elects  to  retain  all or part of the authority with
respect  to  the  Plan,  in  which  case  the  Board  of  Directors shall be the
Administrator.  Subject  to  the  provisions  of  the Plan, the Administrator is
authorized  to:

     (a)     Interpret  the  provisions  of the Plan and all Stock Rights and to
make  all  rules and determinations that it deems necessary or advisable for the
administration  of  the  Plan;

     (b)     Determine  which  Employees,  directors  and  consultants  shall be
granted  Stock  Rights;

     (c)     Determine  the  number  of  Shares for which a Stock Right or Stock
Rights  shall  be  granted;

     (d)     Specify  the terms and conditions upon which a Stock Right or Stock
Rights  may  be  granted;

     (e)     Make  changes  to  any  outstanding Stock Right, including, without
limitation,  to  reduce  or  increase  the  exercise  price  or  purchase price,
accelerate  the vesting schedule or extend the expiration date, provided that no
such  change shall impair the rights of a Participant under any grant previously
made  without  such  Participant's  consent;

     (f)     Buy  out  for a payment in cash or Shares, a Stock Right previously
granted  and/or  cancel  any such Stock Right and grant in substitution therefor
other Stock Rights, covering the same or a different number of Shares and having
an  exercise price or purchase price per share which may be lower or higher than
the exercise price or purchase price of the cancelled Stock Right, based on such
terms  and  conditions  as the Administrator shall establish and the Participant
shall  accept;  and

     (g)     Adopt  any  sub-plans  applicable  to  residents  of  any specified
jurisdiction  as  it  deems  necessary or appropriate in order to comply with or
take  advantage  of  any  tax or other laws applicable to the Company or to Plan
Participants  or  to  otherwise facilitate the administration of the Plan, which
sub-plans  may include additional restrictions or conditions applicable to Stock
Rights  or  Shares  issuable  pursuant  to  a  Stock  Right.

provided,  however,  that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status  under  Section  422 of the Code of those Options which are designated as
ISO's.  Subject  to  the  foregoing,  the interpretation and construction by the
Administrator  of any provisions of the Plan or of any Stock Right granted under
it shall be final, unless otherwise determined by the Board of Directors, if the
Administrator  is  the  Committee.  In  addition,  if  the  Administrator is the
Committee,  the Board of Directors may take any action under the Plan that would
otherwise  be  the  responsibility  of  the  Committee.

     To the extent permitted under applicable law, the Board of Directors or the
Committee  may allocate all or any portion of its responsibilities and powers to
any  one  or  more  of  its  members  and may delegate all or any portion of its
responsibilities  and  powers  to  any other person selected by it. The Board of
Directors  or  the Committee may revoke any such allocation or delegation at any
time.

5.  ELIGIBILITY  FOR  PARTICIPATION.

     The  Administrator  will,  in its sole discretion, name the Participants in
the Plan, provided, however, that each Participant must be an Employee, director
or  consultant  of  the  Company or of an Affiliate at the time a Stock Right is
granted.  Notwithstanding  the  foregoing,  the  Administrator may authorize the
grant  of a Stock Right to a person not then an Employee, director or consultant
of  the  Company or of an Affiliate; provided, however, that the actual grant of
such  Stock  Right  shall  be  conditioned upon such person becoming eligible to
become  a  Participant at or prior to the time of the execution of the Agreement
evidencing  such  Stock  Right.  ISO's  may  be  granted  only  to  Employees.
Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any
Employee, director or consultant of the Company or an Affiliate. The granting of
any  Stock Right to any individual shall neither entitle that individual to, nor
disqualify  him  or  her from, participation in any other grant of Stock Rights.

6.     TERMS  AND  CONDITIONS  OF  OPTIONS.

     Each  Option  shall  be  set  forth in writing in an Option Agreement, duly
executed  by  the Company and, to the extent required by law or requested by the
Company,  by  the  Participant.  The  Administrator  may provide that Options be
granted  subject  to  such  terms  and conditions, consistent with the terms and
conditions  specifically required under this Plan, as the Administrator may deem
appropriate  including,  without  limitation,  subsequent  approval  by  the
stockholders  of  the Company of this Plan or any amendments thereto. The Option
Agreements  shall  be  subject  to  at least the following terms and conditions:

     A.  Non-Qualified  Options:  Each  Option  intended  to  be a Non-Qualified
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Option  shall  be  subject  to  the terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company, subject to
the  following  minimum  standards  for  any  such  Non-Qualified  Option:

     (a)     Option  Price:  Each  Option Agreement shall state the option price
(per  share)  of  the Shares covered by each Option, which option price shall be
determined by the Administrator but shall not be less than the Fair Market Value
per  share  of  Common  Stock.

     (b)     Number  of Shares:  Each Option Agreement shall state the number of
Shares  to  which  it  pertains.

     (c)     Option  Periods:  Each  Option  Agreement  shall  state the date or
dates on which it first is exercisable and the date after which it may no longer
be  exercised,  and  may  provide  that  the  Option  rights  accrue  or  become
exercisable  in  installments  over  a  period  of  months or years, or upon the
occurrence  of  certain  conditions or the attainment of stated goals or events.

     (d)     Option  Conditions:  Exercise of any Option may be conditioned upon
the  Participant's  execution of a Share purchase agreement in form satisfactory
to  the  Administrator providing for certain protections for the Company and its
other  stockholders,  including  requirements  that:

     (i)     The  Participant's or the Participant's Survivors' right to sell or
transfer  the  Shares  may  be  restricted;  and

     (ii)     The  Participant or the Participant's Survivors may be required to
execute  letters  of investment intent and must also acknowledge that the Shares
will  bear  legends  noting  any  applicable  restrictions.

     B.     ISO's:  Each Option intended to be an ISO shall be issued only to an
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Employee  and  be  subject  to  the  following  terms  and conditions, with such
additional  restrictions  or  changes  as  the  Administrator  determines  are
appropriate  but  not  in  conflict  with  Section  422 of the Code and relevant
regulations  and  rulings  of  the  Internal  Revenue  Service:
          (a)     Minimum  standards:  The  ISO shall meet the minimum standards
required  of Non-Qualified Options, as described in Paragraph 6(A) above, except
clauses  (a)  and  (e)  thereunder.

     (b)     Option  Price:  Immediately  before  the  ISO  is  granted,  if the
Participant  owns,  directly or by reason of the applicable attribution rules in
Section  424(d)  of  the  Code:

     (i)     10%  or  less  of the total combined voting power of all classes of
stock  of  the Company or an Affiliate, the Option price per share of the Shares
covered  by  each  ISO  shall not be less than 100% of the Fair Market Value per
share  of  the  Shares  on  the  date  of  the  grant  of  the  Option;  or

     (ii)     More than 10% of the total combined voting power of all classes of
stock  of  the Company or an Affiliate, the Option price per share of the Shares
covered  by each ISO shall not be less than 110% of the Fair Market Value on the
date  of  grant.

     (c)     Term  of  Option:  For  Participants  who  own:

     (i)     10%  or  less  of the total combined voting power of all classes of
stock of the Company or an Affiliate, each ISO shall terminate not more than ten
years from the date of the grant or at such earlier time as the Option Agreement
may  provide;  or

     (ii)     More than 10% of the total combined voting power of all classes of
stock  of  the  Company  or an Affiliate, each ISO shall terminate not more than
five  years  from  the  date  of the grant or at such earlier time as the Option
Agreement  may  provide.

     (d)     Limitation  on  Yearly  Exercise:  The  Option  Agreements  shall
restrict  the  amount of ISO's which may become exercisable in any calendar year
(under  this  or  any other ISO plan of the Company or an Affiliate) so that the
aggregate  Fair Market Value (determined at the time each ISO is granted) of the
stock  with  respect  to  which  ISO's are exercisable for the first time by the
Participant  in  any  calendar  year  does  not  exceed  $100,000.

7.     TERMS  AND  CONDITIONS  OF  STOCK  GRANTS.

     Each  offer of a Stock Grant to a Participant shall state the date prior to
which  the  Stock  Grant  must be accepted by the Participant, and the principal
terms  of  each Stock Grant shall be set forth in an Agreement, duly executed by
the  Company  and, to the extent required by law or requested by the Company, by
the  Participant. The Agreement shall be in a form approved by the Administrator
and  shall contain terms and conditions which the Administrator determines to be
appropriate  and  in  the best interest of the Company, subject to the following
minimum  standards:

     (a)     Each  Agreement shall state the purchase price (per share), if any,
of  the  Shares  covered  by  each  Stock  Grant,  which purchase price shall be
determined  by  the  Administrator  but  shall  not  be  less  than  the minimum
consideration  required by Chapter 78 of the Nevada Revised Statutes on the date
of  the  grant  of  the  Stock  Grant;

     (b)     Each  Agreement shall state the number of Shares to which the Stock
Grant  pertains;  and

     (c)     Each  Agreement shall include the terms of any right of the Company
to  restrict  or  reacquire the Shares subject to the Stock Grant, including the
time  and  events  upon  which  such  rights shall accrue and the purchase price
therefor,  if  any.

8.     TERMS  AND  CONDITIONS  OF  OTHER  STOCK-BASED  AWARDS.

     The Board shall have the right to grant other Stock-Based Awards based upon
the  Common  Stock  having such terms and conditions as the Board may determine,
including,  without  limitation,  the  grant  of  Shares  based  upon  certain
conditions,  the  grant  of  securities convertible into Shares and the grant of
stock  appreciation  rights,  phantom stock awards or stock units. The principal
terms  of  each  Stock-Based  Award  shall  be  set  forth in an Agreement, duly
executed  by  the Company and, to the extent required by law or requested by the
Company,  by  the  Participant. The Agreement shall be in a form approved by the
Administrator  and  shall  contain  terms and conditions which the Administrator
determines  to  be  appropriate  and  in  the  best  interest  of  the  Company.

9.     EXERCISE  OF  OPTIONS  AND  ISSUE  OF  SHARES.

     An Option (or any part or installment thereof) shall be exercised by giving
written  notice  to  the  Company  or  its designee, together with provision for
payment  of  the  full  purchase price in accordance with this Paragraph for the
Shares  as  to which the Option is being exercised, and upon compliance with any
other  condition(s)  set  forth  in  the  Option Agreement. Such notice shall be
signed  by  the  person  exercising the Option, shall state the number of Shares
with  respect  to  which  the  Option  is  being exercised and shall contain any
representation  required  by  the  Plan  or the Option Agreement. Payment of the
purchase  price  for the Shares as to which such Option is being exercised shall
be  made  (a)  in  United  States  dollars  in  cash  or by check, or (b) at the
discretion  of  the  Administrator,  through  delivery of shares of Common Stock
having  a  Fair  Market  Value  equal as of the date of the exercise to the cash
exercise  price  of  the  Option and held for at least six months, or (c) at the
discretion  of  the  Administrator, by having the Company retain from the shares
otherwise issuable upon exercise of the Option, a number of shares having a Fair
Market  Value  equal  as  of  the  date of exercise to the exercise price of the
Option,  or  (d)  at  the  discretion of the Administrator, in accordance with a
cashless  exercise  program  established  with  a securities brokerage firm, and
approved by the Administrator, or (e) at the discretion of the Administrator, by
any  combination  of (a), (b), (c) and (d) above or (f) at the discretion of the
Administrator,  payment  of such other lawful consideration as the Administrator
may  determine.  Notwithstanding  the  foregoing, the Administrator shall accept
only  such  payment  on exercise of an ISO as is permitted by Section 422 of the
Code.

     The  Company  shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as  the  case may be). In determining what constitutes "reasonably promptly," it
is  expressly  understood  that  the  issuance and delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation (including,
without  limitation,  state  securities  or  "blue sky" laws) which requires the
Company  to  take any action with respect to the Shares prior to their issuance.
The  Shares  shall,  upon  delivery,  be  fully  paid,  non-assessable  Shares.

     The  Administrator  shall have the right to accelerate the date of exercise
of  any  installment  of  any  Option; provided that the Administrator shall not
accelerate  the  exercise  date  of  any installment of any Option granted to an
Employee  as  an  ISO  (and not previously converted into a Non-Qualified Option
pursuant  to Paragraph 27) if such acceleration would violate the annual vesting
limitation  contained  in  Section 422(d) of the Code, as described in Paragraph
6.B.d.

     The Administrator may, in its discretion, amend any term or condition of an
outstanding  Option  provided (i) such term or condition as amended is permitted
by  the Plan, (ii) any such amendment shall be made only with the consent of the
Participant  to whom the Option was granted, or in the event of the death of the
Participant,  the  Participant's  Survivors,  if the amendment is adverse to the
Participant, and (iii) any such amendment of any Option shall be made only after
the  Administrator  determines  whether  such  amendment  would  constitute  a
"modification" of any Option which is an ISO (as that term is defined in Section
424(h)  of  the Code) or would cause any adverse tax consequences for the holder
of  such  Option  including, but not limited to, pursuant to Section 409A of the
Code.

10.     ACCEPTANCE  OF  STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.

     A  Stock  Grant  or  Stock-Based Award (or any part or installment thereof)
shall be accepted by executing the applicable Agreement and delivering it to the
Company  or  its  designee,  together  with  provision  for  payment of the full
purchase  price,  if any, in accordance with this Paragraph for the Shares as to
which  such  Stock  Grant  or  Stock-Based  Award  is  being  accepted, and upon
compliance  with  any  other  conditions  set forth in the applicable Agreement.
Payment  of  the  purchase  price for the Shares as to which such Stock Grant or
Stock-Based  Award  is being accepted shall be made (a) in United States dollars
in  cash  or  by  check,  or (b) at the discretion of the Administrator, through
delivery  of  shares  of  Common Stock held for at least six months and having a
Fair Market Value equal as of the date of acceptance of the Stock Grant or Stock
Based-Award  to  the  purchase price of the Stock Grant or Stock-Based Award, or
(c)  at  the  discretion  of  the  Administrator,  by  delivery of the grantee's
personal  recourse  note  bearing  interest payable not less than annually at no
less  than 100% of the applicable Federal rate, as defined in Section 1274(d) of
the  Code,  or (d) at the discretion of the Administrator, by any combination of
(a),  (b)  and (c) above; or (e) at the discretion of the Administrator, payment
of  such  other  lawful  consideration  as  the  Administrator  may  determine.

     The Company shall then, if required by the applicable Agreement, reasonably
promptly  deliver  the  Shares as to which such Stock Grant or Stock-Based Award
was  accepted to the Participant (or to the Participant's Survivors, as the case
may  be), subject to any escrow provision set forth in the applicable Agreement.
In  determining  what  constitutes  "reasonably  promptly,"  it  is  expressly
understood  that  the  issuance and delivery of the Shares may be delayed by the
Company  in  order  to  comply  with  any  law or regulation (including, without
limitation,  state  securities or "blue sky" laws) which requires the Company to
take  any  action  with  respect  to  the  Shares  prior  to their issuance. The
Administrator  may,  in  its  discretion,  amend  any  term  or  condition of an
outstanding  Stock Grant, Stock-Based Award or applicable Agreement provided (i)
such  term  or  condition as amended is permitted by the Plan, and (ii) any such
amendment  shall  be  made  only with the consent of the Participant to whom the
Stock  Grant  or  Stock-Based Award was made, if the amendment is adverse to the
Participant.

11.     RIGHTS  AS  A  STOCKHOLDER.

     No  Participant to whom a Stock Right has been granted shall have rights as
a  stockholder  with  respect  to any Shares covered by such Stock Right, except
after  due  exercise  of  the  Option or acceptance of the Stock Grant or as set
forth  in  any Agreement, and tender of the full purchase price, if any, for the
Shares  being purchased pursuant to such exercise or acceptance and registration
of  the  Shares  in the Company's share register in the name of the Participant.

12.     ASSIGNABILITY  AND  TRANSFERABILITY  OF  STOCK  RIGHTS.

     By  its  terms,  a  Stock  Right  granted  to  a  Participant  shall not be
transferable by the Participant other than (i) by will or by the laws of descent
and distribution, or (ii) as approved by the Administrator in its discretion and
set  forth  in  the  applicable Agreement. Notwithstanding the foregoing, an ISO
transferred  except  in compliance with clause (i) above shall no longer qualify
as  an  ISO. The designation of a beneficiary of a Stock Right by a Participant,
with  the  prior  approval  of  the  Administrator  and  in  such  form  as  the
Administrator shall prescribe, shall not be deemed a transfer prohibited by this
Paragraph.  Except as provided above, a Stock Right shall only be exercisable or
may only be accepted, during the Participant's lifetime, by such Participant (or
by  his  or  her  legal  representative)  and  shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be  subject to execution, attachment or similar process. Any attempted transfer,
assignment,  pledge, hypothecation or other disposition of any Stock Right or of
any  rights  granted  thereunder contrary to the provisions of this Plan, or the
levy  of any attachment or similar process upon a Stock Right, shall be null and
void.

13.     EFFECT  ON  OPTIONS  OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR
DEATH  OR  DISABILITY.

     Except  as  otherwise  provided in a Participant's Option Agreement, in the
event  of  a  termination  of  service  (whether  as  an  employee,  director or
consultant)  with  the  Company  or  an  Affiliate  before  the  Participant has
exercised  an  Option,  the  following  rules  apply:

     (a)     A  Participant who ceases to be an employee, director or consultant
of  the  Company  or of an Affiliate (for any reason other than termination "for
cause",  Disability,  or  death  for  which  events  there  are special rules in
Paragraphs 14, 15, and 16, respectively), may exercise any Option granted to him
or  her  to  the  extent  that  the  Option  is  exercisable on the date of such
termination  of  service,  but  only  within  such term as the Administrator has
designated  in  a  Participant's  Option  Agreement.

     (b)     Except  as  provided  in Subparagraph (c) below, or Paragraph 15 or
16,  in  no  event  may an Option intended to be an ISO, be exercised later than
three  months  after  the  Participant's  termination  of  employment.

     (c)     The  provisions  of  this  Paragraph,  and  not  the  provisions of
Paragraph  15  or  16,  shall  apply  to  a Participant who subsequently becomes
Disabled  or  dies  after  the  termination  of  employment,  director status or
consultancy;  provided,  however,  in  the case of a Participant's Disability or
death  within  three months after the termination of employment, director status
or  consultancy, the Participant or the Participant's Survivors may exercise the
Option  within  one  year  after  the  date  of the Participant's termination of
service, but in no event after the date of expiration of the term of the Option.

     (d)     Notwithstanding anything herein to the contrary, if subsequent to a
Participant's  termination  of  employment,  termination  of  director status or
termination of consultancy, but prior to the exercise of an Option, the Board of
Directors  determines  that,  either  prior  or  subsequent to the Participant's
termination,  the Participant engaged in conduct which would constitute "cause",
then  such  Participant  shall forthwith cease to have any right to exercise any
Option.

     (e)     A Participant to whom an Option has been granted under the Plan who
is  absent from the Company or an Affiliate because of temporary disability (any
disability  other than a Disability as defined in Paragraph 1 hereof), or who is
on  leave  of  absence for any purpose, shall not, during the period of any such
absence,  be  deemed,  by  virtue of such absence alone, to have terminated such
Participant's  employment,  director  status  or consultancy with the Company or
with  an Affiliate, except as the Administrator may otherwise expressly provide.

     (f)     Except as required by law or as set forth in a Participant's Option
Agreement, Options granted under the Plan shall not be affected by any change of
a  Participant's  status within or among the Company and any Affiliates, so long
as  the  Participant  continues to be an employee, director or consultant of the
Company  or  any  Affiliate.

14.     EFFECT  ON  OPTIONS  OF  TERMINATION  OF  SERVICE  "FOR  CAUSE".

     Except  as  otherwise  provided  in  a  Participant's Option Agreement, the
following  rules  apply  if  the  Participant's service (whether as an employee,
director  or  consultant)  with  the  Company or an Affiliate is terminated "for
cause"  prior  to  the  time  that  all his or her outstanding Options have been
exercised:

     (a)     All  outstanding  and  unexercised  Options  as  of  the  time  the
Participant  is  notified  his  or  her  service  is terminated "for cause" will
immediately  be  forfeited.

     (b)     For  purposes  of  this  Plan,  "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,  breach  by  the  Participant  of any
provision  of  any  employment,  consulting,  advisory,  nondisclosure,
non-competition  or  similar  agreement between the Participant and the Company,
and  conduct  substantially  prejudicial  to  the business of the Company or any
Affiliate. The determination of the Administrator as to the existence of "cause"
will  be  conclusive  on  the  Participant  and  the  Company.

     (c)     "Cause"  is  not  limited  to  events that have occurred prior to a
Participant's  termination  of  service,  nor  is  it  necessary  that  the
Administrator's  finding  of  "cause"  occur  prior  to  termination.  If  the
Administrator  determines,  subsequent to a Participant's termination of service
but  prior  to the exercise of an Option, that either prior or subsequent to the
Participant's  termination  the  Participant  engaged  in  conduct  which  would
constitute  "cause",  then  the  right  to  exercise  any  Option  is forfeited.

     (d)     Any  provision  in  an  agreement  between  the Participant and the
Company  or an Affiliate, which contains a conflicting definition of "cause" for
termination  and  which  is  in  effect  at  the time of such termination, shall
supersede  the  definition  in  this  Plan  with  respect  to  that Participant.

15.     EFFECT  ON  OPTIONS  OF  TERMINATION  OF  SERVICE  FOR  DISABILITY.

Except  as  otherwise  provided  in  a  Participant's  Option  Agreement:

     (a)     A  Participant who ceases to be an employee, director or consultant
of  the  Company  or  of  an  Affiliate by reason of Disability may exercise any
Option  granted  to  such  Participant:

     (i)     To  the  extent  that the Option has become exercisable but has not
been  exercised  on  the  date  of  Disability;  and

     (ii)     In the event rights to exercise the Option accrue periodically, to
the  extent  of  a  pro  rata  portion  through  the  date  of Disability of any
additional  vesting  rights that would have accrued on the next vesting date had
the  Participant  not  become  Disabled.  The pro ration shall be based upon the
number  of  days  accrued  in  the  current  vesting period prior to the date of
Disability.

     (b)     A  Disabled  Participant  may  exercise such rights only within the
period  ending  one  year  after  the  date  of the Participant's termination of
employment,  directorship  or  consultancy,  as the case may be, notwithstanding
that  the  Participant might have been able to exercise the Option as to some or
all of the Shares on a later date if the Participant had not become Disabled and
had  continued  to be an employee, director or consultant or, if earlier, within
the  originally  prescribed  term  of  the  Option.

     (c)     The  Administrator  shall  make  the  determination both of whether
Disability  has  occurred and the date of its occurrence (unless a procedure for
such  determination  is  set  forth in another agreement between the Company and
such  Participant,  in  which  case  such  procedure  shall  be  used  for  such
determination).  If  requested,  a  physician  selected  or  approved  by  the
Administrator  shall examine the Participant, and the Company shall pay the cost
of  the  examination.

16.     EFFECT  ON  OPTIONS  OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

Except  as  otherwise  provided  in  a  Participant's  Option  Agreement:

     (a)     In the event of the death of a Participant while the Participant is
an  employee,  director  or  consultant  of  the Company or of an Affiliate, the
Participant's  Survivors  may  exercise  such  Option:

     (i)     To  the  extent  that the Option has become exercisable but has not
been  exercised  on  the  date  of  death;  and

     (ii)     In the event rights to exercise the Option accrue periodically, to
the  extent  of  a  pro rata portion through the date of death of any additional
vesting  rights  that  would  have  accrued  on  the  next  vesting date had the
Participant  not  died.  The  pro  ration shall be based upon the number of days
accrued  in the current vesting period prior to the Participant's date of death.

     (b)     If  the  Participant's  Survivors wish to exercise the Option, they
must  take  all necessary steps to exercise the Option within one year after the
date  of death of such Participant, notwithstanding that the decedent might have
been able to exercise the Option as to some or all of the Shares on a later date
if  he  or  she  had  not  died but had continued to be an employee, director or
consultant  or, if earlier, within the originally prescribed term of the Option.


<PAGE>
17.     EFFECT  OF  TERMINATION  OF  SERVICE  ON  UNACCEPTED  STOCK  GRANTS.

     In  the event of a termination of service (whether as an employee, director
or  consultant)  with  the  Company  or  an  Affiliate for any reason before the
Participant  has  accepted  a  Stock  Grant,  such  offer  shall  terminate.

     For  purposes of this Paragraph 17 and Paragraph 18 below, a Participant to
whom  a  Stock  Grant has been offered and accepted under the Plan who is absent
from  work with the Company or with an Affiliate because of temporary disability
(any  disability  other  than a Disability as defined in Paragraph 1 hereof), or
who  is on leave of absence for any purpose, shall not, during the period of any
such  absence,  be  deemed,  by virtue of such absence alone, to have terminated
such  Participant's  employment, director status or consultancy with the Company
or  with  an  Affiliate,  except  as  the  Administrator may otherwise expressly
provide.

     In  addition, for purposes of this Paragraph 17 and Paragraph 18 below, any
change  of  employment  or  other  service  within  or among the Company and any
Affiliates  shall not be treated as a termination of employment, director status
or  consultancy so long as the Participant continues to be an employee, director
or  consultant  of  the  Company  or  any  Affiliate.

18.     EFFECT  ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE"
OR  DEATH  OR  DISABILITY.

     Except  as  otherwise provided in a Participant's Stock Grant Agreement, in
the  event  of  a  termination  of  service (whether as an employee, director or
consultant),  other than termination "for cause," Disability, or death for which
events  there  are  special  rules  in  Paragraphs 19, 20, and 21, respectively,
before  all  Company  rights  of  repurchase shall have lapsed, then the Company
shall  have  the  right  to  repurchase that number of Shares subject to a Stock
Grant  as  to  which  the  Company's  repurchase  rights  have  not  lapsed.

19.     EFFECT  ON  STOCK  GRANTS  OF  TERMINATION  OF  SERVICE  "FOR  CAUSE".

     Except  as otherwise provided in a Participant's Stock Grant Agreement, the
following  rules  apply  if  the  Participant's service (whether as an employee,
director  or  consultant)  with  the  Company or an Affiliate is terminated "for
cause":

     (a)     All  Shares subject to any Stock Grant shall be immediately subject
to  repurchase  by  the  Company  at  the  purchase  price,  if  any,  thereof.

     (b)     For  purposes  of  this  Plan,  "cause"  shall  include (and is not
limited  to)  dishonesty  with  respect  to  the  employer,  insubordination,
substantial  malfeasance  or  non-feasance  of  duty, unauthorized disclosure of
confidential  information,  breach  by  the  Participant of any provision of any
employment,  consulting,  advisory,  nondisclosure,  non-competition  or similar
agreement  between  the  Participant  and the Company, and conduct substantially
prejudicial  to  the business of the Company or any Affiliate. The determination
of  the  Administrator  as to the existence of "cause" will be conclusive on the
Participant  and  the  Company.

     (c)     "Cause"  is  not  limited  to  events that have occurred prior to a
Participant's  termination  of  service,  nor  is  it  necessary  that  the
Administrator's  finding  of  "cause"  occur  prior  to  termination.  If  the
Administrator  determines, subsequent to a Participant's termination of service,
that either prior or subsequent to the Participant's termination the Participant
engaged  in  conduct which would constitute "cause," then the Company's right to
repurchase  all  of  such  Participant's  Shares  shall  apply.

     (d)     Any  provision  in  an  agreement  between  the Participant and the
Company  or an Affiliate, which contains a conflicting definition of "cause" for
termination  and  which  is  in  effect  at  the time of such termination, shall
supersede  the  definition  in  this  Plan  with  respect  to  that Participant.

20.     EFFECT  ON  STOCK  GRANTS  OF  TERMINATION  OF  SERVICE  FOR DISABILITY.

     Except  as otherwise provided in a Participant's Stock Grant Agreement, the
following  rules  apply  if  a Participant ceases to be an employee, director or
consultant  of  the  Company  or of an Affiliate by reason of Disability: to the
extent  the  Company's  rights  of  repurchase  have  not  lapsed on the date of
Disability, they shall be exercisable; provided, however, that in the event such
rights  of  repurchase lapse periodically, such rights shall lapse to the extent
of a pro rata portion of the Shares subject to such Stock Grant through the date
of  Disability as would have lapsed had the Participant not become Disabled. The
pro  ration  shall be based upon the number of days accrued prior to the date of
Disability.

     The  Administrator  shall make the determination both of whether Disability
has  occurred  and  the  date  of  its  occurrence  (unless a procedure for such
determination  is  set  forth  in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If  requested,  a  physician  selected  or  approved  by the Administrator shall
examine  the Participant, and the Company shall pay the cost of the examination.


<PAGE>
21.     EFFECT  ON  STOCK  GRANTS  OF  DEATH  WHILE  AN  EMPLOYEE,  DIRECTOR  OR
CONSULTANT.

     Except  as otherwise provided in a Participant's Stock Grant Agreement, the
following  rules  apply  in  the  event  of the death of a Participant while the
Participant  is  an  employee,  director  or  consultant of the Company or of an
Affiliate:  to  the extent the Company's rights of repurchase have not lapsed on
the  date  of  death,  they shall be exercisable; provided, however, that in the
event  such  rights of repurchase lapse periodically, such rights shall lapse to
the  extent  of  a  pro  rata  portion of the Shares subject to such Stock Grant
through the date of death as would have lapsed had the Participant not died. The
pro  ration  shall  be  based  upon  the  number  of  days  accrued prior to the
Participant's  death.

22.     PURCHASE  FOR  INVESTMENT.

     Unless the offering and sale of the Shares to be issued upon the particular
exercise  or  acceptance of a Stock Right shall have been effectively registered
under  the  Securities  Act  of  1933, as now in force or hereafter amended (the
"1933  Act"),  the  Company  shall  be  under  no obligation to issue the Shares
covered  by  such  exercise  unless and until the following conditions have been
fulfilled:

     (a)     The  person(s)  who exercise(s) or accept(s) such Stock Right shall
warrant to the Company, prior to the receipt of such Shares, that such person(s)
are acquiring such Shares for their own respective accounts, for investment, and
not with a view to, or for sale in connection with, the distribution of any such
Shares, in which event the person(s) acquiring such Shares shall be bound by the
provisions  of  the  following  legend  which  shall  be  endorsed  upon  the
certificate(s)  evidencing their Shares issued pursuant to such exercise or such
grant:

"The  shares  represented by this certificate have been taken for investment and
they  may  not  be  sold  or  otherwise  transferred  by any person, including a
pledgee,  unless  (1)  either  (a) a Registration Statement with respect to such
shares  shall  be effective under the Securities Act of 1933, as amended, or (b)
the Company shall have received an opinion of counsel satisfactory to it that an
exemption  from  registration  under  such  Act is then available, and (2) there
shall  have  been  compliance  with  all  applicable  state  securities  laws."

     (b)     At  the  discretion  of  the  Administrator, the Company shall have
received  an  opinion  of  its  counsel  that the Shares may be issued upon such
particular  exercise  or  acceptance  in  compliance  with  the 1933 Act without
registration  thereunder.


<PAGE>
23.     DISSOLUTION  OR  LIQUIDATION  OF  THE  COMPANY.

     Upon  the  dissolution  or  liquidation of the Company, all Options granted
under  this  Plan  which  as  of such date shall not have been exercised and all
Stock  Grants and Stock-Based Awards which have not been accepted will terminate
and become null and void; provided, however, that if the rights of a Participant
or  a  Participant's  Survivors  have  not otherwise terminated and expired, the
Participant or the Participant's Survivors will have the right immediately prior
to  such dissolution or liquidation to exercise or accept any Stock Right to the
extent  that  the  Stock Right is exercisable or subject to acceptance as of the
date  immediately prior to such dissolution or liquidation. Upon the dissolution
or  liquidation  of  the  Company,  any  outstanding  Stock-Based  Awards  shall
immediately  terminate  unless  otherwise  determined  by  the  Administrator or
specifically  provided  in  the  applicable  Agreement.

24.     ADJUSTMENTS.

     Upon  the occurrence of any of the following events, a Participant's rights
with  respect  to  any  Stock  Right  granted  to  him or her hereunder shall be
adjusted  as  hereinafter  provided, unless otherwise specifically provided in a
Participant's  Agreement:

     A.     Stock Dividends and Stock Splits.  If (i) the shares of Common Stock
            --------------------------------
shall be subdivided or combined into a greater or smaller number of shares or if
the  Company  shall  issue any shares of Common Stock as a stock dividend on its
outstanding  Common  Stock, 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, the number of shares of Common Stock
deliverable  upon the exercise of an Option or acceptance of a Stock Grant shall
be  appropriately  increased  or  decreased  proportionately,  and  appropriate
adjustments shall be made including, in the purchase price per share, to reflect
such  events.  The  number of Shares subject to the limitation in Paragraph 4(c)
shall  also  be  proportionately  adjusted  upon  the occurrence of such events.

     B.     Corporate  Transactions.  If  the Company is to be consolidated with
            -----------------------
or  acquired  by another entity in a merger, sale of all or substantially all of
the  Company's  assets  other  than  a transaction to merely change the state of
incorporation  (a  "Corporate  Transaction"),  the Administrator or the board of
directors  of  any entity assuming the obligations of the Company hereunder (the
"Successor  Board"),  shall,  as  to  outstanding  Options,  either  (i)  make
appropriate provision for the continuation of such Options by substituting on an
equitable  basis  for  the  Shares  then  subject  to  such  Options  either the
consideration  payable with respect to the outstanding shares of Common Stock in
connection  with  the  Corporate  Transaction  or securities of any successor or
acquiring  entity; or (ii) upon written notice to the Participants, provide that
all Options must be exercised (either (a) to the extent then exercisable or, (b)
at the discretion of the Administrator, all Options being made fully exercisable
for  purposes  of  this  Subparagraph), within a specified number of days of the
date  of such notice, at the end of which period the Options shall terminate; or
(iii)  terminate  all Options in exchange for a cash payment equal to the excess
of  the  Fair  Market Value of the Shares subject to such Options (either (a) to
the  extent then exercisable or, (b) at the discretion of the Administrator, all
Options being made fully exercisable for purposes of this Subparagraph) over the
exercise  price  thereof.

     With  respect  to  outstanding  Stock  Grants,  the  Administrator  or  the
Successor  Board,  shall  either  (i)  make  appropriate  provisions  for  the
continuation  of  such  Stock  Grants  on  the  same  terms  and  conditions  by
substituting  on  an  equitable  basis for the Shares then subject to such Stock
Grants  either  the consideration payable with respect to the outstanding Shares
of  Common  Stock  in connection with the Corporate Transaction or securities of
any  successor  or  acquiring  entity;  or  (ii)  terminate  all Stock Grants in
exchange  for a cash payment equal to the excess of the Fair Market Value of the
Shares  subject to such Stock Grants over the purchase price thereof, if any. In
addition,  in  the event of a Corporate Transaction, the Administrator may waive
any  or  all Company repurchase rights with respect to outstanding Stock Grants.

     C.     Recapitalization  or  Reorganization.  In  the  event  of  a
            ------------------------------------
recapitalization  or  reorganization  of  the  Company  other  than  a Corporate
            -
Transaction  pursuant  to  which  securities  of  the  Company  or  of  another
corporation are issued with respect to the outstanding shares of Common Stock, a
Participant  upon  exercising  an  Option  or  accepting a Stock Grant after the
recapitalization or reorganization shall be entitled to receive for the purchase
price  paid  upon  such  exercise  or  acceptance  of  the number of replacement
securities  which  would have been received if such Option had been exercised or
Stock  Grant  accepted  prior  to  such  recapitalization  or  reorganization.

     D.     Adjustments to Stock-Based Awards.  Upon the happening of any of the
            ---------------------------------
events  described  in Subparagraphs A, B or C above, any outstanding Stock-Based
Award  shall  be  appropriately adjusted to reflect the events described in such
Subparagraphs.  The  Administrator  or  the  Successor Board shall determine the
specific  adjustments  to  be  made  under this Paragraph 24, including, but not
limited  to  the effect if any, of a Change in Control and, subject to Paragraph
4,  its  determination  shall  be  conclusive.

     E.     Modification  of  ISO's.  Notwithstanding  the  foregoing,  any
            -----------------------
adjustments  made pursuant to Subparagraph A, B or C above with respect to ISO's
shall  be  made only after the Administrator determines whether such adjustments
would  constitute  a  "modification"  of  such ISO's (as that term is defined in
Section  424(h) of the Code) or would cause any adverse tax consequences for the
holders  of  such  ISO's.  If the Administrator determines that such adjustments
made with respect to ISO's would constitute a modification of such ISO's, it may
refrain  from  making such adjustments, unless the holder of an ISO specifically
requests in writing that such adjustment be made and such writing indicates that
the  holder has full knowledge of the consequences of such "modification" on his
or  her  income  tax  treatment  with  respect  to  the  ISO.

25.     ISSUANCES  OF  SECURITIES.

     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 subject to Stock Rights. Except as
expressly  provided  herein,  no adjustments shall be made for dividends paid in
cash  or  in  property (including without limitation, securities) of the Company
prior  to  any  issuance  of  Shares  pursuant  to  a  Stock  Right.

26.     FRACTIONAL  SHARES.

     No  fractional  shares  shall  be  issued  under  the  Plan  and the person
exercising  a  Stock  Right  shall receive from the Company cash in lieu of such
fractional  shares  equal  to  the  Fair  Market  Value  thereof.
27.     CONVERSION  OF  ISO'S  INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISO'S.

     The  Administrator,  at  the written request of any Participant, may in its
discretion  take  such actions as may be necessary to convert such Participant's
ISO's  (or  any  portions  thereof)  that have not been exercised on the date of
conversion  into  Non-Qualified  Options  at any time prior to the expiration of
such  ISO's, regardless of whether the Participant is an employee of the Company
or  an Affiliate at the time of such conversion. At the time of such conversion,
the  Administrator  (with  the  consent  of  the  Participant)  may  impose such
conditions  on  the  exercise  of  the  resulting  Non-Qualified  Options as the
Administrator  in  its  discretion  may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give  any  Participant the right to have such Participant's ISO's converted into
Non-Qualified  Options,  and no such conversion shall occur until and unless the
Administrator  takes  appropriate action. The Administrator, with the consent of
the  Participant,  may  also  terminate any portion of any ISO that has not been
exercised  at  the  time  of  such  conversion.

28.     WITHHOLDING.

     In  the  event  that  any federal, state, or local income taxes, employment
taxes,  Federal  Insurance  Contributions Act ("F.I.C.A.") withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from  the  Participant's  salary, wages or other remuneration in connection with
the  exercise  or  acceptance  of  a  Stock  Right  or  in  connection  with  a
Disqualifying  Disposition  (as  defined in Paragraph 29) or upon the lapsing of
any  right  of  repurchase,  the  Company  may  withhold  from the Participant's
compensation, if any, or may require that the Participant advance in cash to the
Company,  or  to  any  Affiliate  of  the  Company which employs or employed the
Participant,  the  statutory  minimum  amount  of  such  withholdings  unless  a
different  withholding arrangement, including the use of shares of the Company's
Common  Stock  or  a  promissory  note,  is authorized by the Administrator (and
permitted  by  law).  For  purposes  hereof, the fair market value of the shares
withheld  for  purposes of payroll withholding shall be determined in the manner
provided  in  Paragraph 1 above, as of the most recent practicable date prior to
the  date  of  exercise. If the fair market value of the shares withheld is less
than  the  amount  of  payroll  withholdings  required,  the  Participant may be
required  to  advance  the  difference  in  cash to the Company or the Affiliate
employer.  The  Administrator in its discretion may condition the exercise of an
Option  for less than the then Fair Market Value on the Participant's payment of
such  additional  withholding.

29.     NOTICE  TO  COMPANY  OF  DISQUALIFYING  DISPOSITION.

     Each  Employee  who  receives  an  ISO  must agree to notify the Company in
writing  immediately after the Employee makes a Disqualifying Disposition of any
shares  acquired pursuant to the exercise of an ISO. A Disqualifying Disposition
is defined in Section 424(c) of the Code and includes any disposition (including
any  sale  or  gift)  of such shares before the later of (a) two years after the
date  the  Employee  was  granted  the  ISO,  or (b) one year after the date the
Employee  acquired Shares by exercising the ISO, except as otherwise provided in
Section  424(c) of the Code. If the Employee has died before such stock is sold,
these  holding period requirements do not apply and no Disqualifying Disposition
can  occur  thereafter.

30.     TERMINATION  OF  THE  PLAN.

     The  Plan  will  terminate on 10 years after adoption, the date that is ten
years from the earlier of the date of its adoption by the Board of Directors and
the  date  of  its  approval by the stockholders of the Company. The Plan may be
terminated  at  an  earlier  date  by  vote  of the stockholders or the Board of
Directors  of  the Company; provided, however, that any such earlier termination
shall  not  affect  any  Agreements executed prior to the effective date of such
termination.

31.     AMENDMENT  OF  THE  PLAN  AND  AGREEMENTS.

     The  stockholders  of  the Company may amend the Plan. The Plan may also be
amended  by  the  Administrator,  including,  without  limitation, to the extent
necessary  to qualify any or all outstanding Stock Rights granted under the Plan
or  Stock  Rights  to be granted under the Plan for favorable federal income tax
treatment  (including  deferral  of  taxation  upon exercise) as may be afforded
incentive  stock  options  under  Section  422  of  the  Code, and to the extent
necessary  to  qualify  the  shares  issuable upon exercise or acceptance of any
outstanding  Stock Rights granted, or Stock Rights to be granted, under the Plan
for  listing  on  any  national securities exchange or quotation in any national
automated  quotation system of securities dealers. Any amendment approved by the
Administrator  that  the  Administrator  determines  is of a scope that requires
stockholder  approval  shall  be subject to obtaining such stockholder approval.
Any  modification  or  amendment of the Plan shall not, without the consent of a
Participant,  adversely  affect his or her rights under a Stock Right previously
granted  to  him  or  her.  With  the  consent  of the Participant affected, the
Administrator  may amend outstanding Agreements in a manner which may be adverse
to  the  Participant  but  which  is  not  inconsistent  with  the  Plan. In the
discretion  of  the  Administrator,  the  Administrator  may  amend  outstanding
Agreements  in  a  manner  that  is  not  adverse  to  the  Participant.

32.     EMPLOYMENT  OR  OTHER  RELATIONSHIP.

     Nothing  in  this  Plan  or  any  Agreement  shall be deemed to prevent the
Company or an Affiliate from terminating the employment, consultancy or director
status  of  a  Participant, nor to prevent a Participant from terminating his or
her  own employment, consultancy or director status or to give any Participant a
right  to  be  retained  in  employment  or  other service by the Company or any
Affiliate  for  any  period  of  time.

33.     GOVERNING  LAW.

     This Plan shall be construed and enforced in accordance with the law of the
State  of  Texas.



     The Westside Energy Corporation 2007 Equity Incentive Plan (the "Plan") was
adopted  by  the  Board  of  Directors  of Westside Energy Corporation, a Nevada
corporation (the "Company"), effective as of July 9, 2007 subject to approval by
the  Company's  stockholders.

1.     DEFINITIONS.

     Unless  otherwise  specified  or unless the context otherwise requires, the
following  terms,  as  used  in  this  Westside  Energy  Corporation 2007 Equity
Incentive  Plan,  have  the  following  meanings:

     "Administrator"  means  the Committee, unless it has delegated power to act
on  its  behalf to the Board of Directors, in which case the Administrator means
the  Board  of  Directors.

     "Affiliate"  means  a  corporation that, for purposes of Section 424 of the
Code,  is  a  parent  or  subsidiary  of  the  Company,  direct  or  indirect.

     "Agreement"  means  an  agreement  between  the  Company  and a Participant
delivered  pursuant  to  the  Plan,  in  such  a form as the Administrator shall
approve.

     "Board  of  Directors"  means  the  Board  of  Directors  of  the  Company.

     "Code"  means  the United States Internal Revenue Code of 1986, as amended.

     "Committee"  means  the Compensation Committee of the Board of Directors or
such  other  committee of the Board of Directors to which the Board of Directors
has  delegated  power  to  act  under or pursuant to the provisions of the Plan.

     "Common  Stock" means shares of the Company's common stock, $0.01 par value
per  share.

     "Company"  means  Westside  Energy  Corporation,  a  Nevada  corporation.

     "Disability"  or "Disabled" means permanent and total disability as defined
in  Section  22(e)(3)  of  the  Code.

     "Employee" means any employee of the Company or of an Affiliate (including,
without limitation, an employee who is also serving as an officer or director of
the  Company or of an Affiliate), designated by the Administrator to be eligible
to  be  granted  one  or  more  Stock  Rights  under  the  Plan.

     "Fair  Market  Value"  of  a  Share  of  Common  Stock  means:

     (1)     If  the Common Stock is listed on a national securities exchange or
traded  in  the  over-the-counter market and sales prices are regularly reported
for  the  Common  Stock,  the average of the closing or last price of the Common
Stock  on  the  composite tape or other comparable reporting system for the five
(5)  trading  days,  consisting  of  (i)  the  two  (2) trading days immediately
following the applicable date, (ii) the trading day that is the applicable date,
and  (iii)  the  two (2) trading days immediately preceding the applicable date;

     (2)     If the Common Stock is not traded on a national securities exchange
but  is traded on the over-the-counter market, if sales prices are not regularly
reported for the Common Stock for the trading day referred to in clause (1), and
if  bid  and  asked prices for the Common Stock are regularly reported, the mean
between the bid and the asked price for the Common Stock at the close of trading
in  the  over-the-counter  market  for the trading day on which Common Stock was
traded  immediately  preceding  the  applicable  date;  and

     (3)     If  the  Common  Stock  is  neither listed on a national securities
exchange  nor  traded  in  the  over-the-counter  market,  such  value  as  the
Administrator,  in  good  faith,  shall  determine.

     "ISO"  means  a  stock option meant to qualify as an incentive stock option
under  Section  422  of  the  Code.

     "Non-Qualified Option" means a stock option that is not intended to qualify
as  an  ISO.

     "Option"  means  an  ISO  or  Non-Qualified  Option granted under the Plan.

     "Participant"  means  an Employee, director or consultant of the Company or
an  Affiliate  to  whom  one or more Stock Rights are granted under the Plan. As
used  herein,  "Participant"  shall  include "Participant's Survivors" where the
context  requires.

     "Plan"  means  this Westside Energy Corporation 2007 Equity Incentive Plan.

     "Shares"  means  shares  of  the Common Stock as to which Stock Rights have
been  or may be granted under the Plan or any shares of capital stock into which
the  Shares are changed or for which they are exchanged within the provisions of
Paragraph  3 of the Plan. The Shares issued under the Plan may be authorized and
unissued  shares  or  shares  held  by  the  Company  in  its treasury, or both.

     "Stock-Based  Award"  means  a  grant  by  the Company under the Plan of an
equity  award  or  an equity based award that is not an Option or a Stock Grant.

     "Stock  Grant"  means  a  grant  by  the  Company of Shares under the Plan.

     "Stock Right" means a right to Shares or the value of Shares of the Company
granted  pursuant to the Plan - an ISO, a Non-Qualified Option, a Stock Grant or
a  Stock-Based  Award.

     "Survivor"  means a deceased Participant's legal representatives and/or any
person or persons who acquired the Participant's rights to a Stock Right by will
or  by  the  laws  of  descent  and  distribution.

2.     PURPOSES  OF  THE  PLAN.

     The purpose of the Plan is to attract and retain the services of Employees,
certain  consultants,  and  directors of the Company and its subsidiaries and to
provide  such  persons  with  a  proprietary interest in the Company through the
granting  of  ISO's, Non-Qualified Options, Stock Grants and Stock-Based Awards,
whether  granted  singly,  or  in  combination,  or  in  tandem,  that  will

     (a)     Increase  the  interest  of  such persons in the Company's welfare;

     (b)     Furnish an incentive to such persons to continue their services for
the  Company;  and

     (c)     Provide  a means through which the Company may attract able persons
as  employees,  contractors,  consultants  and  directors.

     With respect to reporting Participants, the Plan and all transactions under
the  Plan  are  intended  to comply with all applicable conditions of Rule 16b-3
promulgated  under  the  Securities  Exchange  Act  of  1934.  To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed  null  and  void  ab  initio,  to  the extent permitted by law and deemed
advisable  by  the  Committee.

3.     SHARES  SUBJECT  TO  THE  PLAN.

     (a)     The number of Shares which may be issued from time to time pursuant
to  this  Plan  shall  be  2,000,000, or the equivalent of such number of Shares
after  the  Administrator, in its sole discretion, has interpreted the effect of
any  stock  split,  stock  dividend,  combination,  recapitalization  or similar
transaction  in  accordance  with  Paragraph  24  of  the  Plan.

     (b)     If an Option ceases to be "outstanding," in whole or in part (other
than  by  exercise),  or  if  the  Company shall reacquire (at not more than its
original  issuance  price)  any  Shares  issued  pursuant  to  a  Stock Grant or
Stock-Based  Award, or if any Stock Right expires or is forfeited, cancelled, or
otherwise  terminated  or  results  in any Shares not being issued, the unissued
Shares  which  were  subject  to  such  Stock Right shall again be available for
issuance from time to time pursuant to this Plan. Notwithstanding the foregoing,
if a Stock Right is exercised in whole or in part, by tender of Shares or if the
Company's  tax  withholding  obligation  is satisfied by withholding Shares, the
number  of  Shares needed to have been issued under the Plan for purposes of the
limitation  set forth in Paragraph 3(a) above shall be the number of Shares that
were  subject  to  the Stock Right or portion thereof, and not the net number of
Shares  actually  issued.

4.     ADMINISTRATION  OF  THE  PLAN.

     The  Administrator  of the Plan will be the Committee, except to the extent
the  Board  of  Directors  elects  to  retain  all or part of the authority with
respect  to  the  Plan,  in  which  case  the  Board  of  Directors shall be the
Administrator.  Subject  to  the  provisions  of  the Plan, the Administrator is
authorized  to:

     (a)     Interpret  the  provisions  of the Plan and all Stock Rights and to
make  all  rules and determinations that it deems necessary or advisable for the
administration  of  the  Plan;

     (b)     Determine  which  Employees,  directors  and  consultants  shall be
granted  Stock  Rights;

     (c)     Determine  the  number  of  Shares for which a Stock Right or Stock
Rights  shall  be  granted;

     (d)     Specify  the terms and conditions upon which a Stock Right or Stock
Rights  may  be  granted;

     (e)     Make  changes  to  any  outstanding Stock Right, including, without
limitation,  to  reduce  or  increase  the  exercise  price  or  purchase price,
accelerate  the vesting schedule or extend the expiration date, provided that no
such  change shall impair the rights of a Participant under any grant previously
made  without  such  Participant's  consent;

     (f)     Buy  out  for a payment in cash or Shares, a Stock Right previously
granted  and/or  cancel  any such Stock Right and grant in substitution therefor
other Stock Rights, covering the same or a different number of Shares and having
an  exercise price or purchase price per share which may be lower or higher than
the exercise price or purchase price of the cancelled Stock Right, based on such
terms  and  conditions  as the Administrator shall establish and the Participant
shall  accept;  and

     (g)     Adopt  any  sub-plans  applicable  to  residents  of  any specified
jurisdiction  as  it  deems  necessary or appropriate in order to comply with or
take  advantage  of  any  tax or other laws applicable to the Company or to Plan
Participants  or  to  otherwise facilitate the administration of the Plan, which
sub-plans  may include additional restrictions or conditions applicable to Stock
Rights  or  Shares  issuable  pursuant  to  a  Stock  Right.

provided,  however,  that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status  under  Section  422 of the Code of those Options which are designated as
ISO's.  Subject  to  the  foregoing,  the interpretation and construction by the
Administrator  of any provisions of the Plan or of any Stock Right granted under
it shall be final, unless otherwise determined by the Board of Directors, if the
Administrator  is  the  Committee.  In  addition,  if  the  Administrator is the
Committee,  the Board of Directors may take any action under the Plan that would
otherwise  be  the  responsibility  of  the  Committee.

     To the extent permitted under applicable law, the Board of Directors or the
Committee  may allocate all or any portion of its responsibilities and powers to
any  one  or  more  of  its  members  and may delegate all or any portion of its
responsibilities  and  powers  to  any other person selected by it. The Board of
Directors  or  the Committee may revoke any such allocation or delegation at any
time.

5.  ELIGIBILITY  FOR  PARTICIPATION.

     The  Administrator  will,  in its sole discretion, name the Participants in
the Plan, provided, however, that each Participant must be an Employee, director
or  consultant  of  the  Company or of an Affiliate at the time a Stock Right is
granted.  Notwithstanding  the  foregoing,  the  Administrator may authorize the
grant  of a Stock Right to a person not then an Employee, director or consultant
of  the  Company or of an Affiliate; provided, however, that the actual grant of
such  Stock  Right  shall  be  conditioned upon such person becoming eligible to
become  a  Participant at or prior to the time of the execution of the Agreement
evidencing  such  Stock  Right.  ISO's  may  be  granted  only  to  Employees.
Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any
Employee, director or consultant of the Company or an Affiliate. The granting of
any  Stock Right to any individual shall neither entitle that individual to, nor
disqualify  him  or  her from, participation in any other grant of Stock Rights.

6.     TERMS  AND  CONDITIONS  OF  OPTIONS.

     Each  Option  shall  be  set  forth in writing in an Option Agreement, duly
executed  by  the Company and, to the extent required by law or requested by the
Company,  by  the  Participant.  The  Administrator  may provide that Options be
granted  subject  to  such  terms  and conditions, consistent with the terms and
conditions  specifically required under this Plan, as the Administrator may deem
appropriate  including,  without  limitation,  subsequent  approval  by  the
stockholders  of  the Company of this Plan or any amendments thereto. The Option
Agreements  shall  be  subject  to  at least the following terms and conditions:

     A.  Non-Qualified  Options:  Each  Option  intended  to  be a Non-Qualified
         ----------------------
Option  shall  be  subject  to  the terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company, subject to
the  following  minimum  standards  for  any  such  Non-Qualified  Option:

     (a)     Option  Price:  Each  Option Agreement shall state the option price
(per  share)  of  the Shares covered by each Option, which option price shall be
determined by the Administrator but shall not be less than the Fair Market Value
per  share  of  Common  Stock.

     (b)     Number  of Shares:  Each Option Agreement shall state the number of
Shares  to  which  it  pertains.

     (c)     Option  Periods:  Each  Option  Agreement  shall  state the date or
dates on which it first is exercisable and the date after which it may no longer
be  exercised,  and  may  provide  that  the  Option  rights  accrue  or  become
exercisable  in  installments  over  a  period  of  months or years, or upon the
occurrence  of  certain  conditions or the attainment of stated goals or events.

     (d)     Option  Conditions:  Exercise of any Option may be conditioned upon
the  Participant's  execution of a Share purchase agreement in form satisfactory
to  the  Administrator providing for certain protections for the Company and its
other  stockholders,  including  requirements  that:

     (i)     The  Participant's or the Participant's Survivors' right to sell or
transfer  the  Shares  may  be  restricted;  and

     (ii)     The  Participant or the Participant's Survivors may be required to
execute  letters  of investment intent and must also acknowledge that the Shares
will  bear  legends  noting  any  applicable  restrictions.

     B.     ISO's:  Each Option intended to be an ISO shall be issued only to an
            -----
Employee  and  be  subject  to  the  following  terms  and conditions, with such
additional  restrictions  or  changes  as  the  Administrator  determines  are
appropriate  but  not  in  conflict  with  Section  422 of the Code and relevant
regulations  and  rulings  of  the  Internal  Revenue  Service:
          (a)     Minimum  standards:  The  ISO shall meet the minimum standards
required  of Non-Qualified Options, as described in Paragraph 6(A) above, except
clauses  (a)  and  (e)  thereunder.

     (b)     Option  Price:  Immediately  before  the  ISO  is  granted,  if the
Participant  owns,  directly or by reason of the applicable attribution rules in
Section  424(d)  of  the  Code:

     (i)     10%  or  less  of the total combined voting power of all classes of
stock  of  the Company or an Affiliate, the Option price per share of the Shares
covered  by  each  ISO  shall not be less than 100% of the Fair Market Value per
share  of  the  Shares  on  the  date  of  the  grant  of  the  Option;  or

     (ii)     More than 10% of the total combined voting power of all classes of
stock  of  the Company or an Affiliate, the Option price per share of the Shares
covered  by each ISO shall not be less than 110% of the Fair Market Value on the
date  of  grant.

     (c)     Term  of  Option:  For  Participants  who  own:

     (i)     10%  or  less  of the total combined voting power of all classes of
stock of the Company or an Affiliate, each ISO shall terminate not more than ten
years from the date of the grant or at such earlier time as the Option Agreement
may  provide;  or

     (ii)     More than 10% of the total combined voting power of all classes of
stock  of  the  Company  or an Affiliate, each ISO shall terminate not more than
five  years  from  the  date  of the grant or at such earlier time as the Option
Agreement  may  provide.

     (d)     Limitation  on  Yearly  Exercise:  The  Option  Agreements  shall
restrict  the  amount of ISO's which may become exercisable in any calendar year
(under  this  or  any other ISO plan of the Company or an Affiliate) so that the
aggregate  Fair Market Value (determined at the time each ISO is granted) of the
stock  with  respect  to  which  ISO's are exercisable for the first time by the
Participant  in  any  calendar  year  does  not  exceed  $100,000.

7.     TERMS  AND  CONDITIONS  OF  STOCK  GRANTS.

     Each  offer of a Stock Grant to a Participant shall state the date prior to
which  the  Stock  Grant  must be accepted by the Participant, and the principal
terms  of  each Stock Grant shall be set forth in an Agreement, duly executed by
the  Company  and, to the extent required by law or requested by the Company, by
the  Participant. The Agreement shall be in a form approved by the Administrator
and  shall contain terms and conditions which the Administrator determines to be
appropriate  and  in  the best interest of the Company, subject to the following
minimum  standards:

     (a)     Each  Agreement shall state the purchase price (per share), if any,
of  the  Shares  covered  by  each  Stock  Grant,  which purchase price shall be
determined  by  the  Administrator  but  shall  not  be  less  than  the minimum
consideration  required by Chapter 78 of the Nevada Revised Statutes on the date
of  the  grant  of  the  Stock  Grant;

     (b)     Each  Agreement shall state the number of Shares to which the Stock
Grant  pertains;  and

     (c)     Each  Agreement shall include the terms of any right of the Company
to  restrict  or  reacquire the Shares subject to the Stock Grant, including the
time  and  events  upon  which  such  rights shall accrue and the purchase price
therefor,  if  any.

8.     TERMS  AND  CONDITIONS  OF  OTHER  STOCK-BASED  AWARDS.

     The Board shall have the right to grant other Stock-Based Awards based upon
the  Common  Stock  having such terms and conditions as the Board may determine,
including,  without  limitation,  the  grant  of  Shares  based  upon  certain
conditions,  the  grant  of  securities convertible into Shares and the grant of
stock  appreciation  rights,  phantom stock awards or stock units. The principal
terms  of  each  Stock-Based  Award  shall  be  set  forth in an Agreement, duly
executed  by  the Company and, to the extent required by law or requested by the
Company,  by  the  Participant. The Agreement shall be in a form approved by the
Administrator  and  shall  contain  terms and conditions which the Administrator
determines  to  be  appropriate  and  in  the  best  interest  of  the  Company.

9.     EXERCISE  OF  OPTIONS  AND  ISSUE  OF  SHARES.

     An Option (or any part or installment thereof) shall be exercised by giving
written  notice  to  the  Company  or  its designee, together with provision for
payment  of  the  full  purchase price in accordance with this Paragraph for the
Shares  as  to which the Option is being exercised, and upon compliance with any
other  condition(s)  set  forth  in  the  Option Agreement. Such notice shall be
signed  by  the  person  exercising the Option, shall state the number of Shares
with  respect  to  which  the  Option  is  being exercised and shall contain any
representation  required  by  the  Plan  or the Option Agreement. Payment of the
purchase  price  for the Shares as to which such Option is being exercised shall
be  made  (a)  in  United  States  dollars  in  cash  or by check, or (b) at the
discretion  of  the  Administrator,  through  delivery of shares of Common Stock
having  a  Fair  Market  Value  equal as of the date of the exercise to the cash
exercise  price  of  the  Option and held for at least six months, or (c) at the
discretion  of  the  Administrator, by having the Company retain from the shares
otherwise issuable upon exercise of the Option, a number of shares having a Fair
Market  Value  equal  as  of  the  date of exercise to the exercise price of the
Option,  or  (d)  at  the  discretion of the Administrator, in accordance with a
cashless  exercise  program  established  with  a securities brokerage firm, and
approved by the Administrator, or (e) at the discretion of the Administrator, by
any  combination  of (a), (b), (c) and (d) above or (f) at the discretion of the
Administrator,  payment  of such other lawful consideration as the Administrator
may  determine.  Notwithstanding  the  foregoing, the Administrator shall accept
only  such  payment  on exercise of an ISO as is permitted by Section 422 of the
Code.

     The  Company  shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as  the  case may be). In determining what constitutes "reasonably promptly," it
is  expressly  understood  that  the  issuance and delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation (including,
without  limitation,  state  securities  or  "blue sky" laws) which requires the
Company  to  take any action with respect to the Shares prior to their issuance.
The  Shares  shall,  upon  delivery,  be  fully  paid,  non-assessable  Shares.

     The  Administrator  shall have the right to accelerate the date of exercise
of  any  installment  of  any  Option; provided that the Administrator shall not
accelerate  the  exercise  date  of  any installment of any Option granted to an
Employee  as  an  ISO  (and not previously converted into a Non-Qualified Option
pursuant  to Paragraph 27) if such acceleration would violate the annual vesting
limitation  contained  in  Section 422(d) of the Code, as described in Paragraph
6.B.d.

     The Administrator may, in its discretion, amend any term or condition of an
outstanding  Option  provided (i) such term or condition as amended is permitted
by  the Plan, (ii) any such amendment shall be made only with the consent of the
Participant  to whom the Option was granted, or in the event of the death of the
Participant,  the  Participant's  Survivors,  if the amendment is adverse to the
Participant, and (iii) any such amendment of any Option shall be made only after
the  Administrator  determines  whether  such  amendment  would  constitute  a
"modification" of any Option which is an ISO (as that term is defined in Section
424(h)  of  the Code) or would cause any adverse tax consequences for the holder
of  such  Option  including, but not limited to, pursuant to Section 409A of the
Code.

10.     ACCEPTANCE  OF  STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.

     A  Stock  Grant  or  Stock-Based Award (or any part or installment thereof)
shall be accepted by executing the applicable Agreement and delivering it to the
Company  or  its  designee,  together  with  provision  for  payment of the full
purchase  price,  if any, in accordance with this Paragraph for the Shares as to
which  such  Stock  Grant  or  Stock-Based  Award  is  being  accepted, and upon
compliance  with  any  other  conditions  set forth in the applicable Agreement.
Payment  of  the  purchase  price for the Shares as to which such Stock Grant or
Stock-Based  Award  is being accepted shall be made (a) in United States dollars
in  cash  or  by  check,  or (b) at the discretion of the Administrator, through
delivery  of  shares  of  Common Stock held for at least six months and having a
Fair Market Value equal as of the date of acceptance of the Stock Grant or Stock
Based-Award  to  the  purchase price of the Stock Grant or Stock-Based Award, or
(c)  at  the  discretion  of  the  Administrator,  by  delivery of the grantee's
personal  recourse  note  bearing  interest payable not less than annually at no
less  than 100% of the applicable Federal rate, as defined in Section 1274(d) of
the  Code,  or (d) at the discretion of the Administrator, by any combination of
(a),  (b)  and (c) above; or (e) at the discretion of the Administrator, payment
of  such  other  lawful  consideration  as  the  Administrator  may  determine.

     The Company shall then, if required by the applicable Agreement, reasonably
promptly  deliver  the  Shares as to which such Stock Grant or Stock-Based Award
was  accepted to the Participant (or to the Participant's Survivors, as the case
may  be), subject to any escrow provision set forth in the applicable Agreement.
In  determining  what  constitutes  "reasonably  promptly,"  it  is  expressly
understood  that  the  issuance and delivery of the Shares may be delayed by the
Company  in  order  to  comply  with  any  law or regulation (including, without
limitation,  state  securities or "blue sky" laws) which requires the Company to
take  any  action  with  respect  to  the  Shares  prior  to their issuance. The
Administrator  may,  in  its  discretion,  amend  any  term  or  condition of an
outstanding  Stock Grant, Stock-Based Award or applicable Agreement provided (i)
such  term  or  condition as amended is permitted by the Plan, and (ii) any such
amendment  shall  be  made  only with the consent of the Participant to whom the
Stock  Grant  or  Stock-Based Award was made, if the amendment is adverse to the
Participant.

11.     RIGHTS  AS  A  STOCKHOLDER.

     No  Participant to whom a Stock Right has been granted shall have rights as
a  stockholder  with  respect  to any Shares covered by such Stock Right, except
after  due  exercise  of  the  Option or acceptance of the Stock Grant or as set
forth  in  any Agreement, and tender of the full purchase price, if any, for the
Shares  being purchased pursuant to such exercise or acceptance and registration
of  the  Shares  in the Company's share register in the name of the Participant.

12.     ASSIGNABILITY  AND  TRANSFERABILITY  OF  STOCK  RIGHTS.

     By  its  terms,  a  Stock  Right  granted  to  a  Participant  shall not be
transferable by the Participant other than (i) by will or by the laws of descent
and distribution, or (ii) as approved by the Administrator in its discretion and
set  forth  in  the  applicable Agreement. Notwithstanding the foregoing, an ISO
transferred  except  in compliance with clause (i) above shall no longer qualify
as  an  ISO. The designation of a beneficiary of a Stock Right by a Participant,
with  the  prior  approval  of  the  Administrator  and  in  such  form  as  the
Administrator shall prescribe, shall not be deemed a transfer prohibited by this
Paragraph.  Except as provided above, a Stock Right shall only be exercisable or
may only be accepted, during the Participant's lifetime, by such Participant (or
by  his  or  her  legal  representative)  and  shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be  subject to execution, attachment or similar process. Any attempted transfer,
assignment,  pledge, hypothecation or other disposition of any Stock Right or of
any  rights  granted  thereunder contrary to the provisions of this Plan, or the
levy  of any attachment or similar process upon a Stock Right, shall be null and
void.

13.     EFFECT  ON  OPTIONS  OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR
DEATH  OR  DISABILITY.

     Except  as  otherwise  provided in a Participant's Option Agreement, in the
event  of  a  termination  of  service  (whether  as  an  employee,  director or
consultant)  with  the  Company  or  an  Affiliate  before  the  Participant has
exercised  an  Option,  the  following  rules  apply:

     (a)     A  Participant who ceases to be an employee, director or consultant
of  the  Company  or of an Affiliate (for any reason other than termination "for
cause",  Disability,  or  death  for  which  events  there  are special rules in
Paragraphs 14, 15, and 16, respectively), may exercise any Option granted to him
or  her  to  the  extent  that  the  Option  is  exercisable on the date of such
termination  of  service,  but  only  within  such term as the Administrator has
designated  in  a  Participant's  Option  Agreement.

     (b)     Except  as  provided  in Subparagraph (c) below, or Paragraph 15 or
16,  in  no  event  may an Option intended to be an ISO, be exercised later than
three  months  after  the  Participant's  termination  of  employment.

     (c)     The  provisions  of  this  Paragraph,  and  not  the  provisions of
Paragraph  15  or  16,  shall  apply  to  a Participant who subsequently becomes
Disabled  or  dies  after  the  termination  of  employment,  director status or
consultancy;  provided,  however,  in  the case of a Participant's Disability or
death  within  three months after the termination of employment, director status
or  consultancy, the Participant or the Participant's Survivors may exercise the
Option  within  one  year  after  the  date  of the Participant's termination of
service, but in no event after the date of expiration of the term of the Option.

     (d)     Notwithstanding anything herein to the contrary, if subsequent to a
Participant's  termination  of  employment,  termination  of  director status or
termination of consultancy, but prior to the exercise of an Option, the Board of
Directors  determines  that,  either  prior  or  subsequent to the Participant's
termination,  the Participant engaged in conduct which would constitute "cause",
then  such  Participant  shall forthwith cease to have any right to exercise any
Option.

     (e)     A Participant to whom an Option has been granted under the Plan who
is  absent from the Company or an Affiliate because of temporary disability (any
disability  other than a Disability as defined in Paragraph 1 hereof), or who is
on  leave  of  absence for any purpose, shall not, during the period of any such
absence,  be  deemed,  by  virtue of such absence alone, to have terminated such
Participant's  employment,  director  status  or consultancy with the Company or
with  an Affiliate, except as the Administrator may otherwise expressly provide.

     (f)     Except as required by law or as set forth in a Participant's Option
Agreement, Options granted under the Plan shall not be affected by any change of
a  Participant's  status within or among the Company and any Affiliates, so long
as  the  Participant  continues to be an employee, director or consultant of the
Company  or  any  Affiliate.

14.     EFFECT  ON  OPTIONS  OF  TERMINATION  OF  SERVICE  "FOR  CAUSE".

     Except  as  otherwise  provided  in  a  Participant's Option Agreement, the
following  rules  apply  if  the  Participant's service (whether as an employee,
director  or  consultant)  with  the  Company or an Affiliate is terminated "for
cause"  prior  to  the  time  that  all his or her outstanding Options have been
exercised:

     (a)     All  outstanding  and  unexercised  Options  as  of  the  time  the
Participant  is  notified  his  or  her  service  is terminated "for cause" will
immediately  be  forfeited.

     (b)     For  purposes  of  this  Plan,  "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,  breach  by  the  Participant  of any
provision  of  any  employment,  consulting,  advisory,  nondisclosure,
non-competition  or  similar  agreement between the Participant and the Company,
and  conduct  substantially  prejudicial  to  the business of the Company or any
Affiliate. The determination of the Administrator as to the existence of "cause"
will  be  conclusive  on  the  Participant  and  the  Company.

     (c)     "Cause"  is  not  limited  to  events that have occurred prior to a
Participant's  termination  of  service,  nor  is  it  necessary  that  the
Administrator's  finding  of  "cause"  occur  prior  to  termination.  If  the
Administrator  determines,  subsequent to a Participant's termination of service
but  prior  to the exercise of an Option, that either prior or subsequent to the
Participant's  termination  the  Participant  engaged  in  conduct  which  would
constitute  "cause",  then  the  right  to  exercise  any  Option  is forfeited.

     (d)     Any  provision  in  an  agreement  between  the Participant and the
Company  or an Affiliate, which contains a conflicting definition of "cause" for
termination  and  which  is  in  effect  at  the time of such termination, shall
supersede  the  definition  in  this  Plan  with  respect  to  that Participant.

15.     EFFECT  ON  OPTIONS  OF  TERMINATION  OF  SERVICE  FOR  DISABILITY.

Except  as  otherwise  provided  in  a  Participant's  Option  Agreement:

     (a)     A  Participant who ceases to be an employee, director or consultant
of  the  Company  or  of  an  Affiliate by reason of Disability may exercise any
Option  granted  to  such  Participant:

     (i)     To  the  extent  that the Option has become exercisable but has not
been  exercised  on  the  date  of  Disability;  and

     (ii)     In the event rights to exercise the Option accrue periodically, to
the  extent  of  a  pro  rata  portion  through  the  date  of Disability of any
additional  vesting  rights that would have accrued on the next vesting date had
the  Participant  not  become  Disabled.  The pro ration shall be based upon the
number  of  days  accrued  in  the  current  vesting period prior to the date of
Disability.

     (b)     A  Disabled  Participant  may  exercise such rights only within the
period  ending  one  year  after  the  date  of the Participant's termination of
employment,  directorship  or  consultancy,  as the case may be, notwithstanding
that  the  Participant might have been able to exercise the Option as to some or
all of the Shares on a later date if the Participant had not become Disabled and
had  continued  to be an employee, director or consultant or, if earlier, within
the  originally  prescribed  term  of  the  Option.

     (c)     The  Administrator  shall  make  the  determination both of whether
Disability  has  occurred and the date of its occurrence (unless a procedure for
such  determination  is  set  forth in another agreement between the Company and
such  Participant,  in  which  case  such  procedure  shall  be  used  for  such
determination).  If  requested,  a  physician  selected  or  approved  by  the
Administrator  shall examine the Participant, and the Company shall pay the cost
of  the  examination.

16.     EFFECT  ON  OPTIONS  OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

Except  as  otherwise  provided  in  a  Participant's  Option  Agreement:

     (a)     In the event of the death of a Participant while the Participant is
an  employee,  director  or  consultant  of  the Company or of an Affiliate, the
Participant's  Survivors  may  exercise  such  Option:

     (i)     To  the  extent  that the Option has become exercisable but has not
been  exercised  on  the  date  of  death;  and

     (ii)     In the event rights to exercise the Option accrue periodically, to
the  extent  of  a  pro rata portion through the date of death of any additional
vesting  rights  that  would  have  accrued  on  the  next  vesting date had the
Participant  not  died.  The  pro  ration shall be based upon the number of days
accrued  in the current vesting period prior to the Participant's date of death.

     (b)     If  the  Participant's  Survivors wish to exercise the Option, they
must  take  all necessary steps to exercise the Option within one year after the
date  of death of such Participant, notwithstanding that the decedent might have
been able to exercise the Option as to some or all of the Shares on a later date
if  he  or  she  had  not  died but had continued to be an employee, director or
consultant  or, if earlier, within the originally prescribed term of the Option.


<PAGE>
17.     EFFECT  OF  TERMINATION  OF  SERVICE  ON  UNACCEPTED  STOCK  GRANTS.

     In  the event of a termination of service (whether as an employee, director
or  consultant)  with  the  Company  or  an  Affiliate for any reason before the
Participant  has  accepted  a  Stock  Grant,  such  offer  shall  terminate.

     For  purposes of this Paragraph 17 and Paragraph 18 below, a Participant to
whom  a  Stock  Grant has been offered and accepted under the Plan who is absent
from  work with the Company or with an Affiliate because of temporary disability
(any  disability  other  than a Disability as defined in Paragraph 1 hereof), or
who  is on leave of absence for any purpose, shall not, during the period of any
such  absence,  be  deemed,  by virtue of such absence alone, to have terminated
such  Participant's  employment, director status or consultancy with the Company
or  with  an  Affiliate,  except  as  the  Administrator may otherwise expressly
provide.

     In  addition, for purposes of this Paragraph 17 and Paragraph 18 below, any
change  of  employment  or  other  service  within  or among the Company and any
Affiliates  shall not be treated as a termination of employment, director status
or  consultancy so long as the Participant continues to be an employee, director
or  consultant  of  the  Company  or  any  Affiliate.

18.     EFFECT  ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE"
OR  DEATH  OR  DISABILITY.

     Except  as  otherwise provided in a Participant's Stock Grant Agreement, in
the  event  of  a  termination  of  service (whether as an employee, director or
consultant),  other than termination "for cause," Disability, or death for which
events  there  are  special  rules  in  Paragraphs 19, 20, and 21, respectively,
before  all  Company  rights  of  repurchase shall have lapsed, then the Company
shall  have  the  right  to  repurchase that number of Shares subject to a Stock
Grant  as  to  which  the  Company's  repurchase  rights  have  not  lapsed.

19.     EFFECT  ON  STOCK  GRANTS  OF  TERMINATION  OF  SERVICE  "FOR  CAUSE".

     Except  as otherwise provided in a Participant's Stock Grant Agreement, the
following  rules  apply  if  the  Participant's service (whether as an employee,
director  or  consultant)  with  the  Company or an Affiliate is terminated "for
cause":

     (a)     All  Shares subject to any Stock Grant shall be immediately subject
to  repurchase  by  the  Company  at  the  purchase  price,  if  any,  thereof.

     (b)     For  purposes  of  this  Plan,  "cause"  shall  include (and is not
limited  to)  dishonesty  with  respect  to  the  employer,  insubordination,
substantial  malfeasance  or  non-feasance  of  duty, unauthorized disclosure of
confidential  information,  breach  by  the  Participant of any provision of any
employment,  consulting,  advisory,  nondisclosure,  non-competition  or similar
agreement  between  the  Participant  and the Company, and conduct substantially
prejudicial  to  the business of the Company or any Affiliate. The determination
of  the  Administrator  as to the existence of "cause" will be conclusive on the
Participant  and  the  Company.

     (c)     "Cause"  is  not  limited  to  events that have occurred prior to a
Participant's  termination  of  service,  nor  is  it  necessary  that  the
Administrator's  finding  of  "cause"  occur  prior  to  termination.  If  the
Administrator  determines, subsequent to a Participant's termination of service,
that either prior or subsequent to the Participant's termination the Participant
engaged  in  conduct which would constitute "cause," then the Company's right to
repurchase  all  of  such  Participant's  Shares  shall  apply.

     (d)     Any  provision  in  an  agreement  between  the Participant and the
Company  or an Affiliate, which contains a conflicting definition of "cause" for
termination  and  which  is  in  effect  at  the time of such termination, shall
supersede  the  definition  in  this  Plan  with  respect  to  that Participant.

20.     EFFECT  ON  STOCK  GRANTS  OF  TERMINATION  OF  SERVICE  FOR DISABILITY.

     Except  as otherwise provided in a Participant's Stock Grant Agreement, the
following  rules  apply  if  a Participant ceases to be an employee, director or
consultant  of  the  Company  or of an Affiliate by reason of Disability: to the
extent  the  Company's  rights  of  repurchase  have  not  lapsed on the date of
Disability, they shall be exercisable; provided, however, that in the event such
rights  of  repurchase lapse periodically, such rights shall lapse to the extent
of a pro rata portion of the Shares subject to such Stock Grant through the date
of  Disability as would have lapsed had the Participant not become Disabled. The
pro  ration  shall be based upon the number of days accrued prior to the date of
Disability.

     The  Administrator  shall make the determination both of whether Disability
has  occurred  and  the  date  of  its  occurrence  (unless a procedure for such
determination  is  set  forth  in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If  requested,  a  physician  selected  or  approved  by the Administrator shall
examine  the Participant, and the Company shall pay the cost of the examination.


<PAGE>
21.     EFFECT  ON  STOCK  GRANTS  OF  DEATH  WHILE  AN  EMPLOYEE,  DIRECTOR  OR
CONSULTANT.

     Except  as otherwise provided in a Participant's Stock Grant Agreement, the
following  rules  apply  in  the  event  of the death of a Participant while the
Participant  is  an  employee,  director  or  consultant of the Company or of an
Affiliate:  to  the extent the Company's rights of repurchase have not lapsed on
the  date  of  death,  they shall be exercisable; provided, however, that in the
event  such  rights of repurchase lapse periodically, such rights shall lapse to
the  extent  of  a  pro  rata  portion of the Shares subject to such Stock Grant
through the date of death as would have lapsed had the Participant not died. The
pro  ration  shall  be  based  upon  the  number  of  days  accrued prior to the
Participant's  death.

22.     PURCHASE  FOR  INVESTMENT.

     Unless the offering and sale of the Shares to be issued upon the particular
exercise  or  acceptance of a Stock Right shall have been effectively registered
under  the  Securities  Act  of  1933, as now in force or hereafter amended (the
"1933  Act"),  the  Company  shall  be  under  no obligation to issue the Shares
covered  by  such  exercise  unless and until the following conditions have been
fulfilled:

     (a)     The  person(s)  who exercise(s) or accept(s) such Stock Right shall
warrant to the Company, prior to the receipt of such Shares, that such person(s)
are acquiring such Shares for their own respective accounts, for investment, and
not with a view to, or for sale in connection with, the distribution of any such
Shares, in which event the person(s) acquiring such Shares shall be bound by the
provisions  of  the  following  legend  which  shall  be  endorsed  upon  the
certificate(s)  evidencing their Shares issued pursuant to such exercise or such
grant:

"The  shares  represented by this certificate have been taken for investment and
they  may  not  be  sold  or  otherwise  transferred  by any person, including a
pledgee,  unless  (1)  either  (a) a Registration Statement with respect to such
shares  shall  be effective under the Securities Act of 1933, as amended, or (b)
the Company shall have received an opinion of counsel satisfactory to it that an
exemption  from  registration  under  such  Act is then available, and (2) there
shall  have  been  compliance  with  all  applicable  state  securities  laws."

     (b)     At  the  discretion  of  the  Administrator, the Company shall have
received  an  opinion  of  its  counsel  that the Shares may be issued upon such
particular  exercise  or  acceptance  in  compliance  with  the 1933 Act without
registration  thereunder.


<PAGE>
23.     DISSOLUTION  OR  LIQUIDATION  OF  THE  COMPANY.

     Upon  the  dissolution  or  liquidation of the Company, all Options granted
under  this  Plan  which  as  of such date shall not have been exercised and all
Stock  Grants and Stock-Based Awards which have not been accepted will terminate
and become null and void; provided, however, that if the rights of a Participant
or  a  Participant's  Survivors  have  not otherwise terminated and expired, the
Participant or the Participant's Survivors will have the right immediately prior
to  such dissolution or liquidation to exercise or accept any Stock Right to the
extent  that  the  Stock Right is exercisable or subject to acceptance as of the
date  immediately prior to such dissolution or liquidation. Upon the dissolution
or  liquidation  of  the  Company,  any  outstanding  Stock-Based  Awards  shall
immediately  terminate  unless  otherwise  determined  by  the  Administrator or
specifically  provided  in  the  applicable  Agreement.

24.     ADJUSTMENTS.

     Upon  the occurrence of any of the following events, a Participant's rights
with  respect  to  any  Stock  Right  granted  to  him or her hereunder shall be
adjusted  as  hereinafter  provided, unless otherwise specifically provided in a
Participant's  Agreement:

     A.     Stock Dividends and Stock Splits.  If (i) the shares of Common Stock
            --------------------------------
shall be subdivided or combined into a greater or smaller number of shares or if
the  Company  shall  issue any shares of Common Stock as a stock dividend on its
outstanding  Common  Stock, 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, the number of shares of Common Stock
deliverable  upon the exercise of an Option or acceptance of a Stock Grant shall
be  appropriately  increased  or  decreased  proportionately,  and  appropriate
adjustments shall be made including, in the purchase price per share, to reflect
such  events.  The  number of Shares subject to the limitation in Paragraph 4(c)
shall  also  be  proportionately  adjusted  upon  the occurrence of such events.

     B.     Corporate  Transactions.  If  the Company is to be consolidated with
            -----------------------
or  acquired  by another entity in a merger, sale of all or substantially all of
the  Company's  assets  other  than  a transaction to merely change the state of
incorporation  (a  "Corporate  Transaction"),  the Administrator or the board of
directors  of  any entity assuming the obligations of the Company hereunder (the
"Successor  Board"),  shall,  as  to  outstanding  Options,  either  (i)  make
appropriate provision for the continuation of such Options by substituting on an
equitable  basis  for  the  Shares  then  subject  to  such  Options  either the
consideration  payable with respect to the outstanding shares of Common Stock in
connection  with  the  Corporate  Transaction  or securities of any successor or
acquiring  entity; or (ii) upon written notice to the Participants, provide that
all Options must be exercised (either (a) to the extent then exercisable or, (b)
at the discretion of the Administrator, all Options being made fully exercisable
for  purposes  of  this  Subparagraph), within a specified number of days of the
date  of such notice, at the end of which period the Options shall terminate; or
(iii)  terminate  all Options in exchange for a cash payment equal to the excess
of  the  Fair  Market Value of the Shares subject to such Options (either (a) to
the  extent then exercisable or, (b) at the discretion of the Administrator, all
Options being made fully exercisable for purposes of this Subparagraph) over the
exercise  price  thereof.

     With  respect  to  outstanding  Stock  Grants,  the  Administrator  or  the
Successor  Board,  shall  either  (i)  make  appropriate  provisions  for  the
continuation  of  such  Stock  Grants  on  the  same  terms  and  conditions  by
substituting  on  an  equitable  basis for the Shares then subject to such Stock
Grants  either  the consideration payable with respect to the outstanding Shares
of  Common  Stock  in connection with the Corporate Transaction or securities of
any  successor  or  acquiring  entity;  or  (ii)  terminate  all Stock Grants in
exchange  for a cash payment equal to the excess of the Fair Market Value of the
Shares  subject to such Stock Grants over the purchase price thereof, if any. In
addition,  in  the event of a Corporate Transaction, the Administrator may waive
any  or  all Company repurchase rights with respect to outstanding Stock Grants.

     C.     Recapitalization  or  Reorganization.  In  the  event  of  a
            ------------------------------------
recapitalization  or  reorganization  of  the  Company  other  than  a Corporate
            -
Transaction  pursuant  to  which  securities  of  the  Company  or  of  another
corporation are issued with respect to the outstanding shares of Common Stock, a
Participant  upon  exercising  an  Option  or  accepting a Stock Grant after the
recapitalization or reorganization shall be entitled to receive for the purchase
price  paid  upon  such  exercise  or  acceptance  of  the number of replacement
securities  which  would have been received if such Option had been exercised or
Stock  Grant  accepted  prior  to  such  recapitalization  or  reorganization.

     D.     Adjustments to Stock-Based Awards.  Upon the happening of any of the
            ---------------------------------
events  described  in Subparagraphs A, B or C above, any outstanding Stock-Based
Award  shall  be  appropriately adjusted to reflect the events described in such
Subparagraphs.  The  Administrator  or  the  Successor Board shall determine the
specific  adjustments  to  be  made  under this Paragraph 24, including, but not
limited  to  the effect if any, of a Change in Control and, subject to Paragraph
4,  its  determination  shall  be  conclusive.

     E.     Modification  of  ISO's.  Notwithstanding  the  foregoing,  any
            -----------------------
adjustments  made pursuant to Subparagraph A, B or C above with respect to ISO's
shall  be  made only after the Administrator determines whether such adjustments
would  constitute  a  "modification"  of  such ISO's (as that term is defined in
Section  424(h) of the Code) or would cause any adverse tax consequences for the
holders  of  such  ISO's.  If the Administrator determines that such adjustments
made with respect to ISO's would constitute a modification of such ISO's, it may
refrain  from  making such adjustments, unless the holder of an ISO specifically
requests in writing that such adjustment be made and such writing indicates that
the  holder has full knowledge of the consequences of such "modification" on his
or  her  income  tax  treatment  with  respect  to  the  ISO.

25.     ISSUANCES  OF  SECURITIES.

     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 subject to Stock Rights. Except as
expressly  provided  herein,  no adjustments shall be made for dividends paid in
cash  or  in  property (including without limitation, securities) of the Company
prior  to  any  issuance  of  Shares  pursuant  to  a  Stock  Right.

26.     FRACTIONAL  SHARES.

     No  fractional  shares  shall  be  issued  under  the  Plan  and the person
exercising  a  Stock  Right  shall receive from the Company cash in lieu of such
fractional  shares  equal  to  the  Fair  Market  Value  thereof.
27.     CONVERSION  OF  ISO'S  INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISO'S.

     The  Administrator,  at  the written request of any Participant, may in its
discretion  take  such actions as may be necessary to convert such Participant's
ISO's  (or  any  portions  thereof)  that have not been exercised on the date of
conversion  into  Non-Qualified  Options  at any time prior to the expiration of
such  ISO's, regardless of whether the Participant is an employee of the Company
or  an Affiliate at the time of such conversion. At the time of such conversion,
the  Administrator  (with  the  consent  of  the  Participant)  may  impose such
conditions  on  the  exercise  of  the  resulting  Non-Qualified  Options as the
Administrator  in  its  discretion  may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give  any  Participant the right to have such Participant's ISO's converted into
Non-Qualified  Options,  and no such conversion shall occur until and unless the
Administrator  takes  appropriate action. The Administrator, with the consent of
the  Participant,  may  also  terminate any portion of any ISO that has not been
exercised  at  the  time  of  such  conversion.

28.     WITHHOLDING.

     In  the  event  that  any federal, state, or local income taxes, employment
taxes,  Federal  Insurance  Contributions Act ("F.I.C.A.") withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from  the  Participant's  salary, wages or other remuneration in connection with
the  exercise  or  acceptance  of  a  Stock  Right  or  in  connection  with  a
Disqualifying  Disposition  (as  defined in Paragraph 29) or upon the lapsing of
any  right  of  repurchase,  the  Company  may  withhold  from the Participant's
compensation, if any, or may require that the Participant advance in cash to the
Company,  or  to  any  Affiliate  of  the  Company which employs or employed the
Participant,  the  statutory  minimum  amount  of  such  withholdings  unless  a
different  withholding arrangement, including the use of shares of the Company's
Common  Stock  or  a  promissory  note,  is authorized by the Administrator (and
permitted  by  law).  For  purposes  hereof, the fair market value of the shares
withheld  for  purposes of payroll withholding shall be determined in the manner
provided  in  Paragraph 1 above, as of the most recent practicable date prior to
the  date  of  exercise. If the fair market value of the shares withheld is less
than  the  amount  of  payroll  withholdings  required,  the  Participant may be
required  to  advance  the  difference  in  cash to the Company or the Affiliate
employer.  The  Administrator in its discretion may condition the exercise of an
Option  for less than the then Fair Market Value on the Participant's payment of
such  additional  withholding.

29.     NOTICE  TO  COMPANY  OF  DISQUALIFYING  DISPOSITION.

     Each  Employee  who  receives  an  ISO  must agree to notify the Company in
writing  immediately after the Employee makes a Disqualifying Disposition of any
shares  acquired pursuant to the exercise of an ISO. A Disqualifying Disposition
is defined in Section 424(c) of the Code and includes any disposition (including
any  sale  or  gift)  of such shares before the later of (a) two years after the
date  the  Employee  was  granted  the  ISO,  or (b) one year after the date the
Employee  acquired Shares by exercising the ISO, except as otherwise provided in
Section  424(c) of the Code. If the Employee has died before such stock is sold,
these  holding period requirements do not apply and no Disqualifying Disposition
can  occur  thereafter.

30.     TERMINATION  OF  THE  PLAN.

     The  Plan  will  terminate on 10 years after adoption, the date that is ten
years from the earlier of the date of its adoption by the Board of Directors and
the  date  of  its  approval by the stockholders of the Company. The Plan may be
terminated  at  an  earlier  date  by  vote  of the stockholders or the Board of
Directors  of  the Company; provided, however, that any such earlier termination
shall  not  affect  any  Agreements executed prior to the effective date of such
termination.

31.     AMENDMENT  OF  THE  PLAN  AND  AGREEMENTS.

     The  stockholders  of  the Company may amend the Plan. The Plan may also be
amended  by  the  Administrator,  including,  without  limitation, to the extent
necessary  to qualify any or all outstanding Stock Rights granted under the Plan
or  Stock  Rights  to be granted under the Plan for favorable federal income tax
treatment  (including  deferral  of  taxation  upon exercise) as may be afforded
incentive  stock  options  under  Section  422  of  the  Code, and to the extent
necessary  to  qualify  the  shares  issuable upon exercise or acceptance of any
outstanding  Stock Rights granted, or Stock Rights to be granted, under the Plan
for  listing  on  any  national securities exchange or quotation in any national
automated  quotation system of securities dealers. Any amendment approved by the
Administrator  that  the  Administrator  determines  is of a scope that requires
stockholder  approval  shall  be subject to obtaining such stockholder approval.
Any  modification  or  amendment of the Plan shall not, without the consent of a
Participant,  adversely  affect his or her rights under a Stock Right previously
granted  to  him  or  her.  With  the  consent  of the Participant affected, the
Administrator  may amend outstanding Agreements in a manner which may be adverse
to  the  Participant  but  which  is  not  inconsistent  with  the  Plan. In the
discretion  of  the  Administrator,  the  Administrator  may  amend  outstanding
Agreements  in  a  manner  that  is  not  adverse  to  the  Participant.

32.     EMPLOYMENT  OR  OTHER  RELATIONSHIP.

     Nothing  in  this  Plan  or  any  Agreement  shall be deemed to prevent the
Company or an Affiliate from terminating the employment, consultancy or director
status  of  a  Participant, nor to prevent a Participant from terminating his or
her  own employment, consultancy or director status or to give any Participant a
right  to  be  retained  in  employment  or  other service by the Company or any
Affiliate  for  any  period  of  time.

33.     GOVERNING  LAW.

     This Plan shall be construed and enforced in accordance with the law of the
State  of  Texas.