PLATINUM
        ENERGY RESOURCES, INC.

      2006
        LONG-TERM INCENTIVE PLAN 

       

      ARTICLE
        I

      PURPOSE
        

       

      Section
        1.1 Purpose.
        This
        2006 Long-Term Incentive Plan (the “Plan”) is established by Platinum Energy
        Resources, Inc., a Delaware corporation (the “Company”) to create incentives
        which are designed to motivate Participants to put forth maximum effort toward
        the success and growth of the Company and to enable the Company to attract
        and
        retain experienced individuals who by their position, ability and diligence
        are
        able to make important contributions to the Company’s success. Toward these
        objectives, the Plan provides for the grant of Options, Restricted Stock
        Awards,
        Stock Appreciation Rights (“SARs”), Performance Units and Performance Bonuses to
        Eligible Employees and the grant of Nonqualified Stock Options, Restricted
        Stock
        Awards, SARs and Performance Units to Consultants and Eligible Directors,
        subject to the conditions set forth in the Plan. 

      


      Section
        1.2 Establishment.
        The
        Plan is effective as of [    ], 2006 and for a period of ten
        years thereafter. The Plan shall continue in effect until all matters relating
        to the payment of Awards and administration of the Plan have been settled.
        The
        Plan is subject to approval by the Company’s stockholders in accordance with
        applicable law which approval must occur within the period ending twelve
        months
        after the date the Plan is adopted by the Board. Pending such approval by
        the
        stockholders, Awards under the Plan may be granted, but no such Awards may
        be
        exercised prior to receipt of stockholder approval. In the event stockholder
        approval is not obtained within a twelve-month period, all Awards granted
        shall
        be void. 

      


      Section
        1.3 Shares Subject to the Plan.
        Subject
        to the limitations set forth in the Plan, Awards may be made under this Plan
        for
        a total of 4 million shares of the Company’s common stock, par value $.0001 per
        share (the “Common Stock”). A maximum of 2 million shares of Common Stock of the
        total authorized under this Section 1.3 may be granted as Incentive Stock
        Options. The limitations of this Section 1.3 shall be subject to the adjustment
        provisions of Article X. 

      


      ARTICLE
        II

      DEFINITIONS
        

      


      Section
        2.1 “Account”
        means
        the recordkeeping account established by the Company to which will be credited
        an Award of Performance Units to a Participant. 

      


      Section
        2.2 “Affiliated Entity”
        means
        any corporation, partnership, limited liability company or other form of
        legal
        entity in which a majority of the partnership or other similar interest thereof
        is owned or controlled, directly or indirectly, by the Company or one or
        more of
        its Subsidiaries or Affiliated Entities or a combination thereof. For purposes
        hereof, the Company, a Subsidiary or an Affiliated Entity shall be deemed
        to
        have a majority ownership interest in a partnership or limited liability
        company
        if the Company, such Subsidiary or Affiliated Entity shall be allocated a
        majority of partnership or limited liability company gains or losses or shall
        be
        or control a managing director or a general partner of such partnership or
        limited liability company. 

      


      Section
        2.3 “Award”
        means,
        individually or collectively, any Option, Restricted Stock Award, SAR,
        Performance Unit or Performance Bonus granted under the Plan to an Eligible
        Employee by the Board or any Nonqualified Stock Option, Performance Unit
        SAR or
        Restricted Stock Award granted under the Plan to a Consultant or an Eligible
        Director by the Board pursuant to such terms, conditions, restrictions, and/or
        limitations, if any, as the Board may establish by the Award Agreement or
        otherwise. 

      


      Section
        2.4 “Award Agreement”
        means
        any written instrument that establishes the terms, conditions, restrictions,
        and/or limitations applicable to an Award in addition to those established
        by
        this Plan and by the Board’s exercise of its administrative powers.


      


      Section
        2.5 “Board”
        means
        the Board of Directors of the Company and, if the Board has appointed a
        Committee as provided in Section 3.1, the term “Board” shall include such
        Committee. 

      

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Section
        2.6 “Change of Control Event”
        means
        each of the following: 

      


      (i)
        Any
        transaction in which shares of voting securities of the Company representing
        more than 50% of the total combined voting power of all outstanding voting
        securities of the Company are issued by the Company, or sold or transferred
        by
        the stockholders of the Company as a result of which those persons and entities
        who beneficially owned voting securities of the Company representing more
        than
        50% of the total combined voting power of all outstanding voting securities
        of
        the Company immediately prior to such transaction cease to beneficially own
        voting securities of the Company representing more than 50% of the total
        combined voting power of all outstanding voting securities of the Company
        immediately after such transaction; 

      


      (ii)
        The
        asset acquisition or consolidation of the Company with or into another entity
        as
        a result of which those persons and entities who beneficially owned voting
        securities of the Company representing more than 50% of the total combined
        voting power of all outstanding voting securities of the Company immediately
        prior to such asset acquisition or consolidation cease to beneficially own
        voting securities of the Company representing more than 50% of the total
        combined voting power of all outstanding voting securities of the surviving
        corporation or resulting entity immediately after such asset acquisition
        of
        consolidation; or 

      


      (iii)
        The
        sale of all or substantially all of the Company’s assets to an entity of which
        those persons and entities who beneficially owned voting securities of the
        Company representing more than 50% of the total combined voting power of
        all
        outstanding voting securities of the Company immediately prior to such asset
        sale do not beneficially own voting securities of the purchasing entity
        representing more than 50% of the total combined voting power of all outstanding
        voting securities of the purchasing entity immediately after such asset sale.
        

      


      Section
        2.7 “Code”
        means
        the Internal Revenue Code of 1986, as amended. References in the Plan to
        any
        section of the Code shall be deemed to include any amendments or successor
        provisions to such section and any regulations under such section. 

      


      Section
        2.8 “Committee”
        means
        the Committee appointed by the Board as provided in Section 3.1. 

      


      Section
        2.9 “Common Stock”
        means
        the common stock, par value $.0001 per share, of the Company, and after
        substitution, such other stock as shall be substituted therefore as provided
        in
        Article X. 

      


      Section
        2.10 “Consultant”
        means
        any person who is engaged by the Company, a Subsidiary or an Affiliated Entity
        to render consulting or advisory services. 

      


      Section
        2.11 “Date of Grant”
        means
        the date on which the grant of an Award is authorized by the Board or such
        later
        date as may be specified by the Board in such authorization. 

      


      Section
        2.12 “Disability”
        means
        the Participant is unable to continue employment by reason of any medically
        determinable physical or mental impairment which can be expected to result
        in
        death or can be expected to last for a continuous period of not less than
        12
        months. For purposes of this Plan, the determination of Disability shall
        be made
        in the sole and absolute discretion of the Board. 

      


      Section
        2.13 “Eligible Employee”
        means
        any employee of the Company, a Subsidiary, or an Affiliated Entity as approved
        by the Board. 

      


      Section
        2.14 “Eligible Director”
        means
        any member of the Board who is not an employee of the Company, a Subsidiary
        or
        an Affiliated Entity. 

      


      Section
        2.15 “Exchange Act”
        means
        the Securities Exchange Act of 1934, as amended. 

      


      Section
        2.16 “Fair Market Value”
        means
        (A) during such time as the Common Stock is registered under Section 12 of
        the
        Exchange Act, the closing price of the Common Stock as reported by an
        established stock exchange or automated quotation system on the day for which
        such value is to be determined, or, if no sale of the Common Stock shall
        have
        been made on any such stock exchange or automated quotation system that day,
        on
        the next preceding day on which there was a sale of such Common Stock, or
        (B)
        during any such time as the Common Stock is not listed upon an established
        stock
        exchange or automated quotation system, the mean between dealer “bid” and “ask”
prices of the Common Stock in the over-the-counter market on the day for
        which
        such value is to be determined, as reported by the National Association of
        Securities Dealers, Inc., or (C) during any such time as the Common Stock
        cannot
        be valued pursuant to (A) or (B) above, the fair market value shall be as
        determined by the Board considering all relevant information including, by
        example and not by limitation, the services of an independent appraiser.
        

      



      
        
           

        

        
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      Section
        2.17 “Incentive Stock Option”
        means an
        Option within the meaning of Section 422 of the Code. 

      


      Section
        2.18 “Nonqualified Stock Option”
        means an
        Option which is not an Incentive Stock Option. 

      


      Section
        2.19 “Option”
        means an
        Award granted under Article V of the Plan and includes both Nonqualified
        Stock
        Options and Incentive Stock Options to purchase shares of Common Stock.


      


      Section
        2.20 “Participant”
        means an
        Eligible Employee, a Consultant or an Eligible Director to whom an Award
        has
        been granted by the Board under the Plan. 

      


      Section
        2.21 “Performance Bonus”
        means
        the cash bonus which may be granted to Eligible Employees under Article IX
        of
        the Plan. 

      


      Section
        2.22 “Performance Units”
        means
        those monetary units that may be granted to Eligible Employees, Consultants
        or
        Eligible Directors pursuant to Article VIII hereof. 

      


      Section
        2.23 “Plan”
        means
        this Platinum Energy Resources, Inc. 2006 Long-Term Incentive Plan.


      


      Section
        2.24 “Restricted Stock Award”
        means an
        Award granted to an Eligible Employee, Consultant or Eligible Director under
        Article VI of the Plan. 

      


      Section
        2.25 “Retirement”
        means
        the termination of an Eligible Employee’s employment with the Company, a
        Subsidiary or an Affiliated Entity on or after attaining age 62. 

      


      Section
        2.26 “SAR”
        means a
        stock appreciation right granted to an Eligible Employee, Consultant or Eligible
        Director under Article VII of the Plan. 

      


      Section
        2.27 “Subsidiary”
        shall
        have the same meaning set forth in Section 424 of the Code. 

      


      ARTICLE
        III

      ADMINISTRATION
        

      


      Section
        3.1 Administration of the Plan by the Board.
        The
        Board shall administer the Plan. The Board may, by resolution, appoint a
        committee to administer the Plan and delegate its powers described under
        this
        Section 3.1 for purposes of Awards granted to Eligible Employees and
        Consultants. 

      


      Subject
        to the provisions of the Plan, the Board shall have exclusive power to:


      


      (a)
        Select Eligible Employees and Consultants to participate in the Plan.


      


      (b)
        Determine the time or times when Awards will be made to Eligible Employees
        or
        Consultants. 

      


      (c)
        Determine the form of an Award, whether an Incentive Stock Option, Nonqualified
        Stock Option, Restricted Stock Award, SAR, Performance Unit, or Performance
        Bonus, the number of shares of Common Stock or Performance Units subject
        to the
        Award, the amount and all the terms, conditions (including performance
        requirements), restrictions and/or limitations, if any, of an Award, including
        the time and conditions of exercise or vesting, and the terms of any Award
        Agreement, which may include the waiver or amendment of prior terms and
        conditions or acceleration or early vesting or payment of an Award under
        certain
        circumstances determined by the Board. 

      


      (d)
        Determine whether Awards will be granted singly or in combination. 

      


      (e)
        Accelerate the vesting, exercise or payment of an Award or the performance
        period of an Award. 

      


      (f)
        Determine whether and to what extent a Performance Bonus may be deferred,
        either
        automatically or at the election of the Participant or the Board. 

      


      (g)
        Take
        any and all other action it deems necessary or advisable for the proper
        operation or administration of the Plan. 

       

      
        
           

        

        
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      Section
        3.2 Administration of Grants to Eligible Directors.
        The
        Board shall have the exclusive power to select Eligible Directors to participate
        in the Plan and to determine the number of Nonqualified Stock Options,
        Performance Units, SARs or shares of Restricted Stock awarded to Eligible
        Directors selected for participation. If the Board appoints a committee to
        administer the Plan, it may delegate to the committee administration of all
        other aspects of the Awards made to Eligible Directors. 

      


      Section
        3.3 Board to Make Rules and Interpret Plan.
        The
        Board in its sole discretion shall have the authority, subject to the provisions
        of the Plan, to establish, adopt, or revise such rules and regulations and
        to
        make all such determinations relating to the Plan, as it may deem necessary
        or
        advisable for the administration of the Plan. The Board’s interpretation of the
        Plan or any Awards and all decisions and determinations by the Board with
        respect to the Plan shall be final, binding, and conclusive on all parties.
        

      


      Section
        3.4 Section 162(m) Provisions.
        The
        Company intends for the Plan and the Awards made there under to qualify for
        the
        exception from Section 162(m) of the Code for “qualified performance based
        compensation” if it is determined by the Board that such qualification is
        necessary for an Award. Accordingly, the Board shall make determinations
        as to
        performance targets and all other applicable provisions of the Plan as necessary
        in order for the Plan and Awards made there under to satisfy the requirements
        of
        Section 162(m) of the Code. 

      


      ARTICLE
        IV

      GRANT
        OF AWARDS 

      


      Section
        4.1 Grant of Awards.
        Awards
        granted under this Plan shall be subject to the following conditions:


      


      (a)
        Subject to Article X, the aggregate number of shares of Common Stock made
        subject to the grant of Options and/or SARs to any Eligible Employee in any
        calendar year may not exceed 100,000. 

      


      (b)
        Subject to Article X, the aggregate number of shares of Common Stock made
        subject to the grant of Restricted Stock Awards and Performance Unit Awards
        to
        any Eligible Employee in any calendar year may not exceed 100,000. 

      


      (c)
        The
        maximum amount made subject to the grant of Performance Bonuses to any Eligible
        Employee in any calendar year may not exceed $500,000. 

      


      (d)
        Any
        shares of Common Stock related to Awards which terminate by expiration,
        forfeiture, cancellation or otherwise without the issuance of shares of Common
        Stock or are exchanged in the Board’s discretion for Awards not involving Common
        Stock, shall be available again for grant under the Plan and shall not be
        counted against the shares authorized under Section 1.3. 

      


      (e)
        Common Stock delivered by the Company in payment of an Award authorized under
        Articles V and VI of the Plan may be authorized and unissued Common Stock
        or
        Common Stock held in the treasury of the Company. 

      


      (f)
        The
        Board shall, in its sole discretion, determine the manner in which fractional
        shares arising under this Plan shall be treated. 

      


      (g)
        Separate certificates or a book-entry registration representing Common Stock
        shall be delivered to a Participant upon the exercise of any Option.


      


      (h)
        The
        Board shall be prohibited from canceling, reissuing or modifying Awards if
        such
        action will have the effect of repricing the Participant’s Award. 

      


      (i)
        Eligible Directors may only be granted Nonqualified Stock Options, Restricted
        Stock Awards, SARs or Performance Units under this Plan. Subject to Article
        X,
        the aggregate number of shares of Common Stock made subject to the grant
        of
        Options to any individual Eligible Director in any calendar year may not
        exceed
        10,000. 

      


      (j)
        Subject to Article X, in no event shall more than 10,000 shares of Restricted
        Stock be awarded to any individual Eligible Director in any calendar year.
        

      


      (k)
        The
        maximum term of any Award shall be ten years. 

       

      
        
           

        

        
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      ARTICLE
        V

      STOCK
        OPTIONS 

      


      Section
        5.1 Grant of Options.
        The
        Board may, from time to time, subject to the provisions of the Plan and such
        other terms and conditions as it may determine, grant Options to Eligible
        Employees. These Options may be Incentive Stock Options or Nonqualified Stock
        Options, or a combination of both. The Board may, subject to the provisions
        of
        the Plan and such other terms and conditions as it may determine, grant
        Nonqualified Stock Options to Eligible Directors and Consultants. Each grant
        of
        an Option shall be evidenced by an Award Agreement executed by the Company
        and
        the Participant, and shall contain such terms and conditions and be in such
        form
        as the Board may from time to time approve, subject to the requirements of
        Section 5.2. 

      


      Section
        5.2 Conditions of Options.
        Each
        Option so granted shall be subject to the following conditions: 

      


      (a)
        Exercise Price. As limited by Section 5.2(e) below, each Option shall state
        the
        exercise price which shall be set by the Board at the Date of Grant; provided,
        however, no Option shall be granted at an exercise price which is less than
        the
        Fair Market Value of the Common Stock on the Date of Grant. 

      


      (b)
        Form
        of Payment. The exercise price of an Option may be paid (i) in cash or by
        check,
        bank draft or money order payable to the order of the Company; (ii) by
        delivering shares of Common Stock having a Fair Market Value on the date
        of
        payment equal to the amount of the exercise price, but only to the extent
        such
        exercise of an Option would not result in an adverse accounting charge to
        the
        Company for financial accounting purposes with respect to the shares used
        to pay
        the exercise price unless otherwise determined by the Board; or (iii) a
        combination of the foregoing. In addition to the foregoing, the Board may
        permit
        an Option granted under the Plan to be exercised by a broker-dealer acting
        on
        behalf of a Participant through procedures approved by the Board. 

      


      (c)
        Exercise of Options. Options granted under the Plan shall be exercisable,
        in
        whole or in such installments and at such times, and shall expire at such
        time,
        as shall be provided by the Board in the Award Agreement. Exercise of an
        Option
        shall be by written notice to the Secretary of the Company at least two business
        days in advance of such exercise stating the election to exercise in the
        form
        and manner determined by the Board. Every share of Common Stock acquired
        through
        the exercise of an Option shall be deemed to be fully paid at the time of
        exercise and payment of the exercise price. 

      


      (d)
        Other
        Terms and Conditions. Among other conditions that may be imposed by the Board,
        if deemed appropriate, are those relating to (i) the period or periods and
        the
        conditions of exercisability of any Option; (ii) the minimum periods during
        which Participants must be employed by the Company, its Subsidiaries, or
        an
        Affiliated Entity, or must hold Options before they may be exercised; (iii)
        the
        minimum periods during which shares acquired upon exercise must be held before
        sale or transfer shall be permitted; (iv) conditions under which such Options
        or
        shares may be subject to forfeiture; (v) the frequency of exercise or the
        minimum or maximum number of shares that may be acquired at any one time;
        (vi)
        the achievement by the Company of specified performance criteria; and (vii)
        non-compete and protection of business matters. 

      


      (e)
        Special Restrictions Relating to Incentive Stock Options. Options issued
        in the
        form of Incentive Stock Options shall only be granted to Eligible Employees
        of
        the Company or a Subsidiary, and not to Eligible Employees of an Affiliated
        Entity unless such entity shall be considered as a “disregarded entity” under
        the Code and shall not be distinguished for federal tax purposes from the
        Company or the applicable Subsidiary. 

      


      (f)
        Application of Funds. The proceeds received by the Company from the sale
        of
        Common Stock pursuant to Options will be used for general corporate purposes.
        

       

      (g)
        Stockholder Rights. No Participant shall have a right as a stockholder with
        respect to any share of Common Stock subject to an Option prior to purchase
        of
        such shares of Common Stock by exercise of the Option. 

       

      
        
           

        

        
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      ARTICLE
        VI

      RESTRICTED
        STOCK AWARDS 

      


      Section
        6.1 Grant of Restricted Stock Awards.
        The
        Board may, from time to time, subject to the provisions of the Plan and such
        other terms and conditions as it may determine, grant a Restricted Stock
        Award
        to Eligible Employees, Consultants or Eligible Directors. Restricted Stock
        Awards shall be awarded in such number and at such times during the term
        of the
        Plan as the Board shall determine. Each Restricted Stock Award shall be subject
        to an Award Agreement setting forth the terms of such Restricted Stock Award
        and
        may be evidenced in such manner as the Board deems appropriate, including,
        without limitation, a book-entry registration or issuance of a stock certificate
        or certificates. 

      


      Section
        6.2 Conditions of Restricted Stock Awards.
        The
        grant of a Restricted Stock Award shall be subject to the following:


      


      (a)
        Restriction Period. Restricted Stock Awards granted to an Eligible Employee
        shall require the holder to remain in the employment of the Company, a
        Subsidiary, or an Affiliated Entity for a prescribed period. Restricted Stock
        Awards granted to Consultants or Eligible Directors shall require the holder
        to
        provide continued services to the Company for a period of time. These employment
        and service requirements are collectively referred to as a “Restriction Period”.
        The Board or the Committee, as the case may be, shall determine the Restriction
        Period or Periods which shall apply to the shares of Common Stock covered
        by
        each Restricted Stock Award or portion thereof. In addition to any time vesting
        conditions determined by the Board or the Committee, as the case may be,
        Restricted Stock Awards may be subject to the achievement by the Company
        of
        specified performance criteria based upon the Company’s achievement of all or
        any of the operational, financial or stock performance criteria set forth
        on
        Exhibit A annexed hereto, as may from time to time be established by the
        Board
        or the Committee, as the case may be. At the end of the Restriction Period,
        assuming the fulfillment of any other specified vesting conditions, the
        restrictions imposed by the Board or the Committee, as the case may be shall
        lapse with respect to the shares of Common Stock covered by the Restricted
        Stock
        Award or portion thereof. In addition to acceleration of vesting upon the
        occurrence of a Change of Control Event as provided in Section 11.6, the
        Board
        or the Committee, as the case may be, may, in its discretion, accelerate
        the
        vesting of a Restricted Stock Award in the case of the death, Disability
        or
        Retirement of the Participant who is an Eligible Employee or resignation
        of a
        Participant who is a Consultants or an Eligible Director. 

      


      (b)
        Restrictions. The holder of a Restricted Stock Award may not sell, transfer,
        pledge, exchange, hypothecate, or otherwise dispose of the shares of Common
        Stock represented by the Restricted Stock Award during the applicable
        Restriction Period. The Board shall impose such other restrictions and
        conditions on any shares of Common Stock covered by a Restricted Stock Award
        as
        it may deem advisable including, without limitation, restrictions under
        applicable Federal or state securities laws, and may legend the certificates
        representing Restricted Stock to give appropriate notice of such restrictions.
        

      


      (c)
        Rights as Stockholders. During any Restriction Period, the Board may, in
        its
        discretion, grant to the holder of a Restricted Stock Award all or any of
        the
        rights of a stockholder with respect to the shares, including, but not by
        way of
        limitation, the right to vote such shares and to receive dividends. If any
        dividends or other distributions are paid in shares of Common Stock, all
        such
        shares shall be subject to the same restrictions on transferability as the
        shares of Restricted Stock with respect to which they were paid. 

      


      ARTICLE
        VII

      STOCK
        APPRECIATION RIGHTS 

      


      Section
        7.1 Grant of SARs.
        The
        Board may from time to time, in its sole discretion, subject to the provisions
        of the Plan and subject to other terms and conditions as the Board may
        determine, grant a SAR to any Eligible Employee, Consultant or Eligible
        Director. SARs may be granted in tandem with an Option, in which event, the
        Participant has the right to elect to exercise either the SAR or the Option.
        Upon the Participant’s election to exercise one of these Awards, the other
        tandem Award is automatically terminated. SARs may also be granted as an
        independent Award separate from an Option. Each grant of a SAR shall be
        evidenced by an Award Agreement executed by the Company and the Participant
        and
        shall contain such terms and conditions and
        be in
        such form as the Board may from time to time approve, subject to the
        requirements of the Plan. The exercise price of the SAR shall not be less
        than
        the Fair Market Value of a share of Common Stock on the Date of Grant of
        the
        SAR. 


      
        
           

        

        
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      Section
        7.2 Exercise and Payment.
        SARs
        granted under the Plan shall be exercisable in whole or in installments and
        at
        such times as shall be provided by the Board in the Award Agreement. Exercise
        of
        a SAR shall be by written notice to the Secretary of the Company at least
        two
        business days in advance of such exercise. The amount payable with respect
        to
        each SAR shall be equal in value to the excess, if any, of the Fair Market
        Value
        of a share of Common Stock on the exercise date over the exercise price of
        the
        SAR. Payment of amounts attributable to a SAR shall be made in shares of
        Common
        Stock. 

      


      Section
        7.3 Restrictions.
        In the
        event a SAR is granted in tandem with an Incentive Stock Option, the Board
        shall
        subject the SAR to restrictions necessary to ensure satisfaction of the
        requirements under Section 422 of the Code. In the case of a SAR granted
        in
        tandem with an Incentive Stock Option to an Eligible Employee who owns more
        than
        10% of the combined voting power of the Company or its Subsidiaries on the
        date
        of such grant, the amount payable with respect to each SAR shall be equal
        in
        value to the applicable percentage of the excess, if any, of the Fair Market
        Value of a share of Common Stock on the Exercise date over the exercise price
        of
        the SAR, which exercise price shall not be less than 110% of the Fair Market
        Value of a share of Common Stock on the date the SAR is granted. 

      


      ARTICLE
        VIII

      PERFORMANCE
        UNITS 

      


      Section
        8.1 Grant of Awards.
        The
        Board may, from time to time, subject to the provisions of the Plan and such
        other terms and conditions as it may determine, grant Performance Units to
        Eligible Employees, Consultants and Eligible Directors. Each Award of
        Performance Units shall be evidenced by an Award Agreement executed by the
        Company and the Participant, and shall contain such terms and conditions
        and be
        in such form as the Board may from time to time approve, subject to the
        requirements of Section 8.2. 

      


      Section
        8.2 Conditions of Awards.
        Each
        Award of Performance Units shall be subject to the following conditions:
        

      


      (a)
        Establishment of Award Terms. Each Award shall state the target, maximum
        and
        minimum value of each Performance Unit payable upon the achievement of
        performance goals. 

      


      (b)
        Achievement of Performance Goals. The Board shall establish performance targets
        for each Award for a period of no less than a year based upon some or all
        of the
        operational, financial or performance criteria listed in Exhibit A attached.
        The
        Board shall also establish such other terms and conditions as it deems
        appropriate to such Award. The Award may be paid out in cash or Common Stock
        as
        determined in the sole discretion of the Board. 

      


      ARTICLE
        IX

      PERFORMANCE
        BONUS 

      


      Section
        9.1 Grant of Performance Bonus.
        The
        Board may from time to time, subject to the provisions of the Plan and such
        other terms and conditions as the Board may determine, grant a Performance
        Bonus
        to certain Eligible Employees selected for participation. The Board will
        determine the amount that may be earned as a Performance Bonus in any period
        of
        one year or more upon the achievement of a performance target established
        by the
        Board. The Board shall select the applicable performance target(s) for each
        period in which a Performance Bonus is awarded. The performance target shall
        be
        based upon all or some of the operational, financial or performance criteria
        more specifically listed in Exhibit A attached. 

      


      Section
        9.2 Payment of Performance Bonus.
        In
        order for any Participant to be entitled to payment of a Performance Bonus,
        the
        applicable performance target(s) established by the Board must first be obtained
        or exceeded. Payment of a Performance Bonus shall be made within 60 days
        of the
        Board’s certification that the performance target(s) has been achieved unless
        the Participant has previously elected to defer payment pursuant to a
        nonqualified deferred compensation plan adopted by the Company. Payment of
        a
        Performance Bonus may be made in either cash or Common Stock as determined
        in
        the sole discretion of the Board. 

      

        
          
             

          

          
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      ARTICLE
        X

      STOCK
        ADJUSTMENTS 

       

      In
        the
        event that the shares of Common Stock, as constituted on the effective date
        of
        the Plan, shall be changed into or exchanged for a different number or kind
        of
        shares of stock or other securities of the Company or of another corporation
        (whether by reason of asset acquisition, consolidation, recapitalization,
        reclassification, stock split, spin-off, combination of shares or otherwise),
        or
        if the number of such shares of Common Stock shall be increased through the
        payment of a stock dividend, or a dividend on the shares of Common Stock,
        or if
        rights or warrants to purchase securities of the Company shall be issued
        to
        holders of all outstanding Common Stock, then there shall be substituted
        for or
        added to each share available under and subject to the Plan, and each share
        theretofore appropriated under the Plan, the number and kind of shares of
        stock
        or other securities into which each outstanding share of Common Stock shall
        be
        so changed or for which each such share shall be exchanged or to which each
        such
        share shall be entitled, as the case may be, on a fair and equivalent basis
        in
        accordance with the applicable provisions of Section 424 of the Code; provided,
        however, with respect to Options, in no such event will such adjustment result
        in a modification of any Option as defined in Section 424(h) of the Code.
        In the
        event there shall be any other change in the number or kind of the outstanding
        shares of Common Stock, or any stock or other securities into which the Common
        Stock shall have been changed or for which it shall have been exchanged,
        then if
        the Board shall, in its sole discretion, determine that such change equitably
        requires an adjustment in the shares available under and subject to the Plan,
        or
        in any Award, theretofore granted, such adjustments shall be made in accordance
        with such determination, except that no adjustment of the number of shares
        of
        Common Stock available under the Plan or to which any Award relates that
        would
        otherwise be required shall be made unless and until such adjustment either
        by
        itself or with other adjustments not previously made would require an increase
        or decrease of at least 1% in the number of shares of Common Stock available
        under the Plan or to which any Award relates immediately prior to the making
        of
        such adjustment (the “Minimum Adjustment”). Any adjustment representing a change
        of less than such minimum amount shall be carried forward and made as soon
        as
        such adjustment together with other adjustments required by this Article
        X and
        not previously made would result in a Minimum Adjustment. Notwithstanding
        the
        foregoing, any adjustment required by this Article X which otherwise would
        not
        result in a Minimum Adjustment shall be made with respect to shares of Common
        Stock relating to any Award immediately prior to exercise, payment or settlement
        of such Award. No fractional shares of Common Stock or units of other securities
        shall be issued pursuant to any such adjustment, and any fractions resulting
        from any such adjustment shall be eliminated in each case by rounding downward
        to the nearest whole share. 

      


      ARTICLE
        XI

      GENERAL
        

      


      Section
        11.1 Amendment or Termination of Plan.
        The
        Board may alter, suspend or terminate the Plan at any time provided, however,
        that it may not, without stockholder approval, adopt any amendment which
        would
        (i) increase the aggregate number of shares of Common Stock available under
        the
        Plan (except by operation of Article X), (ii) materially modify the requirements
        as to eligibility for participation in the Plan, or (iii) materially increase
        the benefits to Participants provided by the Plan. 

      


      Section
        11.2 Termination of Employment; Termination of Service.
        If an
        Eligible Employee’s employment with the Company, a Subsidiary or an Affiliated
        Entity terminates as a result of death, Disability or Retirement, the Eligible
        Employee (or personal representative in the case of death) shall be entitled
        to
        purchase all or any part of the shares subject to any (i) vested Incentive
        Stock
        Option for a period of up to three months from such date of termination (one
        year in the case of death or Disability (as defined above) in lieu of the
        three-month period), and (ii) vested Nonqualified Stock Option during the
        remaining term of the Option. If an Eligible Employee’s employment terminates
        for any other reason, the Eligible Employee shall be entitled to purchase
        all or
        any part of the shares subject to any vested Option for a period of up to
        three
        months from such date of termination. In no event shall any Option be
        exercisable past the term of the Option. The Board may, in its sole discretion,
        accelerate the vesting of unvested Options in the event of termination of
        employment of any Participant. 

      


      In
        the
        event a Consultant ceases to provide services to the Company or an Eligible
        Director terminates service as a director of the Company, the unvested portion
        of any Award shall be forfeited unless otherwise accelerated pursuant to
        the
        terms of the Eligible Director’s Award Agreement or by the Board. The Consultant
        or Eligible Director shall have a period of three years following the date
        he
        ceases to provide consulting services or ceases to be a director, as applicable,
        to exercise any Nonqualified Stock Options which are otherwise exercisable
        on
        his date of termination of service. 


      
        
           

        

        
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      Section
        11.3 Limited Transferability — Options.
        The
        Board may, in its discretion, authorize all or a portion of the Nonqualified
        Stock Options granted under this Plan to be on terms which permit transfer
        by
        the Participant to (i) the ex-spouse of the Participant pursuant to the terms
        of
        a domestic relations order, (ii) the spouse, children or grandchildren of
        the
        Participant (“Immediate Family Members”), (iii) a trust or trusts for the
        exclusive benefit of such Immediate Family Members, or (iv) a partnership
        or
        limited liability company in which such Immediate Family Members are the
        only
        partners or members. In addition, there may be no consideration for any such
        transfer. The Award Agreement pursuant to which such Nonqualified Stock Options
        are granted expressly provide for transferability in a manner consistent
        with
        this paragraph. Subsequent transfers of transferred Nonqualified Stock Options
        shall be prohibited except as set forth below in this Section 11.3. Following
        transfer, any such Nonqualified Stock Options shall continue to be subject
        to
        the same terms and conditions as were applicable immediately prior to transfer,
        provided that for purposes of Section 11.2 hereof the term “Participant” shall
        be deemed to refer to the transferee. The events of termination of employment
        of
        Section 11.2 hereof shall continue to be applied with respect to the original
        Participant, following which the Nonqualified Stock Options shall be exercisable
        by the transferee only to the extent, and for the periods specified in Section
        11.2 hereof. No transfer pursuant to this Section 11.3 shall be effective
        to
        bind the Company unless the Company shall have been furnished with written
        notice of such transfer together with such other documents regarding the
        transfer as the Board shall request. With the exception of a transfer in
        compliance with the foregoing provisions of this Section 11.3, all other
        types
        of Awards authorized under this Plan shall be transferable only by will or
        the
        laws of descent and distribution; however, no such transfer shall be effective
        to bind the Company unless the Board has been furnished with written notice
        of
        such transfer and an authenticated copy of the will and/or such other evidence
        as the Board may deem necessary to establish the validity of the transfer
        and
        the acceptance by the transferee of the terms and conditions of such Award.
        

      


      Section
        11.4 Withholding Taxes.
        Unless
        otherwise paid by the Participant, the Company, its Subsidiaries or any of
        its
        Affiliated Entities shall be entitled to deduct from any payment under the
        Plan,
        regardless of the form of such payment, the amount of all applicable income
        and
        employment taxes required by law to be withheld with respect to such payment
        or
        may require the Participant to pay to it such tax prior to and as a condition
        of
        the making of such payment. In accordance with any applicable administrative
        guidelines it establishes, the Board may allow a Participant to pay the amount
        of taxes required by law to be withheld from an Award by (i) directing the
        Company to withhold from any payment of the Award a number of shares of Common
        Stock having a Fair Market Value on the date of payment equal to the amount
        of
        the required withholding taxes or (ii) delivering to the Company previously
        owned shares of Common Stock having a Fair Market Value on the date of payment
        equal to the amount of the required withholding taxes. However, any payment
        made
        by the Participant pursuant to either of the foregoing clauses (i) or (ii)
        shall
        not be permitted if it would result in an adverse accounting charge with
        respect
        to such shares used to pay such taxes unless otherwise approved by the Board.
        

      


      Section
        11.5 Change of Control.
        Notwithstanding any other provision in this Plan to the contrary, Awards
        granted
        under the Plan to any Eligible Employee, Consultant or Eligible Director
        shall
        be immediately vested, fully earned and exercisable upon the occurrence of
        a
        Change of Control Event. 

      


      Section
        11.6 Amendments to Awards.
        Subject
        to the limitations of Article IV, such as the prohibition on repricing of
        Options, the Board may at any time unilaterally amend the terms of any Award
        Agreement, whether or not presently exercisable or vested, to the extent
        it
        deems appropriate. However, amendments which are adverse to the Participant
        shall require the Participant’s consent. 

      


      Section
        11.7 Registration; Regulatory Approval.
        Following approval of the Plan by the stockholders of the Company as provided
        in
        Section 1.2 of the Plan, the Board, in its sole discretion, may determine
        to
        file with the Securities and Exchange Commission and keep continuously
        effective, a Registration Statement on Form S-8 with respect to shares of
        Common
        Stock subject to Awards hereunder. Notwithstanding anything contained in
        this
        Plan to the contrary, the Company shall have no obligation to issue shares
        of
        Common Stock under this Plan prior to the obtaining of any approval from,
        or
        satisfaction of any waiting period or other condition imposed by, any
        governmental agency which the Board shall, in its sole discretion, determine
        to
        be necessary or advisable. 


      
        
           

        

        
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      Section
        11.8 Right to Continued Employment.
        Participation in the Plan shall not give any Eligible Employee any right
        to
        remain in the employ of the Company, any Subsidiary, or any Affiliated Entity.
        The Company or, in the case of employment with a Subsidiary or an Affiliated
        Entity, the Subsidiary or Affiliated Entity reserves the right to terminate
        any
        Eligible Employee at any time. Further, the adoption of this Plan shall not
        be
        deemed to give any Eligible Employee or any other individual any right to
        be
        selected as a Participant or to be granted an Award. 

      


      Section
        11.9 Reliance on Reports.
        Each
        member of the Board and each member of the Board shall be fully justified
        in
        relying or acting in good faith upon any report made by the independent public
        accountants of the Company and its Subsidiaries and upon any other information
        furnished in connection with the Plan by any person or persons other than
        himself or herself. In no event shall any person who is or shall have been
        a
        member of the Board be liable for any determination made or other action
        taken
        or any omission to act in reliance upon any such report or information or
        for
        any action taken, including the furnishing of information, or failure to
        act, if
        in good faith. 

      


      Section
        11.10 Construction.
        Masculine pronouns and other words of masculine gender shall refer to both
        men
        and women. The titles and headings of the sections in the Plan are for the
        convenience of reference only, and in the event of any conflict, the text
        of the
        Plan, rather than such titles or headings, shall control. 

      


      Section
        11.11 Governing Law.
        The
        Plan shall be governed by and construed in accordance with the laws of the
        State
        of Delaware except as superseded by applicable Federal law. 

      


      Section
        11.12 Other Laws.
        The
        Board may refuse to issue or transfer any shares of Common Stock or other
        consideration under an Award if, acting in its sole discretion, it determines
        that the issuance or transfer of such shares or such other consideration
        might
        violate any applicable law or regulation or entitle the Company to recover
        the
        same under Section 16(b) of the Exchange Act, and any payment tendered to
        the
        Company by a Participant, other holder or beneficiary in connection with
        the
        exercise of such Award shall be promptly refunded to the relevant Participant,
        holder or beneficiary. 

      


      Section
        11.13 No Trust or Fund Created.
        Neither
        the Plan nor an Award shall create or be construed to create a trust or separate
        fund of any kind or a fiduciary relationship between the Company and a
        Participant or any other person. To the extent that a Participant acquires
        the
        right to receive payments from the Company pursuant to an Award, such right
        shall be no greater than the right of any general unsecured creditor of the
        Company. 

      


      Section
        11.14 Conformance to Section 409A of the Code.
        To the
        extent that the Committee determines that any Award granted under the Plan
        is
        subject to Section 409A of the Code, the Award Agreement evidencing such
        Award
        shall incorporate the terms and conditions required by Section 409A of the
        Code.
        To the extent applicable, the Plan and Award Agreements shall be interpreted
        in
        accordance with Section 409A of the Code and Department of Treasury regulations
        and other interpretive guidance issued thereunder, including without limitation
        any such regulations or other guidance that may be issued after the Effective
        Date. Notwithstanding any provision of the Plan to the contrary, in the event
        that the Committee determines that any Award may be subject to Section 409A
        of
        the Code and related Department of Treasury guidance, the Committee may adopt
        such amendments to the Plan and the applicable Award Agreement or adopt other
        policies and procedures (including amendments, policies and procedures with
        retroactive effect), or take any other actions, that the Committee determines
        are necessary or appropriate to (i) exempt the Award from Section 409A of
        the
        Code or (ii) comply with the requirements of Section 409A of the Code and
        related Department of Treasury guidance. 

      


      
        
           

        

        
          10