Exhibit 10.16

                            RIVER CAPITAL GROUP, INC.
                      2007 NON-QUALIFIED STOCK OPTION PLAN

                                   ARTICLE I.
                     PURPOSE, ADOPTION AND TERM OF THE PLAN

         1.01     Purpose. The purpose of the River Capital Group, Inc. 2007
Non-Qualified Stock Option Plan (hereinafter referred to as the "Plan") is to
advance the interests of the Company (as hereinafter defined) and its
Subsidiaries (as hereinafter defined) by encouraging and providing for the
acquisition of an equity interest in the Company by non-employee directors,
officers and key employees through the grant of options to purchase Common Stock
(as hereinafter defined). The Plan will enable the Company to retain the
services of non-employee directors, officers and key employees upon whose
judgment, interest, and special effort the successful conduct of its operations
is largely dependent and to compete effectively with other enterprises for the
services of non-employee directors, officers and key employees as may be needed
for the continued improvement of its business.

         1.02     Adoption and Term. The Plan shall become effective on
[   , 2007] and shall terminate on [    , 2017], or such earlier date as shall
be determined by the Board (as hereinafter defined).

                                   ARTICLE II.
                                   DEFINITIONS

         For purposes of the Plan, capitalized terms shall have the following
meanings:

         2.01     "Beneficiary" means an individual, trust or estate who or
that, by will or the laws of descent and distribution, succeeds to the rights
and obligations of the Participant under the Plan and an Option Agreement upon
the Participant's death.

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

         2.03     "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto. References to a section of the Code
shall include that section and any comparable section or sections of any future
legislation that amends, supplements, or supersedes said section.

         2.04     "Committee" means a committee of the Board as may be
appointed, from time to time, by the Board.

                  (a)      The Board may appoint more than one Committee to
administer the Plan. If it appoints more than one Committee, one Committee (the
"Compensation and Stock Option Committee") shall have the authority to grant
Options to a Participant who is either, at the Date of Grant of the Option, a
"covered employee" as defined in Section 162(m) or who is subject to Section 16
of the Exchange Act; however, such Committee shall also have the authority to
grant Options to other Participants. The Compensation and Stock Option Committee
shall be composed of at least two directors of the Company, each of whom is a
"non-employee director" as defined in Rule 16b-3 and an "outside director"

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within the meaning of Section 162(m). If, however, at least two of the Company's
directors are not both "non-employee directors" and "outside directors," the
Board may grant Options to a Participant who is either a "covered employee" or
subject to Section 16 of the Exchange Act, in which case the Board may also
administer the Plan and the term "Committee" as used herein shall also include
the Board. The other Committee (the "Select Committee") shall be composed of at
least one director, who may be an officer of the Company. The Select Committee
shall have authority to grant Options to a Participant who is not, at the Date
of Grant of the Option, either a "covered employee" as defined in Section 162(m)
or subject to Section 16 of the Exchange Act.

                  (b)      The Board may, from time to time, appoint members of
each Committee in substitution for those members who were previously appointed
and may fill vacancies, however caused, in the Committee.

                  (c)      The Compensation and Stock Option Committee and the
Select Committee shall each have the power and authority to administer the Plan
in accordance with Article III with respect to particular classes of
Participants (as specified in Section 2.04(a)) and, when used herein, the term
"Committee" shall mean either the Compensation and Stock Option Committee or the
Select Committee if the Board appoints more than one Committee to administer the
Plan. If, however, there is a conflict between the determinations made by the
Compensation and Stock Option Committee and the Select Committee, the
determinations made by the Compensation and Stock Option Committee shall
control.

         2.05     "Common Stock" means the Common Stock, par value $.001 per
share, of the Company.

         2.06     "Company" means River Capital Group, Inc., a corporation
organized under the laws of the State of Delaware, and its successors.

         2.07     "Date of Grant" means the date designated by the Committee as
the date as of which it grants an Option, which shall not be earlier than the
date on which the Committee approves the granting of such Option.

         2.08     "Disability" has the meaning specified in Section 22(e)(3) of
the Code.

         2.09     "Disability Date" means the date, as determined by the
Committee, as of which an Employee Participant has a Disability.

         2.10     "Employee Participant" means a Participant who is not a
Non-Employee Director.

         2.11     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

         2.12     "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.13     "Fair Market Value" of a share of Common Stock means, as of
any given date, the closing sales price of a share of Common Stock on such date
on the principal national securities exchange on which the Common Stock is then
traded or, if the Common Stock is not then traded on a national securities

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exchange, the closing sales price or, if none, the average of the bid and asked
prices of the Common Stock on such date as reported on the Over-The-Counter
Bulletin Board (the "OTCBB"); provided, however, that, if there were no sales
reported as of such date, Fair Market Value shall be computed as of the last
date preceding such date on which a sale was reported; provided, further, that,
if any such exchange or quotation system is closed on any day on which Fair
Market Value is to be determined, Fair Market Value shall be determined as of
the first date immediately preceding such date on which such exchange or
quotation system was open for trading. If the Common Stock is not admitted to
trade on a securities exchange or quoted on OTCBB, the Fair Market Value of a
share of Common Stock as of any given date shall be as determined in good faith
by the Committee, in its sole and absolute discretion, which determination may
be based on, among other things, the opinion of one or more independent and
reputable appraisers qualified to value companies in the Company's line of
business. Notwithstanding the foregoing, the Fair Market Value of a share of
Common Stock shall never be less than par value per share.

         2.14     "Initial Option Price" means the option price per share of
Common Stock to be determined by the Board or the Committee at the time when the
Options are first granted under the Plan, which shall be the "Warrant Exercise
Price," as that term is defined in the Share Exchange and Additional Note
Purchase Agreement dated as of August 3, 2007 between the Company and The
Longview Fund, L.P., a California limited partnership.

         2.15     "Non-Employee Director" means each member of the Board or of
the Board of Directors of a Subsidiary, in each case who is not an employee of
the Company or of any of its Subsidiaries.

         2.16     "Option Agreement" means a written agreement between the
Company and a Participant specifically setting forth the terms and conditions of
an Option granted to a Participant under the Plan.

         2.17     "Option" means any option to purchase Common Stock granted
under the Plan to an Employee Participant or to a Non-Employee Director. All
Options granted under the Plan shall be Options that do not qualify as incentive
stock options under Section 422 of the Code.

         2.18     "Participant" means any employee or Non-Employee Director of
the Company or any of its Subsidiaries selected by the Committee to receive an
Option under the Plan in accordance with Articles V and/or VI.

         2.19     "Plan" means the River Capital Group, Inc. 2007 Non-Qualified
Stock Option Plan as set forth herein, and as the same may be amended from time
to time.

         2.20     "Rule 16b-3" means Rule 16b-3 promulgated by the SEC under
Section 16 of the Exchange Act and any successor rule.

         2.21     "SEC" means the Securities and Exchange Commission.

         2.22     "Section 162(m)" means Section 162(m) of the Code and the
regulations thereunder.

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         2.23     "Section 409A" means Section 409A of the Code and the
regulations thereunder.

         2.24     "Securities Exchange Agreement" means the Securities Exchange
and Additional Note Purchase Agreement, dated August 3, 2007, entered into by
and between the Company and The Longview Fund, L.P.

         2.25     "Subsidiary" means a company more than 50% of the equity
interests of which are beneficially owned, directly or indirectly, by the
Company.

         2.26     "Termination of Employment" means, with respect to an Employee
Participant, the voluntary or involuntary termination of a Participant's
employment with the Company or any of its Subsidiaries for any reason,
including, without limitation, death, Disability, retirement or as the result of
the sale or other divestiture of the Participant's employer or any similar
transaction in which the Participant's employer ceases to be the Company or one
of its Subsidiaries. Whether entering military or other government service shall
constitute Termination of Employment, and whether a Termination of Employment is
a result of Disability, shall be determined in each case by the Committee in its
sole and absolute discretion.

                                  ARTICLE III.
                                 ADMINISTRATION

         3.01     Committee. The Plan shall be administered by the Committee,
which shall have exclusive and final authority in each determination,
interpretation, or other action affecting the Plan and its Participants. The
Committee shall have the sole and absolute discretion to interpret the Plan, to
establish and modify administrative rules for the Plan, to select the
Non-Employee Directors, officers and other key employees to whom Options may be
granted, to determine the terms and provisions of the respective Option
Agreements (which need not be identical), to determine all claims for benefits
under the Plan, to impose such conditions and restrictions on Options as it
determines appropriate, to determine whether the shares delivered on exercise of
Options will be treasury shares or will be authorized but previously unissued
shares, and to take such steps in connection with the Plan and Options granted
hereunder as it may deem necessary or advisable. No action of the Committee will
be effective if it contravenes or amends the Plan in any respect.

         3.02     Actions of the Committee. Except when the "Committee" is the
"Board" in the circumstance described in the fourth sentence of Section 2.04(a),
all determinations of the Committee shall be made by a majority vote of its
members. A majority of a Committee's members shall constitute a quorum. Any
decision or determination reduced to writing and signed by all of the members
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held. The Committee shall also have express
authorization to hold Committee meetings by conference telephone, or similar
communication equipment by means of which all persons participating in the
meeting can hear each other.

                                  ARTICLE IV.
                             SHARES OF COMMON STOCK

         4.01     Number of Shares of Common Stock Issuable. Subject to
adjustments as provided in Section 7.05, [  ] shares of Common Stock shall be
available for Options under the Plan. Any and all of such shares may be issued

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pursuant to Options granted to Employee Participants or to Non-Employee
Directors. The Common Stock to be offered under the Plan shall be authorized and
unissued Common Stock, or issued Common Stock that shall have been reacquired by
the Company and held in its treasury.

         4.02     Number of Shares of Common Stock Awarded to any Participant.
In the event the purchase price of an Option is paid, or related tax or
withholding payments are satisfied, in whole or in part through the delivery of
shares of Common Stock issuable in connection with the exercise of the Option, a
Participant will be deemed to have received an Option with respect to those
shares of Common Stock.

         4.03     Shares of Common Stock Subject to Terminated Options. The
Common Stock covered by any unexercised portions of terminated Options may again
be subject to new Options under the Plan.

                                   ARTICLE V.
                                  PARTICIPATION

         5.01     Eligible Participants. Employee Participants shall be such
officers and other key employees of the Company or its Subsidiaries, whether or
not directors of the Company, as the Committee, in its sole and absolute
discretion, may designate from time to time. Non-Employee Director Participants
shall be such Non-Employee Directors as the Committee, in its sole and absolute
discretion, may designate from time to time. In making such designation, the
Committee may take into account the nature of the services rendered by the
officers, key employees and Non-Employee Directors, their present and potential
contributions to the success of the Company and its Subsidiaries, and such other
factors as the Committee, in its sole and absolute discretion, may deem
relevant. The Committee's designation of a Participant in any year shall not
require the Committee to designate such person to receive Options in any other
year. The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of their
respective Options. A Participant may hold more than one Option granted under
the Plan. During the term of the Plan, no Employee Participant may receive
Options to purchase more than [ ] shares of Common Stock under the Plan in any
given year.

                                   ARTICLE VI.
                                  STOCK OPTIONS

         6.01     Grant of Option. Any Option granted under the Plan shall have
such terms as the Committee may, from time to time, approve, and the terms and
conditions of Options need not be the same with respect to each Participant.

         6.02     Terms of Options. Options granted under the Plan shall be
subject to the following terms and conditions and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Committee shall deem desirable:

                  (a)      Option Price. The Options under the Plan shall
consist of three tranches: one third (1/3) of the Options shall be granted at
the Initial Option Price, one third (1/3) of the Options shall be granted at an
option price equal to 130% of the Initial Option Price and one third (1/3) of

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the Options shall be granted at an option price equal to 150% of the Initial
Option Price, provided, however, that, except as required by Rule 16b-3 with
respect to Options granted to persons subject to Section 16 of the Exchange Act,
no amendment of an Option shall be deemed to be the grant of a new Option for
purposes of this Section 6.02(a). Notwithstanding the foregoing, the option
price per share of Common Stock of an Option shall never be less than par value
per share.

                  (b)      Option Term. The term of each Option shall be fixed
by the Committee, but no Option shall be exercisable more than ten years after
the Date of Grant.

                  (c)      Exercisability. An Option Agreement with respect to
Options may contain such performance targets, waiting periods, exercise dates
and restrictions on exercise (including, but not limited to, a requirement that
an Option is exercisable in periodic installments), and restrictions on transfer
of the underlying shares of Common Stock, if any, as may be determined by the
Committee at the time of grant. To the extent not exercised, installments shall
cumulate and be exercisable, in whole or in part, at any time after becoming
exercisable, subject to the limitations set forth in Sections 6.02(b), (d), (g),
(h) and (i).

                  (d)      Vesting Schedules. One third of the Options in each
of tranches described in Section 6.02(a) shall vest on each of the first three
anniversaries following the Exchange Closing Date (as defined in the Securities
Exchange Agreement).

                  (e)      Method of Exercise. Subject to whatever installment
exercise and waiting period provisions that apply under Section 6.02(c) and
subject to Sections 6.02(b), (d), (g), (h) and (i), Options may be exercised in
whole or in part at any time during the term of the Option, by giving written
notice of exercise to the Company specifying the number of shares of Common
Stock to be purchased. Such notice shall be accompanied by payment in full of
the purchase price in such form as the Committee may accept (including payment
in accordance with a cashless exercise program approved by the Committee). If
and to the extent the Committee determines in its sole and absolute discretion
at or after grant, payment in full or in part may also be made in the form of
shares of Common Stock already owned by the Participant (and for which the
Participant has good title, free and clear of any liens or encumbrances) based
on the Fair Market Value of the shares of Common Stock on the date the Option is
exercised; provided, however, that any already owned Common Stock used for
payment must have been held by the Participant for at least six months. No
Common Stock shall be issued on exercise of an Option until payment, as provided
herein, therefor has been made. A Participant shall generally have the right to
dividends or other rights of a stockholder with respect to Common Stock subject
to the Option only when certificates for shares of Common Stock are issued to
the Participant, or, if the Common Stock shall be uncertificated, when such
shares of Common Stock are credited to the direct registration system account of
such Participate.

                  (f)      Non-Transferability of Options. No Option shall be
transferable by the Participant otherwise than by will, by the laws of descent
and distribution, or pursuant to a domestic relations order.

                  (g)      Acceleration or Extension of Exercise Time. The
Committee, in its sole and absolute discretion, shall have the right (but shall
not in any case be obligated) to permit purchase of Common Stock subject to any

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Option granted to a Participant prior to the time such Option would otherwise
become exercisable under the terms of the Option Agreement. In addition, the
Committee, in its sole and absolute discretion, shall have the right (but shall
not in any case be obligated) to permit any Option granted to a Participant to
be exercised after the day the Option would otherwise expire, subject, however,
to the limitation set forth in Section 6.02(b).

                  (h)      Exercise of Options Upon Termination of Employment.
The following provisions apply to Options granted to Employee Participants:

                           (i)      Exercise of Vested Options Upon Termination
of Employment.

                                    (A)      Termination. Unless the Committee,
in its sole and absolute discretion, provides for a shorter or longer period of
time in an Option Agreement or a longer period of time in accordance with
Section 6.02(g), upon an Employee Participant's Termination of Employment other
than by reason of death or Disability, the Employee Participant may, within 90
days from the date of such Termination of Employment, exercise all or any part
of his or her Options as were exercisable at the date of Termination of
Employment. In no event, however, may any Option be exercised later than the
date determined pursuant to Section 6.02(b).

                                    (B)      Disability. Unless the Committee,
in its sole and absolute discretion, provides for a shorter or longer period of
time in an Option Agreement or a longer period of time in accordance with
Section 6.02(g), upon an Employee Participant's Disability Date, the Employee
Participant may, within one year after the Disability Date, exercise all or a
part of his or her Options, whether or not such Option was exercisable on the
Disability Date, but only to the extent not previously exercised. In no event,
however, may any Option be exercised later than the date determined pursuant to
Section 6.02(b).

                                    (C)      Death. Unless the Committee, in its
sole and absolute discretion, provides for a shorter period of time in an Option
Agreement, in the event of the death of an Employee Participant while employed
by the Company or a Subsidiary, the Employee Participant's Beneficiary shall,
within one year after the Disability Date, be entitled to exercise any Options
that were vested at the date of the Employee Participant's death. In no event,
however, may any Option be exercised later than the date determined pursuant to
Section 6.02(b).

                           (ii)     Expiration of Unvested Options Upon
Termination of Employment. Subject to Sections 6.02(g) and 6.02(h)(i)(B) and
(C), to the extent all or any part of an Option granted to an Employee
Participant was not exercisable as of the date of Termination of Employment,
such right shall expire at the date of such Termination of Employment.
Notwithstanding the foregoing, the Committee, in its sole and absolute
discretion and under such terms as it deems appropriate, may permit an Employee
Participant to continue to accrue service with respect to the right to exercise
his or her Options.

                  (i)      Exercise of Options Upon Termination of Service.
Unless the Committee, in its sole and absolute discretion, provides for a
shorter or longer period of time in an Option Agreement or a longer period of

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time in accordance with Section 6.02(g), if a Non-Employee Director's service
with the Company or a Subsidiary terminates for any reason or if such person
ceases to be a Non-Employee Director, such Option may be exercised to the extent
it was exercisable on the date of such termination of service until the
expiration of the stated term of the Option, but only to the extent it was not
previously exercised.

                                  ARTICLE VII.
             TERMS APPLICABLE TO ALL OPTIONS GRANTED UNDER THE PLAN

         7.01     Plan Provisions Control Option Terms. The terms of the Plan
shall govern all Options granted under the Plan, and in no event shall the
Committee have the power to grant to a Participant any Option under the Plan
that is contrary to any provisions of the Plan. If any provision of any Option
granted under the Plan conflicts with any of the terms in the Plan as
constituted on the Date of Grant of such Option, the terms in the Plan as
constituted on the Date of Grant of such Option shall control.

         7.02     Option Agreement. No person shall have any rights under any
Option granted under the Plan unless and until the Company and the Participant
to whom such Option shall have been granted shall have executed and delivered an
Option Agreement authorized by the Committee expressly granting the Option to
such person and containing provisions setting forth the terms of the Option. If
there is any conflict between the provisions of an Option Agreement and the
terms of the Plan, the terms of the Plan shall control.

         7.03     Modification of Option After Grant. Except as provided by the
Committee, in its sole and absolute discretion, in the Option Agreement or as
provided in Section 7.05, no Option granted under the Plan to a Participant may
be modified (unless such modification does not materially decrease the value of
the Option) after the Date of Grant except by express written agreement between
the Company and the Participant, provided that any such change (a) shall not be
inconsistent with the terms of the Plan, and (b) shall be approved by the
Committee.

         7.04     Taxes. The Company shall be entitled, if the Committee deems
it necessary or desirable, to withhold (or secure payment from the Participant
in lieu of withholding) the amount of any withholding or other tax required by
law to be withheld or paid by the Company with respect to any Common Stock
issuable under such Participant's Option, and the Company may defer issuance of
Common Stock upon the grant or exercise of an Option unless indemnified to its
satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee or its delegate
and shall be payable by the Participant at such time as the Committee
determines. A Participant shall be permitted to satisfy his or her tax or
withholding obligation by (a) having cash withheld from the Participant's salary
or other compensation payable by the Company or a Subsidiary, (b) the payment of
cash by the Participant to the Company, (c) the payment in shares of Common
Stock already owned by the Participant valued at Fair Market Value, and/or (d)
the withholding from the Option, at the appropriate time, of a number of shares
of Common Stock sufficient, based upon the Fair Market Value of such Common
Stock, to satisfy such tax or withholding requirements. The Committee shall be
authorized, in its sole and absolute discretion, to establish rules and
procedures relating to any such withholding methods it deems necessary or
appropriate (including, without limitation, rules and procedures relating to
elections by Participants who are subject to the provisions of Section 16 of the

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Exchange Act to have shares of Common Stock withheld from an Award to meet those
withholding obligations).

         7.05     Adjustments to Reflect Capital Changes; Change in Control.
                  ---------------------------------------------------------

                  (a)      Recapitalization. The number and kind of shares
subject to outstanding Options, the purchase price or exercise price of such
Options, the limit set forth in the last sentence of Section 5.01 of the Plan,
and the number and kind of shares available for Options subsequently granted
under the Plan shall be appropriately adjusted to reflect any stock dividend,
stock split, combination or exchange of shares, merger, consolidation or other
change in capitalization with a similar substantive effect upon the Plan or the
Options granted under the Plan. The Committee shall have the power and sole and
absolute discretion to determine the nature and amount of the adjustment to be
made in each case.

                  (b)      Sale or Reorganization. After any reorganization,
merger, or consolidation in which the Company is the surviving entity, each
Participant shall, at no additional cost, be entitled upon the exercise of an
Option outstanding prior to such event to receive (subject to any required
action by stockholders), in lieu of the number of shares of Common Stock
receivable on exercise pursuant to such Option, the number and class of shares
of stock or other securities to which such Participant would have been entitled
pursuant to the terms of the reorganization, merger, or consolidation if, at the
time of such reorganization, merger, or consolidation, such Participant had been
the holder of record of a number of shares of Common Stock equal to the number
of shares of Common Stock receivable on exercise pursuant to such Option.
Comparable rights shall accrue to each Participant in the event of successive
reorganizations, mergers, or consolidations of the character described above.

                  (c)      Options to Purchase Stock of Acquired Companies.
After any reorganization, merger, or consolidation in which the Company shall be
a surviving entity, the Committee may grant substituted Options under the
provisions of the Plan, replacing old options granted under a plan of another
party to the reorganization, merger, or consolidation whose stock subject to the
old options may no longer be issued following such reorganization, merger, or
consolidation. The foregoing adjustments and manner of application of the
foregoing provisions shall be determined by the Committee in its sole and
absolute discretion. Any such adjustments may provide for the elimination of any
fractional shares of Common Stock that might otherwise become subject to any
Options.

                  (d)      Changes in Control. (i) Upon the dissolution or
liquidation of the Company, (ii) upon a reorganization, merger, or consolidation
in which the Company is not the surviving corporation, (iii) upon the sale of
substantially all of the property or assets of the Company to another
corporation, or (iv) if at least 50% or more of the voting stock of the Company
is sold either through a tender offer or otherwise to a party or an affiliated
group of parties, then the Plan and the Options issued thereunder shall
terminate, unless provisions are made in connection with such transaction for
the assumption of Options theretofore granted, or for the substitution for such
Options of new options of the successor corporation or a parent or subsidiary
thereof, with appropriate adjustment as to the number and kinds of shares and
the per share exercise prices. In the event such Options shall be terminated,
all outstanding Options shall be exercisable in full for at least 30 days prior
to such termination date, whether or not exercisable during such period,

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subject, however, to the limitation set forth in Section 6.02(b). For purposes
of this Section 7.05(d), the Company refers to River Capital Group, Inc. and
Sonterra Resources, Inc., jointly or separately. The Committee shall determine
the date on which Options may become exercisable pursuant to this Section
7.05(d).

         7.06     Surrender of Options. Any Option granted to a Participant
under the Plan may be surrendered to the Company for cancellation on such terms
as the Committee may approve.

         7.07     No Right to Option; No Right to Employment. No director,
employee or other person shall have any claim or right to be granted an Option.
Neither the Plan nor any action taken hereunder shall be construed as giving any
employee any right to be retained in the employ of the Company or any of its
Subsidiaries.

         7.08     Options Not Includable for Benefit Purposes. Income recognized
by a Participant pursuant to the provisions of the Plan shall not be included in
the determination of benefits under any employee pension benefit plan (as such
term is defined in Section 3(2) of ERISA) or group insurance or other benefit
plans applicable to the Participant that are maintained by the Company or any of
its Subsidiaries, except as may be provided under the terms of such plans or
determined by resolution of the Board.

         7.09     Governing Law. The Plan and all determinations made and
actions taken pursuant to the Plan shall be governed by the laws of the State of
Delaware other than the conflict of laws provisions of such laws, and shall be
construed in accordance therewith.

         7.10     No Strict Construction. No rule of strict construction shall
be implied against the Company, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any Option granted under the
Plan or any rule or procedure established by the Committee.

         7.11     Compliance with Rule 16b-3, Section 162(m) and Section 409A.
It is intended that the Plan be applied and administered in compliance with Rule
16b-3, with Section 162(m) and with Section 409A. If any provision of the Plan
would be in violation of Section 162(m) and Section 409A if applied as written,
such provision shall not have effect as written and shall be given effect so as
to comply with Section 162(m) and Section 409A as determined by the Committee in
its sole and absolute discretion. The Board is authorized to amend the Plan and
the Committee is authorized to make any such modifications to Option Agreements
to comply with Rule 16b-3, Section 162(m) and Section 409A, as they may be
amended from time to time, and to make any other such amendments or
modifications deemed necessary or appropriate to better accomplish the purposes
of the Plan in light of any amendments made to Rule 16b-3, Section 162(m) and
Section 409A. Notwithstanding the foregoing, the Board may amend the Plan so
that it (or certain of its provisions) no longer comply with any or all of Rule
16b-3, Section 162(m) or Section 409A if the Board specifically determines that
such compliance is no longer desired and the Committee may grant Options that do
not comply with Rule 16b-3, Section 162(m) and/or Section 409A if the Committee
determines, in its sole and absolute discretion, that it is in the interest of
the Company to do so.

         7.12     Captions. The captions (i.e., all Article and Section
headings) used in the Plan are for convenience only, do not constitute a part of
the Plan, and shall not be deemed to limit, characterize, or affect in any way

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any provisions of the Plan, and all provisions of the Plan shall be construed as
if no captions have been used in the Plan.

         7.13     Severability. Whenever possible, each provision in the Plan
and every Option at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Option at any time granted under the Plan shall be held to be
prohibited by or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law, and (b) all other provisions of
the Plan and every other Option at any time granted under the Plan shall remain
in full force and effect.

         7.14     Legends. All certificates for Common Stock delivered under the
Plan shall be subject to such transfer restrictions set forth in the Plan and
such other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the SEC, any stock exchange upon which
the Common Stock is then listed, and any applicable federal or state securities
law. The Committee may cause a legend or legends to be put on any such
certificates to make appropriate references to such restrictions.

         7.15     Investment Representation. The Committee may, in its sole and
absolute discretion, demand that any Participant awarded an Option deliver to
the Committee at the time of grant or exercise of such Option a written
representation that the shares of Common Stock to be acquired upon exercise are
to be acquired for investment and not for resale or with a view to the
distribution thereof. Upon such demand, delivery of such written representation
by the Participant prior to the delivery of any shares of Common Stock pursuant
to the exercise of his or her Option shall be a condition precedent to the
Participant's right to purchase or otherwise acquire such shares of Common Stock
by such grant or exercise. The Company is not legally obliged hereunder if
fulfillment of its obligations under the Plan would violate federal or state
securities laws.

         7.16     Amendment and Termination.
                  -------------------------

                  (a)      Amendment. The Board shall have complete power and
authority to amend the Plan at any time it is deemed necessary or appropriate;
provided, however, that the Board shall not, without the affirmative approval of
a simple majority of the holders of Common Stock, represented, by person or by
proxy, and entitled to vote at an annual or special meeting of the holders of
Common Stock, make any amendment that requires stockholder approval under
applicable law or rule, unless the Board determines that compliance with such
law or rule is not desired with respect to the Plan as a whole or the provision
to be amended; and further, provided that the option prices set forth in Section
6.02(a) shall not be increased. No termination or amendment of the Plan may,
without the consent of the Participant to whom any Option shall theretofore have
been granted under the Plan, adversely affect the right of such individual under
such Option; provided, however, that the Committee may, in its sole and absolute
discretion, make provision in an Option Agreement for such amendments that, in
its sole and absolute discretion, it deems appropriate.

                  (b)      Termination. The Board shall have the right and the
power to terminate the Plan at any time. No Option shall be granted under the
Plan after the termination of the Plan, but the termination of the Plan shall

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not have any other effect, and any Option outstanding at the time of the
termination of the Plan may be amended and exercised and may vest after
termination of the Plan at any time prior to the expiration date of such Option
to the same extent such Option could have been amended and would have been
exercisable or would have vested had the Plan not terminated.

         7.17     Costs and Expenses. All costs and expenses incurred in
administering the Plan shall be borne by the Company.

         7.18     Unfunded Plan. The Company shall not be required to establish
any special or separate fund or make any other segregation of assets to assure
the payment of any award under the Plan.



                 By order of the Board of Directors of River Capital Group, Inc.





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