**Exhibit 10.25**
**GCA HOLDINGS, INC.**
**2005 STOCK INCENTIVE PLAN**
     1. Purposes of the Plan. The purposes of this Plan are to attract and retain the bestavailable personnel, to provide additional incentives to Employees, Directors and Consultants andto promote the success of the Company’s business.
     2. Definitions. The following definitions shall apply as used herein and in theindividual Award Agreements except as defined otherwise in an individual Award Agreement. In theevent a term is separately defined in an individual Award Agreement, such definition shallsupercede the definition contained in this Section 2.
          (a) “Administrator” means the Board or any of the Committees appointed to administerthe Plan.
          (b) “Affiliate” and “Associate” shall have the respective meanings ascribed tosuch terms in Rule 12b-2 promulgated under the Exchange Act.
          (c) “Applicable Laws” means the legal requirements relating to the Plan and the Awardsunder applicable provisions of federal securities laws, state corporate and securities laws, theCode, the rules of any applicable stock exchange or national market system, and the rules of anynon-U.S. jurisdiction applicable to Awards granted to residents therein.
          (d) “Assumed” means that pursuant to a Corporate Transaction either (i) the Award isexpressly affirmed by the Company or (ii) the contractual obligations represented by the Award areexpressly assumed (and not simply by operation of law) by the successor entity or its Parent inconnection with the Corporate Transaction with appropriate adjustments to the number and type ofsecurities of the successor entity or its Parent subject to the Award and the exercise or purchaseprice thereof which at least preserves the compensation element of the Award existing at the timeof the Corporate Transaction as determined in accordance with the instruments evidencing theagreement to assume the Award.
          (e) “Award” means the grant of an Option, SAR, Dividend Equivalent Right, RestrictedStock, Restricted Stock Unit or other right or benefit under the Plan.
          (f) “Award Agreement” means the written agreement evidencing the grant of an Awardexecuted by the Company and the Grantee, including any amendments thereto.
          (g) “Board” means the Board of Directors of the Company.
          (h) “Cause” means, with respect to the termination by the Company or a Related Entityof the Grantee’s Continuous Service, that such termination is for “Cause” as such term is expresslydefined in a then-effective written agreement between the Grantee and the Company or such RelatedEntity, or in the absence of such then-effective written agreement and definition, is based on, inthe determination of the Administrator, the Grantee’s: (i) performance of any act or failure toperform any act in bad faith and to the detriment of the Company or aRelated Entity; (ii) dishonesty, intentional misconduct or material breach of any agreementwith
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the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breachof trust, or physical or emotional harm to any person.
          (i) “Change in Control” means a change in ownership or control of the Company afterthe Registration Date effected through either of the following transactions:
               (i) the direct or indirect acquisition by any person or related group of persons (other thanan acquisition from or by the Company or by a Company-sponsored employee benefit plan or by aperson that directly or indirectly controls, is controlled by, or is under common control with, theCompany) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) ofsecurities possessing more than fifty percent (50%) of the total combined voting power of theCompany’s outstanding securities pursuant to a tender or exchange offer made directly to theCompany’s stockholders which a majority of the Continuing Directors who are not Affiliates orAssociates of the offeror do not recommend such stockholders accept, or
               (ii) a change in the composition of the Board over a period of thirty-six (36) months or lesssuch that a majority of the Board members (rounded up to the next whole number) ceases, by reasonof one or more contested elections for Board membership, to be comprised of individuals who areContinuing Directors.
          (j) “Code” means the Internal Revenue Code of 1986, as amended.
          (k) “Committee” means any committee composed of members of the Board appointed by theBoard to administer the Plan.
          (l) “Common Stock” means the Class A Common Stock of the Company.
          (m) “Company” means GCA Holdings, Inc., a Delaware corporation, or any successorentity that adopts the Plan in connection with a Corporate Transaction.
          (n) “Consultant” means any person (other than an Employee or a Director, solely withrespect to rendering services in such person’s capacity as a Director) who is engaged by theCompany or any Related Entity to render consulting or advisory services to the Company or suchRelated Entity.
          (o) “Continuing Directors” means members of the Board who either (i) have been Boardmembers continuously for a period of at least thirty-six (36) months or (ii) have been Boardmembers for less than thirty-six (36) months and were elected or nominated for election as Boardmembers by at least a majority of the Board members described in clause (i) who were still inoffice at the time such election or nomination was approved by the Board.
          (p) “Continuous Service” means that the provision of services to the Company or aRelated Entity in any capacity of Employee, Director or Consultant is not interrupted orterminated. In jurisdictions requiring notice in advance of an effective termination as anEmployee, Director or Consultant, Continuous Service shall be deemed terminated upon theactual cessation of providing services to the Company or a Related Entity notwithstanding anyrequired notice period that must be fulfilled before a termination as an Employee, Director or
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Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemedto have terminated either upon an actual termination of Continuous Service or upon the entity forwhich the Grantee provides services ceasing to be a Related Entity. Continuous Service shall notbe considered interrupted in the case of (i) any approved leave of absence, (ii) transfers amongthe Company, any Related Entity, or any successor, in any capacity of Employee, Director orConsultant, or (iii) any change in status as long as the individual remains in the service of theCompany or a Related Entity in any capacity of Employee, Director or Consultant (except asotherwise provided in the Award Agreement). An approved leave of absence shall include sick leave,military leave, or any other authorized personal leave. For purposes of each Incentive StockOption granted under the Plan, if such leave exceeds three (3) months, and reemployment uponexpiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Optionshall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) dayfollowing the expiration of such three (3) month period.
          (q) “Corporate Transaction” means any of the following transactions, provided,however, that the Administrator shall determine under parts (iv) and (v) whether multipletransactions are related, and its determination shall be final, binding and conclusive:
               (i) a merger or consolidation in which the Company is not the surviving entity, except for atransaction the principal purpose of which is to change the state in which the Company isincorporated;
               (ii) the sale, transfer or other disposition of all or substantially all of the assets of theCompany;
               (iii) the complete liquidation or dissolution of the Company;
               (iv) any reverse merger or series of related transactions culminating in a reverse merger(including, but not limited to, a tender offer followed by a reverse merger) in which the Companyis the surviving entity but (A) the shares of Common Stock outstanding immediately prior to suchmerger are converted or exchanged by virtue of the merger into other property, whether in the formof securities, cash or otherwise, or (B) in which securities possessing more than fifty percent(50%) of the total combined voting power of the Company’s outstanding securities are transferred toa person or persons different from those who held such securities immediately prior to such mergeror the initial transaction culminating in such merger, but excluding any such transaction or seriesof related transactions that the Administrator determines shall not be a Corporate Transaction; or
               (v) acquisition in a single or series of related transactions by any person or related groupof persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficialownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more thanfifty percent (50%) of the total combined voting power of the Company’s outstanding securities butexcluding any such transaction or series of related transactions that the Administrator determinesshall not be a Corporate Transaction.
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          (r) “Covered Employee” means an Employee who is a “covered employee” under Section162(m)(3) of the Code.
          (s) “Director” means a member of the Board or the board of directors of any RelatedEntity.
          (t) “Disability” means as defined under the long-term disability policy of the Companyor the Related Entity to which the Grantee provides services regardless of whether the Grantee iscovered by such policy. If the Company or the Related Entity to which the Grantee provides servicedoes not have a long-term disability plan in place, “Disability” means that a Grantee is unable tocarry out the responsibilities and functions of the position held by the Grantee by reason of anymedically determinable physical or mental impairment for a period of not less than ninety (90)consecutive days. A Grantee will not be considered to have incurred a Disability unless he or shefurnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.
          (u) “Dividend Equivalent Right” means a right entitling the Grantee to compensationmeasured by dividends paid with respect to Common Stock.
          (v) “Employee” means any person, including an Officer or Director, who is in theemploy of the Company or any Related Entity, subject to the control and direction of the Company orany Related Entity as to both the work to be performed and the manner and method of performance.The payment of a director’s fee by the Company or a Related Entity shall not be sufficient toconstitute “employment” by the Company.
          (w) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
          (x) “Fair Market Value” means, as of any date, the value of Common Stock determined asfollows:
               (i) If the Common Stock is listed on one or more established stock exchanges or nationalmarket systems, including without limitation The Nasdaq National Market or The Nasdaq SmallCapMarket of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for suchstock (or the closing bid, if no sales were reported) as quoted on the principal exchange or systemon which the Common Stock is listed (as determined by the Administrator) on the date ofdetermination (or, if no closing sales price or closing bid was reported on that date, asapplicable, on the last trading date such closing sales price or closing bid was reported), asreported in The Wall Street Journal or such other source as the Administrator deems reliable;
               (ii) If the Common Stock is regularly quoted on an automated quotation system (including theOTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be theclosing sales price for such stock as quoted on such system or by such securities dealer on thedate of determination, but if selling prices are not reported, the Fair Market Value of a share ofCommon Stock shall be the mean between the high bid and low asked prices for the Common Stock onthe date of determination (or, if no such prices werereported on that date, on the last date such prices were reported), as reported in The WallStreet Journal or such other source as the Administrator deems reliable; or
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               (iii) In the absence of an established market for the Common Stock of the type described in(i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in goodfaith.
          (y) “Grantee” means an Employee, Director or Consultant who receives an Award underthe Plan.
          (z) “Incentive Stock Option” means an Option intended to qualify as an incentive stockoption within the meaning of Section 422 of the Code.
          (aa) “Non-Qualified Stock Option” means an Option not intended to qualify as anIncentive Stock Option.
          (bb) “Officer” means a person who is an officer of the Company or a Related Entitywithin the meaning of Section 16 of the Exchange Act and the rules and regulations promulgatedthereunder.
          (cc) “Option” means an option to purchase Shares pursuant to an Award Agreementgranted under the Plan.
          (dd) “Parent” means a “parent corporation”, whether now or hereafter existing, asdefined in Section 424(e) of the Code.
          (ee) “Performance-Based Compensation” means compensation qualifying as“performance-based compensation” under Section 162(m) of the Code.
          (ff) “Plan” means this 2005 Stock Incentive Plan.
          (gg) “Registration Date” means the first to occur of (i) the closing of the first saleto the general public pursuant to a registration statement filed with and declared effective by theSecurities and Exchange Commission under the Securities Act of 1933, as amended, of (A) the CommonStock or (B) the same class of securities of a successor corporation (or its Parent) issuedpursuant to a Corporate Transaction in exchange for or in substitution of the Common Stock; and(ii) in the event of a Corporate Transaction, the date of the consummation of the CorporateTransaction if the same class of securities of the successor corporation (or its Parent) issuablein such Corporate Transaction shall have been sold to the general public pursuant to a registrationstatement filed with and declared effective by the Securities and Exchange Commission under theSecurities Act of 1933, as amended, on or prior to the date of consummation of such CorporateTransaction.
          (hh) “Related Entity” means any Parent or Subsidiary of the Company and any business,corporation, partnership, limited liability company or other entity in which the Company or aParent or a Subsidiary of the Company holds a substantial ownership interest, directly orindirectly.
          (ii) “Replaced” means that pursuant to a Corporate Transaction the Award is replacedwith a comparable stock award or a cash incentive program of the Company, the successor entity (ifapplicable) or Parent of either of them which preserves the compensation
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element of such Awardexisting at the time of the Corporate Transaction and provides for subsequent payout in accordancewith the same (or a more favorable) vesting schedule applicable to such Award. The determinationof Award comparability shall be made by the Administrator and its determination shall be final,binding and conclusive.
          (jj) “Restricted Stock” means Shares issued under the Plan to the Grantee for suchconsideration, if any, and subject to such restrictions on transfer, rights of first refusal,repurchase provisions, forfeiture provisions, and other terms and conditions as established by theAdministrator.
          (kk) “Restricted Stock Units” means an Award which may be earned in whole or in partupon the passage of time or the attainment of performance criteria established by the Administratorand which may be settled for cash, Shares or other securities or a combination of cash, Shares orother securities as established by the Administrator.
          (ll) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successorthereto.
          (mm) “SAR” means a stock appreciation right entitling the Grantee to Shares or cashcompensation, as established by the Administrator, measured by appreciation in the value of CommonStock.
          (nn) “Share” means a share of the Class A Common Stock.
          (oo) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing,as defined in Section 424(f) of the Code.
     3. Stock Subject to the Plan.
          (a) Subject to the provisions of Section 10, below, the maximum aggregate number of Shareswhich may be issued pursuant to all Awards (including Incentive Stock Options) is 3,841,615 Shares,plus an annual increase to be added on the first business day of each fiscal year beginning withthe fiscal year commencing on January 1, 2006 equal to three percent (3%) of the number of Sharesoutstanding as of such date or a lesser number of Shares determined by the Administrator.Notwithstanding the foregoing, subject to the provisions of Section 10, below, of the number ofShares specified above, the maximum aggregate number of Shares available for grant of IncentiveStock Options shall be 3,800,000 Shares, plus an annual increase to be added on the first day ofeach fiscal year beginning with the fiscal year commencing on January 1, 2006 equal to the lesserof (x) 3,800,000 Shares, (y) three percent (3%) of the number of Shares outstanding as of suchdate, or (z) a lesser number of Shares determined by the Administrator. The Shares to be issuedpursuant to Awards may be authorized, but unissued, or reacquired Common Stock.
          (b) Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled orexpires (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposesof determining the maximum aggregate number of Shares which may be issued under the Plan. Sharesthat actually have been issued under the Plan pursuant to an Award shall not be returned to thePlan and shall not become available for future issuance under
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the Plan, except that if unvestedShares are forfeited or repurchased by the Company, such Shares shall become available for futuregrant under the Plan. To the extent not prohibited by the listing requirements of The NasdaqNational Market (or other established stock exchange or national market system on which the CommonStock is traded) and Applicable Law, any Shares covered by an Award which are surrendered (i) inpayment of the Award exercise or purchase price or (ii) in satisfaction of tax withholdingobligations incident to the exercise of an Award shall be deemed not to have been issued forpurposes of determining the maximum number of Shares which may be issued pursuant to all Awardsunder the Plan, unless otherwise determined by the Administrator.
     4. Administration of the Plan.
          (a) Plan Administrator.
               (i) Administration with Respect to Directors and Officers. Prior to the RegistrationDate, with respect to grants of Awards to Directors or Employees who are also Officers or Directorsof the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated bythe Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws.On or after the Registration Date, with respect to grants of Awards to Directors or Employees whoare also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or(B) a Committee designated by the Board, which Committee shall be constituted in such a manner asto satisfy the Applicable Laws and to permit such grants and related transactions under the Plan tobe exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed,such Committee shall continue to serve in its designated capacity until otherwise directed by theBoard.
               (ii) Administration With Respect to Consultants and Other Employees. With respect togrants of Awards to Employees or Consultants who are neither Directors nor Officers of the Company,the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, whichCommittee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed,such Committee shall continue to serve in its designated capacity until otherwise directed by theBoard.
               (iii) Administration With Respect to Covered Employees. Notwithstanding theforegoing, as of and after the date that the exemption for the Plan under Section 162(m) of theCode expires, as set forth in Section 18 below, grants of Awards to any Covered Employee intendedto qualify as Performance-Based Compensation shall be made only by a Committee (or subcommittee ofa Committee) which is comprised solely of two or more Directors eligible to serve on a committeemaking Awards qualifying as Performance-Based Compensation. In the case of such Awards granted toCovered Employees, references to the“Administrator” or to a “Committee” shall be deemed to be references to such Committee orsubcommittee.
               (iv) Officer Authorization to Grant Awards. The Board may authorize one or moreOfficers to grant Awards subject to such limitations as the Board determines from time to time.
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          (b) Multiple Administrative Bodies. The Plan may be administered by different bodieswith respect to Directors, Officers, Consultants, and Employees who are neither Directors norOfficers.
          (c) Powers of the Administrator. Subject to Applicable Laws and the provisions of thePlan (including any other powers given to the Administrator hereunder), and except as otherwiseprovided by the Board, the Administrator shall have the authority, in its discretion:
               (i) to select the Employees, Directors and Consultants to whom Awards may be granted from timeto time hereunder;
               (ii) to determine whether and to what extent Awards are granted hereunder;
               (iii) to determine the number of Shares or the amount of other consideration to be covered byeach Award granted hereunder;
               (iv) to approve forms of Award Agreements for use under the Plan;
               (v) to determine the terms and conditions of any Award granted hereunder;
               (vi) to grant Awards to Employees, Directors and Consultants employed outside the UnitedStates on such terms and conditions different from those specified in the Plan as may, in thejudgment of the Administrator, be necessary or desirable to further the purpose of the Plan;
               (vii) to amend the terms of any outstanding Award granted under the Plan, provided that (A)any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall notbe made without the Grantee’s written consent, (B) the reduction of the exercise price of anyOption awarded under the Plan shall be subject to stockholder approval and (C) canceling an Optionat a time when its exercise price exceeds the Fair Market Value of the underlying Shares, inexchange for another Option, Restricted Stock, or other Award shall be subject to stockholderapproval, unless the cancellation and exchange occurs in connection with a Corporate Transaction.
               (viii) to construe and interpret the terms of the Plan and Awards, including withoutlimitation, any notice of award or Award Agreement, granted pursuant to the Plan; and
               (ix) to take such other action, not inconsistent with the terms of the Plan, as theAdministrator deems appropriate.
          (d) Indemnification. In addition to such other rights of indemnification as they mayhave as members of the Board or as Officers or Employees of the Company or a Related Entity,members of the Board and any Officers or Employees of the Company or a Related Entity to whomauthority to act for the Board, the Administrator or the Company is delegated
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shall be defended andindemnified by the Company to the extent permitted by law on an after-tax basis against allreasonable expenses, including attorneys’ fees, actually and necessarily incurred in connectionwith the defense of any claim, investigation, action, suit or proceeding, or in connection with anyappeal therein, to which they or any of them may be a party by reason of any action taken orfailure to act under or in connection with the Plan, or any Award granted hereunder, and againstall amounts paid by them in settlement thereof (provided such settlement is approved by theCompany) or paid by them in satisfaction of a judgment in any such claim, investigation, action,suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim,investigation, action, suit or proceeding that such person is liable for gross negligence, badfaith or intentional misconduct; provided, however, that within thirty (30) days after theinstitution of such claim, investigation, action, suit or proceeding, such person shall offer tothe Company, in writing, the opportunity at the Company’s expense to defend the same.
     5. Eligibility. Awards other than Incentive Stock Options may be granted toEmployees, Directors and Consultants. Incentive Stock Options may be granted only to Employees ofthe Company or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant whohas been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may begranted to such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions asthe Administrator may determine from time to time.
     6. Terms and Conditions of Awards.
          (a) Types of Awards. The Administrator is authorized under the Plan to award any typeof arrangement to an Employee, Director or Consultant that is not inconsistent with the provisionsof the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) cashor (iii) an Option, a SAR, or similar right with a fixed or variable price related to the FairMarket Value of the Shares and with an exercise or conversion privilege related to the passage oftime, the occurrence of one or more events, or the satisfaction of performance criteria or otherconditions. Such awards include, without limitation, Options, SARs, sales or bonuses of RestrictedStock, Restricted Stock Units or Dividend Equivalent Rights, and an Award may consist of one suchsecurity or benefit, or two (2) or more of them in any combination or alternative.
          (b) Designation of Award. Each Award shall be designated in the Award Agreement. Inthe case of an Option, the Option shall be designated as either an Incentive Stock Option or aNon-Qualified Stock Option. However, notwithstanding such designation, an Option will qualify asan Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation ofSection 422(d) of the Code is not exceeded. The $100,000 limitation ofSection 422(d) of the Code is calculated based on the aggregate Fair Market Value of theShares subject to Options designated as Incentive Stock Options which become exercisable for thefirst time by a Grantee during any calendar year (under all plans of the Company or any Parent orSubsidiary of the Company). For purposes of this calculation, Incentive Stock Options shall betaken into account in the order in which they were granted, and the Fair Market Value of the Sharesshall be determined as of the grant date of the relevant Option.
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          (c) Conditions of Award. Subject to the terms of the Plan, the Administrator shalldetermine the provisions, terms, and conditions of each Award including, but not limited to, theAward vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, formof payment (cash, Shares, or other consideration) upon settlement of the Award, paymentcontingencies, and satisfaction of any performance criteria. The performance criteria establishedby the Administrator may be based on any one of, or combination of, the following: (i) increase inshare price, (ii) earnings per share, (iii) total stockholder return, (iv) operating margin, (v)gross margin, (vi) return on equity, (vii) return on assets, (viii) return on investment, (ix)operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue,(xiv) expenses, (xv) earnings before interest, taxes and depreciation, (xvi) economic value addedand (xvii) market share. The performance criteria may be applicable to the Company, RelatedEntities and/or any individual business units of the Company or any Related Entity. Partialachievement of the specified criteria may result in a payment or vesting corresponding to thedegree of achievement as specified in the Award Agreement.
          (d) Acquisitions and Other Transactions. The Administrator may issue Awards under thePlan in settlement, assumption or substitution for, outstanding awards or obligations to grantfuture awards in connection with the Company or a Related Entity acquiring another entity, aninterest in another entity or an additional interest in a Related Entity whether by merger, stockpurchase, asset purchase or other form of transaction.
          (e) Deferral of Award Payment. The Administrator may establish one or more programsunder the Plan to permit selected Grantees the opportunity to elect to defer receipt ofconsideration upon exercise of an Award, satisfaction of performance criteria, or other event thatabsent the election would entitle the Grantee to payment or receipt of Shares or otherconsideration under an Award. The Administrator may establish the election procedures, the timingof such elections, the mechanisms for payments of, and accrual of interest or other earnings, ifany, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rulesand procedures that the Administrator deems advisable for the administration of any such deferralprogram.
          (f) Separate Programs. The Administrator may establish one or more separate programsunder the Plan for the purpose of issuing particular forms of Awards to one or more classes ofGrantees on such terms and conditions as determined by the Administrator from time to time.
          (g) Individual Option and SAR Limit. Following the date that the exemption fromapplication of Section 162(m) of the Code described in Section 18 (or any exemption having similareffect) ceases to apply to Awards, the maximum number of Shares with respect towhich Options and SARs may be granted to any Grantee in any fiscal year of the Company shallbe 2,000,000 Shares. In connection with a Grantee’s commencement of Continuous Service, a Granteemay be granted Options and SARs for up to an additional 2,000,000 Shares which shall not countagainst the limit set forth in the previous sentence. The foregoing limitations shall be adjustedproportionately in connection with any change in the Company’s capitalization pursuant to Section10, below. To the extent required by Section 162(m) of the Code or the regulations thereunder, inapplying the foregoing limitations with respect to a Grantee, if any Option or SAR is canceled, thecanceled Option or SAR shall continue to count against the maximum number of
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Shares with respect towhich Options and SARs may be granted to the Grantee. For this purpose, the repricing of an Option(or in the case of a SAR, the base amount on which the stock appreciation is calculated is reducedto reflect a reduction in the Fair Market Value of the Common Stock) shall be treated as thecancellation of the existing Option or SAR and the grant of a new Option or SAR.
          (h) Early Exercise. The Award Agreement may, but need not, include a provisionwhereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise anypart or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuantto such exercise may be subject to a repurchase right in favor of the Company or a Related Entityor to any other restriction the Administrator determines to be appropriate.
          (i) Term of Award. The term of each Award shall be the term stated in the AwardAgreement, provided, however, that the term of an Incentive Stock Option shall be no more than ten(10) years from the date of grant thereof. However, in the case of an Incentive Stock Optiongranted to a Grantee who, at the time the Option is granted, owns stock representing more than tenpercent (10%) of the voting power of all classes of stock of the Company or any Parent orSubsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from thedate of grant thereof or such shorter term as may be provided in the Award Agreement.Notwithstanding the foregoing, the specified term of any Award shall not include any period forwhich the Grantee has elected to defer the receipt of the Shares or cash issuable pursuant to theAward.
          (j) Transferability of Awards. Incentive Stock Options may not be sold, pledged,assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the lawsof descent or distribution and may be exercised, during the lifetime of the Grantee, only by theGrantee. Non-Qualified Stock Options and other Awards shall be transferable (i) by will or by thelaws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and inthe manner authorized by the Administrator. Notwithstanding the foregoing, the Grantee maydesignate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on abeneficiary designation form provided by the Administrator.
          (k) Time of Granting Awards. The date of grant of an Award shall for all purposes bethe date on which the Administrator makes the determination to grant such Award, or such otherlater date as is determined by the Administrator.
     7. Award Exercise or Purchase Price, Consideration and Taxes.
          (a) Exercise or Purchase Price. The exercise or purchase price, if any, for an Awardshall be as follows:
               (i) In the case of an Incentive Stock Option:
                    (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option ownsstock representing more than ten percent (10%) of the voting power of all classes of stock of theCompany or any Parent or Subsidiary of the Company, the per Share exercise price shall be not lessthan one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or
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                    (B) granted to any Employee other than an Employee described in the preceding paragraph, theper Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Valueper Share on the date of grant.
               (ii) In the case of a Non-Qualified Stock Option, the per Share exercise price shall be notless than eighty-five percent (85%) of the Fair Market Value per Share on the date of grant unlessotherwise determined by the Administrator.
               (iii) In the case of Awards intended to qualify as Performance-Based Compensation, theexercise or purchase price, if any, shall be not less than one hundred percent (100%) of the FairMarket Value per Share on the date of grant.
               (iv) In the case of other Awards, such price as is determined by the Administrator.
               (v) Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Awardissued pursuant to Section 6(d), above, the exercise or purchase price for the Award shall bedetermined in accordance with the provisions of the relevant instrument evidencing the agreement toissue such Award.
          (b) Consideration. Subject to Applicable Laws, the consideration to be paid for theShares to be issued upon exercise or purchase of an Award including the method of payment, shall bedetermined by the Administrator. In addition to any other types of consideration the Administratormay determine, the Administrator is authorized to accept as consideration for Shares issued underthe Plan the following provided that the portion of the consideration equal to the par value of theShares must be paid in cash or other legal consideration permitted by the Delaware GeneralCorporation Law:
               (i) cash;
               (ii) check;
               (iii) delivery of Grantee’s promissory note with such recourse, interest, security, andredemption provisions as the Administrator determines as appropriate (but only tothe extent that the acceptance or terms of the promissory note would not violate an ApplicableLaw);
               (iv) if the exercise or purchase occurs on or after the Registration Date, surrender of Sharesor delivery of a properly executed form of attestation of ownership of Shares as the Administratormay require which have a Fair Market Value on the date of surrender or attestation equal to theaggregate exercise price of the Shares as to which said Award shall be exercised, provided,however, that Shares acquired under the Plan or any other equity compensation plan or agreement ofthe Company must have been held by the Grantee for a period of more than six (6) months (and notused for another Award exercise by attestation during such period);
               (v) with respect to Options, if the exercise occurs on or after the Registration Date, paymentthrough a broker-dealer sale and remittance procedure pursuant to
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which the Grantee (A) shallprovide written instructions to a Company designated brokerage firm to effect the immediate sale ofsome or all of the purchased Shares and remit to the Company sufficient funds to cover theaggregate exercise price payable for the purchased Shares and (B) shall provide written directivesto the Company to deliver the certificates for the purchased Shares directly to such brokerage firmin order to complete the sale transaction; or
               (vi) any combination of the foregoing methods of payment.
The Administrator may at any time or from time to time, by adoption of or by amendment to thestandard forms of Award Agreement described in Section 4(c)(iv), or by other means, grant Awardswhich do not permit all of the foregoing forms of consideration to be used in payment for theShares or which otherwise restrict one or more forms of consideration.
          (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other personuntil such Grantee or other person has made arrangements acceptable to the Administrator for thesatisfaction of any non-U.S., federal, state, or local income and employment tax withholdingobligations, including, without limitation, obligations incident to the receipt of Shares. Uponexercise or vesting of an Award the Company shall withhold or collect from Grantee an amountsufficient to satisfy such tax obligations, including, but not limited too, by surrender of thewhole number of Shares covered by the Award sufficient to satisfy the minimum applicable taxwithholding obligations incident to the exercise or vesting of an Award.
     8. Exercise of Award.
          (a) Procedure for Exercise; Rights as a Stockholder
               (i) Any Award granted hereunder shall be exercisable at such times and under such conditionsas determined by the Administrator under the terms of the Plan and specified in the AwardAgreement.
               (ii) An Award shall be deemed to be exercised when written notice of such exercise has beengiven to the Company in accordance with the terms of the Award by theperson entitled to exercise the Award and full payment for the Shares with respect to whichthe Award is exercised has been made, including, to the extent selected, use of the broker-dealersale and remittance procedure to pay the purchase price as provided in Section 7(b)(v).
          (b) Exercise of Award Following Termination of Continuous Service.
               (i) An Award may not be exercised after the termination date of such Award set forth in theAward Agreement and may be exercised following the termination of a Grantee’s Continuous Serviceonly to the extent provided in the Award Agreement.
               (ii) Where the Award Agreement permits a Grantee to exercise an Award following thetermination of the Grantee’s Continuous Service for a specified period, the Award shall terminateto the extent not exercised on the last day of the specified period or the last day of the originalterm of the Award, whichever occurs first.
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               (iii) Any Award designated as an Incentive Stock Option to the extent not exercised within thetime permitted by law for the exercise of Incentive Stock Options following the termination of aGrantee’s Continuous Service shall convert automatically to a Non-Qualified Stock Option andthereafter shall be exercisable as such to the extent exercisable by its terms for the periodspecified in the Award Agreement.
     9. Conditions Upon Issuance of Shares.
          (a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise ofsuch Award and the issuance and delivery of such Shares pursuant thereto shall comply with allApplicable Laws, and shall be further subject to the approval of counsel for the Company withrespect to such compliance.
          (b) As a condition to the exercise of an Award, the Company may require the person exercisingsuch Award to represent and warrant at the time of any such exercise that the Shares are beingpurchased only for investment and without any present intention to sell or distribute such Sharesif, in the opinion of counsel for the Company, such a representation is required by any ApplicableLaws.
     10. Adjustments Upon Changes in Capitalization. Subject to any required action by thestockholders of the Company, the number of Shares covered by each outstanding Award, and the numberof Shares which have been authorized for issuance under the Plan but as to which no Awards have yetbeen granted or which have been returned to the Plan, the exercise or purchase price of each suchoutstanding Award, the maximum number of Shares with respect to which Options and SARs may begranted to any Grantee in any fiscal year of the Company, as well as any other terms that theAdministrator determines require adjustment shall be proportionately adjusted for (i) any increaseor decrease in the number of issued Shares resulting from a stock split, reverse stock split, stockdividend, combination or reclassification of the Shares, or similar transaction affecting theShares, (ii) any other increase or decrease in the number of issued Shares effected without receiptof consideration by the Company, or (iii) as the Administrator may determine in its discretion, anyother transaction with respect to Common Stock including a corporate merger, consolidation,acquisition of property or stock, separation (including a spin-offor other distribution of stock or property), reorganization, liquidation (whether partial orcomplete) or any similar transaction; provided, however that conversion of any convertiblesecurities of the Company shall not be deemed to have been “effected without receipt ofconsideration.” Such adjustment shall be made by the Administrator and its determination shall befinal, binding and conclusive. Except as the Administrator determines, no issuance by the Companyof shares of stock of any class, or securities convertible into shares of stock of any class, shallaffect, and no adjustment by reason hereof shall be made with respect to, the number or price ofShares subject to an Award.
     11. Corporate Transactions and Changes in Control.
          (a) Termination of Award to Extent Not Assumed in Corporate Transaction. Effectiveupon the consummation of a Corporate Transaction, all outstanding Awards under the Plan shallterminate. However, all such Awards shall not terminate to the extent they are Assumed inconnection with the Corporate Transaction.
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          (b) No Acceleration of Award Upon Corporate Transaction or Change in Control. Exceptas provided otherwise in an individual Award Agreement, in the event of any Corporate Transactionor Change in Control, there will not be any acceleration of vesting or exercisability of any Award.
     12. Effective Date and Term of Plan. The Plan shall become effective upon the earlierto occur of its adoption by the Board or its approval by the stockholders of the Company. It shallcontinue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 17below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.
     13. Amendment, Suspension or Termination of the Plan.
          (a) The Board may at any time amend, suspend or terminate the Plan; provided, however, that nosuch amendment shall be made without the approval of the Company’s stockholders to the extent suchapproval is required by Applicable Laws, or if such amendment would lessen the stockholder approvalrequirements of Section 4(c)(vii) or this Section 13(a).
          (b) No Award may be granted during any suspension of the Plan or after termination of thePlan.
          (c) No suspension or termination of the Plan (including termination of the Plan under Section12, above) shall adversely affect any rights under Awards already granted to a Grantee.
     14. Reservation of Shares.
          (a) The Company, during the term of the Plan, will at all times reserve and keep availablesuch number of Shares as shall be sufficient to satisfy the requirements of the Plan.
          (b) The inability of the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawfulissuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect ofthe failure to issue or sell such Shares as to which such requisite authority shall not have beenobtained.
     15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall notconfer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall itinterfere in any way with his or her right or the right of the Company or any Related Entity toterminate the Grantee’s Continuous Service at any time, with or without Cause, and with or withoutnotice. The ability of the Company or any Related Entity to terminate the employment
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of a Granteewho is employed at will is in no way affected by its determination that the Grantee’s ContinuousService has been terminated for Cause for the purposes of this Plan.
     16. No Effect on Retirement and Other Benefit Plans. Except as specifically providedin a retirement or other benefit plan of the Company or a Related Entity, Awards shall not bedeemed compensation for purposes of computing benefits or contributions under any retirement planof the Company or a Related Entity, and shall not affect any benefits under any other benefit planof any kind or any benefit plan subsequently instituted under which the availability or amount ofbenefits is related to level of compensation. The Plan is not a “Retirement Plan” or “WelfarePlan” under the Employee Retirement Income Security Act of 1974, as amended.
     17. Stockholder Approval. The grant of Incentive Stock Options under the Plan,excluding Incentive Stock Options issued in substitution for outstanding Incentive Stock Optionspursuant to Section 424(a) of the Code, shall be subject to approval of the Plan by thestockholders of the Company within twelve (12) months before or after the date the Plan is adopted.Such stockholder approval shall be obtained in the degree and manner required under ApplicableLaws. The Administrator may grant Incentive Stock Options under the Plan prior to approval by thestockholders, but until such approval is obtained, no such Incentive Stock Option shall beexercisable. In the event that stockholder approval is not obtained within the twelve (12) monthperiod provided above, all Incentive Stock Options previously granted under the Plan shall beexercisable as Non-Qualified Stock Options.
     18. Effect of Section 162(m) of the Code. Section 162(m) of the Code does not applyto the Plan prior to the Registration Date or such earlier time that the Company first becomessubject to the reporting obligations of Section 12 of the Exchange Act. Following the RegistrationDate or such earlier time that the Company first becomes subject to the reporting obligations ofSection 12 of the Exchange Act, the Plan, and all Awards (except Awards of Restricted Stock thatvest over time) issued thereunder, are intended to be exempt from the application of Section 162(m)of the Code, which restricts under certain circumstances the Federal income tax deduction forcompensation paid by a public company to named executivesin excess of $1 million per year. The exemption is based on Treasury Regulation Section1.162-27(f), in the form existing on the effective date of the Plan, with the understanding thatsuch regulation generally exempts from the application of Section 162(m) of the Code compensationpaid pursuant to a plan that existed before a company becomes publicly held. Under such TreasuryRegulation, this exemption is available to the Plan for the duration of the period that lasts untilthe earliest of (i) the expiration of the Plan, (ii) the material modification of the Plan, (iii)the exhaustion of the maximum number of shares of Common Stock available for Awards under the Plan,as set forth in Section 3(a), (iv) the first meeting of shareholders at which directors are to beelected that occurs after the close of the third calendar year following the calendar year in whichthe Company first becomes subject to the reporting obligations of Section 12 of the Exchange Act,or (v) such other date required by Section 162(m) of the Code and the rules and regulationspromulgated thereunder. To the extent that the Administrator determines as of the date of grant ofan Award that (i) the Award is intended to qualify as Performance-Based Compensation and (ii) theexemption described above is no longer available with respect to such Award, such Award shall notbe effective until any stockholder approval required under Section 162(m) of the Code has beenobtained.
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     19. Unfunded Obligation. Grantees shall have the status of general unsecuredcreditors of the Company. Any amounts payable to Grantees pursuant to the Plan shall be unfundedand unsecured obligations for all purposes, including, without limitation, Title I of the EmployeeRetirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entityshall be required to segregate any monies from its general funds, or to create any trusts, orestablish any special accounts with respect to such obligations. The Company shall retain at alltimes beneficial ownership of any investments, including trust investments, which the Company maymake to fulfill its payment obligations hereunder. Any investments or the creation or maintenanceof any trust or any Grantee account shall not create or constitute a trust or fiduciaryrelationship between the Administrator, the Company or any Related Entity and a Grantee, orotherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors in anyassets of the Company or a Related Entity. The Grantees shall have no claim against the Company orany Related Entity for any changes in the value of any assets that may be invested or reinvested bythe Company with respect to the Plan.
     20. Construction. Captions and titles contained herein are for convenience only andshall not affect the meaning or interpretation of any provision of the Plan. Except when otherwiseindicated by the context, the singular shall include the plural and the plural shall include thesingular. Use of the term “or” is not intended to be exclusive, unless the context clearlyrequires otherwise.
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**GCA HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN**
**NOTICE OF STOCK OPTION AWARD**   Grantee’s Name and Address:            
     You (the “Grantee”) have been granted an option to purchase shares of Class A Common Stock,subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the GCAHoldings, Inc. 2005 Stock Incentive Plan, as amended from time to time (the “Plan”) and the StockOption Award Agreement (the “Option Agreement”) attached hereto, as follows. Unless otherwisedefined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.         Award Number            Date of Award            Vesting Commencement Date            Exercise Price per Share  $           Total Number of Shares Subjectto the Option (the “Shares”)               Total Exercise Price  $           Type of Option:    Incentive Stock Option              Non-Qualified Stock Option         Expiration Date:                Post-Termination Exercise Period:  Three (3) Months
Vesting Schedule:
     Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice,the Plan and the Option Agreement, the Option may be exercised, in whole or in part, in accordancewith the following schedule:
     25% of the Shares subject to the Option shall vest twelve months after the VestingCommencement Date, and 1/36th of the remaining number of Shares subject to the Option shall vest oneach monthly anniversary of the Vesting Commencement Date thereafter.
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     **[START OF INSERT IF OPTIONEE TO RECEIVE ACCELERATION:**
     Acceleration of Option Upon Corporate Transaction. In the event of a CorporateTransaction:
          (A) for the portion of the Option that is Assumed or Replaced, the Option (if Assumed), thereplacement Award (if Replaced), or the cash incentive program (if Replaced) automatically shallbecome fully vested, exercisable and payable and be released from any repurchase or forfeiturerights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares at thetime represented by such Assumed or Replaced portion of the Option, immediately upon termination ofthe Grantee’s Continuous Service if such Continuous Service is terminated by the successor companyor the Company without Cause within eighteen (18) months after the Corporate Transaction; and
          (B) for the portion of the Option that is neither Assumed nor Replaced, such portion of theOption shall automatically become fully vested and exercisable and be released from any repurchaseor forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of theShares at the time represented by such portion of the Option, immediately prior to the specifiedeffective date of such Corporate Transaction, provided that the Grantee’s Continuous Service hasnot terminated prior to such date.
     Acceleration of Option Upon Change in Control. Following a Change in Control (otherthan a Change in Control which also is a Corporate Transaction) and upon the termination of theContinuous Service of a Grantee if such Continuous Service is terminated by the Company or RelatedEntity without Cause within eighteen (18) months after a Change in Control, the Optionautomatically shall become fully vested and exercisable and be released from any repurchase orforfeiture rights (other than repurchase rights exercisable at Fair Market Value), immediately uponthe termination of such Continuous Service.
     Effect of Acceleration on Incentive Stock Option. To the extent that the Option is anIncentive Stock Option and is accelerated in connection with a Corporate Transaction or Change inControl, the Option shall remain exercisable as an Incentive Stock Option under the Code only tothe extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded.
     **END OF INSERT IF OPTIONEE TO RECEIVE ACCELERATION]**
     During any authorized leave of absence, the vesting of the Option as provided in this scheduleshall be suspended after the leave of absence exceeds a period of ninety (90) days. Vesting of theOption shall resume upon the Grantee’s termination of the leave of absence and return to service tothe Company or a Related Entity. The Vesting Schedule of the Option shall be extended by thelength of the suspension.
     In the event of termination of the Grantee’s Continuous Service for Cause, the Grantee’s rightto exercise the Option shall terminate concurrently with the termination of the Grantee’sContinuous Service, except as otherwise determined by the Administrator.
     IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and
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agree that the Option is to be governed by the terms and conditions of this Notice, the Plan,and the Option Agreement.       GCA Holdings, Inc.  a Delaware corporation      By:    Title:  
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL,ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED,BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES ANDAGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEEANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NORSHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATEDENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITHOR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HASA WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.
     The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, andrepresents that he or she is familiar with the terms and provisions thereof, and hereby accepts theOption subject to all of the terms and provisions hereof and thereof. The Grantee has reviewedthis Notice, the Plan, and the Option Agreement in their entirety, has had an opportunity to obtainthe advice of counsel prior to executing this Notice, and fully understands all provisions of thisNotice, the Plan and the Option Agreement. The Grantee hereby agrees that all questions ofinterpretation and administration relating to this Notice, the Plan and the Option Agreement shallbe resolved by the Administrator in accordance with Section 18 of the Option Agreement. TheGrantee further agrees to the venue selection and waiver of a jury trial in accordance with Section19 of the Option Agreement. The Grantee further agrees to notify the Company upon any change inthe residence address indicated in this Notice.         Dated:     Signed:         Grantee
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**Award Number: ___________**
**GCA HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN**
**STOCK OPTION AWARD AGREEMENT**
     1. Grant of Option. GCA Holdings, Inc., a Delaware corporation (the “Company”),hereby grants to the Grantee (the “Grantee”) named in the Notice of Stock Option Award (the“Notice”), an option (the “Option”) to purchase the Total Number of Shares of Common Stock subjectto the Option (the “Shares”) set forth in the Notice, at the Exercise Price per Share set forth inthe Notice (the “Exercise Price”) subject to the terms and provisions of the Notice, this StockOption Award Agreement (the “Option Agreement”) and the Company’s 2005 Stock Incentive Plan, asamended from time to time (the “Plan”), which are incorporated herein by reference. Unlessotherwise defined herein, the terms defined in the Plan shall have the same defined meanings inthis Option Agreement.
     If designated in the Notice as an Incentive Stock Option, the Option is intended to qualify asan Incentive Stock Option as defined in Section 422 of the Code. However, notwithstanding suchdesignation, the Option will qualify as an Incentive Stock Option under the Code only to the extentthe $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. The $100,000limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market Value ofthe Shares subject to options designated as Incentive Stock Options which become exercisable forthe first time by the Grantee during any calendar year (under all plans of the Company or anyParent or Subsidiary of the Company). For purposes of this calculation, Incentive Stock Optionsshall be taken into account in the order in which they were granted, and the Fair Market Value ofthe shares subject to such options shall be determined as of the grant date of the relevant option.
     2. Exercise of Option.
          (a) Right to Exercise. The Option shall be exercisable during its term in accordancewith the Vesting Schedule set out in the Notice and with the applicable provisions of the Plan andthis Option Agreement. The Option shall be subject to the provisions of Section 11 of the Plan**[INSERT IF OPTIONEE TO RECEIVE ACCELERATION: and the Notice]**relating to the exercisability ortermination of the Option in the event of a Corporate Transaction or Change in Control. TheGrantee shall be subject to reasonable limitations on the number of requested exercises during anymonthly or weekly period as determined by the Administrator. In no event shall the Company issuefractional Shares.
          (b) Method of Exercise. The Option shall be exercisable by delivery of an exercisenotice (a form of which is attached as Exhibit A) or by such other procedure as specified from timeto time by the Administrator which shall state the election to exercise the Option, the wholenumber of Shares in respect of which the Option is being exercised, and such other provisions asmay be required by the Administrator. The exercise notice shall be delivered in person, bycertified mail, or by such other method (including electronic transmission) as
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determined from time to time by the Administrator to the Company accompanied by payment of theExercise Price. The Option shall be deemed to be exercised upon receipt by the Company of suchnotice accompanied by the Exercise Price, which, to the extent selected, shall be deemed to besatisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Priceprovided in Section 4(d), below.
          (c) Taxes. No Shares will be delivered to the Grantee or other person pursuant to theexercise of the Option until the Grantee or other person has made arrangements acceptable to theAdministrator for the satisfaction of applicable income tax and employment tax withholdingobligations, including, without limitation, such other tax obligations of the Grantee incident tothe receipt of Shares. Upon exercise of the Option, the Company or the Grantee’s employer mayoffset or withhold (from any amount owed by the Company or the Grantee’s employer to the Grantee)or collect from the Grantee or other person an amount sufficient to satisfy such tax withholdingobligations.
     3. Grantee’s Representations. The Grantee understands that neither the Option nor theShares exercisable pursuant to the Option have been registered under the Securities Act of 1933, asamended or any United States securities laws. In the event the Shares purchasable pursuant to theexercise of the Option have not been registered under the Securities Act of 1933, as amended, atthe time the Option is exercised, the Grantee shall, if requested by the Company, concurrently withthe exercise of all or any portion of the Option, deliver to the Company his or her InvestmentRepresentation Statement in the form attached hereto as Exhibit B.
     4. Method of Payment. Payment of the Exercise Price shall be made by any of thefollowing, or a combination thereof, at the election of the Grantee; provided, however, that suchexercise method does not then violate any Applicable Law, provided further, that the portion of theExercise Price equal to the par value of the Shares must be paid in cash or other legalconsideration permitted by the Delaware General Corporation Law:
          (a) cash;
          (b) check;
          (c) if the exercise occurs on or after the Registration Date, surrender of Shares or deliveryof a properly executed form of attestation of ownership of Shares as the Administrator may requirewhich have a Fair Market Value on the date of surrender or attestation equal to the aggregateExercise Price of the Shares as to which the Option is being exercised, provided, however, thatShares acquired under the Plan or any other equity compensation plan or agreement of the Companymust have been held by the Grantee for a period of more than six (6) months (and not used foranother Award exercise by attestation during such period); or
          (d) if the exercise occurs on or after the Registration Date, payment through a broker-dealersale and remittance procedure pursuant to which the Grantee (i) shall provide written instructionsto a Company-designated brokerage firm to effect the immediate sale of some or all of the purchasedShares and remit to the Company sufficient funds to cover the
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aggregate exercise price payable for the purchased Shares and (ii) shall provide writtendirectives to the Company to deliver the certificates for the purchased Shares directly to suchbrokerage firm in order to complete the sale transaction.
     5. Termination or Change of Continuous Service. In the event the Grantee’s ContinuousService terminates, other than for Cause, the Grantee may, but only during the Post-TerminationExercise Period, exercise the portion of the Option that was vested at the date of such termination(the “Termination Date”). The Post-Termination Exercise Period shall commence on the TerminationDate. In the event of termination of the Grantee’s Continuous Service for Cause, the Grantee’sright to exercise the Option shall, except as otherwise determined by the Administrator, terminateconcurrently with the termination of the Grantee’s Continuous Service (also the “TerminationDate”). In no event, however, shall the Option be exercised later than the Expiration Date setforth in the Notice. In the event of the Grantee’s change in status from Employee, Director orConsultant to any other status of Employee, Director or Consultant, the Option shall remain ineffect and the Option shall continue to vest in accordance with the Vesting Schedule set forth inthe Notice; provided, however, with respect to any Incentive Stock Option that shall remain ineffect after a change in status from Employee to Director or Consultant, such Incentive StockOption shall cease to be treated as an Incentive Stock Option and shall be treated as aNon-Qualified Stock Option on the day three (3) months and one (1) day following such change instatus. Except as provided in Sections 6 and 7 below, to the extent that the Option was unvestedon the Termination Date, or if the Grantee does not exercise the vested portion of the Optionwithin the Post-Termination Exercise Period, the Option shall terminate.
     6. Disability of Grantee. In the event the Grantee’s Continuous Service terminates asa result of his or her Disability, the Grantee may, but only within twelve (12) months commencingon the Termination Date (but in no event later than the Expiration Date), exercise the portion ofthe Option that was vested on the Termination Date; provided, however, that if such Disability isnot a “disability” as such term is defined in Section 22(e)(3) of the Code and the Option is anIncentive Stock Option, such Incentive Stock Option shall cease to be treated as an Incentive StockOption and shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1)day following the Termination Date. To the extent that the Option was unvested on the TerminationDate, or if the Grantee does not exercise the vested portion of the Option within the timespecified herein, the Option shall terminate. Section 22(e)(3) of the Code provides that anindividual is permanently and totally disabled if he or she is unable to engage in any substantialgainful activity by reason of any medically determinable physical or mental impairment which can beexpected to result in death or which has lasted or can be expected to last for a continuous periodof not less than twelve (12) months.
     7. Death of Grantee. In the event of the termination of the Grantee’s ContinuousService as a result of his or her death, or in the event of the Grantee’s death during thePost-Termination Exercise Period or during the twelve (12) month period following the Grantee’stermination of Continuous Service as a result of his or her Disability, the person who acquired theright to exercise the Option pursuant to Section 8 may exercise the portion of the Option that wasvested at the date of termination within twelve (12) months commencing on the date of death (but inno event later than the Expiration Date). To the extent that the Option was unvested on the
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date of death, or if the vested portion of the Option is not exercised within the timespecified herein, the Option shall terminate.
     8. Transferability of Option. The Option, if an Incentive Stock Option, may not betransferred in any manner other than by will or by the laws of descent and distribution and may beexercised during the lifetime of the Grantee only by the Grantee. The Option, if a Non-QualifiedStock Option, may not be transferred in any manner other than by will or by the laws of descent anddistribution, provided, however, that a Non-Qualified Stock Option may be transferred during thelifetime of the Grantee to the extent and in the manner authorized by the Administrator.Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’sIncentive Stock Option or Non-Qualified Stock Option in the event of the Grantee’s death on abeneficiary designation form provided by the Administrator. Following the death of the Grantee,the Option, to the extent provided in Section 7, may be exercised (a) by the person or personsdesignated under the deceased Grantee’s beneficiary designation or (b) in the absence of aneffectively designated beneficiary, by the Grantee’s legal representative or by any personempowered to do so under the deceased Grantee’s will or under the then applicable laws of descentand distribution. The terms of the Option shall be binding upon the executors, administrators,heirs, successors and transferees of the Grantee.
     9. Term of Option. The Option must be exercised no later than the Expiration Date setforth in the Notice or such earlier date as otherwise provided herein. After the Expiration Dateor such earlier date, the Option shall be of no further force or effect and may not be exercised.
     10. Company’s Right of First Refusal.
          (a) Transfer Notice. Neither the Grantee nor a transferee (either being sometimesreferred to herein as the “Holder”) shall sell, hypothecate, encumber or otherwise transfer anyShares or any right or interest therein without first complying with the provisions of this Section10 or obtaining the prior written consent of the Company. The Holder may not sell, hypothecate,encumber or otherwise transfer any Shares or any right or interest therein unless such Shares areMature Shares (as defined below). “Mature Shares” shall mean the Shares that have been held by theHolder (and any successor Holder) for a period of more than six (6) months. In the eventthe Holder desires to accept a bona fide third-party offer for any or all of the Shares that areMature Shares, the Holder shall provide the Company with written notice (the “Transfer Notice”) of:
               (i) The Holder’s intention to transfer;
               (ii) The name of the proposed transferee;
               (iii) The number of Shares to be transferred; and
               (iv) The proposed transfer price or value and terms thereof.
If the Grantee proposes to transfer any Shares to more than one transferee, the Grantee shallprovide a separate Transfer Notice for the proposed transfer to each transferee. The TransferNotice shall be signed by both the Grantee and the proposed transferee and must constitute a
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binding commitment of the Grantee and the proposed transferee for the transfer of the Shares to theproposed transferee subject to the terms and conditions of this Option Agreement.
          (b) Bona Fide Transfer*.*If the Company determines that the information provided bythe Grantee in the Transfer Notice is insufficient to establish the bona fide nature of a proposedvoluntary transfer, the Company shall give the Grantee written notice of the Grantee’s failure tocomply with the procedure described in this Section 10, and the Grantee shall have no right totransfer the Shares without first complying with the procedure described in this Section 10. TheGrantee shall not be permitted to transfer the Shares if the proposed transfer is not bona fide.
          (c)First Refusal Exercise Notice. The Company shall have the right topurchase (the “Right of First Refusal”) all but not less than all, of the Shares which aredescribed in the Transfer Notice (the “Offered Shares”) at any time within ninety (90) days afterreceipt of the Transfer Notice (the “Option Period”). The Offered Shares shall be repurchased at(i) the per share price or value and in accordance with the terms stated in the Transfer Notice(subject to Section 10(d) below) or (ii) the Fair Market Value of the Shares on the date on whichthe purchase is to be effected if no consideration is paid pursuant to the terms stated in theTransfer Notice, which Right of First Refusal shall be exercised by written notice (the “FirstRefusal Exercise Notice”) to the Holder. During the Option Period or the 45-day period specifiedin Section 10(f) below, the Company may exercise its Repurchase Right (as set forth in Section 11below) in lieu of or in addition to its Right of First Refusal if the Repurchase Right is orbecomes exercisable during the Option Period or such 45-day period.
          (d) Payment Terms. The Company shall consummate the purchase of the Offered Shares onthe terms set forth in the Transfer Notice within 30 days after delivery of the First RefusalExercise Notice; provided, however, that in the event the Transfer Notice provides for the paymentfor the Offered Shares other than in cash, the Company and/or its assigns shall have the right topay for the Offered Shares by the discounted cash equivalent of the consideration described in theTransfer Notice as reasonably determined by the Administrator. Upon payment for the Offered Sharesto the Holder or into escrow for the benefit of the Holder, the Company or its assigns shall becomethe legal and beneficial owner of the Offered Shares and all rights and interest therein or relatedthereto, and the Company shall have the right to transfer the Offered Shares to its own name or itsassigns without further action by the Holder.
          (e) Assignment. Whenever the Company shall have the right to purchase Shares underthis Right of First Refusal, the Company may designate and assign one or more employees, officers,directors or stockholders of the Company or other persons or organizations, to exercise all or apart of the Company’s Right of First Refusal.
          (f) Non-Exercise. If the Company and/or its assigns do not collectively elect toexercise the Right of First Refusal within the Option Period or such earlier time if the Companyand/or its assigns notifies the Holder that it will not exercise the Right of First Refusal, thenthe Holder may transfer the Shares upon the terms and conditions stated in the Transfer Notice,provided that:
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 (i)  The transfer is made within forty-five (45)days of the earlier of (A) the date the Company and/or its assignsnotify the Holder that the Right of First Refusal will not be exercisedor (B) the expiration of the Option Period; and  (ii)  The transferee agrees in writing that suchShares shall be held subject to the provisions of this OptionAgreement.
The Company shall have the right to demand further assurances from the Grantee and the transferee(in a form satisfactory to the Company) that the transfer of the Offered Shares was actuallycarried out on the terms and conditions described in the Transfer Notice. No Offered Shares shallbe transferred on the books of the Company until the Company has received such assurances, if sodemanded, and has approved the proposed transfer as bona fide.
          (g) Expiration of Transfer Period. Following such 45-day period, no transfer of theOffered Shares and no change in the terms of the transfer as stated in the Transfer Notice(including the name of the proposed transferee) shall be permitted without a new written TransferNotice prepared and submitted in accordance with the requirements of this Right of First Refusal.
          (h) Termination of Right of First Refusal. The provisions of this Right of FirstRefusal shall terminate as to all Shares upon the Registration Date.
          (i) Additional Shares or Substituted Securities. In the event of any transactiondescribed in Sections 10 or 11 of the Plan, any new, substituted or additional securities or otherproperty which is by reason of any such transaction distributed with respect to the Shares shall beimmediately subject to the Right of First Refusal, but only to the extent the Shares are at thetime covered by such right.
     11. Company’s Repurchase Right.
          (a) Grant of Repurchase Right. The Company is hereby granted the right to purchaseall or any portion of the Shares (the “Repurchase Right”), exercisable at any time (i) during theninety (90) day period commencing on the Termination Date, or (ii) during the ninety (90) dayperiod commencing upon any exercise of the Option that occurs after the Termination Date (together,the “Share Repurchase Period”), provided, however, that if the Shares to be repurchased are notMature Shares then the Share Repurchase Period shall be extended by the number of days necessaryfor the such Shares to become Mature Shares. The Repurchase Right may only be exercised withrespect to Mature Shares.
          (b) Exercise of the Repurchase Right. The Repurchase Right shall be exercisable bywritten notice delivered to each Holder of the Shares prior to the expiration of the ShareRepurchase Period. The notice shall indicate the number of Shares to be repurchased and the dateon which the repurchase is to be effected, such date to be not later than the last day of the ShareRepurchase Period. On the date on which the repurchase is to be effected, the Company and/or itsassigns shall pay to the Holder in cash or cash equivalents (including the cancellation of anypurchase-money indebtedness) an amount equal to (i) the Fair Market Value
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on the date on which the repurchase is to be effected of the Shares which are to berepurchased from the Holder, in the event of termination of the Grantee’s Continuous Service otherthan for Cause, or (ii) the lesser of the Exercise Price or the Fair Market Value on the date onwhich the repurchase is to be effected of the Shares which are to be repurchased from the Holder,in the event of termination of the Grantee’s Continuous Service for Cause. Upon such payment ordeposit into escrow for the benefit of the Holder, the Company and/or its assigns shall become thelegal and beneficial owner of the Shares being repurchased and all rights and interest thereon orrelated thereto, and the Company shall have the right to transfer to its own name or its assignsthe number of Shares being repurchased, without further action by the Holder.
          (c) Assignment. Whenever the Company shall have the right to purchase Shares underthis Repurchase Right, the Company may designate and assign one or more employees, officers,directors or stockholders of the Company or other persons or organizations, to exercise all or apart of the Company’s Repurchase Right.
          (d) Termination of the Repurchase Right. The Repurchase Right shall terminate withrespect to any Shares for which it is not timely exercised. In addition, the Repurchase Rightshall terminate and cease to be exercisable with respect to all Shares upon the Registration Date.
          (e) Additional Shares or Substituted Securities. In the event of any transactiondescribed in Sections 10 or 11 of the Plan, any new, substituted or additional securities or otherproperty which is by reason of any such transaction distributed with respect to the Shares shall beimmediately subject to the Repurchase Right, but only to the extent the Shares are at the timecovered by such right.
     12. Stop-Transfer Notices. In order to ensure compliance with the restrictions ontransfer set forth in this Option Agreement, the Notice or the Plan, the Company may issueappropriate “stop transfer” instructions to its transfer agent, if any, and, if the Companytransfers its own securities, it may make appropriate notations to the same effect in its ownrecords.
     13. Refusal to Transfer. The Company shall not be required (i) to transfer on itsbooks any Shares that have been sold or otherwise transferred in violation of any of the provisionsof this Option Agreement or (ii) to treat as owner of such Shares or to accord the right to vote orpay dividends to any purchaser or other transferee to whom such Shares shall have been sotransferred.
     14. Tax Consequences. Set forth below is a brief summary as of the date of thisOption Agreement of some of the federal tax consequences of exercise of the Option and dispositionof the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARESUBJECT TO CHANGE. THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION ORDISPOSING OF THE SHARES.
          (a) Exercise of Incentive Stock Option. If the Option qualifies as an Incentive StockOption, there will be no regular federal income tax liability upon the exercise of the
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Option, although the excess, if any, of the Fair Market Value of the Shares on the date ofexercise over the Exercise Price will be treated as income for purposes of the alternative minimumtax for federal tax purposes and may subject the Grantee to the alternative minimum tax in the yearof exercise.
          (b) Exercise of Incentive Stock Option Following Disability. If the Grantee’sContinuous Service terminates as a result of Disability that is not permanent and total disabilityas such term is defined in Section 22(e)(3) of the Code, to the extent permitted on the date oftermination, the Grantee must exercise an Incentive Stock Option within three (3) months of suchtermination for the Incentive Stock Option to be qualified as an Incentive Stock Option. Section22(e)(3) of the Code provides that an individual is permanently and totally disabled if he or sheis unable to engage in any substantial gainful activity by reason of any medically determinablephysical or mental impairment which can be expected to result in death or which has lasted or canbe expected to last for a continuous period of not less than twelve (12) months.
          (c) Exercise of Non-Qualified Stock Option. On exercise of a Non-Qualified StockOption, the Grantee will be treated as having received compensation income (taxable at ordinaryincome tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the dateof exercise over the Exercise Price. If the Grantee is an Employee or a former Employee, theCompany will be required to withhold from the Grantee’s compensation or collect from the Granteeand pay to the applicable taxing authorities an amount in cash equal to a percentage of thiscompensation income at the time of exercise, and may refuse to honor the exercise and refuse todeliver Shares if such withholding amounts are not delivered at the time of exercise.
          (d) Disposition of Shares. In the case of a Non-Qualified Stock Option, if Shares areheld for more than one year, any gain realized on disposition of the Shares will be treated aslong-term capital gain for federal income tax purposes. In the case of an Incentive Stock Option,if Shares transferred pursuant to the Option are held for more than one year after receipt of theShares and are disposed more than two years after the Date of Award, any gain realized ondisposition of the Shares also will be treated as capital gain for federal income tax purposes andsubject to the same tax rates and holding periods that apply to Shares acquired upon exercise of aNon-Qualified Stock Option. If Shares purchased under an Incentive Stock Option are disposed ofprior to the expiration of such one-year or two-year periods, any gain realized on such dispositionwill be treated as compensation income (taxable at ordinary income rates) to the extent of thedifference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares onthe date of exercise, or (ii) the sale price of the Shares.
     15. Lock-Up Agreement.
          (a) Agreement. The Grantee, if requested by the Company and the lead underwriter ofany public offering of the Common Stock (the “Lead Underwriter”), hereby irrevocably agrees not tosell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in,make any short sale of, pledge or otherwise transfer or dispose of any interest in any Common Stockor any securities convertible into or exchangeable or exercisable for or any other rights topurchase or acquire Common Stock (except Common Stock included in
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such public offering or acquired on the public market after such offering) during the 200-dayperiod following the effective date of a registration statement of the Company filed under theSecurities Act of 1933, as amended, or such shorter or longer period of time as the LeadUnderwriter shall specify. The Grantee further agrees to sign such documents as may be requestedby the Lead Underwriter to effect the foregoing and agrees that the Company may imposestop-transfer instructions with respect to such Common Stock subject to the lock-up period untilthe end of such period. The Company and the Grantee acknowledge that each Lead Underwriter of apublic offering of the Company’s stock, during the period of such offering and for the lock-upperiod thereafter, is an intended beneficiary of this Section 15.
          (b) No Amendment Without Consent of Underwriter. During the period fromidentification of a Lead Underwriter in connection with any public offering of the Company’s CommonStock until the earlier of (i) the expiration of the lock-up period specified in Section 15(a) inconnection with such offering or (ii) the abandonment of such offering by the Company and the LeadUnderwriter, the provisions of this Section 15 may not be amended or waived except with the consentof the Lead Underwriter.
     16. Entire Agreement: Governing Law. The Notice, the Plan and this Option Agreementconstitute the entire agreement of the parties with respect to the subject matter hereof andsupersede in their entirety all prior undertakings and agreements of the Company and the Granteewith respect to the subject matter hereof, and may not be modified adversely to the Grantee’sinterest except by means of a writing signed by the Company and the Grantee. Nothing in theNotice, the Plan and this Option Agreement (except as expressly provided therein) is intended toconfer any rights or remedies on any persons other than the parties. The Notice, the Plan and thisOption Agreement are to be construed in accordance with and governed by the internal laws of theState of Nevada without giving effect to any choice of law rule that would cause the application ofthe laws of any jurisdiction other than the internal laws of the State of Nevada to the rights andduties of the parties. Should any provision of the Notice, the Plan or this Option Agreement bedetermined to be illegal or unenforceable, such provision shall be enforced to the fullest extentallowed by law and the other provisions shall nevertheless remain effective and shall remainenforceable.
     17. Construction. The captions used in the Notice and this Option Agreement areinserted for convenience and shall not be deemed a part of the Option for construction orinterpretation. Except when otherwise indicated by the context, the singular shall include theplural and the plural shall include the singular. Use of the term “or” is not intended to beexclusive, unless the context clearly requires otherwise.
     18. Administration and Interpretation. Any question or dispute regarding theadministration or interpretation of the Notice, the Plan or this Option Agreement shall besubmitted by the Grantee or by the Company to the Administrator. The resolution of such questionor dispute by the Administrator shall be final and binding on all persons.
     19. Venue and Waiver of Jury Trial. The Company, the Grantee, and the Grantee’sassignees pursuant to Section 8 (the “parties”) agree that any suit, action, or proceeding arisingout of or relating to the Notice, the Plan or this Option Agreement shall be brought in the United
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States District Court for the District of Nevada (or should such court lack jurisdiction tohear such action, suit or proceeding, in a Nevada state court in the County of Clark) and that theparties shall submit to the jurisdiction of such court. The parties irrevocably waive, to thefullest extent permitted by law, any objection the party may have to the laying of venue for anysuch suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHTTHEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or moreprovisions of this Section 19 shall for any reason be held invalid or unenforceable, it is thespecific intent of the parties that such provisions shall be modified to the minimum extentnecessary to make it or its application valid and enforceable.
     20. Notices. Any notice required or permitted hereunder shall be given in writing andshall be deemed effectively given upon personal delivery, upon deposit for delivery by aninternationally recognized express mail courier service or upon deposit in the United States mailby certified mail (if the parties are within the United States), with postage and fees prepaid,addressed to the other party at its address as shown in these instruments, or to such other addressas such party may designate in writing from time to time to the other party.
**END OF AGREEMENT**
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**EXHIBIT A**
**GCA HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN**
**EXERCISE NOTICE**         Attention: Secretary  
     1. Effective as of today, ______, the undersigned (the “Grantee”) hereby elects toexercise the Grantee’s option to purchase ______shares of the Common Stock (the “Shares”) ofGCA Holdings, Inc., (the “Company”) under and pursuant to the Company’s 2005 Stock Incentive Plan,as amended from time to time (the “Plan”) and the[   ] Incentive [   ] Non-Qualified Stock OptionAward Agreement (the “Option Agreement”) and Notice of Stock Option Award (the “Notice”) dated______, ______. Unless otherwise defined herein, the terms defined in the Plan shallhave the same defined meanings in this Exercise Notice.
     2. Representations of the Grantee. The Grantee acknowledges that the Grantee hasreceived, read and understood the Notice, the Plan and the Option Agreement and agrees to abide byand be bound by their terms and conditions.
     3. Rights as Stockholder. Until the stock certificate evidencing such Shares isissued (as evidenced by the appropriate entry on the books of the Company or of a duly authorizedtransfer agent of the Company), no right to vote or receive dividends or any other rights as astockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option.The Company shall issue (or cause to be issued) such stock certificate promptly after the Option isexercised. No adjustment will be made for a dividend or other right for which the record date isprior to the date the stock certificate is issued, except as provided in Section 10 of the Plan.
     The Grantee shall enjoy rights as a stockholder until such time as the Grantee disposes of theShares or the Company and/or its assignee(s) exercises the Right of First Refusal or the RepurchaseRight. Upon such exercise, the Grantee shall have no further rights as a holder of the Shares sopurchased except the right to receive payment for the Shares so purchased in accordance with theprovisions of the Option Agreement, and the Grantee shall forthwith cause the certificate(s)evidencing the Shares so purchased to be surrendered to the Company for transfer or cancellation.
     4. Delivery of Payment. The Grantee herewith delivers to the Company the fullExercise Price for the Shares, which, to the extent selected, shall be deemed to be satisfied byuse of the broker-dealer sale and remittance procedure to pay the Exercise Price provided inSection 4(d) of the Option Agreement.
     5. Tax Consultation. The Grantee understands that the Grantee may suffer adverse taxconsequences as a result of the Grantee’s purchase or disposition of the Shares. The Granteerepresents that the Grantee has consulted with any tax consultants the Grantee deems advisable
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in connection with the purchase or disposition of the Shares and that the Grantee is notrelying on the Company for any tax advice.
     6. Taxes. The Grantee agrees to satisfy all applicable federal, state and localincome and employment tax withholding obligations and herewith delivers to the Company the fullamount of such obligations or has made arrangements acceptable to the Company to satisfy suchobligations. In the case of an Incentive Stock Option, the Grantee also agrees, as partialconsideration for the designation of the Option as an Incentive Stock Option, to notify the Companyin writing within thirty (30) days of any disposition of any shares acquired by exercise of theOption if such disposition occurs within two (2) years from the Date of Award or within one (1)year from the date the Shares were transferred to the Grantee.
     7. Restrictive Legends. The Grantee understands and agrees that the Company shallcause the legends set forth below or legends substantially equivalent thereto, to be placed uponany certificate(s) evidencing ownership of the Shares together with any other legends that may berequired by the Company or by state or federal securities laws:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS ANDMAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ORHYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THEOPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES,SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS INCOMPLIANCE THEREWITH.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAINRESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL AND A REPURCHASERIGHT HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THEOPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESESHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OFTHE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL ANDREPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THESE SHARES.
     8. Successors and Assigns. The Company may assign any of its rights under thisExercise Notice to single or multiple assignees, and this agreement shall inure to the benefit ofthe successors and assigns of the Company. Subject to the restrictions on transfer herein setforth, this Exercise Notice shall be binding upon the Grantee and his or her heirs, executors,administrators, successors and assigns.
     9. Construction. The captions used in this Exercise Notice are inserted forconvenience and shall not be deemed a part of this agreement for construction or interpretation.
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Except when otherwise indicated by the context, the singular shall include the plural and theplural shall include the singular. Use of the term “or” is not intended to be exclusive, unlessthe context clearly requires otherwise.
     10. Administration and Interpretation. The Grantee hereby agrees that any question ordispute regarding the administration or interpretation of this Exercise Notice shall be submittedby the Grantee or by the Company to the Administrator. The resolution of such question or disputeby the Administrator shall be final and binding on all persons.
     11. Governing Law; Severability. This Exercise Notice is to be construed inaccordance with and governed by the internal laws of the State of Nevada without giving effect toany choice of law rule that would cause the application of the laws of any jurisdiction other thanthe internal laws of the State of Nevada to the rights and duties of the parties. Should anyprovision of this Exercise Notice be determined by a court of law to be illegal or unenforceable,such provision shall be enforced to the fullest extent allowed by law and the other provisionsshall nevertheless remain effective and shall remain enforceable.
     12. Notices. Any notice required or permitted hereunder shall be given in writing andshall be deemed effectively given upon personal delivery, upon deposit for delivery by aninternationally recognized express mail courier service or upon deposit in the United States mailby certified mail (if the parties are within the United States), with postage and fees prepaid,addressed to the other party at its address as shown below beneath its signature, or to such otheraddress as such party may designate in writing from time to time to the other party.
     13. Further Instruments. The parties agree to execute such further instruments and totake such further action as may be reasonably necessary to carry out the purposes and intent ofthis agreement.
     14. Entire Agreement. The Notice, the Plan and the Option Agreement are incorporatedherein by reference and together with this Exercise Notice constitute the entire agreement of theparties with respect to the subject matter hereof and supersede in their entirety all priorundertakings and agreements of the Company and the Grantee with respect to the subject matterhereof, and may not be modified adversely to the Grantee’s interest except by means of a writingsigned by the Company and the Grantee. Nothing in the Notice, the Plan, the Option Agreement andthis Exercise Notice (except as expressly provided therein) is intended to confer any rights orremedies on any persons other than the parties.
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     Submitted by: Accepted by:     GRANTEE: GCA HOLDINGS, INC.      By:        Title:   (Signature)         Address: Address:               
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**EXHIBIT B**
**GCA HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN**
**INVESTMENT REPRESENTATION STATEMENT**     GRANTEE:    COMPANY: GCA HOLDINGS, INC.  SECURITY: CLASS A COMMON STOCK  AMOUNT:    DATE:    
In connection with the purchase of the above-listed Securities, the undersigned Grantee representsto the Company the following:
     (a) Grantee is aware of the Company’s business affairs and financial condition and hasacquired sufficient information about the Company to reach an informed and knowledgeable decisionto acquire the Securities. Grantee is acquiring these Securities for investment for Grantee’s ownaccount only and not with a view to, or for resale in connection with, any “distribution” thereofwithin the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
     (b) Grantee acknowledges and understands that the Securities constitute “restrictedsecurities” under the Securities Act and have not been registered under the Securities Act inreliance upon a specific exemption therefrom, which exemption depends upon among other things, thebona fide nature of Grantee’s investment intent as expressed herein. Grantee further understandsthat the Securities must be held indefinitely unless they are subsequently registered under theSecurities Act or an exemption from such registration is available. Grantee further acknowledgesand understands that the Company is under no obligation to register the Securities. Granteeunderstands that the certificate evidencing the Securities will be imprinted with a legend whichprohibits the transfer of the Securities unless they are registered or such registration is notrequired in the opinion of counsel satisfactory to the Company.
     (c) Grantee is familiar with the provisions of Rule 701 and Rule 144, each promulgated underthe Securities Act, which, in substance, permit limited public resale of “restricted securities”acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to thesatisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701at the time of the grant of the Option to the Grantee, the exercise will be exempt fromregistration under the Securities Act. In the event the Company becomes subject to the reportingrequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) daysthereafter (or such longer period as any market stand-off agreement may require) the Securitiesexempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditionsspecified by Rule 144, including: (1) the resale being made through a broker in an unsolicited“broker’s transaction” or in transactions directly with a market maker (as said term is definedunder the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availabilityof certain public information about the Company, (3) the amount of Securities being
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sold during any three month period not exceeding the limitations specified in Rule 144(e), and(4) the timely filing of a Form 144, if applicable.
     In the event that the Company does not qualify under Rule 701 at the time of grant of theOption, then the Securities may be resold in certain limited circumstances subject to theprovisions of Rule 144, which requires the resale to occur not less than one year after the laterof the date the Securities were sold by the Company or the date the Securities were sold by anaffiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of theSecurities by an affiliate, or by a non-affiliate who subsequently holds the Securities less thantwo (2) years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) ofthe paragraph immediately above.
     (d) Grantee further understands that in the event all of the applicable requirements of Rule701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A,or some other registration exemption will be required; and that, notwithstanding the fact thatRules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission hasexpressed its opinion that persons proposing to sell private placement securities other than in aregistered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burdenof proof in establishing that an exemption from registration is available for such offers or sales,and that such persons and their respective brokers who participate in such transactions do so attheir own risk. Grantee understands that no assurances can be given that any such otherregistration exemption will be available in such event.
     (e) Grantee represents that Grantee is a resident of the state of ______.             Signatureof Grantee: