_____EQUITY
INCENTIVE PLAN

    


    NONQUALIFIED
STOCK OPTION AGREEMENT

    


    This NONQUALIFIED STOCK OPTION
AGREEMENT (the “Option Agreement”), dated as of the ___ day of ____, ___ (the
“Grant Date”), is ___
(the “Optionee”), a director, officer or employees of, or consultant or
advisor to, the Company or a Subsidiary of the Company (a “Related
Corporation”), pursuant to the _______ Equity Incentive Plan (the
“Plan”).

    


    WHEREAS, the Company desires to give
the Optionee the opportunity to purchase shares of common stock of the Company,
par value $0.0001 (“Common Shares”) in accordance with the provisions of the
Plan, a copy of which is attached hereto;

    


    NOW, THEREFORE, in consideration of the
mutual covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto, intending to be legally bound hereby, agree
as follows:

    


    1. 
         Grant of
Option.  The Company hereby grants to the Optionee the right and
option (the “Option”) to purchase all or any part of an aggregate of _____ Common Shares.  The
Option is in all respects limited and conditioned as hereinafter provided, and
is subject in all respects to the terms and conditions of the Plan now in effect
and as it may be amended from time to time (but only to the extent that such
amendments apply to outstanding options).  Such terms and conditions are
incorporated herein by reference, made a part hereof, and shall control in the
event of any conflict with any other terms of this Option Agreement.  The
Option granted hereunder is intended to be a nonqualified stock option (“NQSO”)
and not an
incentive stock option (“ISO”) as such term is defined in section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).

    


    2. 
         Exercise Price. 
The exercise price of the Common Shares covered by this Option shall be $__ per
share.  It is the determination of the Board of Directors (the “Board”),
who are administering the Plan, that on the Grant Date the exercise price was
not less than the greater of (i) 100% of the “Fair Market Value” (as defined in
the Plan) of a Common Share, or (ii) the par value of a Common
Share.

    


    3. 
         Term.  Unless
earlier terminated pursuant to any provision of the Plan or of this Option
Agreement, this Option shall expire on ___ (the “Expiration Date”), which date
is not more than 10 years from the Grant Date.  This Option shall not be
exercisable on or after the Expiration Date.

    


    4. 
         Exercise of
Option.  The Option shall vest according to the following schedule,
provided that Optionee remains continuously engaged as a director, officer or
employee of, or consultant or advisor to, the Company or a Related Corporation
from the date hereof through the applicable vesting date:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          Date Installment Becomes Exercisable

                        	 
      	
                          Number of Common Shares

                        
	 
      	 
      	 
      
	 
      	 
      	 
      


                

              

            

          

        

      

    

    


    The Board
may accelerate any vesting date of the Option, in its discretion, if it deems
such acceleration to be desirable.  Once the Option becomes exercisable, it
will remain exercisable until it is exercised or until it
terminates.

    


    5. 
         Method of Exercising
Option.  Subject to the terms and conditions of this Option
Agreement and the Plan, the Option may be exercised by written notice to the
Company at its principal office.  The form of such notice is attached
hereto and shall state the election to exercise the Option and the number of
whole shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; and shall be accompanied by payment
of the full exercise price of such shares. Only full shares will be
issued.

    


    The exercise price shall be paid to the
Company:

    


    (a)           in
cash, or by certified check, bank draft, or postal or express money
order;

    


    (b)           through
the delivery of Common Shares previously acquired by the Optionee;

    


    (c)           by
delivering a properly executed notice of exercise of the Option to the Company
and a broker, with irrevocable instructions to the broker promptly to deliver to
the Company the amount necessary to pay the exercise price of the
Option;

    


    (d)           in
Common Shares newly acquired by the Optionee upon exercise of the Option;
or

    


    (e)           in
any combination of (a), (b), (c) or (d) above.

    


    In the
event the exercise price is paid, in whole or in part, with Common Shares, the
portion of the exercise price so paid shall be equal to the Fair Market Value of
the Common Shares surrendered on the date of exercise.

    


    Upon receipt of notice of exercise and
payment, the Company shall deliver a certificate or certificates representing
the Common Shares with respect to which the Option is so exercised. The Optionee
shall obtain the rights of a shareholder upon receipt of a certificate(s)
representing such Common Shares.


    
      
         


      

      
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    Such certificate(s) shall be registered
in the name of the person so exercising the Option (or, if the Option is
exercised by the Optionee and if the Optionee so requests in the notice
exercising the Option, shall be registered in the name of the Optionee and the
Optionee’s spouse, jointly, with right of survivorship), and shall be delivered
as provided above to, or upon the written order of, the person exercising the
Option.  In the event the Option is exercised by any person after the death
or disability (as determined in accordance with Section 22(e)(3) of the Code) of
the Optionee, the notice shall be accompanied by appropriate proof of the right
of such person to exercise the Option.  All Common Shares that are
purchased upon exercise of the Option as provided herein shall be fully paid and
non-assessable.

    


    Upon exercise of the Option, Optionee
shall be responsible for all employment and income taxes then or thereafter due
(whether Federal, State or local), and if the Optionee does not remit to the
Company sufficient cash (or, with the consent of the Board, Common Shares) to
satisfy all applicable withholding requirements, the Company shall be entitled
to satisfy any withholding requirements for any such tax by disposing of Common
Shares at exercise, withholding cash from Optionee’s salary or other
compensation or such other means as the Board considers appropriate to the
fullest extent permitted by applicable law.  Nothing in the preceding
sentence shall impair or limit the Company’s rights with respect to satisfying
withholding obligations under Section 10 of the Plan.

    


    6. 
         Non-Transferability of
Option.  This Option is not assignable or transferable, in whole or
in part, by the Optionee other than by will or by the laws of descent and
distribution.  During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee or, in the event of his or her disability, by
his or her guardian or legal representative.

    


    7. 
         Termination of
Services.  If the Optionee’s services with the Company and all
Related Corporations are terminated for any reason (other than death or
disability) prior to the Expiration Date, then this Option may be exercised by
Optionee, to the extent of the number of Common Shares with respect to which the
Optionee could have exercised it on the date of such termination of services, at
any time prior to the earlier of (i) the Expiration Date, or (ii) ninety (90)
days after such termination of services.  Any part of the Option that was
not exercisable immediately before the termination of Optionee’s services shall
terminate at that time.

    


    8. 
         Disability.  If
the Optionee becomes disabled (as determined in accordance with section 22(e)(3)
of the Code) during the period of his or her service and, prior to the
Expiration Date, the Optionee’s services are terminated as a consequence of such
disability, then this Option may be exercised by the Optionee or by the
Optionee’s legal representative, to the extent of the number of Common Shares
with respect to which the Optionee could have exercised it on the date of such
termination of services, at any time prior to the earlier of (i) the Expiration
Date or (ii) one year after such termination of services.  Any part of the
Option that was not exercisable immediately before the Optionee’s termination of
services shall terminate at that time.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    9. 
         Death.  If the
Optionee dies during the period of his or her services and prior to the
Expiration Date, or if the Optionee’s services are terminated for any reason (as
described in Paragraphs 7 and 8) and the Optionee dies following his or her
termination of services but prior to the earliest of (i) the Expiration Date, or
(ii) the expiration of the period determined under Paragraph 7 or 8 (as
applicable to the Optionee), then this Option may be exercised by the Optionee’s
estate, personal representative or beneficiary who acquired the right to
exercise this Option by bequest or inheritance or by reason of the Optionee’s
death, to the extent of the number of Common Shares with respect to which the
Optionee could have exercised it on the date of his or her death, at any time
prior to the earlier of (i) the Expiration Date or (ii) one year after the date
of the Optionee’s death.  Any part of the Option that was not exercisable
immediately before the Optionee’s death shall terminate at that
time.

    


    10. 
       Securities
Matters.  (a)  If, at any time, counsel to the Company
shall determine that the listing, registration or qualification of the Common
Shares subject to the Option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory body,
or that the disclosure of non-public information or the satisfaction of any
other condition is necessary as a condition of, or in connection with, the
issuance or purchase of Common Shares hereunder, such Option may not be
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval, or satisfaction of such condition shall have
been effected or obtained on conditions acceptable to the Board of
Directors.  The Company shall be under no obligation to apply for or to
obtain such listing, registration or qualification, or to satisfy such
condition.  The Board shall inform the Optionee in writing of any decision
to defer or prohibit the exercise of an Option.  During the period that the
effectiveness of the exercise of an Option has been deferred or prohibited, the
Optionee may, by written notice, withdraw the Optionee’s decision to exercise
and obtain a refund of any amount paid with respect thereto.

    


    (b)         The
Company may require: (i) the Optionee (or any other person exercising the Option
in the case of the Optionee’s death or Disability) as a condition of exercising
the Option, to give written assurances, in substance and form satisfactory to
the Company, to the effect that such person is acquiring the Common Shares
subject to the Option for his or her own account for investment and not with any
present intention of selling or otherwise distributing the same, and to make
such other representations or covenants; and (ii) that any certificates for
Common Shares delivered in connection with the exercise of the Option bear such
legends, in each case as the Company deems necessary or appropriate, in order to
comply with federal and applicable state securities laws, to comply with
covenants or representations made by the Company in connection with any public
offering of its Common Shares or otherwise.  The Optionee specifically
understands and agrees that the Common Shares, if and when issued upon exercise
of the Option, may be “restricted securities,” as that term is defined in Rule
144 under the Securities Act of 1933 and, accordingly, the Optionee may be
required to hold the shares indefinitely unless they are registered under such
Securities Act of 1933, as amended, or an exemption from such registration is
available.


    
      
         


      

      
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    (c)          The
Optionee shall have no rights as a shareholder with respect to any Common Shares
covered by the Option (including, without limitation, any rights to receive
dividends or non-cash distributions with respect to such shares) until the date
of issue of a stock certificate to the Optionee for such Common Shares.  No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.

    


    11. 
        Governing Law. 
This Option Agreement shall be governed by the applicable Code provisions to the
maximum extent possible.  Otherwise, the laws of the State of Delaware
(without reference to the principles of conflict of laws) shall govern the
operation of, and the rights of the Optionee under, the Plan and Options granted
thereunder.

    


    [SIGNATURE
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    IN WITNESS WHEREOF, the parties hereto
have duly executed this Nonqualified Stock Option Agreement as of the ____ day
of ___,___.

    


    
      
        
          	
                  By:

                	
                    

                
	
                  Name:

                
	
                  Title:
      Chief Executive Officer

                
	 
      
	
                   
      

                


        

      

    


    
      
         


      

      
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    ___
Equity INCENTIVE PLAN

    


    Notice of
Exercise of Nonqualified Stock Option

    


    I hereby exercise the nonqualified
stock option granted to me pursuant to the Nonqualified Stock Option Agreement
dated as of ___ ___, by ___ (the “Company”), with respect to the following
number of shares of the Company’s common stock (“Shares”), par value $0.0001 per
Share, covered by said option:

    


    
      
        
          
            
              
                	
                        Number
      of Shares to be purchased:

                      	 	 	_______	 
	 
      	 	 	 	 
	
                        Purchase
      price per Share:

                      	 	$	_______	 
	 
      	 	 	 	 
	
                        Total
      purchase price:

                      	 	$	_______	 


              

            

          

        

      

    

    


    
      
        
          	
                  ___ 

                	
                  A.
      

                	
                  Enclosed
      is cash or my certified check, bank draft, or postal or express money
      order in the amount of $__________ in full/partial [circle
      one] payment for such
Shares;

                


        

      

    

    


    and/or

     

    
      	
              ___ 

            	
              
                B.

              

            	
              
                Enclosed
      is/are   Share(s)
      with a total fair market value of $  on the
      date hereof in full/partial [circle one] payment for
      such Shares;

              

            


    

    


    and/or

     

    
      	
              ___ 

            	
              
                
                  C.

                

              

            	
              
                
                  I
      have provided notice to   [insert name of broker],
      a broker, who will render full/partial [circle one] payment for
      such Shares.  [Optionee should attach to the
      notice of exercise provided to such broker a copy of this Notice of
      Exercise and irrevocable instructions to pay to the Company the full
      exercise price.]

                

              

            


    

    
      
      

    

    


    and/or

     

    
      	
              ___ 

            	
              
                
                  D.

                

              

            	
              
                
                  I
      elect to satisfy the payment for Shares purchased hereunder by having the
      Company withhold newly acquired Shares pursuant to the exercise of the
      Option.

                

              

            


    

    
      
      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Please have the certificate or
certificates representing the purchased Shares registered in the following name
or names*:                                            ;
and sent to                                                 .

    


    
      
        	
                DATED:
      ______ ___, 20__

              	 
      	
                  

              
	 
      	 
      	
                Optionee’s
      Signature

              


      

    

    
       

      
        

      

      * Certificates may be registered in the
name of the Optionee alone or in the joint names (with right of survivorship) of
the Optionee and his or her spouse.