XL
      GENERATION INTERNATIONAL INC.

    


    2006
      EQUITY INCENTIVE PLAN

    


     

    1.
      Purpose. 

    


    The
      purpose of the XL GENERATION INTERNATIONAL INC. 2006 Equity Incentive Plan
      (the
“Plan”) is to attract and retain employees, consultants and non-employee
      directors for XL GENERATION INTERNATIONAL INC. and its subsidiaries and to
      provide such persons with incentives and rewards for superior
      performance.

    


    2.
      Definitions. 

    


    As
      used
      in this Plan, the following terms shall be defined as set forth
      below:

    


    2.1.
      “Award” means any Performance Shares, Performance Units, Options, Stock
      Appreciation Rights, Restricted Shares or Deferred Shares granted under the
      Plan.

    


    2.2.
      “Award Agreement” means an agreement, certificate, resolution or other form of
      writing or other evidence approved by the Committee that sets forth the terms
      and conditions of an Award. An Award Agreement may be in paper form, electronic
      medium, or may be limited to a notation on the Company’s books or records, but
      shall be signed by a representative of the Company and the Participant unless
      otherwise approved by the Committee.

    


    2.3.
      “Base Price” means the price used as the basis for determining the Spread upon
      the exercise of Stock Appreciation Right.

    


    2.4.
      “Board” means the Board of Directors of the Company.

    


    2.5.
      “Cause” means, (a) if the applicable Participant is party to an effective
      employment, consulting, severance or similar agreement with the Company or
      any
      of its Subsidiaries, “Cause” shall have the same meaning as such term is defined
      therein; (b) if the applicable Participant is not a party to an effective
      employment, consulting, severance or similar agreement or if no definition
      of
“Cause” is set forth in the applicable employment, consulting, severance or
      similar agreement, “Cause” shall have the same meaning as such term is defined
      in the applicable Award Agreement; and (c) if the applicable Participant is
      not
      a party to any effective employment, consulting, severance or similar agreement
      or no definition of “Cause is set forth in the applicable employment,
      consulting, severance or similar agreement, and no definition of “Cause” is set
      forth in the applicable Award Agreement, the existence of “Cause” shall be
      determined in good faith by the Committee from time to time as circumstances
      dictate; provided that the Committee shall provide notice to the Participant
      of
      such determination and an opportunity for the Participant to cure such event
      (if
      the Committee determines such event is reasonably curable).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                XL
                  GENERATION INTERNATIONAL INC.

              	
                2006
                  EQUITY INCENTIVE PLAN

              


      

    

     

     

    2.6.
      “Change in Control” means, after the effective date of the Plan:

    


    (i)
      the
      acquisition, directly or indirectly, by a “person” (within the meaning of
      Section 13(d)(3) of the Exchange Act) (a “Person”) of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more
      than 20% of the combined voting power of the voting securities of the Company
      entitled to vote generally in the election of directors (the “Voting
      Securities”); provided, however, that the following acquisitions shall not
      constitute a Change in Control: (a) any acquisition by or from the Company
      or
      any Subsidiary, or by any employee benefit plan (or related trust) sponsored
      or
      maintained by the Company or any Subsidiary, (b) any acquisition by an
      individual who as of the effective date of the Plan is a member of the Board,
      (c) any acquisition by any underwriter in any firm commitment underwriting
      of
      securities to be issued by the Company, or (d) any acquisition by any
      corporation (or other entity) if, immediately following such acquisition, 65%
      or
      more of the then outstanding shares of common stock (or other equity unit)
      of
      such corporation (or other entity) and the combined voting power of the then
      outstanding voting securities of such corporation (or other entity), are
      beneficially owned, directly or indirectly, by all or substantially all of
      the
      individuals or entities who, immediately prior to such acquisition, were the
      beneficial owners of the then outstanding Shares and the Voting Securities
      in
      substantially the same proportions, respectively, as their ownership immediately
      prior to the acquisition of the Stock and Voting Securities; or

    


    (ii)
      the
      consummation of the sale or other disposition of all or substantially all of
      the
      assets of the Company, other than to a wholly-owned Subsidiary or to a holding
      company of which the Company is a direct or indirect wholly owned subsidiary
      prior to such transaction; or

    


    (iii)
      the
      approval by stockholders of the Company of a reorganization, merger or
      consolidation of the Company, other than a reorganization, merger or
      consolidation, which would result in the Voting Securities outstanding
      immediately prior to the transaction continuing to represent (whether by
      remaining outstanding or by being converted to voting securities of the
      surviving entity) 65% or more of the Voting Securities or the voting power
      of
      the voting securities of such surviving entity outstanding immediately after
      such transaction; or the approval by stockholders of the Company of a plan
      of
      complete liquidation or substantial dissolution of the Company; or

    


    (iv)
      the
      following individuals cease for any reason to constitute a majority of the
      Board: individuals who, as of the effective date of the Plan, constitute the
      Board and any new director (other than a director whose initial assumption
      of
      office is in connection with an actual or threatened election contest,
      including, but not limited to, a consent solicitation relating to the election
      of directors of the Company) whose appointment or election by the Board or
      nomination for election by the Company’s stockholders was approved and
      recommended by a vote of at least two-thirds of the directors then still in
      office who either were directors on the effective date of the Plan or whose
      appointment, election or nomination for election was previously so approved
      or
      recommended; or

    


    
      
        
        

      

      
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                  XL
                    GENERATION INTERNATIONAL INC.

                	
                  2006
                    EQUITY INCENTIVE PLAN

                


        

      

       

       

    

    (v)
      the
      sale, transfer, assignment, distribution or other disposition by the Company
      and/or one of its Subsidiaries, in one transaction, or in a series of related
      transactions within any period of 18 consecutive calendar months (including,
      without limitation, by means of the sale, transfer, assignment, distribution
      or
      other disposition of the capital stock of any Subsidiary or Subsidiaries),
      of
      assets which account for an aggregate of 80% or more of the consolidated
      revenues of the Company and its Subsidiaries, as determined in accordance with
      U.S. generally accepted accounting principles, for the fiscal year most recently
      ended prior to the date of such transaction (or, in the case of a series of
      transactions as described above, the first such transaction); provided, however,
      that no such transaction shall be taken into account if substantially all the
      proceeds thereof (whether in cash or in kind) are used after such transaction
      in
      the ongoing conduct by the Company and/or its Subsidiaries of the business
      conducted by the Company and/or its Subsidiaries prior to such transaction;
      or

    


    (vi)
      notwithstanding Sections 2.6(i) through 2.6(vi) above, in the case of a
      distribution under the Plan of an amount which is subject to section 409A of
      the
      Code, an event which constitutes a “change in control event” as defined under
      Section 409A of the Code.

    


    2.7.
      “Code” means the Internal Revenue Code of 1986, as amended from time to time and
      the regulations and other guidance issued thereunder.

    


    2.8.
      “Committee” means the Committee appointed by duly resolution of the Board. The
      Committee shall have at least two members, each of whom shall be a “non-employee
      director” as defined in Rule 16b-3 under the Exchange Act and an “outside
      director” as defined in Section 162(m) of the Code and the regulations
      thereunder, and, if applicable meet the independence requirements of the
      applicable stock exchange, quotation system or other self-regulatory
      organization on which the Shares are traded.

    


    2.9.
      “Company” means XL GENERATION INTERNATIONAL INC., a Nevada corporation, or any
      successor corporation.

    


    2.10.
      “Consultant” means an individual (other than an Employee or a Non-employee
      Director) who renders services to the Company or a Subsidiary, including an
      independent contractor or an advisor. 

    


    2.11.
      “Deferral Period” means the period of time during which Deferred Shares are
      subject to deferral limitations under Section 9.

    


    2.12.
      “Deferred Shares” means an Award pursuant to Section 9 of the right to receive
      Shares at the end of a specified Deferral Period.

    


    2.13.
      “Employee” means any person, including an officer, employed by the Company or a
      Subsidiary.

    


    
      
        
        

      

      
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                  XL
                    GENERATION INTERNATIONAL INC.

                	
                  2006
                    EQUITY INCENTIVE PLAN

                


        

      

       

       

    

    2.14.
      “Exchange Act” means the Securities Exchange Act of 1934, as amended from time
      to time, including rules thereunder and successor provisions and rules
      thereto.

    


    2.15.
      “Fair Market Value” means, on any given date, unless otherwise determined by the
      Committee, the closing sale prices reported as having occurred on the quotation
      system or other principal exchange or market on which the Shares are traded
      or
      listed on such date, or, if no sale was made on such date on such principal
      exchange or market, on the last proceeding day on which the Shares were traded
      or listed.

    


    2.16.
      “Grant Date” means the date specified by the Committee on which a grant of an
      Award shall become effective, which shall not be earlier than the date on which
      the Committee takes action with respect thereto.

    


    2.17.
      “Incentive Stock Option” means any Option which meets the requirements of
      Section 422 of the Code and which is designated as an Incentive Stock Option
      by
      the Committee. 

    


    2.18.
      “Non-employee Director” means a member of the Board who is not an
      Employee.

    


    2.19.
      “Nonqualified Stock Option” means an Option that is not intended to qualify as
      an Incentive Stock Option, and designated as a Nonqualified Stock Option by
      the
      Committee.

    


    2.20.
      “Option” means any option to purchase Shares granted under Section
      6.

    


    2.21.
      “Optionee” means the person so designated in an agreement evidencing an
      outstanding Option.

    


    2.22.
      “Option Price” means the purchase price payable upon the exercise of an
      Option.

    


    2.23.
      “Participant” means an Employee, Non-employee Director or Consultant who is
      selected by the Committee to receive Awards, provided that only Employees may
      receive grants of Incentive Stock Options.

    


    2.24.
      “Performance Objectives” means the performance objectives established in the
      sole discretion of the Committee for Participants who are eligible to receive
      Awards under the Plan. Performance Objectives may be described in terms of
      Company-wide objectives or objectives that are related to the performance of
      the
      individual Participant or the Subsidiary, division, department or function
      within the Company or Subsidiary in which the Participant is employed.
      Performance Objectives may be measured on an absolute, time or relative basis.
      Relative performance may be measured by a group of peer companies or by a
      financial market index. Any Performance Objectives applicable to a Qualified
      Performance-Based Award shall be limited to: specified levels of or increases
      in
      the Company’s, a division’s or a Subsidiary’s return on capital, equity or
      assets; earnings measures/ratios (on a gross, net, pre-tax or post-tax basis),
      including basic earnings per share, diluted earnings per share, total earnings,
      operating earnings, earnings growth, earnings before interest and taxes and
      earnings before interest, taxes, depreciation and amortization; net economic
      profit (which is operating earnings minus a charge to capital); net income;
      operating income; sales; sales growth; gross margin; direct margin; Share price
      (including but not limited to growth measures and total stockholder return);
      operating profit; per period or cumulative cash flow (including but not limited
      to operating cash flow and free cash flow) or cash flow return on investment
      (which equals net cash flow divided by total capital); inventory turns;
      financial return ratios; market share; balance sheet measurements such as
      receivable turnover; improvement in or attainment of expense levels; improvement
      in or attainment of working capital levels; debt reduction; strategic
      innovation; customer or employee satisfaction; individual objectives; and any
      combination of the foregoing. If the Committee determines that a change in
      the
      business, operations, corporate structure or capital structure of the Company,
      or the manner in which it conducts its business, or other events or
      circumstances render the Performance Objectives unsuitable, the Committee may
      modify such Performance Objectives or the related minimum acceptable level
      of
      achievement, in whole or in part, as the Committee deems appropriate and
      equitable.

    


    
      
        
        

      

      
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                  XL
                    GENERATION INTERNATIONAL INC.

                	
                  2006
                    EQUITY INCENTIVE PLAN

                


        

      

       

       

    

    2.25.
      “Performance Period” means a period of time established under Section 5 within
      which the Performance Objectives relating to Awards are to be achieved.


    


    2.26.
      “Performance Share” means a bookkeeping entry that records the equivalent of one
      Share awarded pursuant to Section 5.

    


    2.27.
      “Performance Unit” means a bookkeeping entry that records a unit equivalent to
      $1.00 awarded pursuant to Section 5.

    


    2.28.
      “Qualified Performance-Based Award” means an Award or portion of an Award that
      is intended to satisfy the requirements for “qualified performance-based
      compensation” under Code Section 162(m). The Committee shall designate any
      Qualified Performance-Based Award as such at the time of grant.

    


    2.29.
      “Restricted Shares” mean Shares granted under Section 8 subject to a substantial
      risk of forfeiture.

    


    2.30.
      “Shares” means shares of the Common Stock of the Company, $.001 par value, or
      any security into which Shares may be converted by reason of any transaction
      or
      event of the type referred to in Section 14.

    


    2.31.
      “Spread” means, in the case of a Stock Appreciation Right, the amount by which
      the Fair Market Value on the date when any such right is exercised exceeds
      the
      Base Price specified in such right.

    


    2.32.
      “Stock Appreciation Right” means a right granted under Section 7.

    


    2.33.
      “Subsidiary” means a corporation or other entity in which the Company owns or
      controls directly or indirectly at least 50 percent of the total combined voting
      power represented by all classes of stock issued by such corporation, or in
      the
      case of a non-corporate entity, at least 50% of the profits or capital interest
      in such entity, at the time of such grant.

    


    
      
        
        

      

      
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                  XL
                    GENERATION INTERNATIONAL INC.

                	
                  2006
                    EQUITY INCENTIVE PLAN

                


        

      

       

       

    

    3.
      Shares Available Under the Plan.

    


    3.1.
      Reserved Shares. Subject to adjustment as provided in Section 14, the maximum
      number of Shares that may be (a) issued upon the exercise of Options or Stock
      Appreciation Rights, (b) issued as Restricted Shares and released from
      substantial risk of forfeiture, or (c) issued in payment of Deferred Shares
      or
      Performance Shares, shall not in the aggregate exceed the
      following:

    


    2,000,000
      Shares.

    


    Such
      Shares may be Shares of original issuance, Shares held in Treasury, or Shares
      that have been reacquired by the Company. 

    


    In
      addition:

    


    (i)
      To
      the extent any Shares covered by an Award are not issued to a Participant (or,
      if applicable, his heir, legatee or permitted transferee) because the Award
      is
      forfeited or canceled, such Shares shall not be deemed to have been issued
      for
      purposes of determining the maximum number of Shares available for issuance
      under the Plan.

    


    (ii)
      Shares issued under the Plan in settlement, assumption or substitution of
      outstanding awards (or obligations to grant future awards) under the plans
      or
      arrangements of another entity shall not reduce the maximum number of Shares
      available for issuance under the Plan, to the extent that such settlement,
      assumption or substitution is a result of the Company acquiring another entity
      (or an interest in another entity). 

    


    3.2.
      Reduction Ratio. For purposes of Section 3.1, each Share issued pursuant to
      an
      Award other than an Option shall reduce the number of Shares available for
      issuance under the Plan by one Share. 

    


    3.3.
      ISO
      Maximum. In no event shall the number of Shares issued upon the exercise of
      Incentive Stock Options exceed 300,000 Shares, subject to adjustment as provided
      in Section 14, provided, however, nothing herein shall be construed to require
      that any such Shares be reserved for grant as Incentive Stock Options or that
      any Incentive Stock Options be issued under the Plan.

    


    3.4.
      Maximum Annual Award. No Participant my receive Awards (including
      performance-based Awards) representing more than 500,000 Shares underlying
      Option grants (or 250,000 Shares underlying any Award, except for Options)
      in
      any one fiscal year, subject to adjustment as provided in Section 14. The
      maximum Qualified Performance-Based Award that may be granted to a Participant
      in any one Performance Period is 250,000 Shares (subject to adjustment as
      provided in Section 14).

    


    4.
      Plan Administration.

    


    4.1.
      Committee Administration. This Plan shall be administered by the Committee.
      The
      interpretation and construction by the Committee of any provision of this Plan
      or of any Award Agreement and any determination by the Committee pursuant to
      any
      provision of this Plan or any such agreement, notification or document, shall
      be
      final and conclusive. No member of the Committee shall be liable to any person
      for any such action taken or determination, other than one made in bad faith.
      

    


    
      
        
        

      

      
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                  XL
                    GENERATION INTERNATIONAL INC.

                	
                  2006
                    EQUITY INCENTIVE PLAN

                


        

      

       

       

    

    4.2.
      Committee Powers. The Committee shall have full authority to interpret the
      Plan;
      to establish and amend rules and regulations relating to the Plan; to select
      the
      Participants and determine the type of Awards to be made to Participants, the
      number of shares subject to Awards and the terms, conditions, restrictions
      and
      limitations of Awards; and to make all other determinations as are necessary
      or
      advisable for the administration of the Plan.

    


    4.3.
      Committee Delegation. The Committee may delegate to one or more officers of
      the
      Company the authority to grant Awards to Participants who are not subject to
      the
      requirements of Section 16 of the Exchange Act or Section 162(m) of the Code
      and
      the rules and regulations thereunder, provided that the Committee shall have
      fixed the total number of Shares subject to such grants. Any such delegation
      shall be subject to the limitations of applicable laws of the State of Nevada.
      The Committee may revoke any such allocation or delegation at any time for
      any
      reason with or without prior notice.

    


    5.
      Performance Shares and Performance Units. 

    


    The
      Committee may authorize grants of Performance Shares and Performance Units,
      which shall vest and become payable to the Participant upon the achievement
      of
      specified Performance Objectives during a specified Performance Period, upon
      such terms and conditions as the Committee may determine in accordance with
      the
      following provisions:

    


    5.1.
      Terms and Conditions of Performance Share/Performance Unit Awards. Each grant
      shall specify the number of Performance Shares or Performance Units to which
      it
      pertains. The Performance Period with respect to each Performance Share or
      Performance Unit shall commence on the Grant Date and may be subject to earlier
      termination in the event of a Change in Control or other similar transaction
      or
      event. Each grant shall specify the Performance Objectives that are to be
      achieved by the Participant. Each grant may specify in respect of the specified
      Performance Objectives a minimum acceptable level of achievement below which
      no
      payment will be made and may set forth a formula for determining the amount
      of
      any payment to be made if performance is at or above such minimum acceptable
      level but falls short of the maximum achievement of the specified Performance
      Objectives.

    


    5.2.
      Payment of Performance Shares and Units. Each grant shall specify the time
      and
      manner of payment of Performance Shares or Performance Units that shall have
      been earned, and shall be paid by the Company in Shares.

    


    5.3.
      Maximum Payment. Subject to Section 3.4 of the Plan, any grant of Performance
      Shares may specify that the Shares payable with respect thereto may not exceed
      a
      maximum specified by the Committee on the Grant Date. Any grant of Performance
      Units may specify the number of Shares issued, with respect thereto may not
      exceed maximums specified by the Committee on the Grant Date.

    


    
      
        
        

      

      
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                  XL
                    GENERATION INTERNATIONAL INC.

                	
                  2006
                    EQUITY INCENTIVE PLAN

                


        

      

       

       

    

    5.4.
      Adjustment of Performance Objectives. The Committee may adjust Performance
      Objectives and the related minimum acceptable level of achievement if, in the
      sole judgment of the Committee, events or transactions have occurred after
      the
      Grant Date that are unrelated to the performance of the Participant and result
      in distortion of the Performance Objectives or the related minimum acceptable
      level of achievement. 

    


    5.5.
      Qualified Performance-Based Awards. In the case of a Qualified Performance-Based
      Award the following provisions shall apply in addition to, and where necessary,
      in lieu of other provisions of the Plan, including the provisions of Sections
      5.1 through 5.4:

    


    (i)
      Only
      Employees who are “Covered Employees” within the meaning of Section 162(m) of
      the Code shall be eligible to receive Qualified Performance-Based Awards. The
      Committee shall designate in its sole discretion which Covered Employees will
      be
      Participants for a Performance Period within the earlier of the (a) first 90
      days of a Performance Period and (b) the lapse of 25% of the Performance
      Period.

    


    (ii)
      The
      Committee shall establish in writing within the earlier of the (a) first 90
      days
      of a Performance Period and (b) the lapse of 25% of the Performance Period,
      and
      in any event, while the outcome is substantially uncertain, (x) Performance
      Objectives for the Performance Period, and (y) in respect of such Performance
      Objectives, a minimum acceptable level of achievement below which no Award
      will
      be made, and an objective formula or other method for determining the Award
      to
      be made if performance is at or above such minimum acceptable level but falls
      short of the maximum achievement of the specified Performance
      Objectives.

    


    (iii)
      Following the completion of a Performance Period, the Committee shall review
      and
      certify in writing whether, and to what extent, the Performance Objectives
      for
      the Performance Period have been achieved and, if so, to also calculate and
      certify in writing the amount of the Qualified Performance- Based Awards earned
      for the period based upon the Performance Objectives and the related formulas
      or
      methods as determined pursuant to Section 5.5(ii). The Committee shall then
      determine the actual number of Shares issuable under each Participant’s Award
      for the Performance Period, and, in doing so, may reduce or eliminate, unless
      otherwise and/or to the extent provided in the Award Agreement, the amount
      of
      the Award. In no event shall the Committee have the authority to increase Award
      amounts to any Covered Employee.

    


    (iv)
      Subject to Section 20.2, Awards granted for a Performance Period shall be made
      to Participants within a reasonable time after completion of the certification
      described in Section 5.5(iii).

    


    5.6.
      Other Awards. Any grant of an Award under Sections 6, 7, 8 or 9, and/or the
      vesting or exercise thereof, may be further conditioned upon the attainment
      of
      Performance Objectives established by the Committee in accordance with the
      applicable provisions of this Section 5 regarding Performance Shares and
      Performance Units.

    


    
      
        
        

      

      
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                  XL
                    GENERATION INTERNATIONAL INC.

                	
                  2006
                    EQUITY INCENTIVE PLAN

                


        

      

       

       

    

    6.
      Options. 

    


    The
      Committee may from time to time authorize grants of Options to Participants
      upon
      such terms and conditions as the Committee may determine in accordance with
      the
      following provisions:

    


    6.1.
      Number of Shares. Each grant shall specify the number of Shares to which it
      pertains. 

    


    6.2.
      Option Price. Each grant shall specify an Option Price per Share, which shall
      be
      equal to or greater than the Fair Market Value per Share on the Grant Date;
      provided that in the case of any Incentive Stock Option granted to a person
      who
      on any given date owns, either directly or indirectly (taking into account
      the
      attribution rules contained in Section 424(d) of the Code), stock possessing
      more than 10 percent of the total combined voting power of all classes of stock
      of the Company or any Subsidiary, the Option Price shall not be less than 110%
      of the Fair Market Value of a Share on the date of grant.

    


    6.3.
      Consideration. Each grant shall specify the form of consideration to be paid
      in
      satisfaction of the Option Price and the manner of payment of such
      consideration, which may include (i) cash in the form of currency or check
      or
      other cash equivalent, in each such case as is acceptable to the Company, (ii)
      subject to approval by the Committee, non-forfeitable, unrestricted Shares
      owned
      by the Optionee, (iii) any other legal consideration that the Committee may
      deem
      appropriate, including without limitation any form of consideration authorized
      under Section 6.4 and (iv) any other cashless exercise, in each case on such
      basis as the Committee may determine at its sole discretion in accordance with
      each such grant and this Plan, or (v) any combination of the
      foregoing.

    


    6.4.
      Payment of Option Price in Restricted Shares. On or after the Grant Date of
      any
      Option other than an Incentive Stock Option, the Committee may determine that
      payment of the Option Price may also be made in whole or in part in the form
      of
      Restricted Shares or other Shares that are subject to risk of forfeiture or
      restrictions on transfer. Unless otherwise determined by the Committee, whenever
      any Option Price is paid in whole or in part by means of any of the forms of
      consideration specified in this Section 6.4, the Shares received by the Optionee
      upon the exercise of the Options shall be subject to the same risks of
      forfeiture or restrictions on transfer as those that applied to the
      consideration surrendered by the Optionee, provided that such risks of
      forfeiture and restrictions on transfer shall apply only to the same number
      of
      Shares received by the Optionee as applied to the forfeitable or restricted
      Shares surrendered by the Optionee.

    


    6.5.
      Broker Assisted Exercise. To the extent such program is permitted by the Company
      and permitted by applicable law, rule or regulations, the Option Price may
      be
      satisfied from the proceeds of a sale through a bank or broker on the date
      of
      exercise of some or all of the Shares to which the exercise relates pursuant
      to
      a broker assisted exercise program provided by such bank or broker.

    


    6.6.
      Exercise Period. No Option granted may be exercised more than ten years after
      the Grant Date; provided that in the case of any Incentive Stock Option granted
      to a person who on any given date owns, either directly or indirectly (taking
      into account the attribution rules contained in Section 424(d) of the Code),
      stock possessing more than 10 percent of the total combined voting power of
      all
      classes of stock of the Company or any Subsidiary, such Option shall be
      exercised within five years after the Grant Date.

    


    
      
        
        

      

      
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    6.7.
      Disqualifying Dispositions of ISOs. Each Participant awarded an Incentive Stock
      Option under the Plan shall notify the Company in writing immediately after
      the
      date he or she makes a disqualifying disposition (as defined in Section 421(b)
      of the Code) of any Shares acquired pursuant to the exercise of such Incentive
      Stock Option. The Company may, if determined by the Committee and in accordance
      with procedures established by it, retain possession of any Shares acquired
      pursuant to the exercise of an Incentive Stock Option as agent for the
      applicable Participant until the end of the period described in the preceding
      sentence, subject to complying with any instructions from such Participant
      as to
      the sale of such Shares.

    


    7.
      Stock Appreciation Rights. 

    


    The
      Committee may also authorize grants to Participants of Stock Appreciation
      Rights. A Stock Appreciation Right is the right of the Participant to receive
      from the Company an amount, which, shall be determined by the Committee and
      shall be expressed as a percentage (not exceeding 100 percent) of the Spread
      at
      the time of the exercise of such right. Any grant of Stock Appreciation Rights
      shall be upon such terms and conditions as the Committee may determine in
      accordance with the following provisions:

    


    7.1.
      Payment in Shares. Any amount payable upon the exercise of a Stock Appreciation
      Right shall be paid by the Company in Shares. Any grant may specify that the
      Shares payable upon the exercise of a Stock Appreciation Right shall not exceed
      a maximum specified by the Committee on the Grant Date.

    


    7.2.
      Exercise Period. Any grant may specify (a) a waiting period or periods before
      Stock Appreciation Rights shall become exercisable and (b) permissible dates
      or
      periods on or during which Stock Appreciation Rights shall be exercisable;
      provided that no Stock Appreciation Right granted may be exercised more than
      ten
      years after the Grant Date. A grant may specify that a Stock Appreciation Right
      may be exercised only in the event of a Change in Control or other similar
      transaction or event. 

    


    7.3.
      Base
      Price. Each grant shall specify in respect of each Stock Appreciation Right
      a
      Base Price per Share, which shall be equal to or greater than the Fair Market
      Value on the Grant Date.

    


    7.4.
      Deemed Exercise. The Committee may provide that a Stock Appreciation Right
      shall
      be deemed to be exercised at the close of business on the scheduled expiration
      date of such Stock Appreciation Right if at such time the Stock Appreciation
      Right by its terms remains exercisable and, if so exercised, would result in
      a
      payment of Shares to the holder of such Stock Appreciation Right.

    


    
      
        
        

      

      
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    8.
      Restricted Shares. 

    


    The
      Committee may also authorize grants to Participants of Restricted Shares upon
      such terms and conditions as the Committee may determine in accordance with
      the
      following provisions:

    


    8.1.
      Transfer of Shares. Each grant shall constitute an immediate transfer of the
      ownership of Shares to the Participant in consideration of the performance
      of
      services, subject to the substantial risk of forfeiture and restrictions on
      transfer referred to in Section 10. Each grant may be made without additional
      consideration from the Participant or in consideration of a payment by the
      Participant that is less than the Fair Market Value on the Grant
      Date.

    


    8.2.
      Dividends. Any grant may require that any or all dividends or other
      distributions paid on the Restricted Shares during the period of such
      restrictions be reinvested in additional Shares or held in cash, which
      additional Shares or cash, as the case may be, may be subject to the same
      restrictions as the underlying Award or such other restrictions as the Committee
      may determine. 

    


    9.
      Deferred Shares. 

    


    The
      Committee may authorize grants of Deferred Shares to Participants upon such
      terms and conditions as the Committee may determine in accordance with the
      following provisions:

    


    9.1.
      Deferred Transfer of Shares. Each grant shall constitute the agreement by the
      Company to issue or transfer Shares to the Participant in the future in
      consideration of the performance of services, subject to the fulfillment during
      the Deferral Period of such conditions as the Committee may
      specify.

    


    9.2.
      Consideration. Each grant may be made without additional consideration from
      the
      Participant or in consideration of a payment by the Participant that is less
      than the Fair Market Value on the Grant Date.

    


    10.
      Vesting.

    


    10.1.
      In
      General. Each grant of Options and Stock Appreciation Rights shall specify
      the
      period of continuous employment by the Company or any Subsidiary, or service
      to
      the Company or any Subsidiary (and in the case of a Non-employee Director,
      service on the Board), of the Participant that is necessary before such Options
      or Stock Appreciation Rights, or installments thereof, shall become exercisable.
      Each grant of Restricted Shares shall specify the period during which such
      Restricted Shares shall be subject to a “substantial risk of forfeiture” within
      the meaning of Code Section 83, and each grant of Deferred Shares shall specify
      the Deferral Period to which such Deferred Shares shall be subject. Each grant
      of such Award may provide for the earlier exercise of rights, termination of
      a
      risk of forfeiture or termination of a Deferral Period in the event of a Change
      in Control or similar transaction or event. 

    


    10.2.
      Restrictions on Transfer of Restricted Shares. Each grant of Restricted Shares
      shall provide that, during the period for which a substantial risk of forfeiture
      is to continue, the transferability of the Restricted Shares shall be prohibited
      or restricted in the manner and to the extent prescribed by the Committee on
      the
      Grant Date. Such restrictions may include, without limitation, rights of
      repurchase or first refusal in the Company or provisions subjecting the
      Restricted Shares to a continuing substantial risk of forfeiture in the hands
      of
      any transferee.

    


    
      
        
        

      

      
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    11.
      Dividends and Other Ownership Rights.

    


    11.1.
      Restricted Shares. Unless otherwise determined by the Committee, an Award of
      Restricted Shares shall entitle the Participant to dividend, voting and other
      ownership rights during the period for which a substantial risk of forfeiture
      is
      to continue.

    


    11.2.
      Deferred Shares. Unless otherwise determined by the Committee, during the
      Deferral Period, the Participant shall not have any right to transfer any rights
      under an Award of Deferred Shares, shall not have any rights of ownership in
      the
      Deferred Shares and shall not have any right to vote such Shares.

    


    12.
      Transferability.

    


    12.1.
      Transfer Restrictions. Except as provided in Section 12.2, no Award granted
      shall be transferable by a Participant other than by will or the laws of descent
      and distribution, and Options and Stock Appreciation Rights shall be exercisable
      during a Participant’s lifetime only by the Participant or, in the event of the
      Participant’s legal incapacity, by his or her guardian or legal representative
      acting in a fiduciary capacity on behalf of the Participant under state law.
      Any
      attempt to transfer an Award in violation of this Plan shall render such Award
      null and void.

    


    12.2.
      Limited Transfer Rights. The Committee may expressly provide in an Award
      Agreement (or an amendment to an Award Agreement) that a Participant may
      transfer such Award (other than an Incentive Stock Option), in whole or in
      part,
      to a spouse or lineal descendant (a “Family Member”), a trust for the exclusive
      benefit of Family Members, a partnership or other entity in which all the
      beneficial owners are Family Members, or any other entity affiliated with the
      Participant that may be approved by the Committee. Subsequent transfers of
      Awards shall be prohibited except in accordance with this Section 12.2. All
      terms and conditions of the Award, including without limitation provisions
      relating to termination of the Participant’s employment or service with the
      Company or a Subsidiary, shall continue to apply following a transfer made
      in
      accordance with this Section 12.2. In order for a transfer to be effective,
      a
      Participant must agree in writing prior to the transfer on a form provided
      by
      the Company to pay any and all payroll and withholding taxes due upon exercise
      of the transferred Option. In addition, prior to the exercise of a transferred
      Option by a transferee, arrangements must be made by the Participant with the
      Company for the payment of all payroll and withholding taxes. Finally, the
      Company shall be under no obligation to provide a transferee with any notice
      regarding the transferred Awards held by the transferee upon forfeiture or
      any
      other circumstance.

    


    12.3.
      Restrictions on Transfer. Any Award granted may provide that all or any part
      of
      the Shares that are (a) to be issued or transferred by the Company upon the
      exercise of Options or Stock Appreciation Rights, upon termination of the
      Deferral Period applicable to Deferred Shares or upon payment under any grant
      of
      Performance Shares or Performance Units, or (b) no longer subject to the
      substantial risk of forfeiture and restrictions on transfer referred to in
      Section 10, shall be subject to further restrictions upon transfer, including
      restrictions relating to any minimum Share ownership requirements imposed by
      the
      Company with respect to a Participant.

    


    
      
        
        

      

      
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    13.
      Award Agreement. 

    


    Each
      grant under the Plan shall be evidenced by an Award Agreement, which shall
      describe the subject Award, state that the Award is subject to all of the terms
      and conditions of this Plan and contain such other terms and provisions as
      the
      Committee may determine consistent with this Plan.

    


    14.
      Adjustments. 

    


    The
      Committee shall make or provide for appropriate adjustments in the (a) number
      of
      Shares covered by outstanding Options, Stock Appreciation Rights, Deferred
      Shares, Restricted Shares and Performance Shares granted hereunder, (b) prices
      per Share applicable to such Options and Stock Appreciation Rights, and (c)
      kind
      of Shares covered thereby (including Shares of another issuer), as the Committee
      in its sole discretion may in good faith determine to be equitably required
      in
      order to prevent dilution or enlargement of the rights of Participants that
      otherwise would result from (x) any stock dividend, stock split, combination
      or
      exchange of Shares, recapitalization or other change in the capital structure
      of
      the Company, (y) any merger, consolidation, spin-off, spin-out, split-off,
      split-up, reorganization, partial or complete liquidation or other distribution
      of assets (other than a normal cash dividend), issuance of rights or warrants
      to
      purchase securities, or (z) any other corporate transaction or event having
      an
      effect similar to any of the foregoing. Moreover, in the event of any such
      transaction or event, the Committee may provide in substitution for any or
      all
      outstanding Awards such alternative consideration as it may in good faith
      determine to be equitable under the circumstances and may require in connection
      therewith the surrender of all Awards so replaced. The Committee may also make
      or provide for such adjustments in each of the limitations specified in Section
      3 as the Committee in its sole discretion may in good faith determine to be
      appropriate in order to reflect any transaction or event described in this
      Section 14. The Company shall give each Participant notice of an adjustment
      hereunder and, upon notice, such adjustment shall be conclusive and binding
      for
      all purposes.

    


    15.
      Fractional Shares.

    


    The
      Company shall not be required to issue any fractional Shares pursuant to this
      Plan. The Committee may provide for the elimination of fractions or for the
      settlement thereof in cash.

    


    16.
      Withholding Taxes.

    


    The
      Company shall be entitled to deduct from any payment under the Plan, regardless
      of the form of such payment, the amount of all applicable income and employment
      taxes required by law to be withheld with respect to such payment or may require
      the Participant to pay to it such tax prior to and as a condition of the making
      of such payment. In accordance with any applicable administrative guidelines
      it
      establishes, the Committee may allow a Participant to pay the amount of taxes
      required by law to be withheld from an Award by withholding from any payment
      of
      Shares due as a result of such Award, or by permitting the Participant to
      deliver to the Company Shares having a Fair Market Value, as determined by
      the
      Committee, equal to the minimum amount of such required withholding taxes.
      

    


    
      
        
        

      

      
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    17.
      Certain Terminations of Employment, Hardship and Approved Leaves of
      Absence. 

    


    In
      the
      event of termination of employment by reason of death, disability, normal
      retirement, early retirement with the consent of the Committee, other
      termination of employment or a leave of absence that is approved by the
      Committee, or in the event of hardship or other special circumstances that
      are
      approved by the Committee, of a Participant who holds an Option or Stock
      Appreciation Right that is not immediately and fully exercisable, any Restricted
      Shares as to which the substantial risk of forfeiture or the prohibition or
      restriction on transfer has not lapsed, any Deferred Shares as to which the
      Deferral Period is not complete, any Performance Shares or Performance Units
      that have not been fully earned, or any Shares that are subject to any transfer
      restriction pursuant to Section 12.3, the Committee may, in its sole discretion,
      take any action that it deems to be equitable under the circumstances or in
      the
      best interests of the Company, including without limitation waiving or modifying
      any limitation or requirement with respect to any Award and providing for
      post-termination exercise periods with respect to any Option or Stock
      Appreciation Right.

    


    18.
      Termination for Cause. 

    


    A
      Participant who is terminated for Cause shall, unless otherwise determined
      by
      the Committee, immediately forfeit, effective as of the date the Participant
      engages in such conduct, all unexercised, unearned, and/or unpaid Awards,
      including, but not by way of limitation, Awards earned but not yet paid or
      exercised, all unpaid dividends and all interest, if any, accrued on the
      foregoing.

    


    19.
      Foreign Participants. 

    


    In
      order
      to facilitate the making of any grant or combination of grants under this Plan,
      the Committee may provide for such special terms for Awards to Participants
      who
      are foreign nationals, or who are employed by or perform services for the
      Company or any Subsidiary outside of the United States of America, as the
      Committee may consider necessary or appropriate to accommodate differences
      in
      local law, tax policy or custom. Moreover, the Committee may approve such
      supplements to, or amendments, restatements or alternative versions of, this
      Plan as it may consider necessary or appropriate for such purposes without
      thereby affecting the terms of this Plan as in effect for any other
      purpose.

    


    20.
      Amendments and Other Matters.

    


    20.1.
      Plan Amendments. This Plan may be amended from time to time by the Board, but
      no
      such amendment shall: (a) increase any of the limitations specified in Section
      3, other than to reflect an adjustment made in accordance with Section 14,
      (b)
      change the class of persons eligible to receive grants of Awards or the types
      of
      Awards available under the Plan, or (c) increase the benefits to Participants
      under the Plan, in any such case without the further approval of the
      stockholders of the Company. The Board will also condition any amendment on
      the
      approval of the stockholders of the Company if such approval is necessary with
      respect to the applicable listing or other requirements of a national securities
      exchange or other applicable laws, policies or regulations, and the Board may
      condition any amendment on the approval of the stockholders of the Company
      if
      such approval is deemed advisable to comply with such requirements.

    


    
      
        
        

      

      
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    20.2.
      Award Deferrals. An Award Agreement may provide that payment of any Award,
      dividend, or any portion thereof, may be deferred by a Participant until such
      time as the Committee may establish. All such deferrals shall be accomplished
      by
      the delivery of a written, irrevocable election by the Participant prior to
      the
      time established by the Committee for such purpose, on a form provided by the
      Company. Deferred Awards may also be credited with interest, at such rates
      to be
      determined by the Committee.

    


    20.3.
      Conditional Awards. The Committee may condition the grant of any Award or
      combination of Awards on the surrender or deferral by the Participant of his
      or
      her right to receive a cash bonus or other compensation otherwise payable by
      the
      Company or any Subsidiary to the Participant. 

    


    20.4.
      Repricing Prohibited. No Award may be repriced, replaced, regranted through
      cancellation, or modified, directly or indirectly, without the approval of
      the
      stockholders of the Company, provided that nothing herein shall prevent the
      Committee from taking any action provided for in Section 14.

    


    20.5.
      Amendments to Awards. Subject to the requirements of Section 20.4, the Committee
      may at any time unilaterally amend any unexercised, unearned, or unpaid Award,
      including, but not by way of limitation, Awards earned but not yet paid, to
      the
      extent it deems appropriate (including for the purposes of compliance with
      local
      laws and regulations or to avoid costly government filings); provided, however,
      that except to the extent that the Committee determines that an amendment is
      necessary to avoid a penalty tax under Section 409A of the Code, any such
      amendment which, in the opinion of the Committee, is adverse to the Participant
      shall require the Participant’s consent.

    


    20.6.
      No
      Employment Right. This Plan shall not confer upon any Participant any right
      with
      respect to continuance of employment or other service with the Company or any
      Subsidiary and shall not interfere in any way with any right that the Company
      or
      any Subsidiary would otherwise have to terminate any Participant’s employment or
      other service at any time.

    


    20.7.
      Compliance with Section 409A of the Code. Notwithstanding any other provision
      of
      the Plan to the contrary, (a) to the extent that any payment of or in connection
      with an Award constitutes a payment under a “non-qualified deferred compensation
      plan,” as defined in Section 409A of the Code, such payment shall be made in
      compliance with Section 409A of the Code and (b) any adjustment of Shares or
      prices per Share or substitution of Awards pursuant to Section 14 and any
      modification of Awards pursuant to Section 17 shall not cause the affected
      Award
      to violate the requirements of Section 409A of the Code.

    


    
      
        
        

      

      
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    21.
      Change in Control. 

    


    Except
      as
      otherwise provided at the time of grant in an Award Agreement relating to a
      particular Award and subject to the requirements of Section 14, if a Change
      in
      Control occurs, then:

    


    21.1.
      The
      Participant’s Restricted Shares, Deferred Shares, Performance Shares,
      Performance Units or other Share-based Awards that were forfeitable shall,
      unless otherwise determined by the Committee prior to the occurrence of the
      Change in Control, become nonforfeitable and, to the extent applicable, shall
      be
      converted into Shares.

    


    21.2.
      Any
      unexercised Option or Stock Appreciation Right, whether or not exercisable
      on
      the date of such Change in Control, shall thereupon be fully exercisable and
      may
      be exercised, in whole or in part.

    


    21.3.
      Notwithstanding Sections 21.1 and 21.2, in the event of a Change in Control,
      the
      Committee may in its discretion cancel any outstanding Awards and (a) pay to
      the
      holders thereof, in cash or stock, or any combination thereof, the value of
      such
      Awards based upon the price per share of Stock received or to be received by
      other stockholders of the Company in the event or (b) arrange for fully vested
      substitute awards to be granted to the holders thereof, denominated in the
      equity of the acquirer or an affiliate thereof, provided such substitute awards
      substantially preserve the value of the substituted Awards. 

    


    21.4.
      If
      a Change in Control occurs during the term of one or more Performance Periods
      for which the Committee has granted performance-based Awards pursuant to the
      provisions of Section 5, the term of each such Performance Period (hereinafter
      a
“current Performance Period”) shall immediately terminate upon the occurrence of
      such Change in Control. Upon a Change in Control, for each current Performance
      Period and each completed Performance Period for which the Committee has not
      on
      or before such date made a determination as to whether and to what degree the
      Performance Objectives for such period have been attained (hereinafter a
“completed Performance Period”), it shall be assumed that the Performance
      Objectives have been attained at a level of one hundred percent (100%) or the
      equivalent thereof. A Participant in one or more current Performance Periods
      shall be considered to have earned and, therefore, be entitled to receive,
      a
      prorated portion of the Award previously granted to him for each such current
      Performance Period. Such prorated portion shall be determined by multiplying
      the
      number of Performance Shares or Performance Units (or other performance-based
      Awards), as the case may be, granted to the Participant by a fraction, the
      numerator of which is the total number of days that have elapsed since the
      beginning of the current Performance Period, and the denominator of which is
      the
      total number of days in such current Performance Period. A Participant in one
      or
      more completed Performance Periods shall be considered to have earned and,
      therefore, be entitled to receive all the Performance Shares or Performance
      Units (or other performance-based Awards), as the case may be, previously
      granted to him during each such completed Performance Period.

    


    21.5.
      Unless otherwise provided by the Committee, at any time, upon a Change in
      Control, any Awards deferred by a Participant under Section 20.2, but for which
      he or she has not received payment as of such date, shall be paid by the 90th
      day following the Change in Control.

    


    
      
        
        

      

      
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    22.
      Effective Date.

    


    This
      Plan
      shall become effective upon adoption by the Board of Directors. The grant of
      Incentive Stock Options under the Plan shall be subject to approval by the
      stockholders of the Company within twelve (12) months before or after the date
      the Plan is adopted excluding Incentive Stock Options issued in substitution
      for
      outstanding Incentive Stock Options pursuant to Section 424(a) of the Code.
      Such
      stockholder approval shall be obtained in the degree and manner required under
      Applicable Laws. The Administrator may grant Incentive Stock Options under
      the
      Plan prior to approval by the stockholders, but until such approval is obtained,
      no such Incentive Stock Option shall be exercisable. In the event that
      stockholder approval is not obtained within the twelve (12) month period
      provided above, all Incentive Stock Options previously granted under the Plan
      shall be exercisable as Non-Qualified Stock Options.

    


    23.
      Termination. 

    


    This
      Plan
      shall terminate on the tenth anniversary of the date upon which it is approved
      by the stockholders of the Company, and no Award shall be granted after that
      date.

    


    24.
      Arbitration of Disputes. 

    


    Any
      and
      all disputes arising out of or relating to the Plan or any Award Agreement
      (or
      breach thereof) shall be resolved exclusively through binding arbitration in
      the
      State of New York in accordance with the rules of the American Arbitration
      Association then in effect.

    


    25.
      Regulatory Approvals and Listings. 

    


    Notwithstanding
      anything contained in this Plan to the contrary, the Company shall have no
      obligation to issue or deliver certificates of Shares evidencing Awards or
      any
      other Award resulting in the payment of Shares prior to (i) the obtaining of
      any
      approval from any governmental agency which the Company shall, in its sole
      discretion, determine to be necessary or advisable, (ii) the admission of such
      Shares to listing on the stock exchange or market on which the Shares may be
      listed, and (iii) the completion of any registration or other qualification
      of
      said Shares under any state or federal law or ruling of any governmental body
      which the Company shall, in its sole discretion, determine to be necessary
      or
      advisable. The Committee may, from time to time, impose additional restrictions
      upon an Award, including but not limited to, restrictions regarding tax
      withholdings and restrictions regarding the Participant’s ability to exercise
      Awards under the Company’s broker-assisted stock option exercise
      program.

    


    26.
      No Right, Title, or Interest in Company Assets. 

    


    No
      Participant shall have any rights as a stockholder of the Company as a result
      of
      participation in the Plan until the date of issuance of a stock certificate
      in
      his or her name, and, in the case of Restricted Shares, such rights are granted
      to the Participant under the Plan. To the extent any person acquires a right
      to
      receive payments from the Company under the Plan, such rights shall be no
      greater than the rights of an unsecured creditor of the Company and the
      Participant shall not have any rights in or against any specific assets of
      the
      Company. All of the Awards granted under the Plan shall be
      unfunded.

    


    
      
        
        

      

      
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    27.
      No Guarantee of Tax Consequences. 

    


    Notwithstanding
      any other provision of the Plan, no person connected with the Plan in any
      capacity, including, but not limited to, the Company and its directors,
      officers, agents and employees, makes any representation, commitment, or
      guarantee that any tax treatment, including, but not limited to, federal, state
      and local income, estate and gift tax treatment, will be applicable with respect
      to the tax treatment of any Award, any amounts deferred under the Plan, or
      paid
      to or for the benefit of a Participant under the Plan, or that such tax
      treatment will apply to or be available to a Participant on account of
      participation in the Plan, or that any of the foregoing amounts will not be
      subject to the 20% penalty tax and interest under Section 409A of the
      Code.

    


    28.
      Governing Law. 

    


    The
      validity, construction and effect of this Plan and any Award hereunder will
      be
      determined in accordance with the laws of the State of Nevada.

    


    #     #     #

    


    
      
        
        

      

      
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