Exhibit 10.39

                         TOUCHSTONE RESOURCES USA, INC.

                            2005 STOCK INCENTIVE PLAN

Section 1. General Purpose of the Plan; Definitions. The purpose of the Plan is
to provide officers, employees, directors and consultants of Touchstone
Resources USA, Inc. (the "Company") and other members of the Participating
Company Group the opportunity to receive stock options, stock appreciation
rights, and stock awards and thereby acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in
the Company's welfare will assure a closer identification of their interests
with those of the Company's stockholders, thereby encouraging the participants
to contribute materially to the growth and development of the Company and
strengthening their desire to remain with the Company.

      The following terms shall be defined as set forth below:

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

      "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, SARs, and Stock Awards.

      "Award Agreement" means any written or electronic instrument that
establishes the terms, conditions, restrictions, and/or limitations applicable
to an Award in addition to those established by this Plan and by the Plan
Administrator's exercise of its administrative powers.

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

      "Cause" means (a) with respect to an individual who is party to a written
agreement with a Participating Company which contains a definition of "cause" or
"for cause" or words of similar import for purposes of termination of Service
thereunder by the Participating Company, "cause" or "for cause" as defined in
such agreement; (b) in all other cases (i) any violation of a law, rule or
regulation other than minor traffic violations, including without limitation,
any violation of the Foreign Corrupt Practices Act; (ii) a breach of fiduciary
duty for personal profit; (iii) fraud, dishonesty or other acts of misconduct in
the rendering of services on behalf of the Company or relating to the employee's
employment; (iv) misconduct by the employee which would cause the Company to
violate any state or federal law relating to sexual harassment or age, sex or
other prohibited discrimination or any violation of written policy of the
Company or any successor entity adopted in respect to such law; (v) failure to
follow Company work rules or the lawful instructions (written or otherwise) of
the Board of Directors of the Company or a responsible executive to whom the
employee directly or indirectly reports, provided compliance with such directive
was reasonably within the scope of the employee's duties and the employee was
given notice that his or her conduct could give rise to termination and such
conduct is not, or could not be cured, within ten (10) days thereafter; or (vi)
any violation of a confidentiality or non-competition agreement or patent
assignment agreement or any agreement relating to the Company's protection of
intellectual property rights.

      "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

      "Effective Date" means the date on which the Plan is approved by the Board
as set forth in Section 20.

      "Fair Market Value" of the Stock on any given date means (i) if the Stock
is listed on any established stock exchange or a national market system,
including without limitation the National Market or SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; (ii) if the Stock is regularly traded on the
Nasdaq OTC Bulletin Board Service, or a comparable automated quotation system,
its Fair Market Value shall be the mean between the high bid and low asked
prices for the Stock on the last market trading day prior to the day of
determination; or (iii) in the absence of an established market for the Stock,
the Fair Market Value thereof shall be determined in good faith by the Plan
Administrator.


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      "Incentive Stock Option" means any Stock Option designated and qualified
as an "incentive stock option" as defined in Section 422 of the Code.

      "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

      "Option" or "Stock Option" means any Option to purchase shares of Stock
granted pursuant to Section 6.

      "Option Period" means the period commencing on the grant date of an Option
and ending on the last day of the term of such Option as established pursuant to
Section 8.2.

      "Participating Company" means the Company or any Subsidiary Corporation or
any other member of the Participating Company Group.

      "Participating Company Group" means, at any point in time, any
Participating Company or all corporations collectively which are then
Participating Companies.

      "Performance Goal" means with respect to a Performance Measure selected by
the Plan Administrator, the specific target that must be met before a Stock
Award subject to section 162(m) of the Code will be payable to the recipient of
the Award.

      "Performance Measure" means each of the business criteria the Company may
use in establishing a Performance Goal. For purposes of the Plan, Performance
Measures are economic, value-added parameters such as earnings per share, share
price, net income, cash flows, reserve additions or replacements, production
volume, finding and operating costs, drilling results, acquisitions and
divestitures, risk management activities, return on equity, and/or total or
comparative shareholder return.

      "Performance Period" means the period established by the Plan
Administrator at the time any Award is granted or at any time thereafter over
which a Performance Goal specified by the Plan Administrator with respect to
such Award will be measured.

      "SAR Price" means the Fair Market Value of each share of Stock covered by
an SAR, determined on the date the SAR is granted.

      "Service" means a participant's employment or service with any member of
the Participating Company Group, whether in the capacity of an employee,
officer, director or a consultant. The participant's Service shall not be deemed
to have terminated merely because of a change in the Participating Company for
which the participant renders such Service, provided that there is no
interruption or termination of the participant's Service. Furthermore, a
participant's Service with the Participating Company Group shall not be deemed
to have terminated if the participant takes any military leave, sick leave, or
other bona fide leave of absence approved by a Participating Company; provided,
however, that if any such leave exceeds ninety (90) days, on the ninety-first
(91st) day of such leave the participant's Service shall be deemed to have
terminated unless the participant's right to return to Service with the
Participating Company is guaranteed by statute or contract.

      "Stock" means the Common Stock, par value $.001 per share, of the Company,
subject to adjustments pursuant to Section 13.

      "Stock Appreciation Right" or "SAR" means the right to receive a payment,
in cash and/or Stock, equal to the excess of the Fair Market Value of a
specified number of shares of Stock on the date the SAR is exercised over the
SAR Price for such shares.


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      "Stock Award" means any award granted pursuant to Section 11.

      "Subsidiary" means any, whether now or hereafter existing, corporation or
other entity (other than the Company) in any unbroken chain of corporations or
other entities, beginning with the Company, if each of the corporations or
entities owns stock or other interests possessing 50% or more of the economic
interest or the total combined voting power of all classes of stock or other
interests in one of the other corporations or entities in the chain, whether now
or hereafter existing.

Section 2. Administration. The Plan shall be administered by the full Board or a
committee designated by the Board which will consist of not less than two
members of the Board who meet the definition of "Non-Employee Directors" within
the meaning of Rule 16b-3(a)(3) promulgated under the Act and who also meet the
definition of "Outside Director" within the meaning of Section 162(m) of the
Code (the "Plan Administrator"). Subject to the provisions of the Plan, the Plan
Administrator is authorized:

            (a)   to construe the Plan and any Award under the Plan;

            (b)   to select the directors, officers, employees and consultants
                  of any Participating Company to whom Awards may be granted;

            (c)   to determine the number of shares of Stock to be covered by
                  any Award;

            (d)   to determine and modify from time to time the terms and
                  conditions, including restrictions, of any Award and to
                  approve the form of written instrument evidencing Awards;

            (e)   to accelerate at any time the exercisability or vesting of all
                  or any portion of any Award and/or to include provisions in
                  Awards providing for such acceleration;

            (f)   to impose limitations on Awards, including limitations on
                  transfer and repurchase provisions;

            (g)   to extend the exercise period within which Stock Options or
                  SARs may be exercised;

            (h)   to determine at any time whether, to what extent, and under
                  what circumstances Stock and other amounts payable with
                  respect to an Award shall be deferred either automatically or
                  at the election of the participant and whether and to what
                  extent the Company shall pay or credit amounts constituting
                  interest (at rates determined by the Plan Administrator) or
                  dividends or deemed dividends on such deferrals;

            (i)   in connection with a Stock Option or an SAR granted and
                  administered in a manner designed to preserve the
                  deductibility of the resulting compensation in accordance with
                  section 162(m) of the Code, to ensure that the exercise price
                  of such Stock Option or SAR is not less than the Fair Market
                  Value of the Stock on the date the Stock Option or the SAR is
                  granted; and

            (j)   in connection with a Stock Award granted and administered in a
                  manner designed to preserve the deductibility of the resulting
                  compensation in accordance with section 162(m) of the Code,
                  to:

                  (i)   select the Performance Measure that will be applicable
                        to the Stock Award;

                  (ii)  establish the Performance Period over which the
                        Performance Measure will be evaluated;


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                  (iii) with respect to the Performance Measure selected,
                        establish in writing (i) not later than the earlier of
                        (A) 90 days after the commencement of the relevant
                        Performance Period, and (B) the date as of which 25% of
                        the Performance Period has elapsed, and (ii) while the
                        outcome of the Performance Measure is substantially
                        uncertain, the objectively determinable, specific target
                        that must be met for the Performance Period before the
                        Performance Goal will be achieved and the Stock Award
                        will be earned;

                  (iv)  within the limit provided in Section 5, establish in
                        writing the maximum number of shares of Stock that a
                        Stock Award recipient will receive if the related
                        Performance Goal is achieved;

                  (v)   provide in any Stock Award Agreement that the Stock
                        Award will not be payable to the Award recipient unless
                        the pre-established Performance Goal is achieved and
                        that the pre-established Performance Goal may not be
                        varied or changed during the applicable Performance
                        Period; and

                  (vi)  certify in writing within ninety (90) days following the
                        end of the applicable Performance Period, but prior to
                        the payment of any Stock Award, that the pre-established
                        Performance Goal has been achieved.

The determination of the Plan Administrator on any such matters shall be
conclusive.

Section 3. Delegation of Authority to Grant Awards. In accordance with
applicable laws, the Plan Administrator, in its discretion, may delegate to one
or more executive officers of the Company all or part of the Plan
Administrator's authority and duties with respect to granting Awards and all
references in the Plan to the "Plan Administrator" shall include such executive
officers to the extent they are acting pursuant to such delegation. The Plan
Administrator may revoke or amend the terms of such a delegation at any time,
but such revocation shall not invalidate prior actions of the executive officers
that were consistent with the terms of the Plan.

Section 4. Eligibility. Awards may only be granted to employees, directors, and
consultants with any member of the Participating Company Group. For purposes of
the foregoing sentence, "employees," "directors" and "consultants" shall include
prospective employees, prospective directors and prospective consultants to whom
Awards are granted in connection with written offers of an employment or other
service relationship with a Participating Company.

Section 5. Shares Subject to the Plan. The number of shares of Stock which may
be issued pursuant to the Plan shall be 10,000,000. For purposes of the
foregoing limitation, the shares of Stock underlying any Awards which are
forfeited, canceled, reacquired by the Company, satisfied without the issuance
of Stock or otherwise terminated (other than by exercise) shall be added back to
the number of shares of Stock available for issuance under the Plan. Stock to be
issued under the Plan may be either authorized and unissued shares or shares
held in treasury by the Company. Notwithstanding the foregoing, on and after the
date that the Plan is subject to Section 162(m) of the Code, Awards with respect
to no more than 2,500,000 shares of Stock may be granted to any one individual
participant during any one calendar year period.

Section 6. Stock Options. Options granted pursuant to the Plan may be either
Options which are Incentive Stock Options or Non-Qualified Stock Options.
Incentive Stock Options and Non-Qualified Stock Options shall be granted
separately hereunder. The Plan Administrator, shall determine whether and to
what extent Options shall be granted under the Plan and whether such Options
granted shall be Incentive Stock Options or Non-Qualified Stock Options;
provided, however, that: (i) Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code; and (ii) no Incentive Stock
Option may be granted following the tenth anniversary of the Effective Date of
the Plan. The provisions of the Plan and any Stock Award Agreement pursuant to
which Incentive Stock Options shall be issued shall be construed in a manner
consistent with Section 422 of the Code (or any successor provision) and rules
and regulations promulgated thereunder.


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Section 7. ISO Fair Market Value Limitation. To the extent that Options
designated as Incentive Stock Options (granted under all stock option plans of
the Participating Company Group, including the Plan) become exercisable by a
participant for the first time during any calendar year for Stock having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the portion
of such Options which exceeds such amount shall be treated as Non-Qualified
Stock Options. For purposes of this Section 7, Options designated as Incentive
Stock Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of Stock shall be determined as of the time
the Option with respect to such Stock is granted. If the Code is amended to
provide for a different limitation from that set forth in this Section 7, such
different limitation shall be deemed incorporated herein effective as of the
amendment date and with respect to such Options as required or permitted by such
amendment to the Code. If an Option is treated as an Incentive Stock Option in
part and as a Nonstatutory Stock Option in part by reason of the limitation set
forth in this Section 7, the participant may designate which portion of such
Option the participant is exercising. In the absence of such designation, the
participant shall be deemed to have exercised the Incentive Stock Option portion
of the Option first. Separate certificates representing each such portion shall
be issued upon the exercise of the Option.

Section 8. Terms of Options. Each Option granted under the Plan shall be
evidenced by an Award Agreement between the Company and the person to whom such
Option is granted and shall be subject to the following terms and conditions:

      8.1 Exercise Price. Subject to adjustment as provided in Section 13 of
this Plan, the price at which each share covered by an Option may be purchased
shall be determined in each case by the Plan Administrator; provided, however,
that such price shall not, in the case of an Incentive Stock Option, or a Stock
Option granted and administered in a manner designed to preserve the
deductibility of the resulting compensation under section 162(m) of the Code, be
less than the Fair Market Value of the underlying Stock at the time the Option
is granted. If a participant owns (or is deemed to own under applicable
provisions of the Code and rules and regulations promulgated thereunder) more
than ten percent (10%) of the combined voting power of all classes of the stock
of the Company and an Option granted to such participant is intended to qualify
as an Incentive Stock Option, the Option price shall be no less than 110% of the
Fair Market Value of the Stock covered by the Option on the date the Option is
granted.

      8.2 Exercise Period. Options shall be exercisable at such time or times,
or upon such event or events, and subject to such terms, conditions, performance
criteria, and restrictions as shall be determined by the Plan Administrator and
set forth in the Award Agreement evidencing such Option; provided, however, that
(i) no Option shall be exercisable after the expiration of ten (10) years after
the date of grant of such Option, (ii) no Incentive Stock Option granted to a
participant who owns more than 10% of the combined voting power of all classes
of stock of the Company (or any parent or subsidiary of the Company) shall be
exercisable after the expiration of five (5) years after the date of grant of
such Option, and (iii) no Option granted to a prospective employee, prospective
consultant or prospective director may become exercisable prior to the date on
which such person commences Service with the Participating Company.

      8.3 Payment of Exercise Price. The Option exercise price of each share
purchased pursuant to an Option shall be paid in full at the time of each
exercise (the "Payment Date") of the Option (i) in cash; (ii) by delivering to
the Company a notice of exercise with an irrevocable direction to a
broker-dealer registered under the Act to sell a sufficient portion of the
shares and deliver the sale proceeds directly to the Company to pay the exercise
price, provided however, that such a broker-dealer facilitated transaction shall
not be available if such a transaction would be treated as a personal loan
prohibited under Section 13(k) of the Act; (iii) in the discretion of the Plan
Administrator, through the delivery to the Company of previously-owned shares of
Common Stock having an aggregate Fair Market Value equal to the Option exercise
price of the shares being purchased pursuant to the exercise of the Option;
provided, however, that shares of Common Stock delivered in payment of the
Option price must have been held by the participant for at least six (6) months
in order to be utilized to pay the Option price; (iv) in the discretion of the
Plan Administrator, by an election to have the Company withhold shares otherwise
issuable to the participant having a Fair Market Value equal to the Option
exercise price of the shares being purchased pursuant to the exercise of the
Option; or (v) in the discretion of the Plan Administrator, through any
combination of the payment procedures set forth in subsections (i)-(iv).


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Section 9. Stock Appreciation Rights. The Company may issue Stock Appreciation
Rights. The terms of any Stock Appreciation Right shall be established in an
Award Agreement evidencing such Award. An SAR shall entitle the participant at
his election to surrender to the Company the SAR, or portion thereof, as the
participant shall choose, and to receive from the Company in exchange for the
portion of the SAR surrendered cash in an amount equal to the excess (if any) of
the Fair Market Value (as of the date of the exercise of the SAR) per share of
Stock over the SAR Price per share of Stock as specified in the Award Agreement,
multiplied by the total number of shares with respect to which the SAR is being
surrendered. In the discretion of the Plan Administrator, the Company may
satisfy its obligation upon exercise of an SAR by the distribution of that
number of shares of Stock having an aggregate Fair Market Value (as of the date
of the exercise of the SAR) equal to the amount of cash otherwise payable to the
participant, as described above, with a cash settlement to be made for any
fractional share interests, or the Company may settle such obligation in part
with shares of Stock and in part with cash.

      Subject to the conditions of this Section 9, the applicable Award
Agreement and such administrative regulations as the Plan Administrator may from
time to time adopt, an SAR may be exercised by the delivery (including by FAX)
of written notice to the Plan Administrator setting forth the number of shares
of Stock with respect to which the SAR is to be exercised and the date of
exercise thereof (the "Exercise Date") which shall be at least three (3) days
after giving such notice unless an earlier time shall have been mutually agreed
upon. On the Exercise Date, the participant shall receive from the Company in
exchange therefor cash in an amount equal to the excess (if any) of the Fair
Market Value (as of the date of the exercise of the SAR) per share of Stock over
the SAR Price per share of Stock as specified in the Award Agreement, multiplied
by the total number of shares of Stock with respect o which the SAR is being
surrendered. In the discretion of the Plan Administrator, the Company may
satisfy its obligation upon exercise of an SAR by the distribution of that
number of shares of Stock having an aggregate Fair Market Value (as of the date
of the exercise of the SAR) equal to the amount of cash otherwise payable to the
participant, as described above, with a cash settlement to be made for any
fractional share interests, or the Company may settle such obligation in part
with shares of Stock and in part with cash.

Section 10. Terms Applicable to Options and SARs.

      10.1 Effect of Termination of Service. Unless otherwise provided in such
participant's Award Agreement:

            (a)   Death. If a participant shall cease to perform Service as a
                  result of such participant's death, any Options or SARs then
                  exercisable shall be exercisable until the earlier to occur of
                  one year anniversary of the participant's death or the
                  expiration of the Option Period or the term of the SAR and
                  only by the participant's personal representative or persons
                  entitled thereto under the participant's will or the laws of
                  descent and distribution.

            (b)   Termination of Service. If a participant shall cease to
                  perform Service to any member of the Participating Company
                  Group, all Options and SARs to which the participant is then
                  entitled to exercise may be exercised until the earlier to
                  occur of the three month anniversary of the participant's
                  termination of Service or the expiration of the Option Period
                  or the term of the SAR, if such termination was due to
                  disability or retirement (as hereinafter defined), until the
                  earlier to occur of the one year anniversary of the
                  participant's termination of Service or the expiration of the
                  Option Period or the term of the SAR. Notwithstanding the
                  foregoing, in the event that any termination of Service shall
                  be for "Cause" (as defined herein) or the participant
                  voluntarily terminates his or her Service, then any and all
                  Options held by such participant shall terminate within 15
                  days' notice of such termination. For purposes of the Plan,
                  "retirement" shall mean the termination of employment with the
                  Participating Company Group, other than for Cause, at any time
                  under circumstances which would entitle such participant to
                  other retirement benefits provided by the Participating
                  Company to whom the participant was providing Service
                  immediately prior to the termination of Service or such other
                  circumstances that the Plan Administrator concludes should be
                  deemed a retirement.

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            (c)   Limitation on Shares. An Option or SAR may not be exercised
                  for more shares (subject to adjustment as provided in Section
                  13) after the termination of the participant's Service than
                  the participant was entitled to purchase thereunder at the
                  time of the termination of such relationship.

      10.2 Nontransferability of Options and SARs. No Awards shall be assignable
or transferable other than by will or the laws of descent and distribution.
During the lifetime of the participant, an Option or SAR shall be exercisable
only by the participant or, in the event of the participant's incapacity, by the
participant's legal guardian or legal representative. Notwithstanding the
foregoing, Options and SARs may be transferred pursuant to a valid qualified
domestic relations order as defined in section 414(p) of the Code or Title I of
the Employee Retirement Income Security Act of 1974, as amended pursuant to
which a court has determined that a spouse or former spouse of a participant has
an interest in the participant's Options or SARs under the Plan. Any Incentive
Stock Option transferred pursuant to this Section 10.2 shall cease to be an
Incentive Stock Option on the date of such transfer and shall be treated for all
purposes as a Non-Qualified Stock Option in the hands of the transferee.
Following any such transfer each Option or SAR transferred shall continue to be
subject to the same terms and conditions of the Plan and the applicable Award
Agreement that were applicable to the Option or SAR immediately prior to
transfer, provided that for all purposes under the Plan the term "participant"
shall be deemed to include the transferee. The effect a termination of Service
shall have on the exercisability of an Option or SAR with respect to the
original participant shall continue to apply to a transferee after a transfer
pursuant to this Section 10.2, so that the Options or SARs transferred shall be
exercisable by the transferee only to the extent and for the periods specified
in Section 10.1, unless different periods are otherwise provided in a
participant's original Award Agreement. The Plan Administrator and the Company
shall have no obligation to inform any transferee of a Stock Option or SAR of
any expiration, termination, lapse or acceleration of such Option or SAR. The
Company shall have no obligation to register with any federal or state
securities commission or agency any Stock issuable or issued under a Stock
Option or SAR that has been transferred pursuant to this Section 10.2.

      10.3 Tandem Awards. The Plan Administrator may grant Options and SARs in
one Award in the form of a "tandem award," so that the right of the participant
to exercise one type of Award shall be canceled if, and to the extent, the other
type of Award is exercised. For example, if a Stock Option and an SAR are issued
in a tandem Award, and the participant exercises the SAR with respect to 100
shares of Stock, the right of the participant to exercise the related Stock
Option shall be canceled to the extent of 100 shares of Stock.

Section 11. Stock Awards.

            (a)   The Plan Administrator may grant Stock Awards to any officer,
                  employee or consultant with any member of the Participating
                  Company Group. A Stock Award entitles the recipient to acquire
                  shares of Stock subject to such restrictions and conditions as
                  the Plan Administrator may determine at the time of grant.
                  Conditions may be based on continuing employment (or other
                  business relationship) and/or achievement of pre-established
                  performance goals and objectives.

            (b)   Upon execution of a written instrument setting forth the Stock
                  Award and paying any applicable purchase price, a participant
                  shall have the rights of a shareholder with respect to the
                  Stock subject to the Stock Award, including, but not limited
                  to the right to vote and receive dividends with respect
                  thereto; provided, however, that shares of Stock subject to
                  Stock Awards that have not vested shall be subject to the
                  restrictions on transferability described in Section 11(d)
                  below. Unless the Plan Administrator shall otherwise
                  determine, certificates evidencing the Stock Awards shall
                  remain in the possession of the Company until such Stock is
                  vested as provided in Section 11(c) below.


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            (c)   The Plan Administrator at the time of grant shall specify the
                  date or dates and/or the attainment of pre-established
                  performance goals, objectives and other conditions on which
                  Stock shall become vested, subject to such further rights of
                  the Company or its assigns as may be specified in the
                  instrument evidencing the Stock Award. If the participant or
                  the Company, as the case may be, fails to achieve the
                  designated goals or the participant's relationship with the
                  Company is terminated prior to the expiration of the vesting
                  period, the participant shall forfeit all shares of Stock
                  subject to the Stock Award which have not then vested. The
                  Plan Administrator will ensure that a Stock Award granted and
                  administered in a manner designed to preserve the
                  deductibility of the resulting compensation under section
                  162(m) of the Code complies with the requirements of Section
                  2(j) of the Plan.

            (d)   Unvested Stock may not be sold, assigned transferred, pledged
                  or otherwise encumbered or disposed of except as specifically
                  provided herein or in the written instrument evidencing the
                  Stock Award.

Section 12. Tax Withholding.

            (a)   Whenever shares of Stock are to be issued under a Stock Award
                  or pursuant to the exercise of an Option or SAR or cash is to
                  be paid pursuant to the terms of the Plan, under circumstances
                  in which the Plan Administrator believes that any federal,
                  state or local tax withholding may be imposed, the Company or
                  Subsidiary, as the case may be, shall have the right to
                  require the participant to remit to the Company or Subsidiary,
                  as the case may be, an amount sufficient to satisfy the
                  minimum federal, state and local tax withholding requirements
                  prior to the delivery of any certificate for shares or any
                  proceeds; provided, however, that in the case of a participant
                  who receives a Stock Award under the Plan which is not fully
                  vested, the participant shall remit such amount on the first
                  business day following the Tax Date. The "Tax Date" for
                  purposes of this Section 12 shall be the date on which the
                  amount of tax to be withheld is determined. If a participant
                  makes a disposition of Stock acquired upon the exercise of an
                  Incentive Stock Option within either two years after the
                  Option was granted or one year after its exercise by the
                  participant, the participant shall promptly notify the Company
                  and the Company shall have the right to require the
                  participant to pay to the Company an amount sufficient to
                  satisfy federal, state and local tax withholding requirements.

            (b)   A participant who is obligated to pay the Company an amount
                  required to be withheld under applicable tax withholding
                  requirements may pay such amount (i) in cash; (ii) in the
                  discretion of the Plan Administrator, through the delivery to
                  the Company of previously-owned shares of Stock having an
                  aggregate Fair Market Value on the Tax Date equal to the tax
                  obligation provided that the previously owned shares delivered
                  in satisfaction of the withholding obligations must have been
                  held by the participant for at least six (6) months; (iii) in
                  the discretion of the Plan Administrator, through an election
                  to have the Company withhold shares of Stock otherwise
                  issuable to the participant having a Fair Market Value on the
                  Tax Date equal to the amount of tax required to be withheld,
                  or (iv) in the discretion of the Plan Administrator, through a
                  combination of the procedures set forth in subsections (i),
                  (ii) and (iii) of this Section 12(b).


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            (c)   An election by a participant to have shares of Stock withheld
                  to satisfy federal, state and local tax withholding
                  requirements pursuant to Section 12(b) must be in writing and
                  delivered to the Company prior to the Tax Date.

Section 13. Adjustment of Number and Price of Shares. Any other provision of the
Plan notwithstanding:

            (a)   If, through or as a result of any merger, consolidation, sale
                  of all or substantially all of the assets of the Company,
                  reorganization, recapitalization, reclassification, stock
                  dividend, stock split, reverse stock split or other similar
                  transaction, the outstanding shares of Stock are increased or
                  decreased or are exchanged for a different number or kind of
                  shares or other securities of the Company, or additional
                  shares or new or different shares or other securities of the
                  Company or other non-cash assets are distributed with respect
                  to such shares of Stock or other securities, the Plan
                  Administrator shall make an appropriate or proportionate
                  adjustment in (i) the number of Stock Options or SARs that can
                  be granted to any one individual participant, (ii) the number
                  and kind of shares or other securities subject to any then
                  outstanding Awards under the Plan, and (iii) the price for
                  each share subject to any then outstanding Stock Options or
                  SARs under the Plan, without changing the aggregate exercise
                  price (i.e., the exercise price multiplied by the number of
                  shares) as to which such Stock Options or SARs remain
                  exercisable. The adjustment by the Plan Administrator shall be
                  final, binding and conclusive.

            (b)   In the event that, by reason of a corporate merger,
                  consolidation, acquisition of property or stock, separation,
                  reorganization or liquidation, the Board of Directors shall
                  authorize the issuance or assumption of Options or SARs in a
                  transaction to which Section 424(a) of the Code applies, then,
                  notwithstanding any other provision of the Plan, the Plan
                  Administrator may grant Options or SARs upon such terms and
                  conditions as it may deem appropriate for the purpose of
                  assumption of the old Options or SARs, or substitute a new
                  Option or SAR for the old Option or SAR, as applicable, in
                  conformity with the provisions of Code Section 424(a) and the
                  rules and regulations thereunder, as they may be amended from
                  time to time.

            (c)   No adjustment or substitution provided for in this Section 13
                  shall require the Company to issue or to sell a fractional
                  share under any Award Agreement or share award agreement and
                  the total adjustment or substitution with respect to each
                  Option or SAR and share award agreement shall be limited
                  accordingly.

            (d)   In the case of (i) the dissolution or liquidation of the
                  Company, (ii) a merger, reorganization or consolidation in
                  which the Company is acquired by another person or entity
                  (other than a holding company formed by the Company), (iii)
                  the sale of all or substantially all of the assets of the
                  Company to an unrelated person or entity, or (iv) the sale of
                  all of the stock of the Company to a unrelated person or
                  entity (in each case, a "Fundamental Transaction"), the Plan
                  and all Awards granted hereunder shall terminate, unless
                  provision is made in connection with the Fundamental
                  Transaction for the assumption of the Awards heretofore
                  granted, or the substitution of such Awards with new awards of
                  the successor entity, with appropriate adjustment as to the
                  number and kind of shares and, if appropriate, the per share
                  exercise price as provided in Subsections (a) and (b) of this
                  Section 13. In the event of such termination and in the event
                  the Board does not provide for the Cash Payment described in
                  Subsection (e) of this Section each participant shall be
                  notified of such proposed termination and permitted to
                  exercise for a period of at least 15 days prior to the date of
                  such termination all Options or SARs held by such participant
                  which are then exercisable.


<PAGE>

            (e)   In the event that the Company shall be merged or consolidated
                  with another corporation or entity, other than a corporation
                  or entity which is an "affiliate" of the Company under the
                  terms of which holders of Stock of the Company will receive
                  upon consummation thereof a cash payment for each share of
                  Stock of the Company surrendered pursuant to such Business
                  Combination (the "Cash Purchase Price"), the Board of
                  Directors may provide that all outstanding Options and SARs
                  shall terminate upon consummation of such transaction and each
                  participant shall receive, in exchange therefor, a cash
                  payment equal to the amount (if any) by which (i) the Cash
                  Purchase Price multiplied by the number of shares of Stock of
                  the Company subject to the outstanding Options or SARs held by
                  such participant exceeds (ii) the aggregate exercise price of
                  such Options or the aggregate SAR Price of such SARs.

Section 14. Change in Control.

            (a)   Unless otherwise provided in such participant's Award
                  Agreement, agreements relating to Stock Awards or in a written
                  employment or other agreement directly addressing the same
                  subject matter as addressed below, in the event that the Plan
                  is terminated as a result of or following a Change in Control
                  (as defined herein), all vested Options, SARs, and Stock
                  Awards then outstanding at the time of such Plan termination
                  may be exercised for a period of thirty (30) days from the
                  date of notice of the proposed termination. In such event, all
                  participants shall be credited with an additional six (6)
                  months of service for the purpose of any otherwise unvested
                  Options, SARs, and Stock Awards. Upon a Change in Control in
                  which the Plan is either assumed or otherwise not subject to
                  termination, if during the remaining term of such a
                  participant's Options, SARs or Stock Awards, the participant
                  is terminated other than for Cause, the participant will, at
                  the time of such termination, be credited with an additional
                  six (6) months of service for the purpose of any otherwise
                  unvested Options, SARs and Stock Awards; however, in the event
                  of a termination for Cause, all Options and SARs shall
                  immediately terminate and all unvested portions of Stock
                  Awards shall immediately terminate.

            (b)   As used herein, a "Change in Control" shall be deemed to have
                  occurred if: (i) any "person" (as such term is used in Section
                  13(d) and 14(d) of the Exchange Act) acquires "beneficial
                  ownership" (as defined in Rule 13d-3 under the Exchange Act),
                  directly or indirectly, of securities of the Company
                  representing fifty percent (50%) or more of the voting power
                  of the then outstanding securities of the Company except where
                  the acquisition is approved by the Board; or (ii) if the
                  Company is to be consolidated with or acquired by another
                  entity in a merger or other reorganization in which the
                  holders of the outstanding voting stock of the Company
                  immediately preceding the consummation of such event, shall,
                  immediately following such event, hold, as a group, less than
                  a majority of the voting securities of the surviving or
                  successor entity or in the event of a sale of all or
                  substantially all of the Company's assets or otherwise.

            (c)   Notwithstanding anything in the Plan to the contrary, the
                  acceleration of vesting and exercisability provided by
                  Subsection (a) of this Section shall not occur in the event
                  that such acceleration would make the transaction causing the
                  Change in Control to be ineligible for pooling of interests
                  accounting treatment, provided pooling of interest treatment
                  is then still available and, in the absence of such
                  acceleration, the transaction would qualify for such treatment
                  and the Company intends to use such treatment with respect to
                  such transaction.

Section 15. No Right to Future Employment. Nothing contained in the Plan nor in
any Award agreement shall confer upon any participant any right with respect to
the continuance of employment by the Company nor interfere in any way with the
right of the Company to terminate his employment or change his compensation at
any time.


<PAGE>

Section 16. Amendment and Discontinuance. The Board of Directors may alter,
amend, suspend or discontinue the Plan, provided that no such action shall
deprive any person without such person's consent of any rights theretofore
granted pursuant hereto.

Section 17. Compliance with Section 16. With respect to persons subject to
Section 16 of the Act, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 (or its successor rule and shall be
construed to the fullest extent possible in a manner consistent with this
intent). To the extent that any Award fails to so comply, it shall be deemed to
be modified to the extent permitted by law and to the extent deemed advisable by
the Plan Administrator in order to comply with Rule 16b-3.

Section 18. Compliance with Governmental Regulations. Notwithstanding any
provision of the Plan or the terms of any agreement entered into pursuant to the
Plan, the Company shall not be required to issue any shares of Stock hereunder
prior to registration of the shares subject to the Plan under the Securities Act
of 1933 or the Act, if such registration shall be necessary, or before
compliance by the Company or any participant with any other provisions of either
of those acts or of regulations or rulings of the Securities and Exchange
Commission thereunder, or before compliance with other federal and state laws
and regulations and rulings thereunder, including the rules any applicable
exchange or of the Nasdaq Stock Market. The Company shall use its best efforts
to effect such registrations and to comply with such laws, regulations and
rulings forthwith upon advice by its counsel that any such registration or
compliance is necessary.

Section 19. Participation by Foreign Nationals. The Plan Administrator may, in
order to fulfill the purposes of the Plan and without amending the Plan, modify
grants to foreign nationals or United States citizens employed abroad in order
to recognize differences in local law, tax policy or custom.

Section 20. Effective Date of Plan - Shareholder Approval. The Plan was approved
by the Board and became effective on September, 2005. Those provisions of the
Plan that for federal tax purposes require approval of the stockholders of the
Company (i.e., the granting of incentive stock options) shall not become
effective until adopted by the stockholders, however, the Company reserves the
right to grant Incentive Stock Options provided stockholder approval is secured
within one (1) year from the date thereof. In the event Incentive Stock Options
are granted and Stockholder approval is not timely secured, such Options shall
remain in full force and effect, however, shall automatically convert to
Non-Qualified Options.

Section 21. Governing Law. The Plan shall be governed by the internal laws of
the State of Delaware without giving effect to its choice of law provisions.
Unless otherwise provided in an Award Agreement or Award Agreement, Awards shall
be governed by the same laws as the Plan.