**GLOBAL
      FOOD TECHNOLOGIES, INC.**




**2006
      STOCK INCENTIVE PLAN**




1.  *Purposes
      of the Plan* .    The
      purposes of this Stock Incentive Plan are to attract and retain the best
      available personnel for positions of substantial responsibility, to provide
      additional incentive to Employees, Directors and Consultants of the Company
      and
      its Subsidiaries and to promote the success of the Company's business. To
      accomplish the foregoing, the Plan provides that the Company may grant Options,
      Stock Appreciation Rights and Restricted Stock (each as hereinafter defined).
      Options granted under the Plan may be incentive stock options (as defined under
      Section 422 of the Code) or nonstatutory stock options, as determined by
      the Administrator at the time of grant of an Option and subject to the
      applicable provisions of Section 422 of the Code, as amended, and the
      regulations promulgated thereunder.





2.  *Definitions* .    As
      used herein, the following definitions shall apply:





(a)  "Administrator"
      means the Board or any of its Committees appointed pursuant to Section 4 of
      the Plan.





(b)  "Applicable
      Laws" has the meaning set forth in Section 4(a) of the Plan.





(c)  "Award"
      means an award of Options, Stock Appreciation Rights or Restricted Stock (each
      as defined below).





(d)  "Board"
      means the Board of Directors of the Company.





(e)  "Cause"
      shall have such meaning as determined by the Administrator or as provided in
      the
      applicable award agreement. Determination of Cause shall be made by the
      Administrator in its sole discretion.





(f)  "Code"
      means the Internal Revenue Code of 1986, as amended.





(g)  "Committee"
      means a committee of Directors or of other individuals satisfying Applicable
      Laws appointed by the Board in accordance with Section 4 hereof.





(h)  "Common
      Stock" means the common stock of the Company.





(i)  "Company"
      means Global Food Technologies, Inc., a Delaware corporation.





(j)  "Consultant"
      means any person who is engaged by the Company, or any Parent or Subsidiary,
      to
      render services and is compensated for such services other than as an Employee.





(k)  "Continuous
      Status" means the absence of any interruption or termination of service as
      an
      Employee, Director or Consultant. Continuous Status as an Employee or Consultant
      shall not be considered interrupted in the case of: (i) sick leave;
      (ii) military leave; (iii) any other leave of absence approved by the
      Administrator, provided that such leave is for a period of not more than ninety
      (90) days, unless reemployment upon the expiration of such leave is
      guaranteed by contract or statute, or unless provided otherwise pursuant to
      Company policy adopted from time to time; or (iv) in the case of transfers
      between locations of the Company or between the Company, its Subsidiaries or
      their respective successors. For purposes of this Plan, a change in status
      from
      an Employee to a Consultant or from a Consultant to an Employee will not
      constitute an interruption of Continuous Status.




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(l)  "Director"
      means a member of the Board.





(m)  "Employee"
      means any person, including Officers and Directors, employed by the Company
      or
      any Parent or Subsidiary of the Company, with the status of employment
      determined by the Administrator in its discretion, subject to any requirements
      of the Code. The payment of a director's fee by the Company to a Director shall
      not be sufficient to constitute "employment" of the Director by the Company.





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





(o)  "Fair
      Market Value" means, as of any date, the fair market value of Common Stock
      determined as follows:





(i)  If
      the
      Common Stock is listed on any established stock exchange or a national market
      system including without limitation the National Market of the National
      Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq")
      System, its Fair Market Value shall be the closing sales price for such stock
      as
      quoted on such system on the date of determination (if for a given day no sales
      were reported, the closing bid on that day shall be used), as such price is
      reported in The Wall Street Journal or such other source as the Administrator
      deems reliable.





(ii)
      If
      the Common Stock is quoted on the Nasdaq System (but not on the National Market
      thereof) or regularly quoted by a recognized securities dealer but selling
      prices are not reported, its Fair Market Value shall be the mean between the
      bid
      and asked prices for the Common Stock on the date of determination, as reported
      in The Wall Street Journal or such other source as the Administrator deems
      reliable.





(iii)
      In
      the absence of an established market for the Common Stock, the Fair Market
      Value
      thereof shall be determined in good faith by the Administrator.





(iv)
      Prior to the Listing Date, the Fair Market Value shall be determined in
      accordance with the California Code of Regulations.





(p)  "Incentive
      Stock Option" means an Option intended to qualify as an incentive stock option
      within the meaning of Section 422 of the Code, as designated in the
      applicable written option agreement.





(q)
            “Listing
                Date” means the first date upon which any security of the Company is
                considered a listed security as defined in the Securities Act of
                1933, as
                amended, or is otherwise no longer subject to the provisions of Section
                25102(o) of the California Corporate Securities Law of 1968 and the
                applicable sections of the California Code of Regulations referenced
                therein.





(r)
            "Non-Employee
                Director" shall mean a Director who is not an Employee.





(s)
            "Nonstatutory
                Stock Option" means an Option not intended to qualify as an Incentive
                Stock Option, as designated in the applicable written option agreement.





(t)
            "Option"
                means a stock option granted pursuant to the Plan.




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(u)
            "Optionee"
                means an Employee, Director or Consultant who receives an Option
                or
                Restricted Stock.





(v)
            "Parent"
                means a "parent corporation," whether now or hereafter existing,
                as
                defined in Section 424(e) of the Code, or any successor provision.





(w)
            "Plan"
                means this Stock Incentive Plan - 2006.





(x)
            "Restricted
                Period" has the meaning set forth in Section 10(b) of the Plan.





(y)
            "Restricted
                Stock" means shares of Common Stock acquired pursuant to Section 10
                of the Plan.





(z)
            "Rule 16b-3"
                means Rule 16b-3 promulgated under the Exchange Act, as the same may
                be amended from time to time, or any successor provision.





(aa)
            "Share"
                means a share of the Common Stock, as adjusted in accordance with
                Section 13 of the Plan.





(bb)
            "Stock
                Appreciation Right" means any right granted under Section 11 of the
                Plan.





(cc)
            "Stock
                Exchange" means any stock exchange or consolidated stock price reporting
                system on which prices for the Common Stock are quoted at any given
                time.





(dd)
            "Subsidiary"
                means a "subsidiary corporation," whether now or hereafter existing,
                as
                defined in Section 424(f) of the Code, or any successor provision.




3.  *Stock
      Subject to the Plan* .




a.  The
      maximum aggregate number of Shares that may be issued under the Plan is **3,000,000** shares
      of Common Stock. The Shares may be authorized, but unissued, or reacquired
      Common Stock. If an Award should expire, become forfeited or become
      unexercisable for any reason without having been exercised or nonforfeitable
      in
      full, the unpurchased Shares that were subject thereto shall, unless the Plan
      shall have been terminated, become available for future grant under the Plan.
      In
      addition, any Shares of Common Stock which are retained by the Company upon
      exercise of an Option or Restricted Stock in order to satisfy the exercise
      or
      purchase price for such Option or Restricted Stock or any withholding taxes
      due
      with respect to such exercise shall be treated as not issued and shall continue
      to be available under the Plan.




b.  Prior
      to
      the Listing Date, in addition, the total number of Shares issuable upon exercise
      of all outstanding Awards shall be limited as specified in the California Code
      of Regulations.




4.  *Administration
      of the Plan* .




(a) *Multiple
      Administrative Bodies* .
      If
      permitted by Rule 16b-3 and by the legal requirements relating to the
      administration of incentive stock option plans, if any, of applicable securities
      laws and the Code (collectively the "Applicable Laws"), grants under the Plan
      may be made by the Board or a Committee appointed by the Board, which Committee
      shall be constituted to comply with Applicable Laws.




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(b) *General* .
      If a
      Committee has been appointed pursuant to this Section 4, such Committee
      shall continue to serve in its designated capacity until otherwise directed
      by
      the Board. From time to time the Board may increase the size of the Committee
      and appoint additional members thereof, remove members (with or without cause)
      and appoint new members in substitution therefor, fill vacancies, however
      caused, and remove all members of the Committee and thereafter directly
      administer the Plan, all to the extent permitted by the Applicable Laws.





(c) *Powers
      of the Administrator* .
      Subject
      to the provisions of the Plan and in the case of a Committee, the specific
      duties delegated by the Board to such Committee, and subject to the approval
      of
      any relevant authorities, including the approval, if required, of any Stock
      Exchange, the Administrator shall have the authority, in its discretion:






(i)
            
            to
              determine the Fair Market Value of the Common Stock, in accordance
              with
              Section 2(o) of the Plan;(ii)
            
            to select the Consultants, Directors
              and
              Employees to whom Awards may from time to time be granted hereunder;(iii)
            
            to determine whether and to what extent
              Options, Stock Appreciation Rights, or Restricted Stock or any combination
              thereof are granted hereunder;(iv)
            
            to determine the number of Shares of
              Common
              Stock, if any, to be covered by each Award granted hereunder;(v)
            
            to approve forms of agreement for use
              under
              the Plan;(vi)
            
            to determine the terms and conditions,
              not
              inconsistent with the terms of the Plan, of any Award granted hereunder,
              including, but not limited to, the share price and any restriction
              or
              limitation, the vesting of any Option or the acceleration of vesting
              or
              waiver of a forfeiture restructure, based in each case on such factors
              as
              the Administrator shall determine, in its sole discretion;(vii)
            
            to
              determine whether and under what circumstances an Option may be settled
              in
              cash instead of Common Stock;(viii)
            
            to
              reduce the exercise price of any Option to the then current Fair Market
              Value if the Fair Market Value of the Common Stock covered by such
              Option
              shall have declined since the date the Option was granted; provided,
              however, that, to the extent required under Applicable Law or the rules
              of
              the applicable Stock Exchange, the Administrator shall not exercise
              such
              power without prior shareholder approval.(ix)
            
            to determine the terms and restrictions
              applicable to Restricted Stock and the Restricted Stock purchased by
              exercising such Restricted Stock; and(x)
            
            to construe and interpret the terms
              of the
              Plan and awards granted pursuant to the Plan; and(xi)
            
            in order to fulfill the purposes of
              the Plan
              and without amending the Plan, to modify Awards to participants who
              are
              foreign nationals or employed outside of the United States in order
              to
              recognize differences in local law, tax policies or
              customs.




(d) *Effect
      of Administrator's Decision* .
      All
      decisions, determinations and interpretations of the Administrator shall be
      final and binding on all holders of any Award.




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**5.  *Eligibility* .




(a) *Recipients
      of Grants* .
      Awards
      may be granted to eligible Employees, Directors and Consultants. Incentive
      Stock
      Options may be granted only to Employees.





(b) *Type
      of Option* .
      Each
      Option shall be designated in the written option agreement as either an
      Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
      such designations, to the extent that the aggregate Fair Market Value of Shares
      with respect to which Options designated as Incentive Stock Options are
      exercisable for the first time by any Optionee during any calendar year (under
      all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such
      excess Options shall be treated as Nonstatutory Stock Options. For purposes
      of
      this Section 5(b), Incentive Stock Options shall be taken into account in
      the order in which they were granted, and the Fair Market Value of the Shares
      subject to an Incentive Stock Option shall be determined as of the date of
      the
      grant of such Option.





(c) *No
      Employment Rights* .
      The
      Plan shall not confer upon any Optionee any right with respect to continuation
      of employment or consulting relationship with the Company, nor shall it
      interfere in any way with such Optionee's right or the Company's right to
      terminate his or her employment or consulting relationship at any time, with
      or
      without cause.




**6.  *Term
      of Plan* .    Subject
      to shareholder approval in accordance with Section 20, the Plan shall become
      effective upon its adoption by the Board. It shall continue in effect for ten
      (10) years from the date thereof, unless sooner terminated under Section 16
      hereof.




**7.  *Term
      of Option* .    The
      term of each Option shall be the term stated in the Option Agreement; provided,
      however, that the term shall be no more than ten (10) years from the date
      of grant thereof or such shorter term as may be provided in the Option Agreement
      and provided further that, in the case of an Incentive Stock Option granted
      to
      an Optionee who, at the time the Option is granted, owns stock representing
      more
      than ten percent (10%) of the voting power of all classes of stock of the
      Company or any Parent or Subsidiary, the term of the Option shall be five
      (5) years from the date of grant thereof or such shorter term as may be
      provided in the written option agreement.




**8.  *Option
      Exercise Price and Consideration* .




(a) *Exercise
      Price* .
      The per
      share exercise price for the Shares to be issued pursuant to exercise of an
      Option shall be such price as is determined by the Board and set forth in the
      applicable agreement, but shall be subject to the following: In the case of
      an
      Option that is:





(A)
      granted to an Employee who, at the time of the grant of such Option, owns stock
      representing more than ten percent (10%) of the voting power of all classes
      of
      stock of the Company or any Parent or Subsidiary, the per Share exercise price
      shall be no less than 110% of the Fair Market Value per Share on the date of
      grant.





(B)
      granted to any other Recipient, the per Share exercise price shall be no less
      than 100% of the Fair Market Value per Share on the date of grant.




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(b) *Permissible
      Consideration* .
      The
      consideration to be paid for the Shares to be issued upon exercise of an Option,
      including the method of payment, shall be determined by the Administrator (and,
      in the case of an Incentive Stock Option, shall be determined at the time of
      grant) and may consist entirely of (1) cash, (2) check,
      (3) promissory note, (4) other Shares that (x) in the case of
      Shares acquired upon exercise of an Option, have been owned by the Optionee
      for
      more than six months on the date of surrender or such other period as may be
      required to avoid a charge to the Company's earnings, and (y) have a Fair
      Market Value on the date of surrender equal to the aggregate exercise price
      of
      the Shares as to which such Option shall be exercised, (5) to the extent
      permitted under Applicable Laws, authorization for the Company to retain from
      the total number of Shares as to which the Option is exercised that number
      of
      Shares having a Fair Market Value on the date of exercise equal to the exercise
      price for the total number of Shares as to which the Option is exercised,
      (6) to the extent permitted under Applicable Laws, delivery of a properly
      executed exercise notice together with such other documentation as the
      Administrator and the broker, if applicable, shall require to effect an exercise
      of the Option and delivery to the Company of the sale or loan proceeds required
      to pay the exercise price and any applicable income or employment taxes,
      (7) any combination of the foregoing methods of payment, or (8) such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted under Applicable Laws.




**9.  *Exercise
      of Option* .




(a)  *Procedure
      for Exercise; Rights as a Shareholder* .
      Any
      Option granted hereunder shall be exercisable at such times and under such
      conditions as determined by the Administrator, and reflected in the written
      option agreement, which may include vesting requirements and/or performance
      criteria with respect to the Company and/or the Optionee. An Option may not
      be
      exercised for a fraction of a Share. Prior to the Listing Date, any Option
      granted hereunder shall be exercisable at a rate of at least twenty percent
      (20%) per year over five (5) years from the date the Option is granted, subject
      to reasonable conditions such as continued employment.




n
      Option
      shall be deemed to be exercised when written notice of such exercise has been
      given to the Company in accordance with the terms of the Option by the person
      entitled to exercise the Option and the Company has received full payment for
      the Shares with respect to which the Option is exercised. Full payment may,
      as
      authorized by the Board, consist of any consideration and method of payment
      allowable under Section 8(b) of the Plan. Until the issuance (as evidenced
      by the appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company) of the stock certificate evidencing such Shares,
      no right to vote or receive dividends or any other rights as a shareholder
      shall
      exist with respect to such stock, not withstanding the exercise of the Option.
      The Company shall issue (or cause to be issued) such stock certificate promptly
      upon exercise of the Option. No adjustment will be made for a dividend or other
      right for which the record date is prior to the date the stock certificate
      is
      issued, except as provided in Section 13 of the Plan.




(b) *Termination
      of Employment or Consulting Relationship* .
      Subject
      to Section 9(c), in the event of termination of an Optionee's Continuous
      Status, such Optionee may, but only within three (3) months after the date
      of such termination (or such other period of time as is determined by the
      Administrator, but not less than thirty (30) days after the date of such
      termination and not later than the expiration date of the term of such Option
      as
      set forth in the Option Agreement, with such determination in the case of an
      Incentive Stock Option being made at the time of grant of the Option and not
      exceeding three (3) months after the date of such termination), exercise
      his or her Option to the extent that the Optionee was entitled to exercise
      it at
      the date of such termination. To the extent that Optionee was not entitled
      to
      exercise the Option at the date of such termination, or if Optionee does not
      exercise such Option to the extent so entitled within the time specified herein,
      the Option shall terminate.





(c)  *Disability
      of Optionee* .
      Notwithstanding Section 9(b) above, in the event of termination of an
      Optionee's Continuous Status as a result of his or her total and permanent
      disability (within the meaning of Section 22(e)(3) of the Code), Optionee
      may, but only within twelve (12) months from the date of such termination
      (but in no event later than the expiration date of the term of such Option
      as
      set forth in the Option Agreement), exercise the Option to the extent otherwise
      entitled to exercise it at the date of such termination. To the extent that
      Optionee was not entitled to exercise the Option at the date of termination,
      or
      if Optionee does not exercise such Option to the extent so entitled within
      the
      time specified herein, the Option shall terminate.




6





(d)  *Death
      of Optionee* .
      In the
      event of the death of an Optionee during the period of Continuous Status, or
      within thirty (30) days following the termination of the Optionee's
      Continuous Status, the Option may be exercised, at any time within twelve
      (12) months following the date of death (but in no event later than the
      expiration date of the term of such Option as set forth in the Option
      Agreement), by the Optionee's estate or by a person who acquired the right
      to
      exercise the Option by bequest or inheritance, but only to the extent the
      Optionee was entitled to exercise the Option at the date of death or, if
      earlier, the date of termination of the Continuous Status. To the extent that
      Optionee was not entitled to exercise the Option at the date of death or
      termination, as the case may be, or if Optionee does not exercise such Option
      to
      the extent so entitled within the time specified herein, the Option shall
      terminate.





(e)*Extension
      of Exercise Period*.
      Notwithstanding the limitations set forth in Sections 9(b), (c) and
      (d) above, the Administrator has full power and authority to extend the
      period of time for which any Option granted under the Plan is to remain
      exercisable following termination of an Optionee's Continuous Status from the
      limited period set forth in the written option agreement to such greater period
      of time as the Administrator shall deem appropriate; provided, however, that
      in
      no event shall such Option be exercisable after the specified expiration date
      of
      the Option term.





(f)R *ule 16b-3* .
      Options
      granted to Officer, Director, or greater than ten percent shareholder of the
      Company shall comply with Rule 16b-3 and shall contain such additional
      conditions or restrictions as may be required thereunder to qualify for the
      maximum exemption for Plan transactions.





(g)  *Buyout
      Provisions* .
      The
      Administrator may at any time offer to buy out for a payment in cash or Shares,
      an Option previously granted, based on such terms and conditions as the
      Administrator shall establish and communicate to the Optionee at the time that
      such offer is made.




**10.  *Restricted
      Stock* .




(a) *Grant
      of Restricted Stock* .
      Restricted Stock may be issued either alone, in addition to, or in tandem with
      other Awards granted under the Plan and/or cash awards made outside of the
      Plan.
      After the Administrator determines that it will grant an award of Restricted
      Stock under the Plan, it shall advise the offeree in writing of the terms,
      conditions and restrictions related to the offer, including the Restricted
      Period applicable to such award, the imposition, if any, of any
      performance-based condition or other restriction on an award of Restricted
      Stock, the number of Shares that such person shall be entitled to purchase,
      the
      price to be paid, if any, and the time within which such person must accept
      such
      offer, which shall in no event exceed thirty (30) days from the date upon
      which the Administrator made the determination to grant the Restricted Stock.
      The prospective recipient of an Award of Restricted Stock shall not have any
      rights with respect to any such Award, unless and until such recipient has
      executed an award agreement, in the form determined by the Administrator,
      evidencing the Award. Shares purchased pursuant to the grant of a Restricted
      Stock shall be referred to herein as "Restricted Stock."





(b)  *Lapse
      of Restrictions* .
      With
      respect to an Award of Restricted Stock, the Administrator shall prescribe
      in
      the award agreement, the period in which such Restricted Stock becomes
      nonforfeitable (the "Restricted Period").




7




(c)  *Certificates* .
      Each
      recipient who is granted an Award of Restricted Stock shall be issued a stock
      certificate in respect of such shares of Restricted Stock, which certificate
      shall be registered in the name of the recipient and shall bear an appropriate
      legend referring to the terms, conditions, and restrictions applicable to any
      such Award; provided that the Company may require that the stock certificates
      evidencing Restricted Stock granted hereunder be held in the custody of the
      Company until the restrictions thereon shall have lapsed, and that, as a
      condition of any Award of Restricted Stock, the participant shall have delivered
      a stock power, endorsed in blank, relating to the Shares covered by such Award.




(d)  *Rights
      as a Shareholder* .
      Except
      as otherwise provided in an Award Agreement, the participant shall possess
      all
      incidents of ownership with respect to Shares of Restricted Stock during the
      Restricted Period, including the right to receive or reinvest dividends with
      respect to such Shares and to vote such Shares. Certificates for unrestricted
      Shares shall be delivered to the participant promptly after, and only after,
      the
      Restricted Period shall expire without forfeiture in respect of such Awards
      of
      Restricted Stock except as the Administrator, in its sole discretion, shall
      otherwise determine.





(e)  *Nontransferability* .
      During
      the Restricted Period, the recipient of such award shall not be permitted to
      sell, transfer, pledge, hypothecate or assign shares of Restricted Stock awarded
      under the Plan except by will or the laws of descent and distribution. Any
      attempt to dispose of any Restricted Stock in contravention of any such
      restrictions shall be null and void and without effect.





(f)  *Purchase
      Price* .
      The
      purchase price for Restricted Stock shall be the Fair Market Value on the date
      such award is made or at the time the purchase is consummated.





(g)  *Consideration;
      Payment* .
      The
      consideration and method of payment for shares of Restricted Stock shall be
      as
      determined by the Administrator. Without limiting the foregoing, the purchase
      price may be paid (i) in cash at the time of purchase; (ii) at the discretion
      of
      the Board, according to a deferred payment or other similar arrangement with
      the
      Participant; or (iii) in any other form of legal consideration that may be
      acceptable to the Board in its discretion, including past services rendered;
      provided, however, that at any time that the Company is incorporated in
      Delaware, then payment of the Common Stock's "par value," as defined in the
      Delaware General Corporation Law, shall not be made by deferred
      payment.





(f)  *Other
      Provisions* .
      The
      Restricted Stock purchase agreement shall contain such other terms, provisions
      and conditions not inconsistent with the Plan as may be determined by the
      Administrator in its sole discretion. In addition, the provisions of Restricted
      Stock purchase agreements need not be the same with respect to each purchaser.




**11*.*  *Stock
      Appreciation Rights* .




(a)  *Grant* .
      Subject
      to the provisions of the Plan, the Administrator shall have sole and complete
      authority to determine the recipients to whom Stock Appreciation Rights shall
      be
      granted, the number of Shares to be covered by each Stock Appreciation Right
      award, the grant price thereof and the conditions and limitations applicable
      to
      the exercise thereof. Stock Appreciation Rights may be granted in tandem with
      another Award, in addition to another Award, or freestanding and unrelated
      to
      another Award. Stock Appreciation Rights granted in tandem with or in addition
      to an Award may be granted either at the same time as the Award or at a later
      time. Stock Appreciation Rights shall not be exercisable earlier than six months
      after the date of grant.




8




(b)  *Exercise
      and Payment* .
      A Stock
      Appreciation Right shall entitle the recipient to receive an amount equal to
      the
      excess of the Fair Market Value of a Share on the date of exercise of the Stock
      Appreciation Right over the grant price thereof. The Administrator shall
      determine whether a Stock Appreciation Right shall be settled in cash, Shares
      or
      a combination of cash and Shares.





(c)  *Other
      Terms and Conditions* .
      Subject
      to the terms of the Plan and any applicable award agreement, the Administrator
      shall determine, at or after the grant of a Stock Appreciation Right, the term,
      methods of exercise, methods and form of settlement, and any other terms and
      conditions of any Stock Appreciation Right. Any such determination by the
      Administrator may be changed by the Administrator from time-to-time and may
      govern the exercise of Stock Appreciation Rights granted or exercised prior
      to
      such determination as well as Stock Appreciation Rights granted or exercised
      thereafter. The Administrator may impose such conditions or restrictions on
      the
      exercise of any Stock Appreciation Right as it shall deem appropriate.




**12.  *Stock
      Withholding to Satisfy Withholding Tax Obligations* .    At
      the discretion of the Administrator, Optionees may satisfy withholding
      obligations as provided in this paragraph. When an Optionee incurs tax liability
      in connection with an Option or Restricted Stock, which tax liability is subject
      to tax withholding under applicable tax laws, and the Optionee is obligated
      to
      pay the Company an amount required to be withheld under applicable tax laws,
      the
      Optionee may satisfy the withholding tax obligation by one or some combination
      of the following methods: (a) by cash payment, or (b) out of
      Optionee's current compensation, (c) if permitted by the Administrator, in
      its discretion, by surrendering to the Company Shares that (I) in the case
      of Shares previously acquired from the Company, have been owned by the Optionee
      for more than six months on the date of surrender, and (ii) have a fair
      market value on the date of surrender equal to or less than Optionee's marginal
      tax rate times the ordinary income recognized, or (d) by electing to have
      the Company withhold from the Shares to be issued upon exercise of the Option,
      or the Shares to be issued in connection with Restricted Stock, if any, that
      number of Shares having a fair market value equal to the amount required to
      be
      withheld. For this purpose, the fair market value of the Shares to be withheld
      shall be determined on the date that the amount of tax to be withheld is to
      be
      determined (the "Tax Date").




All
      elections
      by an Optionee to have Shares withheld to satisfy tax withholding obligations
      shall be made in writing in a form acceptable to the Administrator and shall
      be
      subject to the following restrictions:




(a)
            
            the election must be made on or prior
              to the
              applicable Tax Date;(b)
            
            once made, the election shall be irrevocable
              as to the particular Shares of the Option or Restricted Stock as to
              which
              the election is made; and(c)
            
            all elections shall be subject to the
              consent
              or disapproval of the Administrator.





In
      the event
      the election to have Shares withheld is made by an Optionee and the Tax Date
      is
      deferred under Section 83 of the Code because no election is filed under
      Section 83(b) of the Code, the Optionee shall receive the full number of
      Shares with respect to which the Option or Restricted Stock is exercised but
      such Optionee shall be unconditionally obligated to tender back to the Company
      the proper number of Shares on the Tax Date.




**13.  *Adjustments
      Upon Changes in Capitalization, Corporate Transactions* .




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(a)  *Changes
      in Capitalization* .
      Subject
      to any required action by the shareholders of the Company, (i) the number
      of shares of Common Stock covered by each outstanding Award, (ii) the
      number of shares of Common Stock that have been authorized for issuance under
      the Plan but as to which no Awards have yet been granted or that have been
      returned to the Plan upon cancellation or expiration of an Award or otherwise,
      (iii) the maximum number of shares of Common Stock for which Awards may be
      granted to any Employee under the Plan, (iv) the price per share of Common
      Stock covered by each such outstanding Award, and (v) the number of shares
      of Common Stock that may be granted in the form of Restricted Stock shall be
      proportionately adjusted for any increase or decrease in the number of issued
      shares of Common Stock resulting from a stock split, reverse stock split, stock
      dividend, combination, recapitalization or reclassification of the Common Stock,
      or any other increase or decrease in the number of issued shares of Common
      Stock
      effected without receipt of consideration by the Company; provided, however,
      that conversion of any convertible securities of the Company shall not be deemed
      to have been "effected without receipt of consideration." Such adjustment shall
      be made by the Board, whose determination in that respect shall be final,
      binding and conclusive. Except as expressly provided herein,
      no issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, shall affect, and no adjustment
      by reason thereof shall be made with respect to, the number or price of shares
      of Common Stock subject to an Award.





(b)  *Corporate
      Transactions* .
      In the
      event of the proposed dissolution or liquidation of the Company, each Award
      will
      terminate immediately prior to the consummation of such proposed action, unless
      otherwise provided by the Administrator. Additionally, the Administrator may,
      in
      the exercise of its sole discretion in such instances, declare that any Award
      shall terminate as of a date fixed by the Administrator and that each Award
      shall be vested and non-forfeitable and any conditions on each such Award shall
      lapse, as to all or any part of such Award, including Shares as to which the
      Award would not otherwise be exercisable or non-forfeitable. In the event of
      a
      proposed sale of all or substantially all of the assets of the Company, or
      the
      merger of the Company with or into another corporation, each Award shall be
      assumed or an equivalent Award shall be substituted by such successor
      corporation or a parent or subsidiary of such successor corporation, unless
      the
      Administrator determines, in the exercise of its sole discretion and in lieu
      of
      such assumption or substitution, that the Award shall be vested and
      non-forfeitable and any conditions on each such Award shall lapse, as to all
      or
      any part of such Award, including Shares as to which the Award would not
      otherwise be exercisable or non-forfeitable. If the Administrator makes an
      Award
      exercisable or non-forfeitable in lieu of assumption or substitution in the
      event of a merger or sale of assets, the Administrator shall notify the
      recipient that such Award shall be exercisable for a period of thirty
      (30) days from the date of such notice, and thereafter will terminate upon
      the expiration of such period.




14.  *Non-transferability
      of Awards.* An
      Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
      of in any manner other than by will or by the laws of descent or distribution.




****15.  *Time
      of Granting of an Award* .    The
      date of grant of an Award shall, for all purposes, be the date on which the
      Administrator makes the determination granting such Award, or such other date
      as
      is determined by the Board. Notice of the determination shall be given to each
      Employee or Consultant to whom an Award is so granted within a reasonable time
      after the date of such grant.




16.  *Amendment
      and Termination of the Plan* .




(a)  *Amendment
      and Termination* .
      The
      Board may amend, alter, suspend, discontinue, or terminate the Plan or any
      portion thereof at any time; provided, that no such amendment, alteration,
      suspension, discontinuation or termination shall be made without stockholder
      approval if such approval is necessary to comply with any tax, securities or
      regulatory law or requirement with which the Board intends the Plan to comply
      or
      if such amendment constitutes a "material amendment." For purposes of the Plan,
      a "material amendment" shall mean an amendment that (i) materially
      increases the benefits accruing to participants under the Plan,
      (ii) materially increases the number of securities that may be issued under
      the Plan, or (iii) materially modifies the requirements for participation
      in the Plan.




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(b)  *Effect
      of Amendment or Termination* .
      Notwithstanding the foregoing, any such amendment or termination of the Plan
      shall not affect Options already granted and such Options shall remain in full
      force and effect as if this Plan had not been amended or terminated, unless
      mutually agreed otherwise between the Optionee and the Board, which agreement
      must be in writing and signed by the Optionee and the Company.


**


**17.  *Conditions
      Upon Issuance of Shares* .    Shares
      shall not be issued pursuant to the exercise of an Award unless the exercise
      of
      such Award and the issuance and delivery of such Shares pursuant thereto shall
      comply with all relevant provisions of law, including, without limitation,
      the
      Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
      promulgated thereunder, and the requirements of any Stock Exchange.




**18.  *Reservation
      of Shares* .    The
      Company, during the term of this Plan, will at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan. The inability of the Company to obtain authority
      from
      any regulatory body having jurisdiction, which authority is deemed by the
      Company's counsel to be necessary to the lawful issuance and sale of any Shares
      hereunder, shall relieve the Company of any liability in respect of the failure
      to issue or sell such Shares as to which such requisite authority shall not
      have
      been obtained.




**19.  *Agreements* .    Awards
      shall be evidenced by written agreements in such form as the Administrator
      shall
      approve from time to time.




**20.  *Shareholder
      Approval* .    Continuance
      of the Plan shall be subject to approval by the shareholders of the Company
      within twelve (12) months before or after the date the Plan is adopted. Such
      shareholder approval shall be obtained in the degree and manner required under
      Applicable Laws. Any Award exercised before shareholder approval is obtained
      shall be rescinded if shareholder approval is not obtained within the time
      prescribed, and Shares issued on the exercise of any such Award shall not be
      counted in determining whether shareholder approval is obtained.




**21.  *Unfunded
      Status of Plan* .    The
      Plan is intended to constitute an "unfunded" plan for incentive compensation.
      With respect to any payments not yet made to a participant by the Company,
      nothing contained herein shall give any such participant any rights that are
      greater than those of a general creditor of the Company.


**22.  *Governing
      Law* .    The
      Plan and all determinations made and actions taken pursuant hereto shall be
      governed by the laws of the State of Delaware, without giving effect to the
      conflict of laws principles thereof.




**23.  *Repurchase
      Rights* .
      Awards
      may be subject to repurchase rights by the Company, as determined by the Board
      of the time of the grant; provided, that, prior to the Listing Date, such
      repurchase rights shall comply with the requirements of the California Code
      of
      Regulations.




**24.  *Information
      Obligation.* The
      Company files an annual report with the US Securities and Exchange Commission
      which is available on its web site (www.sec.gov). Provision of this report
      to
      the shareholders shall be deemed compliance with the information requirements
      of
      the California Code of Regulations.






END
      OF
      2006 STOCK INCENTIVE PLAN




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