THE

    EQUITY
INCENTIVE PLAN

    OF

    QNECTIVE,
INC.

    


    ARTICLE
I

    


    PURPOSES
OF PLAN

    


    Qnective,
Inc., a Nevada corporation (the “Company”), has adopted The Qnective Equity
Incentive Plan (the “Plan”), effective as of April 1, 2009.  The
purpose of the Plan is to enable Qnective and its subsidiaries to attract,
retain, and reward Key Persons (as hereinafter defined) by offering them an
opportunity to have a greater proprietary interest in, and closer identity with,
the Company and with its financial success.  An option granted under
the Plan to a Key Person to purchase Shares (as hereinafter defined) of common
stock of the Company, may be an Incentive Stock Option or a Non-Qualified Option
as defined by the Code (as hereinafter defined) (collectively referred to as
“Options”).  An Option that is not an Incentive Stock Option shall be
a Non-Qualified Option.  Proceeds received by the Company from the
sale of the Shares pursuant to Options granted under this Plan, shall be used
for general corporate purposes.  The Company may also grant Stock
Rights (as hereinafter defined) to Key Persons.  This Plan shall
expire on March 31, 2019 (the “Expiration Date”).

    


    ARTICLE
II

    


    DEFINITIONS

    


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

    


    “Beneficiary”
means the person, persons, trust, or trusts entitled by will or the laws of
descent and distribution to receive a Key Person’s benefits under this Plan in
the event of such Key Person’s death.

    


    “Board”
or “Board of Directors” means the Board of Directors of the Company as elected
by the Shareholders.

    


    “Code”
means the U.S. Internal Revenue Code of 1986 and regulations issued thereunder
as they may be amended from time to time.

    


    “Commission”
means the U.S. Securities and Exchange Commission.

    


    "Company"
means Qnective, Inc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    “Date of
Grant” means the date, as determined by the Board in its sole discretion, upon
which an Option is awarded or Stock Right is granted.

    


    “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.

    


    "Expiration
Date" means March 31, 2019.

    


    “Fair
Market Price Value” means, as of the Date of Grant, such value as the Board of
Directors in good faith shall determine for purposes of granting Options under
the Plan.

    


    “Incentive
Stock Option” means a stock option which meets the requirements of §422 of the
Code.  If any option designated as an Incentive Stock Option does not
meet the requirements of §422 of the Code,
such Option shall be treated as a Non-Qualified Option for all purposes under
the provisions of the Plan.

    


    “Key
Person” means officers, directors, consultants, professional advisors and any
employees of the Company who are deemed by the Board to be eligible for grants
of Options or Stock Rights because of their existing or potential contributions
to the welfare of the Company.

    


    “Non-Qualified
Option” means a stock option which does not meet the requirements of §422 of the
Code with respect to Incentive Stock Options.

    


    “Option”
or “Options” means both an Incentive Stock Options and a Non-Qualified Options
granted under the Plan.

    


     “Option
Agreement” means an agreement between the Company and a Key Person setting forth
the terms and conditions upon which an Option is granted to a Key
Person.  Such agreement, at the discretion of the Board, may
incorporate by reference the terms and conditions of the Plan.

    


    “Personal
Representative” means the person or persons who, upon the death, disability or
incompetence of a Key Person, shall have acquired on behalf of the Key Person by
legal proceeding or otherwise the power to exercise the rights and receive the
benefits of such Key Person under this Plan or a trustee in
bankruptcy.

    


    “Securities
Act” means the U.S. Securities Act of 1933, as amended.

    


    “Shares”
means $.001, par value shares of the common stock of the Company.

    


    "Shareholder"
means a beneficial owner of Shares.

    


    “Stock
Right” means the right to receive Shares.

    


    "Stock
Right Agreement" means an agreement between the Company and a Key Person setting
forth the terms and conditions upon which Stock Rights are granted to a Key
Person.  Such agreement, at the discretion of the Board, may
incorporate by reference the terms and conditions of the Plan.


    
      
         


      

      
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    “Subsidiary”
means a present or future subsidiary of the Company as is defined in §424(f) of
the Code.  For purposes of the Plan, an eligible Key Person of the
Company shall include Key Persons of any Subsidiary.

    


    “Wrongful
Activities” means the commission of, conspiracy to commit, or attempt to commit,
any criminal act in any manner relating to the Company or a Key Person’s willful
or grossly negligent action which is demonstrably inimical to the interests,
business, or reputation of the Company or any Subsidiary.

    


    ARTICLE
III

    


    EFFECTIVE
DATE OF PLAN

    


    The Plan
shall become effective as of April 1, 2009, and shall remain in effect through
the Expiration Date of the Plan, except as may otherwise be provided
herein.


    


    ARTICLE
IV

    


    ADMINISTRATION
OF THE PLAN

    


    A.           The
Plan shall be administered by the Board of Directors.

    


    B.           The
Board is authorized to administer and interpret the Plan, to adopt, amend, and
rescind from time to time such rules and regulations for carrying out the Plan
as it may deem advisable, and to make all other determinations and take such
steps as it may deem necessary or advisable for the administration of the Plan,
subject to the terms, conditions, and limitations of the Plan.  The
Board shall have the sole authority:

    


    1.           to
select the Key Persons to whom Options or Stock Rights will be granted under the
Plan;

    


    2.           to
designate the type of Option to be granted under the Plan as an Incentive Stock
Option or a Non-Qualified Option;

    


    3.           to
determine the number of Shares to be covered by Options granted under the Plan,
and the option price thereof subject to Article VII hereof;

    


    4.           to
determine the number of Shares to be granted pursuant to Stock
Rights;

    


    5.           to
determine the time or times when Stock Rights will be granted and when Options
shall be granted and the period during which they will be
exercisable;


    
      
         


      

      
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    6.           to
determine the form of any Stock Rights Agreement or Option
Agreements;

    


    7.           to
impose such conditions on the issuance of Stock Rights or the grant or exercise
of an Option as it determines are appropriate;

    


    8.           to
determine any question as to the termination of service of a Key Person with or
for the Company, and the duration and purposes of leaves of absence which may be
granted to Key Persons without constituting a termination of employment or
termination of services for purposes of the Plan; and

    


    9.           to
determine what events, if any, will result in the acceleration of a Stock Right
or the exercisability of all or any portion of an Option.

    


    The determination of the Board, in any
of the foregoing respects shall be final, conclusive, and binding as to all
concerned.

    


    C.           The
Board may request the recommendations of the officers of the Company with
respect to participation under the Plan of all Key Persons.

    


    D.           A
majority of the Board shall constitute a quorum and make all determinations,
take all actions, and conduct business in respect of the Plan. Any Board action
may be taken or determined without a meeting if all members thereof shall
consent in writing to such action or determination.  In the event
action by the Board is taken by written consent, the action shall be deemed to
have been taken at the time specified in the consent or, if none is specified,
at the time of the last signature.  The Board may delegate
administrative functions in respect of the Plan to individuals who are officers
or employees of the Company.  All determinations or interpretations
made by the Board shall be final and conclusive.  No members of the
Board shall be liable for any action, determination, interpretation or omission
taken or made in good faith with respect to the Plan or any Options or Stock
Rights granted hereunder.

    


    E.           All
costs and expenses incurred in connection with the administration of the Plan,
including any stock transfer taxes, shall be borne by the
Company.


    


    ARTICLE
V

    


    SHARES
SUBJECT TO THE PLAN

    


    A.           Subject
to the provisions of Article XII hereof, an aggregate of 750,000 Shares shall be
reserved for issuance upon the grant of Stock Rights or the exercise of Options
granted under the Plan.

    


    B.           The
Shares issued pursuant to Stock Rights and the Options to be granted under the
Plan shall be made available either from authorized but unissued Shares or from
Shares reacquired by the Company, including, if applicable, Shares purchased in
the open market.


    
      
         


      

      
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    C.           If
prior to the Expiration Date any Stock Rights or Options granted under the Plan
expire because of non-exercise, or are terminated prior to exercise pursuant to
the provisions of the Plan, the Shares subject to such Stock Rights or Options
shall again become available for the grant of Stock Rights or Options under the
Plan (unless in the meantime the Plan has been terminated).

    


    ARTICLE
VI

    


    ELIGIBILITY

    


    Stock
Rights and Options may be granted under the Plan only to persons who are
designated as Key Persons of the Company or its Subsidiaries by the Board
whether or not such persons are salaried employees of the
Company.  However, Key Persons who are not also employees of the
Company are not eligible to receive qualified Incentive Stock
Options.

    


    ARTICLE
VII

    


    OPTION
PRICE; VESTING

    


    The
option price for any Option granted under the Plan shall be the Fair Market
Value of the Shares at the day of grant.  Vesting shall be as set
forth in the Option Agreement or Stock Rights Agreement.

    


    ARTICLE
VIII

    


    GRANTING
OF OPTIONS AND STOCK RIGHTS

    


    A.           The
Board may at any time prior to the Expiration Date grant to Key Persons Stock
Rights and Options to purchase Shares under the Plan.

    


    B.           Each
grant of an Option under the Plan shall be evidenced by an Option Agreement
between the Key Person and the Corporation which clearly identifies the type of
Option granted (Incentive Stock Option or Non-Qualified Option) and shall
contain provisions not inconsistent with the Plan.  Each Option grant
shall be approved by the Board. Key Persons may be granted Incentive Stock
Options or Non-Qualified Options.  The terms and conditions of such
Option Agreements need not be the same in each case and may be changed from time
to time by the Board.  Anything in this agreement to the contrary
notwithstanding, with respect to Incentive Stock Options granted pursuant to the
Plan, the aggregate Fair Market Value (determined as of the Date of Grant of
such Option) of the Shares which are exercisable for the first time by a Key
Person during any calendar year under the Plan (or any other plan adopted by the
Company) shall not exceed $100,000.

    


    C.  Each
grant of Stock Rights under the Plan shall be evidenced by a Stock Rights
Agreement between the Key Person and the Corporation which clearly identifies
the terms and conditions of the Stock Right and shall contain provisions not
inconsistent with the Plan.  Each Stock Right granted shall be
approved by the Board.  The terms and conditions of such Stock Rights
Agreements need not be the same in each case and may be changed from time to
time by the Board.


    
      
         


      

      
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    ARTICLE
IX

    


    TERMS
OF OPTIONS AND STOCK RIGHTS

    


    A.           The
Board shall determine the time or times Stock Rights will be granted and when
Options shall be exercisable and conditions that need to be satisfied in order
for an Option to be exercised or stock to be issued pursuant to Stock
Rights.

    


    B.           An
outstanding Option or Stock Right may, in the sole discretion of the Board, be
modified or amended with respect to the time or times when such Stock Right or
Option becomes exercisable, provided such Stock Right or Option as so modified
is not less favorable to the Key Person.

    


    C.           Options
shall terminate upon the first to occur of the following events:

    


    
      1.           Termination
of the Option as provided in the Option Agreement; or

    

    


    2.           Termination
of the Option as provided in Articles X and XI; or

    


    3.           Expiration
of or earlier termination of the Plan.

    


    D.           Stock
Rights shall terminate in accordance with the terms and conditions of the Stock
Rights Agreement but in no event later than the Expiration Date.

    


    E.           Notwithstanding
any other provision of this Plan, the Board may impose, by rule, resolution or
Agreement, such conditions upon the exercise of Options or grant of Stock Rights
(including, without limitation, conditions limiting the time of exercise to
specified periods) as may be required to satisfy applicable regulatory
requirements, including, without limitation, Rule 16b-3 (or any successor rule)
promulgated by the Commission pursuant to the Exchange Act.


    


    ARTICLE
X

    


    ADDITIONAL
PROVISIONS RELATING TO ISSUANCE

    OF
STOCK RIGHTS AND GRANTS OF OPTIONS

    


    All
grants of Stock Rights and Options shall be subject to the following
provisions:

    


    A.           The
Company’s right to terminate the employment or engagement of the Key Person for
any reason, with or without cause, and without liability to the Key Person with
respect to any Stock Rights or Options shall be unrestricted.


    
      
         


      

      
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    B.           Upon
each exercise of an Option, the purchase price for the Shares being purchased
shall be payable in full to the Company, in cash, or by certified check or wire
transfer.

    


    C.           Notwithstanding
the foregoing, the Board may, in its sole discretion, permit the issuance of
Shares pursuant to an Option upon such other payment terms as the Board deems
reasonable.

    


    D.           Shares
issued shall be represented by a separate stock certificate issued by the
Company.

    


    E.           No
fractional Shares shall be issued.

    


    F.           No
Option or Stock Right to receive Shares shall be transferable by the Key Person
other than by will or by the laws of descent and distribution.  Stock
Rights or Options may be exercised only by the Key Person, or by his, her, or
its Personal Representative.

    


    G           No
person shall have the right and privileges of a Shareholder of the Company with
respect to Shares subject to, purchased, or received under an Option or a Stock
Right until the date of issue of such Shares.

    


    H           No
Shares may be issued unless, and until any applicable requirements of the
Commission and any other regulatory agencies having jurisdiction shall have been
fully met.  As a condition precedent to the issuance of Shares, the
Company may require the Key Person to take any reasonable action to meet such
requirements, including representing to or otherwise satisfying the Company that
(i) the Key Person understands that the Company has no obligation to register
under the Securities Act or any state securities laws any of the Shares issuable
upon exercise of Options or issuance of Shares pursuant to Stock Rights and that
such Shares may have to be held indefinitely until so registered or unless an
exemption from such registration is available; (ii) the Key Person is receiving
or purchasing the Shares as an investment and not with a view to, or for sale in
connection with, the distribution of any of them; and (iii) the Key Person will
not dispose of such Shares absent compliance with any such requirements or
receipt by the Company of a written opinion of its counsel that the
circumstances of such proposed sale do not require such compliance; provided,
however, that with respect to any Shares issued hereunder that have been
registered with the Commission, no investment representation by the Key Person
shall be required by the Company; and, provided further, that in the event that
the Shares issued to the Key Person pursuant to Options or Stock Rights
hereunder are subsequently registered with the Commission, any investment
representation theretofore furnished to the Company as to such Shares will be
inoperative.  The Company may endorse certificates representing Shares
with a legend indicating any restrictions on the transfer thereof resulting from
applicable securities laws or otherwise.

     

    
      
         


      

      
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    I.           1.           Whenever
the Company proposes or is required to issue Shares to a Key Person under the
Plan, the Company shall have the right to require the Key Person to remit to the
Company an amount sufficient to satisfy all federal, state, and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such Shares.  If such certificates have been
delivered prior to the time a withholding obligation arises, the Company shall
have the right to require the Key Person to remit to the Company an amount
sufficient to satisfy all federal, state, or local withholding tax requirements
at the time such obligation arises and to withhold from other amounts payable to
the Key Person, as compensation or otherwise, as necessary.  Whenever
payments under the Plan are to be made to a Key Person in cash, such payments
shall be net of any amounts sufficient to satisfy all federal, state, and local
withholding tax obligation.

    


    2.           In
connection with the issuance of Shares a Key Person may elect to satisfy his,
her, or its tax withholding obligation incurred with respect to the issuance of
Shares by (a) directing the Company to withhold a portion of the Shares
otherwise distributable to the Key Person, or (b) by transferring to the Company
a certain number of Shares owned, such Shares being valued at the Fair Market
Value thereof on the taxable date.  Notwithstanding any provisions of
the Plan to the contrary, a Key Person’s election pursuant to the preceding
sentence (a) must be made on or prior to the taxable date with respect to such
issuance of Shares, and (b) must be irrevocable.  In lieu of a
separate election on each taxable date of an issuance of Shares, a Key Person
may make a blanket election with the Board that shall govern all future taxable
dates until revoked by the Key Person.

    


    3.           If
the holder of Shares purchased in connection with the exercise of an Incentive
Stock Option disposes of such Shares within two years of the date such Incentive
Stock Option was granted or within one year of such exercise, he, she, or it
shall notify the Company of such disposition and remit an amount necessary to
satisfy applicable withholding requirements including those arising under
federal income tax laws.  If such holder does not remit such amount,
the Company may withhold all or a portion of any salary or other compensation
then or in the future owed to such holder as necessary to satisfy such
requirements. Taxable date means the date a Key Person recognized income under
the Code or any applicable federal, state, or other  income tax law
with respect to an issuance of Shares.

    


    J.           1.           If
at any time any Shareholder desires to sell, encumber, or otherwise dispose of
Shares distributed to him, her, or it under this Plan other than if the Shares
have been registered with the Commission, the Shareholder shall first offer the
Shares to the Company by giving the Company written notice disclosing: (a) the
name of the proposed transferee of the Shares; (b) the certificate number and
number of Shares proposed to be transferred or encumbered; (c) the proposed
price; (d) all other terms of the proposed transfer; and (e) a written copy of
the proposed offer.  Within thirty (30) days after receipt of such
notice, the Company shall have the option to purchase all or part of such Shares
at the same price and on the same terms as contained in such
notice.

    


    2.           If
the Company (or a Shareholder, as described below) does not exercise the option
to purchase Shares, as provided in J.1 above, the person shall have the right to
sell, encumber, or otherwise dispose of his, her, or its Shares on the same
terms of transfer as set forth in the written notice to the Company, provided
such transfer is effective within thirty (30) days after the expiration of the
Company's option to purchase period.  If the transfer is not effected
within such period, the Company must again be given an option to purchase, as
provided above.


    
      
         


      

      
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    3.           The
Board of Directors, in its sole discretion, may waive the Company’s right of
first refusal pursuant to this Section and the Company’s repurchase right
pursuant to Section K below.  If the Company’s right of first refusal
or repurchase right is so waived, the Board of Directors may, in its sole
discretion, pass through such right to the remaining Shareholders of the Company
in the same proportion that each Shareholders’ share ownership bears to the
Share ownership of all the Shareholders of the Company, as determined by the
Board of Directors. To the extent that a Shareholder has been given such right
and does not purchase his, her, or its allotment, the other Shareholders shall
have the right to purchase such allotment on the same basis.

    


    K.           1.           If
(i) the Key Person’s employment or service with the Company is terminated as a
result of the Key Person’s Wrongful Activities, or (ii) the Board determines in
good faith that the Key Person has materially breached any non-compete,
non-solicitation, or confidentiality agreement with the Company during or after
termination of his, her, or its services with the Company as an employee,
consultant, advisor, or member of the Board of Directors, then the Company shall
have the right to repurchase all Shares issued to the Key Person at a price
equal to the exercise price paid by the Key Person and terminate all Options
granted but not yet exercised and all Stock Rights.   Any
repurchase shall be made in accordance with accounting rules to avoid adverse
accounting treatment.  All unexercised Options shall
terminate.  The determination by the Board that any such Wrongful
Activity has occurred, whether proven or not, shall be final, conclusive, and
binding upon such Key Person.

    


    2.           The
Company’s right to repurchase shall be exercisable at any time within one year
after the date of Key Person’s termination of employment or performance of
services by the delivery of written notice by the Company to such effect to the
Key Person or his, her, or its Personal Representative; provided, that, in the
case of Shares purchased through the exercise of an Incentive Stock Option (i)
such date shall be extended to the date that is 30 days after a Key Person can
sell his or her Shares without causing the Incentive Stock Options to not
qualify as Incentive Stock Options and (ii) the Company shall not have the right
to repurchase the Shares if it would result in the Shares purchased through the
exercise of Incentive Stock Options as not qualifying as Incentive Stock
Options.  Within thirty (30) days after receipt of such notice, the
Key Person or his, her, or its Personal Representative shall deliver a
certificate or certificates for the Shares being sold, together with appropriate
duly signed stock powers transferring such Shares to the Company, and the
Company shall deliver to the Key Person, or his, her, or its Personal
Representative an amount equal to the purchase price for the Shares being
sold.

    


    3.           This
Article K shall not apply to any Key Person from and after the date of an
underwritten initial public offering of the Company’s Common
Stock.


    
      
         


      

      
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    ARTICLE
XI

    


    EFFECT
OF TERMINATION OF EMPLOYMENT

     OR
SERVICE OR DEATH

    


    A.           If
the employment or engagement by a Key Person by the Company shall terminate as a
result of such Key Person’s retirement, total and permanent disability, or
death, such Stock Rights or Options may be exercised by such Key Person or such
Key Person’s Personal Representative or beneficiaries, to the extent that such
Key Person shall have been entitled to do so on the date of such
event.  Notwithstanding the foregoing, the Board may, in its sole
discretion, permit such Option or Stock Rights to be issued or to be exercised
to an extent greater than would otherwise be provided under this
paragraph.

    


    Options
may be exercised to the extent set forth above no later than the first to occur
of the following:

    


    1.           the
expiration of three (3) months after termination of employment if such
termination is due to retirement, or total and permanent disability; provided if
such Key Person shall die during such three (3) month period, then one (1) year
after the date of death; or

    


    2.           the
expiration of one (1) year after termination of employment if such termination
is due to such Key Person’s death; or

    


    3.           the
expiration date of such Incentive Stock Option.

    


    B.           If
the employment or service of a Key Person shall terminate for any reason other
than retirement, total and permanent disability, death or Wrongful Activities of
the Key Person, any Incentive Stock Option held by the Key Person may be
exercised only within three (3) months after such termination unless by its
terms the Incentive Stock Option expired sooner and only to the extent that the
Key Person would have been entitled to do so on the date of such
termination.

    


    ARTICLE
XII

    


    MISCELLANEOUS
PROVISIONS

    


    A.           Notwithstanding
anything to the contrary in this Plan, in the event of any recapitalization,
stock dividend, stock split, reverse stock split, stock dividend, combination,
reclassification or exchange affecting the Shares subject to this Plan, or any
merger, consolidation, or reorganization as a result of which the Company is the
surviving corporation, the aggregate number of Shares subject to the Plan and
outstanding Options both as to number of Shares and the option price, and Stock
Rights may be appropriately adjusted as determined by the Board, whose
determination shall be final, binding, and conclusive.


    
      
         


      

      
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    Notwithstanding anything to the
contrary in this Plan, in the event of dissolution or liquidation of the
Company, or in the event of reorganization, merger, reorganization, or
consolidation of the Company with one or more corporations in which the Company
is not the surviving corporation or the Company becomes a wholly owned
subsidiary of another corporation as a result of one of the events described in
this paragraph or a sale of the Company, the Plan shall terminate, and any
Option or Stock Rights then outstanding hereunder shall terminate on the
effective date of such transaction unless the surviving corporation, or if
applicable the corporation purchasing all of the Shares of the Company (or its
affiliates) agrees to assume such Option or obligation to issue Shares pursuant
to Stock Rights or elects to issue substitute options or rights in place
thereof; provided, however, that all outstanding Options or Stock Rights not
being assumed by the surviving or purchasing corporation shall become
exercisable in part or in full, at the election of the Key Person, during the
five (5) business days immediately preceding the effective date of such
transaction.

    


    B.           In
addition to such other rights of indemnification as they may have as members of
the Board of Directors, the Company shall indemnify to the full extent permitted
by law, each member of the Board (and his or her respective heirs, executors,
and administrators) made, or threatened to be made, a party to any action, suit
or proceeding (whether civil, criminal, administrative, or investigative) by
reason of any action taken or failure to act under, or in connection with, the
Plan or any Option or Stock Rights granted thereunder.

    


    C.           The
Board of Directors shall have the power, in its discretion, to amend, suspend,
or terminate the Plan in whole or in part at any time; provided no amendment or
termination shall in any manner affect an Option or Stock Right theretofore
granted without the consent of the Key Person.

    


    D.           Nothing
contained in this Plan, or in Option Agreements, Stock Rights Agreements or in
any other documents related to this Plan or to Options or Stock Rights shall
confer upon any Key Person any right to continue in the employ of, or be engaged
by, the Company, as an employee or otherwise, constitute any contract or
agreement of employment, or engagement, or interfere in any way with the right
of the Company to reduce such person’s fees, compensation, or benefits or to
terminate the employment or engagement of such Key Person, with or without
cause, but nothing contained in this Plan or any document related thereto shall
affect any other contractual right of any Key Person.

    


    E.           No
Key Person, Beneficiary, or other person shall have any right, title, or
interest in any fund or in any specific asset of the Company by reason of any
Option or Stock Rights granted hereunder.  Neither the provisions of
this Plan (or of any documents related hereto), nor the creation or adoption of
this Plan, nor any action taken pursuant to the provisions of this Plan shall
create, or be construed to create, a trust of any kind or a fiduciary
relationship between the Company and any Key Person, Beneficiary, or other
person.  To the extent that a Key Person, Beneficiary, or other person
acquires a right to receive an Option or Stock Rights hereunder, such right
shall be no greater than the right of any unsecured general creditor of the
Company.

     

    
      
         


      

      
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    F.           Any
notice required herein to be given by a Key Person to the Company shall be
deemed to have been given on delivery of such notice in writing to the Company
at such addresses the Company designates in writing to the Key Person at the
Date of Grant, or at such other address as the Company may thereafter designate
in writing to such Key Person.  Any notice required herein to be given
by the Company to any Key Person shall be deemed to have been given on mailing
of such notice in writing addressed to the last known address of such Key Person
as shown on the records of the Company.

    


    G.           The
provisions of the Plan shall be binding upon all Personal Representatives and
Beneficiaries of the Key Person.

    


    H.  This
Plan shall be construed, administered, and governed in all respects by the laws
of the State of New York without regard to conflicts of laws thereof and is a
plan maintained outside the United States primarily for the benefit of
non-resident aliens of the United States; and, therefore, the U.S. Employment
Retirement Income Security Act of 1974, as amended shall not apply.

     

    
      
         


      

      
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