EXHIBIT
      4.2

    


    O2DIESEL
      CORPORATION

    2004
      STOCK INCENTIVE PLAN, as amended

    


    1.    Definitions.
      In
      this
      Plan, except where the context otherwise indicates, the following definitions
      shall apply:

     

    1.1. “Affiliate”
      means a corporation, partnership, business trust, limited liability company
      or
      other form of business organization at least a majority of the total combined
      voting power of all classes of stock or other equity interests of which is
      owned
      by the Company, either directly or indirectly, and any other entity designated
      by the Committee in which the Company has a significant interest.

     

    1.2. “Agreement”
      means a written agreement or other document evidencing an Award that shall
      be in
      such form as may be specified by the Committee and that may, but need not,
      be
      signed by a Participant, as determined by the Committee in its
      discretion.

     

    1.3. “Award”
      means a grant of an Option, Right, Restricted Stock, Incentive Shares or
      Performance Award.

     

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

     

    1.5. “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    1.6. “Committee”
      means the Compensation Committee of the Board or such other committee(s),
      subcommittee(s) or person(s) appointed by the Board to administer this Plan
      or
      to make and/or administer specific Awards hereunder. 
      If no
      such appointment is in effect at any time, “Committee” shall mean the
      Board.

     

    1.7. “Common
      Stock” means the common stock, par value $0.0001 per share, of the
      Company.

     

    1.8. “Company”
      means O2Diesel Corporation, and any successor thereto.

     

    1.9. “Date
      of
      Exercise” means the date on which the Company receives notice of the exercise of
      an Option or Right in accordance with the terms of Section 8.1
      hereof.

     

    1.10. “Date
      of
      Grant” means the date on which an Award is granted under this Plan.

     

    1.11. “Eligible
      Person” means any person who is (a) an Employee (b) hired to be an Employee, (c)
      a Non-Employee Director, or (d) a consultant or independent contractor to the
      Company or an Affiliate.

     

    1.12. “Employee”
      means any person determined by the Committee to be an employee of the Company
      or
      an Affiliate.

     

    1.13. “Exercise
      Price” means the price per Share at which an Option may be
      exercised.

     

    
      
         

      

      
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    1.14. “Fair
      Market Value” means an amount equal to the then fair market value of a Share as
      determined by the Committee pursuant to a reasonable method adopted in good
      faith for such purpose, or, unless otherwise determined by the Committee, if
      the
      Common Stock is traded on a securities exchange or automated dealer quotation
      system, fair market value shall be the last sale price for a Share, as of the
      relevant date, on such securities exchange or automated dealer quotation system
      as reported by such source as the Committee may select.

     

    1.15. “Incentive
      Shares” means an award providing for the contingent grant of Shares pursuant to
      the provisions of Section 10 hereof.

     

    1.16. “Incentive
      Stock Option” means an Option granted under this Plan that the Company
      designates as an incentive stock option under Section 422 of the
      Code.

     

    1.17. “Non-Employee
      Director” means any member of the Company’s or an Affiliate’s Board of Directors
      who is not an Employee.

     

    1.18. “Nonstatutory
      Stock Option” means an Option granted under this Plan that is not an Incentive
      Stock Option.

     

    1.19. “Option”
      means an option to purchase Shares granted under this Plan in accordance with
      the terms of Section 6 hereof.

     

    1.20. “Option
      Period” means the period during which an Option may be exercised.

     

    1.21. “Participant”
      means an Eligible Person who has been granted an Award hereunder.

     

    1.22. “Performance
      Award” means a performance award granted under the Plan in accordance with the
      terms of Section 11 hereof.

     

    1.23. “Performance
      Goals” means performance goals established by the Committee which may be based
      on earnings or earnings growth, sales, return on assets, cash flow, total
      shareholder return, equity or investment, regulatory compliance, satisfactory
      internal or external audits, improvement of financial ratings, achievement
      of
      balance sheet or income statement objectives, implementation or completion
      of
      one or more projects or transactions, or any other objective goals established
      by the Committee, and may be absolute in their terms or measured against or
      in
      relationship to other companies comparably, similarly or otherwise situated.
      Such performance goals may be particular to an Eligible Person or the
      department, branch, Affiliate, or division in which the Eligible Person works,
      or may be based on the performance of the Company, one or more Affiliates,
      or
      the Company and one or more Affiliates, and may cover such period as may be
      specified by the Committee.

     

    1.24. “Plan”
      means the O2Diesel Corporation 2004 Stock Incentive Plan, as amended from time
      to time.

     

    1.25. “Related
      Option” means an Option in connection with which, or by amendment to which, a
      Right is granted.

     

    
      
         

      

      
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    1.26. “Related
      Right” means a Right granted in connection with, or by amendment to, an
      Option.

     

    1.27. “Restricted
      Stock” means Shares granted under the Plan pursuant to the provisions of Section
      9 hereof.

     

    1.28. “Right”
      means a stock appreciation right granted under the Plan in accordance with
      the
      terms of Section 7 hereof.

     

    1.29. “Right
      Period” means the period during which a Right may be exercised.

     

    1.30. “Section
      422 Employee” means an Employee who is employed by the Company or a “parent
      corporation” or “subsidiary corporation” (both as defined in Sections 424(e) and
      (f) of the Code) with respect to the Company.

     

    1.31. “Share”
      means a share of Common Stock.

     

    1.32. “Ten-Percent
      Stockholder” means a Section 422 Employee who (applying the rules of Section
      424(d) of the Code) owns stock possessing more than ten percent (10%) of the
      total combined voting power of all classes of stock of the Company or a “parent
      corporation” or “subsidiary corporation” (both as defined in Sections 424(e) and
      (f) of the Code) with respect to the Company.

     

    2.    Purpose.
      This
      Plan
      is intended to assist the Company and its Affiliates in attracting and retaining
      Eligible Persons of outstanding ability and to promote the identification of
      their interests with those of the stockholders of the Company and its
      Affiliates.

     

    3.    Administration.
      The
      Committee shall administer this Plan and shall have plenary authority, in its
      discretion, to grant Awards to Eligible Persons, subject to the provisions
      of
      this Plan. The Committee shall have plenary authority and discretion, subject
      to
      the provisions of this Plan, to determine the Eligible Persons to whom Awards
      shall be granted, the terms (which terms need not be identical) of all Awards,
      including without limitation the Exercise Price of Options, the time or times
      at
      which Awards are granted, the number of Shares covered by Awards, whether an
      Option shall be an Incentive Stock Option or a Nonstatutory Stock Option, any
      exceptions to nontransferability, any Performance Goals applicable to Awards,
      any provisions relating to vesting, and the period during which Options and
      Rights may be exercised and Restricted Stock shall be subject to restrictions.
      In making these determinations, the Committee may take into account the nature
      of the services rendered or to be rendered by Award recipients, their present
      and potential contributions to the success of the Company and its Affiliates,
      and such other factors as the Committee in its discretion shall deem relevant.
      Subject to the provisions of the Plan, the Committee shall have plenary
      authority to interpret the Plan and Agreements, prescribe, amend and rescind
      rules and regulations relating to them, and make all other determinations deemed
      necessary or advisable for the administration of this Plan and Awards granted
      hereunder. The determinations of the Committee on the matters referred to in
      this Section 3 hereof shall be binding and final.

     

    4.    Eligibility.
      Awards
      may be granted only to Eligible Persons.

     

    
      
         

      

      
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    5.    Stock
      Subject to Plan.

     

    5.1. Subject
      to adjustment as provided in Section 13 hereof, (a) the maximum number of Shares
      that may be issued under this Plan is 9,750,000 Shares provided that in the
      event that the exercise price of an Option is paid (in whole or in part) with
      Shares, such Shares received by the Company as payment shall be available for
      reissuance under the Plan.

     

    5.2. If
      an
      Option or Right expires or terminates for any reason (other than termination
      by
      virtue of the exercise of a Related Option or Related Right, as the case may
      be)
      without having been fully exercised or surrendered pursuant to Section 6.4
      hereof, if shares of Restricted Stock are forfeited, or if Shares covered by
      an
      Incentive Share Award or Performance Award are not issued or are forfeited,
      the
      unissued or forfeited Shares that had been subject to the Award shall be
      available for the grant of additional Awards. In the event an Option is
      surrendered, in whole or in part, pursuant to Section 6.4 hereof, the difference
      between (a) the number of Shares as to which the Option is surrendered, and
      (b)
      the number of whole Shares to be received by the Participant pursuant to such
      surrender (including Shares applied to the payment of withholding taxes), shall
      be available for the grant of additional Awards.

     

    5.3. Upon
      exercise of a Right (regardless of whether the Right is settled in cash or
      Shares), the number of Shares with respect to which the Right is exercised
      shall
      be charged against the number of Shares issuable under the Plan and shall not
      become available for the grant of other Awards.

     

    6.    Options.

     

    6.1. Options
      granted under this Plan to Eligible Persons shall be either Incentive Stock
      Options or Nonstatutory Stock Options, as designated by the Committee; provided,
      however, that Incentive Stock Options may only be granted to Eligible Persons
      who are Section 422 Employees on the Date of Grant. Each Option granted under
      this Plan shall be identified either as a Nonstatutory Stock Option or an
      Incentive Stock Option and shall be evidenced by an Agreement that specifies
      the
      terms and conditions of the Option. Options shall be subject to the terms and
      conditions set forth in this Section 6 hereof and such other terms and
      conditions not inconsistent with this Plan as the Committee may specify. The
      Committee may, in its discretion, condition the grant or vesting of an Option
      upon the achievement of one or more specified Performance Goals.

     

    6.2. The
      Exercise Price of an Incentive Stock Option granted under this Plan shall not
      be
      less than one hundred percent (100%) of the Fair Market Value of the Common
      Stock on the Date of Grant. Notwithstanding the foregoing, in the case of an
      Incentive Stock Option granted to an Employee who, on the Date of Grant is
      a
      Ten-Percent Shareholder, the Exercise Price shall not be less than one hundred
      and ten percent (110%) of the Fair Market Value of a share on the Date of
      Grant.

     

    6.3. The
      Option Period shall be determined by the Committee and specifically set forth
      in
      the Agreement; provided, however, that an Option shall not be exercisable after
      ten (10) years (five (5) years in the case of an Incentive Stock Option granted
      to a Ten-Percent Stockholder) from its Date of Grant.

     

    
      
         

      

      
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    6.4. The
      Committee, in its discretion, may provide in an Agreement for the right of
      a
      Participant to surrender to the Company an Option (or a portion thereof) that
      has become exercisable and to receive upon such surrender, without any payment
      to the Company (other than required tax withholding amounts) that number of
      Shares (equal to the highest whole number of Shares) having an aggregate Fair
      Market Value as of the date of surrender equal to that number of Shares subject
      to the Option (or portion thereof) being surrendered multiplied by an amount
      equal to the excess of (i) the Fair Market Value on the date of surrender over
      (ii) the Exercise Price, plus an amount of cash equal to the fair market value
      of any fractional Share to which the Participant would be entitled but for
      the
      parenthetical above relating to whole number of Shares. Any such surrender
      shall
      be treated as the exercise of the Option (or portion thereof).

     

    7.    Rights.

     

    7.1. Rights
      granted under the Plan shall be evidenced by an Agreement specifying the terms
      and conditions of the Award.

     

    7.2. A
      Right
      may be granted under the Plan:

     

    7.2.1. in
      connection with, and at the same time as, the grant of an Option under the
      Plan;

     

    7.2.2. by
      amendment of an outstanding Option granted under the Plan; or

     

    7.2.3. independently
      of any Option granted under the Plan. A Right described in clause (a) or (b)
      of
      the preceding sentence is a Related Right. A Related Right may, in the
      Committee’s discretion, apply to all or any portion of the Shares subject to the
      Related Option.

     

    7.3. A
      Right
      may be exercised in whole or in part as provided in the applicable Agreement,
      and, subject to the terms of the Agreement, entitles a Participant to receive,
      without payment to the Company (but subject to required tax withholding), either
      cash or that number of Shares (equal to the highest whole number of Shares),
      or
      a combination thereof, in an amount or having an aggregate Fair Market Value
      as
      of the Date of Exercise not to exceed the number of Shares subject to the
      portion of the Right exercised multiplied by an amount equal to the excess
      of
      (a) the Fair Market Value on the Date of Exercise of the Right over (b) either
      (i) the Fair Market Value on the Date of Grant (or such amount in excess of
      such
      Fair Market Value as may be specified by the Committee) of the Right if it
      is
      not a Related Right, or (ii) the Exercise Price as provided in the Related
      Option if the Right is a Related Right.

     

    7.4. The
      Right
      Period shall be determined by the Committee and specifically set forth in the
      Agreement; provided, however, that

     

    7.4.1. a
      Right
      will expire no later than the earlier of (i) ten (10) years from the Date of
      Grant, or (ii) in the case of a Related Right, the expiration of the Related
      Option; and

     

    7.4.2. a
      Right
      that is a Related Right to an Incentive Stock Option may be exercised only
      when
      and to the extent the Related Option is exercisable.

     

    
      
         

      

      
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    7.5. The
      exercise, in whole or in part, of a Related Right shall cause a reduction in
      the
      number of Shares subject to the Related Option equal to the number of Shares
      with respect to which the Related Right is exercised. The exercise, in whole
      or
      in part, of a Related Option shall cause a reduction in the number of Shares
      subject to the Related Right equal to the number of Shares with respect to
      which
      the Related Option is exercised.

     

    8.    Exercise
      of Options and Rights.

     

    8.1. An
      Option
      or Right may, subject to the terms of the applicable Agreement evidencing the
      Award, be exercised in whole or in part by the delivery to the Company of a
      notice of the exercise, in such form as the Committee may prescribe,
      accompanied, in the case of an Option, by (a) a full payment for the Shares
      with
      respect to which the Option is exercised or (b) irrevocable instructions to
      a
      broker to deliver promptly to the Company cash equal to the exercise price
      of
      the Option. To the extent provided in the applicable Agreement, payment may
      be
      made by (i) delivery (including constructive delivery) of Shares (provided
      that
      such Shares, if acquired pursuant to an option or other award granted hereunder
      or under any other compensation plan maintained by the Company or any Affiliate,
      have been held by the Participant for at least six (6) months or such other
      period as determined by the Committee) valued at Fair Market Value on the Date
      of Exercise or (ii) delivery of a promissory note as provided in Section 8.2
      hereof.

     

    8.2. To
      the
      extent provided in an Agreement and permitted by applicable law, the Committee
      may accept as payment of all or a portion of the Exercise Price a promissory
      note executed by the Participant evidencing his or her obligation to make future
      cash payment thereof. Promissory notes made pursuant to this Section 8.2 shall
      (a) be secured by a pledge of the Shares received upon exercise of the Option,
      (b) bear interest at a rate fixed by the Committee, and (c) contain such other
      terms and conditions as the Committee may determine in its
      discretion.

     

    9.    Restricted
      Stock Awards. Each
      grant of Restricted Stock under this Plan shall be subject to an Agreement
      specifying the terms and conditions of the Award. Restricted Stock granted
      under
      this Plan shall consist of Shares that are restricted as to transfer, subject
      to
      forfeiture, and subject to such other terms and conditions as may be determined
      by the Committee. Such terms and conditions may provide, in the discretion
      of
      the Committee, for the lapse of such transfer restrictions or forfeiture
      provisions to be contingent upon the achievement of one or more specified
      Performance Goals.

     

    10.    Incentive
      Share Awards. Each
      grant of Incentive Shares under this Plan shall be evidenced by an Agreement
      that: (a) provides for the issuance of Shares to a Participant at such times
      and
      (b) contains such other terms and conditions, as determined by the Committee,
      including without limitation, terms that condition the issuance of Shares upon
      the achievement of one or more specified Performance Goals.

     

    11.    Performance
      Awards. Each
      Performance Award granted under this Plan shall be evidenced by an Agreement
      that: (a) provides for the payment of cash and/or issuance of Shares to a
      Participant contingent upon the attainment of one or more specified Performance
      Goals and (b) contains such other terms and conditions as may be determined
      by
      the Committee. For purposes of Section 5.1(b) hereof and, Section 5.2 hereof,
      a
      Performance Award shall be deemed

     

    
      
         

      

      
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    to
      cover
      a number of Shares equal to the sum of (a) the maximum number of Shares that
      may
      be issued upon payment of the Award and (b) to the extent the Award is not
      payable in Shares, a number of Shares equal to the quotient obtained by dividing
      the maximum dollar amount of the Award that is not payable in Shares by the
      Fair
      Market Value of a Share as of the Date of Grant of the Award, rounded to the
      next highest whole number.

     

    12.    Dividends
      and Dividend Equivalents.
      The
      terms of an Award may, subject to such terms and conditions as the Committee
      may
      specify, provide a Participant with the right to receive dividend payments
      or
      dividend equivalent payments with respect to Shares covered by the Award, which
      payments may be either made currently or credited to an account established
      for
      the Participant, and may be settled in cash or Shares, as determined by the
      Committee.

     

    13.    Capital
      Adjustments. In
      the
      event of any change in the outstanding Common Stock by reason of any stock
      dividend, split-up, recapitalization, reclassification, combination or exchange
      of shares, merger, consolidation, liquidation or the like, the Committee may,
      in
      its discretion, provide for a substitution for or adjustment in (a) the number
      and class of shares subject to outstanding Awards or the type of consideration
      to be received upon the exercise or vesting of outstanding Awards, (b) the
      Exercise Price of Options and the base price upon which payments under Rights
      that are not Related Rights are determined, and (c) the aggregate number and
      class of Shares for which Awards thereafter may be granted under this Plan,
      and
      (d) the maximum number of Shares with respect to which an Employee may be
      granted Awards during the period specified in Section 5.1(b)
      hereof.

     

    14.    Termination
      or Amendment. The
      Board
      may amend or terminate this Plan in any respect at any time; provided, however,
      that, after this Plan has been approved by the stockholders of the Company,
      no
      amendment or termination of this Plan shall be made by the Board without
      approval of (a) the Company’s stockholders to the extent stockholder approval of
      the amendment is required by applicable law or regulations or the requirements
      of the principal exchange or interdealer quotation system on which the Common
      Stock is listed or quoted, if any, and (b) each affected Participant if such
      amendment or termination would adversely affect such Participant’s rights or
      obligations under any Award granted prior to the date of such amendment or
      termination.

     

    15.    Modification,
      Substitution of Awards.

     

    15.1. Subject
      to the terms and conditions of this Plan, the Committee may modify the terms
      of
      any outstanding Awards; provided, however, that no modification of an Award
      shall, without the consent of the Participant, alter or impair any of the
      Participant’s rights or obligations under such Award.

     

    15.2. Anything
      contained herein to the contrary notwithstanding, Awards may, at the discretion
      of the Committee, be granted under this Plan in substitution for stock options
      and other awards covering capital stock of another corporation which is merged
      into, consolidated with, or all or a substantial portion of the property or
      stock of which is acquired by, the Company or one of its Affiliates. The terms
      and conditions of the substitute Awards so granted may vary from the terms
      and
      conditions set forth in this Plan to such extent as the Committee may deem
      appropriate in order to conform, in whole or part, to the provisions of the
      awards in substitution for which

     

    
      
         

      

      
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    they
      are
      granted. Such substitute Awards granted hereunder shall not be counted toward
      the Share limit imposed by Section 5.1(b) hereof, except to the extent it is
      determined by the Committee that counting such Awards is required in order
      for
      Awards granted hereunder to be eligible to qualify as “performance-based
      compensation” within the meaning of Section 162(m) of the Code.

     

    15.3. Any
      provision of the Plan or any Agreement to the contrary notwithstanding, the
      Committee may cause any Award granted hereunder to be canceled in consideration
      of a cash payment or alternative Award made to the holder of such canceled
      Award
      equal in value to the Fair Market Value of such canceled Award. For purposes
      of
      this Section 15.3, the Fair Market Value of any canceled Award shall be
      determined assuming that the Award is fully vested at the time of
      cancellation.

     

    16.    Foreign
      Employees.
      Without
      amendment of this Plan, the Committee may grant Awards to Eligible Persons
      who
      are subject to the laws of foreign countries or jurisdictions on such terms
      and
      conditions different from those specified in this Plan as may in the judgement
      of the Committee be necessary or desirable to foster and promote achievement
      of
      the purposes of this Plan. The Committee may make such modifications,
      amendments, procedures, sub-plans and the like as may be necessary or advisable
      to comply with provisions of laws of other countries or jurisdictions in which
      the Company or any of its Affiliates operate or have employees.

     

    17.    Stockholder
      Approval.
      This
      Plan, and any amendments hereto requiring stockholder approval pursuant to
      Section 14 hereof, are subject to approval by vote of the stockholders of the
      Company at the next annual or special meeting of stockholders following adoption
      by the Board.

     

    18.    Withholding.
      The
      Company’s obligation to issue or deliver Shares or pay any amount pursuant to
      the terms of any Award granted hereunder shall be subject to satisfaction of
      applicable federal, state and local tax withholding requirements. To the extent
      provided in the applicable Agreement and in accordance with rules prescribed
      by
      the Committee, a Participant may satisfy any such withholding tax obligation
      by
      any of the following means or by a combination of such means: (a) tendering
      a
      cash payment, (b) authorizing the Company to withhold Shares otherwise issuable
      to the Participant, or (c) delivering to the Company already-owned and
      unencumbered Shares.

     

    19.    Term
      of Plan.
      Unless
      sooner terminated by the Board pursuant to Section 14, this Plan shall terminate
      on the date that is ten (10) years after the earlier of that date that the
      Plan
      is adopted by the Board or approved by the Company’s stockholders, and no Awards
      may be granted or awarded after such date. The termination of this Plan shall
      not affect the validity of any Award outstanding on the date of
      termination.

     

    20.    Indemnification
      of Committee.
      In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or Committee, members of the Committee shall be indemnified by the
      Company against all reasonable expenses, including attorneys’ fees, actually and
      reasonably incurred in connection with the defense of any action, suit or
      proceeding, or in connection with any appeal therein, to which they or any
      of
      them may be a party by reason of any action taken or failure to act under or
      in
      connection with this Plan or any Award granted hereunder, and against all
      amounts reasonably paid by them in settlement thereof or paid by
      them

     

    
      
         

      

      
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    in
      satisfaction of a judgment in any such action, suit or proceeding, if such
      members acted in good faith and in a manner which they believed to be in, and
      not opposed to, the best interests of the Company.

     

    21.    General
      Provisions.

     

    21.1. The
      establishment of this Plan shall not confer upon any Eligible Person any legal
      or equitable right against the Company, any Affiliate or the Committee, except
      as expressly provided in this Plan. Participation in this Plan shall not give
      an
      Eligible Person any right to be retained in the service of the Company or any
      Affiliate.

     

    21.2. Neither
      the adoption of this Plan nor its submission to the Company’s stockholders shall
      be taken to impose any limitations on the powers of the Company or its
      Affiliates to issue, grant, or assume options, warrants, rights, or restricted
      stock, or other awards otherwise than under this Plan, or to adopt other stock
      option, restricted stock, or other plans, or to impose any requirement of
      stockholder approval upon the same.

     

    21.3. The
      interests of any Eligible Person under this Plan are not subject to the claims
      of creditors and may not, in any way, be assigned, alienated or encumbered
      except to the extent provided in an Agreement.

     

    21.4. This
      Plan
      shall be governed, construed and administered in accordance with the laws of
      the
      State of Washington.

     

    21.5. The
      Committee may require each person acquiring Shares pursuant to Awards granted
      hereunder to represent to and agree with the Company in writing that such person
      is acquiring the Shares without a view to distribution thereof. The certificates
      for such Shares may include any legend which the Committee deems appropriate
      to
      reflect any restrictions on transfer. All certificates for Shares issued
      pursuant to this Plan shall be subject to such stock transfer orders and other
      restrictions as the Committee may deem advisable under the rules, regulations
      and other requirements of the Securities and Exchange Commission, any stock
      exchange upon which the Common Stock is then listed or interdealer quotation
      system upon which the Common Stock is then quoted, and any applicable federal
      or
      state securities laws. The Committee may place a legend or legends on any such
      certificates to make appropriate reference to such restrictions.

     

    21.6. The
      Company shall not be required to issue any certificate or certificates for
      Shares with respect to Awards granted under this Plan, or record any person
      as a
      holder of record of such Shares, without obtaining, to the complete satisfaction
      of the Committee, the approval of all regulatory bodies deemed necessary by
      the
      Committee, and without complying to the Board’s or Committee’s complete
      satisfaction, with all rules and regulations, under federal, state or local
      law
      deemed applicable by the Committee.

     

    21.7. To
      the
      extent that the Plan provides for issuance of stock certificates to reflect
      the
      issuance of Shares, the issuance may be effected on a noncertificated basis,
      to
      the extent not prohibited by applicable law or the rules of any stock exchange
      or automated dealer quotation system on which the Shares are
      traded.

     

    
      
         

      

        -9-