Exhibit 10.10

                            NEAH POWER SYSTEMS, INC.

                      LONG TERM INCENTIVE COMPENSATION PLAN

                            EFFECTIVE MARCH 14, 2006

                  (APPROVED BY STOCKHOLDERS ON MARCH 14, 2006)

1.   PURPOSES

     The purposes of this Long Term Incentive Compensation Plan are to promote
     the long-term success of Neah Power Systems, Inc., a Nevada corporation,
     (the "Company") and its subsidiaries and to provide financial incentives to
     employees, members of the Board and advisers and consultants of the Company
     and its subsidiaries to strive for long-term creation of stockholder value.
     The Plan provides long-term incentives to employees, members of the Board
     and advisers and advisors of the Company and its subsidiaries who are able
     to contribute towards the creation of or have created stockholder value by
     providing them stock options and other stock and cash incentives.

2.   DEFINITIONS

     The following definitions shall be applicable throughout the Plan:

     (a) "Award" means an incentive award as described in Section 5(a).

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

     (c) "Change in Control" means:

          (i)     The consummation of a merger or consolidation of the Company
                  with or into another entity or any other corporate
                  reorganization, if persons who were not stockholders of the
                  Company immediately prior to such merger, consolidation or
                  other reorganization own immediately after such merger,
                  consolidation or other reorganization 50% or more of the
                  voting power of the outstanding securities of each of (A) the
                  continuing or surviving entity and (B) any direct or indirect
                  parent corporation of such continuing or surviving entity;

          (ii)    The sale, transfer or other disposition of all or
                  substantially all of the Company's assets;

          (iii)   Any transaction as a result of which any person is the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Securities Exchange Act of 1934), directly or indirectly, of
                  securities of the Company representing at least 50% of the
                  total voting power represented by the


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                    Company's then outstanding voting securities. For purposes
                    of this Paragraph (iii), the term "person" shall have the
                    same meaning as when used in sections 13(d) and 14(d) of the
                    Securities Exchange Act of 1934 but shall exclude (A) a
                    trustee or other fiduciary holding securities under an
                    employee benefit plan of the Company or of a parent or
                    subsidiary of the Company and (B) a corporation owned
                    directly or indirectly by the stockholders of the Company in
                    substantially the same proportions as their ownership of the
                    common stock of the Company.

          A transaction shall not constitute a Change in Control if its sole
          purpose is to change the state of the Company's incorporation or to
          create a holding company that will be owned in substantially the same
          proportions by the persons who held the Company's securities
          immediately before such transaction.

     (d)  "Chief Executive Officer" or "CEO" means the Chief Executive Officer
          of the Company.

     (e)  "Chief Financial Officer" or "CFO" means the Chief Financial Officer
          of the Company.

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

     (g)  "Committee" means the Compensation Committee of the Board unless
          another committee comprised of members of the Board is designated by
          the Board to oversee and administer the Plan, PROVIDED, that the
          Committee shall consist of two or more members of the Board as the
          Board may designate from time to time, each of whom shall satisfy such
          requirements as:

          (i)     the Securities and Exchange Commission may establish for
                  administrators acting under plans intended to qualify for
                  exemption under Rule 16b-3 or its successor under the Exchange
                  Act;

          (ii)    the rules of a stock exchange on which the securities of the
                  Company are traded as may be established pursuant to its
                  rule-making authority of such stock exchange; and

          (iii)   the Internal Revenue Service may establish for outside
                  directors acting under plans intended to qualify for exemption
                  under Section 162(m) of the Code.

     (h)  "Company" means Neah Power Systems, Inc., a Nevada corporation.

     (i)  "Covered Employee" shall have the meaning given that term by Section
          162(m) of the Code and income tax regulations promulgated thereunder.

     (j)  "Disability" means a physical or mental medical condition that
          prevents the Participant from performing the duties of his or her
          position with the Company and


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          is likely to last at least twelve months or result in death, as
          determined by the Committee in its sole discretion.

     (k)  "EVA Award" means the award described in Section 11.

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

     (m)  "Fair Market Value" means, with respect to the common stock of the
          Company, the closing sale price of such common stock at four o'clock
          p.m. (Eastern Time), on the principal United States national stock
          exchange on which the common stock of the Company is traded, as
          determined by the Committee, or, if the common stock shall not have
          been traded on such date, the closing sale price on such stock
          exchange on the first day prior thereto on which the common stock was
          so traded, or, if the common stock is not traded on a United States
          national stock exchange, such other amount as may be determined by the
          Committee by any fair and reasonable means. Fair Market Value
          determined by the Committee in good faith shall be final, binding and
          conclusive on all parties.

     (n)  "Incentive Stock Option" means an option to purchase the stock of the
          Company as described in Section 422 of the Code.

     (o)  "LTIPA" means an agreement establishing the terms and conditions for
          an Award granted under the Plan, including any applicable performance
          goals.

     (p)  "Nonstatutory Stock Option" means an option to purchase the stock of
          the Company which is designated not to be an Incentive Stock Option.

     (q)  "Participant" means, subject to the provisions of Section 11 with
          respect to EVA Awards, a full-time employee of the Company, or a
          non-employee member of the Board, or a member of the scientific
          advisory committee of the Company or one of its subsidiaries who meets
          the requirements of Section 4(b).

     (r)  "Performance Stock" means the award described in Section 9.

     (s)  "Performance Unit" means the award described in Section 10.

     (t)  "Plan" means this Neah Power Systems, Inc. Long Term Incentive
          Compensation Plan.

     (u)  "Restricted Stock" means the award described in Section 8.

     (v)  "Restricted Stock Unit" means the award described in Section 8.

     (w)  "Service" means that the Participant's service with the Company or an
          affiliated entity, whether as an employee, adviser, consultant or
          member of the Board, is not interrupted or terminated. The
          Participant's Service shall not be deemed to have been interrupted or
          terminated merely because of a change in the capacity in which the
          Participant renders service to the Company or an affiliated entity as
          an employee,


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          adviser, consultant or member of the Board or a change in the entity
          for which the Participant renders such service, provided, that there
          otherwise is no interruption or termination of the Participant's
          Service. For example, a change in status from an employee of the
          Company to a consultant of an affiliate or a member of the Board will
          not constitute an interruption of Service. The Committee, in its sole
          discretion, may determine whether Service shall be considered
          interrupted in the case of any leave of absence approved by the
          Company, including sick leave, military leave or any other personal
          leave.

     (x)  "Stock Appreciation Right" or "SAR" means the award described in
          Section 7.

     (y)  "Stock Option" means the award described in Section 6, which may be
          either an Incentive Stock Option or a Nonstatutory Stock Option, as
          determined by the Committee.

     (z)  "Ten Percent Shareholder" means a person who owns (or is deemed to own
          pursuant to Section 424(d) of the Code) stock possessing more than ten
          percent (10%) of the total combined voting power of all classes of
          stock of the Company or of any of its Affiliates (as defined in
          Section 424 of the Code).

3.   POWERS AND ADMINISTRATION

     The Plan shall be administered by the Committee. The Committee shall have
     the authority to construe and interpret the Plan and any Awards granted
     thereunder, to establish and amend rules for Plan administration, to change
     the terms and conditions of options and other Awards at or after grant, and
     to make all other determinations which it deems necessary or advisable for
     the administration of the Plan. The determinations of the Committee shall
     be made in accordance with its judgment as to the best interests of the
     Company and its stockholders and in accordance with the purposes of the
     Plan. The Committee may take action by a meeting in which a quorum of the
     Committee is present. The meeting may be in person, by telephone or in such
     other manner in which the members of the Committee participating in the
     meeting may communicate directly with each other. A majority of the members
     of the Committee shall constitute a quorum, and all determinations of the
     Committee shall be made by a majority of its members. Any determination of
     the Committee under the Plan may be made without notice or meeting of the
     Committee, in a writing signed by all the Committee members.

     The Committee shall have the authority to reduce (but not increase) the
     payouts on such Awards and the Committee shall have the authority to limit
     (but not waive) the actual performance-based vesting of such Awards, in
     both cases in its sole discretion. The Committee may prescribe rules and
     procedures for the administration of the Plan and shall have the authority
     to delegate ministerial duties to agents for the Committee (and allocate
     responsibilities among the agents appointed by the Committee for the
     performance of the ministerial duties) in the administration of the Plan.

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4.   ELIGIBILITY AND PARTICIPATION

     (a)  ELIGIBILITY. Only employees of the Company and its subsidiaries,
          non-employee members of the Board, and members of the scientific
          advisory committee of the Company and its subsidiaries or consultants
          thereto, who are designated by this Plan or selected by the Committee
          to participate in the Plan shall be eligible to participate in the
          Plan. Any corporation or other entity in which a 50% or greater
          interest is at the time directly or indirectly owned by the Company
          shall be a subsidiary for purposes of the Plan.

     (b)  PARTICIPATION. The CEO and the CFO shall participate in the Plan and
          their Awards and rights under the Plan shall be determined by the
          Committee. In addition, each year the CEO shall present to the
          Committee a list of employees of the Company or its subsidiaries that
          the CEO recommends be designated as Participants for an upcoming
          Performance Period (or a concurrent Performance Period with respect to
          a newly hired employee of the Company or a subsidiary of the Company),
          proposed Awards to such employees, and proposed terms for the LTIPAs
          for the proposed Awards to such employees. In addition, the CEO may
          present recommended amendments to any existing LTIPAs, and the
          proposed Phase Level advancement for existing LTIPAs with respect to
          EVA Awards. The Committee shall consider the CEO's recommendations and
          shall determine the Awards, if any, to be granted and the terms of the
          LTIPAs for such Awards, any amendments to existing LTIPAs (subject to
          the restrictions on the authority granted to the Committee in Section
          3), and Phase Level advancements.

          Designation of an employee as a Participant for any Performance Period
          shall not require the Committee to designate that person to be a
          Participant or to receive an Award in any Performance Period or to
          receive the same type or amount of Award as granted to the Participant
          in such year. Grants of Awards to Participants need not be of the same
          type or amount and may have different terms. Employment with the
          Company or its subsidiary prior to completion of or during a
          Performance Period, or service on the Board or as a member of the
          scientific advisory committee of the Company and its subsidiaries or
          consultants thereto, does not entitle the employee, director,
          consultant or adviser to participate in the Plan or vest in any
          interest in any Award under the Plan. The Committee shall consider all
          factors that it deems relevant in selecting Participants and in
          determining the type and amount of their respective Awards.

5.   AWARDS AVAILABLE

     (a)  TYPES OF AWARDS. The Awards available under the Plan shall consist of
          Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
          Stock Units, Performance Stock, Performance Units, EVA Awards, and
          other stock or cash awards, as described below.

     (b)  SHARES AVAILABLE UNDER THE PLAN. There is hereby reserved for issuance
          under the Plan an aggregate of ten million shares of the Company
          common stock. All shares


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          issued under the Plan may be either authorized and unissued shares or
          issued shares reacquired by the Company. Shares covered by an Award
          granted under the Plan shall not be counted as used unless and until
          they are actually issued and delivered to a Participant. Any shares
          covered by an SAR shall be counted as used only to the extent shares
          are actually issued to the Participant upon exercise of the right. In
          addition, any shares of common stock exchanged by an optionee as full
          or partial payment to the Company of the exercise price under any
          Stock Option exercised under the Plan, any shares retained by the
          Company pursuant to a Participant's tax withholding election, and any
          shares covered by a Award which is settled in cash shall be added to
          the shares available for Awards under the Plan. All of the available
          shares may, but need not, be issued pursuant to the exercise of
          Incentive Stock Options. Notwithstanding anything else contained in
          this Section 5 the total number of shares of the common stock of the
          Company that may be issued under the Plan for Awards other than cash
          Awards shall not exceed a total of ten million shares (subject to
          adjustment in accordance with Sections 16 and 17).

     (c)  ANNUAL LIMIT ON TOTAL GRANTS OF RESTRICTED STOCK, RESTRICTED STOCK
          UNITS AND PERFORMANCE Stock. Notwithstanding anything else in this
          Section 5, the Restricted Stock, Restricted Stock Units and
          Performance Shares granted under the Plan in any one calendar year
          shall not relate to more than one million shares of Common Stock in
          the aggregate, provided, that any portion of such one million share
          limit not reserved for grants of Restricted Stock, Restricted Stock
          Units or Performance Shares made in any calendar year beginning in
          2006, shall be added to the one million share limit for subsequent
          calendar years.

     (d)  REVERSION OF SHARES. If there is a lapse, expiration, termination or
          cancellation of any Stock Option issued under the Plan prior to the
          issuance of shares thereunder or if shares of common stock are issued
          under the Plan and thereafter are reacquired by the Company, the
          shares subject to those options and the reacquired shares shall be
          added to the shares available for Awards under the Plan.

     (e)  LIMITS ON INDIVIDUAL GRANTS. Under the Plan, no Participant may
          receive in any calendar year (i) Stock Options relating to more than
          one million shares, (ii) Restricted Stock or Restricted Stock Units
          that are subject to the attainment of Performance Goals below hereof
          relating to more than two hundred fifty thousand shares, (iii) Stock
          Appreciation Rights relating to more than two hundred fifty thousand
          shares, or (iv) Performance Stock relating to more than two hundred
          fifty thousand shares. Under the Plan, the maximum cash payment that
          may be made to an individual Participant in any calendar year under a
          single Performance Unit Award, a single EVA Award or other cash bonus
          Award shall not exceed $200,000.

     (f)  ADJUSTMENTS. The shares reserved for issuance and the limitations set
          forth above shall be subject to adjustment in accordance with Sections
          16 and 17 hereof.

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6.   STOCK OPTIONS

     (a)  GRANT OF STOCK OPTIONS. Stock Options may be granted to Participants
          by the Committee, at any time as determined by the Committee.

     (b)  TERMS OF STOCK OPTIONS. The Committee shall determine the terms and
          conditions of each Stock Option, the number of shares subject to the
          Stock Option, and whether the Stock Option is an Incentive Stock
          Option or a Nonstatutory Stock Option. The option price for each Stock
          Option shall be determined by the Committee but shall not be less than
          100% of the Fair Market Value of the Company's common stock on the
          date the Stock Option is granted. Notwithstanding the foregoing, a
          Stock Option may be granted with an exercise price lower than that set
          forth in the preceding sentence if such Option is granted pursuant to
          an assumption or substitution for another option in a manner
          satisfying the provisions of Section 424(a) of the Code.

     (c)  TERM OF STOCK OPTIONS. Each Stock Option shall expire at such time as
          the Committee shall determine at the time of grant.

     (d)  EXERCISABILITY OF STOCK OPTIONS. Each Stock Option shall be
          exercisable at such time and subject to such terms and conditions as
          the Committee shall determine; provided, however, that no Stock Option
          shall be exercisable later than the tenth anniversary of its grant.
          The option price, upon exercise of any Stock Option, shall be payable
          to the Company in full by (i) cash payment or its equivalent, (ii)
          tendering previously acquired shares (held for at least six months to
          the extent necessary to avoid any variable accounting on such option)
          or purchased on the open market and having a Fair Market Value at the
          time of exercise equal to the option price, or certification of
          ownership of such previously-acquired shares, (iii) delivery of a
          properly executed exercise notice, together with irrevocable
          instructions to a broker to promptly deliver to the Company the amount
          of sale proceeds from the option shares or loan proceeds to pay the
          exercise price and any withholding taxes due to the Company, and (iv)
          such other methods of payment as the Committee, at its discretion,
          deems appropriate, provided, that payment of the common stock's "par
          value," as defined in the Nevada General Corporation Law, shall not be
          made by deferred payment.

          Except as otherwise provided in a LTIPA, in the event the Service of a
          Participant holding a Stock Option terminates (other than upon the
          Participant's death or Disability), the Participant may exercise his
          or her Stock Option (to the extent that the Participant was entitled
          to exercise such Stock Option as of the date of termination) but only
          within such period of time ending on the earlier of (i) the date three
          (3) months following the termination of the Participant's Service (or
          such longer or shorter period specified in the LTIPA for such Stock
          Option), or (ii) the expiration of the term of the Stock Option as set
          forth in the LTIPA. If, after termination, the Participant does not
          exercise his or her Option within the time specified in the LTIPA, the
          Stock Option shall thereafter terminate.

     (e)  VESTING. Subject to the provisions of Sections 5(f), 16 and 24, the
          total number of shares of Common Stock subject to a Stock Option shall
          be subject to the following vesting provisions of this Subsection
          6(e):

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          (i)     The total number of shares of Common Stock subject to a Stock
                  Option may, but need not, vest and therefore become
                  exercisable in periodic installments that may, but need not,
                  be equal.

          (ii)    The Option may be subject to such other terms and conditions
                  on the time or times when it may be exercised (which may be
                  based on performance or other criteria) as the Committee may
                  deem appropriate.

          (iii)   The vesting provisions of individual Stock Options may vary.

          (iv)    The provisions of this Subsection 6(e) are subject to any
                  Stock Option provisions governing the minimum number of shares
                  of Common Stock as to which a Stock Option may be exercised.

     (f)  INCENTIVE STOCK OPTION REQUIREMENTS. Stock Options granted under the
          Plan as Incentive Stock Options shall have such terms as required by
          Sections 422 of the Code for an Incentive Stock Option, including, but
          not limited to, the following terms in this Section 6(f).

          (i)     Incentive stock options shall be granted only to employees of
                  the Company or its subsidiary.

          (ii)    The exercise price of each Incentive Stock Option shall be not
                  less than one hundred percent (100%) of the Fair Market Value
                  of the Common Stock subject to the Option on the date the
                  Option is granted or one hundred ten percent (110%) in the
                  case of a grant of an Incentive Stock Option to a Ten Percent
                  Shareholder. Notwithstanding the foregoing, an Incentive Stock
                  Option may be granted with an exercise price lower than that
                  set forth in the preceding sentence if such Option is granted
                  pursuant to an assumption or substitution for another option
                  in a manner satisfying the provisions of Section 424(a) of the
                  Code.

          (iii)   The maximum term of an Incentive Stock Option shall be ten
                  years from the date of grant provided that the maximum term of
                  an Incentive Stock Option granted to a Ten Percent Shareholder
                  shall be five years from the date of grant of the Incentive
                  Stock Option.

          (iv)    To the extent that the aggregate Fair Market Value (determined
                  at the time of grant) of Common Stock with respect to which
                  Incentive Stock Options are exercisable for the first time by
                  any Participant during any calendar year (under all plans of
                  the Company and its affiliated corporations) exceeds one
                  hundred thousand dollars ($100,000), the Stock Options or
                  portions thereof which exceed such limit (according to the
                  order in which they were granted) shall be treated as
                  Nonstatutory Stock Options.

          (v)     The maximum number of shares which may be issuable pursuant to
                  the exercise of Incentive Stock Options shall not exceed six
                  million shares.

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     (g)  NO REPRICINGS PERMITTED. In no event shall the Committee cancel any
          outstanding Stock Option for the purpose of reissuing the Stock Option
          to the Participant at a lower exercise price or reduce the option
          price of an outstanding Stock Option.

7.   STOCK APPRECIATION RIGHTS

     (a)  Stock Appreciation Rights may be granted to Participants at any time
          as determined by the Committee. An SAR may be granted in tandem with a
          Stock Option granted under this Plan or on a free-standing basis. The
          Committee also may, in its discretion, substitute SARs which can be
          settled only in stock for outstanding Stock Options, at any time when
          the Company is subject to fair value accounting.

     (b)  The grant price of a tandem or substitute SAR shall be equal to the
          option price of the related option. The grant price of a free-standing
          SAR shall be equal to the Fair Market Value of the Company's common
          stock on the date of its grant. An SAR may be exercised upon such
          terms and conditions and for the term as the Committee in its sole
          discretion determines to apply to the SAR; PROVIDED, HOWEVER, that the
          term of the SAR shall not exceed the option term in the case of a
          tandem or substitute SAR or ten years in the case of a free-standing
          SAR, and the terms and conditions applicable to a substitute SAR shall
          be substantially the same as those applicable to the Stock Option
          which it replaces.

     (c)  Upon exercise of an SAR, the Participant shall be entitled to receive
          payment from the Company in an amount determined by multiplying the
          excess of the Fair Market Value of a share of common stock of the
          Company on the date of exercise over the grant price of the SAR by the
          number of shares with respect to which the SAR is exercised. The
          payment may be made in cash or stock, at the discretion of the
          Committee, except in the case of a substitute SAR which may be made
          only in stock.

8.   RESTRICTED STOCK AND RESTRICTED STOCK UNITS

     Restricted Stock and Restricted Stock Units may be awarded or sold to
     Participants under such terms and conditions as shall be established by the
     Committee. Restricted Stock and Restricted Stock Units shall be subject to
     such restrictions as the Committee determines, including, without
     limitation, any or both of the following:

     (a)  a prohibition against sale, assignment, transfer, pledge,
          hypothecation or other encumbrance for a specified period; or

     (b)  a requirement that the holder forfeit (or in the case of shares or
          units sold to the Participant resell to the Company at cost) such
          shares or units in the event of termination of employment or other
          service during the period of restriction.

     All restrictions shall expire at such times as the Committee shall specify.

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9.   PERFORMANCE STOCK

     The Committee shall designate the Participants to whom long-term
     performance stock "Performance Stock") is to be awarded and determine the
     number of shares, the length of the performance period and the other terms
     and conditions of each such award; provided the stated performance period
     will not be less than 12 months. Each award of Performance Stock shall
     entitle the Participant to a payment in the form of shares of common stock
     of the Company upon the attainment of performance goals and other terms and
     conditions specified by the Committee.

     Notwithstanding satisfaction of any performance goals, the number of shares
     issued under a Performance Stock award may be adjusted by the Committee on
     the basis of such further consideration as the Committee in its sole
     discretion shall determine. However, the Committee may not, in any event,
     increase the number of shares earned upon satisfaction of any performance
     goal by any Participant who is a Covered Employee. The Committee may, in
     its discretion, make a cash payment equal to the fair market value of
     shares of common stock otherwise required to be issued to a Participant
     pursuant to a Performance Stock award.

10.  PERFORMANCE UNITS

     The Committee shall designate the Participants to whom long-term
     performance units ("Performance Units") are to be awarded and determine the
     number of units and the terms and conditions of each such award; provided
     the stated performance period will not be less than 12 months. Each
     Performance Unit award shall entitle the Participant to a payment in cash
     upon the attainment of performance goals and other terms and conditions
     specified by the Committee.

     Notwithstanding the satisfaction of any performance goals, the amount to be
     paid under a Performance Unit Award may be adjusted by the Committee on the
     basis of such further consideration as the Committee in its sole discretion
     shall determine. However, the Committee may not, in any event, increase the
     amount earned under Performance Unit Awards upon satisfaction of any
     performance goal by any Participant who is a Covered Employee and the
     maximum amount earned by a Covered Employee in any calendar year may not
     exceed $250,000. The Committee may, in its discretion, substitute actual
     shares of common stock for the cash payment otherwise required to be made
     to a Participant pursuant to a Performance Unit award.

11.  EVA AWARDS

     (a)  DEFINITIONS. The following terms shall have the meanings given them
          below in this Section 11 for purposes of the EVA Awards granted under
          the Plan.

          (1)  "Adjusted Basic Award" means the Basic Award adjusted by the
               percentage completion of a Target Goal.

          (2)  "Annual Review" means the annual review by the Committee of each
               LTIPA entered into under the Plan. The review will determine the
               Phase Level attainment by the Participant, any proposed changes
               to the LTIPA, evaluate


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               the Participant's performance during the Performance Period and
               provides the basis for the Committee's determination of an
               individual Award.

          (3)  "Basic Award" means that monetary value set forth in the LTIPA
               that could form the basis of the Award that may be achieved upon
               full attainment of the Target Goal.

          (4)  "EVA" means the net operating profit after taxes, as adjusted to
               eliminate the effect of non-economic elements of generally
               accepted accounting principles, ("NOPAT"), less the weighted
               average cost of capital employed during the year ("Employed
               Capital"). The Committee shall have the discretion to adjust
               NOPAT to include or exclude: (i) extraordinary, unusual and/or
               non-recurring items of gain or loss, (ii) gains or losses on the
               disposition of a business, (iii) changes in tax or accounting
               regulations or laws, or (iv) the effect of a merger or
               acquisition, as identified in the Company's quarterly and annual
               earnings releases. In all other respects, Performance Criteria
               shall be calculated in accordance with the Company's financial
               statements, generally accepted accounting principles, or under a
               methodology established by the Committee prior to the issuance of
               an Award which is consistently applied and identified in the
               audited financial statements, including footnotes, or the
               Management Discussion and Analysis section of the Company's
               annual report.

          (5)  "EVA Unit" means the designated unit of EVA identified in the
               LTIPA.

          (6)  "Payment Cycle" shall mean that period of time over which an
               Award, if earned, may be paid.

          (7)  "Phase Level" means the level of attainment achieved during a
               Performance Period towards accomplishment of a Target Goal. The
               Phase Level shall be determined annually by the Committee based
               on recommendations from the CEO and is a factor in determining
               the Award.

          (8)  "Performance Period" means a period of time designated in the
               LTIPA during which performance under the Plan will be measured
               and may be a period of at least one year and up to ten years in
               length and which may overlap, provided that no two Performance
               Periods under the Plan of equal length shall coincide.

          (9)  "Target Goal" means the EVA objective set forth in the LTIPA.

     (b)  ELIGIBILITY AND PARTICIPATION. Only the following employees of the
          Company or its subsidiary shall be eligible for an EVA Award.
          Employees employed by the Company or its subsidiary on the last day of
          the Performance Period, who:

          (1)     are specifically designated as Participants in the Plan by the
                  Committee;

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          (2)     have been designated to be eligible to receive an EVA Award by
                  the Committee;

          (3)     have executed an LTIPA which is executed by the CEO (or, with
                  respect to the LTIPA of the CEO, a non-employee member of the
                  Committee);

          (4)     have achieved relevant LTIPA performance criteria; and

          (5)     have participated in Annual Reviews of the LTIPA during the
                  Performance Period.

     (c)  EVA AWARD. The EVA Award is the Adjusted Basic Award multiplied by the
          Phase Level attained by the Participant and a factor the numerator of
          which is the average of the closing price of the common stock of the
          Company (on the principal stock exchange on which the Company's common
          stock is traded, as determined by the Company) for the six months
          preceding the last day of a Performance Period and the denominator is
          the average closing price of the common stock of the Company (on the
          principal stock exchange on which the Company's common stock is
          traded, as determined by the Committee) for the six months preceding
          the execution of a Participant's LTIPA ("Beginning Stock Price"). The
          factor so determined shall not be less than one.

          The Adjusted Basic Award shall be determined based on the EVA Unit's
          and the Participant's achievement of the Target Goal. At an
          achievement level of 49.99%, the Adjusted Basic Award is 0% of the
          Basic Award. The Adjusted Basic Award is the percent of the Target
          Goal achieved (at 50% or higher) multiplied by the Basic Award, not to
          exceed 100% of the Basic Award.

          (1)  A Participant's potential Award shall be earned after the last
               day of a Performance Period and upon the final approval of the
               Compensation Committee of the Award. Portions of the Award are
               subject to forfeiture during the Payment Cycle as provided in
               Section 11(d). The Participant shall have no interest in the
               Award until the final approval of the Compensation Committee of
               the Award.

          (2)  The actual Award granted to a Participant hereunder shall be
               based upon the Company's overall performance, the EVA Unit's
               overall performance and the Participant's individual performance
               and shall be determined by the Committee, in its sole discretion.

          (3)  No Award will be granted if a Participant's individual
               performance is unsatisfactory, as determined by the Committee in
               its sole discretion, upon the advice of the Chief Executive
               Officer.

     (d)  FORM AND TIME OF PAYMENT OF EVA AWARD. The form of payment shall be in
          stock or cash at the sole discretion of the Committee. The amounts
          paid under an Award shall be paid to the Participant less applicable
          federal, state, local income and


                                       12
<PAGE>

          employment taxes, during the Payment Cycle after the date on which the
          Award has been approved by Committee. If the Award is paid in stock,
          then sufficient shares shall be withheld to meet withholding
          obligations unless other arrangements have been made by the
          Participant. The shares to be delivered in payment (including any
          Deferred Award Payments as provided below) shall be valued at the
          average price for the five trading days prior to the date payment to
          the Participant.

          (1)     The Committee shall have the authority to approve, reduce or
                  eliminate an potential EVA Award and portions thereof. The
                  Payment Cycle shall commence on the date that an EVA Award is
                  approved by the Committee and shall extend for 24 months after
                  the end of the Performance Period.

          (2)     As provided in the LTIPA for the EVA Award, the Committee
                  shall determine in its discretion what portion, if any, of
                  one-half of the potential EVA Award shall be paid initially to
                  a Participant ("Initial Award Payment"). The amount of the
                  Initial Award Payment to be paid shall be paid as soon as
                  administratively practicable after approval by the Committee
                  of the EVA Award.

          (3)     The Committee shall determine in its discretion what portion
                  of the remaining half of the potential EVA Award shall be paid
                  to a Participant ("Deferred Award Payment"). Except as
                  otherwise provided in the LTIPA for the EVA Award (as
                  determined by the Committee in its sole discretion), Deferred
                  Award Payments shall not be vested or earned until the
                  conditions for payment set forth below or in the LTIPA for the
                  EVA Award under which the Deferred Award Payment would be
                  paid. The amount of the Deferred Award Payment that may be
                  paid to the Participant shall be subject to the following
                  forfeiture provisions in this Section 11(d)(3):

                  (i)   One-half of the approved Deferred Award Payment shall be
                        paid 12 months after the end of the Performance Period
                        and one-half of the approved Deferred Award Payment
                        shall be paid 24 months after the end of the Performance
                        Period subject to the following forfeiture provisions.

                  (ii)  As provided in the Participant's LTIPA for the EVA
                        Award, (A) failure of the EVA Unit to achieve the same
                        level of the Target Goal as was obtained during the
                        Performance Period in the 12 months following the
                        Performance Period will result in forfeiture of one-half
                        of the Deferred Award Payment, and (B) failure of the
                        EVA Unit to achieve the Target Goal in the 12 months
                        beginning 12 months after the ending of the Performance
                        Period and ending 24 months after the end of the
                        Performance Period will result in the forfeiture of
                        one-half of the Deferred Award Payment. Payment of a
                        portion of the Deferred Award Payment, if applicable,
                        shall be made as soon as administratively practicable
                        following the end of the applicable 12-month period.

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<PAGE>

                  (iii) Among other conditions to be included in a Participant's
                        LTIPA, the Committee may require a Participant who is
                        eligible to receive a Deferred Award Payment to remain
                        in employment with the Company or its subsidiary through
                        the payment date as a condition for such payment.

     (e)  DISABILITY, DEATH AND OTHER TERMINATIONS

          (1)  In the event of the termination of a Participant's employment due
               to his or her Disability or death, such Participant (or the
               Participant's probate estate, in the event of his or her death)
               may receive payment of an EVA Award, consistent with the terms of
               the Plan, subject to the terms of the LTIPA for the EVA Award and
               at the sole discretion of the Committee. Any such Award shall be
               determined and paid in accordance with the regular procedures of
               the Plan.

          (2)  In the event of the Participant's death, should an EVA Award be
               approved under Section 11(e)(1), such EVA Award shall be paid in
               cash or stock, less applicable federal, state, and local income
               and employment taxes, on the normal EVA Award payout date and
               subject to the terms of forfeiture, to the Participant's estate,
               or to the person or persons who have acquired, by will or by the
               laws of descent and distribution or by other legal proceedings,
               the right to such Award, in the determination and discretion of
               the Committee.

          (3)  In the event of the termination of a Participant's employment for
               reasons other than his or her Disability or death, such
               Participant's right to receive an EVA Award, if any, shall be
               determined by the following terms in this Section 11(e)(3):

               (i)  If the Participant's employment is terminated during the
                    Performance Period for the EVA Award, then the Participant
                    shall not be eligible to any payment under the EVA Award.

               (ii) If the Participant's employment is terminated following the
                    Performance Period for the EVA Award and the Committee has
                    approved the payment of the EVA Award to the Participant,
                    then the EVA Award shall be paid to the Participant subject
                    to the conditions for the payment of the EVA Award
                    (including the achievement of the Company's Target Goals
                    during the two 12-month periods following the Performance
                    Period required for the payment of the Deferred Award
                    Payments set forth in Section 11(d)).

     (f)  NO REALLOCATION OF EVA AWARDS. In no event may the portion of the
          potential EVA Award allocated to a Participant be increased in any
          way, including as a result of the reduction of any other Participant's
          allocated portion.

                                       14
<PAGE>

12.  CASH BONUS AWARDS

     The Committee may designate the employees of the Company who are eligible
     to receive a cash bonus payment in any calendar year based on an incentive
     pool to be determined by the Committee. The Committee shall allocate an
     incentive pool percentage to each designated Participant for each calendar
     year. In no event may the incentive pool percentage for any one Participant
     exceed fifty (50%) of the total pool.

     As soon as possible after the determination of the incentive pool for a
     calendar year, the Committee shall calculate the Participant's allocated
     portion of the incentive pool based upon the percentage established at the
     beginning of the calendar year. The Participant's incentive award then
     shall be determined by the Committee based on the Participant's allocated
     portion of the incentive pool subject to adjustment in the sole discretion
     of the Committee. In no event may the portion of the incentive pool
     allocated to a Participant be increased in any way, including as a result
     of the reduction of any other Participant's allocated portion.

13.  OTHER STOCK OR CASH AWARDS

     In addition to the incentives described in sections 6 through 12 above, the
     Committee may grant other incentives payable in cash or in common stock
     under the Plan as it determines to be in the best interests of the Company
     and subject to such other terms and conditions as it deems appropriate;
     PROVIDED, an outright grant of stock will not be made unless it is offered
     in exchange for cash compensation that has otherwise already been earned by
     the recipient.

14.  PERFORMANCE GOALS

     Except as provided with respect to EVA Awards, cash bonus Awards and awards
     of Restricted Stock, Restricted Stock Units, Performance Stock, Performance
     Units and other incentives under the Plan may be made subject to the
     attainment of performance goals relating to any one or more business
     criteria within the meaning of Section 162(m) of the Code, including, but
     not limited to, cash flow; cost; ratio of debt to debt plus equity; profit
     before tax; economic profit; earnings before interest and taxes; earnings
     before interest, taxes, depreciation and amortization; earnings per share;
     operating earnings; economic value added; ratio of operating earnings to
     capital spending; free cash flow; net profit; net sales; sales growth;
     price of the Company common stock; return on net assets, equity or
     stockholders' equity; market share; or total return to stockholders
     ("Performance Criteria"). Any one or more Performance Criteria may be used
     to measure the performance of the Company as a whole or any business unit
     of the Company and may be measured relative to a peer group or index.

     Any Performance Criteria may include or exclude Special Items. Special
     Items shall include (i) extraordinary, unusual and/or non-recurring items
     of gain or loss, (ii) gains or losses on the disposition of a business,
     (iii) changes in tax or accounting regulations or laws, or (iv) the effect
     of a merger or acquisition, as identified in the Company's quarterly and
     annual earnings releases. In all other respects, Performance Criteria shall
     be calculated in accordance with the Company's financial statements,
     generally accepted accounting principles, or under a methodology
     established by the Committee prior to the issuance of an award which is
     consistently applied and identified in the audited financial statements,

                                       15
<PAGE>


     including footnotes, or the Management Discussion and Analysis section of
     the Company's annual report.

     With respect to Awards subject to a Performance Criteria, the Committee
     shall have the authority to reduce (but not increase) the payouts on such
     Awards and shall have the authority to limit (but not waive) the actual
     performance-based vesting of such Awards in its sole discretion.

15.  DEFERRAL OF PAYMENT ON AWARDS

     Subject to the provisions of Section 409A of the Code and any regulatory
     guidance promulgated thereunder, a Participant and the Company may enter
     into an agreement under which the payment of amounts payable under a vested
     Award shall be deferred on terms and conditions to be established by the
     Participant and the Company.

16.  ADJUSTMENT PROVISIONS

     (a)  If the Company shall at any time change the number of issued shares of
          common stock by stock dividend, stock split, spin-off, split-off,
          spin-out, recapitalization, merger, consolidation, reorganization,
          combination, or exchange of shares, the total number of shares
          reserved for issuance under the Plan, the maximum number of shares
          which may be made subject to an Award or all Awards in any calendar
          year, and the number of shares covered by each outstanding Award and
          the price therefor, if any, shall be equitably adjusted by the
          Committee, in its sole discretion.

     (b)  In the event of any merger, consolidation or reorganization of the
          Company with or into another corporation which results in the
          outstanding common stock of the Company being converted into or
          exchanged for different securities, cash or other property, or any
          combination thereof, the Company shall have the authority to provide
          in the controlling agreement for such transaction (i) that there shall
          be substituted, as determined by the Committee in its discretion, for
          each share of common stock then subject to an Award granted under the
          Plan, the number and kind of shares of stock, other securities, cash
          or other property to which holders of common stock of the Company will
          be entitled pursuant to the transaction, (ii) that the acquiring or
          surviving corporation in the transaction shall assume the outstanding
          Awards under the Plan (which may be exercisable into the securities of
          the acquiring or surviving corporation), (iii) that all unexercised
          Awards shall terminate immediately prior to such transaction unless
          exercised prior to the closing of the transaction, or (iv) a
          combination of the foregoing.

17.  SUBSTITUTION AND ASSUMPTION OF AWARDS

     Without affecting the number of shares reserved or available hereunder, the
     Board or the Committee may authorize the issuance of Awards under this Plan
     in connection with the assumption of, or substitution for, outstanding
     Awards previously granted to individuals who become employees of the
     Company or any subsidiary as a result of any merger,


                                       16
<PAGE>

     consolidation, acquisition of property or stock, or reorganization other
     than a Change in Control, upon such terms and conditions as the Committee
     may deem appropriate.

18.  TRANSFERABILITY

     Each Award granted under the Plan shall not be transferable otherwise than
     by will or the laws of descent and distribution and each Stock Option and
     SAR shall be exercisable during the Participant's lifetime only by the
     Participant or, in the event of Disability, by the Participant's personal
     representative. In the event of the death of a Participant, exercise of any
     Award or payment with respect to any Award shall be made only by or to the
     executor or administrator of the estate of the deceased Participant or the
     person or persons to whom the deceased Participant's rights under the Award
     shall pass by will or the laws of descent and distribution.

19.  TAXES

     The Company shall be entitled to withhold the amount of any tax
     attributable to any amounts payable or shares deliverable under the Plan,
     after giving the person entitled to receive such payment or delivery notice
     and the Company may defer making payment or delivery as to any award, if
     any such tax is payable until indemnified to its satisfaction. A
     Participant may pay all or a portion of any required withholding taxes
     arising in connection with the exercise of a Stock Option or SAR or the
     receipt or vesting of shares hereunder by electing to have the Company
     withhold shares of common stock, having a fair market value equal to the
     amount required to be withheld.

20.  OTHER PROVISIONS

     (a)  The grant of any Award under the Plan may also be subject to other
          provisions (whether or not applicable to the Award awarded to any
          other Participant) as the Committee determines appropriate, including
          provisions intended to comply with federal or state securities laws
          and stock exchange requirements, understandings or conditions as to
          the Participant's employment or other service, requirements or
          inducements for continued ownership of common stock after exercise or
          vesting of Awards, forfeiture of awards in the event of termination of
          employment or other service shortly after exercise or vesting, or
          breach of non-solicitation, non-disparagement, non-competition or
          confidentiality agreements following termination of employment or
          other service, or provisions permitting the deferral of the receipt of
          a Award for such period and upon such terms as the Committee shall
          determine.

     (b)  In the event any Award under this Plan is granted to an employee,
          member of the Board, or adviser who is employed or providing services
          outside the United States and who is not compensated from a payroll
          maintained in the United States, the Committee may, in its sole
          discretion, modify the provisions of the Plan as they pertain to such
          individuals to comply with applicable law, regulation or accounting
          rules.

                                       17
<PAGE>

     (c)  The Committee, in its sole discretion, may permit or require a
          Participant to have amounts or shares of common stock that otherwise
          would be paid or delivered to the Participant as a result of the
          exercise or settlement of an award under the Plan credited to a
          deferred compensation or stock unit account established for the
          Participant by the Committee on the Company's books of account.

     (d)  As a condition for the receipt of stock Awards under the Plan, a
          Participant shall agree to be bound by the employment policies of the
          Company (or other applicable policies) pertaining to the securities of
          the Company including but not limited to the insider trading
          restrictions of the Company.

21.  NO RESERVE OR TRUST

     Nothing contained in the Plan shall require the Company to segregate any
     monies from its general funds, or to create any trust or make any special
     deposit in respect of any amounts payable under the Plan to or for any
     Participant or group of Participants. All amounts payable under the Plan
     shall be paid out of the general funds of the Company.

22.  NO RIGHT TO ASSIGN

     No right or interest of any Participant in the Plan or in any unpaid Award
     shall be assignable or transferable in whole or in part, either voluntarily
     or by operation of law or otherwise, or be subject to payment of debts of
     any Participant by execution, levy, garnishment, attachment, pledge,
     bankruptcy or in any other manner.

23.  NO EMPLOYMENT OR SIMILAR RIGHTS CONFERRED

     Nothing contained in the Plan or any Award shall confer upon any employee,
     director or adviser any right with respect to continuation of employment or
     other service with the Company in any capacity or interfere in any way with
     the right of the Company to terminate an employee's employment or a
     director's or adviser's service at any time or guarantee any right of
     participation in any other employee benefit or compensation plan of the
     Company.

24.  SUCCESSORS AND MERGERS, CONSOLIDATIONS OR CHANGE IN CONTROL

     The terms and conditions of this Plan shall inure to the benefit of and
     bind the Company, the Participants, their successors, assignees, and
     personal representatives. If a Change of Control occurs, then this Plan
     shall immediately terminate.

     Except as otherwise provided in an LTIPA, upon a Change in Control of the
     Company, the Committee, in its sole discretion, may (but shall not be
     required to) make all outstanding Stock Options and SARs fully vested and
     exercisable, all restrictions on Restricted Stock and Restricted Stock
     Units terminated, all performance goals deemed achieved at target levels
     and all other terms and conditions met, and deliver all Performance Stock,
     and pay out all Performance Units and Restricted Stock Units.

                                       18
<PAGE>


     The Committee shall in its sole discretion determine the status of
     achievement of a particular Target Goal and shall specify an Adjusted Basic
     Award based upon its determination of achievement of the performance goals
     under the Awards as of the Change in Control ("Change in Control Award"). A
     Change in Control Award shall be modified as outlined below and shall be
     paid 30 days after the consummation of the Change in Control. Any Deferred
     Award payments outstanding upon a Change in Control shall be paid 30 days
     after the Change in Control

     In the event of a Change in Control, all EVA Awards or cash Awards shall be
     paid on a pro-rated basis (as determined by the Committee) based on the
     portion of the Performance Goals achieved under the EVA Awards or cash
     Awards as of the date of the Change in Control, subject to the discretion
     of the Committee to reduce the EVA Awards.

25.  GOVERNING STATE LAW AND COMPLIANCE WITH SECURITIES LAWS

     (a)  The Plan and any actions taken in connection herewith shall be
          governed by and construed in accordance with the laws of the state of
          Nevada (without regard to applicable Nevada principles of conflict of
          laws).

     (b)  The Company shall seek to obtain from each regulatory commission or
          agency having jurisdiction over the Plan such authority as may be
          required to grant Stock Awards and to issue and sell shares of Common
          Stock upon exercise of the Stock Awards; provided, however, that this
          undertaking shall not require the Company to register under the
          Securities Act the Plan, any stock Award or any common stock issued or
          issuable pursuant to any such stock Award. If, after reasonable
          efforts, the Company is unable to obtain from any such regulatory
          commission or agency the authority which counsel for the Company deems
          necessary for the lawful issuance and sale of common stock under the
          Plan, the Company shall be relieved from any liability for failure to
          issue and sell common stock upon exercise of such stock Awards unless
          and until such authority is obtained.

26.  DURATION, AMENDMENT AND TERMINATION

     The Board or the Committee may amend, suspend, terminate or reinstate the
     Plan from time to time or terminate the Plan at any time. However, no such
     action shall reduce the amount of any existing Award (subject to the
     reservation of the authority of the Committee to reduce payments on Awards)
     or change the terms and conditions thereof without the Participant's
     consent. No amendment of the Plan shall be made without stockholder
     approval to the extent stockholder approval is expressly required under
     applicable rules and regulations of the Securities and Exchange Commission,
     the applicable rules of a stock exchange on which the securities of the
     Company are traded as may be established pursuant to its rule-making
     authority of such stock exchange, and the rules and regulations of the
     Internal Revenue Service for plans intended to qualify for the
     performance-based exemption under Section 162(m) of the Code.

     Neither the Board nor the Committee may cancel an Award once the Award has
     been granted by the Committee, including any Deferred Award Payments. Each
     year on the


                                       19
<PAGE>

     anniversary of the LTIPAs, the CEO shall present to the Committee any
     recommendations for changes in the Plan or in the LTIPAs previously
     approved by the Committee (subject to the restrictions on the grant of
     authority to the Committee in Section 3).

27.  EFFECTIVE DATE AND TERM OF THE PLAN

     The Plan was adopted by the Board of Directors on March 14, 2006, to be
     effective on March 14, 2006], subject to stockholder approval. The Plan
     shall continue for a term of ten years from the date of its adoption. The
     Plan and any Awards granted thereunder shall be null and void if
     stockholder approval is not obtained at the next annual meeting of
     stockholders.

                                       20