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                                                                    EXHIBIT 10.1

                               TMSF HOLDINGS, INC.

                        2003 STOCK OPTION, DEFERRED STOCK
                                       AND
                              RESTRICTED STOCK PLAN

SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.

      (a) This plan is intended to implement and govern the 2003 Stock Option,
Deferred Stock and Restricted Stock Plan (the "Plan") of TMSF Holdings, Inc., a
Delaware corporation (the "Company"). The Plan was adopted by the Board of
Directors and stockholders of the Company as of January 30, 2003. The purpose of
the Plan is to enable the Company to obtain and retain competent personnel who
will contribute to the Company's success by their ability, ingenuity and
industry, and to provide incentives to such personnel and members that are
linked directly to increases in stockholder value, and will therefore, inure to
the benefit of all stockholders of the Company.

      (b) For purposes of the Plan, the following terms shall be defined as set
forth below:

            (1) "Administrator" means the Board, or if the Board does not
administer the Plan, the Committee, in accordance with Section 2.

            (2) "Award" means any award of Deferred Stock, Restricted Stock or
Stock Option.

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

            (4) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.

            (5) "Commission" means the Securities and Exchange Commission.

            (6) "Committee" means the Compensation Committee of the Board, or
any other Committee the Board may appoint to administer the Plan. If at any time
the Board shall administer the Plan, then the functions of the Committee
specified in the Plan shall be exercised by the Board.

            (7) "Company" means TMSF Holdings, Inc., a corporation organized
under the laws of Delaware (or any successor corporation) and any parent
corporation within the meaning of Section 425(e) of the Code, any subsidiary
corporation with the meaning of Section 425(f) of the Code or any majority-owned
subsidiary of a parent corporation.

            (8) "Deferred Stock" means an award made pursuant to Section 6 below
of the right to receive Stock at the end of a specified deferral period.

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            (9) "Disability" means, except as otherwise provided by the
Administrator and except in connection with exercise of an Incentive Stock
Option whereby disability shall have the meaning set forth in Section 22(e)(3)
of the Code, permanent and total disability as determined under the Company's
disability program or policy, or if such disability program or policy does not
exist, then any disability that renders Participant unable to serve the Company
in the capacity for which such Participant served immediately prior to such
disability.

            (10) "Effective Date" shall mean the date provided pursuant to
Section 15.

            (11) "Eligible Person" means an employee, director, consultant or
advisor of the Company eligible to participate in the Plan pursuant to Section
4.

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

            (13) "Fair Market Value" means, as of any given date, with respect
to any Awards granted hereunder, at the discretion of the Administrator and
subject to such limitations as the Administrator may impose, (A) the closing
sales price of the Stock on such date, or (B) the average of the closing sales
price of the Stock on each day on which the Stock was traded over a period of up
to twenty trading days immediately prior to such date, or (C) if the Stock is
not publicly traded, the fair market value of the Stock as otherwise determined
by the Administrator in the good faith exercise of its discretion.

            (14) "Incentive Stock Option" means any Stock option intended to be
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

            (15) "Non-Qualified Stock Option" means any Stock Option that is not
an Incentive Stock Option, including any Stock Option that provides (as of the
time such option is granted) that it will not be treated as an Incentive Stock
Option.

            (16) "Participant" means any Eligible Person selected by the
Administrator pursuant to the Administrator's authority in Section 2 below to
receive Awards.

            (17) "Restricted Period" means the period set by the Administrator
as it pertains to Deferred Stock or Restricted Stock awards pursuant to Section
6.

            (18) "Restricted Stock" means an award of shares of Stock granted
pursuant to Section 6 subject to restrictions that will lapse with the passage
of time or upon the attainment of performance objectives.

            (19) "Securities Act" means the Securities Act of 1933, as amended.

            (20) "Stock" means the common stock, $.001 par value, of the
Company.

            (21) "Stock Option" means an option to purchase shares of Stock
granted pursuant to Section 5.


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SECTION 2. ADMINISTRATION.

      (a) The Plan shall be administered by the Board or by a Committee
appointed by the Board, which shall serve at the pleasure of the Board;
provided, however, that if the Stock is registered under Section 12 of the
Securities Act and if the Committee does not consist solely of "Non-Employee
Directors," as defined in Rule 16b-3 as promulgated by the Commission under the
Exchange Act, and as such Rule may be amended from time to time, or any
successor definition adopted by the Commission, then the Plan shall be
administered, and each grant shall be approved, by the Board.

      (b) The Administrator shall have the power and authority to grant to
Eligible Persons, pursuant to the terms of the Plan: (i) Stock Options, (ii)
Deferred Stock, (iii) Restricted Stock, or (iv) any combination of the
foregoing.

      In particular, the Administrator shall have the authority:

            (1) to select those employees of the Company who are Eligible
Persons;

            (2) to determine whether and to what extent Stock Options, Deferred
Stock, Restricted Stock or a combination of the foregoing, are to be granted to
Eligible Persons of the Company;

            (3) to determine the number of shares of Stock to be covered by each
such Award;

            (4) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any such Award including, but not limited to, (i) the
restricted period applicable to Deferred Stock or Restricted Stock awards, (ii)
the date or dates on which restrictions applicable to such Deferred Stock or
Restricted Stock shall lapse during such period, and (iii) when and in what
increments shares covered by Stock Options may be purchased, subject to
applicable rules and regulations and restrictions set forth herein; and

            (5) to determine the terms and conditions, not inconsistent with the
terms of the Plan, which shall govern all written instruments evidencing the
Stock Options, Deferred Stock, Restricted Stock or any combination of the
foregoing.

      (c) The Administrator shall have the authority, in its discretion, to
adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall from time to time deem advisable; to interpret
the terms and provisions of the Plan and any Award issued under the Plan (and
any agreements relating thereto); and to otherwise supervise the administration
of the Plan.

      (d) All decisions made by the Administrator pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Company and
the Participants.


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SECTION 3. STOCK SUBJECT TO PLAN.

      (a) The total number of shares of Stock reserved and available for
issuance under the Plan shall be 2,000,000 shares. Such shares shall consist of
authorized but unissued shares.

      (b) To the extent that (i) a Stock Option expires or is otherwise
terminated without being exercised or (ii) any shares of Stock subject to any
Deferred Stock or Restricted Stock award granted hereunder are forfeited, such
shares shall again be available for issuance in connection with future Awards
under the Plan. If any shares of Stock have been pledged as collateral for
indebtedness incurred by a Participant in connection with the exercise of a
Stock Option and such shares are returned to the Company in satisfaction of such
indebtedness, such shares shall again be available for issuance in connection
with future Awards under the Plan. If the exercise price of any Stock Option
award, or the withholding obligation arising from a Stock Option granted under
the Plan is satisfied by tendering shares of Stock to the Company (by either
actual delivery of by attestation), only the number of shares of Stock issued,
not of the shares of Stock tendered, shall be deemed delivered for purposes of
determining the maximum number of shares of Stock available for delivery under
the Plan.

      (c) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, reverse stock split or other
change in corporate structure affecting the Stock, an appropriate substitution
or adjustment shall be made in (i) the aggregate number of shares reserved for
issuance under the Plan, and (ii) the kind, number and option price of shares
subject to outstanding Awards granted under the Plan as may be determined by the
Administrator, in its sole discretion, provided that the number of shares
subject to any Award shall always be a whole number. Such other substitutions or
adjustments shall be made as may be determined by the Administrator, in its sole
discretion; provided, however, that with respect to Incentive Stock Options,
such adjustment shall be made in accordance with Section 424 of the Code.

SECTION 4. ELIGIBILITY.

      Officers, employees and directors of, and consultants and advisors
providing services to, the Company shall be eligible to be granted Non-Qualified
Stock Options, Deferred Stock or Restricted Stock awards hereunder. Officers and
other key employees of the Company shall also be eligible to be granted
Incentive Stock Options hereunder. The Participants under the Plan shall be
selected from time to time by the Administrator, in its sole discretion, from
among the Eligible Persons recommended by the senior management of the Company,
and the Administrator shall determine, in its sole discretion, the number of
shares covered by each Award.

SECTION 5. STOCK OPTIONS FOR ELIGIBLE PERSONS.

      (a) Stock Options may be granted to Eligible Persons alone or in addition
to other Awards granted under the Plan. Any Stock Option granted under the Plan
shall be in such form as the Administrator may from time to time approve, and
the provisions of Stock Option awards need not be the same with respect to each
optionee. Recipients of Stock Options shall enter into a


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stock option agreement with the Company, in such form as the Administrator shall
determine, which agreement shall set forth, among other things, the exercise
price of the option, the term of the option and provisions regarding
exercisability of the option granted thereunder. The prospective recipient of a
Stock Option shall not have any rights with respect to such Award, unless and
until such recipient has executed an agreement evidencing the Award (a "Stock
Option Agreement" and has delivered a fully executed copy thereof to the
Company, within a period of sixty days (or such other period as the
Administrator may specify) after the Award date.

      The Stock Options granted under the Plan to Eligible Persons may be of two
types: (x) Incentive Stock Options and (y) Non-Qualified Stock Options.

      (b) The Administrator shall have the authority under this Section 5 to
grant any optionee Incentive Stock Options, Non-Qualified Stock Options, or both
types of Stock Options; provided, however, that Incentive Stock Options may not
be granted to any individual who is not an employee of the Company. To the
extent that any Stock Option does not qualify as an Incentive Stock Option, it
shall constitute a separate Non-Qualified Stock Option. More than one option may
be granted to the same optionee and be outstanding concurrently hereunder.

      (c) Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Administrator shall, in its sole
discretion, deem desirable:

            (i) Option Price. The option price per share of Stock purchasable
under an Incentive Stock Option shall be determined by the Administrator, in its
sole discretion, at the time of grant but shall be not less than 100% of the
Fair Market Value of the Stock on such date, and shall not, in any event, be
less than the par value of the Stock, if any. The option price per share of
Stock purchasable under a Non-Qualified Stock Option may be less than 100% of
such Fair Market Value, but in no event less than 85% of such Fair Market Value.
If an employee owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company and a Stock Option is
granted to such employee, the option price of such Stock Option (to the extent
required by the Code at the time of grant) shall be no less than 110% of the
Fair Market Value of the Stock on the date such Stock Option is granted.

            (ii) Option Term. The term of each Stock Option shall be fixed by
the Administrator, but no Stock Option shall be exercisable more than ten years
after the date such Stock Option is granted; provided, however, that if an
employee owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company and an Incentive Stock Option is granted to such employee,
the term of such Incentive Stock Option (to the extent required by the Code at
the time of grant) shall be no more than five years from the date of grant.

            (iii) Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Administrator at or after grant; provided, however, that, except as provided
herein or unless otherwise determined by the Administrator at or after grant,
Stock Options shall be exercisable one year following the date of


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grant of the option. With respect to Stock Options issued to non-officer
employees of the Company, such Stock Options shall vest at least 20% per year
over the five-year period commencing from the date of grant. To the extent not
exercised, installments shall accumulate and be exercisable in whole or in part
at any time after becoming exercisable but not later than the date the Stock
Option expires. The Administrator may provide, in its discretion, that any Stock
Option shall be exercisable only in installments, and the Administrator may
waive such installment exercise provisions at any time in whole or in part based
on such factors as the Administrator may determine in its sole discretion.

            (iv) Method of Exercise. Subject to Subsection 5(c)(iii), Stock
Options may be exercised in whole or in part at any time during the option
period by giving written notice of exercise to the Company specifying the number
of shares to be purchased, accompanied by payment in full of the purchase price
in cash or its cash equivalent, as determined by the Administrator. The
Administrator may, in its sole discretion, accept payment in whole or in part on
behalf of the Company (i) in the form of unrestricted Stock already owned by the
optionee, or, in the case of the exercise of a Non-Qualified Stock Option,
Restricted Stock subject to an Award hereunder (based, in each case, on the Fair
Market Value of the Stock), (ii) by cancellation of any indebtedness owed by the
Company to the optionee, (iii) by a full recourse promissory note executed by
the optionee, (iv) by requesting that the Company withhold whole shares of
Common Stock then issuable upon exercise of the Stock Option (based on the Fair
Market Value of the Stock), (v) by arrangement with a broker which is acceptable
to the Administrator where payment of the option price is made pursuant to an
irrevocable direction to the broker to deliver all or part of the proceeds from
the sale of the shares underlying the option to the Company, or (vi) by any
combination of the foregoing; provided, however, that in the case of an
Incentive Stock Option, the right to make payment in the form of already owned
shares may be authorized only at the time of grant. Any payment in the form of
stock already owned by the optionee may be effected by use of an attestation
form approved by the Administrator. If payment of the option exercise price of a
Non-Qualified Stock Option is made in whole or in part in the form of Restricted
Stock, the shares received upon the exercise of such Stock Option (to the extent
of the number of shares of Restricted Stock surrendered upon exercise of such
Stock Option) shall be restricted in accordance with the original terms of the
Restricted Stock award in question, except that the Administrator may direct
that such restrictions shall apply only to that number of shares equal to the
number of shares surrendered upon the exercise of such option. An optionee shall
generally have the rights to dividends and other rights of a stockholder with
respect to shares subject to the option only after the optionee has given
written notice of exercise, has paid in full for such shares, and, if requested,
has given the representation described in paragraph (a) of Section 10.

      (d) The Administrator may require the voluntary surrender of all or a
portion of any Stock Option granted under the Plan as a condition precedent to a
grant of a new Stock Option. Subject to the provisions of the Plan, such new
Stock Option shall be exercisable at the price, during such period and on such
other terms and conditions as are specified by the Administrator at the time the
new Stock Option is granted; provided, however, that should the Administrator so
require, the number of shares subject to such new Stock Option shall not be
greater than the number of shares subject to the surrendered Stock Option. Upon
their surrender, the Stock


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Options shall be canceled and the shares previously subject to such canceled
Stock Options shall again be available for grants of Stock Options and other
Awards hereunder.

      (e) The Company may make loans available to Stock Option holders in
connection with the exercise of outstanding options granted under the Plan, as
the Administrator, in its discretion, may determine. Such loans shall (i) be
evidenced by promissory notes entered into by the Stock Option holders in favor
of the Company, (ii) be subject to the terms and conditions set forth in this
paragraph and such other terms and conditions, not inconsistent with the Plan,
as the Administrator shall determine, (iii) bear interest, if any, at such rate
as the Administrator shall determine and (iv) be subject to Board approval. In
no event may the principal amount of any such loan exceed the sum of (x) the
exercise price less the par value of the shares of Stock covered by the option,
or portion thereof, exercised by the holder and (y) any Federal, state, and
local income tax attributable to such exercise. The initial term of the loan,
the schedule of payments of principal and interest under the loan, the extent to
which the loan is to be with or without recourse against the holder with respect
to principal or interest and the conditions upon which the loan will become
payable in the event of the holder's termination of employment shall be
determined by the Administrator; provided, however, that the term of the loan,
including extensions, shall not exceed seven (7) years. Unless the Administrator
determines otherwise, when a loan is made, shares of Common Stock having a Fair
Market Value at least equal to the principal amount of the loan shall be pledged
by the holder to the Company as security for payment of the unpaid balance of
the loan, and such pledge shall be evidenced by a pledge agreement, the terms of
which shall be determined by the Administrator, in its discretion; provided,
however, that each loan shall comply with all applicable laws, regulations and
rules of the Board of Governors of the Federal Reserve System and any other
governmental agency having jurisdiction.

      (f) No Stock Option shall be transferable by the optionee otherwise than
by will or by the laws of descent and distribution. Incentive Stock Options
shall be exercisable, during the optionee's lifetime, only by the optionee.

      (g) If an optionee's employment with the Company terminates by reason of
death or Disability, the Stock Option may thereafter be immediately exercised,
to the extent then exercisable (or on such accelerated basis as the
Administrator shall determine at or after grant), by the legal representative of
the optionee, by the legal representative of the estate of the optionee, or by
the legatee of the optionee under the will of the optionee, for a period of at
least six (6) months from the date of such death or Disability. In the event of
a termination of employment by reason of Disability, if an Incentive Stock
Option is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option shall thereafter be
treated as a Non-Qualified Stock Option.

      (h) Except as otherwise provided in this paragraph or otherwise determined
by the Administrator, if an optionee's employment with the Company terminates
for any reason other than death or Disability (except for termination for cause
as defined by applicable law), the optionee must exercise his or her Stock
Options, to the extent then exercisable (or on such accelerated basis as the
Administrator shall determine at or after grant), within thirty (30) days from
the date of such termination. If the optionee does not exercise his or her Stock
Options


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within this thirty (30) day period, the Stock Options automatically terminate,
and such Stock Options become null and void.

      (i) If the aggregate Fair Market Value (determined as of the date the
Incentive Stock Option is granted) of the shares of Stock with respect to which
Incentive Stock Options granted to an optionee under this Plan and all other
plans of the Company become exercisable for the first time by the optionee
during any calendar year exceeds $100,000, then such Stock Options shall be
treated as Non-Qualified Stock Options to the extent such exceeds $100,000.

SECTION 6. DEFERRED STOCK AND RESTRICTED STOCK.

      (a) Deferred Stock and Restricted Stock awards may be issued to Eligible
Persons either alone or in addition to other Awards granted under the Plan. The
Administrator shall determine the Eligible Persons, and the time or times at
which grants of Deferred Stock or Restricted Stock awards shall be made; the
number of shares to be awarded; the price to be paid by the recipient of
Deferred Stock or Restricted Stock awards; the Restricted Period (as defined in
paragraph 6(c) hereof) applicable to Deferred Stock or Restricted Stock awards;
the performance objectives applicable to Deferred Stock or Restricted Stock
awards; the date or dates on which restrictions applicable to such Deferred
Stock or Restricted Stock awards shall lapse during such Restricted Period; and
all other conditions of the Deferred Stock or Restricted Stock awards. The
purchase price of any Deferred Stock or Restricted Stock award must be at least
85% of the Fair Market Value of the Stock at the time the Participant is granted
the right to purchase shares under the Plan, or at the time the purchase is
consummated. If a Participant owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of Stock of the Company, than the
purchase price of the Deferred Stock or Restricted Stock award must be 100% of
the Fair Market Value of the Stock either at the time the Participant is granted
the right to purchase shares under the Plan, or at the time the purchase is
consummated. The Administrator may also condition the grant of Deferred Stock or
Restricted Stock awards upon the exercise of Stock Options, or upon such other
criteria as the Administrator may determine, in its sole discretion. The
provisions of Deferred Stock or Restricted Stock awards need not be the same
with respect to each recipient.

      (b) The prospective recipient of a Deferred Stock or Restricted Stock
award shall not have any rights with respect to such Award, unless and until
such recipient has executed an agreement evidencing the Award (a "Deferred Stock
Award Agreement" or "Restricted Stock Award Agreement" as appropriate) and has
delivered a fully executed copy thereof to the Company, within a period of sixty
days (or such other period as the Administrator may specify) after the Award
date.

      Except as provided below in this paragraph (b) of Section 6, (i) each
Participant who is awarded Restricted Stock shall be issued a stock certificate
in respect of such shares of Restricted Stock; and (ii) such certificate shall
be registered in the name of the Participant, and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
Award, substantially in the following form:


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"The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of the
TMSF Holdings, Inc. 2003 Stock Option, Deferred Stock and Restricted Stock Plan
and a Restricted Stock Award Agreement entered into between the registered owner
and TMSF Holdings, Inc. Copies of such Plan and Agreement are on file in the
offices of TMSF Holdings, Inc."

      The Company shall require that the stock certificates evidencing such
shares be held in the custody of the Company until the restrictions thereon
shall have lapsed, and, as a condition of any Restricted Stock award, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Stock covered by such Award.

      With respect to Deferred Stock awards, at the expiration of the Restricted
Period, stock certificates in respect of such shares of Deferred Stock shall be
delivered to the Participant, or his legal representative, in a number equal to
the shares of Stock covered by the Deferred Stock award.

      (c) The Deferred Stock or Restricted Stock awards granted pursuant to this
Section 6 shall be subject to the following restrictions and conditions:

            (i) Subject to the provisions of the Plan and the Deferred Stock or
Restricted Stock Award Agreements, during such period as may be set by the
Administrator commencing on the grant date (the "Restricted Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign shares of
Deferred Stock or Restricted Stock awarded under the Plan other than by will or
the laws of descent and distribution. Within these limits, the Administrator
may, in its sole discretion, provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions in whole or in part
based on such factors and such circumstances as the Administrator may determine,
in its sole discretion, including, but not limited to, the attainment of certain
performance related goals, the Participant's termination, death or Disability or
the occurrence of a "Change of Control" as defined in Section 9 below.

            (ii) Except as provided in paragraph (c)(i) of this Section 6, the
Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a stockholder of the Company, including the right to vote the
shares, and the right to receive any dividends thereon during the Restricted
Period. With respect to Deferred Stock awards, the Participant shall generally
not have the rights of a stockholder of the Company, including the right to vote
the shares during the Restricted Period; provided, however, that dividends
declared during the Restricted Period with respect to the number of shares
covered by a Deferred Stock award shall be paid to the Participant. Certificates
for shares of unrestricted Stock shall be delivered to the Participant promptly
after, and only after, the Restricted Period shall expire without forfeiture in
respect of such shares of Deferred Stock or Restricted Stock, except as the
Administrator, in its sole discretion, shall otherwise determine.

            (iii) Subject to the provisions of the Deferred Stock or Restricted
Stock Award Agreement and this Section 6, upon termination of employment for any
reason during the Restricted Period, all shares subject to any restriction as of
the date of such termination shall be forfeited by the Participant, and the
Participant shall only receive the amount, if any, paid by the


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Participant for such Deferred Stock or Restricted Stock, plus simple interest on
such amount at the rate of 6% per year.

SECTION 7. AMENDMENT AND TERMINATION.

      (a) The Board may amend, alter or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made that would impair the rights of the
Participant under any Award theretofore granted without such Participant's
consent, or that without the approval of the stockholders (as described below)
would:

            (i) except as provided in Section 3, increase the total number of
shares of Stock reserved for the purpose of the Plan;

            (ii) change the employees or class of employees eligible to
participate in the Plan;

            (iii) extend the maximum option period under Section 5 of the Plan.

      (b) Notwithstanding the foregoing, stockholder approval under this Section
7 shall only be required at such time and under such circumstances as
stockholder approval would be required under applicable federal and state laws,
regulations and exchange or listing requirements.

      (c) The Administrator may amend the terms of any Award theretofore
granted, prospectively or retroactively, but, subject to Section 3, no such
amendment shall impair the rights of any holder without his or her consent.

SECTION 8. UNFUNDED STATUS OF PLAN.

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

SECTION 9. CHANGE OF CONTROL.

      The following acceleration and valuation provisions shall apply in the
event of a "Change of Control", as defined in paragraph (b) of this Section 9:

      (a) In the event of a "Change of Control," (but prior to such Change of
Control, as applicable) the Board may, without limitation and in its sole and
absolute discretion, do any, or any combination, of the following:

            (i) declare that the restrictions applicable to any Restricted Stock
or Deferred Stock awards under the Plan shall lapse in full or in part, and that
such shares and Awards shall be deemed fully or partially vested;


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            (ii) declare that some or all indebtedness incurred pursuant to
paragraph (e) of Section 5 above shall be forgiven and the collateral pledged in
connection with any such loan shall be released in full or in part;

            (iii) declare that the value of all or some of the outstanding
Awards shall, to the extent determined by the Administrator at or after grant,
be cashed out by a payment of cash or other property, as the Administrator may
determine, on the basis of the "Change of Control Price" (as defined in
paragraph (c) of this Section 9) as of the date the Change of Control occurs or
such other date as the Administrator may determine prior to the Change of
Control; or

            (iv) permit the successor corporation (in the event of a Change of
Control pursuant to subparagraph (b)(ii) of this Section 9), pursuant to a
written agreement signed by the parties, to substitute equivalent Awards or
provide substantially similar consideration to Participants as was or will be
provided to stockholders after making any appropriate adjustment as such parties
deem necessary or appropriate for restrictions attaching to such Awards,
including, but not limited to, vesting and exercise price.

      A Participant's individual Award may, but is not required to, provide what
occurs upon a Change of Control. To the extent a Participant's individual Award
determines what occurs upon a Change of Control, the terms of such Award shall
be dispositive in the event of a Change of Control.

      (b) For purposes of paragraph (a) of this Section 9, a "Change of Control"
shall be deemed to have occurred if:

            (i) any "person," as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than the Company; any trustee or other fiduciary
holding securities under an employee benefit plan of the Company; or any company
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of the Stock of the
Company) is or becomes after the Effective Date the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities beneficially owned by
such person or any securities acquired directly from the Company or its
affiliates) representing 50% or more of the combined voting power of the
Company's then outstanding securities; or

            (ii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, at
least 75% of the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger or
consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
acquires more than 50% of the combined voting power of the Company's then
outstanding securities; or


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<PAGE>

            (iii) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

      (c) For purposes of this Section 9, "Change of Control Price" means the
higher of (i) the highest price per share paid or offered in any transaction
related to a Change of Control of the Company or (ii) the highest price per
share paid in any transaction reported on the exchange or national market system
on which the Stock is listed, at any time during the preceding sixty day period
as determined by the Administrator, except that, in the case of Incentive Stock
Options, such price shall be based only on transactions reported for the date on
which the Administrator decides to cash out such options.

SECTION 10. GENERAL PROVISIONS.

      (a) The Administrator may require each person granted Awards 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 Administrator deems appropriate to reflect any
restrictions on transfer.

      All certificates for shares of Stock delivered under the Plan shall be
subject to such stop-transfer orders and other restrictions as the Administrator
may deem advisable under the rules, regulations, and other requirements of the
Commission, any stock exchange or national market system upon which the Stock is
then listed, and any applicable Federal or state securities law, and the
Administrator may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.

      (b) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

      (c) Each Participant shall, no later than the date as of which the value
of an Award first becomes includable in the gross income of the Participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or
local taxes of any kind required by law to be withheld with respect to the
Award. The obligations of the Company under the Plan shall be conditional on the
making of such payments or arrangements, and the Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the Participant.

      (d) No member of the Board or the Administrator, nor any officer or
employee of the Company acting on behalf of the Board or the Administrator,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board or the Administrator and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.


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<PAGE>

      (e) This Plan is purely voluntary on the part of the Company, and while
the Company hopes to continue it indefinitely, the continuance of the Plan shall
not be deemed to constitute a contract between the Company and any employee or
other person, or to be consideration for or a condition of the employment of any
employee. Nothing contained in the Plan shall be deemed to give any employee the
right to be retained in the employ of the Company, to interfere with the right
of the Company to discharge or retire any employee thereof at any time. No
employee shall have any right to or interest in Awards authorized hereunder
prior to the grant of such Awards to such employee, and upon such grant he or
she shall have only such rights and interests as are expressly provided herein,
subject, however, to all applicable provisions of the Company's Certificate of
Incorporation, as the same may be amended from time to time.

SECTION 11. SPECIFIC PERFORMANCE.

      The Stock Options granted under this Plan and the Shares issued pursuant
to the exercise of such Stock Options cannot be readily purchased or sold in the
open market, and, for that reason among others, the Company and its stockholders
will be irreparably damaged in the event that this Plan is not specifically
enforced. In the event of any controversy concerning the right or obligation to
purchase or sell any such Stock Option, such right or obligation shall be
enforceable in a court of equity by a decree of a specific performance. Such
remedy shall, however, be cumulative and not exclusive, and shall be in addition
to any other remedy which the parties may have.

SECTION 12. INVALID PROVISION.

      In the event that any provision of this Plan is found to be invalid or
otherwise unenforceable under any applicable law, such invalidity or
unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall
be given full force and effect to the same extent as though the invalid
unenforceable provision was not contained herein.

SECTION 13. APPLICABLE LAW.

      This Plan shall be governed by and construed in accordance with the laws
of the State of Delaware.

SECTION 14. SUCCESSORS AND ASSIGNS.

      This Plan shall be binding on and inure to the benefit of the Company and
the employees to whom an Award is granted hereunder, and such employees' heirs,
executors, administrators, legatees, personal representatives, assignees and
transferees.

SECTION 15. EFFECTIVE DATE OF PLAN.

      The Plan became effective (the "Effective Date") on January 30, 2003.


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<PAGE>

SECTION 16. TERM OF PLAN.

      No Stock Option, Deferred Stock or Restricted Stock award shall be granted
pursuant to the Plan on or after the tenth anniversary of the Effective Date,
but Awards theretofore granted may extend beyond that date.

      IN WITNESS WHEREOF, pursuant to the due authorization and adoption of this
Plan by the Board on the day and year first above written, the Company has
caused this Plan to be duly executed by its duly authorized officer.

                                             TMSF HOLDINGS, INC.,
                                             a Delaware corporation


                                             By: /S/  RAYMOND ESHAGHIAN
                                                 ----------------------
                                                 Name: Raymond Eshaghian
                                                 Title: Chief Executive Officer


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