Acquistion-Related Incentive Plan


    


    INCHORD
      COMMUNICATIONS, INC.

    AMENDED
      AND RESTATED ACQUISITION-RELATED 

    INCENTIVE
      PLAN

    


    


    
      	1.  	
              Purpose.
                The
                purpose of the inChord Communications, Inc. (the "Company")
                Amended and Restated Acquisition-Related Incentive Plan (this
                "Plan")
                is to promote the profitable growth of the Company
                by:

            


    

     

    
      	(a)  	
              aligning
                the interests of the Company's shareholders and senior management
                team;
                and

            


    

     

    
      	(b)  	
              providing
                a special cash bonus opportunity measured by the future growth in
                the
                earnings before interest and taxes ("EBIT")
                of the Company. 

            


    

     

    
      	2.  	
              Effectiveness.
                This Plan was approved by the Company's Board of Directors (the
                "Board")
                and will become operative immediately upon, and the Plan's effectiveness
                will be contingent upon, the closing (the "Effective
                Date")
                of a sale of all or substantially all of the capital stock or the
                assets
                and business of the Company to a third party strategic acquirer (the
                “Purchaser”)
                for consideration paid at closing of not less than $[***]
                on
                or prior to September 1, 2006 (a "Sale
                Transaction").
                

            


    

     

    
      	3.  	
              Administration.
                The responsibility to execute the provisions of this Plan is irrevocably
                delegated to the President of the Company (the "Plan
                Representative"),
                who is not a beneficiary hereunder. Absent manifest error, all
                determinations and decisions made by the Plan Representative will
                be
                final, conclusive and binding on all persons, including without limitation
                the Company, the Participants and their respective
                successors.

            


    

     

    
      	4.  	
              Participants.
                Individual
                management employees of the Company identified by the Plan Representative
                (each, a "Participant")
                will be eligible to receive payments under this Plan, subject to
                Section 2
                and the due execution and delivery by such Participant and the Company
                of
                an agreement in the form attached hereto as Annex
                A
                (the "Plan
                Joinder Agreement").
                All awards under the Plan will be granted and all Plan Joinder Agreements
                will be executed and delivered to the Company on the same
                date.

            


    

     

    
      	5.  	
              Incentive
                Pool Amount.
                Awards under this Plan will be earned based on
                [***]

            


    

     

    the
      purpose of determining whether the Incentive Pool is funded will be made by
      the
      Plan Representative in his sole discretion in a manner consistent with and
      governed by the computation of such amounts under the operative agreements
      entered into by the Company in connection with any Sale Transaction and will
      be
      conclusive for purposes of the calculations made pursuant to this Plan.


     

    
      	6.  	
              Individual
                Awards.
                Each
                Participant will
                be entitled to be paid [***].
                Neither
                the Company nor the Purchaser, nor any officer, director or other
                representative thereof, makes any guarantee or representation to
                the
                Participants that any Final Award Amount will be realized. If a
                Participant engages in Triggering Conduct (as defined below) prior
                to
                December 31, 2007, the Incentive Pool will be reduced by the amount
                of
                such Participant's Final Award Amount that is forfeited pursuant
                to
                Section 10 but the Final Award Amounts of other Participants will
                continue
                to be calculated as provided above without giving effect to such
                reduction.

            


    

     

    
      	7.  	
              Award
                Payments.

            


    

     

    
      	(a)  	
              Within
                15 days after the determination, the Final Award Amounts will be
                paid in
                cash, except that (i) up to 50% (the "Stock
                Cap Portion")
                of each Final Award Amount may, if the Purchaer’s common stock is traded
                on the New York Stock Exchange, the American Stock Exchange, The
                Nasdaq
                Stock Market or another securities exchange or interdealer quotation
                system, to the extent determined by the Purchaser in its sole discretion,
                be satisfied by the delivery to the applicable Participant of unregistered
                shares of common stock of the Purchaser (such shares, or shares received
                pursuant to Section 7(b), "Award
                Shares")
                having a Fair Market Value, determined as of the Determination Date,
                equal
                to such portion of the applicable Final Award Amount and (ii) subject
                to
                paragraphs (b) and (c) below, in no event will the Company be permitted
                to
                elect to satisfy a portion of any Final Award Amount with Award Shares
                if
                (the Company or the Purchaser (or, if applicable, the issuer of the
                Listed
                Equity Securities) has not taken all required measures with respect
                to the
                issuance thereof under applicable law or the rules or regulations
                of any
                exchange on which the common stock of the Purchaser (or, if applicable,
                the Listed Equity Securities) is then listed upon expiration of the
                restriction period specified in Section 7(c)
                below.

            


    

     

    
      	(b)  	
              In
                the event of a merger, consolidation, recapitalization or other
                transaction to which the Purchaser is a party prior to the Determination
                Date and as a result of which outstanding shares of the Purchaser’s common
                stock are converted into the right to receive, in whole or in part,
                Listed
                Equity Securities (a "Conversion
                Transaction"),
                in lieu of the right of the Purchaser (whether or not then exercisable)
                to
                satisfy a portion of the Final Award Amounts by the delivery of common
                stock of the Purchaser pursuant to Section 7(a), up to the Stock
                Cap
                Portion of each Final Award Amount may be satisfied by the delivery
                to the
                applicable Participant of Listed Equity Securities of the issuer
                of the
                equity securities received by holders of common stock of the Purchaser
                in
                such Conversion Transaction having a Fair Market Value, determined
                as of
                the Determination Date, equal to such portion of such Final Award
                Amount.
                In the event that, in any such Conversion Transaction, outstanding
                shares
                of common stock of the Purchaser are converted into the right to
                receive
                equity securities that are not Listed Equity Securities (or are converted
                into the right to receive a combination of such equity securities
                and
                cash), then, unless such equity securities become Listed Equity Securities
                prior to the Determination Date, any Final Award Amounts will be
                required
                to be satisfied entirely in cash. In the event of a merger, consolidation,
                recapitalization or other transaction prior to the Determination
                Date as a
                result of which outstanding shares of common stock of the Purchaser
                are
                converted into the right to receive only cash, any Final Award Amounts
                will be required to be satisfied entirely in cash.
                

            


    

     

    
      	(c)  	
              No
                Participant will sell, pledge, hedge or otherwise transfer any economic
                interest in any Award Shares prior to the first anniversary of the
                Determination Date.

            


    

     

    
      	(d)  	
              Awards
                granted under this Plan will not be included in earnings for the
                purpose
                of calculating 401(k) plan benefits or for purposes of any other
                employee
                benefit plans. 

            


    

     

    
      	8.  	
              Vesting.
                Neither
                the termination of a Participant's employment with the Company or
                any
                Affiliate of the Company nor, subject to Sections 2 and 10, any other
                event will have any effect on such Participant's right to receive
                his or
                her Final Award Amount hereunder.

            


    

     

    
      	9.  	
              Noncompetition,
                Nonsolicitation, Confidentiality and Assignment of
                Inventions.
                By
                executing the Plan Joinder Agreement, each Participant agrees to
                the
                following:

            


    

     

    
      	(a)  	
              During
                the period of his or her employment (the “Employment Period”) by the
                Company or any other Company Entitiy (as defined below) (the "Employing
                Entity")
                and for a period of two years following termination of such employment
                for
                any reason, whether by his or her action or otherwise (the "Non-Competition
                Period"),
                such Participant will not, and he or she will cause his or her controlled
                Affiliates (as defined below) not to, be engaged anywhere in the
                world,
                directly or indirectly in any capacity whatsoever, including as an
                employee, officer, director or consultant, in the conduct of, or
                own any
                equity interest in, any business (regardless of form) that is competitive
                (other than in an immaterial way) with any business conducted by
                any
                Company Entity at any time during the Employment Period or any
                improvements or extensions thereof contemplated at any time during
                the
                Employment Period, including without limitation advertising, marketing
                and
                communications services on behalf of health care clients (a "Restricted
                Business"),
                provided that nothing herein will prohibit (i) such Participant in
                the
                aggregate together with all controlled Affiliates of such Participant,
                from passive ownership of up to 5% of the outstanding capital stock
                of any
                publicly traded company or (ii) such Participant from accepting employment
                with a Person who operates a diversified business that may include
                a
                Restricted Business or Restricted Business operations (other than
                during
                any period that such Participant may be employed by the Company or
                any
                other Company Entity) so long as the Participant does not engage
                in the
                management of or the direct or indirect provision of such services
                in any
                capacity whatsoever with respect to the Restricted Business or Restricted
                Business operations.

            


    

     

    
      	(b)  	
              During
                the Non-Competition Period, he or she will not, and will cause his
                or her
                controlled Affiliates not to, directly or indirectly, induce or solicit,
                or aid or assist any Person to induce or solicit, any employees,
                independent contractors providing advertising or other operational
                services or customers of any Company Entity to terminate, curtail
                or
                otherwise limit their employment by or business relationship with
                any
                Company Entity; provided,
                however,
                that no Participant or other Person will be prohibited from hiring
                any
                such employee who (i) responds to a general solicitation of employment
                not
                specifically directed towards any Company Entity or particular employees
                of any Company Entity or (ii) has terminated employment with the
                Company
                Entities at least 12 months prior to such
                solicitation.

            


    

     

    
      	(c)  	
              During
                the Non-Competition Period, he or she will not and will cause his
                or her
                controlled Affiliates not to (for his, her or its own benefit or
                the
                benefit of any person or entity other than the Company Entities)
                use or
                disclose any trade secrets or other confidential information of any
                Company Entity or those of any customer or client of any Company
                Entity
                other than as required in the course of performing his or her employment
                responsibilities. The term "trade
                secrets or other confidential information"
                includes, by way of example, matters of a business nature, such as
                proprietary information about costs, profits, markets, sales, lists
                of
                customers and other information of a similar nature and matters of
                a
                technical nature, "know-how," computer programs (including documentation
                of such programs) and research projects, including such materials
                constituting plans for future development. Notwithstanding the foregoing,
                (i) he or she may disclose such information (A) if the same currently
                is
                in the public domain or hereafter is in the public domain other than
                as a
                result of a breach of this Section 9(c) by such Participant or (B)
                if the
                same is later acquired by such Participant from another source and
                such
                Participant did not know that such source was under a contractual,
                legal
                or fiduciary obligation to another person to keep such information
                confidential and (ii) such Participant may disclose such of the foregoing
                information as is required by law (including by oral questions,
                interrogatories, requests for information or documents in legal
                proceedings, subpoena, civil investigative demand, rule of civil
                procedure
                or other similar process), or in connection with his preparation
                of tax
                returns or in response to tax audits or similar proceedings, so long
                as
                (x) such Participant provides the applicable Company Entity with
                prompt
                written notice of any disclosure (unless such information is disclosed
                solely by virtue of including such information in a tax return) so
                that
                such Company Entity may seek a protective order or other appropriate
                remedy or (y) with respect to any disclosure in connection with his
                or her
                preparation of tax returns or in response to tax audits or similar
                non-public proceedings, such disclosure is made on a confidential
                basis.
                Upon the effective date of any termination of such Participant's
                employment with the Employing Entity (whether by such Participant,
                the
                Employing Entity or by reason of death or disability), or at any
                time upon
                the request of the Employing Entity, he or she (or his or her heirs
                or
                personal representatives) will deliver to the Employing Entity all
                documents and materials containing trade secrets or other confidential
                information as described herein and all documents, materials and
                other
                property belonging to the Employing Entity or any other Company Entity
                which are in the possession or under the control of such Participant
                (or
                his or her heirs or personal
                representatives).

            


    

     

    
      	(d)  	
              All
                discoveries and works made or conceived by such Participant during
                and in
                the course of his or her employment by the Employing Entity, jointly
                or
                with others, that relate to the activities of any Company Entity
                will be
                owned and assignable by the applicable Company Entity. The term
                "discoveries
                and works"
                includes, by way of example, inventions, computer programs (including
                documentation of such programs), technical improvements, processes,
                drawings and works of authorship, including all publications which
                relate
                to the business, operations or activities of any Company Entity or
                any
                customer or client of any Company Entity. He or she will promptly
                notify
                and make full disclosure to, and execute and deliver any documents
                requested by, the applicable Company Entity to evidence or better
                assure
                title to such discoveries and works by the applicable Company Entity,
                assist the applicable Company Entity in obtaining or maintaining,
                at the
                applicable Company Entity's expense, United States and foreign patents,
                copyrights, trade secret protection and other protection of any and
                all
                such discoveries and works, and promptly execute, whether during
                his or
                her employment or thereafter, all applications or other endorsements
                necessary or appropriate to maintain patents and other rights for
                the
                applicable Company Entity or its assignees and to protect its title
                thereto. Any discoveries and works which, within six months after
                the
                termination of such Participant's employment hereunder, are made,
                disclosed, reduced to a tangible or written form or description,
                or are
                reduced to practice by such Participant and which pertain to work
                performed by him or her while with, and in his or her capacity as
                an
                employee of, the Employing Entity will, as between such Participant
                and
                applicable Company Entity, be presumed to have been made during his
                or her
                employment by the Employing Entity.

            


    

     

    
      	(e)  	
              For
                purposes hereof, (i) the "Company
                Entities"
                means the Company, each of the Company Subsidiaries and each person
                in
                which the Company holds a direct or indirect equity interest (whether
                or
                not a controlling interest) and (ii) a "controlled
                Affiliate"
                means, with respect to each Participant, any Person that directly
                or
                indirectly, through one or more intermediaries, is controlled by
                such
                Participant, alone or together with one or more other Participants
                or
                shareholders of the Company, where "control"
                means the possession, directly or indirectly, of the power to direct
                or
                cause the direction of the management or policies of such Person,
                whether
                through the ownership of voting securities, by contract or otherwise.
                

            


    

     

    
      	(f)  	
              Each
                Participant acknowledges and agrees that money damages would not
                be an
                adequate remedy for any breach of his or her agreements contained
                in this
                Section 9 and that, in addition to any other remedies available to
                any
                Company Entity, such Company Entity will be entitled to the remedies
                of
                injunction, specific performance and other equitable relief for any
                threatened or actual breach of the agreements contained in this Section
                9
                without any requirement that such Company Entity post a bond. The
                parties
                hereto agree that the provisions of this Section 9 are reasonable.
                If a
                court determines, however, that any provision of this Section 9 is
                unreasonable, either in period of time, geographical area or otherwise,
                then the parties hereto agree that the provisions of this Section
                9 should
                be interpreted and enforced to the maximum extent which such court
                deems
                reasonable.

            


    

     

    
      	10.  	
              Special
                Forfeiture/Repayment Rules. 

            


    

     

    
      	(a)  	
              If,
                prior to December 31, 2009, a Participant engages in Triggering Conduct,
                then (i) if the Triggering Conduct occurred prior to December 31,
                2007,
                the Participant's entire participation herein will immediately terminate
                and be forfeited and no Final Award Amount will be paid to such
                Participant or (ii) if the Triggering Conduct occurred during 2008
                or
                2009, the Participant will, within 30 days following written notice
                from
                the Company, pay to the Company an amount equal to (A) if such Triggering
                Conduct occurred during 2008, in the case of any Triggering Conduct
                described in clause (i) of the definition of Triggering Conduct in
                the
                immediately succeeding paragraph, 100% of the Final Award Amount,
                and in
                the case of any other Triggering Conduct, 50% of the Final Award
                Amount,
                or (B) if such Triggering Conduct occurred during 2009, in the case
                of any
                Triggering Conduct described in clause (i) of the definition of Triggering
                Conduct, 75% of the Final Award Amount, and in the case of any other
                Triggering Conduct, 25% of the Final Award Amount
                .

            


    

     

    
      	(b)  	
              As
                used herein, "Triggering
                Conduct"
                will mean (i) a breach by such Participant of the provisions of Section
                9
                of this Plan, (ii) the violation of any material policy of the Company
                or
                the Purchaser, including conduct which would constitute a breach
                of the
                then-most recent version of the Company's or the Purchaser's code
                of
                conduct, or (iii) any activity that results in a termination due
                to (A)
                the Participant's willful and continuous gross neglect of his or
                her
                duties for which he or she is employed, (B) the Participant willfully
                engaging in misconduct which is materially injurious to the Company
                or any
                of its Affiliates, (C) the Participant's conviction of a felony or
                any
                misdemeanor involving dishonesty, fraud or moral turpitude or the
                entry of
                a guilty or nolo contendere plea with respect thereto, or (D) the
                Participant's refusal or failure to follow the lawful directives
                of the
                Participant's designated superior or the Board of the Company within
                ten
                business days after written notice (or any shorter notice period
                reasonably necessary to avoid material harm to the Company or the
                Purchaser). 

            


    

     

    
      	11.  	
              Investment
                Representations.
                Each
                Participant hereby represents and warrants that the Award Shares
                are being
                acquired for such Participant's own account, for investment purposes
                and
                not with a view to distribution thereof. Such Participant acknowledges
                and
                agrees that any sale or distribution of Award Shares may be made
                only
                pursuant to either (i) a registration statement on an appropriate
                form
                under the Securities Act of 1933, as amended (the "Securities
                Act"),
                which registration statement has become effective and is current
                with
                regard to the shares being sold, or (ii) a specific exemption from
                the
                registration requirements of the Securities Act that is confirmed
                in a
                favorable written opinion of counsel, in form and substance satisfactory
                to counsel for the Purchaser, prior to any such sale or distribution,
                unless the Purchaser determines that such opinion of counsel is
                unavailable; provided,
                however,
                that the Purchaser will not require an opinion of counsel for transfers
                of
                Award Shares made pursuant to Rule 144 if the Purchaser is provided
                with
                any certificates or other evidence of compliance with Rule 144 reasonably
                required by it in connection with such transfer (including a copy
                of the
                relevant Form 144). Such Participant hereby consents to such action
                as the
                Purchaser deems necessary or appropriate from time to time to prevent
                a
                violation of, or to perfect an exemption from, the registration
                requirements of the Securities Act or to implement the provisions
                of this
                Plan, including but not limited to placing restrictive legends on
                certificates evidencing Award Shares and delivering stop transfer
                instructions to the Purchaser's stock transfer
                agent.

            


    

     

    
      	12.  	
              Withholding
                of Taxes.
                Any payment made pursuant to this Plan will be less any applicable
                federal, state, local or foreign
                taxes.

            


    

     

    
      	13.  	
              Service
                at Will.
                No
                provision of this Plan will confer upon a Participant any right to
                continue as an employee or consultant for any period of specific
                duration
                or interfere with or otherwise restrict in any way the rights of
                the
                Company or of the Participant, which rights are expressly reserved
                by
                each, to terminate the Participant's service to the Company at any
                time
                for any reason, with or without
                cause.

            


    

     

    
      	14.  	
              Plan
                Duration; Amendment.
                Except for Sections 9 and 10 of this Plan, this Plan will terminate
                on the
                settlement date of all sums which become payable under this Plan
                (the
                "Plan
                Period").
                Without limiting the generality or effect of any provision contained
                herein, this Plan may be amended at any time in any respect the Board
                deems necessary or advisable with the approval of the Plan Representative;
                provided,
                however,
                that if the rights and obligations of the Participants would be adversely
                affected, such amendment or amendments will not be effective (other
                than
                with respect to any Participant who consents thereto in writing)
                unless
                the amendments have been approved by the holders of a majority in
                amount
                of the Maximum Individual Awards payable hereunder and the Plan Joinder
                Agreements. 

            


    

     

    
      	15.  	
              Governing
                Law.
                The provision of this Plan will be governed by and construed in accordance
                with the laws of the State of Delaware without resort to that State's
                conflict of laws rules.

            


    

     

    
      	16.  	
              Dispute
                Resolution.
                Any controversy or claim arising out of or relating to this Plan
                or the
                employment relationship between the Participant and the Employing
                Entity
                will be submitted to arbitration under the auspices of the American
                Arbitration Association in accordance with its Commercial Dispute
                Resolution Procedures and Rules and at its office in Wilmington,
                Delaware.
                The award of the arbitrator will be final and binding upon the parties,
                and judgment may be entered with respect to such award in any court
                of
                competent jurisdiction. Notwithstanding the foregoing, any controversy
                or
                claim arising out of or relating to any claim by the Company or any
                of its
                affiliates for temporary or preliminary relief with respect to Section
                9
                need not be resolved in arbitration. Such Participant acknowledges
                that
                this agreement to submit to arbitration includes all controversies
                or
                claims of any kind (e.g., whether in contract or in tort, statutory
                or
                common law, legal or equitable) now existing or hereafter arising
                under
                any federal, state, local or foreign law, including, but not limited
                to,
                the Age Discrimination in Employment Act, Title VII of the Civil
                Rights
                Act of 1964, the Civil Rights Act of 1866, the Family and Medical
                Leave
                Act, the Employee Retirement Income Security Act and the Americans
                With
                Disabilities Act, and all similar state laws, and such Participant
                hereby
                waives all rights thereunder to have a judicial tribunal resolve
                such
                claims. The award or decision rendered by the arbitrator will be
                final,
                binding and conclusive and judgment may be entered upon such award
                by any
                court of competent jurisdiction. 

            


    

     

    
      	17.  	
              Non-Transferability.
                No
                rights under this Plan prior to the end of this Plan Period may be
                sold,
                transferred, pledged, assigned or otherwise alienated or hypothecated,
                other than by will or by the laws of descent and distribution, or
                pursuant
                to a domestic relations order.

            


    

     

    
      	18.  	
              Definitions.
                In addition to the terms defined elsewhere herein, as used in this
                Plan,
                the following terms have the meanings specified below when used in
                this
                Plan with initial capital letters: 

            


    

     

    
      	(a)  	
              "Affiliate"
                of any Person means another Person that directly or indirectly, through
                one or more intermediaries, controls, is controlled by or is under
                common
                control with, such first Person, where "control"
                means the possession, directly or indirectly, of the power to direct
                or
                cause the direction of the management or policies of a Person, whether
                through the ownership of voting securities, by contract or
                otherwise.

            


    

     

    
      	(b)  	
              "Fair
                Market Value"
                means, with respect to any Award Share, the average closing bid price
                (or,
                if there is no applicable closing bid price, the closing price) of
                such
                Award Share on the principal exchange or interdealer quotation system
                on
                which such Award Share is traded over a period of 30 consecutive
                trading
                days, the latest of which will be the trading day immediately preceding
                the date as of which Fair Market Value is being determined.
                

            


    

     

    
      	(c)  	
              "Listed
                Equity Securities"
                means equity securities that are traded on the New York Stock Exchange,
                the American Stock Exchange, The Nasdaq Stock Market or another securities
                exchange or interdealer quotation system that are registered or eligible
                for resale pursuant to Rule 144. 

            


    

     

    
      	(d)  	
              "Net
                Revenues"
                of the Company means the consolidated revenues of the Company and
                its
                Subsidiaries net of pass-through expenses, determined on a consistent
                basis between periods, determined in the same manner as, and using
                the
                same principles and policies used in calculating, the "Gross Profit"
                line
                item on the Consolidated Statement of Operations included in the
                Company’s
                audited, consolidated 2004 financial
                statements.

            


    

     

    
      	(e)  	
              "Person"
                means an individual, corporation, partnership, limited liability
                company,
                joint venture, association, trust, unincorporated organization,
                Governmental Entity or other entity (including its permitted successors
                and assigns), where "Governmental
                Entity"
                means any federal, state, local or foreign government, court or
                administrative, regulatory or other governmental agency, commission
                or
                authority. 

            


    

     

    
      	(f)  	
              "Settlement
                Auditor"
                means the Wilmington, Delaware office of Grant Thornton LLP, or if
                such
                firm is unable or unwilling to serve as Settlement Auditor, such
                other
                nationally recognized independent auditing firm that the Purchaser
                and the
                Plan Representative may agree upon.

            


    

     

    
      	(g)  	
              "Subsidiary"
                means, as to any Person, another Person whose financial condition
                and
                results of operations are required to be consolidated with those
                of the
                first Person under GAAP and also includes, with respect to the Company,
                RxPedite, LLC. 

            


    

     

    


    Executed
      as of ________ __, 2005.

    


    


    


    INCHORD
      COMMUNICATIONS, INC.

    


    


    By:
      _______________________  

    Name:
      _____________________ 

    Title:
      ______________________  

    


    


    


    

      

      
        [***]
          Confidential treatment requested. Omitted portions have been filed separately
          with the Securities and Exchange Commission.

      

      
        [***]
          Confidential treatment requested. Omitted portions have been filed separately
          with the Securities and Exchange Commission.

      

    


    Annex
      A

    


    INCHORD
      COMMUNICATIONS, INC.

    500
      Olde Worthington Road

    Westerville,
      Ohio 43082

    


    September
      __, 2005

    


    To
      the
      Participant Named on

    the
      Signature Page Hereto

    


    


    Ladies
      and Gentlemen:

    


    The
      parties wish to confirm the following mutual understandings with respect to
      certain aspects of the Amended and Restated Acquisition Related Incentive Plan
      (the "Plan")
      to be
      implemented in connection with a sale of all or substantially all of the capital
      stock or of the assets and business of the Company to a third party strategic
      acquirer for consideration paid at closing of not less than $[ ***]
      on or
      prior to September 1, 2006.

    


    1. Final
      Award Amount:
      Provided
      that the Net Revenue threshold set forth in the Plan is satisfied, the Maximum
      Individual Award for the Participant named herein is $_____________.


    


    2. Terms
      of Plan:
      The
      Participant agrees that, as consideration for receiving his or her Final Award
      Amount, he or she accepts and agrees to the terms of the Plan and agrees to
      be
      bound by the obligations applicable to Participants thereunder, including
      without limitation Sections 9 and 10 thereof, which include limitations on
      competition, solicitation of employees and clients and provides for the
      forfeiture of rights in certain circumstances. 

    


    3. Continued
      Employment:
      As of
      the date hereof, the Participant has no plans to terminate his or her employment
      with the Company or any Company Subsidiary between the date hereof through
      the
      Plan Period, either independently or as a result of any Sale
      Transaction.

    


    This
      document may be executed in counterparts.

    


    


    [Signature
      Page Follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Sincerely,

    


    INCHORD
      COMMUNICATIONS, INC.

    


    


    By:
            

    Duly
      Authorized

    


    


    


    PARTICIPANT:

    


    


    Name:     

    

      

      
        [***]
          Confidential treatment requested. Omitted portions have been filed separately
          with the Securities and Exchange
          Commission.