Unassociated Document


    Exhibit
      4.1

    “CHINA
      3C GROUP”

    AMENDED
      2005 EQUITY INCENTIVE PLAN

    


    1.
      NAME.

    


    The
      name
      of the plan is "CHINA 3C GROUP 2005 EQUITY INCENTIVE PLAN."

    


    2.
      PURPOSE.

    


    The
      purpose of this Plan is to provide incentives to attract, retain and motivate
      eligible persons whose presence and potential contributions are important to
      the
      success of the Company, and its Parent and Subsidiaries (if any), by offering
      them an opportunity to participate in the Company's future performance through
      awards of Options, Restricted Stock and Stock Awards. Capitalized terms not
      defined in the text are defined in Section 3.

    


    3.
      DEFINITIONS.

    


    As
      used
      in this Plan, the following terms will have the following meanings:

    


    "AWARD"
      means any award under this Plan, including any Option, Restricted Stock or
      Stock
      Award.

    


    "AWARD
      AGREEMENT" means, with respect to each Award, the signed written agreement
      between the Company and the Participant setting forth the terms and conditions
      of the Award.

    


    "BOARD"
      means the Board of Directors of the Company.

    


    "CAUSE"
      means any cause, as defined by applicable law, for the termination of a
      Participant's employment with the Company or a Parent or Subsidiary of the
      Company.

    


    "CODE"
      means the Internal Revenue Code of 1986, as amended.

    


    "COMMITTEE"
      means the Board of Directors.

    


    "COMPANY"
      means CHINA 3C GROUP, a Nevada corporation, or any successor
      corporation.

    


    "DISABILITY"
      means a disability, whether temporary or permanent, partial or total, as
      determined by the Committee.

    


    "EXCHANGE
      ACT" means the Securities Exchange Act of 1934, as amended.

    


    "EXERCISE
      PRICE" means the price at which a holder of an Option may purchase the Shares
      issuable upon exercise of the Option.

    


    "FAIR
      MARKET VALUE" means, as of any date, the value of a share of the Company's
      Common Stock determined as follows:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

      (a)
      if
      such Common Stock is publicly traded and is then listed on a national securities
      exchange, its closing price on the date of determination on the principal
      national securities exchange on which the Common Stock is listed or admitted
      to
      trading as reported in The Wall Street Journal;

    


      (b)
      if
      such Common Stock is quoted on the NASDAQ National Market, its closing price
      on
      the NASDAQ National Market on the date of determination as reported in The
      Wall
      Street Journal;

    


      (c)
      if
      such Common Stock is publicly traded but is not listed or admitted to trading
      on
      a national securities exchange, the average of the closing bid and asked prices
      on the date of determination as reported in The Wall Street

    Journal;

    


      (d)
      the
      price per share at which shares of the Company's Common Stock are initially
      offered for sale to the public by the Company's underwriters in the initial
      public offering of the Company's Common Stock pursuant to a registration
      statement filed with the SEC under the Securities Act if the Award is made
      on
      the effective date of such registration statement; or

    


      (e)
      if
      none of the foregoing is applicable, by the Committee in good
      faith.

    


    "INSIDER"
      means an officer or director of the Company or any other person whose
      transactions in the Company's Common Stock are subject to Section 16 of the
      Exchange Act.

    


    "OPTION"
      means an award of an option to purchase Shares pursuant to Section
      7.

    


    "PARENT"
      means any corporation (other than the Company) in an unbroken chain of
      corporations ending with the Company if each of such corporations other than
      the
      company owns stock possessing 50% or more of the total combined voting power
      of
      all classes of stock in one of the other corporations in such
      chain.

    


    "PARTICIPANT"
      means a person who receives an Award under this Plan.

    


    "PERFORMANCE
      FACTORS" means the factors selected by the Committee, in its sole and absolute
      discretion, from among the following measures to determine whether the
      performance goals applicable to Awards have been satisfied:

    


      (a)
      Net
      revenue and/or net revenue growth;

    


      (b)
      Earnings before income taxes and amortization and/or earnings before income
      taxes and  
      amortization growth;

    


      (c)
      Operating income and/or operating income growth;

    


      (d)
      Net
      income and/or net income growth;

    


      (e)
      Earnings per share and/or earnings per share growth;

    


      (f)
      Total
      stockholder return and/or total stockholder return growth;

    


      (g)
      Return on equity;

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

      (h)
      Operating cash flow return on income;

    


      (i)
      Adjusted operating cash flow return on income;

    


      (j)
      Economic value added; and

    


      (k)
      Individual business objectives.

    


    "PERFORMANCE
      PERIOD" means the period of service determined by the Committee, not to exceed
      five years, during which years of service or performance is to be measured
      for
      Restricted Stock Awards or Stock Awards.

    


    "PLAN"
      means this CHINA 3C GROUP 2005 Equity Incentive Plan, as amended from time
      to
      time.

    


    "RESTRICTED
      STOCK AWARD" means an award of Shares pursuant to Section 8.

    


    "SEC"
      means the U.S. Securities and Exchange Commission.

    


    "SECURITIES
      ACT" means the Securities Act of 1933, as amended.

    


    "SHARES"
      means shares of the Company's Common Stock reserved for issuance under this
      Plan, as adjusted pursuant to Sections 4 and 19, and any successor
      security.

    


    "STOCK
      AWARD" means an award of Shares, or cash in lieu of Shares, pursuant to Section
      9.

    


    "SUBSIDIARY"
      means any corporation (other than the Company) in an unbroken chain of
      corporations beginning with the Company if each of the corporations other than
      the last corporation in the unbroken chain owns stock possessing 50% or more
      of
      the total combined voting power of all classes of stock in one of the other
      corporations in such chain.

    


    "TERMINATION"
      or "TERMINATED" means, for purposes of this Plan with respect to a Participant,
      that the Participant has for any reason ceased to provide services as an
      employee, officer, director, consultant, independent contractor, or advisor
      to
      the Company or a Parent or Subsidiary of the Company. An employee will not
      be
      deemed to have ceased to provide services in the case of (i) sick leave, (ii)
      military leave, or (iii) any other leave of absence approved by the Company,
      provided that such leave is for a period of not more than 90 days, unless
      reemployment upon the expiration of such leave is guaranteed by contract or
      statute or unless provided otherwise pursuant to a formal policy adopted from
      time to time by the Company and issued and promulgated to employees in writing.
      In the case of any employee on an approved leave of absence, the Committee
      may
      make such provisions respecting suspension of vesting of the Award while on
      leave from the employ of the Company or a Subsidiary as it may deem appropriate,
      except that in no event may an Option be exercised after the expiration of
      the
      term set forth in the Option agreement.

    


    The
      Committee will have sole discretion to determine whether a Participant has
      ceased to provide services and the effective date on which the Participant
      ceased to provide services (the "Termination Date").


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    4.
      SHARES
      SUBJECT TO THE PLAN.

    


      4.1
      Number of Shares Available. Subject to Sections 4.2 and 19, the total aggregate
      number of Shares initially reserved and available for grant and issuance
      pursuant to this Plan will be 5,180,000 Shares and will include Shares that
      are
      subject to: (a) issuance upon exercise of an Option but cease to be subject
      to
      such Option for any reason other than exercise of such Option; (b) an Award
      granted hereunder but forfeited or repurchased by the Company at the original
      issue price; and (c) an Award that otherwise terminates without Shares being
      issued. At all times the Company shall reserve and keep available a sufficient
      number of Shares as shall be required to satisfy the requirements of all
      outstanding Options granted under this Plan and all other outstanding but
      unvested Awards granted under this Plan.

    


      4.2
      Adjustment of Shares. In the event that the number of outstanding shares is
      changed by a stock dividend, recapitalization, stock split, reverse stock split,
      subdivision, combination, reclassification or similar change in the capital
      structure of the Company without consideration, then (a) the number of Shares
      reserved for issuance under this Plan, (b) the Exercise Prices of and number
      of
      Shares subject to outstanding Options, and (c) the number of Shares subject
      to
      other outstanding Awards will be proportionately adjusted, subject
      to

    any
      required action by the Board or the stockholders of the Company and compliance
      with applicable securities laws; provided, however, that fractions of a Share
      will not be issued but will either be replaced by a cash payment equal to the
      Fair Market Value of such fraction of a Share or will be rounded up to the
      nearest whole Share, as determined by the Committee.

    


    5.
      ELIGIBILITY.

    


    ISOs
      (as
      defined in Section 7 below) may be granted only to employees (including officers
      and directors who are also employees) of the Company or of a Parent or
      Subsidiary of the Company. All other Awards may be granted to employees,
      officers, directors, consultants, independent contractors and advisors of the
      Company or any Parent or Subsidiary of the Company, provided such consultants,
      contractors and advisors render bona fide services not in connection with the
      offer and sale of securities in a capital-raising transaction. A person may
      be

    granted
      more than one Award under this Plan.

    


    6.
      ADMINISTRATION.

    


      6.1
      Committee Authority. This Plan will be administered by the Committee or by
      the
      Board acting as the Committee. Subject to the general purposes, terms and
      conditions of this Plan, and to the direction of the Board, the Committee will
      have full power to implement and carry out this Plan. Without limitation, the
      Committee will have the authority to:

    


    6.1.1
      construe and interpret this Plan, any Award Agreement and any other agreement
      or
      document executed pursuant to this Plan;

    


    6.1.2
      prescribe, amend and rescind rules and regulations relating to this Plan or
      any
      Award;

    


    6.1.3
      select persons to receive Awards;

    


    6.1.4
      determine the form and terms of Awards;

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    6.1.5
      determine the number of Shares or other consideration subject to
      Awards;

    


    6.1.6
      determine whether Awards will be granted singly, in combination with, in tandem
      with, in replacement of, or as alternatives to, other Awards under this Plan
      or
      any other incentive or compensation plan of the Company or any Parent or
      Subsidiary of the Company;

    


    6.1.7
      grant waivers of Plan or Award conditions;

    


    6.1.8
      determine the vesting, exercisability and payment of Awards;

    


    6.1.9
      correct any defect, supply any omission or reconcile any inconsistency in this
      Plan, any Award or any Award Agreement;

    


    6.1.10
      determine whether an Award has been earned; and

    


    6.1.11
      make all other determinations necessary or advisable for the administration
      of
      this Plan.

    


    6.2
      Committee Discretion. Any determination made by the Committee with respect
      to
      any Award will be made at the time of grant of the Award or, unless in
      contravention of any express term of this Plan or Award, at any later time,
      and
      such determination will be final and binding on the Company and on all persons
      having an interest in any Award under this Plan. The Committee may delegate
      to
      one or more officers of the Company the authority to grant an Award under this
      Plan to Participants who are not Insiders of the Company.

    


    7.
      OPTIONS.

    


    The
      Committee may grant Options to eligible persons and will determine whether
      such
      Options will be Incentive Stock Options within the meaning of the Code ("ISO")
      or Nonqualified Stock Options ("NQSOs"), the number of Shares subject to the
      Option, the Exercise Price of the Option, the period during which the
      option

    may
      be
      exercised, and all other terms and conditions of the Option, subject to the
      following:

    


    7.1
      Form
      of Option Grant. Each Option granted under this Plan will be evidenced by an
      Award Agreement which will expressly identify the Option as an ISO or an NQSO
      (hereinafter referred to as the "Stock Option Agreement"), and will be in such
      form and contain such provisions (which need not be the same for each
      Participant) as the Committee may from time to time approve, and which will
      comply with and be subject to the terms and conditions of this
      Plan.

    


    7.2
      Date
      of Grant. The date of grant of an Option will be the date on which the Committee
      makes the determination to grant such Option, unless otherwise specified by
      the
      Committee. The Stock Option Agreement and a copy of this Plan will be delivered
      to the Participant within a reasonable time after the granting of the
      Option.

    


    7.3
      Exercise Period. Options may be exercisable within the times or upon the events
      determined by the Committee as set forth in the Stock Option Agreement governing
      such Option; provided, however, that no Option will be exercisable after the
      expiration of ten (10) years from the date the Option is granted; and provided
      further that no ISO granted to a person who directly or by attribution owns
      more
      than ten percent (10%) of the total combined voting power of all classes of
      stock of the Company or of any Parent or Subsidiary of the Company ("Ten Percent
      Stockholder") will be exercisable after the expiration of five (5) years from
      the date the ISO is granted. The Committee also may provide for Options to
      become exercisable at one time or from time to time, periodically or otherwise,
      in such number of Shares or percentage of Shares as the Committee determines,
      provided, however, that in all events a Participant will be entitled to exercise
      an Option at the rate of at least 20% per year over five years from the date
      of
      grant, subject to reasonable conditions such as continued employment; and
      further provided that an Option granted to a Participant who is an officer,
      director or consultant may become fully exercisable, subject to reasonable
      conditions such as continued employment, at any time or during any period
      established by the Company.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    7.4
      Exercise Price. The Exercise Price of an Option will be determined by the
      Committee when the Option is granted and may be not less than 85% of the Fair
      Market Value of the Shares on the date of grant; provided that: (a) the Exercise
      Price of an ISO will be not less than 100% of the Fair Market Value of the
      Shares on the date of grant; and (b) the Exercise Price of an Option granted
      to
      a Ten Percent Stockholder will not be less than 110% of the Fair Market Value
      of
      the Shares on the date of grant. Payment for the Shares purchased may be made
      in
      accordance with Section 10 of this Plan.

    


    7.5
      Method of Exercise. Options may be exercised only by delivery to the Company
      of
      a written stock option exercise agreement (the "Exercise Agreement") in a form
      approved by the Committee, (which need not be the same for each Participant),
      stating the number of Shares being purchased, the restrictions imposed on the
      Shares purchased under such Exercise Agreement, if any, and such representations
      and agreements regarding the Participant's investment intent and access to
      information and other matters, if any, as may be required or desirable by the
      Company to comply with applicable securities laws, together with payment in
      full
      of the Exercise Price for the number of Shares being purchased.

    


    7.6
      Termination. Notwithstanding the exercise periods set forth in the Stock Option
      Agreement, exercise of an Option will always be subject to the
      following:

    


    7.6.1
      If
      the Participant's service is Terminated for any reason except death or
      Disability, then the Participant may exercise such Participant's Options only
      to
      the extent that such Options would have been exercisable upon the Termination
      Date no later than three (3) months after the Termination Date (or such longer
      time period not exceeding five (5) years as may be determined by the Committee,
      with any exercise beyond three (3) months after the Termination Date deemed
      to
      be an NQSO).

    


    7.6.2
      If
      the Participant's service is Terminated because of the Participant's death
      or
      Disability (or the Participant dies within three (3) months after a Termination
      other than for Cause or because of Participant's Disability), then the
      Participant's Options may be exercised only to the extent that such Options
      would have been exercisable by the Participant on the Termination Date and
      must
      be exercised by the Participant (or the Participant's legal representative)
      no
      later than twelve (12) months after the Termination Date (or such longer time
      period not exceeding five (5) years as may be determined by the Committee,
      with
      any such exercise beyond (i) three (3) months after the Termination Date when
      the Termination is for any reason other than the

    Participant's
      death or Disability, or (ii) twelve (12) months after the Termination Date
      when
      the Termination is for Participant's death or Disability, deemed to be an
      NQSO).

    


    7.6.3
      Notwithstanding the provisions in paragraph 7.6(a) above, if the Participant's
      service is Terminated for Cause, neither the Participant, the Participant's
      estate nor such other person who may then hold the Option shall be entitled
      to
      exercise any Option with respect to any Shares whatsoever, after Termination,
      whether or not after Termination the Participant may receive payment from the
      Company or a Subsidiary for vacation pay, for services rendered prior to
      Termination, for services rendered for the day on which Termination occurs,
      for
      salary in lieu of notice, or for any other benefits. For the purpose of this
      paragraph, Termination shall be deemed to occur on the date when the Company
      dispatches notice or advice to the Participant that his service is
      Terminated.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    7.7
      Limitations on Exercise. The Committee may specify a reasonable minimum number
      of Shares that may be purchased on any exercise of an Option, provided that
      such
      minimum number will not prevent the Participant from exercising the Option
      for
      the full number of Shares for which it is then exercisable.

    


    7.8
      Limitations on ISO. The aggregate Fair Market Value (determined as of the date
      of grant) of Shares with respect to which ISO are exercisable for the first
      time
      by a Participant during any calendar year (under this Plan or under any other
      incentive stock option plan of the Company, Parent or Subsidiary of the Company)
      will not exceed $100,000. If the Fair Market Value of Shares on the date of
      grant with respect to which ISO are exercisable for the first time by a
      Participant during any calendar year exceeds $100,000, then the Options for
      the
      first $100,000 worth of Shares to become exercisable in such calendar year
      will
      be ISO and the Options for the amount in excess of $100,000 that become
      exercisable in that calendar year will be NQSOs. In the event that the Code
      or
      the regulations promulgated thereunder are amended after the Effective Date
      of
      this Plan to provide for a different limit on the Fair Market Value of Shares
      permitted to be subject to ISO, such different limit will be automatically
      incorporated herein and will apply to any Options granted after the effective
      date of such amendment. 

    


    7.9
      Modification, Extension or Renewal. The Committee may modify, extend or renew
      outstanding Options and authorize the grant of new Options in substitution
      therefore, provided that any such action may not, without the written consent
      of
      a Participant, impair any of such Participant's rights under any Option
      previously granted. Any outstanding ISO that is modified, extended, renewed
      or
      otherwise altered will be treated in accordance with Section 424(h) of the
      Code.
      The Committee may reduce the Exercise Price of outstanding Options without
      the
      consent of Participants affected by a written notice to them; provided, however,
      that the Exercise Price may not be reduced below the minimum Exercise Price
      that
      would be permitted under Section 7.4 of this Plan for Options granted on the
      date the action is taken to reduce the Exercise Price.

    


    7.10
      No
      Disqualification. Notwithstanding any other provision in this Plan, no term
      of
      this Plan relating to ISO will be interpreted, amended or altered, nor will any
      discretion or authority granted under this Plan be exercised, so as to
      disqualify this Plan under Section 422 of the Code or, without the consent
      of
      the Participant affected, to disqualify any ISO under Section 422 of the
      Code.

    


    8.
      RESTRICTED STOCK.

    


    A
      Restricted Stock Award is an offer by the Company to sell to an eligible person
      Shares that are subject to restrictions. The Committee will determine to whom
      an
      offer will be made, the number of Shares the person may purchase, the price
      to
      be paid (the "Purchase Price"), the restrictions to which the Shares will be
      subject, and all other terms and conditions of the Restricted Stock Award,
      subject to the following:

    


    8.1
      Form
      of Restricted Stock Award. All purchases under a Restricted Stock Award made
      pursuant to this Plan will be evidenced by an Award Agreement (the "Restricted
      Stock Purchase Agreement") that will be in such form (which need not be the
      same
      for each Participant) as the Committee will from time to time approve, and
      will
      comply with and be subject to the terms and conditions of this Plan. The offer
      of Restricted Stock will be accepted by the Participant's execution and delivery
      of the Restricted Stock Purchase Agreement and full payment for the Shares
      to
      the Company within thirty (30) days from the date the Restricted Stock Purchase
      Agreement is delivered to the person. If such person does not execute and
      deliver the Restricted Stock Purchase Agreement along with full payment for
      the
      Shares to the Company within thirty (30) days, then the offer will terminate,
      unless otherwise extended by the Committee.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    8.2
      Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted
      Stock
      Award will be determined by the Committee on the date the Restricted Stock
      Award
      is granted and may not be less than 85% of the Fair Market Value of the Shares
      on the grant date, except in the case of a sale to a Ten Percent Stockholder,
      in
      which case the Purchase Price will be 100% of the Fair Market Value. Payment
      of
      the Purchase Price must be made in accordance with Section 10 of this
      Plan.

    


    8.3
      Terms
      of Restricted Stock Awards. Restricted Stock Awards shall be subject to such
      restrictions as the Committee may impose. These restrictions may be based upon
      completion of a specified number of years of service with the Company or upon
      completion of the performance goals as set out in advance in the Participant's
      individual Restricted Stock Purchase Agreement. Restricted Stock Awards may
      vary
      from Participant to Participant and between groups of Participants. Prior to
      the
      grant of a Restricted Stock Award, the Committee shall: (a) determine the
      nature, length and starting date of any Performance Period for the Restricted
      Stock Award; (b) select from among the Performance Factors to be used to measure
      performance goals, if any; and (c) determine the number of Shares that may
      be
      awarded to the Participant. Prior to the payment of any Restricted Stock Award,
      the Committee shall determine the extent to which such Restricted Stock Award
      has been earned. Performance Periods may overlap and Participants may
      participate simultaneously with respect to Restricted Stock Awards that are
      subject to different Performance Periods and have different performance goals
      and other criteria.

    


    8.4
      Termination During Performance Period. If a Participant is Terminated during
      a
      Performance Period for any reason, then such Participant will be entitled to
      payment (whether in Shares, cash or otherwise) with respect to the Restricted
      Stock Award only to the extent earned as of the date of Termination in
      accordance with the Restricted Stock Purchase Agreement, unless the Committee
      determines otherwise.

    


    9.
      STOCK
      AWARDS.

    


    9.1
      Awards of Stock. A Stock Award is an award of Shares (which may consist of
      Restricted Stock) for services rendered to the Company or any Parent or
      Subsidiary of the Company. A Stock Award will be awarded pursuant to an Award
      Agreement (the "Stock Award Agreement") that will be in such form (which need
      not be the same for each Participant) as the Committee will from time to time
      approve, and will comply with and be subject to the terms and conditions of
      this
      Plan. A Stock Award may be awarded upon satisfaction of such performance goals
      as are set out in advance in the Participant's individual Stock Award Agreement
      (the "Performance Stock Award Agreement") that will be in such form (which
      need
      not be the same for each Participant) as the Committee will from time to time
      approve, and will comply with and be subject to the terms and conditions of
      this
      Plan. Stock Awards may vary from Participant to Participant and between groups
      of Participants, and may be based upon the achievement of the Company, Parent
      or
      Subsidiary and/or individual performance factors or upon such other criteria
      as
      the Committee may determine.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    9.2
      Terms
      of Stock Awards. The Committee will determine the number of Shares to be awarded
      to the Participant. If the Stock Award is being earned upon the satisfaction
      of
      performance goals pursuant to a Performance Stock Award Agreement, then the
      Committee will: (a) determine the nature, length and starting date of any
      Performance Period for each Stock Award; (b) select from among the Performance
      Factors to be used to measure the performance, if any; and (c) determine the
      number of Shares that may be awarded to the Participant. Prior to the payment
      of
      any Stock Award, the Committee shall determine the extent to which such Stock
      Award has been earned. Performance Periods may overlap and Participants may
      participate simultaneously with respect to Stock Awards that are subject to
      different Performance Periods and different performance goals and other
      criteria. The number of Shares may be fixed or may vary in accordance with
      such
      performance goals and criteria as may be determined by the Committee. The
      Committee may adjust the performance goals applicable to the Stock Awards to
      take into account changes in law and accounting or tax rules and to make such
      adjustments as the Committee deems necessary or appropriate to reflect the
      impact of extraordinary or unusual items, events or circumstances to avoid
      windfalls or hardships.

    


    9.3
      Form
      of Payment. The earned portion of a Stock Award may be paid to the Participant
      by the Company either currently or on a deferred basis, with such interest
      or
      dividend equivalent, if any, as the Committee may determine. Payment may be
      made
      in the form of cash or whole Shares or a combination thereof, either in a lump
      sum payment or in installments, all as the Committee will
      determine.

    


    10.
      PAYMENT FOR SHARE PURCHASES. Payment for Shares purchased pursuant to this
      Plan
      may be made in cash (by check) or, where expressly approved for the Participant
      by the Committee and where permitted by law:

    


    10.1
      by
      cancellation of indebtedness of the Company to the Participant;

    


    10.2
      by
      surrender of shares that either: (1) have been owned by the Participant for
      more
      than six (6) months and have been paid for within the meaning of SEC Rule 144
      (and, if such shares were purchased from the Company by use of a promissory
      note, such note has been fully paid with respect to such shares); or (2) were
      obtained by the Participant in the public market;

    


    10.3
      by
      waiver of compensation due or accrued to the Participant for services
      rendered;

    


    10.4
      with
      respect only to purchases upon exercise of an Option, and provided that a public
      market for the Company's stock exists:

    


    10.4.1
      through a "same day sale" commitment from the Participant and a broker-dealer
      that is a member of the National Association of Securities Dealers (an "NASD
      Dealer") whereby the Participant irrevocably elects to exercise the Option
      and
      to sell a portion of the Shares so purchased to pay for the Exercise Price,
      and
      whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
      forward the Exercise Price directly to the Company; or

    


    10.4.2
      through a "margin" commitment from the Participant and a NASD Dealer whereby
      the
      Participant irrevocably elects to exercise the Option and to pledge the Shares
      so purchased to the NASD Dealer in a margin account as security for a loan
      from
      the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer
      irrevocably commits upon receipt of such Shares to forward the Exercise Price
      directly to the Company; or

    


    
      
         

      

      
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    10.4.3
      by
      any combination of the foregoing.

    


    11.
      WITHHOLDING TAXES.

    


    11.1
      Withholding Generally. Whenever Shares are to be issued in satisfaction of
      Awards granted under this Plan, the Company may require the Participant to
      remit
      to the Company an amount sufficient to satisfy federal, state and local
      withholding tax requirements prior to the delivery of any certificate or
      certificates for such Shares. Whenever, under this Plan, payments in
      satisfaction of Awards are to be made in cash, such payment will be net of
      an
      amount sufficient to satisfy federal, state, and local withholding tax
      requirements.

    


    11.2
      Stock Withholding. When, under applicable tax laws, a participant incurs tax
      liability in connection with the exercise or vesting of any Award that is
      subject to tax withholding and the Participant is obligated to pay the Company
      the amount required to be withheld, the Committee may allow the Participant
      to
      satisfy the minimum withholding tax obligation by electing to have the Company
      withhold from the Shares to be issued that number of Shares having a Fair Market
      Value equal to the minimum amount required to be withheld, determined on the
      date that the amount of tax to be withheld is to be determined. All elections
      by
      a Participant to have Shares withheld for this purpose will be made in
      accordance with the requirements established by the Committee and will be in
      writing in a form acceptable to the Committee.

    


    12.
      PRIVILEGES OF STOCK OWNERSHIP.

    


    12.1
      Voting and Dividends. No Participant will have any of the rights of a
      stockholder with respect to any Shares until the Shares are issued to the
      Participant. After Shares are issued to the Participant, the Participant will
      be
      a stockholder and will have all the rights of a stockholder with respect to
      such
      Shares, including the right to vote and receive all dividends or other
      distributions made or paid with respect to such Shares; provided, that if such
      Shares are Restricted Stock, then any new, additional or different securities
      the Participant may become entitled to receive with respect to such Shares
      by
      virtue of a stock dividend, stock split or any other change in the corporate
      or
      capital structure of the Company will be subject to the same restrictions as
      the
      Restricted Stock.

    


    12.2
      Financial Statements. The Company will provide financial statements to each
      Participant prior to such Participant's purchase of Shares under this Plan,
      and
      to each Participant annually during the period such Participant has Awards
      outstanding; provided, however, the Company will not be required to provide
      such
      financial statements to Participants whose services in connection with the
      Company assure them access to equivalent information.

    


    13.
      NON-TRANSFERABILITY OF AWARDS.

    


    13.1
      Awards of Stock and Restricted Stock granted under this Plan, and any interest
      therein, will not be transferable or assignable by the Participant, and may
      not
      be made subject to execution, attachment or similar process, other than by
      will
      or by the laws of descent and distribution. Awards of Options granted under
      this
      Plan, and any interest therein, will not be transferable or assignable by the
      Participant, and may not be made subject to execution, attachment or similar
      process, other than by will or by the laws of descent and distribution, by
      instrument to an inter vivos or testamentary trust in which the options are
      to
      be passed to beneficiaries upon the death of the trustor, or by gift to
      "immediate family" as that term is defined in 17 C.F.R.
      240.16a-1(e).

    During
      the lifetime of the Participant an Award will be exercisable only by the
      Participant. During the lifetime of the Participant, any elections with respect
      to an Award may be made only by the Participant unless otherwise determined
      by
      the Committee and set forth in the Award Agreement with respect to Awards that
      are not ISOs.

    


    
      
         

      

      
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    13.2
      This
      restriction shall cease to apply to Shares received as a Stock Award or
      Restricted Stock Award under this Plan at the time ownership of such shares
      vests in the recipient of the Award. Similarly, this restriction shall not
      apply
      to shares of stock received upon the exercise of vested Options.

    


    14.
      CERTIFICATES.

    


    All
      certificates for Shares or other securities delivered under this Plan will
      be
      subject to such stop transfer orders, legends and other restrictions as the
      Committee may deem necessary or advisable, including restrictions under any
      applicable federal, state or foreign securities law, or any rules, regulations
      and other requirements of the SEC or any stock exchange or automated quotation
      system upon which the Shares may be listed or quoted.

    


    15.
      ESCROW; PLEDGE OF SHARES.

    


    To
      enforce any restrictions on a Participant's Shares, the Committee may require
      the Participant to deposit all certificates representing Shares, together with
      stock powers or other instruments of transfer approved by the Committee
      appropriately endorsed in blank, with the Company or an agent designated by
      the
      Company to hold in escrow until such restrictions have lapsed or terminated,
      and
      the Committee may cause a legend or legends referencing such restrictions to
      be
      placed on the certificates. Any Participant who is permitted to execute a
      promissory note as partial or full consideration for the purchase of Shares
      under this Plan will be required to pledge and deposit with the Company all
      or
      part of the Shares so purchased as collateral to secure the payment of the
      Participant's obligation to the Company under the promissory note; provided,
      however, that the Committee may require or accept other or additional forms
      of
      collateral to secure the payment of such obligation and, in any event, the
      Company will have full recourse against the Participant under the promissory
      note notwithstanding any pledge of the Participant's Shares or other collateral.
      In connection with any pledge of the Shares, the Participant will be required
      to
      execute and deliver a written pledge agreement in such form as the Committee
      will from time to time approve. The Shares purchased with the promissory note
      may be released from the pledge on a pro rata basis as the promissory note
      is
      paid.

    


    16.
      EXCHANGE OF AWARDS.

    


    The
      Committee may, at any time or from time to time, authorize the Company, with
      the
      consent of the respective Participants, to issue new Awards in exchange for
      the
      surrender and cancellation of any or all outstanding Awards.

    


    17.
      SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

    


    An
      Award
      will not be effective unless such Award is in compliance with all applicable
      federal and state securities laws, rules and regulations of any governmental
      body, and the requirements of any stock exchange or automated quotation system
      upon which the Shares may then be listed or quoted, as they are in effect on
      the
      date of grant of the Award and also on the date of exercise or other issuance.
      Notwithstanding any other provision in this Plan, the Company will have no
      obligation to issue or deliver certificates for Shares under this Plan prior
      to:
      (a) obtaining any approvals from governmental agencies that the Company
      determines are necessary or advisable; and/or (b) completion of any registration
      or other qualification of such Shares under any state or federal law or ruling
      of any governmental body that the Company determines to be necessary or
      advisable. The Company will be under no obligation to register the Shares with
      the SEC or to effect compliance with the registration, qualification or listing
      requirements of any state securities laws, stock exchange or automated quotation
      system, and the Company will have no liability for any inability or failure
      to
      do so.

    


    
      
         

      

      
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    18.
      NO
      OBLIGATION TO EMPLOY.

    


    Nothing
      in this Plan or any Award granted under this Plan will confer or be deemed
      to
      confer on any Participant any right to continue in the employ of, or to continue
      any other relationship with, the Company or any Parent or Subsidiary of the
      Company or limit in any way the right of the Company or any Parent or Subsidiary
      of the Company to terminate Participant's employment or other relationship
      at
      any time, with or without cause.

    


    19.
      CORPORATE TRANSACTIONS.

    


    19.1
      Assumption or Replacement of Awards by Successor. In the event of (a) a
      dissolution or liquidation of the Company, (b) a merger or consolidation in
      which the Company is not the surviving corporation (other than a merger or
      consolidation with a wholly-owned subsidiary, a reincorporation of the Company
      in a different jurisdiction, or other transaction in which there is no
      substantial change in the stockholders of the Company or their relative stock
      holdings and the Awards granted under this Plan are assumed, converted or
      replaced by the successor corporation, which assumption will be binding on
      all
      Participants), (c) a merger in which the Company is the surviving corporation
      but after which the stockholders of the Company immediately prior to such merger
      (other than any stockholder that merges, or which owns or controls another
      corporation that merges, with the Company in such merger) cease to own their
      shares or other equity interest in the Company, (d) the sale of substantially
      all of the assets of the Company, or (e) the acquisition, sale, or transfer
      of
      more than 50% of the outstanding shares of the Company by tender offer or
      similar transaction, any or all outstanding Awards may be assumed, converted
      or
      replaced by the successor corporation (if any), which assumption, conversion
      or
      replacement will be binding on all Participants. In the alternative, the
      successor corporation may substitute equivalent Awards or provide substantially
      similar consideration to Participants as was provided to stockholders (after
      taking into account the existing provisions of the Awards). The successor
      corporation may also issue, in place of outstanding Shares of the Company held
      by the Participant, substantially similar shares or other property subject
      to
      repurchase restrictions no less favorable to the Participant. In the event
      such
      successor corporation (if any) refuses to assume or substitute Awards, as
      provided above, pursuant to a transaction described in this Subsection 19.1,
      such Awards will expire on such transaction at such time and on such conditions
      as the Committee will determine. Notwithstanding anything in this Plan to the
      contrary, the Committee may provide that the vesting of any or all Awards
      granted pursuant to this Plan will accelerate upon a transaction described
      in
      this Section 19. If the Committee exercises such discretion with respect to
      Options, such Options will become exercisable in full prior to the consummation
      of such event at such time and on such conditions as the Committee determines,
      and if such Options are not exercised prior to the consummation of the corporate
      transaction, they shall terminate at such time as determined by the
      Committee.


    
      
         

      

      
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    19.2
      Other Treatment of Awards. Subject to any greater rights granted to Participants
      under the foregoing provisions of this Section 19, in the event of the
      occurrence of any transaction described in Section 19.1, any outstanding Awards
      will be treated as provided in the applicable agreement or plan of merger,
      consolidation, dissolution, liquidation, or sale of assets.

    


    19.3
      Assumption of Awards by the Company. The Company, from time to time, also may
      substitute or assume outstanding awards granted by another company, whether
      in
      connection with an acquisition of such other company or otherwise, by either;
      (a) granting an Award under this Plan in substitution of such other company's
      award; or (b) assuming such award as if it had been granted under this Plan
      if
      the terms of such assumed award could be applied to an Award granted under
      this
      Plan. Such substitution or assumption will be permissible if the holder of
      the
      substituted or assumed award would have been eligible to be granted an Award
      under this Plan if the other company had applied the rules of this Plan to
      such
      grant. In the event the Company assumes an award granted by another company,
      the
      terms and conditions of such award will remain unchanged (except that the
      exercise price and the number and nature of Shares issuable upon exercise of
      any
      such option will be adjusted appropriately pursuant to Section 424(a) of the
      Code). In the event the Company elects to grant a new Option rather than
      assuming an existing option, such new Option may be granted with a similarly
      adjusted Exercise Price.

    


    20.
      ADOPTION AND EFFECTIVE DATE.

    


    This
      Plan
      is effective as of January 24, 2007, the date it was adopted by the
      Board.

    


    21.
      STOCKHOLDER APPROVAL.

    


    This
      Plan
      shall be approved by the stockholders of the Company within twelve (12) months
      before or after the date this Plan is adopted by the Board.

    


    22.
      TERM
      OF PLAN/GOVERNING LAW.

    


    Unless
      earlier terminated as provided herein, this Plan will terminate on December
      31,
      2006. This Plan and all agreements thereunder shall be governed by and construed
      in accordance with the laws of the State of Nevada.

    


    23.
      AMENDMENT OR TERMINATION OF PLAN.

    


    The
      Board
      may at any time terminate or amend this Plan in any respect, including without
      limitation amendment of any form of Award Agreement or instrument to be executed
      pursuant to this Plan; provided, however, that the Board will not, without
      the
      approval of the stockholders of the Company, amend this Plan in any manner
      that
      requires such stockholder approval under the Code, if applicable, or by any
      stock exchange or market on which the Common Stock of the Company is listed
      for
      trading.

    


    24.
      NONEXCLUSIVITY OF THE PLAN.

    


    Neither
      the adoption of this Plan by the Board, the submission of this Plan to the
      stockholders of the Company for approval, nor any provision of this Plan will
      be
      construed as creating any limitations on the power of the Board to adopt such
      additional compensation arrangements as it may deem desirable, including,
      without limitation, the granting of stock options and bonuses otherwise than
      under this Plan, and such arrangements may be either generally applicable or
      applicable only in specific cases.


    
      
         

      

      
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    25.
      ACTION BY COMMITTEE.

    


    Any
      action permitted or required to be taken by the Committee or any decision or
      determination permitted or required to be made by the Committee pursuant to
      this
      Plan shall be taken or made in the Committee's sole and absolute
      discretion.

    


    
      
         

      

        14