Exhibit
      10.1

    
 

    ACES
      WIRED, INC.

    2007
      STOCK INCENTIVE PLAN

    


    
      
        ARTICLE
          I. ESTABLISHMENT
          AND PURPOSE

      

    

    


    1.1 Establishment.
      Aces
      Wired, Inc. (“Aces Wired”) hereby establishes the Aces Wired, Inc. 2007 Stock
      Incentive Plan, as set forth in this document. 

    


    1.2 Purpose.
      The
      purposes of the Plan are to attract and retain highly qualified individuals
      to
      perform services for Aces Wired and its Affiliates and to align the interests
      of
      those individuals with those of the stockholders of Aces Wired. Aces Wired
      is
      committed to creating long-term stockholder value. Aces Wired’s compensation
      philosophy is based on a belief that Aces Wired can best create stockholder
      value if key employees, directors, and certain others providing services to
      Aces
      Wired and its Affiliates act and are rewarded as business owners. Aces Wired
      believes that an equity stake through equity compensation programs effectively
      aligns employee and stockholder interests by motivating and rewarding long-term
      performance that will enhance stockholder value. 

    


    1.3 Effectiveness
      and Term.
      This
      Plan shall become effective as of March 8, 2007 (the “Effective Date”), which is
      the date of approval of the Plan by the holders of at least a majority of the
      shares of Common Stock either (i) present or represented and entitled to vote
      at
      a special meeting of the stockholders of Aces Wired duly held in accordance
      with
      applicable law or (ii) by written action in lieu of a meeting in accordance
      with
      applicable law. Unless terminated earlier by the Board pursuant to Section
      14.1,
      this Plan shall terminate on the day prior to the tenth anniversary of the
      Effective Date.

     

    
      
        ARTICLE
          II. DEFINITIONS

      

    

    


    2.1 “Aces
      Wired”
means
      Aces Wired, Inc., a Nevada corporation, or any successor thereto.

    


    2.2 “Affiliate”
means
      (i) with respect to Incentive Stock Options, a “parent corporation” or a
“subsidiary corporation” of Aces Wired, as those terms are defined in sections
      424(e) and (f) of the Code, respectively, and (ii) with respect to other Awards,
      (A) a “parent corporation” or a subsidiary corporation” of Aces Wired as defined
      in (i) above or (B) any other corporation, organization, association,
      partnership, sole proprietorship or other type of entity, whether incorporated
      or unincorporated, directly or indirectly controlling or controlled by or under
      direct or indirect common control with Aces Wired.

     

    2.3 “Award”
means
      an award granted to a Participant in the form of Options, SARs, Restricted
      Stock, Restricted Stock Units, Performance Awards, Stock Awards or Other
      Incentive Awards, whether granted singly or in combination.

    


    2.4 “Award
      Agreement”
means
      a
      written agreement between Aces Wired and a Participant that sets forth the
      terms, conditions, restrictions and limitations applicable to an
      Award.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.5 “Board”
means
      the Board of Directors of Aces Wired.

    


    2.6 “Cash
      Dividend Right” means
      a
      contingent right, granted in tandem with a specific Restricted Stock Unit Award,
      to receive an amount in cash equal to the cash distributions made by Aces Wired
      with respect to a share of Common Stock during the period such Award is
      outstanding.

    


    2.7 “Cause”
means
      (i) any material violation by the Participant of any term of any employment
      agreement between the Participant and Aces Wired or an Affiliate, (ii) any
      act
      or omission by the Participant involving fraud, willful misconduct or gross
      negligence on the part of the Participant that is materially injurious to Aces
      Wired, or (iii) the Participant’s conviction of, or entry of a plea agreement or
      consent decree or similar arrangement with respect to any felony involving
      fraud, moral turpitude or any violation of federal or state securities
      law.

    


    2.8 “Change
      of Control”
      means
      the
      occurrence of one or more of the following events: (a) the acquisition by any
      Person (including a Group) of “beneficial ownership” (as defined in Rule 13d-3
      under the Exchange Act), directly or indirectly, of securities of Aces Wired
      representing more than 35% of the combined voting power of Aces Wired’s then
      outstanding securities entitled to vote generally in the election of directors;
      (b) the consummation of a reorganization, merger, consolidation or other form
      of
      business transaction or series of business transactions, in each case, with
      respect to which Persons who were stockholders of Aces Wired immediately prior
      to such reorganization, merger or consolidation or other transaction do not,
      immediately thereafter, own more than 35% of the combined voting power entitled
      to vote generally in the election of directors of the reorganized, merged or
      consolidated company’s then outstanding voting securities; (c) the sale, lease
      or disposition (in one or a series of related transactions) by Aces Wired of
      all
      or substantially all of Aces Wired’s assets (including those of its
      subsidiaries) to any Person or its Affiliates, other than Aces Wired or its
      Affiliates; (d) the replacement of a majority of the Board over a 12-month
      period from the directors who constituted the Board at the beginning of such
      period, and such replacement shall not have been approved by a vote of at least
      a majority of the Board then still in office who either were members of such
      Board at the beginning of such period; or (e) the
      approval by the Board or the stockholders of Aces Wired of a complete or
      substantially complete liquidation or dissolution of Aces Wired. Notwithstanding
      the foregoing, a Change of Control shall not include (a) any acquisition,
      merger, or reorganization by Aces Wired in which the stockholders of Aces Wired
      immediately prior to such acquisition, merger, or reorganization will have
      substantially the same proportionate ownership of common stock of the surviving
      corporation immediately thereafter or which would be considered a Change of
      Control only due to the acquisition of Common Stock (or any other securities
      of
      Aces Wired issued or issuable in exchange for such Common Stock) by any employee
      benefit plan (or related trust) sponsored or maintained by Aces Wired or any
      parent or subsidiary of Aces Wired, or (ii) any transfers of Common Stock among
      the stockholders of Aces Wired (determined as of the Effective Date) who own
      more than 10 percent of the value or voting power of Aces Wired on that
      date.

    


    2.9 “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time, including
      regulations thereunder and successor provisions and regulations.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.10 “Committee”
      means
      the
      Compensation Committee of the Board or such other committee of the Board as
      may
      be designated by the Board to administer the Plan, which committee shall consist
      of two or more members of the Board; provided, however, that with respect to
      the
      application of the Plan to Awards made to Outside Directors, the “Committee”
shall be the Board. During such time as the Common Stock is registered under
      Section 12 of the Exchange Act, each member of the Committee shall be an Outside
      Director. To the extent that no Committee exists that has the authority to
      administer the Plan, the functions of the Committee shall be exercised by the
      Board.

    


    2.11 “Common
      Stock”
means
      the common stock of Aces Wired, $.001 par value per share, or any stock or
      other
      securities of hereafter issued or issuable in substitution or exchange for
      the
      Common Stock.

    


    2.12 “Company”
means
      Aces Wired and any Affiliate.

    


    2.13 “Dividend
      Unit Right”
means
      a
      contingent right, granted in tandem with a specific Restricted Stock Unit Award,
      to have an additional number of Restricted Stock Units credited to a Participant
      in respect of the Award equal to the number of shares of Common Stock that
      could
      be purchased at Fair Market Value with the amount of each cash distribution
      made
      by Aces Wired with respect to a share of Common Stock during the period such
      Award is outstanding.

    


    2.14 “Effective
      Date”
means
      the date this Plan becomes effective as provided in Section 1.3.

    


    2.15 “Employee”
means
      an employee of the Company; provided, however, that the term “Employee” does not
      include an Outside Director or an individual performing services for the Company
      who is treated for tax purposes as an independent contractor at the time of
      performance of the services.

    


    2.16 “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    2.17 “Fair
      Market Value”
      means
      the
      fair market value of a share of Common Stock determined as follows:

    


    (a) If
      the
      Common Stock is listed on any established stock exchange or a national market
      system, including without limitation Nasdaq Global Select Market, Nasdaq Global
      Market, and Nasdaq Capital Market, Fair Market Value will be the closing sales
      price for such stock (or the closing bid, if no sales were reported) as quoted
      on such exchange or system for the day of determination, as reported in
The
      Wall Street Journal
      or such
      other source as the Committee deems reliable; 

     

    (b) If
      the
      Common Stock is regularly quoted by a recognized securities dealer but selling
      prices are not reported, Fair Market Value will be the mean between the high
      bid
      and low asked prices for the Common Stock for the day of determination, as
      reported in The
      Wall Street Journal
      or such
      other source as the Committee deems reliable; or 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c) If
      the
      Common Stock is not reported or quoted by any such organization, Fair Market
      Value will be fair market value as determined in good faith by the Committee
      using a “reasonable application of a reasonable valuation method” within the
      meaning Section 409A of the Code and the regulations thereunder.

    


    Notwithstanding
      the foregoing, “Fair Market Value” with respect to an Incentive Stock Option
      shall mean fair market value as determined in good faith by the Committee within
      the meaning of Section 422 of the Code.

     

    2.18 “Grant
      Date”
means
      the date an Award is determined to be effective by the Committee upon the grant
      of such Award.

    


    2.19 “Group”
means
      any group of related Persons for purposes of Section 13(d) of the Exchange
      Act.

    


    2.20 “Incentive
      Stock Option”
means
      an Option that is intended to meet the requirements of section 422(b) of the
      Code.

    


    2.21 “NASDAQ”
means
      The NASDAQ Stock Market, Inc.

    


    2.22 “Nonqualified
      Stock Option”
means
      an Option that is not an Incentive Stock Option.

    


    2.23 “Option”
means
      an option to purchase shares of Common Stock granted to a Participant pursuant
      to Article VII. An Option may be either an Incentive Stock Option or a
      Nonqualified Stock Option, as determined by the Committee.

    


    2.24 “Other
      Incentive Award”
means
      an incentive award granted to a Participant pursuant to Article
      XII.

    


    2.25 “Outside
      Director”
means
      a
      member of the Board who: (i) meets the independence requirements of the
      principal exchange or quotation system upon which the shares of Common Stock
      are
      listed or quoted, (ii) from and after the date on which the remuneration paid
      pursuant to the Plan becomes subject to the deduction limitation under Section
      162(m) of the Code, qualifies as an “outside director” under Section 162(m) of
      the Code, (iii) qualifies as a “non-employee director” of Aces Wired under Rule
      16b-3, and (iv) satisfies independence criteria under any other applicable
      laws
      or regulations relating to the issuance of shares of Common Stock to
      Employees.

    


    2.26 “Participant”
means
      an Employee, director, or other individual or entity who performs services
      for
      the Company that has been granted an Award; provided, however, that no Award
      that may be settled in Common Stock may be issued to a Participant that is
      not a
      natural person.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.27 “Performance
      Award”
means
      an Award granted to a Participant pursuant to Article XI to receive cash or
      Common Stock conditioned in whole or in part upon the satisfaction of specified
      performance criteria.

    


    2.28 “Permitted
      Transferee”
shall
      have the meaning given such term in Section 15.4.

    


    2.29 “Person”
means
      any individual, partnership, joint venture, trust, corporation, limited
      liability entity, unincorporated organization or other entity (including a
      governmental entity).

    


    2.30 “Plan”
means
      the Aces Wired, Inc. 2007 Stock Incentive Plan, as in effect from time to
      time.

    


    2.31 “Purchased
      Restricted Stock”
shall
      have the meaning given such term in Section 9.2.

    


    2.32 “Restricted
      Period”
means
      the period established by the Committee with respect to an Award of Restricted
      Stock or Restricted Stock Units during which the Award remains subject to
      forfeiture.

    


    2.33 “Restricted
      Stock”
means
      a
      share of Common Stock granted to a Participant pursuant to Article IX that
      is
      subject to such terms, conditions, and restrictions as may be determined by
      the
      Committee. 

    


    2.34 “Restricted
      Stock Unit”
means
      a
      fictional share of Common Stock granted to a Participant pursuant to Article
      X
      that is subject to such terms, conditions, and restrictions as may be determined
      by the Committee.

    


    2.35 “Rule
      16b-3”
means
      Rule 16b-3 promulgated by the Securities and Exchange Commission under the
      Exchange Act, or any successor rule or regulation that may be in effect from
      time to time.

    


    2.36 “Stock
      Appreciation Right”
      or “SAR”
means
      a
      right granted to a Participant pursuant to Article VIII with respect to a share
      of Common Stock to receive upon exercise cash, Common Stock or a combination
      of
      cash and Common Stock, equal to the appreciation in value of a share of Common
      Stock.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III. PLAN ADMINISTRATION

    


    3.1 Plan
      Administrator and Discretionary Authority.
      The Plan
      shall be administered by the Committee. The Committee shall have total and
      exclusive responsibility to control, operate, manage and administer the Plan
      in
      accordance with its terms. The Committee shall have all the authority that
      may
      be necessary or helpful to enable it to discharge its responsibilities with
      respect to the Plan. Without limiting the generality of the preceding sentence,
      the Committee shall have the exclusive right to: (i) interpret the Plan and
      the
      Award Agreements executed hereunder; (ii) decide all questions concerning
      eligibility for, and the amount of, Awards granted under the Plan; (iii)
      construe any ambiguous provision of the Plan or any Award Agreement; (iv)
      prescribe the form of Award Agreements; (v) correct any defect, supply any
      omission or reconcile any inconsistency in the Plan or any Award Agreement;
      (vi)
      issue administrative guidelines as an aid to administering the Plan and make
      changes in such guidelines as the Committee from time to time deems proper;
      (vii) make regulations for carrying out the Plan and make changes in such
      regulations as the Committee from time to time deems proper; (viii) determine
      whether Awards should be granted singly or in combination; (ix) to the extent
      permitted under the Plan, grant waivers of Plan terms, conditions, restrictions
      and limitations; (x) accelerate the exercise, vesting or payment of an Award
      when such action or actions would be in the best interests of the Company;
      (xi)
      require Participants to hold a stated number or percentage of shares of Common
      Stock acquired pursuant to an Award for a stated period; and (xii) take any
      and
      all other actions the Committee deems necessary or advisable for the proper
      operation or administration of the Plan. The Committee shall have authority
      in
      its sole discretion with respect to all matters related to the discharge of
      its
      responsibilities and the exercise of its authority under the Plan, including
      without limitation its construction of the terms of the Plan and its
      determination of eligibility for participation in, and the terms of Awards
      granted under, the Plan. The decisions of the Committee and its actions with
      respect to the Plan shall be final, conclusive and binding on all persons having
      or claiming to have any right or interest in or under the Plan, including
      without limitation Participants and their respective Permitted Transferees,
      estates, beneficiaries and legal representatives.

    


    3.2 Liability;
      Indemnification.
      No
      member of the Committee, nor any person to whom it has delegated authority,
      shall be personally liable for any action, interpretation or determination made
      in good faith with respect to the Plan or Awards granted hereunder, and each
      member of the Committee (or delegatee of the Committee) shall be fully
      indemnified and protected by Aces Wired with respect to any liability he may
      incur with respect to any such action, interpretation or determination, to
      the
      maximum extent permitted by applicable law.

    


    ARTICLE
      IV. SHARES SUBJECT TO THE PLAN

    


    4.1 Available
      Shares.
      

    


    (a) Subject
      to adjustment as provided in Section 4.2 and the limitations provided in Section
      4.1(b), the maximum number of shares of Common Stock that shall be available
      for
      grant of Awards under the Plan shall be a number of shares up to fifteen percent
      (15%) of the Company’s outstanding Common Stock. 

    


    (b) The
      maximum number of shares of Common Stock for which grants may be awarded in
      a
      calendar year is 8% of the Company’s total outstanding Common Stock as of the
      first day of the calendar year. Any unused portion of the percentage limit
      for
      any calendar year will be carried forward and made available for grants in
      succeeding calendar years, subject to the limitations provided in Section
      4.1(a). Shares forfeited in any calendar year will be carried forward and made
      available for grants in succeeding calendar year, subject to the limitations
      provided in Section 4.1(a). 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) The
      maximum number of shares of Common Stock that may be subject to Incentive Stock
      Options granted under the Plan is 900,000 shares. The maximum number of shares
      of Common Stock that may be subject to Nonqualified Stock Options and SARs
      granted under the Plan to any one Participant during a calendar year is 500,000
      shares. The maximum number of shares of Common Stock that may be subject to
      all
      Awards granted under the Plan to any one Participant during a calendar year
      is
      900,000 shares. The limitations provided in this Section 4.1(c) shall be subject
      to adjustment as provided in Section 4.2.

    


    (d) Shares
      of
      Common Stock issued pursuant to the Plan may be original issue or treasury
      shares or a combination of the foregoing, as the Committee, in its sole
      discretion, shall from time to time determine. Aces Wired will, at all times
      during the term of this Plan, reserve and keep available such number of shares
      of Common Stock as shall be sufficient to satisfy the requirements of the
      Plan.

    


    4.2 Adjustments
      for Recapitalizations and Reorganizations.
      Subject
      to Article XIII, if there is any change in the number or kind of shares of
      Common Stock outstanding (i) by reason of a stock dividend, spin-off,
      recapitalization, stock split, or combination or exchange of shares, (ii) by
      reason of a merger, reorganization, or consolidation, (iii) by reason of a
      reclassification or change in par value, or (iv) by reason of any other
      extraordinary or unusual event affecting the outstanding Common Stock as a
      class
      without Aces Wired’s receipt of consideration, or if the value of outstanding
      shares of Common Stock is reduced as a result of a spin-off or Aces Wired’s
      payment of an extraordinary cash dividend, or distribution or dividend or
      distribution consisting of any assets of Aces Wired other than cash, the maximum
      number and kind of shares of Common Stock available for issuance under the
      Plan,
      the maximum number and kind of shares of Common Stock available for issuance
      under the Plan as Incentive Stock Options, the maximum number and kind of shares
      of Common Stock for which any individual may receive Awards of Nonqualified
      Stock Options and SARs in any calendar year, the number and kind of shares
      of
      Common Stock covered by outstanding Awards, and the price per share or the
      applicable market value or performance target of such Awards shall be
      appropriately adjusted by the Committee to reflect any increase or decrease
      in
      the number of, or change in the kind or value of, issued shares of Common Stock
      to preclude the enlargement or dilution of rights under such Awards; provided,
      however, that any fractional shares resulting from such adjustment shall be
      eliminated.

    


    4.3 Adjustments
      for Awards.
      The
      Committee shall have sole discretion to determine the manner in which shares
      of
      Common Stock available for grant of Awards under the Plan are counted. Without
      limiting the discretion of the Committee under this Section 4.3, unless
      otherwise determined by the Committee, the following rules shall apply for
      the
      purpose of determining the number of shares of Common Stock available for grant
      of Awards under the Plan:

    


    (a) Options,
      Restricted Stock and Stock Awards.
      The
      grant of Options, Restricted Stock or Stock Awards shall reduce the number
      of
      shares of Common Stock available for grant of Awards under the Plan by the
      number of shares of Common Stock subject to such an Award.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) SARs.
      The
      grant of SARs that may be paid or settled (i) only in Common Stock or (ii)
      in
      either cash or Common Stock shall reduce the number of shares available for
      grant of Awards under the Plan by the number of shares subject to such an Award;
      provided, however, that upon
      the
      exercise of SARs, the excess of the number of shares of Common Stock with
      respect to which the Award is exercised over the number of shares of Common
      Stock issued upon exercise of the Award shall again be available for grant
      of
      Awards under the Plan.
      The
      grant of SARs that may be paid or settled only for cash shall not affect the
      number of shares available for grant of Awards under the Plan.

    


    (c) Restricted
      Stock Units. The
      grant
      of Restricted Stock Units (including those credited to a Participant in respect
      of a Dividend Unit Right) that may be paid or settled (i) only in Common Stock
      or (ii) in either cash or Common Stock shall reduce the number of shares
      available for grant of Awards under the Plan by the number of shares subject
      to
      such an Award; provided, however, that upon
      settlement of the Award, the excess, if any, of the number of shares of Common
      Stock that had been subject to such Award over the number of shares of Common
      Stock issued upon its settlement shall again be available for grant of Awards
      under the Plan.
      The
      grant of Restricted Stock Units that may be paid or settled only for cash shall
      not affect the number of shares available for grant of Awards under the
      Plan.

    


    (d) Other
      Incentive Awards.
      The
      grant of a Performance Award or Other Incentive Award in the form of Common
      Stock or that may be paid or settled (i) only in Common Stock or (ii) in either
      Common Stock or cash shall reduce the number of shares available for grant
      of
      Awards under the Plan by the number of shares subject to such an
      Award;
      provided, however, that upon
      settlement of the Award, the excess, if any, of the number of shares of Common
      Stock that had been subject to such Award over the number of shares of Common
      Stock issued upon its settlement shall again be available for grant of Awards
      under the Plan. The grant of a Performance Award or Other Incentive Award that
      may be paid or settled only for cash shall not affect the number of shares
      available for grant of Awards under the Plan.

    


    (e) Cancellation,
      Forfeiture and Termination.
      If any
      Award referred to in Sections 4.3(a), (b), (c), or (d) (other than an Award
      that
      may be paid or settled only for cash) is canceled or forfeited, or terminates,
      expires or lapses, for any reason, the shares then subject to such Award shall
      again be available for grant of Awards under the Plan. 

    


    (f) Payment
      of Exercise Price and Withholding Taxes.
      If
      previously acquired shares of Common Stock are used to pay the exercise price
      of
      an Award, the number of shares available for grant of Awards under the Plan
      shall be increased by the number of shares delivered as payment of such exercise
      price. If previously acquired shares of Common Stock are used to pay withholding
      taxes payable upon exercise, vesting or payment of an Award, or shares of Common
      Stock that would be acquired upon exercise, vesting or payment of an Award
      are
      withheld to pay withholding taxes payable upon exercise, vesting or payment
      of
      such Award, the number of shares available for grant of Awards under the Plan
      shall be increased by the number of shares delivered or withheld as payment
      of
      such withholding taxes.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V. ELIGIBILITY

    


    The
      Committee shall select Participants from those Employees, directors and other
      individuals or entities providing services to the Company that, in the opinion
      of the Committee, are in a position to make a significant contribution to the
      success of the Company. Once a Participant has been selected for an Award by
      the
      Committee, the Committee shall determine the type and size of Award to be
      granted to the Participant and shall establish in the related Award Agreement
      the terms, conditions, restrictions and limitations applicable to the Award,
      in
      addition to those set forth in the Plan and the administrative guidelines and
      regulations, if any, established by the Committee.

    


    ARTICLE
      VI. FORM OF AWARDS

    


    6.1 Form
      of Awards.
      Awards
      may be granted under the Plan, in the Committee’s sole discretion, in the form
      of Options pursuant to Article VII, SARs pursuant to Article VIII, Restricted
      Stock pursuant to Article IX, Restricted Stock Units pursuant to Article X,
      Performance Awards pursuant to Article XI, and Stock Awards and Other Incentive
      Awards pursuant to Article XII, or a combination thereof. All Awards shall
      be
      subject to the terms, conditions, restrictions and limitations of the Plan.
      The
      Committee may, in its sole discretion, subject any Award to such other terms,
      conditions, restrictions and/or limitations (including without limitation the
      time and conditions of exercise, vesting or payment of an Award and restrictions
      on transferability of any shares of Common Stock issued or delivered pursuant
      to
      an Award), provided they are not inconsistent with the terms of the Plan. The
      Committee may, but is not required to, subject an Award to such conditions
      as it
      determines are necessary or appropriate to ensure than an Award constitutes
      “qualified performance based compensation” within the meaning of section 162(m)
      of the Code and the regulations thereunder. Awards under a particular Article
      of
      the Plan need not be uniform, and Awards under more than one Article of the
      Plan
      may be combined in a single Award Agreement. Any combination of Awards may
      be
      granted at one time and on more than one occasion to the same Participant.
      Subject to compliance with applicable tax law, an Award Agreement may provide
      that a Participant may elect to defer receipt of income attributable to the
      exercise or vesting of an Award.

    


    6.2 No
      Repricing.
      Except
      for adjustments made pursuant to Section 4.2, no Award may be repriced,
      replaced, regranted through cancellation or otherwise modified without
      stockholder approval, if the effect would be to reduce the exercise price for
      the shares underlying such Award.

    


    ARTICLE
      VII. OPTIONS

    


    7.1 General.
      Awards
      may be granted in the form of Options that may be Incentive Stock Options or
      Nonqualified Stock Options, or a combination of both; provided, however, that
      Incentive Stock Options may be granted only to Employees.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    7.2 Terms
      and Conditions of Options.
      An
      Option shall be exercisable in whole or in such installments and at such times
      as may be determined by the Committee. The price at which a share of Common
      Stock may be purchased upon exercise of an Option shall be determined by the
      Committee, but such exercise price shall not be less than 100% of the Fair
      Market Value per share of Common Stock on the Grant Date unless the Option
      was
      granted through the assumption of, or in substitution for, outstanding awards
      previously granted to individuals who became Employees as a result of a merger,
      consolidation, acquisition, or other corporate transaction involving the
      Company, provided that such assumption or substitution either complies with
      the
      requirements of Section 409A of the Code or is consistent with maintaining
      the
      exempt status of the Option from the application of Section 409A of the Code,
      as
      applicable. Except as otherwise provided in Section 7.3, the term of each Option
      shall be as specified by the Committee; provided, however, that no Options
      shall
      be exercisable later than ten years after the Grant Date. Options may be granted
      with respect to Restricted Stock or shares of Common Stock that are not
      Restricted Stock, as determined by the Committee in its sole
      discretion.

    


    7.3 Restrictions
      Relating to Incentive Stock Options.

    


    (a) Options
      granted in the form of Incentive Stock Options shall, in addition to being
      subject to the terms and conditions of Section 7.2, comply with section 422(b)
      of the Code. To the extent the aggregate Fair Market Value (determined as of
      the
      times the respective Incentive Stock Options are granted) of Common Stock with
      respect to which Incentive Stock Options are exercisable for the first time
      by
      an individual during any calendar year under all incentive stock option plans
      of
      Aces Wired and its Affiliates exceeds $100,000, such excess Incentive Stock
      Options shall be treated as options that do not constitute Incentive Stock
      Options. The Committee shall determine, in accordance with the applicable
      provisions of the Code, which of a Participant’s Incentive Stock Options will
      not constitute Incentive Stock Options because of such limitation and shall
      notify the Participant of such determination as soon as practicable after such
      determination. The price at which a share of Common Stock may be purchased
      upon
      exercise of an Incentive Stock Option shall be determined by the Committee,
      but
      such exercise price shall not be less than 100% of the Fair Market Value of
      a
      share of Common Stock on the Grant Date. No Incentive Stock Option shall be
      granted to an Employee under the Plan if, at the time such Option is granted,
      such Employee owns stock possessing more than 10% of the total combined voting
      power of all classes of stock of Aces Wired or an Affiliate, within the meaning
      of section 422(b)(6) of the Code, unless (i) on the Grant Date of such Option,
      the exercise price of such Option is at least 110% of the Fair Market Value
      of
      the Common Stock subject to the Option and (ii) such Option by its terms is
      not
      exercisable after the expiration of five years from the Grant Date of the
      Option.

    


    (b) Each
      Participant awarded an Incentive Stock Option shall notify Aces Wired in writing
      immediately after the date he or she makes a disqualifying disposition of any
      shares of Common Stock acquired pursuant to the exercise of such Incentive
      Stock
      Option. A disqualifying disposition is any disposition (including any sale)
      of
      such Common Stock before the later of (i) two years after the Grant Date of
      the
      Incentive Stock Option or (ii) one year after the date of exercise of the
      Incentive Stock Option.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    7.4 Exercise
      of Options.

    


    (a) Subject
      to the terms and conditions of the Plan, Options shall be exercised by the
      delivery of a written notice of exercise to Aces Wired, setting forth the number
      of whole shares of Common Stock with respect to which the Option is to be
      exercised, accompanied by full payment for such shares.

    


    (b) Upon
      exercise of an Option, the exercise price of the Option shall be payable to
      Aces
      Wired in full either: (i) in cash or an equivalent acceptable to the
      Committee, or (ii) in the sole discretion of the Committee and in
      accordance with any applicable administrative guidelines established by the
      Committee, by tendering one or more previously acquired nonforfeitable,
      unrestricted shares of Common Stock that have been held by the Participant
      for
      at least six months having an aggregate Fair Market Value at the time of
      exercise equal to the total exercise price, or (iii) in a combination of
      the forms of payment specified in clauses (i) and (ii) above.

    


    (c) During
      such time as the Common Stock is registered under Section 12 of the Exchange
      Act, to the extent permissible under applicable law, payment of the exercise
      price of an Option may also be made, in the absolute discretion of the
      Committee, by delivery to Aces Wired or its designated agent of an executed
      irrevocable option exercise form together with irrevocable instructions to
      a
      broker-dealer to sell or margin a sufficient portion of the shares with respect
      to which the Option is exercised and deliver the sale or margin loan proceeds
      directly to Aces Wired to pay the exercise price and any required withholding
      taxes.

    


    (d) As
      soon
      as reasonably practicable after receipt of written notification of exercise
      of
      an Option and full payment of the exercise price and any required withholding
      taxes, Aces Wired shall (i) deliver to the Participant, in the Participant’s
      name or the name of the Participant’s designee, a stock certificate or
      certificates in an appropriate aggregate amount based upon the number of shares
      of Common Stock purchased under the Option, or (ii) cause to be issued in the
      Participant’s name or the name of the Participant’s designee, in book-entry
      form, an appropriate number of shares of Common Stock based upon the number
      of
      shares purchased under the Option.

    


    7.5 Termination
      of Employment or Service.
      Each
      Award Agreement embodying the Award of an Option shall set forth the extent
      to
      which the Participant shall have the right to exercise the Option following
      termination of the Participant’s employment or service with the Company. Such
      provisions shall be determined by the Committee in its absolute discretion,
      need
      not be uniform among all Options granted under the Plan and may reflect
      distinctions based on the reasons for termination of employment or service.
      In
      the event a Participant’s Award Agreement embodying the award of an Option does
      not set forth such termination provisions, the following termination provisions
      shall apply with respect to such Award: 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (a) Termination
      Other Than For Cause.
      If the
      employment or service of a Participant shall terminate for any reason other
      than
      Cause, each outstanding Option held by the Participant may be exercised, to
      the
      extent then vested, until the earlier of (i) the expiration of 90 days from
      the
      date of such termination of employment or service or (ii) the expiration of
      the
      term of such Option.

    


    (b) Termination
      for Cause.
      Notwithstanding paragraphs (a) above, if the employment or service of a
      Participant shall terminate for Cause, each outstanding Option held by the
      Participant may be exercised, to the extent then vested, until the earlier
      of
      (i) the expiration of 30 days from the date of such termination of employment
      or
      service or (ii) the expiration of the terms of such Option.

    


    Notwithstanding
      the foregoing, an Option will not be treated as an Incentive Stock Option unless
      at all times beginning on the Grant Date and ending on the day three months
      (one
      year in the case of a Participant who is “disabled” within the meaning of
      Section 22(e)(3) of the Code) before the date of exercise of the Option, the
      Participant is an employee of Aces Wired or an Affiliate (or a corporation
      or a
      parent or subsidiary corporation of such corporation issuing or assuming an
      option in a transaction to which Section 424(a) of the Code
      applies).

    


    ARTICLE
      VIII. STOCK APPRECIATION RIGHTS

    


    8.1 General.
      The
      Committee may grant Awards in the form of SARs in such numbers and at such
      times
      as it shall determine. SARs shall vest and be exercisable in whole or in such
      installments and at such times as may be determined by the Committee. The price
      at which SARs may be exercised shall be determined by the Committee but shall
      not be less than 100% of the Fair Market Value per share of Common Stock on
      the
      Grant Date unless the SARs were granted through the assumption of, or in
      substitution for, outstanding awards previously granted to individuals who
      became Employees as a result of a merger, consolidation, acquisition, or other
      corporate transaction involving the Company, provided that such assumption
      or
      substitution either complies with the requirements of Section 409A of the Code
      or is consistent with maintaining the exempt status of the Award of SARs from
      the application of Section 409A of the Code, as applicable. The term of each
      SAR
      shall be as specified by the Committee; provided, however, that no SARs shall
      be
      exercisable later than ten years after the Grant Date. At the time of an Award
      of SARs, the Committee may, in its sole discretion, prescribe additional terms,
      conditions, restrictions and limitations applicable to the SARs, including
      without limitation rules pertaining to the termination of employment or service
      (by reason of death, permanent and total disability, or otherwise) of a
      Participant prior to exercise of the SARs, as it determines are necessary or
      appropriate, provided they are not inconsistent with the Plan.

    


    8.2 Exercise
      of SARs.
      SARs
      shall be exercised by the delivery of a written notice of exercise to Aces
      Wired, setting forth the number of whole shares of Common Stock with respect
      to
      which the Award is being exercised. Upon the exercise of SARs, the Participant
      shall be entitled to receive an amount equal to the excess of the aggregate
      Fair
      Market Value of the shares of Common Stock with respect to which the Award
      is
      exercised (determined as of the date of such exercise) over the aggregate
      exercise price of such shares. Such amount shall be payable to the Participant
      in cash or in shares of Common Stock, as provided in the Award
      Agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX. RESTRICTED STOCK

    


    9.1 General.
      Awards
      may be granted in the form of Restricted Stock in such numbers and at such
      times
      as the Committee shall determine. The Committee shall impose such terms,
      conditions and restrictions on Restricted Stock as it may deem advisable,
      including without limitation providing for vesting upon the achievement of
      specified performance goals pursuant to a Performance Award and restrictions
      under applicable Federal or state securities laws. A Participant shall not
      be
      required to make any payment for Restricted Stock unless required by the
      Committee pursuant to Section 9.2.

    


    9.2 Purchased
      Restricted Stock.
      The
      Committee may in its sole discretion require a Participant to pay a stipulated
      purchase price for each share of Restricted Stock (“Purchased Restricted
      Stock”).

    


    9.3 Restricted
      Period.
      At the
      time an Award of Restricted Stock is granted, the Committee shall establish
      a
      Restricted Period applicable to such Restricted Stock. Each Award of Restricted
      Stock may have a different Restricted Period in the sole discretion of the
      Committee.

    


    9.4 Other
      Terms and Conditions.
      Restricted Stock shall constitute issued and outstanding shares of Common Stock
      for all corporate purposes. Restricted Stock awarded to a Participant under
      the
      Plan shall be registered in the name of the Participant or, at the option of
      Aces Wired, in the name of a nominee of Aces Wired, and shall be issued in
      book-entry form or represented by a stock certificate. Subject to the terms
      and
      conditions of the Award Agreement, a Participant to whom Restricted Stock has
      been awarded shall have the right to receive dividends thereon during the
      Restricted Period, to vote the Restricted Stock and to enjoy all other
      stockholder rights with respect thereto, except that (i) Aces Wired shall retain
      custody of any certificates evidencing the Restricted Stock during the
      Restricted Period, and (ii) the Participant may not sell, transfer, pledge,
      exchange, hypothecate or otherwise dispose of the Restricted Stock during the
      Restricted Period. A breach of the terms and conditions established by the
      Committee pursuant to the Award of the Restricted Stock may result in a
      forfeiture of the Restricted Stock. At the time of an Award of Restricted Stock,
      the Committee may, in its sole discretion, prescribe additional terms,
      conditions, restrictions and limitations applicable to the Restricted Stock,
      including without limitation rules pertaining to the termination of employment
      or service (by reason of death, permanent and total disability, retirement,
      cause or otherwise) of a Participant prior to expiration of the Restricted
      Period. 

    


    9.5 Miscellaneous.
      Nothing
      in this Article shall prohibit the exchange of shares of Restricted Stock
      pursuant to a plan of merger or reorganization for stock or other securities
      of
      Aces Wired or another corporation that is a party to the reorganization,
      provided that the stock or securities so received in exchange for shares of
      Restricted Stock shall, except as provided in Article XIII, become subject
      to
      the restrictions applicable to such Restricted Stock. Any shares of Common
      Stock
      received as a result of a stock split or stock dividend with respect to shares
      of Restricted Stock shall also become subject to the restrictions applicable
      to
      such Restricted Stock.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      X. RESTRICTED STOCK UNITS

    


    10.1 General.
      Awards
      may be granted in the form of Restricted Stock Units in such numbers and at
      such
      times as the Committee shall determine. The Committee shall impose such terms,
      conditions and restrictions on Restricted Stock Units as it may deem advisable,
      including without limitation prescribing the period over which and the
      conditions upon which a Restricted Stock Unit may become vested or be forfeited,
      and providing for vesting upon the achievement of specified performance goals
      pursuant to a Performance Award. Upon the lapse of restrictions with respect
      to
      each Restricted Stock Unit, the Participant shall be entitled to receive from
      the Company one share of Common Stock or an amount of cash equal to the Fair
      Market Value of one share of Common Stock, as provided in the Award Agreement.
      A
      Participant shall not be required to make any payment for Restricted Stock
      Units. Restricted Stock Units shall be structured to avoid negative tax
      consequences to the Participant under Section 409A of the Code.

    


    10.2 Restricted
      Period.
      At the
      time an Award of Restricted Stock Units is granted, the Committee shall
      establish a Restricted Period applicable to such Restricted Stock Units. Each
      Award of Restricted Stock Units may have a different Restricted Period in the
      sole discretion of the Committee.

    


    10.3 Cash
      Dividend Rights and Dividend Unit Rights.
      To the
      extent provided by the Committee in its sole discretion, a grant of Restricted
      Stock Units may include a tandem Cash Dividend Right or Dividend Unit Right
      grant. A grant of Cash Dividend Rights may provide that such Cash Dividend
      Rights shall be paid directly to the Participant at the time of payment of
      related dividend, be credited to a bookkeeping account subject to the same
      vesting and payment provisions as the tandem Award (with or without interest
      in
      the sole discretion of the Committee), or be subject to such other provisions
      or
      restrictions as determined by the Committee in its sole discretion. A grant
      of
      Dividend Unit Rights may provide that such Dividend Unit Rights shall be subject
      to the same vesting and payment provisions as the tandem Award or be subject
      to
      such other provisions and restrictions as determined by the Committee in its
      sole discretion.

    


    10.4 Other
      Terms and Conditions.
      At the
      time of an Award of Restricted Stock Units, the Committee may, in its sole
      discretion, prescribe additional terms, conditions, restrictions and limitations
      applicable to the Restricted Stock Units, including without limitation rules
      pertaining to the termination of employment or service (by reason of death,
      permanent and total disability, retirement, cause or otherwise) of a Participant
      prior to expiration of the Restricted Period. 

    


    ARTICLE
      XI. PERFORMANCE AWARDS

    


    11.1 General.
      Awards
      may be granted in the form of Performance Awards that may be payable in the
      form
      of cash, shares of Common Stock, or a combination of both, in such amounts
      and
      at such times as the Committee shall determine. The provisions for payment
      of
      Performance Awards shall be designed to comply with the requirements of Section
      409A of the Code to the extent such section applies to such Award. Performance
      Awards shall be conditioned upon the level of achievement of one or more stated
      performance goals over a specified performance period that shall not be shorter
      than one year. Performance Awards may be combined with other Awards to impose
      performance criteria as part of the terms of such other Awards.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    11.2 Terms
      and Conditions.
      Each
      Award Agreement embodying a Performance Award shall set forth (i) the amount,
      including a target and maximum amount if applicable, a Participant may earn
      in
      the form of cash or shares of Common Stock or a formula for determining such
      amount, (ii) the performance criteria and level of achievement versus such
      criteria that shall determine the amount payable or number of shares of Common
      Stock to be granted, issued, retained and/or vested, (iii) the performance
      period over which performance is to be measured, (iv) the timing of any payments
      to be made, (v) restrictions on the transferability of the Award, and (vi)
      such
      other terms and conditions as the Committee may determine that are not
      inconsistent with the Plan.

    


    11.3 Code
      Section 162(m) Requirements.
      From and
      after the date on which remuneration paid pursuant to the Plan becomes subject
      to the deduction limitation under Section 162(m) of the Code, the Committee
      shall determine in its sole discretion whether all or any portion of a
      Performance Award shall be intended to satisfy the requirements for
“performance-based compensation” under section 162(m) of the Code (the “162(m)
      Requirements”). The performance criteria for any Performance Award that is
      intended to satisfy the 162(m) Requirements shall be established in writing
      by
      the Committee based on one or more performance goals as set forth in Section
      11.4 not later than 90 days after commencement of the performance period with
      respect to such Award, provided that the outcome of the performance in respect
      of the goals remains substantially uncertain as of such time. The maximum amount
      that may be paid in cash pursuant to Performance Awards granted to a Participant
      with respect to a calendar year that are intended to satisfy the 162(m)
      Requirements is $1,000,000.00; provided, however, that such maximum amount
      with
      respect to a Performance Award that provides for a performance period longer
      than one calendar year shall be the foregoing limit multiplied by the number
      of
      full calendar years in the performance period. At the time of the grant of
      a
      Performance Award and to the extent permitted under Code section 162(m) and
      regulations thereunder for a Performance Award intended to satisfy the 162(m)
      Requirements, the Committee may provide for the manner in which the performance
      goals will be measured in light of specified corporate transactions,
      extraordinary events, accounting changes and other similar
      occurrences.

    


    11.4 Performance
      Goals. The
      performance measure(s) to be used for purposes of Performance Awards may be
      described in terms of objectives that are related to the individual Participant
      or objectives that are Company-wide or related to a subsidiary, division,
      department, region, function or business unit of the Company in which the
      Participant is employed or with respect to which the Participant performs
      services, and may consist of one or more or any combination of the following
      criteria: (i) earnings or earnings per share (whether on a pre-tax, after-tax,
      operational or other basis), (ii) return on equity, (iii) return on assets
      or
      net assets, (iv) return on capital or invested capital and other related
      financial measures, (v) cash flow, (vi) revenues, (vii) income or operating
      income, (viii) expenses or expense levels, (ix) one or more operating ratios,
      (x) stock price, (xi) total stockholder return, (xii) market share, (xiii)
      operating profit, (xiv) profit margin, (xv) growth in production, (xvi) capital
      expenditures, (xvii) net borrowing, debt leverage levels, credit quality or
      debt
      ratings, (xviii) the accomplishment of mergers, acquisitions, dispositions,
      public offerings or similar extraordinary business transactions, (xix) net
      asset
      value per share, (xx) economic value added, or (xxi) individual business
      objectives. The performance goals based on these performance measures may be
      made relative to the performance of other business entities.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    11.5 Certification
      and Negative Discretion.
      Prior to
      the payment of any compensation pursuant to a Performance Award that is intended
      to satisfy the 162(m) Requirements, the Committee shall certify the extent
      to
      which the performance goals and other material terms of the Award have been
      achieved or satisfied. The Committee in its sole discretion shall have the
      authority to reduce, but not to increase, the amount payable and the number
      of
      shares to be granted, issued, retained or vested pursuant to a Performance
      Award.

    


    ARTICLE
      XII. STOCK AWARDS AND OTHER INCENTIVE AWARDS

    


    12.1 Stock
      Awards. Stock
      Awards may be granted to Participants upon such terms and conditions as the
      Committee may determine. Shares of Common Stock issued pursuant to Stock Awards
      may be issued for cash consideration or for no cash consideration. The Committee
      shall determine the number of shares of Common Stock to be issued pursuant
      to a
      Stock Award.

    


    12.2 Other
      Incentive Awards.
      Other
      Incentive Awards may be granted in such amounts, upon such terms and at such
      times as the Committee shall determine. Other Incentive Awards may be granted
      based upon, payable in or otherwise related to, in whole or in part, shares
      of
      Common Stock if the Committee, in its sole discretion, determines that such
      Other Incentive Awards are consistent with the purposes of the Plan. Each grant
      of an Other Incentive Award shall be evidenced by an Award Agreement that shall
      specify the amount of the Other Incentive Award and the terms, conditions,
      restrictions and limitations applicable to such Award. Payment of Other
      Incentive Awards shall be made at such times and in such form, which may be
      cash, shares of Common Stock or other property (or a combination thereof),
      as
      established by the Committee, subject to the terms of the Plan.

    


    ARTICLE
      XIII. CHANGE OF CONTROL

    


    13.1 Accelerated
      Vesting. Except
      as
      provided otherwise in an Award Agreement at the time an Award is granted,
      notwithstanding any provision of this Plan to the contrary, if the stockholders
      of Aces Wired shall approve a transaction which upon consummation would
      constitute a Change of Control of Aces Wired, or in the event of any Change
      of
      Control of Aces Wired not subject to stockholder approval, any time periods,
      conditions or contingencies relating to the exercise or realization of, or
      lapse
      of restrictions under, any Award shall be automatically accelerated or waived
      (assuming with respect to any Performance Awards, all performance criteria
      and
      other conditions are achieved or fulfilled to the maximum extent possible)
      so
      that:

    


    (a)
       if
      no
      exercise of the Award is required, the Award may be realized in full at the
      time
      of the occurrence of the Change of Control (the “Change Effective Time”),
      or

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b)
       if
      exercise of the Award is required, the Award may be exercised in full at the
      Change Effective Time;

    


    provided,
      however, that with respect to an Award that consists of deferred compensation
      under Section 409A of the Code, in the event of a Change of Control that does
      not satisfy the requirements for a change in the ownership or effective control
      of Aces Wired or a change in the ownership of a substantial portion of the
      assets of Aces Wired within the meaning of Section 409A of the Code and Treasury
      guidance and regulations related to Section 409A of the Code, then delivery
      of
      payment with respect to such Award as provided herein shall be delayed until
      payment may be made to the Participant without negative tax consequences to
      the
      Participant under Section 409A of the Code.

    


    13.2 Assumption
      of Awards. In
      addition to accelerated vesting as provided in Section 13.1, upon a Change
      of
      Control where Aces Wired is not the surviving corporation (or survives only
      as a
      subsidiary of another corporation), unless the Committee determines otherwise,
      all outstanding Options that are not exercised before the Change of Control
      will
      be assumed by or replaced with comparable options or rights in the surviving
      corporation (or a parent of the surviving corporation) in accordance with
      Section 424(a) of the Code and the regulations thereunder, and other outstanding
      Awards will be converted into similar awards of the surviving corporation (or
      a
      parent of the surviving corporation).

    


    13.3 Cancellation
      of Awards. Notwithstanding
      the foregoing, if the stockholders of Aces Wired shall approve a transaction
      which upon consummation would constitute a Change of Control of Aces Wired,
      or
      in the event of any Change of Control of Aces Wired not subject to stockholder
      approval, then the Committee, in its discretion, may, no later than the
      effective time of such Change of Control, require each Participant holding
      an
      Award to surrender such Award in exchange for (i) with respect to each share
      of
      Common Stock subject to an Option or SAR (whether or not vested), payment by
      the
      Company (or a successor), in cash, of an amount equivalent to the excess of
      the
      value of the consideration received for each share of Common Stock by holders
      of
      Common Stock in connection with such Change of Control (the “Change of Control
      Consideration”) over the exercise price or grant price per share; (ii) with
      respect to each share of Common Stock subject to an Award of Restricted Stock
      Units or Other Incentive Awards, and related Cash Dividend Rights and Dividend
      Unit Rights (if applicable), payment by the Company (or a successor), in cash,
      of an amount equivalent to the value of any such Cash Dividend Rights and
      Dividend Unit Rights plus the value of the Change of Control Consideration
      for
      each share covered by the Award, assuming all restrictions or limitations
      (including risks of forfeiture) have lapsed; and (iii) with respect to a
      Performance Award, payment by the Company (or a successor), in cash, of an
      amount equivalent to the value of such Award, as determined by the Committee,
      taking into account, to the extent applicable, the Change of Control
      Consideration, and assuming all performance criteria and other conditions to
      payment of such Awards are achieved or fulfilled to the maximum extent possible.
      Payments made upon a Change of Control pursuant to this Section shall be made
      no
      later than the date on which the Change of Control occurs; provided, however,
      that with respect to an Award that consists of deferred compensation under
      Section 409A of the Code, in the event of a Change of Control that does not
      satisfy the requirements for a change in the ownership or effective control
      of
      Aces Wired or a change in the ownership of a substantial portion of the assets
      of Aces Wired within the meaning of Section 409A of the Code and Treasury
      guidance and regulations related to Section 409A of the Code, then delivery
      of
      payment with respect to such Award as provided herein shall be delayed until
      payment may be made to the Participant without negative tax consequences to
      the
      Participant under Section 409A of the Code.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XIV. AMENDMENT AND TERMINATION

    


    14.1 Plan
      Amendment and Termination.
      The
      Board may at any time suspend, terminate, amend or modify the Plan, in whole
      or
      in part; provided, however, that no amendment or modification of the Plan shall
      become effective without the approval of such amendment or modification by
      the
      holders of at least a majority of the shares of Common Stock if (i) such
      amendment or modification increases the maximum number of shares subject to
      the
      Plan (except as provided in Article IV) or changes the designation or class
      of
      persons eligible to receive Awards under the Plan, or (ii) counsel for Aces
      Wired determines that such approval is otherwise required by or necessary to
      comply with applicable law or the listing requirements of [the American Stock
      Exchange] or such other exchange or association on which the Common Stock is
      then listed or quoted. An amendment to the Plan shall not require stockholder
      approval if it curtails rather than expands the scope of the Plan, nor if it
      is
      made to conform the Plan to new statutory or regulatory requirements that arise
      after submission of the Plan to stockholders for their approval, such as,
      without limitation, changes to Section 409A of the Code, or regulations issued
      thereunder. Upon termination of the Plan, the terms and provisions of the Plan
      shall, notwithstanding such termination, continue to apply to Awards granted
      prior to such termination. Except as otherwise provided herein, no suspension,
      termination, amendment or modification of the Plan shall adversely affect in
      any
      material way any Award previously granted under the Plan, without the consent
      of
      the Participant (or the Permitted Transferee) holding such Award.

    


    14.2 Award
      Amendment and Cancellation.
      The
      Committee may amend the terms of any outstanding Award granted pursuant to
      the
      Plan, but except as otherwise provided herein, no such amendment shall adversely
      affect in any material way the Participant’s (or a Permitted Transferee’s)
      rights under an outstanding Award without the consent of the Participant (or
      the
      Permitted Transferee) holding such Award. 

    


    ARTICLE
      XV. MISCELLANEOUS

    


    15.1 Award
      Agreements.
      After
      the Committee grants an Award under the Plan to a Participant, Aces Wired and
      the Participant shall enter into an Award Agreement setting forth the terms,
      conditions, restrictions and limitations applicable to the Award and such other
      matters as the Committee may determine to be appropriate. The Committee may
      permit or require a Participant to defer receipt of the payment of cash or
      the
      delivery of shares of Common Stock that would otherwise be due to the
      Participant in connection with any Award; provided, however, that any permitted
      deferrals shall be structured to avoid negative tax consequences to the
      Participant under Section 409A of the Code. The terms and provisions of the
      respective Award Agreements need not be identical. All Award Agreements shall
      be
      subject to the provisions of the Plan, and in the event of any conflict between
      an Award Agreement and the Plan, the terms of the Plan shall govern.


     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    15.2 Listing;
      Suspension. 

    


    (a) As
      long
      as the Common Stock is listed on a national securities exchange or system
      sponsored by a national securities association, the issuance of any shares
      of
      Common Stock pursuant to an Award shall be conditioned upon such shares being
      listed on such exchange or system. Aces Wired shall have no obligation to issue
      such shares unless and until such shares are so listed, and the right to
      exercise any Option or other Award with respect to such shares shall be
      suspended until such listing has been effected.

    


    (b) If
      at any
      time counsel to Aces Wired or its Affiliates shall be of the opinion that any
      sale or delivery of shares of Common Stock pursuant to an Award is or may in
      the
      circumstances be unlawful or result in the imposition of excise taxes on Aces
      Wired or its Affiliates under the laws of any applicable jurisdiction, Aces
      Wired or its Affiliates shall have no obligation to make such sale or delivery,
      or to make any application or to effect or to maintain any qualification or
      registration under the Securities Act of 1933, as amended, or otherwise, with
      respect to shares of Common Stock or Awards, and the right to exercise any
      Option or other Award shall be suspended until, in the opinion of such counsel,
      such sale or delivery shall be lawful or will not result in the imposition
      of
      excise taxes on Aces Wired or its Affiliates.

    


    (c) Upon
      termination of any period of suspension under this Section, any Award affected
      by such suspension that shall not then have expired or terminated shall be
      reinstated as to all shares available before such suspension and as to shares
      that would otherwise have become available during the period of such suspension,
      but no such suspension shall extend the term of any Award unless otherwise
      determined by the Committee in its sole discretion.

    


    15.3 Additional
      Conditions.
      Notwithstanding anything in the Plan to the contrary: (i) the Committee
      may, if it shall determine it necessary or desirable in its sole discretion,
      at
      the time of grant of any Award or the issuance of any shares of Common Stock
      pursuant to any Award, require the recipient of the Award or such shares of
      Common Stock, as a condition to the receipt thereof, to deliver to Aces Wired
      a
      written representation of present intention to acquire the Award or such shares
      of Common Stock for his own account for investment and not for distribution,
      (ii) the certificate for shares of Common Stock issued to a Participant may
      include any legend that the Committee deems appropriate to reflect any
      restrictions on transfer, and (iii) all certificates for shares of Common Stock
      delivered under the Plan shall be subject to such stop transfer orders and
      other
      restrictions as the Committee may deem advisable under the rules, regulations
      and other requirements of the Securities and Exchange Commission, any stock
      exchange or association upon which the Common Stock is then listed or quoted,
      any applicable federal or state securities law, and any applicable corporate
      law, and the Committee may cause a legend or legends to be placed on any such
      certificates to make appropriate reference to such restrictions.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    15.4 Transferability. 

    


    (a) All
      Awards granted to a Participant shall be exercisable during his lifetime only
      by
      such Participant, or if applicable, a Permitted Transferee as provided in
      subsection (c) of this Section; provided, however, that in the event of a
      Participant’s legal incapacity, an Award may be exercised by his guardian or
      legal representative. When a Participant dies, the personal representative,
      beneficiary, or other person entitled to succeed to the rights of the
      Participant may acquire the rights under an Award. Any such successor must
      furnish proof satisfactory to Aces Wired of the successor’s entitlement to
      receive the rights under an Award under the Participant’s will or under the
      applicable laws of descent and distribution.

    


    (b) Except
      as
      otherwise provided in this Section, no Award shall be subject to execution,
      attachment or similar process, and no Award may be sold, transferred, pledged,
      exchanged, hypothecated or otherwise disposed of, other than by will or pursuant
      to the applicable laws of descent and distribution. Any attempted sale,
      transfer, pledge, exchange, hypothecation or other disposition of an Award
      not
      specifically permitted by the Plan or the Award Agreement shall be null and
      void
      and without effect.

     

    (c) If
      provided in the Award Agreement, Nonqualified Stock Options may be transferred
      by a Participant to a Permitted Transferee. For purposes of the Plan, “Permitted
      Transferee” means (i) a
      member
      of a Participant’s immediate family, (ii) any person sharing the Participant’s
      household (other than a tenant or employee of the Participant), (iii) trusts
      in
      which a person listed in (i) or (ii) above has more than 50% of the beneficial
      interest, (iv) a foundation in which the Participant or a person listed in
      (i)
      or (ii) above controls the management of assets, (v) any other entity in which
      the Participant or a person listed in (i) or (ii) above owns more than 50%
      of
      the voting interests, provided that in the case of the preceding clauses (i)
      through (v), no consideration is provided for the transfer, and (vi) any
      transferee permitted under applicable securities and tax laws as determined
      by
      counsel to Aces Wired. In determining whether a person is a “Permitted
      Transferee,” immediate family members shall include a Participant’s child,
      stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
      sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
      daughter-in-law, brother-in-law, or sister-in-law, including adoptive
      relationships.

    


    (d) Incident
      to a Participant’s divorce, the Participant may request that Aces Wired agree to
      observe the terms of a domestic relations order which may or may not be part
      of
      a qualified domestic relations order (as defined in Code section 414(p)) with
      respect to all or a part of one or more Awards made to the Participant under
      the
      Plan to the Participant’s alternate payee. Aces Wired’s decision regarding such
      a request shall be made by the Committee, in its sole and absolute discretion,
      based upon the best interests of Aces Wired. The Committee’s decision need not
      be uniform among Participants. As a condition of participation, a Participant
      agrees to hold Aces Wired harmless from any claim that may arise out of Aces
      Wired’s observance of the terms of any such domestic relations
      order.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    15.5 Withholding
      Taxes.
      The
      Company shall be entitled to deduct from any payment made under the Plan,
      regardless of the form of such payment, the amount of all applicable income
      and
      employment taxes required by law to be withheld with respect to such payment,
      may require the Participant to pay to the Company such withholding taxes prior
      to and as a condition of the making of any payment or the issuance or delivery
      of any shares of Common Stock under the Plan, and shall be entitled to deduct
      from any other compensation payable to the Participant any withholding
      obligations with respect to Awards. In accordance with any applicable
      administrative guidelines it establishes, the Committee may allow a Participant
      to pay the amount of taxes required by law to be withheld from or with respect
      to an Award by (i) withholding shares of Common Stock from any payment of
      Common Stock due as a result of such Award, or (ii) permitting the
      Participant to deliver to the Company previously acquired shares of Common
      Stock, in each case having an aggregate Fair Market Value equal to the amount
      of
      such required withholding taxes. No payment shall be made and no shares of
      Common Stock shall be issued pursuant to any Award unless and until the
      applicable tax withholding obligations have been satisfied.

    


    15.6 No
      Fractional Shares.
      No
      fractional shares of Common Stock shall be issued or delivered pursuant to
      the
      Plan or any Award granted hereunder, provided that the Committee in its sole
      discretion may round fractional shares down to the nearest whole share or settle
      fractional shares in cash.

    


    15.7 Notices.
      All
      notices required or permitted to be given or made under the Plan or pursuant
      to
      any Award Agreement (unless provided otherwise in such Award Agreement) shall
      be
      in writing and shall be deemed to have been duly given or made if
      (i) delivered personally, (ii) transmitted by first class registered
      or certified United States mail, postage prepaid, return receipt requested,
      (iii) sent by prepaid overnight courier service, or (iv) sent by
      telecopy or facsimile transmission, with confirmation receipt, to the person
      who
      is to receive it at the address that such person has theretofore specified
      by
      written notice delivered in accordance herewith. Such notices shall be effective
      (i) if delivered personally or sent by courier service, upon actual receipt
      by the intended recipient, (ii) if mailed, upon the earlier of five days
      after deposit in the mail or the date of delivery as shown by the return receipt
      therefor, or (iii) if sent by telecopy or facsimile transmission, when the
      answer back is received. Aces Wired or a Participant may change, at any time
      and
      from time to time, by written notice to the other, the address that it or such
      Participant had theretofore specified for receiving notices. Until such address
      is changed in accordance herewith, notices hereunder or under an Award Agreement
      shall be delivered or sent (i) to a Participant at his address as set forth
      in the records of the Company or (ii) to Aces Wired at the principal
      executive offices of Aces Wired clearly marked “Attention: Corporate
      Secretary.”

    


    15.8 Compliance
      with Law and Stock Exchange or Association Requirements.
      In
      addition, it is the intent of the Aces Wired that Options designated as
      Incentive Stock Options comply with the applicable provisions of Section 422
      of
      the Code, and that Awards intended to constitute “qualified performance-based
      awards” comply with the applicable provisions of Section 162(m) of the Code, and
      that any deferral of the receipt of the payment of cash or the delivery of
      shares of Common Stock that the Committee may permit or require, and any Award
      granted that is subject to Section 409A of the Code, comply with the
      requirements of Section 409A of the Code. To the extent that any legal
      requirement of Section 16 of the Exchange Act or Sections 422, 162(m) or 409A
      of
      the Code as set forth in the Plan ceases to be required under Section 16 of
      the
      Exchange Act or Sections 422, 162(m) or 409A of the Code, that Plan provision
      shall cease to apply. Any provision of this Plan to the contrary
      notwithstanding, the Committee may revoke any Award if it is contrary to law,
      governmental regulation, or stock exchange or association requirements or modify
      an Award to bring it into compliance with any government regulation or stock
      exchange or association requirements. The Committee may agree to limit its
      authority under this Section.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    15.9 Binding
      Effect.
      The
      obligations of Aces Wired under the Plan shall be binding upon any successor
      corporation or organization resulting from the merger, consolidation or other
      reorganization of Aces Wired, or upon any successor corporation or organization
      succeeding to all or substantially all of the assets and business of Aces Wired.
      The terms and conditions of the Plan shall be binding upon each Participant
      and
      his Permitted Transferees, heirs, legatees, distributees and legal
      representatives.

    


    15.10 Severability.
      If any
      provision of the Plan or any Award Agreement is held to be illegal or invalid
      for any reason, the illegality or invalidity shall not affect the remaining
      provisions of the Plan or such agreement, as the case may be, but such provision
      shall be fully severable and the Plan or such agreement, as the case may be,
      shall be construed and enforced as if the illegal or invalid provision had
      never
      been included herein or therein.

    


    15.11 No
      Restriction of Corporate Action.
      Nothing
      contained in the Plan shall be construed to prevent Aces Wired or any Affiliate
      from taking any corporate action (including any corporate action to suspend,
      terminate, amend or modify the Plan) that is deemed by Aces Wired or such
      Affiliate to be appropriate or in its best interest, whether or not such action
      would have an adverse effect on the Plan or any Awards made or to be made under
      the Plan. No Participant or other person shall have any claim against Aces
      Wired
      or any Affiliate as a result of such action.

    


    15.12 Governing
      Law.
      The Plan
      shall be governed by and construed in accordance with the internal laws (and
      not
      the principles relating to conflicts of laws) of the State of Texas except
      as
      superseded by applicable federal law.

    


    15.13 No
      Right, Title or Interest in Company Assets.
      No
      Participant shall have any rights as a stockholder of Aces Wired as a result
      of
      participation in the Plan until the date of issuance of Common Stock in his
      name
      and, in the case of Restricted Stock, unless and until such rights are granted
      to the Participant pursuant to the Plan. To the extent any person acquires
      a
      right to receive payments from the Company under the Plan, such rights shall
      be
      no greater than the rights of an unsecured general creditor of the Company,
      and
      such person shall not have any rights in or against any specific assets of
      the
      Company. All Awards shall be unfunded.

    


    15.14 Risk
      of Participation.
      Nothing
      contained in the Plan shall be construed either as a guarantee by Aces Wired
      or
      the Affiliates, or their respective stockholders, directors, officers or
      employees, of the value of any assets of the Plan or as an agreement by Aces
      Wired or the Affiliates, or their respective stockholders, directors, officers
      or employees, to indemnify anyone for any losses, damages, costs or expenses
      resulting from participation in the Plan.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    15.15 No
      Guarantee of Tax Consequences.
      No
      person connected with the Plan in any capacity, including without limitation
      Aces Wired and the Affiliates and their respective directors, officers, agents
      and employees, makes any representation, commitment or guarantee that any tax
      treatment, including without limitation federal, state and local income, estate
      and gift tax treatment, will be applicable with respect to any Awards or
      payments thereunder made to or for the benefit of a Participant under the Plan
      or that such tax treatment will apply to or be available to a Participant on
      account of participation in the Plan.

    


    15.16 Continued
      Employment or Service.
      Nothing
      contained in the Plan or in any Award Agreement shall confer upon any
      Participant the right to continue in the employ or service of the Company,
      or
      interfere in any way with the rights of the Company to terminate a Participant’s
      employment or service at any time, with or without cause. The loss of existing
      or potential profit in Awards will not constitute an element of damages in
      the
      event of termination of employment or service for any reason, even if the
      termination is in violation of an obligation of Aces Wired or an Affiliate
      to
      the Participant.

    


    15.17 Miscellaneous.
      Headings
      are given to the articles and sections of the Plan solely as a convenience
      to
      facilitate reference. Such headings shall not be deemed in any way material
      or
      relevant to the construction of the Plan or any provisions hereof. The use
      of
      the masculine gender shall also include within its meaning the feminine.
      Wherever the context of the Plan dictates, the use of the singular shall also
      include within its meaning the plural, and vice versa.

    


    IN
      WITNESS WHEREOF, this Plan has been executed as of the Effective
      Date.

     

    
      	 	 	 
	 	ACES
              WIRED,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:                                                                           

              Title:                                                                             

            
	 	 


    

     

    
      
        
        

      

      
        23