Exhibit 4.1

                           MOTORSPORTS EMPORIUM, INC.

                2007 EMPLOYEE AND CONSULTANT STOCK INCENTIVE PLAN

                            AS ADOPTED MARCH 13, 2007

1. PURPOSE.

     The purpose of this Plan is to provide  incentives  to attract,  retain and
motivate   eligible   persons  and  consultants   whose  present  and  potential
contributions  are  important  to the  success  of the  Company,  its Parent and
Subsidiaries,  by offering them an  opportunity  to participate in the Company's
future  performance  through  awards  of  Options,  Restricted  Stock  and Stock
Bonuses. Capitalized terms not defined in the text are defined in Section 2.

2. 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 Bonus.

     "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.

     "COMPANY" means Motorsports  Emporium,  Inc., a Nevada corporation,  or any
successor corporation.

     "DEBT  OBLIGATION"  means any  obligation  of the Company to a  Participant
(including an Insider) for services rendered to the Company.

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

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

     "EXCHANGE PRICE" means the price at which Shares are exchanged with holders
of Debt Obligations.
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     "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
          by Bloomberg, L.P.;

     (d)  in the case of an Award  made on the  Effective  Date,  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; or

     (e)  if none of the foregoing is applicable, by the Board 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
6.

     "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 Board, in its sole
and absolute discretion,  from among the following measures to determine whether
the performance goals applicable to Awards have been satisfied:

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     (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;

     (h)  Operating cash flow return on income;

     (i)  Adjusted operating cash flow return on income;

     (j)  Economic value added; and

     (k)  Individual confidential business objectives.

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

     "PLAN" means this Motorsports  Emporium,  Inc. 2007 Employee and Consultant
Stock Incentive Plan, as amended from time to time.

     "RESTRICTED STOCK AWARD" means an award of Shares pursuant to Section 7.

     "SEC" means the 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 3 and 19, and any  successor
security.

     "STOCK BONUS" means an award of Shares, or cash in lieu of Shares, pursuant
to Section 8.

     "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.

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     "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 Board 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 Board 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").

     "UNVESTED   SHARES"  means  "Unvested  Shares"  as  defined  in  the  Award
Agreement.

     "VESTED SHARES" means "Vested Shares" as defined in the Award Agreement.

3. SHARES SUBJECT TO THE PLAN.

     3.1 NUMBER OF SHARES  AVAILABLE.  Subject to Sections 3.2 and 19, the total
aggregate  number of  Shares  reserved  and  available  for  grant and  issuance
pursuant  to this Plan will be  1,000,000  plus  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.

     3.2  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

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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 Board.

     3.3 LIMITATION ON TOTAL NUMBER OF SHARES  ISSUABLE UNDER THE PLAN. In order
to comply with the California Code of Regulations,  the Company will insure that
at no time shall the total  number of Shares  issuable  under this Plan and upon
the exercise of all outstanding  options and the total number of shares provided
for under  this Plan and any other  Company  plan or  agreement  of the  Company
exceed the applicable percentage as calculated in accordance with the conditions
and exclusions of regulation 260.140.45 of Rules of the California  Corporations
Commissioner.

4. ELIGIBILITY.

      ISOs (as  defined in Section 6 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.

5. ADMINISTRATION.

     5.1 BOARD AUTHORITY.  This Plan will be administered by the Board.  Subject
to the general purposes,  terms and conditions of this Plan, the Board will have
full power to implement and carry out this Plan. Without  limitation,  the Board
will have the authority to:

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

     (b)  prescribe,  amend and rescind rules and  regulations  relating to this
          Plan or any Award;

     (c)  select persons to receive Awards;

     (d)  determine the form and terms of Awards;

     (e)  determine  the  number  of Shares or other  consideration  subject  to
          Awards;

     (f)  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;

     (g)  grant waivers of Plan or Award conditions;

     (h)  determine the vesting, ability to exercise and payment of Awards;

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     (i)  correct any defect, supply any omission or reconcile any inconsistency
          in this Plan, any Award or any Award Agreement;

     (j)  determine whether an Award has been earned;

          and

     (k)  make  all  other   determinations   necessary  or  advisable  for  the
          administration of this Plan.

     5.2 BOARD DISCRETION.  Any determination  made by the Board 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 Board 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.

6. OPTIONS.

      The Board 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:

     6.1 FORM OF OPTION  GRANT.  Each  Option  granted  under  this Plan will be
evidenced by an Award  Agreement that 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 Board may from time to time  approve,  and which will
comply with and be subject to the terms and conditions of this Plan.

     6.2 DATE OF GRANT. The date of grant of an Option will be the date on which
the  Board  makes the  determination  to grant  such  Option,  unless  otherwise
specified by the Board.  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.

     6.3 EXERCISE  PERIOD.  Options may be exercisable  within the times or upon
the events  determined  by the Board 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 Board also may provide for Options
to  become  exercisable  at one  time or  from  time to  time,  periodically  or

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otherwise,  in such  number  of  Shares  or  percentage  of  Shares as the Board
determines. All Options granted hereunder shall grant the Participants the right
to exercise  their  Options at the rate of at least 20% per year for five years,
subject to the continued employment of the Participant by the Company.

     6.4 EXERCISE  PRICE.  The Exercise Price of an Option will be determined by
the Board 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 any ISO 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 9 of this Plan.

     6.5 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  Board,  (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  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.

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

     (a) 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 shorter
or longer time period not  exceeding  five (5) years as may be determined by the
Board,  with any exercise  beyond three (3) months  after the  Termination  Date
deemed to be an NQSO),  but in any event,  no later than the expiration  date of
the Options.

     (b) If the  Participant's  service is Terminated  because of  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
Participant's  Options may be  exercised  only to the extent  that such  Options
would have been  exercisable by Participant on the Termination  Date and must be
exercised by Participant (or  Participant's  legal  representative or authorized
assignee) no later than twelve (12) months after the  Termination  Date (or such
shorter or longer time period not exceeding  five (5) years as may be determined
by the Board,  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), but in any event no later than the expiration date of the
Options.

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     (c)  Notwithstanding  the  provisions  in  paragraph  6.6(a)  above,  if  a
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 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  LIMITATIONS  ON EXERCISE.  The Board 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 Participant from exercising the Option
for the full number of Shares for which it is then exercisable.

     6.8  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.

     6.9  MODIFICATION,  EXTENSION OR RENEWAL.  The Board may modify,  extend or
renew outstanding Options and authorize the grant of new Options in substitution
therefor,  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 Board 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 6.4 of this Plan for Options  granted on the
date the action is taken to reduce the Exercise Price.

     6.10 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.

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7. 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 Board 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:

     7.1 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 Board 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 Board.

     7.2  PURCHASE  PRICE.  The  Purchase  Price of Shares  sold  pursuant  to a
Restricted  Stock  Award  will  be  determined  by the  Board  on the  date  the
Restricted Stock Award is granted, 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 9
of this Plan.

     7.3 TERMS OF  RESTRICTED  STOCK  AWARDS.  Restricted  Stock Awards shall be
subject to such restrictions as the Board 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 Board 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 Board  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.

     7.4 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

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Restricted  Stock Award only to the extent earned as of the date of  Termination
in accordance  with the Restricted  Stock Purchase  Agreement,  unless the Board
determines otherwise.

        7.5 "RESTRICTED  STOCK MEANS."  "Restricted  Stock" as used in this Plan
means  Shares that are subject to  restrictions  imposed by this Plan and not by
restrictions  required by the Securities Act and, therefore,  "Restricted Stock"
is not intended to be the same as "Restricted  Securities"  under the Securities
Act.

8. STOCK BONUSES.

     8.1 AWARDS OF STOCK BONUSES. A Stock Bonus is an award of Shares (which may
consist of Restricted Stock) for extraordinary  services rendered to the Company
or any  Parent or  Subsidiary  of the  Company.  A Stock  Bonus  will be awarded
pursuant to an Award  Agreement  (the "STOCK BONUS  AGREEMENT")  that will be in
such form  (which need not be the same for each  Participant)  as the Board will
from time to time approve,  and will comply with and be subject to the terms and
conditions of this Plan. A Stock Bonus may be awarded upon  satisfaction of such
performance  goals as are set out in  advance  in the  Participant's  individual
Award Agreement (the  "PERFORMANCE  STOCK BONUS AGREEMENT") that will be in such
form  (which need not be the same for each  Participant)  as the Board will from
time to time  approve,  and will  comply  with and be  subject  to the terms and
conditions of this Plan.  Stock Bonuses 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 Board may determine.

     8.2 TERMS OF STOCK  BONUSES.  The Board will determine the number of Shares
to be awarded to the  Participant.  If the Stock Bonus is being  earned upon the
satisfaction  of  performance  goals  pursuant  to  a  Performance  Stock  Bonus
Agreement,  then the Board will:  (a) determine the nature,  length and starting
date of any Performance  Period for each Stock Bonus;  (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 Bonus,  the Board shall  determine  the extent to which
such Stock  Bonuses  have been  earned.  Performance  Periods  may  overlap  and
Participants may participate  simultaneously  with respect to Stock Bonuses 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 Board. The Board
may adjust the  performance  goals  applicable to the Stock Bonuses to take into
account changes in law and accounting or tax rules and to make such  adjustments
as  the  Board  deems   necessary  or  appropriate  to  reflect  the  impact  of
extraordinary  or unusual items,  events or  circumstances to avoid windfalls or
hardships.

     8.3 FORM OF PAYMENT. The earned portion of a Stock Bonus 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 Board 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 Board will determine.

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9. PAYMENT FOR SHARE PURCHASES.

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

     (a) by cancellation of indebtedness of the Company to the Participant;

     (b) by surrender of shares that either:  (1) have been owned by Participant
for more than one year and have been paid for within the  meaning of Rule 144 of
the  Securities Act of 1933 (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 Participant in the public market;

     (c) by  waiver  of  compensation  due or  accrued  to the  Participant  for
services rendered;

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

          (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

          (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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<PAGE>
     (e) by any combination of the foregoing.

10. WITHHOLDING TAXES.

     10.1   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.

     10.2 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 Board 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
Board and be in writing in a form acceptable to the Board.

11. PRIVILEGES OF STOCK OWNERSHIP.

     11.1 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; provided,  further, that the Participant will have no right to
retain such stock dividends or stock  distributions  with respect to Shares that
are repurchased at the  Participant's  Purchase Price or Exercise Price pursuant
to Section 12.

     11.2 FINANCIAL  STATEMENTS.  Pursuant to regulation 260.140.46 of the Rules
of the California Corporations Commissioner,  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.

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<PAGE>
12. TRANSFERABILITY.

     Awards  granted  under this Plan,  and any  interest  therein,  will not be
transferable  or  assignable  by  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.  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 Board and set forth in the Award  Agreement
with respect to Awards that are not ISOs.

13. RESTRICTIONS ON SHARES.

     At the  discretion  of the Board,  the Company may reserve to itself and/or
its assignee(s) in the Award Agreement a right to repurchase a portion of or all
Unvested Shares held by a Participant  following such Participant's  Termination
at any time  within  ninety  (90)  days  after  the  later of (a)  Participant's
Termination Date, or (b) the date Participant  purchases Shares under this Plan.
Such repurchase by the Company shall be for cash and/or cancellation of purchase
money indebtedness,  and the price per share shall be the Participant's Exercise
Price or the Purchase Price, as applicable; provided that the Company's right to
repurchase  at the  original  Purchase  Price  shall lapse at the rate of 20% of
Unvested  Shares per year over five years from the date the Options were granted
(without respect to the date the Options were exercised or became exercisable).

14. CERTIFICATES.

     All certificates  for Shares or other securities  delivered under this Plan
will be subject to such stock transfer orders, legends and other restrictions as
the Board 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 Board may
require  the  Participant  to  deposit  all  certificates  representing  Shares,
together  with stock  powers or other  instruments  of transfer  approved by the
Board  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  Board  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  Participant's  obligation to the Company under the promissory  note;
provided,  however,  that the Board 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,  Participant  will be required to

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<PAGE>
execute and deliver a written  pledge  agreement  in such form as the Board 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 AND BUYOUT OF AWARDS.

     The Board 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.  The Board
may at any time buy from a Participant an Award previously  granted with payment
in cash, Shares (including  Restricted Stock) or other  consideration,  based on
such terms and conditions as the Board and the Participant may agree.

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.

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

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<PAGE>
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  Board  will  determine.  Notwithstanding  anything  in this  Plan to the
contrary,  the Board 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 Board 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 Board 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 Board.

     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.

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<PAGE>
20. ADOPTION AND STOCKHOLDER APPROVAL.

     This Plan will become  effective  on the date on which it is adopted by the
Board (the "EFFECTIVE DATE"). 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.  Upon the  Effective  Date,  the Board may grant  Awards
pursuant to this Plan.  In the event that  stockholder  approval of this Plan is
not  obtained  within  the time  period  provided  herein,  all  Awards  granted
hereunder shall be cancelled,  any Shares issued pursuant to any Awards shall be
cancelled and any purchase of Shares issued hereunder shall be rescinded.

21. TERM OF PLAN/GOVERNING LAW.

     Unless earlier terminated as provided herein,  this Plan will terminate ten
(10) years from the date this Plan is adopted by the Board or, if  earlier,  the
date of stockholder  approval.  This Plan and all agreements thereunder shall be
governed by and construed in accordance with the laws of the State of Florida.

22. 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.

23. 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.

24. ACTION BY BOARD.

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

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