Exhibit 10.30
                                                                 2003 Stock Plan
                               WINWIN GAMING, INC.

                                 2003 STOCK PLAN

1.    Purpose.

      The purpose of this plan (the "Plan") is to secure for WinWin Gaming, Inc.
(the "Corporation") and its stockholders the benefits arising from capital stock
ownership by employees,  officers and directors of, and  consultants or advisors
to,  the  Corporation  and  its  subsidiary  corporations  who are  expected  to
contribute  to the  Corporation's  future  growth and success.  The Plan permits
grants of options to purchase shares of Common Stock, $0.01 par value per share,
of the  Corporation  ("Common  Stock") and awards of shares of Common Stock that
are restricted as provided in Section 12 ("Restricted Shares"). Those provisions
of the Plan which make express  reference to Section 422 of the Internal Revenue
Code of 1986, as amended or replaced from time to time (the "Code"), shall apply
only to Incentive Stock Options (as that term is defined in the Plan).


2.    Type of Options and Administration.

      (a)  Types of  Options.  Options  granted  pursuant  to the Plan  shall be
authorized  by  action  of the  Board  of  Directors  of the  Corporation  (or a
Committee  designated  by the Board of  Directors)  and may be either  incentive
stock options  ("Incentive  Stock Options")  meeting the requirements of Section
422 of the Code or  non-statutory  options  which are not  intended  to meet the
requirements of Section 422 of the Code.

      (b)  Administration.  The  Plan  will  be  administered  by the  Board  of
Directors of the Corporation, whose construction and interpretation of the terms
and provisions of the Plan shall be final and conclusive. The Board of Directors
may in its sole  discretion  grant  Restricted  Shares and  options to  purchase
shares of Common  Stock  and issue  shares  upon  exercise  of such  options  as
provided  in the Plan.  The Board shall have  authority,  subject to the express
provisions of the Plan, to construe the respective  option and Restricted  Share
agreements and the Plan, to prescribe,  amend and rescind rules and  regulations
relating to the Plan,  to determine the terms and  provisions of the  respective
option and Restricted Share agreements, which need not be identical, and to make
all other  determinations in the judgment of the Board of Directors necessary or
desirable for the administration of the Plan. The Board of Directors may correct
any defect or supply any omission or reconcile any  inconsistency in the Plan or
in any option or Restricted  Share  agreement in the manner and to the extent it
shall deem  expedient to carry the Plan into effect and it shall be the sole and
final  judge of such  expediency.  No  director  or person  acting  pursuant  to
authority  delegated by the Board of Directors shall be liable for any action or
determination  under the Plan made in good faith. The Board of Directors may, to
the full extent  permitted by or consistent  with applicable laws or regulations
(including, without limitation,  applicable state law and Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
rule  ("Rule  16b-3")),  delegate  any or all of its powers  under the Plan to a
committee  (the  "Committee")  appointed by the Board of  Directors,  and if the
Committee is so appointed  all  references to the Board of Directors in the Plan
shall mean and relate to such Committee with respect to the powers so delegated.
Any director to whom an option or stock grant is awarded  shall be ineligible to
vote upon his or her option or stock  grant,  but such option or stock grant may
be awarded any such director by a vote of the remainder of the directors, except
as limited below.

      (c)  Applicability of Rule 16b-3.  Those provisions of the Plan which make
express reference to Rule 16b-3 shall apply to the Corporation only at such time
as the Corporation's Common Stock is registered under the Exchange Act, and then
only to such persons as are required to file reports  under Section 16(a) of the
Exchange Act (a "Reporting Person").

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      (d)  Compliance  with Section  162(m) of the Code.  Section  162(m) of the
Code, added by the Omnibus Budget  Reconciliation Act of 1993,  generally limits
the tax  deductibility  to publicly held companies of  compensation in excess of
$1,000,000 paid to certain "covered employees" ("Covered Employees").  It is the
Corporation's  intention to preserve the  deductibility of such  compensation to
the extent it is reasonably  practicable and to the extent it is consistent with
the Corporation's  compensation  objectives.  For purposes of this Plan, Covered
Employees  of the  Corporation  shall  be  those  employees  of the  Corporation
described in Section 162(m)(3) of the Code.

      (e) Special  Provisions  Applicable to  Non-Statutory  Options  Granted to
Covered Employees.  In order for the full value of non-statutory options granted
to Covered  Employees to be deductible by the Corporation for federal income tax
purposes,  the  Corporation  may  intend  for such  non-statutory  options to be
treated as "qualified  performance  based  compensation"  as described in Treas.
Reg. ss.1.162-27(e) (or any successor regulation).  In such case,  non-statutory
options  granted  to  Covered  Employees  shall  be  subject  to  the  following
additional requirements:

            (i) such options and rights shall be granted only by the  Committee;
and

            (ii) the exercise  price of such  options  shall in no event be less
than the Fair Market Value (as defined below) of the Common Stock as of the date
of grant of such options.


3.    Eligibility.

      (a) (a) General.  Options and Restricted  Shares may be granted to persons
who are, at the time of grant,  in a Business  Relationship  (as defined  below)
with the Corporation; provided, that Incentive Stock Options may only be granted
to  individuals  who are  employees  of the  Corporation  (within the meaning of
Section  3401(c)  of the  Code).  A person  who has been  granted  an  option or
Restricted Shares may, if he or she is otherwise eligible, be granted additional
options or Restricted  Shares if the Board of Directors shall so determine.  For
purposes of the Plan, "Business Relationship" means that a person is serving the
Corporation,  its  parent  or any  of its  subsidiaries  in the  capacity  of an
employee, officer, director, advisor or consultant.

      (b) Grant of Options to Reporting Persons. From and after the registration
of the Common Stock of the Corporation  under the Exchange Act, the selection of
a director or an officer who is a Reporting  Person (as the terms "director" and
"officer" are defined for purposes of Rule 16b-3) as a recipient of an option or
Restricted  Shares,  the timing of the option or  Restricted  Share  grant,  the
exercise  price of the  option  and the  number of  Restricted  Shares or shares
subject to the option shall be determined  either (i) by the Board of Directors,
or (ii) by a committee consisting of two or more "Non-Employee Directors" having
full  authority  to act in the matter.  For the purposes of the Plan, a director
shall be deemed to be a "Non-Employee Director" only if such person qualifies as
a  "Non-Employee  Director"  within the meaning of Rule  16b-3,  as such term is
interpreted from time to time.


4.    Stock Subject to Plan.

      The  stock  subject  to  options  granted  under  the  Plan or  grants  of
Restricted  Shares  shall be shares of  authorized  but  unissued or  reacquired
Common Stock. Subject to adjustment as provided in Section 16 below, the maximum
number of shares of Common Stock of the Corporation which may be issued and sold
under the Plan is 5,000,000 shares. If any Restricted Shares shall be reacquired
by the Corporation,  forfeited or an option granted under the Plan shall expire,
terminate or is canceled for any reason  without  having been exercised in full,
the forfeited  Restricted  Shares or  unpurchased  shares subject to such option
shall again be available for subsequent  option or Restricted Share grants under
the Plan. No participant shall be granted options for more than 2,000,000 shares


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of Common Stock, or awarded more than 2,000,000 Restricted Shares under the Plan
in any one fiscal year of the Corporation, subject to adjustments as provided in
Section 16 of this Plan.


5.    Forms of Option and Restricted Share Agreements.

      As a condition  to the grant of  Restricted  Shares or an option under the
Plan,  each recipient of Restricted  Shares or an option shall execute an option
or Restricted Share agreement in such form not inconsistent with the Plan as may
be  approved  by the  Board  of  Directors.  Such  option  or  Restricted  Share
agreements may differ among recipients.


6.    Purchase Price.

      (a) General.  The purchase price per share of stock  deliverable  upon the
exercise of an option shall be  determined by the Board of Directors at the time
of grant of such  option;  provided,  however,  that in the case of an Incentive
Stock Option,  the exercise price shall not be less than 100% of the Fair Market
Value  (as  hereinafter  defined)  of such  stock,  at the time of grant of such
option,  or less  than  110% of such Fair  Market  Value in the case of  options
described in Section 11(b) and further  provided in the case of a  non-statutory
option be at no less than 50% of Fair Market  Value.  "Fair  Market  Value" of a
share of Common Stock of the Corporation as of a specified date for the purposes
of the Plan shall mean the closing  price of a share of the Common  Stock on the
principal  securities  exchange  on which  such  shares  are  traded  on the day
immediately  preceding  the  date  as  of  which  Fair  Market  Value  is  being
determined,  or on the next preceding date on which such shares are traded if no
shares were traded on such  immediately  preceding day, or if the shares are not
traded on a  securities  exchange,  Fair Market  Value shall be deemed to be the
average   of  the  high  bid  and  low  asked   prices  of  the  shares  in  the
over-the-counter  market on the day  immediately  preceding the date as of which
Fair Market Value is being  determined  or on the next  preceding  date on which
such high bid and low asked prices were recorded. If the shares are not publicly
traded,  Fair Market Value of a share of Common Stock  (including in the case of
any repurchase of shares,  any distributions with respect thereto which would be
repurchased  with the shares)  shall be determined in good faith by the Board of
Directors.  In no case shall Fair  Market  Value be  determined  with  regard to
restrictions  other than  restrictions  which, by their terms, will never lapse.
The Board of  Directors  may also permit  optionees,  either on a  selective  or
aggregate  basis,  to  simultaneously  exercise  options  and sell the shares of
Common Stock thereby acquired,  pursuant to a brokerage or similar  arrangement,
approved in advance by the Board of Directors, and to use the proceeds from such
sale as payment of the purchase price of such shares.

      (b) Payment of Purchase Price.  Options granted under the Plan may provide
for the  payment of the  exercise  price by  delivery  of cash or a check to the
order  of the  Corporation  in an  amount  equal to the  exercise  price of such
options,  or, to the extent provided in the applicable option agreement,  (i) by
delivery to the Corporation of shares of Common Stock of the Corporation  having
a Fair  Market  Value on the date of  exercise  equal in amount to the  exercise
price of the  options  being  exercised,  (ii) by any  other  means  (including,
without limitation,  by delivery of a promissory note of the optionee payable on
such  terms as are  specified  by the  Board of  Directors)  which  the Board of
Directors  determines  are  consistent  with  the  purpose  of the Plan and with
applicable laws and regulations (including,  without limitation,  the provisions
of Rule 16b-3 and  Regulation T  promulgated  by the Federal  Reserve  Board) or
(iii) by any combination of such methods of payment.


7.    Option Period.

      Subject to earlier  termination  as provided in the Plan,  each option and
all rights  thereunder  shall expire on such date as  determined by the Board of
Directors and set forth in the applicable option agreement,  provided, that such
date shall not be later  than (10) ten years  after the date on which the option
is granted.


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8.    Exercise of Options.

      Each option granted under the Plan shall be exercisable  either in full or
in  installments  at such time or times and during  such  period as shall be set
forth in the option agreement evidencing such option,  subject to the provisions
of the Plan.  No option  granted  to a  Reporting  Person  for  purposes  of the
Exchange Act,  however,  shall be exercisable  during the first six months after
the date of grant.  Subject to the  requirements  in the  immediately  preceding
sentence, if an option is not at the time of grant immediately exercisable,  the
Board of Directors may (i) in the agreement evidencing such option,  provide for
the  acceleration  of the exercise date or dates of the subject  option upon the
occurrence  of specified  events,  and/or (ii) at any time prior to the complete
termination of an option,  accelerate the exercise date or dates of such option,
unless it would violate section 422D(i) of the Code.

9.    Nontransferability of Options.

      No  option  granted  under  this Plan  shall be  assignable  or  otherwise
transferable  by the  optionee  except  by will or by the  laws of  descent  and
distribution or pursuant to a qualified  domestic  relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder.  An option may be exercised during the lifetime of the optionee only
by the  optionee.  In the event an optionee  dies during his  employment  by the
Corporation  or  any of its  subsidiaries,  or  during  the  three-month  period
following  the  date  of  termination  of  such  employment,  his  option  shall
thereafter  be  exercisable,  during the period  specified to the full extent to
which  such  option was  exercisable  by the  optionee  at the time of his death
during the  periods  set forth in Section 10 or 11(d).  If any  optionee  should
attempt to dispose of or encumber his or her options,  other than in  accordance
with the applicable terms of this Plan or the applicable option  agreement,  his
or her interest in such options shall terminate.


10.   Effect of Termination of Employment or Other Relationship.

      Except as  provided  in Section  11(d) with  respect  to  Incentive  Stock
Options,  and subject to the provisions of the Plan, an optionee may exercise an
option  (but only to the  extent  such  option  was  exercisable  at the time of
termination  of  the  optionee's  employment  or  other  relationship  with  the
Corporation)  at any time within three (3) months  following the  termination of
the optionee's  employment or other  relationship with the Corporation or within
one (1)  year if such  termination  was due to the  death or  disability  of the
optionee,  but,  except in the case of the optionee's  death,  in no event later
than the  expiration  date of the Option.  If the  termination of the optionee's
employment is for cause or is otherwise attributable to a breach by the optionee
of an employment or  confidentiality  or  non-disclosure  agreement,  the option
shall expire  immediately  upon such  termination.  The Board of Directors shall
have the power to determine what constitutes a termination for cause or a breach
of an employment or  confidentiality  or  non-disclosure  agreement,  whether an
optionee has been  terminated  for cause or has breached such an agreement,  and
the date upon  which  such  termination  for cause or  breach  occurs.  Any such
determinations shall be final and conclusive and binding upon the optionee.


11.   Incentive Stock Options.

      Options  granted  under the Plan which are intended to be Incentive  Stock
Options shall be subject to the following additional terms and conditions:

      (a) Express  Designation.  All Incentive  Stock Options  granted under the
Plan shall,  at the time of grant,  be  specifically  designated  as such in the
option agreement covering such Incentive Stock Options.

      (b) 10% Stockholder.  If any employee to whom an Incentive Stock Option is
to be granted  under the Plan is, at the time of the grant of such  option,  the
owner of stock  possessing  more than 10% of the total combined  voting power of


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all  classes  of  stock  of the  Corporation  (after  taking  into  account  the
attribution of stock  ownership  rules of Section 424(d) of the Code),  then the
following  special  provisions shall be applicable to the Incentive Stock Option
granted to such individual:

            (i) The purchase price per share of the Common Stock subject to such
      Incentive  Stock  Option  shall not be less  than 110% of the Fair  Market
      Value of one share of Common Stock at the time of grant; and

            (ii) the option exercise period shall not exceed five years from the
      date of grant.

      (c) Dollar Limitation.  For so long as the Code shall so provide,  options
granted to any  employee  under the Plan (and any other  incentive  stock option
plans of the  Corporation)  which are  intended to  constitute  Incentive  Stock
Options  shall not  constitute  Incentive  Stock Options to the extent that such
options,  in the  aggregate,  become  exercisable  for the first time in any one
calendar year for shares of Common Stock with an aggregate Fair Market Value, as
of the respective  date or dates of grant,  of more than $100,000 (or such other
limitations as the Code may provide).

      (d)  Termination of Employment,  Death or Disability.  No Incentive  Stock
Option may be exercised unless,  at the time of such exercise,  the optionee is,
and has been continuously since the date of grant of his or her option, employed
by the Corporation, except that:

            (i) an Incentive Stock Option may be exercised  within the period of
      three months  after the date the optionee  ceases to be an employee of the
      Corporation  (or within  such  lesser  period as may be  specified  in the
      applicable option agreement), provided, that the agreement with respect to
      such option may designate a longer  exercise  period and that the exercise
      after  such  three-month  period  shall be treated  as the  exercise  of a
      non-statutory option under the Plan;

            (ii) if the optionee dies while in the employ of the Corporation, or
      within three months after the optionee ceases to be such an employee,  the
      Incentive  Stock  Option  may be  exercised  by the  person  to whom it is
      transferred  by will or the laws of descent  and  distribution  within the
      period of one year after the date of death (or within such  lesser  period
      as may be specified in the applicable option agreement); and

            (iii) if the  optionee  becomes  disabled  (within  the  meaning  of
      Section 22(e)(3) of the Code or any successor provisions thereto) while in
      the employ of the Corporation, the Incentive Stock Option may be exercised
      within  the period of one year  after the date the  optionee  ceases to be
      such an employee  because of such disability (or within such lesser period
      as may be specified in the applicable option agreement).

For all  purposes  of the Plan and any option  granted  hereunder,  "employment"
shall be defined in accordance with the provisions of Section  1.421-7(h) of the
Incoming Tax Regulations  (or any successor  regulations).  Notwithstanding  the
foregoing  provisions  no  Incentive  Stock  Option may be  exercised  after its
expiration date.


12.   Restricted Shares.

      (a) Awards. The Board of Directors may from time to time in its discretion
award  Restricted  Shares to  persons  having a Business  Relationship  with the
Corporation  and may determine the number of Restricted  Shares  awarded and the
terms and conditions  of, and the amount of payment,  if any, to be made by such
persons.  Each  award  of  Restricted  Shares  will be  evidenced  by a  written
agreement  executed  on  behalf  of the  Corporation  and  containing  terms and
conditions  not  inconsistent  with the Plan as the  Board  of  Directors  shall
determine to be appropriate in its sole discretion.


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      (b)  Restricted  Period;  Lapse of  Restrictions.  At the time an award of
Restricted  Shares is made, the Board of Directors  shall  establish a period of
time (the "Restricted  Period") applicable to such award which shall not be less
than one year nor more than ten years.  Each award of Restricted Shares may have
a different  Restricted Period. In lieu of establishing a Restricted Period, the
Board of Directors may establish  restrictions  based only on the achievement of
specified  performance  measures.  At the time an award  is made,  the  Board of
Directors may, in its discretion, prescribe conditions for the incremental lapse
of restrictions during the Restricted Period and for the lapse of termination of
restrictions  upon the  occurrence  of other  conditions in addition to or other
than the expiration of the Restricted  Period with respect to all or any portion
of the Restricted Shares. Such conditions may include,  without limitation,  the
death or disability of the  participant to whom  Restricted  Shares are awarded,
retirement of the participant  pursuant to normal or early  retirement under any
retirement  plan of the  Corporation or  termination  by the  Corporation of the
participant's  employment other than for cause, or the occurrence of a change in
control  of the  Corporation.  Such  conditions  may  also  include  performance
measures,  which,  in the  case of any  such  award of  Restricted  Shares  to a
participant who is a "covered  employee" within the meaning of Section 162(m) of
the Code, shall be based on one or more of the following criteria:  earnings per
share, market value per share,  return on invested capital,  return on operating
assets and return on equity. The Board of Directors may also, in its discretion,
shorten or terminate the Restricted Period or waive any conditions for the lapse
or  termination  of  restrictions  with  respect  to all or any  portion  of the
Restricted Shares at any time after the date the award is made.

      (c) Rights of Holder;  Limitations  Thereon.  Upon an award of  Restricted
Shares, a stock certificate representing the number of Restricted Shares awarded
to the  participant  shall be registered in the  participant's  name and, at the
discretion  of  the  Board  of  Directors,  will  be  either  delivered  to  the
participant with an appropriate  legend or held in custody by the Corporation or
a bank for the participant's  account.  The participant shall generally have the
rights and privileges of a stockholder as to such Restricted  Shares,  including
the right to vote such Restricted Shares, except that the following restrictions
shall apply: (i) with respect to each Restricted  Share,  the participant  shall
not be entitled to delivery of an unlegended  certificate  until the  expiration
nor  termination of the Restricted  Period,  and the  satisfaction  of any other
conditions  prescribed  by the Board of Directors,  relating to such  Restricted
Share;  (ii) with respect to each Restricted  Share, such share may not be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of until the
expiration  of  the  Restricted  Period,  and  the  satisfaction  of  any  other
conditions  prescribed  by the Board of Directors,  relating to such  Restricted
Share (except,  subject to the provisions of the participant's stock restriction
agreement,  by will or the laws of descent  and  distribution  or  pursuant to a
qualified domestic relations order as defined by the Code or Title I of ERISA or
the rules  promulgated  thereunder) and (iii) all of the Restricted Shares as to
which restrictions have not at the time lapsed shall be forfeited and all rights
of the  participant to such Restricted  Shares shall  terminate  without further
obligation on the part of the Corporation unless the participant has remained in
a Business  Relationship  with the Corporation or any of its subsidiaries  until
the expiration or termination of the Restricted  Period and the  satisfaction of
any other  conditions  prescribed  by the Board of Directors  applicable to such
Restricted Shares.  Upon the forfeiture of any Restricted Shares, such forfeited
shares shall be transferred  to the  Corporation  without  further action by the
participant.  At the  discretion  of the  Board of  Directors,  cash  and  stock
dividends with respect to the Restricted  Shares may be either currently paid or
withheld by the Corporation for the participant's  account,  and interest may be
paid on the  amount of cash  dividends  withheld  at a rate and  subject to such
terms as determined by the Board of Directors.  The  participant  shall have the
same  rights  and  privileges,  and be subject  to the same  restrictions,  with
respect to any shares received pursuant to Section 16 hereof.

      (d) Delivery of Unrestricted Shares. Upon the expiration or termination of
the Restricted Period and the satisfaction of any other conditions prescribed by
the Board of Directors,  the  restrictions  applicable to the Restricted  Shares
shall lapse and a stock  certificate  for the number of  Restricted  Shares with
respect to which the  restrictions  have lapsed shall be delivered,  free of all
such  restrictions,  except  any that may be imposed  by law  including  without
limitation securities laws, to the participant or the participant's  beneficiary
or estate,  as the case may be. The Corporation shall not be required to deliver
any  fractional  share of Common Stock but will pay, in lieu  thereof,  the fair
market  value  (determined  as of the  date  the  restrictions  lapse)  of  such
fractional share to the participant or the participant's  beneficiary or estate,
as the case may be.


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13.   Additional Provisions.

      (a)  Additional  Provisions.  The  Board  of  Directors  may,  in its sole
discretion,   include  additional  provisions  in  option  or  Restricted  Stock
agreements  covering  options  or  Restricted  Stock  granted  under  the  Plan,
including  without  limitation,  restrictions  on transfer,  repurchase  rights,
rights of first refusal,  commitments to pay cash bonuses,  to make, arrange for
or guaranty  loans or to transfer  other  property to optionees upon exercise of
options,  or such  other  provisions  as shall  be  determined  by the  Board of
Directors;  provided,  that such additional provisions shall not be inconsistent
with any other  term or  condition  of the Plan and such  additional  provisions
shall not cause any  Incentive  Stock Option  granted  under the Plan to fail to
qualify as an Incentive  Stock  Option  within the meaning of Section 422 of the
Code.

      (b) Acceleration,  Extension, Etc. The Board of Directors may, in its sole
discretion,  (i)  accelerate  the date or dates on which  all or any  particular
option or options  granted  under the Plan may be  exercised  or (ii) extend the
dates during which all, or any  particular,  option or options granted under the
Plan may be  permitted  if it would not  cause  the Plan to fail to comply  with
Section 422 of the Code or with Rule 16b-3 (if applicable).


14.   General Restrictions.

      (a) Investment Representations.  The Corporation may require any person to
whom Restricted Shares or an option is granted, as a condition of receiving such
Restricted  Shares or  exercising  such option,  to give written  assurances  in
substance  and form  satisfactory  to the  Corporation  to the effect  that such
person is acquiring the Restricted  Shares or Common Stock subject to the option
for his or her own account for investment and not with any present  intention of
selling or otherwise  distributing  the same,  and to such other  effects as the
Corporation  deems  necessary or appropriate in order to comply with federal and
applicable state securities laws, or with covenants or  representations  made by
the Corporation in connection with any public offering of its Common Stock.

      (b) Compliance  with  Securities  Law. Each option and grant of Restricted
Shares shall be subject to the requirement that if, at any time,  counsel to the
Corporation  shall determine that the listing,  registration or qualification of
the  Restricted  Shares or shares  subject to such  option  upon any  securities
exchange  or under any state or federal  law,  or the consent or approval of any
governmental   or  regulatory   body,  or  that  the  disclosure  of  non-public
information  or the  satisfaction  of any  other  condition  is  necessary  as a
condition  of,  or in  connection  with  the  issuance  or  purchase  of  shares
thereunder,  such Restricted Shares shall not be granted and such option may not
be  exercised,  in  whole  or  in  part,  unless  such  listing,   registration,
qualification, consent or approval, or satisfaction of such condition shall have
been  effected or obtained on  conditions  acceptable to the Board of Directors.
Nothing  herein  shall be deemed to require the  Corporation  to apply for or to
obtain  such  listing,  registration  or  qualification,   or  to  satisfy  such
condition.


15.   Rights as a Stockholder.

      The holder of an option shall have no rights as a stockholder with respect
to any shares covered by the option (including,  without limitation,  any rights
to receive  dividends  or non-cash  distributions  with  respect to such shares)
until the date of issue of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.


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<PAGE>

16.   Adjustment  Provisions for  Recapitalization,  Reorganizations and Related
Transactions.

      (a) Recapitalization and Related Transactions.  If, through or as a result
of any recapitalization,  reclassification, stock dividend, stock split, reverse
stock split or other similar  transaction,  (i) the outstanding shares of Common
Stock are  increased,  decreased or exchanged for a different  number or kind of
shares or other securities of the Corporation,  or (ii) additional shares or new
or different  shares or other non-cash  assets are  distributed  with respect to
such  shares  of  Common  Stock  or  other   securities,   an  appropriate   and
proportionate  adjustment  shall be made in (x) the  maximum  number and kind of
shares  reserved  for  issuance  under  the  Plan,  (y) the  number  and kind of
Restricted  Shares  granted and shares or other  securities  subject to any then
outstanding  options under the Plan,  and (z) the exercise  price for each share
subject to any then  outstanding  options under the Plan,  without  changing the
aggregate   purchase  price  as  to  which  such  options  remain   exercisable.
Notwithstanding  the  foregoing,  no  adjustment  shall be made pursuant to this
Section 16 if such  adjustment  (i) would  cause the Plan to fail to comply with
Section  422 of the Code or with Rule 16b-3 or (ii) would be  considered  as the
adoption of a new plan requiring stockholder approval.

      (b) Reorganization,  Merger and Related  Transactions.  If the Corporation
shall  be  the  surviving   corporation   in  any   reorganization,   merger  or
consolidation of the Corporation with one or more other  corporations,  any then
outstanding  Restricted  Shares or option  granted  pursuant  to the Plan  shall
pertain to and apply to the securities to which a holder of the number of shares
of Common Stock  subject to such  Restricted  Shares or options  would have been
entitled immediately  following such  reorganization,  merger, or consolidation,
with a corresponding  proportionate adjustment of the purchase price as to which
such options may be exercised so that the aggregate  purchase  price as to which
such options may be exercised shall be the same as the aggregate  purchase price
as to which such options may be exercised  for the shares  remaining  subject to
the options immediately prior to such reorganization, merger, or consolidation.

      (c) Board Authority to Make  Adjustments.  Any adjustments made under this
Section 16 will be made by the Board of  Directors,  whose  determination  as to
what  adjustments,  if any,  will be made and the extent  thereof will be final,
binding and  conclusive.  No fractional  shares will be issued under the Plan on
account of any such adjustments.


17.   Merger, Consolidation, Asset Sale, Liquidation, Etc.

      (a)  General.  In the  event of a  consolidation  or  merger  in which the
Corporation is not the surviving  corporation,  or sale of all or  substantially
all of the assets of the Corporation in which outstanding shares of Common Stock
are exchanged for securities, cash or other property of any other corporation or
business   entity  or  in  the  event  of  a  liquidation  of  the   Corporation
(collectively,  a  "Corporate  Transaction"),  the  Board  of  Directors  of the
Corporation,  or  the  board  of  directors  of  any  corporation  assuming  the
obligations of the Corporation,  may, in its discretion, take any one or more of
the  following  actions,  as to  outstanding  options:  (i)  provide  that  such
Restricted Shares or options shall be assumed,  or equivalent  Restricted Shares
or options shall be substituted,  by the acquiring or succeeding corporation (or
an affiliate thereof),  provided that any such options substituted for Incentive
Stock Options shall meet the  requirements  of Section 424(a) of the Code,  (ii)
upon written notice,  provide that all unexercised options and Restricted Shares
will terminate  immediately prior to the consummation of such transaction unless
such options are exercised by the optionee within a specified  period  following
the date of such notice, (iii) in the event of a Corporate Transaction under the
terms of which holders of the Common Stock of the Corporation  will receive upon
consummation  thereof a cash payment for each share surrendered in the Corporate
Transaction (the "Transaction Price"), make or provide for a cash payment to the
optionees equal to the difference  between (A) the  Transaction  Price times the
number of shares of Common  Stock  subject to such  outstanding  options (to the
extent then  exercisable at prices not in excess of the  Transaction  Price) and
(B) the aggregate exercise price of all such outstanding options in exchange for
the  termination  of such  options,  and (iv) provide that all  restrictions  on
Restricted  Shares  shall  lapse in full or in part  and all or any  outstanding
options shall become  exercisable in full or in part  immediately  prior to such
event.


                                       8
<PAGE>

      (b) Substitute  Restricted  Shares or Options.  The  Corporation may grant
Restricted  Shares or  options  under the Plan in  substitution  for  Restricted
Shares or  options  held by  persons in a  Business  Relationship  with  another
corporation who enter into a Business  Relationship  with the Corporation,  or a
subsidiary of the Corporation, as the result of a merger or consolidation of the
employing  corporation  with the Corporation or a subsidiary of the Corporation,
or  as  a  result  of  the  acquisition  by  the  Corporation,  or  one  of  its
subsidiaries, of property or stock of the other corporation. The Corporation may
direct that substitute Restricted Shares or options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.


18.   No Special Employment Rights.

      Nothing  contained  in the  Plan  or in any  Restricted  Share  or  option
agreement  shall  confer upon any holder of  Restricted  Shares or optionee  any
right with respect to the  continuation  of his or her  employment  by, or other
Business  Relationship  with,  the  Corporation or interfere in any way with the
right of the  Corporation at any time to terminate  such  employment or Business
Relationship or to increase or decrease the compensation of the optionee.


19.   Other Employee Benefits.

      Except  as  to  plans  which  by  their  terms  include  such  amounts  as
compensation,  the  amount  of any  compensation  deemed  to be  received  by an
employee as a result of the grant of Restricted  Shares or lapse of restrictions
thereon,  the  exercise  of an option or the sale of shares  received  upon such
exercise  will not  constitute  compensation  with  respect  to which  any other
employee   benefits  of  such  employee  are  determined,   including,   without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary  continuation  plan, except as otherwise  specifically  determined by the
Board of Directors.


20.   Amendment of the Plan.

      (a) The Board of Directors may at any time, and from time to time,  modify
or amend the Plan in any respect, except that if at any time the approval of the
stockholders of the Corporation is required under Section 422 of the Code or any
successor  provision  with respect to  Incentive  Stock  Options,  or under Rule
16b-3,  the Board of  Directors  may not effect such  modification  or amendment
without such approval.

      (b) The  termination  or any  modification  or amendment of the Plan shall
not, without the consent of an optionee or holder of Restricted  Shares,  affect
his or her  rights  under an option  or grant of  Restricted  Shares  previously
granted to him or her.  With the consent of the optionee or holder of Restricted
Shares  affected,  the  Board of  Directors  may  amend  outstanding  option  or
Restricted  Share  agreements in a manner not  inconsistent  with the Plan.  The
Board of  Directors  shall  have the right to amend or modify  (i) the terms and
provisions of the Plan and of any  outstanding  Incentive  Stock Options granted
under the Plan to the extent  necessary  to qualify any or all such  options for
such favorable federal income tax treatment (including deferral of taxation upon
exercise) as may be afforded  incentive  stock  options under Section 422 of the
Code and (ii) the terms and provisions of the Plan and of any outstanding option
or  grant  of  Restricted   Shares  to  the  extent   necessary  to  ensure  the
qualification of the Plan under Rule 16b-3.


                                       9
<PAGE>

21.   Withholding.

      (a) The  Corporation  shall have the right to deduct from  payments of any
kind  otherwise due to the optionee or holder of Restricted  Shares any federal,
state or local taxes of any kind  required by law to be withheld with respect to
any  shares  issued  upon  exercise  of  options  or  lapse of  restrictions  on
Restricted  Shares  under  the  Plan.  Subject  to  the  prior  approval  of the
Corporation,  which may be withheld by the  Corporation in its sole  discretion,
the  optionee  or  holder  of  Restricted  Shares  may  elect  to  satisfy  such
obligations,  in whole or in part,  (i) by causing the  Corporation  to withhold
shares of Common Stock otherwise  issuable pursuant to the exercise of an option
or lapse of  restrictions  on  Restricted  Shares or (ii) by  delivering  to the
Corporation  shares of Common Stock  already  owned by the optionee or holder of
Restricted  Shares. The shares so delivered or withheld shall have a Fair Market
Value equal to such withholding obligation as of the date that the amount of tax
to be  withheld  is to be  determined.  An  optionee  who has  made an  election
pursuant to this  Section  21(a) may satisfy his or her  withholding  obligation
only with  shares of Common  Stock  which  are not  subject  to any  repurchase,
forfeiture, unfulfilled vesting or other similar requirements.

      (b) The acceptance of shares of Common Stock upon exercise of an Incentive
Stock  Option  shall  constitute  an agreement by the optionee (i) to notify the
Corporation if any or all of such shares are disposed of by the optionee  within
two years from the date the option was  granted or within one year from the date
the shares were  transferred  to the  optionee  pursuant to the  exercise of the
option, and (ii) if required by law, to remit to the Corporation, at the time of
and in the case of any such  disposition,  an amount  sufficient  to satisfy the
Corporation's  federal, state and local withholding tax obligations with respect
to such disposition, whether or not, as to both (i) and (ii), the optionee is in
the employ of the Corporation at the time of such disposition.

      (c) Notwithstanding the foregoing, in the case of a Reporting Person whose
options  have been granted in  accordance  with the  provisions  of Section 3(b)
herein,  no election to use shares for the payment of withholding taxes shall be
effective  unless made in compliance  with any applicable  requirements  of Rule
16b-3.


22.   Cancellation and New Grant of Options, Etc.

      The Board of Directors shall have the authority to effect, at any time and
from time to time,  with the  consent  of the  affected  optionees  or holder of
Restricted Shares: (i) the cancellation of any or all outstanding  options under
the Plan and the grant in  substitution  therefor of new options  under the Plan
covering the same or  different  numbers of shares of Common Stock and having an
option  exercise  price per share which may be lower or higher than the exercise
price per share of the  canceled  options or (ii) the  amendment of the terms of
any and all  outstanding  options  under the Plan to provide an option  exercise
price per share which is higher or lower than the then  current  exercise  price
per share of such outstanding options.


23.   Effective Date and Duration of the Plan.

      (a) Effective  Date.  The Plan shall become  effective when adopted by the
Board of Directors,  but no Incentive  Stock Option granted under the Plan shall
become  exercisable  unless and until the Plan shall have been  approved  by the
Corporation's stockholders.  If such stockholder approval is not obtained within
twelve  (12)  months  after the date of the  Board's  adoption  of the Plan,  no
options  previously granted under the Plan shall be deemed to be Incentive Stock
Options and no Incentive Stock Options shall be granted  thereafter.  Amendments
to the Plan not  requiring  stockholder  approval  shall become  effective  when
adopted by the Board of Directors; amendments requiring stockholder approval (as
provided  in Section 20) shall  become  effective  when  adopted by the Board of
Directors,  but no  Incentive  Stock  Option  granted  after  the  date  of such
amendment  shall become  exercisable  (to the extent that such  amendment to the
Plan was required to enable the Corporation to grant such Incentive Stock Option
to a  particular  optionee)  unless  and until  such  amendment  shall have been
approved by the Corporation's stockholders.  If such stockholder approval is not


                                       10
<PAGE>

obtained  within twelve (12) months of the Board's  adoption of such  amendment,
any Incentive Stock Options granted on or after the date of such amendment shall
terminate  to the extent that such  amendment to the Plan was required to enable
the Corporation to grant such option to a particular  optionee.  Subject to this
limitation,  options  may be  granted  under  the  Plan at any  time  after  the
effective date and before the date fixed for termination of the Plan.

      (b) Termination.  Unless sooner  terminated in accordance with Section 17,
the Plan shall  terminate  upon the  earlier of (i) the close of business on the
day next  preceding  the tenth  anniversary  of the date of its  adoption by the
Board of Directors,  or (ii) the date on which all shares available for issuance
under the Plan shall have been issued  pursuant to the exercise or  cancellation
of  Restricted  Shares  or  options  granted  under  the  Plan.  If the  date of
termination is determined  under (i) above,  then  Restricted  Shares or options
outstanding  on such date shall  continue to have force and effect in accordance
with the provisions of the  instruments  evidencing  such  Restricted  Shares or
options.


24.   Governing Law.

      The  provisions of this Plan shall be governed and construed in accordance
with the laws of the  State of  Delaware  without  regard to the  principles  of
conflicts of laws.


                        Adopted by the Board of Directors on December 5, 2003











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