<PAGE>
EXHIBIT 4.1
                           ROYAL ENERGY RESOURCES INC.

                             2008 STOCK OPTION PLAN

      1. PURPOSE. The purpose of this 2008 Stock Option Plan (the "Plan") is to
aid Royal Energy Resources Inc., a Delaware corporation (the "Company"), in
attracting, retaining, motivating and rewarding employees (including executive
officers and non-employee directors) who provide substantial services to the
Company or its subsidiaries or affiliates, to provide for equitable and
competitive compensation opportunities, to recognize individual contributions
and reward achievement of Company goals, and promote the creation of long-term
value for stockholders by closely aligning the interests of Participants with
those of stockholders. The Plan authorizes stock-based incentives for
Participants.

      2. DEFINITIONS. In addition to the terms defined in Section 1 above and
elsewhere in the Plan, the following capitalized terms used in the Plan have the
respective meanings set forth in this Section:

            (a) "Award" means an Option, together with any related right or
      interest, granted to a Participant under the Plan, in the forms attached
      hereto as Exhibits A and B.

            (b) "Beneficiary" means the legal representatives of the
      Participant's estate entitled by will or the laws of descent and
      distribution to receive the benefits under a Participant's Award upon a
      Participant's death, provided that, if and to the extent authorized by the
      Committee a Participant may be permitted to designate a Beneficiary, in
      which case the "Beneficiary" instead will be the person, persons, trust or
      trusts (if any are then surviving) which have been designated by the
      Participant in his or her most recent written beneficiary designation
      filed with the Committee to receive the benefits specified under the
      Participant's Award upon such Participant's death, provided such person,
      if an individual, is such Participant's parent, grand-parent,
      parent-in-law, child, sibling, grandchild or other lineal descendant or
      the current spouse of each of the foregoing, and if an entity, is a family
      partnership or a trust or estate of which the primary beneficiary is the
      Participant or any of the aforementioned individuals. Unless otherwise
      determined by the Committee, the designation of a Beneficiary other than a
      Participant's spouse shall be subject to the written consent of such
      spouse.

            (c) "Board" means the Company's Board of Directors.

            (d) "Change of Control" means (i) the sale of all (or substantially
      all) of the Company's utstanding capital stock to a person(s) or
      entity(ies) not previously a 5% owner (directly or ondirectly) of any
      class of the Company's equity (on a fully diluted basis) and is not
      controlling, iontrolled by or under common control with such a 5% owner,
      nor the spouse or descendant (by birth or cdoption) of such a 5% owner,
      nor a trust for the beneficiary of such a 5% owner or (ii) a aransaction
      that qualifies as a "Deemed Liquidation Event" as defined in the Company's
      Restated tertificate of Incorporation. C (e) "Code" means the Internal
      Revenue Code of 1986, as amended. References to any provision of the Code
      or regulation (including a proposed regulation) thereunder shall include
      any successor provisions and regulations.


<PAGE>

            (f) "Committee" means (i) the Company's Compensation Committee or
      (ii) a committee of two or more directors designated by the Board to
      administer the Plan; provided, however, that, directors appointed or
      serving as members of a Board committee designated as the Committee shall
      not be employees of the Company or any subsidiary or affiliate. In
      appointing members of the Committee, the Board will consider whether a
      member is or will be a Qualified Member, but such members are not required
      to be Qualified Members at the time of appointment or during their term of
      service on the Committee.

            (g) "Effective Date" means the effective date specified in Section
      8(o).

            (h) "Eligible Person" has the meaning specified in Section 5.

            (i) "Exchange Act" means the Securities Exchange Act of 1934, as
      amended. References to any provision of the Exchange Act or rule
      (including a proposed rule) thereunder shall include any successor
      provisions and rules.

            (j) "Fair Market Value" shall mean the amount determined by the
      Committee, except that if the Stock is listed on a national securities
      exchange (or traded on the over-the-counter market), the fair market value
      shall be the closing price of the Stock on such exchange (or market as
      reported by the National Quotation Bureau) on the day on which an Award is
      granted hereby (or with respect to another event requiring the valuation
      of the Stock, the closing price on the appropriate date as determined by
      the Committee), or, if there is no trading or closing price on that day,
      the closing price on the most recent day preceding the day for which such
      prices are available.

            (k) "Incentive Stock Option" or "ISO" means any Option designated as
      an incentive stock option within the meaning of Code Section 422 or any
      successor provision thereto and qualifying thereunder.

            (l) "Option" means a right, granted to a Participant, to purchase
      Stock at a specified price during specified time periods.

            (m) "Qualified Member" means a member of the Committee who is a
      "Non-Employee Director" within the meaning of Rule 16b-3(b)(3) and an
      "outside director" within the meaning of Regulation 1.162-27 under Code
      Section 162(m).


                                       2
<PAGE>

            (n) "Rule 16b-3" means Rule 16b-3, as from time to time in effect
      and applicable to articipants, promulgated by the Securities and Exchange
      Commission under Section 16 of the Exchange Pct. A (o) "Section 16(b)"
      means Section 16(b) of the Exchange Act.

            (p) "Stock" means the Company's Common Stock, par value $.001 per
      share, and any other equity securities of the Company that may be
      substituted or resubstituted for Stock pursuant to Section 8(c).

      3. ADMINISTRATION.

      (a) AUTHORITY OF THE COMMITTEE. The Plan shall be administered by the
Committee (subject to the Board's authority to restrict the Committee), which
shall have full and final authority, in each case subject to and consistent with
the provisions of the Plan, to select Eligible Persons to become Participants;
to grant Awards; to determine the type and number of Awards, the dates on which
Awards may be exercised and on which the risk of forfeiture or deferral period
relating to Awards shall lapse or terminate, the acceleration of any such dates,
the expiration date of any Award, whether, to what extent, and under what
circumstances an Award may be settled, or the exercise price of an Award may be
paid, in cash, Stock, or other property, and other terms and conditions of, and
all other matters relating to, Awards; to prescribe documents evidencing or
setting terms of Awards (such Award documents need not be identical for each
Participant), amendments thereto, and rules and regulations for the
administration of the Plan and amendments thereto; to construe and interpret the
Plan and Award documents and correct defects, supply omissions or reconcile
inconsistencies therein; and to make all other decisions and determinations as
the Committee may deem necessary or advisable for the administration of the
Plan. Decisions of the Committee with respect to the administration and
interpretation of the Plan shall be final, conclusive, and binding upon all
persons interested in the Plan, including Participants, Beneficiaries,
transferees under Section 8(b) and other persons claiming rights from or through
a Participant, and stockholders. The foregoing notwithstanding, the Board shall
perform the functions of the Committee if the Committee is not established.

      (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. At any time that a member
of the Committee is not a Qualified Member, (i) any action of the Committee
relating to an Award intended by the Committee to qualify as "performance-based
compensation" within the meaning of Code Section 162(m) and regulations
thereunder may be taken by a subcommittee, designated by the Committee or the
Board, composed solely of two or more Qualified Members, and (ii) any action
relating to an Award granted or to be granted to a Participant who is then
subject to Section 16 of the Exchange Act in respect of the Company may be taken
either by such a subcommittee or by the Committee but with each such member who
is not a Qualified Member abstaining or recusing himself or herself from such
action, provided that, upon such abstention or recusal, the Committee remains
composed solely of two or more Qualified Members. Such action, authorized by
such a subcommittee or by the Committee upon the abstention or recusal of such
non-Qualified Member(s), shall be the action of the Committee for purposes of


                                       3
<PAGE>

the Plan. The express grant of any specific power to the Committee, and the
taking of any action by the Committee, shall not be construed as limiting any
power or authority of the Committee. The Committee may delegate to officers or
managers of the Company or any subsidiary or affiliate, or committees thereof,
the authority, subject to such terms as the Committee shall determine, to
perform such functions, including administrative functions, as the Committee may
determine. Notwithstanding the foregoing, no action may be taken pursuant to
this Section 3(b) if such action would result in the loss of an exemption under
Rule 16b-3(d) for Awards granted to Participants subject to Section 16 of the
Exchange Act in respect of the Company and would cause Awards intended to
qualify as "performance-based compensation" under Code Section 162(m) to fail to
so qualify, unless specifically waived by the Committee and the Participant and
such waiver would violate any law, rule or regulation.

      (c) LIMITATION OF LIABILITY. The Committee and each member thereof, and
any person acting pursuant to authority delegated by the Committee, shall be
entitled, in good faith, to rely or act upon any report or other information
furnished by any executive officer, other officer or employee of the Company or
a subsidiary or affiliate, the Company's independent auditors, consultants or
any other agents assisting in the administration of the Plan. Members of the
Committee, any person acting pursuant to authority delegated by the Committee,
and any officer or employee of the Company or a subsidiary or affiliate acting
at the direction or on behalf of the Committee or a delegee shall not be
personally liable for any action or determination taken or made in good faith
with respect to the Plan, and shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action or
determination.

      4. STOCK SUBJECT TO PLAN.

            (a) OVERALL NUMBER OF SHARES AVAILABLE FOR DELIVERY. The total
number of shares of Stock reserved and available for delivery in connection with
Awards under the Plan shall be 4,000,000, of which up to 3,000,000 may be
designated as Incentive Stock Options. Any shares of Stock delivered under the
Plan shall consist of authorized and unissued shares or treasury shares. The
number of shares of Stock under the Plan (including the number of ISO Awards)
shall be proportionately adjusted in the event the Company implements a split
(forward or reverse) or a recapitalization of its Stock.

            (b) SHARE COUNTING RULES. The Committee may adopt reasonable
counting procedures to ensure appropriate counting, avoid double counting (as,
for example, in the case of tandem or substitute awards) and make adjustments if
the number of shares of Stock actually delivered differs from the number of
shares previously counted in connection with an Award. Shares subject to an
Award that is canceled, expired, forfeited, settled in cash or otherwise
terminated without a delivery of shares to the Participant will again be
available for Awards, and shares withheld in payment of the exercise price or
taxes relating to an Award and shares equal to the number surrendered in payment
of any exercise price or taxes relating to an Award shall be deemed to
constitute shares not delivered to the Participant and shall be deemed to again
be available for Awards under the Plan. In addition, in the case of any Award
granted in substitution for an award of a company or business acquired by the
Company or a subsidiary or affiliate, shares issued or issuable in connection
with such substitute Award shall not be counted against the number of shares
reserved under the Plan, but shall be available under the Plan by virtue of the
Company's assumption of the plan or arrangement of the acquired company or
business. This Section 4(b) shall apply to the number of shares reserved and
available for ISOs only to the extent consistent with applicable regulations
relating to ISOs under the Code.

                                       4
<PAGE>

      5. ELIGIBILITY. Awards may be granted under the Plan only to Eligible
Persons. For purposes of the Plan, an "Eligible Person" means an employee of the
Company or any subsidiary or affiliate, including any executive officer, and a
non-employee director of the Company or a subsidiary or affiliate or a
consultant to the Company or a subsidiary or affiliate, and any person who has
been offered employment by the Company or a subsidiary or affiliate, provided
that such prospective employee may not receive any payment or exercise any right
relating to an Award until such person has commenced employment with the Company
or a subsidiary or affiliate. An employee on leave of absence may be considered
as still in the employ of the Company or a subsidiary or affiliate for purposes
of eligibility for participation in the Plan. For purposes of the Plan, a joint
venture in which the Company or a subsidiary has a substantial direct or
indirect equity investment shall be deemed an affiliate, if so determined by the
Committee.

      6. SPECIFIC TERMS OF AWARDS.

            (a) GENERAL. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any Award or
the exercise thereof, at the date of grant or thereafter (subject to Section
8(e)), such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine, including terms
requiring total or partial forfeiture of Awards (at no cost to the Company) in
the event of termination of employment or service by the Participant and terms
permitting a Participant to make elections relating to his or her Award. The
Committee shall retain full power and discretion with respect to any term or
condition of an Award that is not mandatory under the Plan. The Committee shall
require the payment of lawful consideration for an Award to the extent necessary
to satisfy the requirements of the Delaware General Corporation Law, and may
otherwise require payment of consideration for an Award except as limited by the
Plan.

            (b) OPTIONS. The Committee is authorized to grant Options to
Eligible Persons on the following terms and conditions:

                  (i) EXERCISE PRICE. The exercise price per share of Stock
            purchasable under an Option shall be determined by the Committee,
            provided that such exercise price shall be not less than the Fair
            Market Value of a share of Stock on the date of grant of such Option
            (or 110% of the Fair Market Value with respect to an Award to a 10%
            shareholder).

                                       5
<PAGE>

                  (ii) OPTION TERM; TIME AND METHOD OF EXERCISE. The Committee
            shall determine the term of each Option, provided that in no event
            shall the term of any ISO exceed a period of ten years from the date
            of grant (or five years for a person owning 10% or more of the
            Company's outstanding Stock). The Committee shall determine the time
            or times at which or the circumstances under which an Option may be
            exercised in whole or in part (including based on achievement of
            performance goals and/or future service requirements), the methods
            by which such exercise price may be paid or deemed to be paid and
            the form of such payment (subject to Section 8(k)), including,
            without limitation, cash, stock or awards granted under other plans
            of the Company or any subsidiary or affiliate, or other property
            (including notes and other contractual obligations of Participants
            to make payment on a deferred basis, such as through "cashless
            exercise" arrangements, to the extent permitted by applicable law),
            and the methods by or forms in which Stock will be delivered or
            deemed to be delivered in satisfaction of Options to Participants
            (including deferred delivery of shares representing the Option
            "profit," at the election of the Participant or as mandated by the
            Committee, with such deferred shares subject to any vesting,
            forfeiture or other terms as the Committee may specify), provided
            that no arrangement shall be valid if it shall have the effect of
            causing the Award to lose its status as an ISO under Code Section
            422.

                  (iii) ISOS. The terms of any ISO granted under the Plan shall
            comply in all respects with the provisions of Code Section 422,
            including, but not limited to, the requirements that (i) no ISO
            shall be granted more than ten years after the Effective Date, (ii)
            no Participant may have more than $100,000 of stock underlying ISOs
            vest in any calendar year, based upon the value of the underlying
            stock on the date of grant and (iii) upon the termination of a
            Participant's employment with the Company for any reason other than
            death, the ISO will expire at the earlier of (x) the ISO's
            Expiration Date or (y) three months from the date of the
            Participant's termination or twelve months if the termination was
            for a permanent disability.

      7. CERTAIN PROVISIONS APPLICABLE TO AWARDS.

            (a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution or exchange
for, any other Award or any award granted under another plan of the Company, any
subsidiary or affiliate, or any business entity to be acquired by the Company or
a subsidiary or affiliate, or any other right of a Participant to receive
payment from the Company or any subsidiary or affiliate. Awards granted in
addition to or in tandem with other Awards or awards may be granted either as of
the same time as or a different time from the grant of such other Awards or
awards. Subject to Section 8(k), the Committee may determine that, in granting a
new Award, the in-the-money value of any surrendered Award or Award may be
applied to the exercise price of any Option.

                                       6
<PAGE>

            (b) EXEMPTIONS FROM SECTION 16(B) LIABILITY. With respect to a
Participant who is then subject to the reporting requirements of Section 16(a)
of the Exchange Act in respect of the Company, the Committee shall implement
transactions under the Plan and administer the Plan in a manner that will
attempt to ensure that each transaction with respect to such a Participant is
exempt from liability under Rule 16b-3 (or otherwise not subject to liability
under Section 16(b)), except that this provision shall not limit sales by such a
Participant, and such a Participant may engage in other non-exempt transactions
under the Plan. The Committee may authorize the Company to repurchase any Award
or shares of Stock deliverable or delivered in connection with any Award
(subject to Section 8(k)) to avoid a Participant who is subject to Section 16 of
the Exchange Act incurring liability under Section 16(b). Unless otherwise
specified by the Participant, equity securities or derivative securities
acquired under the Plan which are disposed of by a Participant shall be deemed
to be disposed of in the order acquired by the Participant.

            (c) LOAN PROVISIONS. With the Committee's consent, and subject at
all times to, and only to the extent, if any, permitted under and in accordance
with, laws and regulations and other binding obligations or provisions
applicable to the Company (including without limitation, the applicable
provisions of the Company's Restated Certificate of Incorporation), the Company
may make, guarantee, or arrange for a loan or loans to a Participant with
respect to the exercise of any Option, including the payment by a Participant of
any or all federal, state, or local income or other taxes due in connection with
any Award. Subject to such limitations, the Committee shall have full authority
to decide whether to make a loan or loans hereunder and to determine the amount,
terms, and provisions of any such loan or loans, including the interest rate, if
any, to be charged in respect of any such loan or loans, whether the loan or
loans are to be with or without recourse against the borrower, the terms on
which the loan is to be repaid and conditions, if any, under which the loan or
loans may be forgiven.

      8. General Provisions.

            (a) COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS. The Company may,
to the extent deemed necessary or advisable by the Committee, postpone the
issuance or delivery of Stock or payment of other benefits under any Award until
completion of such registration or qualification of such Stock or other required
action under any federal or state law, rule or regulation, listing or other
required action with respect to any stock exchange or automated quotation system
upon which the Stock or other securities of the Company are listed or quoted, or
compliance with any other obligation of the Company, as the Committee may
consider appropriate, and may require any Participant to make such
representations, furnish such information and comply with or be subject to such
other conditions as it may consider appropriate in connection with the issuance
or delivery of Stock or payment of other benefits in compliance with applicable
laws, rules, and regulations, listing requirements, or other obligations.

                                       7
<PAGE>

            (b) LIMITS ON TRANSFERABILITY; BENEFICIARIES. No Award or other
right or interest of a Participant under the Plan shall be pledged, hypothecated
or otherwise encumbered or subject to any lien, obligation or liability of such
Participant to any party (other than the Company or a subsidiary or affiliate
thereof), or assigned or transferred by such Participant otherwise than by will
or the laws of descent and distribution or to a Beneficiary upon the death of a
Participant, and such Awards or rights that may be exercisable shall be
exercised during the lifetime of the Participant only by the Participant or his
or her guardian or legal representative. A Beneficiary, transferee, or other
person claiming any rights under the Plan from or through any Participant shall
be subject to all terms and conditions of the Plan and any Award document
applicable to such Participant, except as otherwise determined by the Committee,
and to any additional terms and conditions deemed necessary or appropriate by
the Committee.

            (c) ADJUSTMENTS. In the event that any large, special and
non-recurring dividend or other distribution (whether in the form of cash or
property other than Stock), recapitalization, forward or reverse split, Stock
dividend, reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange, liquidation, dissolution or other similar corporate
transaction or event affects the Stock such that an adjustment is determined by
the Committee to be appropriate under the Plan, then the Committee shall, in
such manner as it may deem equitable, adjust any or all of (i) the number and
kind of shares of Stock which may be delivered in connection with Awards granted
thereafter, (ii) the number and kind of shares of Stock subject to or
deliverable in respect of outstanding Awards and (iii) the exercise price, grant
price or purchase price relating to any Award or, if deemed appropriate, the
Committee may make provision for a payment of cash or property to the holder of
an outstanding Option (subject to Section 8(k)).

            (d) TAX PROVISIONS.

                  (i) WITHHOLDING. The Company and any subsidiary or affiliate
            is authorized to withhold from any Award granted, any payment
            relating to an Award under the Plan, including any payroll or other
            payment to a Participant, amounts of withholding and other taxes due
            or potentially payable in connection with any transaction involving
            an Award, and to take such other action as the Committee may deem
            advisable to enable the Company and Participants to satisfy
            obligations for the payment of withholding taxes and other tax
            obligations relating to any Award. This authority shall include
            authority to withhold or receive Stock or other property and to make
            cash payments in respect thereof in satisfaction of a Participant's
            withholding obligations, either on a mandatory or elective basis in
            the discretion of the Committee. Other provisions of the Plan
            notwithstanding, only the minimum amount of Stock deliverable in
            connection with an Award necessary to satisfy statutory withholding
            requirements will be withheld.

                                       8
<PAGE>

                  (ii) REQUIREMENT OF NOTIFICATION UPON DISQUALIFYING
            DISPOSITION UNDER CODE SECTION 421(B). If any Participant shall make
            any disposition of shares of Stock delivered pursuant to the
            exercise of an Incentive Stock Option under the circumstances
            described in Code Section 421(b) (relating to certain disqualifying
            dispositions), such Participant shall notify the Company of such
            disposition within ten days thereof.

            (e) CHANGES TO THE PLAN. The Board may amend, suspend or terminate
the Plan or the Committee's authority to grant Awards under the Plan without the
consent of stockholders or Participants; provided, however, that any amendment
to the Plan shall be submitted to the Company's stockholders for approval not
later than the earliest annual meeting for which the record date is after the
date of such Board action if such stockholder approval is required by any
federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other amendments
to the Plan to stockholders for approval; and provided further, that, without
the consent of an affected Participant, no such Board action may have a material
adverse affect on the rights of such Participant under any outstanding Award.

            (f) RIGHT OF SETOFF. The Company or any subsidiary or affiliate may,
to the extent permitted by applicable law, deduct from and set off against any
amounts the Company or a subsidiary or affiliate may owe to the Participant from
time to time, including amounts payable in connection with any Award, owed as
wages, fringe benefits, or other compensation owed to the Participant, such
amounts as may be owed by the Participant to the Company, although the
Participant shall remain liable for any part of the Participant's payment
obligation not satisfied through such deduction and setoff. By accepting any
Award granted hereunder, the Participant agrees to any deduction or setoff under
this Section 8(f).

            (g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant or
obligation to deliver Stock pursuant to an Award, nothing contained in the Plan
or any Award shall give any such Participant any rights that are greater than
those of a general creditor of the Company; provided that the Committee may
authorize the creation of trusts and deposit therein cash, Stock, or other
property, or make other arrangements to meet the Company's obligations under the
Plan. Such trusts or other arrangements shall be consistent with the "unfunded"
status of the Plan unless the Committee otherwise determines with the consent of
each affected Participant.

                                       9
<PAGE>

            (h) NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by
the Board nor its submission to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or a
committee thereof to adopt such other incentive arrangements, apart from the
Plan, as it may deem desirable, including incentive arrangements and awards
which do not qualify under Code Section 162(m), and such other arrangements may
be either applicable generally or only in specific cases.

            (i) PAYMENTS IN THE EVENT OF FORFEITURES; FRACTIONAL SHARES. No
fractional shares of Stock shall be issued or delivered pursuant to the Plan or
any Award. The Committee shall determine whether cash, other Awards or other
property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

            (j) [Intentionally Omitted]

            (k) CERTAIN LIMITATIONS RELATING TO ACCOUNTING TREATMENT OF AWARDS.
Other provisions of the Plan notwithstanding, the Committee's authority under
the Plan is limited to the extent necessary to ensure that any Option or other
Award of a type that the Committee has intended to be subject to fixed
accounting with a measurement date at the date of grant or the date performance
conditions are satisfied under APB 25 shall not become subject to "variable"
accounting solely due to the existence of such authority, unless the Committee
specifically determines that the Award shall remain outstanding despite such
"variable" accounting.

            (l) GOVERNING LAW. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan and any Award document
shall be determined in accordance with the laws of the State of New York,
without giving effect to principles of conflicts of laws, and applicable
provisions of federal law.

            (m) LIMITATION ON RIGHTS CONFERRED UNDER PLAN. Neither the Plan nor
any action taken hereunder shall be construed as (i) giving any Eligible Person
or Participant the right to continue as an Eligible Person or Participant or in
the employ or service of the Company or a subsidiary or affiliate, (ii)
interfering in any way with the right of the Company or a subsidiary or
affiliate to terminate any Eligible Person's or Participant's employment or
service at any time, (iii) giving an Eligible Person or Participant any claim to
be granted any Award under the Plan or to be treated uniformly with other
Participants and employees, or (iv) subject to the specific terms of the Award,
conferring on a Participant any of the rights of a stockholder of the Company
unless and until the Participant is duly issued or transferred shares of Stock
in accordance with the terms of an Award or an Option is duly exercised. Except
as expressly provided in the Plan and an Award document, neither the Plan nor
any Award document shall confer on any person other than the Company and the
Participant any rights or remedies thereunder.

                                       10
<PAGE>

            (n) SEVERABILITY; ENTIRE AGREEMENT. If any of the provisions of this
Plan or any Award document is finally held to be invalid, illegal or
unenforceable (whether in whole or in part), such provision shall be deemed
modified to the extent, but only to the extent, of such invalidity, illegality
or unenforceability, and the remaining provisions shall not be affected thereby;
provided, that, if any of such provisions is finally held to be invalid,
illegal, or unenforceable because it exceeds the maximum scope determined to be
acceptable to permit such provision to be enforceable, such provision shall be
deemed to be modified to the minimum extent necessary to modify such scope in
order to make such provision enforceable hereunder. The Plan and any Award
documents contain the entire agreement of the parties with respect to the
subject matter thereof and supersede all prior agreements, promises, covenants,
arrangements, communications, representations and warranties between them,
whether written or oral with respect to the subject matter thereof.

            (o) PLAN EFFECTIVE DATE AND TERMINATION. The Plan shall become
effective if, and at such time as, the stockholders of the Company have approved
it by the affirmative votes of the holders of a majority of the voting
securities of the Company present, or represented, and entitled to vote on the
subject matter at a duly held meeting of stockholders. Unless earlier terminated
by action of the Board, the Plan will remain in effect until such time as no
Stock remains available for delivery under the Plan and the Company has no
further rights or obligations under the Plan with respect to outstanding Awards
under the Plan.

            (p) REPRICING. No award that could be characterized as a "repricing"
shall be made pursuant to this Plan without shareholder approval.

            (q) WAIVER OF JURY TRIAL. AS A CONDITION OF RECEIVING AN AWARD, EACH
PARTICIPANT SHALL BE DEEMED TO HAVE IRREVOCABLY WAIVED, TO THE MAXIMUM EXTENT
NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN
CONNECTION WITH ANY AWARD GRANTED UNDER THIS PLAN.

            (r) COMPLIANCE WITH CODE SECTIONS 409A AND 422. Notwithstanding any
provision of this Plan to the contrary, the Committee shall be authorized to
amend this Plan or any ISO Award to bring the Plan and such ISO Award into
compliance with Code Sections 409A and 422 and the acceptance by any Participant
of an ISO Award shall be deemed consent to any such change even if such change
would have a material adverse effect on the Participant, provided, however, that
any change required by law (or by the Code to maintain the status of an ISO
Award as an ISO) to be approved by the Company's shareholders shall not be
effective until such approval is obtained, unless the applicable ISO Award
provides otherwise.

      9. CHANGE IN CONTROL. Unless otherwise provided by the Committee in the
Award document, in the event of a Change in Control, the following provisions
shall apply:


                                       11
<PAGE>

            (i) Any Award carrying a right to exercise that was not previously
exercisable and vested shall become fully exercisable and vested as of the date
that is the earlier of (x) the date provided in the Award or (y) the six month
anniversary of the date of the Change in Control and shall remain exercisable
and vested for the balance of the stated term of such Award without regard to
any termination of employment or service by the Participant other than a
termination for "cause" (as defined in any employment or severance agreement
between the Company or a subsidiary or affiliate and the Participant then in
effect or, if none, as defined by the Committee and in effect at the time of the
Change in Control), subject only to applicable restrictions set forth in Section
8(a), provided, however, that in the event of a Change of Control a
Participant's employment is terminated and by its terms such Participant's ISO
Award must be exercised within three months of termination of employment, the
Award shall become fully exercisable and vested on the date of the Change of
Control; and

            (ii) Except as otherwise provided in the Plan or as otherwise
provided by the Committee, in connection with a Change in Control in which
holders of Stock will receive upon consummation a payment (whether cash,
non-cash or a combination of the foregoing), the Committee may, in its
discretion, provide for payment (a "cash-out") with respect to some or all
Awards, equal in the case of each affected Award to the excess, if any, of (i)
the Fair Market Value of one share of Stock (as determined by the Committee in
its reasonable discretion) multiplied by the number of shares of Stock subject
to the Award, over (ii) the aggregate exercise price, if any, under the Award,
in each case on such payment terms (which need not be the same as the terms of
payment to holders of Stock) and other terms, and subject to such conditions, as
the Committee determines.



                                       12