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EXHIBIT 10.1

                             INTERCHANGE CORPORATION

                     2004 EQUITY INCENTIVE PLAN, AS AMENDED

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                                TABLE OF CONTENTS

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1.   PURPOSES OF THE PLAN.......................................................    1

2.   DEFINITIONS................................................................    1

3.   STOCK SUBJECT TO THE PLAN..................................................    4

4.   ADMINISTRATION OF THE PLAN.................................................    4

5.   ELIGIBILITY................................................................    6

6.   LIMITATIONS................................................................    6

7.   TERM OF PLAN...............................................................    7

8.   TERM OF OPTION.............................................................    7

9.   OPTION EXERCISE PRICE AND CONSIDERATION....................................    7

10.  EXERCISE OF OPTION.........................................................    8

11.  NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS...................   11

12.  NO RIGHTS AS STOCKHOLDERS..................................................   11

13.  STOCK PURCHASE RIGHTS......................................................   11

14.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE...........   12

15.  TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS.........................   14

16.  AMENDMENT AND TERMINATION OF THE PLAN......................................   14

17.  STOCKHOLDER APPROVAL.  ....................................................   15

18.  INABILITY TO OBTAIN AUTHORITY..............................................   15

19.  RESERVATION OF SHARES......................................................   15

20.  INFORMATION TO HOLDERS AND PURCHASERS......................................   15

21.  REPURCHASE PROVISIONS......................................................   15

22.  INVESTMENT INTENT..........................................................   16

23.  GOVERNING LAW..............................................................   16

24.  RESTRICTIONS ON SHARES.....................................................   16

25.  SEVERABILITY...............................................................   17
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                             INTERCHANGE CORPORATION

                     2004 EQUITY INCENTIVE PLAN, AS AMENDED

      1.    Purposes of the Plan. The purposes of the Interchange Corporation
2004 Equity Incentive Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentive to Employees, Directors and Consultants and to promote the success of
the Company's business. Options granted under the Plan may be Incentive Stock
Options or Non-Qualified Stock Options, as determined by the Administrator at
the time of grant. Stock Purchase Rights may also be granted under the Plan.

      2.    Definitions. As used herein, the following definitions shall apply:

                  (a)   "Acquisition" means (i) any consolidation or merger of
the Company with or into any other corporation or other entity or person in
which the stockholders of the Company prior to such consolidation or merger own
less than fifty percent (50%) of the continuing or surviving entity's voting
power immediately after such consolidation or merger, excluding any
consolidation or merger effected exclusively to change the domicile of the
Company; or (ii) a sale of all or substantially all of the assets of the
Company.

                  (b)   "Administrator" means the Board or the Committee
responsible for conducting the general administration of the Plan, as
applicable, in accordance with Section 4 hereof; provided, however, that in the
case of the administration of the Plan with respect to Options granted to
Independent Directors, the term "Administrator" shall refer to the Board.

                  (c)   "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock Purchase Rights are
granted under the Plan.

                  (d)   "Board" means the Board of Directors of the Company.

                  (e)   "Code" means the Internal Revenue Code of 1986, as
amended.

                  (f)   "Committee" means a committee appointed by the Board in
accordance with Section 4 hereof.

                  (g)   "Common Stock" means the Common Stock of the Company,
par value $.00001 per share.

                  (h)   "Company" means Interchange Corporation, a Delaware
corporation.

                  (i)   "Consultant" means any consultant or adviser if: (i) the
consultant or adviser renders bona fide services to the Company or any Parent or
Subsidiary of the Company; (ii) the services rendered by the consultant or
adviser are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company's securities; and (iii) the consultant or
adviser is a natural person who

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has contracted directly with the Company or any Parent or Subsidiary of the
Company to render such services.

                  (j)   "Director" means a member of the Board.

                  (k)   "Employee" means any person, including an Officer or
Director, who is an employee (as defined in accordance with Section 3401(c) of
the Code) of the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute
or contract. Neither service as a Director nor payment of a director's fee by
the Company shall be sufficient, by itself, to constitute "employment" by the
Company.

                  (l)   "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  (m)   "Fair Market Value" means, as of any date, the value of
a share of Common Stock determined as follows:

                        (i)   If the Common Stock is listed on any established
stock exchange or a national market system, including, without limitation, the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for a share of such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or
system for the last market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable;

                        (ii)  If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for a
share of the Common Stock on the last market trading day prior to the day of
determination; or

                        (iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.

                  (n)   "Holder" means a person who has been granted or awarded
an Option or Stock Purchase Right or who holds Shares acquired pursuant to the
exercise of an Option or Stock Purchase Right.

                  (o)   "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and which is designated as an Incentive Stock Option by the Administrator.

                  (p)   "Independent Director" means a Director who is not an
Employee of the Company.

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                  (q)   "Non-Qualified Stock Option" means an Option (or portion
thereof) that is not designated as an Incentive Stock Option by the
Administrator, or which is designated as an Incentive Stock Option by the
Administrator but fails to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

                  (r)   "Officer" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

                  (s)   "Option" means a stock option granted pursuant to the
Plan.

                  (t)   "Option Agreement" means a written agreement between the
Company and a Holder evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.

                  (u)   "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (v)   "Plan" means the Interchange Corporation 2004 Equity
Incentive Plan.

                  (w)   "Public Trading Date" means the first date upon which
Common Stock of the Company is listed (or approved for listing) upon notice of
issuance on any securities exchange or designated (or approved for designation)
upon notice of issuance as a national market security on an interdealer
quotation system.

                  (x)   "Restricted Stock" means Shares acquired pursuant to the
exercise of an unvested Option in accordance with Section 10(h) below or
pursuant to a Stock Purchase Right granted under Section 13 below.

                  (y)   "Rule 16b-3" means that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended from time to time.

                  (z)   "Section 16(b)" means Section 16(b) of the Exchange Act.

                  (aa)  "Securities Act" means the Securities Act of 1933, as
amended.

                  (bb)  "Service Provider" means an Employee, Director or
Consultant.

                  (cc)  "Share" means a share of Common Stock, as adjusted in
accordance with Section 14 below.

                  (dd)  "Stock Purchase Right" means a right to purchase Common
Stock pursuant to Section 13 below.

                  (ee)  "Subsidiary" means a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 424(f) of the Code.

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      3.    Stock Subject to the Plan. Subject to the provisions of Section 14
of the Plan, the shares of stock subject to Options or Stock Purchase Rights
shall be Common Stock, initially shares of the Company's Common Stock, par value
$.00001 per share. Subject to the provisions of Section 14 of the Plan, the
maximum aggregate number of Shares which may be issued upon exercise of such
Options or Stock Purchase Rights is 600,000 Shares. Shares issued upon exercise
of Options or Stock Purchase Rights may be authorized but unissued, or
reacquired Common Stock. Subject to the limitations of this Section 3, if an
Option or Stock Purchase Right expires or becomes unexercisable without having
been exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). Subject to the limitations of this Section 3, shares which are
delivered by the Holder or withheld by the Company upon the exercise of an
Option or Stock Purchase Right under the Plan, in payment of the exercise price
thereof or tax withholding thereon, may again be optioned, granted or awarded
hereunder. If Shares of Restricted Stock are repurchased by the Company at their
original purchase price, such Shares shall become available for future grant
under the Plan. Notwithstanding the provisions of this Section 3, no Shares may
again be optioned, granted or awarded if such action would cause an Incentive
Stock Option to fail to qualify as an Incentive Stock Option under Code Section
422.

      4.    Administration of the Plan.

                  (a)   Administrator. Unless and until the Board delegates
administration to a Committee as set forth below, the Plan shall be administered
by the Board. The Board may delegate administration of the Plan to a Committee
or Committees of one or more members of the Board, and the term "Committee"
shall apply to any person or persons to whom such authority has been delegated.
If administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. Notwithstanding the
foregoing, however, from and after the Public Trading Date, a Committee of the
Board shall administer the Plan and the Committee shall consist solely of two or
more Independent Directors each of whom is both an "outside director," within
the meaning of Section 162(m) of the Code, and a "non-employee director" within
the meaning of Rule 16b-3. Within the scope of such authority, the Board or the
Committee may (i) delegate to a committee of one or more members of the Board
who are not Independent Directors the authority to grant awards under the Plan
to eligible persons who are either (1) not then "covered employees," within the
meaning of Section 162(m) of the Code and are not expected to be "covered
employees" at the time of recognition of income resulting from such award or (2)
not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code and/or (ii) delegate to a committee of one or more members of
the Board who are not "non-employee directors," within the meaning of Rule
16b-3, the authority to grant awards under the Plan to eligible persons who are
not then subject to Section 16 of the Exchange Act. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may only be filled by the Board.
Notwithstanding the foregoing, the full Board, acting by a majority of its
members in

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office, shall conduct the general administration of the Plan with respect to
Options granted to Independent Directors.

                  (b)   Powers of the Administrator. Subject to the provisions
of the Plan and the specific duties delegated by the Board to such Committee,
and subject to the approval of any relevant authorities, the Administrator shall
have the authority in its discretion:

                        (i)   to determine the Fair Market Value;

                        (ii)  to select the Service Providers to whom Options
and Stock Purchase Rights may from time to time be granted hereunder;

                        (iii) to determine the number of Shares to be covered by
each such award granted hereunder;

                        (iv)  to approve forms of agreement for use under the
Plan;

                        (v)   to determine the terms and conditions of any
Option or Stock Purchase Right granted hereunder (such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Options or Stock Purchase Rights may vest or be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Stock
Purchase Right or the Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine);

                        (vi)  to determine whether to offer to buyout a
previously granted Option as provided in subsection 10(i) and to determine the
terms and conditions of such offer and buyout (including whether payment is to
be made in cash or Shares);

                        (vii) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

                        (viii) to allow Holders to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or Stock Purchase Right that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld
based on the statutory withholding rates for federal and state tax purposes that
apply to supplemental taxable income. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by Holders to have Shares withheld for this
purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;

                        (ix)  to amend the Plan or any Option or Stock Purchase
Right granted under the Plan as provided in Section 16; and

                        (x)   to construe and interpret the terms of the Plan
and awards granted pursuant to the Plan and to exercise such powers and perform
such acts as the Administrator

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deems necessary or desirable to promote the best interests of the Company which
are not in conflict with the provisions of the Plan.

                  (c)   Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Holders.

      5.    Eligibility. Non-Qualified Stock Options and Stock Purchase Rights
may be granted to Service Providers. Incentive Stock Options may be granted only
to Employees. If otherwise eligible, a Service Provider who has been granted an
Option or Stock Purchase Right may be granted additional Options or Stock
Purchase Rights.

      6.    Limitations.

                  (a)   Each Option shall be designated by the Administrator in
the Option Agreement as either an Incentive Stock Option or a Non-Qualified
Stock Option. However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of Shares subject to a Holder's Incentive Stock
Options and other incentive stock options granted by the Company, any Parent or
Subsidiary, which become exercisable for the first time during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such excess Options or other options shall be treated as Non-Qualified Stock
Options.

                  For purposes of this Section 6(a), Incentive Stock Options
shall be taken into account in the order in which they were granted, and the
Fair Market Value of the Shares shall be determined as of the time of grant.

                  (b)   Neither the Plan, any Option nor any Stock Purchase
Right shall confer upon a Holder any right with respect to continuing the
Holder's employment or consulting relationship with the Company, nor shall they
interfere in any way with the Holder's right or the Company's right to terminate
such employment or consulting relationship at any time, with or without cause.

                  (c)   No Service Provider shall be granted, in any calendar
year, Options or Stock Purchase Rights to purchase more than 250,000 Shares
(subject to adjustment as provided in Section 14 hereof); provided, however,
that the foregoing limitation shall not apply prior to the Public Trading Date
and, following the Public Trading Date, the foregoing limitation shall not apply
until the earliest of: (i) the first material modification of the Plan
(including any increase in the number of shares reserved for issuance under the
Plan in accordance with Section 3); (ii) the issuance of all of the shares of
Common Stock reserved for issuance under the Plan; (iii) the expiration of the
Plan; (iv) the first meeting of stockholders at which Directors of the Company
are to be elected that occurs after the close of the third calendar year
following the calendar year in which occurred the first registration of an
equity security of the Company under Section 12 of the Exchange Act; or (v) such
other date required by Section 162(m) of the Code and the rules and regulations
promulgated thereunder. The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 14. For purposes of this Section 6(c), if an Option is
canceled in the same calendar year it was granted (other than in connection with
a transaction described in Section 14), the canceled Option will be counted
against the limit set forth in this Section 6(c). For this purpose, if the

<PAGE>

exercise price of an Option is reduced, the transaction shall be treated as a
cancellation of the Option and the grant of a new Option.

      7.    Term of Plan. The Plan shall become effective upon its initial
adoption by the Board and shall continue in effect until it is terminated under
Section 16 of the Plan. No Options or Stock Purchase Rights may be issued under
the Plan after the tenth (10th) anniversary of the earlier of (i) the date upon
which the Plan is adopted by the Board or (ii) the date the Plan is approved by
the stockholders.

      8.    Term of Option. The term of each Option shall be stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. In the case of an Incentive Stock
Option granted to a Holder who, at the time the Option is granted, owns (or is
treated as owning under Code Section 424) stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Option shall be five (5) years from the
date of grant or such shorter term as may be provided in the Option Agreement.

      9.    Option Exercise Price and Consideration.

                  (a)   The per share exercise price for the Shares to be issued
upon exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:

                        (i)   In the case of an Incentive Stock Option

                              (A)   granted to an Employee who, at the time of
grant of such Option, owns (or is treated as owning under Code Section 424)
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than one hundred ten percent (110%) of the Fair
Market Value per Share on the date of grant.

                              (B)   granted to any other Employee, the per Share
exercise price shall be no less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant.

                        (ii)  In the case of a Non-Qualified Stock Option

                              (A)   granted to a Service Provider who, at the
time of grant of such Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the exercise price shall be no less than one hundred ten percent
(110%) of the Fair Market Value per Share on the date of the grant.

                              (B)   granted to any other Service Provider, the
per Share exercise price shall be no less than eighty-five percent (85%) of the
Fair Market Value per Share on the date of grant.

<PAGE>

                        (iii) Notwithstanding the foregoing, Options may be
granted with a per Share exercise price other than as required above pursuant to
a merger or other corporate transaction.

                  (b)   The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant). Such consideration may consist of (1) cash,
(2) check, (3) with the consent of the Administrator, a full recourse promissory
note bearing interest (at no less than such rate as shall then preclude the
imputation of interest under the Code) and payable upon such terms as may be
prescribed by the Administrator, (4) with the consent of the Administrator,
other Shares which (x) in the case of Shares acquired from the Company, have
been owned by the Holder for more than six (6) months on the date of surrender,
and (y) have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which such Option shall be exercised, (5)
with the consent of the Administrator, surrendered Shares then issuable upon
exercise of the Option having a Fair Market Value on the date of exercise equal
to the aggregate exercise price of the Option or exercised portion thereof, (6)
property of any kind which constitutes good and valuable consideration, (7) with
the consent of the Administrator, delivery of a notice that the Holder has
placed a market sell order with a broker with respect to Shares then issuable
upon exercise of the Options and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price, provided, that payment of such
proceeds is then made to the Company upon settlement of such sale, or (8) with
the consent of the Administrator, any combination of the foregoing methods of
payment. Notwithstanding the foregoing, (i) in no event shall any loan that is
prohibited by the Sarbanes-Oxley Act of 2002 be permitted under the Plan and
(ii) any loan that is made hereunder at any time which is then not prohibited by
the Sarbanes-Oxley Act of 2002 shall become due and payable immediately before
the loan would be prohibited by the Sarbanes-Oxley Act of 2002.

      10.   Exercise of Option.

                  (a)   Vesting; Fractional Exercises. Except as provided in
Section 14, Options granted hereunder shall be vested and exercisable according
to the terms hereof at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement; provided, however, that to
the extent required by applicable securities laws, except with regard to Options
granted to Officers, Directors or Consultants, in no event shall an Option
granted hereunder become vested and exercisable at a rate of less than twenty
percent (20%) per year over five (5) years from the date the Option is granted,
subject to reasonable conditions, such as continuing to be a Service Provider.
An Option may not be exercised for a fraction of a Share.

                  (b)   Deliveries upon Exercise. All or a portion of an
exercisable Option shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company or his or her office:

                        (i)   A written or electronic notice complying with the
applicable rules established by the Administrator stating that the Option, or a
portion thereof, is exercised. The notice shall be signed by the Holder or other
person then entitled to exercise the Option or such portion of the Option;

<PAGE>

                        (ii)  Such representations and documents as the
Administrator, in its absolute discretion, deems necessary or advisable to
effect compliance with Applicable Laws. The Administrator may, in its absolute
discretion, also take whatever additional actions it deems appropriate to effect
such compliance, including, without limitation, placing legends on share
certificates and issuing stop transfer notices to agents and registrars;

                        (iii) Upon the exercise of all or a portion of an
unvested Option pursuant to Section 10(h), a Restricted Stock purchase agreement
in a form determined by the Administrator and signed by the Holder or other
person then entitled to exercise the Option or such portion of the Option; and

                        (iv)  In the event that the Option shall be exercised
pursuant to Section 10(f) by any person or persons other than the Holder,
appropriate proof of the right of such person or persons to exercise the Option.

                  (c)   Conditions to Delivery of Share Certificates. The
Company shall not be required to issue or deliver any certificate or
certificates for Shares purchased upon the exercise of any Option or portion
thereof prior to fulfillment of all of the following conditions:

                        (i)   The admission of such Shares to listing on all
stock exchanges on which such class of stock is then listed;

                        (ii)  The completion of any registration or other
qualification of such Shares under any state or federal law, or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body which the Administrator shall, in its absolute
discretion, deem necessary or advisable;

                        (iii) The obtaining of any approval or other clearance
from any state or federal governmental agency which the Administrator shall, in
its absolute discretion, determine to be necessary or advisable;

                        (iv)  The lapse of such reasonable period of time
following the exercise of the Option as the Administrator may establish from
time to time for reasons of administrative convenience; and

                        (v)   The receipt by the Company of full payment for
such Shares, including payment of any applicable withholding tax, which in the
discretion of the Administrator may be in the form of consideration used by the
Holder to pay for such Shares under Section 9(b).

                  (d)   Termination of Relationship as a Service Provider. If a
Holder ceases to be a Service Provider other than by reason of a termination by
the Company for cause or the Holder's disability or death, such Holder may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of
termination; provided, however, that prior to the Public Trading Date, such
period of time shall not be less than the lesser of (i) thirty (30) days or (ii)
the expiration of the term of the Option as set forth in the Option Agreement.
In the absence of a specified time in the Option Agreement, the Option shall
remain exercisable for three (3) months following the Holder's termination. If,

<PAGE>

on the date of termination, the Holder is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option immediately
cease to be issuable under the Option and shall again become available for
issuance under the Plan. If, after termination, the Holder does not exercise his
or her Option within the time period specified herein, the Option shall
terminate, and the Shares covered by such Option shall again become available
for issuance under the Plan.

                  (e)   Disability of Holder. If a Holder ceases to be a Service
Provider as a result of the Holder's disability, the Holder may exercise his or
her Option within such period of time as is specified in the Option Agreement to
the extent the Option is vested on the date of termination; provided, however,
that prior to the Public Trading Date, such period of time shall not be less
than the lesser of (i) six (6) months or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for twelve (12)
months following the Holder's termination. If such disability is not a
"disability" as such term is defined in Section 22(e)(3) of the Code, in the
case of an Incentive Stock Option such Incentive Stock Option shall
automatically cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Non-Qualified Stock Option from and after the day
which is three (3) months and one (1) day following such termination. If, on the
date of termination, the Holder is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately cease
to be issuable under the Option and shall again become available for issuance
under the Plan. If, after termination, the Holder does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall again become available for issuance under
the Plan.

                  (f)   Death of Holder. If a Holder dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option Agreement to the extent that the Option is vested on the date of
death; provided, however, that prior to the Public Trading Date, such period of
time shall not be less than the lesser of (i) six (6) months or (ii) the
expiration of the term of the Option as set forth in the Option Agreement, by
the Holder's estate or by a person who acquires the right to exercise the Option
by bequest or inheritance, but only to the extent that the Option is vested on
the date of death. In the absence of a specified time in the Option Agreement,
the Option shall remain exercisable for twelve (12) months following the
Holder's termination. If, at the time of death, the Holder is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall immediately cease to be issuable under the Option and shall again
become available for issuance under the Plan. The Option may be exercised by the
executor or administrator of the Holder's estate or, if none, by the person(s)
entitled to exercise the Option under the Holder's will or the laws of descent
or distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
again become available for issuance under the Plan.

                  (g)   Regulatory Extension. A Holder's Option Agreement may
provide that if the exercise of the Option following the termination of the
Holder's status as a Service Provider (other than upon the Holder's death or
Disability) would be prohibited at any time solely because the issuance of
shares would violate the registration requirements under the Securities Act,
then the Option shall terminate on the earlier of (i) the expiration of the term
of the Option set forth in

<PAGE>

Section 8 or (ii) the expiration of a period of three (3) months after the
termination of the Holder's status as a Service Provider during which the
exercise of the Option would not be in violation of such registration
requirements.

                  (h)   Early Exercisability. The Administrator may provide in
the terms of a Holder's Option Agreement that the Holder may, at any time before
the Holder's status as a Service Provider terminates, exercise the Option in
whole or in part prior to the full vesting of the Option; provided, however,
that subject to Section 21, Shares acquired upon exercise of an Option which has
not fully vested may be subject to any forfeiture, transfer or other
restrictions as the Administrator may determine in its sole and absolute
discretion.

                  (i)   Buyout Provisions. The Administrator may at any time
offer to buyout for a payment in cash or Shares, an Option previously granted,
based on such terms and conditions as the Administrator shall establish and
communicate to the Holder at the time that such offer is made.

      11.   Non-Transferability of Options and Stock Purchase Rights. Options
and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the Holder,
only by the Holder.

      12.   No Rights as Stockholders. Holders shall not be, nor have any of the
rights or privileges of, stockholders of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to such
Holders.

      13.   Stock Purchase Rights.

                  (a)   Rights to Purchase. Stock Purchase Rights may be issued
either alone, in addition to, or in tandem with Options granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing of the terms, conditions and restrictions related to the
offer, including the number of Shares that such person shall be entitled to
purchase, the price to be paid, and the time within which such person must
accept such offer; provided, however, that to the extent required to comply with
applicable securities laws, the purchase price of such Shares shall be no less
than the purchase price requirements set forth in Section 260.140.42 of Title 10
of the California Code of Regulations. The offer shall be accepted by execution
of a Restricted Stock purchase agreement in the form determined by the
Administrator.

                  (b)   Repurchase Right. Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant the Company the
right to repurchase Shares acquired upon exercise of a Stock Purchase Right upon
the termination of the purchaser's status as a Service Provider for any reason.
Subject to Section 21, the purchase price for Shares repurchased by the Company
pursuant to such repurchase right and the rate at with such repurchase right
shall lapse shall be determined by the Administrator in its sole discretion, and
shall be set forth in the Restricted Stock purchase agreement.

<PAGE>

                  (c)   Other Provisions. The Restricted Stock purchase
agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Administrator in its sole
discretion.

                  (d)   Rights as a Stockholder. Once the Stock Purchase Right
is exercised, the purchaser shall have rights equivalent to those of a
stockholder and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date the Stock Purchase Right is exercised, except as provided in Section
14 of the Plan.

      14.   Adjustments upon Changes in Capitalization, Merger or Asset Sale.

                  (a)   In the event that the Administrator determines that any
dividend or other distribution (whether in the form of cash, Common Stock, other
securities, or other property), recapitalization, reclassification, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange
or other disposition of all or substantially all of the assets of the Company,
or exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event, in the Administrator's
sole discretion, affects the Common Stock such that an adjustment is determined
by the Administrator to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended by the Company to be
made available under the Plan or with respect to any Option, Stock Purchase
Right or Restricted Stock, then the Administrator shall, in such manner as it
may deem equitable, adjust any or all of:

                        (i)   the number and kind of shares of Common Stock (or
other securities or property) with respect to which Options or Stock Purchase
Rights may be granted or awarded (including, but not limited to, adjustments of
the limitations in Section 3 on the maximum number and kind of shares which may
be issued and adjustments of the maximum number of Shares that may be purchased
by any Holder in any calendar year pursuant to Section 6(c));

                        (ii)  the number and kind of shares of Common Stock (or
other securities or property) subject to outstanding Options, Stock Purchase
Rights or Restricted Stock; and

                        (iii) the grant or exercise price with respect to any
Option or Stock Purchase Right.

                  (b)   In the event of any transaction or event described in
Section 14(a), the Administrator, in its sole and absolute discretion, and on
such terms and conditions as it deems appropriate, either by the terms of the
Option, Stock Purchase Right or Restricted Stock or by action taken prior to the
occurrence of such transaction or event and either automatically or upon the
Holder's request, is hereby authorized to take any one or more of the following
actions whenever the Administrator determines that such action is appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended by the Company to be made

<PAGE>

available under the Plan or with respect to any Option, Stock Purchase Right or
Restricted Stock granted or issued under the Plan or to facilitate such
transaction or event:

                        (i)   To provide for either the purchase of any such
Option, Stock Purchase Right or Restricted Stock for an amount of cash equal to
the amount that could have been obtained upon the exercise of such Option or
Stock Purchase Right or realization of the Holder's rights had such Option,
Stock Purchase Right or Restricted Stock been currently exercisable or payable
or fully vested or the replacement of such Option, Stock Purchase Right or
Restricted Stock with other rights or property selected by the Administrator in
its sole discretion;

                        (ii)  To provide that such Option or Stock Purchase
Right shall be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Option or Stock
Purchase Right;

                        (iii) To provide that such Option, Stock Purchase Right
or Restricted Stock be assumed by the successor or survivor corporation or
entity, or a parent or subsidiary thereof, or shall be substituted for by
similar options, rights or awards covering the stock of the successor or
survivor corporation or entity, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices;

                        (iv)  To make adjustments in the number and type of
shares of Common Stock (or other securities or property) subject to outstanding
Options, Restricted Stock or Stock Purchase Rights, and/or in the terms and
conditions of (including the grant or exercise price), and the criteria included
in, outstanding Options, Stock Purchase Rights or Restricted Stock or Options,
Stock Purchase Rights or Restricted Stock which may be granted in the future;
and

                        (v)   To provide that immediately upon the consummation
of such event, such Option or Stock Purchase Right shall not be exercisable and
shall terminate; provided, that for a specified period of time prior to such
event, such Option or Stock Purchase Right shall be exercisable as to all Shares
covered thereby, and the restrictions imposed under an Option Agreement or
Restricted Stock purchase agreement upon some or all Shares may be terminated
and, in the case of Restricted Stock, some or all shares of such Restricted
Stock may cease to be subject to repurchase, notwithstanding anything to the
contrary in the Plan or the provisions of such Option, Stock Purchase Right or
Restricted Stock purchase agreement.

                  (c)   Subject to Section 3, the Administrator may, in its
discretion, include such further provisions and limitations in any Option, Stock
Purchase Right or Restricted Stock agreement or certificate, as it may deem
equitable and in the best interests of the Company.

                  (d)   If the Company undergoes an Acquisition, then any
surviving corporation or entity or acquiring corporation or entity, or affiliate
of such corporation or entity, may assume any Options, Stock Purchase Rights or
Restricted Stock outstanding under the Plan or may substitute similar stock
awards (including an award to acquire the same consideration paid to the
stockholders in the transaction described in this subsection 14(d)) for those
outstanding under the Plan. In the event any surviving corporation or entity or
acquiring corporation or entity in an Acquisition, or affiliate of such
corporation or entity, does not assume such Options, Stock Purchase Rights or
Restricted Stock or does not substitute similar stock awards for those
outstanding under the Plan, then with respect to (i) Options, Stock

<PAGE>

Purchase Rights or Restricted Stock held by participants in the Plan whose
status as a Service Provider has not terminated prior to such event, the vesting
of such Options, Stock Purchase Rights or Restricted Stock (and, if applicable,
the time during which such awards may be exercised) shall be accelerated and
made fully exercisable and all restrictions thereon shall lapse immediately
prior to the closing of the Acquisition (and the Options or Stock Purchase
Rights terminated if not exercised prior to the closing of such Acquisition),
and (ii) any other Options or Stock Purchase Rights outstanding under the Plan,
such Options or Stock Purchase rights shall be terminated if not exercised prior
to or as party of the closing of the Acquisition.

                  (e)   The existence of the Plan, any Option Agreement or
Restricted Stock purchase agreement and the Options or Stock Purchase Rights
granted hereunder shall not affect or restrict in any way the right or power of
the Company or the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of
bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

      15.   Time of Granting Options and Stock Purchase Rights. The date of
grant of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator. Notice
of the determination shall be given to each Service Provider to whom an Option
or Stock Purchase Right is so granted within a reasonable time after the date of
such grant.

      16.   Amendment and Termination of the Plan.

                  (a)   Amendment and Termination. The Board may at any time
wholly or partially amend, alter, suspend or terminate the Plan.

                  (b)   Stockholder Approval. The Board shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws. However, without approval of the Company's stockholders
given within twelve (12) months before or after the action by the Board, no
action of the Board may, except as provided in Section 14 hereof, increase the
limits imposed in Section 3 hereof on the maximum number of Shares which may be
issued under the Plan or extend the term of the Plan under Section 7 hereof.

                  (c)   Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Holder, unless mutually agreed otherwise between the Holder and the
Administrator, which agreement must be in writing and signed by the Holder and
the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Options,

<PAGE>

Stock Purchase Rights or Restricted Stock granted or awarded under the Plan
prior to the date of such termination.

      17.   Stockholder Approval. The Plan shall be submitted for the approval
of the Company's stockholders within twelve (12) months after the date of the
Board's initial adoption of the Plan. Options, Stock Purchase Rights or
Restricted Stock may be granted or awarded prior to such stockholder approval,
provided that such Options, Stock Purchase Rights and Restricted Stock shall not
be exercisable, shall not vest and the restrictions thereon shall not lapse
prior to the time when the Plan is approved by the stockholders, and provided
further that if such approval has not been obtained at the end of said
twelve-month period, all Options, Stock Purchase Rights and Restricted Stock
previously granted or awarded under the Plan shall thereupon be canceled and
become null and void.

      18.   Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

      19.   Reservation of Shares. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

      20.   Information to Holders and Purchasers. Prior to the Public Trading
Date and to the extent required by Section 260.140.46 of Title 10 of the
California Code of Regulations, the Company shall provide to each Holder and to
each individual who acquires Shares pursuant to the Plan, not less frequently
than annually during the period such Holder or purchaser has one or more Options
or Stock Purchase Rights outstanding, and, in the case of an individual who
acquires Shares pursuant to the Plan, during the period such individual owns
such Shares, copies of annual financial statements. Notwithstanding the
preceding sentence, the Company shall not be required to provide such statements
to key employees whose duties in connection with the Company assure their access
to equivalent information.

      21.   Repurchase Provisions. The Administrator in its discretion may
provide that the Company may repurchase Shares acquired upon exercise of an
Option or Stock Purchase Right upon a Holder's termination as a Service
Provider; provided, however that any such repurchase right shall be set forth in
the applicable Option Agreement or Restricted Stock purchase agreement or in
another agreement referred to in such agreement; and, provided further, that to
the extent required by Section 260.140.41 and Section 260.140.42 of Title 10 of
the California Code of Regulations, any such repurchase right set forth in an
Option or Stock Purchase Right granted prior to the Public Trading Date to a
person who is not an Officer, Director or Consultant shall be upon the following
terms: (i) if the repurchase option gives the Company the right to repurchase
the shares upon termination as a Service Provider at not less than the Fair
Market Value of the shares to be purchased on the date of termination of status
as a Service Provider, then (A) the right to repurchase shall be exercised for
cash or cancellation of purchase money indebtedness for the shares within ninety
(90) days of termination of status as a Service Provider (or in the case of
shares issued upon exercise of Options or Stock Purchase Rights after such date

<PAGE>

of termination, within ninety (90) days after the date of the exercise) and (B)
the right terminates when the shares become publicly traded; and (ii) if the
repurchase option gives the Company the right to repurchase the Shares upon
termination as a Service Provider at the original purchase price for such
Shares, then (A) the right to repurchase at the original purchase price shall
lapse at the rate of at least twenty percent (20%) of the shares per year over
five (5) years from the date the Option or Stock Purchase Right is granted
(without respect to the date the Option or Stock Purchase Right was exercised or
became exercisable) and (B) the right to repurchase shall be exercised for cash
or cancellation of purchase money indebtedness for the shares within ninety (90)
days of termination of status as a Service Provider (or, in the case of shares
issued upon exercise of Options or Stock Purchase Rights, after such date
of termination, within ninety (90) days after the date of the exercise) or such
longer period as may be agreed to by the Company and the Plan participant.

      22.   Investment Intent. The Company may require a Plan participant, as a
condition to the grant, exercise or acquisition of stock under any Option or
Stock Purchase Right, (i) to give written representations satisfactory to the
Company as to the participant's knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced in financial
and business matters and that he or she is capable of evaluating, alone or
together with the purchaser representative, the merits and risks of exercising
the Option or Stock Purchase Right; (ii) to give written representations
satisfactory to the Company stating that the participant is acquiring the stock
subject to the Option or Stock Purchase Right for the participant's own account
and not with any present intention of selling or otherwise distributing the
stock; and (iii) to give such other written representations as are deemed
necessary or appropriate by the Company and its counsel. The foregoing
requirements, and any representations given pursuant to such requirements, shall
be inoperative if (A) the issuance of the shares upon the exercise or
acquisition of stock under the applicable Option or Stock Purchase Right has
been registered under a then currently effective registration statement under
the Securities Act or (B) as to any particular requirement, a determination is
made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, upon
advice of counsel to the Company, place legends on stock certificates issued
under the Plan as such counsel deems necessary or appropriate in order to comply
with applicable securities laws, including, but not limited to, legends
restricting the transfer of the stock.

      23.   Governing Law. The validity and enforceability of this Plan shall be
governed by and construed in accordance with the laws of the State of California
without regard to otherwise governing principles of conflicts of law.

      24.   Restrictions on Shares. Shares purchased upon the exercise of an
Option or Stock Purchase Right shall be subject to such terms and conditions as
the Administrator shall determine in its sole discretion, including, without
limitation, restrictions on the transferability of Shares, the right of the
Company to repurchase Shares, the right of the Company to require that Shares be
transferred in the event of certain transactions, a right of first refusal in
favor of the Company with respect to permitted transfers of Shares, tag-along
rights and bring-along rights. Such terms and conditions may, in the
Administrator's sole discretion, be contained in the applicable Option
Agreement, Restricted Stock purchase agreement, exercise notice or in such other
agreement as

<PAGE>

the Administrator shall determine, in each case in a form determined by the
Administrator in its sole discretion. The issuance of such Shares shall be
conditioned on the Holder's consent to such terms and conditions or the Holder's
entering into such agreement or agreements.

      25.   Severability. If any provision of this Plan shall be held to be
illegal, invalid or unenforceable under any applicable law, then such
contravention or invalidity shall not invalidate the entire Plan and the
remainder of the provisions shall remain in full force and effect and in no way
shall be affected, impaired or invalidated. Such defective provision shall be
deemed to be modified to the extent necessary to render it legal, valid and
enforceable, and if no such modification shall render it legal, valid and
enforceable, then this Plan shall be construed as if not containing the
provision held to be invalid.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                                  * * * * * * *

                  I hereby certify that the Plan was duly adopted by the Board
of Directors of Interchange Corporation on August 25, 2004.

                  Executed at Irvine, California on this 25th day of August,
2004.

                                    Name: /s/ Douglas S. Norman
                                          ----------------------
                                    Title: Chief Financial Officer and Secretary

                                      * * *

                  I hereby certify that the foregoing Plan was approved by the
stockholders of Interchange Corporation on September 9, 2004.

                  Executed at Irvine, California on this 9th day of September,
2004.

                                                           /s/ Douglas S. Norman
                                                           ---------------------
                                                           Secretary