DRINKS
      AMERICAS HOLDINGS, LTD.

    


    2007
      STOCK INCENTIVE PLAN

    

      
        	
                1.

              	
                Purposes
                  of the Plan.

              


      

    

    


    The
      purposes of this Stock Incentive Plan are to attract and retain the best
      available personnel, to provide additional incentive to Employees, Directors
      and
      Consultants and to promote the success of the Company’s business.

    

      
        	
                2.

              	
                Definitions.

              


      

    

     

    As
      used
      herein, the following definitions shall apply:

    


    (a) “Administrator”
      means the Board or any Committee appointed to administer the Plan.

    


    (b) “Affiliate”
      and “Associate” shall have the respective meanings ascribed to such terms in
      Rule 12b-2 promulgated under the Exchange Act.

    


    (c) “Applicable
      Laws” means the legal requirements relating to the administration of stock
      incentive plans, if any, under applicable provisions of federal securities
      laws,
      state corporate and securities laws, the Code, the rules of any applicable
      stock
      exchange or national market system, and the rules of any foreign jurisdiction
      applicable to Awards granted to residents therein.

    


    (d) “Award”
      means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock,
      Performance Unit, Performance Share, Common Stock, or other right or benefit
      under the Plan.

    


    (e) “Award
      Agreement” means the written agreement evidencing the grant of an Award executed
      by the Company and the Grantee, including any amendments thereto.

    


    (f) “Board”
      means the Board of Directors of the Company.

    


    (g) “Cause”
      means, with respect to the termination by the Company or a Related Entity of
      the
      Grantee’s Continuous Service, that such termination is for “Cause” as such term
      is expressly defined in a then-effective written agreement between the Grantee
      and the Company or such Related Entity, or in the absence of such then-effective
      written agreement and definition, is based on, in the determination of the
      Administrator, the Grantee’s:

    


    (i) refusal
      or failure to act in accordance with any specific, lawful direction or order
      of
      the Company or a Related Entity;

    


    (ii) unfitness
      or unavailability for service or unsatisfactory performance (other than as
      a
      result of Disability);

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    (iii) performance
      of any act or failure to perform any act, in bad faith and to the detriment
      of
      the Company or a Related Entity;

     

    (iv) dishonesty,
      intentional misconduct or material breach of any agreement with the Company
      or a
      Related Entity; or

    


    (v) commission
      of a crime involving dishonesty, breach of trust, or physical or emotional
      harm
      to any person.

    


    (h) “Code”
      means the Internal Revenue Code of 1986, as amended.

    


    (i) “Committee”
      means any committee appointed by the Board to administer the Plan.

    


    (j) “Common
      Stock” means the common stock of the Company.

    


    (k) “Company”
      means Drinks Americas Holdings, Ltd., a Delaware corporation.

    


    (l) “Consultant”
      means any person (other than an Employee or a Director, solely with respect
      to
      rendering services in such person’s capacity as a Director) who is engaged by
      the Company or any Related Entity to render consulting or advisory services
      to
      the Company or such Related Entity.

    


    (m) “Continuous
      Service” means that the provision of services to the Company or a Related Entity
      in any capacity of Employee, Director or Consultant, is not interrupted or
      terminated. Continuous Service shall not be considered interrupted in the case
      of (i) any leave of absence approved by the Company or Related Entity,
      (ii) transfers between locations of the Company or among the Company, any
      Related Entity, or any successor, in any capacity of Employee, Director or
      Consultant, or (iii) any change in status as long as the individual remains
      in the service of the Company or a Related Entity in any capacity of Employee,
      Director or Consultant (except as otherwise provided in the Award Agreement).
      For purposes of Incentive Stock Options, no such approved leave of absence
      may
      exceed ninety (90) days, unless re-employment upon expiration of such leave
      is
      guaranteed by statute or contract.

    


    (n) “Corporate
      Transaction” means any of the following transactions:

    


    (i) a
      merger
      or consolidation in which the Company is not the surviving entity, except for
      a
      transaction the principal purpose of which is to change the state in which
      the
      Company is incorporated;

    


    (ii) the
      sale,
      transfer or other disposition of all or substantially all of the assets of
      the
      Company (including the capital stock of the Company’s subsidiary corporations)
      in connection with the complete liquidation or dissolution of the
      Company;

    


    (iii) any
      reverse merger in which the Company is the surviving entity but in which
      securities possessing more than eighty percent (80%) of the total combined
      voting power of the Company’s outstanding securities are transferred to a person
      or persons different from those who held such securities immediately prior
      to
      such merger; or

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (iv) an
      acquisition by any person or related group of persons (other than the Company
      or
      by a Company-sponsored employee benefit plan) of beneficial ownership (within
      the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
      than fifty percent (50%) of the total combined voting power of the Company’s
      outstanding voting securities, but excluding any such transaction that the
      Administrator determines shall not be a Corporate Transaction.

    


    (o) “Director”
      means a member of the Board or the board of directors of any Related
      Entity.

    


    (p) “Disability”
      means that a Grantee is permanently unable to carry out the responsibilities
      and
      functions of the position held by the Grantee by reason of any medically
      determinable physical or mental impairment. A Grantee will not be considered
      to
      have incurred a Disability unless he or she furnishes proof of such impairment
      sufficient to satisfy the Administrator in its discretion.

    


    (q) “Dividend
      Equivalent Right” means a right entitling the Grantee to compensation measured
      by dividends paid with respect to Common Stock.

    


    (r) “Employee”
      means any person, including an Officer or Director, who is an employee of the
      Company or any Related Entity. The payment of a director’s fee by the Company or
      a Related Entity shall not be sufficient to constitute “employment” by the
      Company.

    


    (s) “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

    


    (t) “Fair
      Market Value” means, as of any date, the value of Common Stock determined as
      follows:

    


    (i) Where
      there exists a public market for the Common Stock, the Fair Market Value shall
      be (A) the closing price for a Share for the last market trading day prior
      to
      the time of the determination (or, if no closing price was reported on that
      date, on the last trading date on which a closing price was reported) on the
      stock exchange determined by the Administrator to be the primary market for
      the
      Common Stock or the Nasdaq National Market, whichever is applicable or (B)
      if
      the Common Stock is not traded on any such exchange or national market system,
      the average of the closing bid and asked prices of a share on the Nasdaq Small
      Cap Market for the day prior to the time of the determination (or, if no such
      prices were reported on that date, on the last date on which such prices were
      reported), in each case, as reported in The Wall Street Journal or such other
      source as the Administrator deems reliable; or

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (ii) In
      the
      absence of an established market for the Common Stock of the type described
      in
      subparagraph (i), above, the Fair Market Value shall be determined by the
      Administrator in good faith.

     

    (u) “Grantee”
      means an Employee, Director or Consultant who receives an Award pursuant to
      an
      Award Agreement under the Plan.

    


    (v) “Incentive
      Stock Option” means an Option intended to qualify as an incentive stock option
      within the meaning of Section 422 of the Code.

    


    (w) “Non-Qualified
      Stock Option” means an Option not intended to qualify as an Incentive Stock
      Option.

    


    (x) “Officer”
      means a person who is an officer of the Company or a Related Entity within
      the
      meaning of Section 16 of the Exchange Act and the rules and regulations
      promulgated thereunder.

    


    (y) “Option”
      means an option to purchase Shares pursuant to an Award Agreement granted under
      the Plan.

    


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

    


    (aa) “Performance
      Shares” means Shares or an Award denominated in Shares which may be earned in
      whole or in part upon attainment of performance criteria established by the
      Administrator.

    


    (bb) “Performance
      Units” means an Award which may be earned in whole or in part upon attainment of
      performance criteria established by the Administrator and which may be settled
      for cash, Shares or other securities or a combination of cash, Shares or other
      securities as established by the Administrator.

    


    (cc) “Plan”
      means this 2007 Stock Incentive Plan.

    

      (dd) “Registration
        Date” means the first to occur of:

    

     

    (i) the
      closing of the first sale to the general public of (A) the Common Stock or
      (B)
      the same class of securities of a successor corporation (or its Parent) issued
      pursuant to a Corporate Transaction in exchange for or in substitution of the
      Common Stock, pursuant to a registration statement filed with and declared
      effective by the Securities and Exchange Commission under the Securities Act
      of
      1933, as amended; and

    


    (ii) in
      the
      event of a Corporate Transaction, the date of the consummation of the Corporate
      Transaction if the same class of securities of the successor corporation (or
      its
      Parent) issuable in such Corporate Transaction shall have been sold to the
      general public pursuant to a registration statement filed with and declared
      effective by, on or prior to the date of consummation of such Corporate
      Transaction, the Securities and Exchange Commission under the Securities Act
      of
      1933, as amended.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (ee) “Related
      Entity” means any Parent, Subsidiary and any business, corporation, partnership,
      limited liability company or other entity in which the Company, a Parent or
      a
      Subsidiary holds a substantial ownership interest, directly or
      indirectly.

    


    (ff) “Restricted
      Stock” means Shares issued under the Plan to the Grantee for such consideration,
      if any, and subject to such restrictions on transfer, rights of first refusal,
      repurchase provisions, forfeiture provisions, and other terms and conditions
      as
      established by the Administrator.

    


    (gg) “Rule
      16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor
      thereto.

    


    (hh) “SAR”
      means a stock appreciation right entitling the Grantee to Shares or cash
      compensation, as established by the Administrator, measured by appreciation
      in
      the value of Common Stock.

    


    (ii) “Share”
      means a share of the Common Stock.

    


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

    


    (kk) “Related
      Entity Disposition” means the sale, distribution or other disposition by the
      Company of all or substantially all of the Company’s interests in any Related
      Entity effected by a sale, merger or consolidation or other transaction
      involving that Related Entity or the sale of all or substantially all of the
      assets of that Related Entity.

    

      
        	
                3.

              	
                Stock
                  Subject to the Plan.

              


      

    

    


    (a) Subject
      to the provisions of Section 10, below, the maximum aggregate number of Shares
      which may be issued pursuant to all Awards (including Incentive Stock Options)
      is 7,000,000 Shares. The Shares to be issued pursuant to Awards may be
      authorized, but unissued, or reacquired Common Stock.

    


    (b) Any
      Shares covered by an Award (or portion of an Award) which is forfeited or
      canceled, expires or is settled in cash, shall be deemed not to have been issued
      for purposes of determining the maximum aggregate number of Shares which may
      be
      issued under the Plan. If any unissued Shares are retained by the Company upon
      exercise of an Award in order to satisfy the exercise price for such Award
      or
      any withholding taxes due with respect to such Award, such retained Shares
      subject to such Award shall become available for future issuance under the
      Plan
      (unless the Plan has terminated). Shares that actually have been issued under
      the Plan pursuant to an Award shall not be returned to the Plan and shall not
      become available for future issuance under the Plan, except that if unvested
      Shares are forfeited, or repurchased by the Company at their original purchase
      price, such Shares shall become available for future grant under the
      Plan.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    

      
        	
                4.

              	
                Administration
                  of the Plan.

              


      

    

     

    (a) Plan
      Administrator.

    


    (i) Administration
      with Respect to Directors and Officers.
      With
      respect to grants of Awards to Directors or Employees who are also Officers
      or
      Directors of the Company, the Plan shall be administered by (A) the Board or
      (B)
      a Committee designated by the Board, which Committee shall be constituted in
      such a manner as to satisfy the Applicable Laws and to permit such grants and
      related transactions under the Plan to be exempt from Section 16(b) of the
      Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee
      shall
      continue to serve in its designated capacity until otherwise directed by the
      Board.

    


    (ii) Administration
      With Respect to Consultants and Other Employees.
      With
      respect to grants of Awards to Employees or Consultants who are neither
      Directors nor Officers of the Company, the Plan shall be administered by (A)
      the
      Board or (B) a Committee designated by the Board, which Committee shall be
      constituted in such a manner as to satisfy the Applicable Laws. Once appointed,
      such Committee shall continue to serve in its designated capacity until
      otherwise directed by the Board. The Board may authorize one or more Officers
      to
      grant such Awards and may limit such authority as the Board determines from
      time
      to time. Except for the power to amend the Plan as provided in Section 13 and
      except for determinations regarding Employees who are subject to Section 16
      of
      the Exchange Act or certain key Employees who are, or may become, as determined
      by the Board or the Committee, subject to Section 162(m) of the Code
      compensation deductibility limit, and except as may otherwise be required under
      applicable stock exchange rules, the Board or the Committee may delegate any
      or
      all of its duties, powers and authority under the Plan pursuant to such
      conditions or limitations as the Board of the Committee may establish to any
      Officer or Officers of the Company

    


    (iii) Administration
      Errors.
      In the
      event an Award is granted in a manner inconsistent with the provisions of this
      subsection, such Award shall be presumptively valid as of its grant date to
      the
      extent permitted by Applicable Laws.

    


    (b) Powers
      of the Administrator.
      Subject
      to Applicable Laws and the provisions of the Plan (including any other powers
      given to the Administrator hereunder), and except as otherwise provided by
      the
      Board, the Administrator shall have the authority, in its
      discretion:

    


    (i) to
      select
      the Employees, Directors and Consultants to whom Awards may be granted from
      time
      to time hereunder;

    

      (ii) to
        determine whether and to what extent Awards are granted
        hereunder;

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (iii) to
      determine the number of Shares or the amount of other consideration to be
      covered by each Award granted hereunder;

    


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

    


    (v) to
      determine the terms and conditions of any Award granted hereunder;

     

    (vi) to
      amend
      the terms of any outstanding Award granted under the Plan, provided that any
      amendment that would adversely affect the Grantee’s rights under an outstanding
      Award shall not be made without the Grantee’s written consent;


    (vii) to
      construe and interpret the terms of the Plan and Awards granted pursuant to
      the
      Plan, including without limitation, any notice of Award or Award Agreement,
      granted pursuant to the Plan;

    


    (viii) to
      establish additional terms, conditions, rules or procedures to accommodate
      the
      rules or laws of applicable foreign jurisdictions and to afford Grantees
      favorable treatment under such laws; provided, however, that no Award shall
      be
      granted under any such additional terms, conditions, rules or procedures with
      terms or conditions which are inconsistent with the provisions of the Plan;
      and

    


    (ix) to
      take
      such other action, not inconsistent with the terms of the Plan, as the
      Administrator deems appropriate.

    


    (c) Effect
      of Administrator’s Decision.
      All
      decisions, determinations and interpretations of the Administrator shall be
      conclusive and binding on all persons.

    


    5. 
 Eligibility,
      Awards other than Incentive Stock Options may be granted to Employees, Directors
      and Consultants.
      Incentive Stock Options may be granted only to Employees of the Company, a
      Parent or a Subsidiary. An Employee, Director or Consultant who has been granted
      an Award may, if otherwise eligible, be granted additional Awards. Awards may
      be
      granted to such Employees, Directors or Consultants who are residing in foreign
      jurisdictions as the Administrator may determine from time to time.

    

      
        	
                6.

              	
                Terms
                  and Conditions of Awards.

              


      

    

    


    (a) Type
      of Awards.
      The
      Administrator is authorized under the Plan to award any type of arrangement
      to
      an Employee, Director or Consultant that is not inconsistent with the provisions
      of the Plan and that by its terms involves or might involve the issuance of
      (i) Shares, (ii) an Option, a SAR or similar right with a fixed or
      variable price related to the Fair Market Value of the Shares and with an
      exercise or conversion privilege related to the passage of time, the occurrence
      of one or more events, or the satisfaction of performance criteria or other
      conditions, or (iii) any other security with the value derived from the
      value of the Shares. Such awards include, without limitation, Options, SARs,
      sales or bonuses of Restricted Stock, Dividend Equivalent Rights, Performance
      Units or Performance Shares, and an Award may consist of one such security
      or
      benefit, or two (2) or more of them in any combination or
      alternative.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (b) Designation
      of Award.
      Each
      Award shall be designated in the Award Agreement. In the case of an Option,
      the
      Option shall be designated as either an Incentive Stock Option or a
      Non-Qualified Stock Option. However, notwithstanding such designation, to the
      extent that the aggregate Fair Market Value of Shares subject to Options
      designated as Incentive Stock Options which become exercisable for the first
      time by a Grantee during any calendar year (under all plans of the Company
      or
      any Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent
      of the Shares covered thereby in excess of the foregoing limitation, shall
      be
      treated as Non-Qualified Stock Options. For this purpose, 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 date the
      Option with respect to such Shares is granted.

    


    (c) Conditions
      of Award.
      Subject
      to the terms of the Plan, the Administrator shall determine the provisions,
      terms, and conditions of each Award including, but not limited to, the Award
      vesting schedule, repurchase provisions, rights of first refusal, forfeiture
      provisions, form of payment (cash, Shares, or other consideration) upon
      settlement of the Award, payment contingencies, and satisfaction of any
      performance criteria. The performance criteria established by the Administrator
      may be based on any one of, or combination of, increase in share price, earnings
      per share, total stockholder return, return on equity, return on assets, return
      on investment, net operating income, cash flow, revenue, economic value added,
      personal management objectives, or other measure of performance selected by
      the
      Administrator. Partial achievement of the specified criteria may result in
      a
      payment or vesting corresponding to the degree of achievement as specified
      in
      the Award Agreement.

    


    (d) Acquisitions
      and Other Transactions.
      The
      Administrator may issue Awards under the Plan in settlement, assumption or
      substitution for, outstanding awards or obligations to grant future awards
      in
      connection with the Company or a Related Entity acquiring another entity, an
      interest in another entity or an additional interest in a Related Entity whether
      by merger, stock purchase, asset purchase or other form of
      transaction.

    


    (e) Deferral
      of Award Payment.
      The
      Administrator may establish one or more programs under the Plan to permit
      selected Grantees the opportunity to elect to defer receipt of consideration
      upon exercise of an Award, satisfaction of performance criteria, or other event
      that absent the election would entitle the Grantee to payment or receipt of
      Shares or other consideration under an Award. The Administrator may establish
      the election procedures, the timing of such elections, the mechanisms for
      payments of, and accrual of interest or other earnings, if any, on amounts,
      Shares or other consideration so deferred, and such other terms, conditions,
      rules and procedures that the Administrator deems advisable for the
      administration of any such deferral program.

    


    (f) Award
      Exchange Programs.
      The
      Administrator may establish one or more programs under the Plan to permit
      selected Grantees to exchange an Award under the Plan for one or more other
      types of Awards under the Plan on such terms and conditions as determined by
      the
      Administrator from time to time.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (g) Separate
      Programs.
      The
      Administrator may establish one or more separate programs under the Plan for
      the
      purpose of issuing particular forms of Awards to one or more classes of Grantees
      on such terms and conditions as determined by the Administrator from time to
      time.

    


    (h) Early
      Exercise.
      The
      Award Agreement may, but need not, include a provision whereby the Grantee
      may
      elect at any time while an Employee, Director or Consultant to exercise any
      part
      or all of the Award prior to full vesting of the Award. Any unvested Shares
      received pursuant to such exercise may be subject to a repurchase right in
      favor
      of the Company or a Related Entity or to any other restriction the Administrator
      determines to be appropriate.


    (i) Term
      of Award.
      The
      term of each Award shall be the term stated in the Award Agreement, provided,
      however, that the term of an Incentive Stock Option shall be no more than ten
      (10) years from the date of grant thereof. However, in the case of an Incentive
      Stock Option granted to a Grantee who, at the time the Option is granted, 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 term of the
      Incentive Stock Option shall be five (5) years from the date of grant thereof
      or
      such shorter term as may be provided in the Award Agreement.

    


    (j) Transferability
      of Awards.
      Except
      as otherwise provided in this Section, all Awards under the Plan shall be
      nontransferable and shall not be assignable, alienable, saleable or otherwise
      transferable by the Grantee other than by will or the laws of descent and
      distribution except pursuant to a domestic relations order entered by a court
      of
      competent jurisdiction. Notwithstanding the preceding sentence, the Board or
      the
      Committee may provide that any Award of Non-Qualified Stock Options may be
      transferable by the recipient to family members or family trusts established
      by
      the Grantee. The Board or the Committee may also provide that, in the event
      that
      a Grantee terminates employment with the Company to assume a position with
      a
      governmental, charitable, educational or similar non-profit institution, a
      third
      party, including but not limited to a “blind” trust, may be authorized by the
      Board or the Committee to act on behalf of and for the benefit of the respective
      Grantee with respect to any outstanding Awards. Except as otherwise provided
      in
      this Section, during the life of the Grantee, Awards under the Plan shall be
      exercisable only by him or her except as otherwise determined by the Board
      or
      the Committee. In addition, if so permitted by the Board or the Committee,
      a
      Grantee may designate a beneficiary or beneficiaries to exercise the rights
      of
      the Grantee and receive any distributions under the Plan upon the death of
      the
      Grantee.

    


    (k)  Time
      of Granting Awards.
      The
      date of grant of an Award shall for all purposes be the date on which the
      Administrator makes the determination to grant such Award, or such other date
      as
      is determined by the Administrator. Notice of the grant determination shall
      be
      given to each Employee, Director or Consultant to whom an Award is so granted
      within a reasonable time after the date of such grant.

    

      
        	
                7.

              	
                Award
                  Exercise or Purchase Price, Consideration, Taxes and Reload
                  Options.

              


      

    

    


    (a) Exercise
      or Purchase Price.
      The
      exercise or purchase price, if any, for an Award shall be as
      follows:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (i) In
      the
      case of an Incentive Stock Option: (A) granted to an Employee who, at the
      time of the grant of such Incentive Stock 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 per Share exercise price shall be
      not
      less than one hundred ten percent (110%) of the Fair Market Value per Share
      on
      the date of grant; or (B) granted to any Employee other than an Employee
      described in the preceding clause, the per Share exercise price shall be not
      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, the per Share exercise price shall be
      not
      less than one hundred percent (100%) of the Fair Market Value per Share on
      the
      date of grant unless otherwise determined by the Administrator.

    

      (iii) In
        the
        case of other Awards, such price as is determined by the
        Administrator.

    

     

    (iv) Notwithstanding
      the foregoing provisions of this Section 7(a), in the case of an Award issued
      pursuant to Section 6(d), above, the exercise or purchase price for the Award
      shall be determined in accordance with the principles of Section 424(a) of
      the
      Code.


    (b) Consideration.
      Subject
      to Applicable Laws, the consideration to be paid for the Shares to be issued
      upon exercise or purchase of an Award 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). In addition to any other types of
      consideration the Administrator may determine, the Administrator is authorized
      to accept as consideration for Shares issued under the Plan the following,
      provided that the portion of the consideration equal to the par value of the
      Shares must be paid in cash or other legal consideration permitted by the
      Delaware General Corporation Law:

    


    (i) cash;

    

      (ii) check;

    

     

    (iii) delivery
      of Grantee’s promissory note with such recourse, interest, security, and
      redemption provisions as the Administrator determines is
      appropriate;

    


    (iv) if
      the
      exercise or purchase occurs on or after the Registration Date, surrender of
      Shares or delivery of a properly executed form of attestation of ownership
      of
      Shares as the Administrator may require (including withholding of Shares
      otherwise deliverable upon exercise of the Award) which have a Fair Market
      Value
      on the date of surrender or attestation equal to the aggregate exercise price
      of
      the Shares as to which said Award shall be exercised (but only to the extent
      that such exercise of the Award would not result in an accounting compensation
      charge with respect to the Shares used to pay the exercise price unless
      otherwise determined by the Administrator);

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (v) with
      respect to options, if the exercise occurs on or after the Registration Date,
      payment through a broker-dealer sale and remittance procedure pursuant to which
      the Grantee (A) shall provide written instructions to a Company designated
      brokerage firm to effect the immediate sale of some or all of the purchased
      Shares and remit to the Company, out of the sale proceeds available on the
      settlement date, sufficient funds to cover the aggregate exercise price payable
      for the purchased Shares and (B) shall provide written directives to the Company
      to deliver the certificates for the purchased Shares directly to such brokerage
      firm in order to complete the sale transaction; or

    

      (vi) any
        combination of the foregoing methods of payment.

    

     

    (c) Taxes.
      No
      Shares shall be delivered under the Plan to any Grantee or other person until
      such Grantee or other person has made arrangements acceptable to the
      Administrator for the satisfaction of any foreign, federal, state, or local
      income and employment tax withholding obligations, including, without
      limitation, obligations incident to the receipt of Shares or the disqualifying
      disposition of Shares received on exercise of an Incentive Stock Option. Upon
      exercise of an Award, the Company shall withhold or collect from Grantee an
      amount sufficient to satisfy such tax obligations.


    (d) Reload
      Options.
      In the
      event the exercise price or tax withholding of an Option is satisfied by the
      Company or the Grantee’s employer withholding Shares otherwise deliverable to
      the Grantee, the Administrator may issue the Grantee an additional Option,
      with
      terms identical to the Award Agreement under which the Option was exercised,
      but
      at an exercise price as determined by the Administrator in accordance with
      the
      Plan.

    

      
        	
                8.

              	
                Exercise
                  of Award.

              


      

    

     

    (a) Procedure
      for Exercise; Rights as a Stockholder.

    


    (i) Any
      Award
      granted hereunder shall be exercisable at such times and under such conditions
      as determined by the Administrator under the terms of the Plan and specified
      in
      the Award Agreement.

    


    (ii) An
      Award
      shall be deemed to be exercised upon the later of receipt by the Company of
      written notice of such exercise in accordance with the terms of the Award by
      the
      person entitled to exercise the Award and

    

      (iii) full
        payment for the Shares with respect to which the Award is exercised, including,
        to the extent selected, use of the broker-dealer sale and remittance procedure
        to pay the purchase price as provided in Section 7(b)(v). Until the issuance
        (as
        evidenced by the appropriate entry on the books of the Company or of a duly
        authorized transfer agent of the Company) of the stock certificate evidencing
        such Shares, no right to vote or receive dividends or any other rights as
        a
        stockholder shall exist with respect to Shares subject to an Award,
        notwithstanding the exercise of an Option or other Award. The Company shall
        issue (or cause to be issued) such stock certificate promptly upon exercise
        of
        the Award. No adjustment will be made for a dividend or other right for which
        the record date is prior to the date the stock certificate is issued, except
        as
        provided in the Award Agreement or Section 10, below.

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    

      (b) Exercise
        of Award Following Termination of Continuous Service.

    

     

    (i) An
      Award
      may not be exercised after the termination date of such Award set forth in
      the
      Award Agreement and may be exercised following the termination of a Grantee’s
      Continuous Service only to the extent provided in the Award
      Agreement.

    


    (ii) Where
      the
      Award Agreement permits a Grantee to exercise an Award following the termination
      of the Grantee’s Continuous Service for a specified period, the Award shall
      terminate to the extent not exercised on the last day of the specified period
      or
      the last day of the original term of the Award, whichever occurs
      first.


    (iii) Any
      Award
      designated as an Incentive Stock Option to the extent not exercised within
      the
      time permitted by law for the exercise of Incentive Stock Options following
      the
      termination of a Grantee’s Continuous Service shall convert automatically to a
      Non-Qualified Stock Option and thereafter shall be exercisable as such to the
      extent exercisable by its terms for the period specified in the Award
      Agreement.

    


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

    

      
        	
                9.

              	
                Conditions
                  Upon Issuance of Shares.

              


      

    

     

    (a) Shares
      shall not be issued pursuant to the exercise of an Award unless the exercise
      of
      such Award and the issuance and delivery of such Shares pursuant thereto shall
      comply with all Applicable Laws, and shall be further subject to the approval
      of
      counsel for the Company with respect to such compliance.

    


    (b) As
      a
      condition to the exercise of an Award, the Company may require the person
      exercising such Award to represent and warrant at the time of any such exercise
      that the Shares are being purchased only for investment and without any present
      intention to sell or distribute such Shares if, in the opinion of counsel for
      the Company, such a representation is required by any Applicable
      Laws.

    


    10. 
 Adjustments
      Upon Changes in Capitalization.
      Subject
      to any required action by the stockholders of the Company, the Administrator
      may, in its discretion, proportionately adjust the number of Shares covered
      by
      each outstanding Award, and the number of Shares which have been authorized
      for
      issuance under the Plan but as to which no Awards have yet been granted or
      which
      have been returned to the Plan, the exercise or purchase price of each such
      outstanding Award, as well as any other terms that the Administrator determines
      require adjustment for (a) any increase or decrease in the number of issued
      Shares resulting from a stock split, reverse stock split, stock dividend,
      combination or reclassification of the Shares, (b) any other increase or
      decrease in the number of issued Shares effected without receipt of
      consideration by the Company, or (c) as the Administrator may determine in
      its
      discretion, any other transaction with respect to Common Stock to which Section
      424(a) of the Code applies; provided, however that conversion of any convertible
      securities of the Company shall not be deemed to have been “effected without
      receipt of consideration.” Such adjustment shall be made by the Administrator
      and its determination shall be final, binding and conclusive. Except as the
      Administrator determines, no issuance by the Company of shares of stock of
      any
      class, or securities convertible into shares of stock of any class, shall
      affect, and no adjustment by reason hereof shall be made with respect to, the
      number or price of Shares subject to an Award.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    

      
        	
                11.

              	
                Corporate
                  Transactions and Related Entity Dispositions.
                  Except as may be provided in an Award
                  Agreement:

              


      

    


    (a) The
      Administrator shall have the authority, exercisable either in advance of any
      actual or anticipated Corporate Transaction or Related Entity Disposition or
      at
      the time of an actual Corporate Transaction or Related Entity Disposition and
      exercisable at the time of the grant of an Award under the Plan or any time
      while an Award remains outstanding, to provide for the full automatic vesting
      and exercisability of one or more outstanding unvested Awards under the Plan
      and
      the release from restrictions on transfer and repurchase or forfeiture rights
      of
      such Awards in connection with a Corporate Transaction or Related Entity
      Disposition, on such terms and conditions as the Administrator may specify.
      The
      Administrator also shall have the authority to condition any such Award vesting
      and exercisability or release from such limitations upon the subsequent
      termination of the Continuous Service of the Grantee within a specified period
      following the effective date of the Corporate Transaction or Related Entity
      Disposition. Effective upon the consummation of a Corporate Transaction or
      Related Entity Disposition, all outstanding Awards under the Plan, shall remain
      fully exercisable until the expiration or sooner termination of the
      Award.

    


    (b) The
      portion of any Incentive Stock Option accelerated under this Section 11 in
      connection with a Corporate Transaction or Related Entity Disposition shall
      remain exercisable as an Incentive Stock Option under the Code only to the
      extent the $ 100,000 dollar limitation of Section 422(d) of the Code is not
      exceeded. To the extent such dollar limitation is exceeded, the accelerated
      excess portion of such Option shall be exercisable as a Non-Qualified Stock
      Option.

    


    12. 
 Effective
      Date and Term of Plan.
      The
      Plan shall become effective upon the earlier to occur of its adoption by the
      Board or its approval by the stockholders of the Company. It shall continue
      in
      effect for a term of ten (10) years unless sooner terminated. Subject to Section
      13 below, and Applicable Laws, Awards may be granted under the Plan upon its
      becoming effective.

    

      
        	
                13.

              	
                Amendment,
                  Suspension or Termination of the Plan.

              


      

    

    


    (a) The
      Board
      may at any time amend, suspend or terminate the Plan. To the extent necessary
      to
      comply with Applicable Laws, the Company shall obtain stockholder approval
      of
      any Plan amendment in such a manner and to such a degree as
      required.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b) No
      Award
      may be granted during any suspension of the Plan or after termination of the
      Plan.

    


    (c) Any
      amendment, suspension or termination of the Plan (including termination of
      the
      Plan under Section 12, above) shall not affect Awards already granted, and
      such
      Awards shall remain in full force and effect as if the Plan had not been
      amended, suspended or terminated, unless mutually agreed otherwise between
      the
      Grantee and the Administrator, which agreement must be in writing and signed
      by
      the Grantee and the Company.

    

      
        	
                14.

              	
                Reservation
                  of Shares.

              


      

    

     

    (a) The
      Company, during the term of the Plan, will at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan.


    (b) 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.

    


    15. 
 No
      Effect on Terms of Employment/Consulting Relationship.
      The
      Plan shall not confer upon any Grantee any right with respect to the Grantee’s
      Continuous Service, nor shall it interfere in any way with his or her right
      or
      the Company’s right to terminate the Grantee’s Continuous Service at any time,
      with or without cause.

    


    16. 
 Unfunded
      Plan.
      Unless
      otherwise determined by the Board or the Committee, the Plan shall be unfunded
      and shall not create (or construed to create) a trust or a separate fund or
      funds. The Plan shall not establish any fiduciary relationship between the
      Company and any Grantee or other person. To the extent any person holds any
      rights by virtue of an Award granted under the Plan, such right (unless
      otherwise determined by the Board or the Committee) shall be no greater than
      the
      right of an unsecured general creditor of the Company.

    


    17. 
 No
      Effect on Retirement and Other Benefit Plans.
      Except
      as specifically provided in a retirement or other benefit plan of the Company
      or
      a Related Entity, Awards shall not be deemed compensation for purposes of
      computing benefits or contributions under any retirement plan of the Company
      or
      a Related Entity, and shall not affect any benefits under any other benefit
      plan
      of any kind or any benefit plan subsequently instituted under which the
      availability or amount of benefits is related to level of compensation. The
      Plan
      is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement
      Income Security Act of 1974, as amended.

    


    18.  
Stockholder
      Approval.
      The
      grant of Incentive Stock Options under the Plan shall be subject to approval
      by
      the stockholders of the Company within twelve (12) months before or after the
      date the Plan is adopted excluding Incentive Stock Options issued in
      substitution for outstanding Incentive Stock Options pursuant to Section 424(a)
      of the Code. Such stockholder approval shall be obtained in the degree and
      manner required under Applicable Laws. The Administrator may grant Incentive
      Stock Options under the Plan prior to approval by the stockholders, but until
      such approval is obtained, no such Incentive Stock Option shall be exercisable.
      In the event that stockholder approval is not obtained within the twelve (12)
      month period provided above, all Incentive Stock Options previously granted
      under the Plan shall be exercisable as Non-Qualified Stock Options.

    


    
      
        
        

      

      
        14