HUIHENG
      MEDICAL, INC.

     

    2007
      SHARE PLAN

     

    (Adopted
      by the Company’s Board of Directors on September ___, 2007;

    approved
      by the Company’s Shareholders on September ___, 2007)

     

    1. Purposes
      of the Plan.
      The
      purpose of this Plan is to attract and retain the best available personnel
      for
      positions of substantial responsibility, to provide additional incentives to
      selected Employees, Directors, and Consultants and to promote the success of
      the
      Company’s business by offering these individuals an opportunity to acquire a
      proprietary interest in the success of the Company or to increase this interest,
      by permitting them to acquire Shares of the Company. The Plan provides both
      for
      the direct award or sale of Shares and for the grant of Options to purchase
      Shares. Options granted under the Plan may be Incentive Stock Options or
      Nonstatutory Stock Options, as determined by the Administrator at the time
      of
      grant.

     

    2. Definitions.
      For the
      purposes of this Plan, the following terms shall have the following
      meanings:

     

    (a) “Acquisition
      Date”
means,
      with respect to Shares, the respective dates on which the Shares are sold under
      the Plan, the Shares are issued upon exercise of an Option or the Shares are
      issued in connection with a Share Award.

     

    (b) “Administrator”
means
      the Board or any of its Committees appointed by the Board. 

     

    (c) “Applicable
      Law”
means
      any applicable legal requirements relating to the administration of and the
      issuance of securities under equity securities-based compensation plans,
      including, without limitation, the requirements of laws of the PRC, U.S. state
      corporate laws, U.S. federal and state securities laws, U.S. federal law, and
      the Code and requirements of any stock exchange or quotation system upon which
      the Shares may then be listed or quoted and the applicable laws of any other
      country or jurisdiction where Awards are granted under the Plan. For all
      purposes of this Plan, references to statutes and regulations shall be deemed
      to
      include any successor statutes or regulations, to the extent reasonably
      appropriate as determined by the Administrator.

     

    (d) “Award”
means
      an Option, a Share Purchase Right or a Share Award.

     

    (e) “Awardee”
means
      a
      recipient of an Award.

     

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

     

    (g) “Change
      in Control”
means
      the occurrence of any of the following events:

     

    (i) any
      “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
      becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
      directly or indirectly, of securities of the Company representing fifty percent
      (50%) or more of the total voting power represented by the Company’s then
      outstanding voting securities; or


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) the
      consummation of the sale, lease, or disposition by the Company of all or
      substantially all of the Company’s assets; or

     

    (iii) the
      consummation of a merger or consolidation of the Company with any other
      corporation, other than a merger or consolidation that would result in the
      voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity or its parent) at least fifty
      percent (50%) of the total voting power represented by the voting securities
      of
      the Company or such surviving entity or its parent outstanding immediately
      after
      such merger or consolidation.

     

    Anything
      in the foregoing to the contrary notwithstanding, a transaction shall not
      constitute a Change in Control if its sole purpose is to change the legal
      jurisdiction of the Company’s incorporation or to create a holding company that
      will be owned in substantially the same proportions by the persons who held
      the
      Company’s securities immediately before such transaction. In addition, a sale by
      the Company of its securities in a transaction, the primary purpose of which
      is
      to raise capital for the Company’s operations and business activities including,
      without limitation, an initial public offering of Shares under the Securities
      Act or other Applicable Law, shall not constitute a Change in
      Control.

     

    (h) “Code”
means
      the U.S. Internal Revenue Code of 1986, as amended, and the regulations
      promulgated thereunder.

     

    (i) “Committee”
means
      a
      committee of Directors appointed by the Board in accordance with Section 4
      hereof.

     

    (j) “Company”
means
      Huiheng Medical, Inc., a company organized under the laws of the State of
      Nevada,
      or any
      successor corporation thereto.

     

    (k) “Consultant”
means,
      for purposes of a Reg S Option, any person who is engaged by the Company or
      any
      Parent or Subsidiary to render consulting or advisory services to such entity,
      and, for purposes of an Option other than a Reg S Option, any natural person,
      including an advisor, who is engaged by the Company, or any Parent, Subsidiary
      or variable interest entity whose financial statements are intended to be
      consolidated with the Company, any Parent or Subsidiary to render bona fide
      consulting or advisory services to such entity and who is compensated for the
      services; provided that the term “Consultant,” for purposes of an Option other
      than a Reg S Option, does not include (i) Employees, (ii) Directors who are
      paid
      only a director’s fee by the Company or who are not compensated by the Company
      for their services as Directors, (iii) securities promoters, (iv) independent
      agents, franchisees and salespersons who do not have employment relationships
      with the Company from which they derive at least fifty percent of their annual
      income, or (v) any other person who would not be “consultants” or “advisors” as
      defined pursuant to Rule 701 of the Securities Act, and any applicable rulings
      or regulations interpreting Rule 701.


    
      
        
        

      

      
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    (l) “Date
      of Grant”
means
      the date an Award is granted to an Awardee in accordance with Section 13
      hereof.

     

    (m) “Director”
means
      a
      member of the Board.

     

    (n) “Disability”
means
      total and permanent disability as defined in Section 22(e)(3) of the
      Code.

     

    (o) “Employee”
means
      any person, including officers and Directors, employed by the Company or any
      Parent or Subsidiary. A Service Provider shall not cease to be an Employee
      in
      the case of (i) any leave of absence approved by the Company or any Parent
      or
      Subsidiary, including sick leave, military leave, or any other personal leave,
      or (ii) transfers between locations of the Company or between the Company or
      any
      Parent or 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. If reemployment upon
      expiration of a leave of absence approved by the Company is not so guaranteed,
      then three (3) months following the 91st
      day of
      such leave, any Incentive Stock Option held by the Optionee shall cease to
      be
      treated as an Incentive Stock Option and shall be treated for tax purposes
      as a
      Nonstatutory Stock Option. Neither service as a Director nor payment of a
      director’s fee by the Company or any Parent or Subsidiary shall be sufficient to
      constitute “employment” by the Company or any Parent or Subsidiary.

     

    (p) “Exercise
      Price”
means
      the amount for which one Share may be purchased upon exercise of an Option,
      as
      specified by the Administrator in the applicable Option Agreement in accordance
      with Section 6(d) hereof.

     

    (q) “Exchange
      Act”
means
      the U.S. Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.

     

    (r) “Fair
      Market Value”
means,
      as of any date, the value of the Shares determined as follows:

     

    (i) if
      the
      Shares are listed on any established stock exchange or a national market system,
      including, without limitation, The Nasdaq Global Market or The Nasdaq Capital
      Market of The Nasdaq Stock Market, Hong Kong Stock Exchange and the London
      Stock
      Exchange (Main Listing or Alternative Investment Market), the Fair Market Value
      shall be the closing sales price for the Shares (or the closing bid, if no
      sales
      were reported) as quoted on such exchange or system on the day of determination,
      as reported in The
      Wall Street Journal
      or such
      other source as the Administrator deems reliable;

     

    (ii) if
      the
      Shares are regularly quoted by a recognized securities dealer but selling prices
      are not reported, the Fair Market Value shall be the mean of the high bid and
      low asked prices for the Shares on the day of determination, as reported in
      The
      Wall Street Journal
      or any
      other source as the Administrator deems reliable; or

     

    (iii) in
      the
      absence of an established market for the Shares, the Fair Market Value thereof
      shall be determined in good faith by the Administrator in accordance with
      Applicable Law.


    
      
        
        

      

      
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    (s) “Incentive
      Stock Option”
means
      an Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code, as designated in the applicable Option
      Agreement.

     

    (t) “Nonstatutory
      Stock Option”
means
      an Option not intended to qualify as an Incentive Stock Option, as designated
      in
      the applicable Option Agreement, or an Incentive Stock Option that does not
      so
      qualify.

     

    (u) “Option”
means
      an option to purchase Shares that is granted pursuant to the Plan in accordance
      with Section 6 hereof. An Option that is not designated as a Reg S Option is
      intended to comply with and qualify under Rule 701 promulgated under the
      Securities Act.

     

    (v) “Option
      Agreement”
means
      a
      written or electronic agreement between the Company and an Optionee, the form(s)
      of which shall be approved from time to time by the Administrator, evidencing
      the terms and conditions of an individual Option granted under the Plan, and
      includes any documents attached to or incorporated into the Option Agreement,
      including, but not limited to, a notice of option grant and a form of exercise
      notice. The Option Agreement shall be subject to the terms and conditions of
      the
      Plan.

     

    (w) “Optioned
      Shares”
means
      the Shares subject to an Option.

     

    (x) “Optionee”
means
      the holder of an outstanding Option granted under the Plan.

     

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

     

    (z) “Plan”
means
      this 2007 Share
      Plan, as amended from time to time.

     

    (aa) “PRC”
means
      the People’s Republic of China.

     

    (bb) “Purchase
      Price”
means
      the amount of consideration for which one Share may be acquired pursuant to
      a
      Share Purchase Right or Share Award, as specified by the Administrator in the
      applicable Restricted Share Purchase Agreement or Share Award in accordance
      with
      Section 7(c) hereof.

     

    (cc) “Purchaser”
means
      the holder of Shares purchased pursuant to the exercise of a Share Purchase
      Right.

     

    (dd) “Reg
      S
      Option”
means
      an Option that (i) is granted to a Service Provider who is not a U.S. Person,
      and (ii) is not intended to qualify under Rule 701 promulgated under the
      Securities Act.

     

    (ee) “Reg
      S
      Share Purchase Right”
means
      a
      Share Purchase Right that (i) is granted to a Service Provider who is not a
      U.S.
      Person, and (ii) is not intended to qualify under Rule 701 promulgated under
      the
      Securities Act.


    
      
        
        

      

      
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    (ff) “Restricted
      Share Purchase Agreement”
means
      a
      written or electronic agreement between the Company and a Purchaser, the form(s)
      of which shall be approved from time to time by the Administrator, evidencing
      the terms and conditions of an individual Share Purchase Right, and includes
      any
      documents attached to or incorporated into the Restricted Share Purchase
      Agreement. The Restricted Share Purchase Agreement shall be subject to the
      terms
      and conditions of the Plan.

     

    (gg) “Restricted
      Shares”
means
      Shares acquired pursuant to a Share Purchase Right or Share Award Agreement
      (if
      subjected to rights of redemption, repurchase or forfeiture).

     

    (hh) “Securities
      Act”
means
      the U.S. Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    (ii) “Service
      Provider”
means
      an Employee, Director, or Consultant.

     

    (jj) “Share”
means
      a common
      share of the Company, as adjusted in accordance with Section 12
      hereof.

     

    (kk) “Share
      Award”
means
      an award or issuance of Shares or stock appreciation rights other similar awards
      made under Section 11 of the Plan, the grant, issuance, retention, vesting,
      settlement and/or transferability of which is subject during specified periods
      of time to such conditions (including continued employment or performance
      conditions) and terms as are expressed in the agreement or other documents
      evidencing the Award (the “Share
      Award Agreement”)

     

    (ll) “Shareholders
      Agreement”
means
      any agreement between an Awardee and the Company or Shareholders of the Company
      or both.

     

    (mm) “Share
      Purchase Right”
means
      a
      right to purchase Restricted Shares pursuant to Section 7 hereof. A Share
      Purchase Right that is not designated as a Reg S Share Purchase Right is
      intended to comply with and qualify under Rule 701 promulgated under the
      Securities Act.

     

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

     

    (oo) “Ten
      Percent Owner”
means
      a
      Service Provider who owns more than 10% of the total combined voting power
      of
      all classes of outstanding securities of the Company or any Parent or
      Subsidiary.

     

    (pp) “United
      States”
means
      the United States of America, its territories and possessions, any State of
      the
      United States, and the District of Columbia.

     

    (qq) “U.S.
      Person”
has
      the
      meaning accorded to it in Rule 902(k) of the Securities Act, and currently
      includes:

     

    (rr) any
      natural person resident in the United States;


    
      
        
        

      

      
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    (ss) any
      partnership or corporation organized or incorporated under the laws of the
      United States;

     

    (tt) any
      estate of which any executor or administrator is a U.S. Person;

     

    (uu) any
      trust
      of which any trustee is a U.S. Person;

     

    (vv) any
      agency or branch of a foreign entity located in the United States;

     

    (ww) any
      non-discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary for the benefit or account of a U.S.
      Person;

     

    (xx) any
      discretionary account or similar account (other than an estate or trust) held
      by
      a dealer or other fiduciary organized, incorporated, or (if an individual)
      resident in the United States; and

     

    (yy) any
      partnership or corporation if (i) organized or incorporated under the laws
      of
      any foreign jurisdiction; and (ii) formed by a U.S. Person principally for
      the
      purpose of investing in securities not registered under the Securities Act,
      unless it is organized or incorporated, and owned, by accredited investors
      (as
      defined in Rule 501(a) promulgated under the Securities Act) who are not natural
      persons, estates or trusts.

     

    3. Shares
      Subject to the Plan.

     

    (a) Basic
      Limitation.
      Subject
      to the provisions of Section 12 hereof, the maximum aggregate number of Shares
      that may be issued under the Plan shall not exceed 1,566,666
      Shares
      (as appropriately adjusted for subsequent stock splits, stock dividends and
      the
      like). The Shares may be authorized but unissued or reacquired Shares. The
      number of Shares that are subject to Awards outstanding under the Plan at any
      time shall not exceed the aggregate number of Shares that then remain available
      for issuance under the Plan. The Company, during the term of the Plan, shall
      at
      all times reserve and keep available sufficient Shares to satisfy the
      requirements of outstanding Awards granted under the Plan.

     

    (b) Additional
      Shares.
      If an
      Award expires, becomes unexercisable, or is cancelled, forfeited, or otherwise
      terminated without having been exercised or settled in full, as the case may
      be,
      the Shares allocable to the unexercised portion of the Award shall again become
      available for future grant or sale under the Plan (unless the Plan has
      terminated). Shares that actually have been issued under the Plan, upon exercise
      of an Option or delivery under a Share Purchase Right or Share Award, shall
      not
      be returned to the Plan and shall not become available for future distribution
      under the Plan, except that in the event that Shares issued under the Plan
      are
      reacquired by the Company pursuant to any forfeiture provision, right of
      repurchase or redemption, or are retained by the Company upon the exercise
      of or
      purchase of Shares under an Award in order to satisfy the Exercise Price or
      Purchase Price for the Award or any withholding taxes due with respect to the
      exercise or purchase, such Shares shall again become available for future grant
      under the Plan.


    
      
        
        

      

      
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    4. Administration
      of the Plan.

     

    (a) Administrator.
      The
      Plan shall be administered by the Board, a Committee appointed by the Board.
      Any
      Committee of the Board shall be constituted to comply with Applicable
      Law.

     

    (b) Powers
      of the Administrator.
      Subject
      to the provisions of the Plan and, in the case of a Committee, 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, in accordance with Section 2(q)
      hereof;

     

    (ii) to
      select
      the Awardees to whom Awards may from time to time be granted
      hereunder;

     

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

     

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

     

    (v) to
      determine the terms and conditions of any Award granted hereunder including,
      but
      not limited to, the Exercise Price, the Purchase Price, the time or times when
      Options may be exercised (which may be based on performance criteria), the
      time
      or times when repurchase or redemption rights shall lapse, any vesting
      acceleration or waiver of forfeiture restrictions, and any restriction or
      limitation regarding any Award or the Shares relating thereto, based in each
      case on such factors as the Administrator, in its sole discretion, shall
      determine;

     

    (vi) to
      implement a program where (A) outstanding Awards are surrendered or cancelled
      in
      exchange for Awards of the same type (which may have lower Exercise/Purchase
      Prices and different terms), Awards of a different type, or cash, or (B) the
      Exercise/Purchase Price of an outstanding Award is reduced, based in each case
      on terms and conditions determined by the Administrator in its sole
      discretion;

     

    (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 satisfying applicable laws of jurisdictions other than the United
      States;

     

    (viii) to
      allow
      Awardees to satisfy withholding tax obligations by electing to have the Company
      withhold from the Shares to be issued under an Award that number of Shares
      having a Fair Market Value equal to the minimum amount required to be withheld.
      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
      Awardees 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
      modify
      or amend each Award (subject to Section 17 hereof and Awardee consent if the
      modification or amendment is to the Awardee’s detriment), including, without
      limitation, the discretionary authority to extend the post-termination
      exercisability of an Option longer than is otherwise provided for in an Option
      Agreement or accelerate the vesting or exercisability of an Option or lapsing
      of
      a repurchase or redemption right to which Restricted Shares may be
      subject;

     

    
      
        
        

      

      
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    (x) to
      construe and interpret the terms of the Plan and Awards granted pursuant to
      the
      Plan; and

     

    (xi) to
      make
      any other determination and take any other action that the Administrator deems
      necessary or desirable for the administration of the Plan.

     

    (c) Delegation
      of Authority to Officers.
      Subject
      to Applicable Law, the Administrator may delegate limited authority to specified
      officers of the Company to execute on behalf of the Company any instrument
      required to effect an Award previously granted by the
      Administrator.

     

    (d) Effect
      of Administrator’s Decision.
      All
      decisions, determinations, and interpretations of the Administrator shall be
      final and binding on all Awardees.

     

    5. Eligibility.

     

    (a) General
      Rule.
      Only
      Service Providers that are not U.S. Persons, or trusts or companies established
      in connection with any employee benefit plan of the Company (including the
      Plan)
      for the benefit of a Service Provider, shall be eligible for the grant of Reg
      S
      Options and Reg S Share Purchase Right Awards. Nonstatutory Stock Options that
      are not designated as Reg S Options and Share Purchase Rights that are not
      designated as Reg S Share Purchase Rights may be granted to Service Providers
      only. Incentive Stock Options may be granted to Employees only.

     

    (b) Shareholders
      with Ten-Percent Holdings.
      A Ten
      Percent Owner shall not be eligible for the grant of an Incentive Stock Option
      unless (i) the Exercise Price is at least 110% of the Fair Market Value on
      the
      Date of Grant, and (ii) the Incentive Stock Option by its terms is not
      exercisable after the expiration of five (5) years from the Date of Grant.
      For
      purposes of this Section 5(b), in determining ownership of securities, the
      attribution rules of Section 424(d) of the Code shall apply.

     

    6. Terms
      and Conditions of Options.

     

    (a) Option
      Agreement.
      Each
      grant of an Option under the Plan shall be evidenced by an Option Agreement
      between the Optionee and the Company. Each Option shall be subject to all
      applicable terms and conditions of the Plan and may be subject to any other
      terms and conditions that are not inconsistent with the Plan and that the
      Administrator deems appropriate for inclusion in an Option Agreement. The
      provisions of the various Option Agreements entered into under the Plan need
      not
      be identical.

    

      
        
          
          

        

        
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    (b) Type
      of Option.
      Each
      Option shall be designated in the Option Agreement as either an Incentive Stock
      Option or a Nonstatutory Stock Option. However, notwithstanding a designation
      of
      an Option as an Incentive Stock Option, to the extent that the aggregate Fair
      Market Value of the Shares with respect to which Incentive Stock Options are
      exercisable for the first time by an Optionee during any calendar year (under
      all plans of the Company and any Parent or Subsidiary) exceeds US$100,000,
      such
      Options shall be treated as Nonstatutory Stock Options. For purposes of this
      Section 6(b), Incentive Stock Options shall be taken into account in the order
      in which they were granted. The Fair Market Value of the Shares shall be
      determined as of the Date of Grant. Each Option also may be designated as a
      Reg
      S Option or as an Option other than a Reg S Option. An Option that is not
      designated as a Reg S Option is intended to qualify under Rule 701 promulgated
      under the Securities Act.

     

    (c) Number
      of Shares.
      Each
      Option Agreement shall specify the number of Shares that are subject to the
      Option and shall provide for the adjustment of such number in accordance with
      Section 12 hereof.

     

    (d) Exercise
      Price.
      Each
      Option Agreement shall specify the Exercise Price. The Exercise Price of an
      Incentive Stock Option shall not be less than 100% of the Fair Market Value
      on
      the Date of Grant, and a higher percentage may be required by Section 5(b)
      hereof Subject to the preceding sentence, the Exercise Price of any Option
      shall
      be determined by the Administrator in its sole discretion. The Exercise Price
      shall be payable in accordance with Section 9 hereof and the applicable Option
      Agreement. Notwithstanding anything to the contrary in the foregoing or in
      Section 5(b), in the event of a transaction described in Section 424(a) of
      the
      Code, then, consistent with Section 424(a) of the Code, Incentive Stock Options
      may be issued at an Exercise Price other than as required by the foregoing
      and
      Section 5(b).

     

    (e) Term
      of Option.
      The
      Option Agreement shall specify the term of the Option; provided, however, that
      the term shall not exceed ten (10) years from the Date of Grant, and a shorter
      term may be required by Section 5(b) hereof. Subject to the preceding sentence,
      the Administrator in its sole discretion shall determine when an Option is
      to
      expire.

     

    (f) Exercisability.
      Each
      Option Agreement shall specify the date when all or any installment of the
      Option is to become exercisable. The exercisability provisions of any Option
      Agreement shall be determined by the Administrator in its sole
      discretion.

     

    (g) Exercise
      Procedure.
      Any
      Option granted hereunder shall be exercisable according to the terms hereof
      at
      such times and under such conditions as may be determined by the Administrator
      and as set forth in the Option Agreement; provided, however, that an Option
      shall not be exercised for a fraction of a Share.

     

    (i) An
      Option
      shall be deemed exercised when the Company receives (A) written or electronic
      notice of exercise (in accordance with the Option Agreement) from the person
      entitled to exercise the Option, (B) full payment for the Shares with respect
      to
      which the Option is exercised, and (C) all representations, indemnifications,
      and documents reasonably requested by the Administrator including, without
      limitation, any Shareholders Agreement. Full payment may consist of any
      consideration and method of payment authorized by the Administrator in
      accordance with Section 9 hereof and permitted by the Option
      Agreement.

    
       

      
        
          
          

        

        
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    (ii) Shares
      issued upon exercise of an Option shall be issued in the name of the Optionee
      or, if requested by the Optionee, in the name of the Optionee and his or her
      spouse. Subject to the provisions of Sections 8, 9, 14, and 15, the Company
      shall issue (or cause to be issued) certificates evidencing the issued Shares
      promptly after the Option is exercised. Notwithstanding the foregoing, the
      Administrator in its discretion may require the Company to retain possession
      of
      any certificate evidencing Shares acquired upon the exercise of an Option,
      if
      those Shares remain subject to repurchase or redemption under the provisions
      of
      the Option Agreement, any Shareholders Agreement, or any other agreement between
      the Company and the Awardee, or if those Shares are collateral for a loan or
      obligation due to the Company.

     

    (iii) Exercise
      of an Option in any manner shall result in a decrease in the number of Shares
      thereafter available, both for purposes of the Plan (in accordance with Section
      3(b)) and for sale under the Option, by the number of Shares as to which the
      Option is exercised.

     

    (h) Termination
      of Service (other than by death).

     

    (i) If
      an
      Optionee ceases to be a Service Provider for any reason other than because
      of
      death, then the Optionee’s Options shall expire on the earliest of the following
      occasions:

     

    (A) The
      expiration date determined by Section 6(e) hereof;

     

    (B) The
      30th
      day following the termination of the Optionee’s relationship as a Service
      Provider for any reason other than Disability, or such later date as the
      Administrator may determine and specify in the Option Agreement, provided that
      no Option that is exercised after the expiration of the three-month period
      immediately following the termination of the Optionee’s relationship as an
      Employee shall be treated as an Incentive Stock Option; or

     

    (C) The
      last
      day of the six-month period following the termination of the Optionee’s
      relationship as a Service Provider by reason of Disability, or such later date
      as the Administrator may determine and specify in the Option Agreement; provided
      that no Option that is exercised after the expiration of the twelve-month period
      immediately following the termination of the Optionee’s relationship as an
      Employee shall be treated as an Incentive Stock Option.

     

    (ii) Following
      the termination of the Optionee’s relationship as a Service Provider, the
      Optionee may exercise all or part of the Optionee’s Option at any time before
      the expiration of the Option as set forth in Section 6(h)(i) hereof, but only
      to
      the extent that the Option was vested and exercisable as of the date of
      termination of the Optionee’s relationship as a Service Provider (or became
      vested and exercisable as a result of the termination). The balance of the
      Shares subject to the Option shall be forfeited on the date of termination
      of
      the Optionee’s relationship as a Service Provider. In the event that the
      Optionee dies after the termination of the Optionee’s relationship as a Service
      Provider but before the expiration of the Optionee’s Option as set forth in
      Section 6(h)(i) hereof, all or part of the Option may be exercised (prior to
      expiration) by the executors or administrators of the Optionee’s estate or by
      any person who has acquired the Option directly from the Optionee by beneficiary
      designation, bequest, or inheritance, but only to the extent that the Option
      was
      vested and exercisable as of the termination date of the Optionee’s relationship
      as a Service Provider (or became vested and exercisable as a result of the
      termination). Any Optioned Shares subject to the portion of the Option that
      are
      vested as of the termination date of the Optionee’s relationship as a Service
      Provider but that are not purchased prior to the expiration of the Option
      pursuant to this Section 6(h) shall be forfeited immediately following the
      Option’s expiration.

     

    
      
        
        

      

      
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    (i) Leaves
      of Absence.
      Unless
      otherwise determined by the Administrator, for purposes of this Section 6,
      the
      service of an Optionee as a Service Provider shall be deemed to continue while
      the Optionee is on a bona fide leave of absence, if such leave was approved
      by
      the Company in writing. Unless otherwise determined by the Administrator and
      subject to Applicable Law, vesting of an Option shall be suspended during any
      unpaid leave of absence.

     

    (j) Death
      of Optionee.

     

    (i) If
      an
      Optionee dies while a Service Provider, then the Optionee’s Option shall expire
      on the earlier of the following dates:

     

    (A) The
      expiration date determined by Section 6(e) hereof;

     

    (B) The
      last
      day of the six-month period immediately following the Optionee’s death, or such
      later date as the Administrator may determine and specify in the Option
      Agreement.

     

    (ii) All
      or
      part of the Optionee’s Option may be exercised at any time before the expiration
      of the Option as set forth in Section 6(j)(i) hereof by the executors or
      administrators of the Optionee’s estate or by any person who has acquired the
      Option directly from the Optionee by beneficiary designation, bequest, or
      inheritance, but only to the extent that the Option was vested and exercisable
      as of the date of the Optionee’s death or had became vested and exercisable as a
      result of the death. The balance of the Shares subject to the Option shall
      be
      forfeited upon the Optionee’s death. Any Optioned Shares subject to the portion
      of the Option that are vested as of the Optionee’s death but that are not
      purchased prior to the expiration of the Option pursuant to this Section 6(j)
      shall be forfeited immediately following the Option’s expiration.

     

    (k) Restrictions
      on Transfer of Shares.
      Shares
      issued upon exercise of an Option shall be subject to such special forfeiture
      conditions, rights of repurchase or redemption, rights of first refusal, and
      other transfer restrictions as the Administrator may determine. The restrictions
      described in the preceding sentence shall be set forth in the applicable Option
      Agreement and shall apply in addition to any restrictions that may apply to
      holders of Shares generally.

     

    7. Terms
      and Conditions of Share Purchase Rights and Share Awards.

     

    (a) Restricted
      Share Purchase Agreement or Share Award Agreements.
      Each
      Share Purchase Right or Share Award under the Plan shall be evidenced by a
      Restricted Share Purchase Agreement or Share Award Agreement, respectively,
      between the Purchaser and the Company. Each Share Purchase Right and each Share
      Award shall be subject to all applicable terms and conditions of the Plan and
      may be subject to any other terms and conditions that are not inconsistent
      with
      the Plan and that the Administrator deems appropriate for inclusion in a
      Restricted Share Purchase Agreement or Share Award Agreement, including without
      limitation, (i) the number of Shares subject to such Restricted Share
      Purchase Agreement or Share Award, as applicable, or a formula for determining
      such number, (ii) the purchase price of the Shares, if any, and the means
      of payment for the Shares, (iii) the performance criteria, if any, and
      level of achievement versus these criteria that shall determine the number
      of
      Shares granted, issued, retainable and/or vested, (iv) such terms and
      conditions on the grant, issuance, vesting, settlement and/or forfeiture of
      the
      Shares as may be determined from time to time by the Administrator and (v)
      restrictions on the transferability of the Award. The provisions of the various
      Restricted Share Purchase Agreements and Share Award Agreements entered into
      under the Plan need not be identical.

     

    
      
        
        

      

      
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    (b) Type
      of Share Purchase Right.
      Each
      Share Purchase Right may be designated as a Reg S Share Purchase Right or as
      a
      Share Purchase Right other than a Reg S Share Purchase Right. If the Restricted
      Share Purchase Agreement does not specify the type of Share Purchase Right,
      the
      Share Purchase Right will not be treated as a Reg S Share Purchase
      Right.

     

    (c) Duration
      of Offers of Share Purchase Rights and Nontransferability of Share Purchase
      Rights.
      Any
      Share Purchase Rights granted under the Plan shall automatically expire if
      not
      exercised by the Purchaser within 30 days (or such longer time as is specified
      in the Restricted Share Purchase Agreement) after the Date of Grant. Share
      Purchase Rights shall not be transferable and shall be exercisable only by
      the
      Purchaser to whom the Share Purchase Right was granted.

     

    (d) Purchase
      Price.
      The
      Purchase Price, if any, shall be determined by the Administrator in its sole
      discretion. The Purchase Price, if any, shall be payable in a form described
      in
      Section 9 hereof.

     

    (e) Restrictions
      on Transfer of Shares.
      Any
      Shares awarded or sold pursuant to Share Purchase Rights or Share Awards shall
      be subject to such special forfeiture conditions, rights of repurchase or
      redemption, rights of first refusal, market stand-offs, and other transfer
      restrictions as the Administrator may determine. The restrictions described
      in
      the preceding sentence shall be set forth in the applicable Restricted Share
      Purchase Agreement or Share Award Agreement, as applicable, and shall apply
      in
      addition to any restrictions that may apply to holders of Shares generally.
      Unless otherwise determined by the Administrator and subject to Applicable
      Law,
      vesting of Shares acquired pursuant to a Restricted Share Purchase Agreement
      or
      Share Awards shall be suspended during any unpaid leave of absence.

     

    8. Withholding
      Taxes.
      As a
      condition to the exercise of an Option, purchase of Restricted Shares or receipt
      of a Share Award, the Awardee (or in the case of the Awardee’s death or in the
      event of a permissible transfer of Awards hereunder, the person exercising
      the
      Option, purchasing Restricted Shares or receiving the Share Award) shall make
      such arrangements as the Administrator may require for the satisfaction of
      any
      applicable withholding taxes arising in connection with the exercise of an
      Option or purchase of Restricted Shares under the laws of any applicable
      jurisdiction including the PRC,
      the
      U.S. and any other jurisdiction. The Awardee (or in the case of the Awardee’s
      death or in the event of a permissible transfer of Awards hereunder, the person
      exercising the Option, purchasing Restricted Shares or receiving Share Awards)
      also shall make such arrangements as the Administrator may require for the
      satisfaction of any applicable PRC, U.S. federal, state, local, or non-PRC
      and
      non-U.S. withholding tax obligations that may arise in connection with the
      disposition of Shares acquired by exercising an Option, purchasing Restricted
      Shares or receiving Share Awards. The Company shall not be required to issue
      any
      Shares under the Plan until the foregoing obligations are satisfied. Without
      limiting the generality of the foregoing, upon the exercise of the Option or
      delivery of Restricted Shares or Share or Award, the Company shall have the
      right to withhold taxes from any compensation or other amounts that the Company
      may owe to the Awardee, or to require the Awardee to pay to the Company the
      amount of any taxes that the Company may be required to withhold with respect
      to
      the Shares issued to the Awardee. Without limiting the generality of the
      foregoing, the Administrator in its discretion may authorize the Awardee to
      satisfy all or part of any withholding tax liability by (i) having the Company
      withhold from the Shares that would otherwise be issued upon the exercise of
      an
      Option, purchase of Restricted Shares that number of Shares or received in
      a
      Share Award having a Fair Market Value, as of the date the withholding tax
      liability arises, equal to the portion of the Company’s withholding tax
      liability to be so satisfied or (ii) by delivering to the Company previously
      owned and unencumbered Shares having a Fair Market Value, as of the date the
      withholding tax liability arises, equal to the amount of the Company’s
      withholding tax liability to be so satisfied.

     

    
      
        
        

      

      
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    9. Payment
      for Shares.
      The
      consideration to be paid for the Shares to be issued under the Plan, including
      the method of payment, shall be determined by the Administrator (and, in the
      case of an Incentive Stock Option, shall be determined on the Date of Grant),
      subject to the provisions in this Section 9.

     

    (a) General
      Rule.
      The
      entire Purchase Price or Exercise Price (as the case may be) for Shares issued
      under the Plan shall be payable in cash or cash equivalents at the time when
      the
      Shares are purchased, except as otherwise provided in this Section
      9.

     

    (b) Surrender
      of Shares.
      To the
      extent that an Option Agreement, Restricted Share Purchase Agreement or Share
      Award Agreement so provides, all or any part of the Exercise Price or Purchase
      Price (as the case may be) may be paid by surrendering, or attesting to the
      ownership of, Shares that are already owned by the Awardee. These Shares shall
      be surrendered to the Company in good form for transfer and shall be valued
      at
      their Fair Market Value on the date the Option is exercised or Restricted Shares
      are purchased. The Awardee shall not surrender, or attest to the ownership
      of,
      Shares in payment of the Exercise Price or Purchase Price (as the case may
      be)
      if this action would subject the Company to adverse accounting consequences,
      as
      determined by the Administrator.

     

    (c) Services
      Rendered.
      At the
      discretion of the Administrator and to the extent so provided in the agreements
      evidencing Awards of Shares under the Plan, Shares may be awarded under the
      Plan
      in consideration of services rendered to the Company or any Parent or Subsidiary
      prior to the Award.

     

    (d) Exercise/Sale.
      At the
      discretion of the Administrator and to the extent an Option Agreement so
      provides, and if the Shares are publicly traded, payment may be made all or
      in
      part by the delivery (on a form prescribed by the Company) of an irrevocable
      direction to a securities broker approved by the Company to sell Shares and
      to
      deliver all or part of the sales proceeds to the Company in payment of all
      or
      part of the Exercise Price and any withholding taxes.

     

    
      
        
        

      

      
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    (e) Exercise/Pledge.
      At the
      discretion of the Administrator and to the extent an Option Agreement so
      provides, and if the Shares are publicly traded, payment may be made all or
      in
      part by the delivery (on a form prescribed by the Company) of an irrevocable
      direction to pledge Shares to a securities broker or lender approved by the
      Company, as security for a loan, and to deliver all or part of the loan proceeds
      to the Company in payment of all or part of the Exercise Price and any
      withholding taxes.

     

    (f) Other
      Forms of Consideration.
      At the
      discretion of the Administrator and to the extent an Option Agreement, a
      Restricted Share Purchase Agreement or Share Award so provides, all or a portion
      of the Exercise Price or Purchase Price may be paid by any other form of
      consideration and method of payment to the extent permitted by Applicable
      Law.

     

    10. Nontransferability
      of Awards.
      Unless
      otherwise determined by the Administrator and so provided in the applicable
      Option Agreement, Restricted Share Purchase Agreement or Share Award Agreement
      (or be amended to provide), no Award shall be sold, pledged, assigned,
      hypothecated, transferred, or disposed of in any manner (whether by operation
      of
      law or otherwise) other than (i) by will or applicable laws of descent and
      distribution or (except in the case of an Incentive Stock Option) pursuant
      to a
      qualified domestic relations order or (ii) by trusts or companies established
      in
      connection with any employee benefit plan of the Company (including the Plan)
      for the benefit of a Service Provider or Service Providers, in each case subject
      to Applicable Law, and shall not be subject to execution, attachment, or similar
      process. In the event the Administrator in its sole discretion makes an Award
      transferable, only a Nonstatutory Stock Option, Share Purchase Right or Share
      Award may be transferred provided such Award is transferred without payment
      of
      consideration to members of the Awardee’s immediate family (as such term is
      defined in Rule 16a-1(e) of the Exchange Act) or to trusts or partnerships
      established exclusively for the benefit of the Awardee and the members of the
      Awardee’s immediate family, all as permitted by Applicable Law. Upon any attempt
      to pledge, assign, hypothecate, transfer, or otherwise dispose of any Award
      or
      of any right or privilege conferred by this Plan contrary to the provisions
      hereof, or upon the sale, levy or attachment or similar process upon the rights
      and privileges conferred by this Plan, such Award shall thereupon terminate
      and
      become null and void. Incentive Stock Options may be exercised during the
      lifetime of the Awardee only by the Awardee.

     

    11. Rights
      as a Shareholder.
      Until
      the Shares actually are issued (as evidenced by the appropriate entry on the
      books of the Company or of a duly authorized transfer agent of the Company),
      no
      right to vote or receive dividends or any other rights as a shareholder shall
      exist with respect to the Shares, notwithstanding the exercise of the Award.
      No
      adjustment shall be made for a dividend or other right for which the record
      date
      is prior to the date the Shares are issued, except as provided in Section 12
      of
      the Plan.

     

    
      
        
        

      

      
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    12. Adjustment
      of Shares.

     

    (a) Changes
      in Capitalization.
      Subject
      to any required action by the Shareholders of the Company in accordance with
      Applicable Law, the class(es) and number and type of Shares that have been
      authorized for issuance under the Plan but as to which no Awards have yet been
      granted or that have been returned to the Plan upon cancellation or expiration
      of an Award, and the class(es), number, and type of Shares covered by each
      outstanding Award, as well as the price per Share covered by each outstanding
      Award, shall be proportionately adjusted for any increase, decrease, or change
      in the number or type of outstanding Shares or other securities of the Company
      or exchange of outstanding Shares or other securities of the Company into or
      for
      a different number or type of shares or other securities of the Company or
      successor entity, or for other property (including, without limitation, cash)
      or
      other change to the Shares resulting from a share split, reverse share split,
      share dividend, dividend in property other than cash, combination of shares,
      exchange of shares, combination, consolidation, recapitalization,
      reincorporation, reorganization, change in corporate structure,
      reclassification, or other distribution of the Shares effected without receipt
      of consideration by the Company; provided, however, that the conversion of
      any
      convertible securities of the Company shall not be deemed to have been “effected
      without receipt of consideration.” The adjustment contemplated in this Section
      12(a) shall be made by the Board, whose determination shall be final, binding
      and conclusive. Except as expressly provided herein, no issuance by the Company
      of equity securities of the Company of any class, or securities convertible
      into
      equity securities of the Company of any class, shall affect, and no adjustment
      by reason thereof shall be made with respect to, the number, type, or price
      of
      Shares subject to an Award. Where an adjustment under this Section 12(a) is
      made
      to an Incentive Stock Option, the adjustment shall be made in a manner that
      will
      not be considered a “modification” under the provisions of Section 424(h)(3) of
      the Code.

     

    (b) Dissolution
      or Liquidation.
      In the
      event of the proposed dissolution or liquidation of the Company, the
      Administrator shall notify each Awardee as soon as practicable prior to the
      effective date of such proposed transaction. The Administrator in its discretion
      may provide for an Optionee to have the right to exercise his or her Option
      until fifteen (15) days prior to the proposed dissolution or liquidation as
      to
      all of the Optioned Shares covered thereby, including Shares as to which the
      Option would not otherwise be exercisable. In addition, the Administrator may
      provide that any Company repurchase or redemption option applicable to any
      Shares purchased upon exercise of an Option or Restricted Shares purchased
      under
      a Share Purchase Right shall lapse as to all such Shares, provided the proposed
      dissolution or liquidation takes place at the time and in the manner
      contemplated. To the extent an Option has not been previously exercised and
      all
      Restricted Shares covered by a Share Purchase Right have not been purchased,
      the
      Award will terminate immediately prior to the consummation of such proposed
      action.

     

    
      
        
        

      

      
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    (c) Change
      in Control.
      In the
      event of a Change in Control, unless the Option Agreement, Restricted Share
      Purchase Agreement or Share Award Agreement provides otherwise, each outstanding
      Option shall be assumed or an equivalent option shall be substituted by, and
      each right of the Company to repurchase, redeem or reacquire Shares upon
      termination of a Purchaser’s relationship as a Service Provider shall be
      assigned to, the successor corporation or a Parent or Subsidiary of the
      successor corporation. If, in the event of a Change in Control, the Option
      is
      not assumed or substituted, or the repurchase, redemption or reacquisition
      or
      similar right is not assigned, in the case of an outstanding Option, the Option
      shall fully vest immediately and the Awardee shall have the right to exercise
      the Option as to all of the Optioned Shares, including Shares as to which it
      would not otherwise be vested or exercisable, and, in the case of Restricted
      Shares, the Company’s repurchase, redemption or reacquisition or similar right
      shall lapse immediately and all of the Restricted Shares subject to the
      repurchase, redemption or reacquisition or similar right shall become vested.
      If
      an Option becomes fully vested and exercisable, in lieu of assumption or
      substitution in the event of a Change in Control, the Administrator shall notify
      the Optionee in writing or electronically that the Option shall be fully
      exercisable for a period of fifteen (15) days from the date of such notice,
      and
      the Option shall terminate upon the expiration of such period. For purposes
      of
      this Section 12(c), an Option shall be considered assumed, and Restricted Shares
      will be considered assigned if, following the Change in Control, the Award
      confers the right to purchase or receive, for each covered Share immediately
      prior to the Change in Control, the consideration (whether shares, cash, or
      other securities or property) received in connection with the Change in Control
      by holders of Shares for each Share held on the effective date of the
      transaction (and if holders were offered a choice of consideration, the type
      of
      consideration chosen by the holders of a majority of the outstanding Shares);
      provided, however, that if the consideration received in the Change in Control
      is not solely common stock or ordinary shares of the successor corporation
      or
      its Parent or Subsidiary, the Administrator may, with the consent of the
      successor corporation, provide for the consideration to be received upon the
      exercise of the Option or vesting of the Restricted Shares, for each covered
      Share, to be solely common stock or ordinary shares of the successor corporation
      or its Parent or Subsidiary equal in Fair Market Value to the per Share
      consideration received by holders of Shares in the Change in
      Control.

     

    (d) Reservation
      of Rights.
      Except
      as provided in this Section 12 and in the applicable Option Agreement,
      Restricted Share Purchase Agreement or Share Award Agreement, an Awardee shall
      have no rights by reason of (i) any subdivision or consolidation of Shares
      or
      other securities of any class, (ii) the payment of any dividend, or (iii) any
      other increase or decrease in the number of Shares or other securities of any
      class. Any issuance by the Company of equity securities of any class, or
      securities convertible into equity securities of any class, shall not affect,
      and no adjustment by reason thereof shall be made with respect to, the number
      or
      Exercise Price of Optioned Shares. The grant of an Option, Share Purchase Right
      or Share Award shall not affect in any way the right or power of the Company
      to
      make adjustments, reclassifications, reorganizations, or changes of its capital
      or business structure, to merge or consolidate or to dissolve, liquidate, sell,
      or transfer all or any part of its business or assets.

     

    13. Date
      of Grant.
      The
      Date of Grant of an Award shall, for all purposes, be the date on which the
      Administrator makes the determination to grant the Award, or such other later
      date as is determined by the Administrator; provided, however, that the Date
      of
      Grant of an Incentive Stock Option shall be no earlier than the date on which
      the Service Provider becomes an Employee.

     

    14. Securities
      Law Requirements.

     

    (a) Legal
      Compliance.
      Notwithstanding any other provision of the Plan or any agreement entered into
      by
      the Company pursuant to the Plan, the Company shall not be obligated, and nor
      shall it have any liability for failure to deliver any Shares under the Plan
      unless the issuance and delivery of Shares comply with (or are exempt from)
      all
      Applicable Law, including, without limitation, the applicable securities laws
      in
      the PRC, Securities Act, U.S. state securities laws and regulations, and the
      regulations of any stock exchange or other securities market on which the
      Company’s securities may then be traded, and shall be further subject to the
      approval of counsel for the Company with respect to such
      compliance.

     

    
      
        
        

      

      
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    (b) Investment
      Representations.
      Shares
      delivered under the Plan shall be subject to transfer restrictions, and the
      person acquiring the Shares shall, as a condition to the exercise of an Option
      or the purchase or acquisition of Restricted Shares if requested by the Company,
      provide such assurances and representations to the Company as the Company may
      deem necessary or desirable to assure compliance with Applicable Law, including,
      without limitation, the representation and warranty at the time of acquisition
      of Shares that the Shares are being acquired only for investment purposes and
      without any present intention to sell, transfer, or distribute the
      Shares.

     

    (c) Regulation
      S Transfer Restrictions.
      Any
      Shares issued pursuant to a Reg S Share Purchase Right or the exercise of a
      Reg
      S Option shall not be offered or sold to a U.S. Person or for the account or
      benefit of a U.S. Person prior to the first anniversary of the Acquisition
      Date.
      Any Shares issued pursuant to a Reg S Share Purchase Right or the exercise
      of a
      Reg S Option prior to the first anniversary of the Acquisition Date may be
      offered or sold only it permitted by the Administrator in accordance with the
      following conditions: (i) the purchaser of Shares issued pursuant to a Reg
      S
      Share Purchase Right or the exercise of a Reg S Option certifies that it is
      not
      a U.S. Person and is not acquiring the Shares for the account or benefit of
      any
      U.S. Person or is a U.S. Person who is purchasing the Shares in a transaction
      that does not require registration under the Securities Act; (ii) the purchaser
      of the Shares issued pursuant to a Reg S Share Purchase Right or the exercise
      of
      a Reg S Option agrees to resell such Shares only in accordance with the
      provisions of Regulation S promulgated under the Securities Act, pursuant to
      registration under the Securities Act, or pursuant to an available exemption
      from registration; and agrees not to engage in hedging transactions with regard
      to such Shares unless in compliance with the Securities Act; and (iii) the
      certificate evidencing the Shares shall contain restrictive legends to a similar
      effect as set forth in (ii). The restrictions described in this Section 14(c)
      shall be set forth in the applicable Restricted Share Purchase Agreement or
      Option Agreement and shall apply in addition to any restrictions that may apply
      to holders of Shares generally.

     

    15. 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.

     

    16. Approval
      by Shareholders.
      The
      Plan shall be subject to approval by the shareholders of the Company within
      twelve (12) months before or after the date the Plan is adopted by the Board.
      Such approval by shareholders of the Company shall be obtained in the degree
      and
      manner required under Applicable Law. Awards may be granted but Options may
      not
      be exercised and Restricted Shares may not be purchased or acquired prior to
      approval of the Plan by shareholders of the Company.

     

    
      
        
        

      

      
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    17. Duration
      and Amendment.

     

    (a) Term
      of Plan.
      Subject
      to approval by shareholders of the Company in accordance with Section 16 hereof,
      the Plan shall become effective upon the earlier to occur of its adoption by
      the
      Board or its approval by the shareholders of the Company as described in Section
      16 hereof. In the event that the shareholders of the Company fail to approve
      the
      Plan within 12 months prior to or after its adoption by the Board, any Awards
      that have been granted and any Shares that have been awarded or purchased under
      the Plan shall be rescinded, and no additional Awards shall be granted
      thereafter. Unless sooner terminated under Section 17(b) hereof, the Plan shall
      continue in effect for a term of ten (10) years.

     

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

     

    (c) Approval
      by Shareholders.
      The
      Board shall obtain approval of the shareholders of any Plan amendment to the
      extent necessary and desirable to comply with Applicable Law.

     

    (d) Effect
      of Amendment or Termination.
      No
      amendment, alteration, suspension, or termination of the Plan shall materially
      and adversely impair the rights of any Awardee with respect to an outstanding
      Award, unless mutually agreed otherwise between the Awardee and the
      Administrator, which agreement must be in writing and signed by the Awardee
      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 Awards
      granted under the Plan prior to the date of such termination. No Shares shall
      be
      issued or sold under the Plan after the termination thereof, except upon
      exercise of an Award granted prior to the termination of the Plan.

     

    18. Legending
      Share Certificates.
      In
      order to enforce any restrictions imposed upon Shares issued upon the exercise
      of Options or the acquisition of Restricted Shares, including, without
      limitations, the restrictions described in Sections 6(k), 7(d), and 14(c)
      hereof, the Administrator may cause a legend or legends to be placed on any
      share certificates representing the Shares, which legend or legends shall make
      appropriate reference to the restrictions, including, without limitation, a
      restriction against sale of the Shares for any period as may be required by
      Applicable Law.

     

    19. No
      Retention Rights.
      Neither
      the Plan nor any Award shall confer upon any Awardee any right to continue
      his
      or her relationship as a Service Provider with the Company for any period of
      specific duration or interfere in any way with his or her right or the right
      of
      the Company (or any Parent or Subsidiary employing or retaining the Awardee),
      which rights are hereby expressly reserved by each, to terminate this
      relationship at any time, with or without cause, and with or without
      notice.

     

    20. No
      Registration Rights.
      The
      Company may, but shall not be obligated to, register or qualify the sale of
      Shares under the Securities Act or any other Applicable Law. The Company shall
      not be obligated to take any affirmative action in order to cause the sale
      of
      Shares under this Plan to comply with any law.

     

    
      
        
        

      

      
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    21. No
      Trust or Fund Created.
      Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Company or
      any
      Parent or Subsidiary and an Awardee or any other person. To the extent that
      any
      Awardee acquires a right to receive payments from the Company or any Parent
      or
      Subsidiary pursuant to an Award, such right shall be no greater than the right
      of any unsecured general creditor of the Company, a Parent, or any
      Subsidiary.

     

    22. No
      Rights to Awards.
      No
      Awardee, eligible Service Provider, or other person shall have any claim to
      be
      granted any Award under the Plan, and there is no obligation for uniformity
      of
      treatment of a Service Provider, Awardee, or holders or beneficiaries of Awards
      under the Plan. The terms and conditions of Awards need not be the same with
      respect to any Awardee or with respect to different Awardees.

     

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