MEDIAVEST,
      INC.

    


    2007
      EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN

    


    


    
      	1.	DEFINITIONS.


      	 	 


      	 	
              Unless
                otherwise specified or unless the context otherwise requires, the
                following terms, as used in this Mediavest, Inc. 2007 Employee, Director
                and Consultant Stock Plan, have the following
                meanings:

            


    

    


    
      	 	 	
              Administrator
                means the Board of Directors, unless it has delegated power to act
                on its
                behalf to the Committee, in which case the Administrator means the
                Committee.

            


    

    


    
      	 	 	
              Affiliate
                means a corporation which, for purposes of Section 424 of the Code,
                is a
                parent or subsidiary of the Company, direct or
                indirect.

            


    

    


    
      	 	 	
              Agreement
                means an agreement between the Company and a Participant delivered
                pursuant to the Plan, in such form as the Administrator shall
                approve.

            


    

    


    
      	 	 	
              Board
                of Directors
                means the Board of Directors of the
                Company.

            


    

    


    
      	 	 	
              Cause
                means dishonesty with respect to the Company or any Affiliate,
                insubordination, substantial malfeasance or non-feasance of duty,
                unauthorized disclosure of confidential information, breach by the
                Participant of any provision of any employment, consulting, advisory,
                nondisclosure, non-competition or similar agreement between the
                Participant and the Company, and conduct substantially prejudicial
                to the
                business of the Company or any Affiliate; provided, however, that
                any
                provision in an agreement between the Participant and the Company
                or an
                Affiliate, which contains a conflicting definition of Cause for
                termination and which is in effect at the time of such termination,
                shall
                supersede this definition with respect to that Participant. The
                determination of the Administrator as to the existence of Cause will
                be
                conclusive on the Participant and the
                Company.

            


    

    


    
      	 	 	
              Code
                means the United States Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	 	 	
              Committee
                means the committee of the Board of Directors to which the Board
                of
                Directors has delegated power to act under or pursuant to the provisions
                of the Plan.

            


    

    


    
      	 	 	
              Common
                Stock
                means shares of the Company’s common stock, $.0001 par value per
                share.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	 	
              Company
                means Mediavest, Inc., a New Jersey
                corporation.

            


    

    


    
      	 	 	
              Disability
                or
                Disabled
                means permanent and total disability as defined in Section 22(e)(3)
                of the
                Code.

            


    

    


    
      	 	 	
              Employee
                means any employee of the Company or of an Affiliate (including,
                without
                limitation, an employee who is also serving as an officer or director
                of
                the Company or of an Affiliate), designated by the Administrator
                to be
                eligible to be granted one or more Stock Rights under the
                Plan.

            


    

    


    
      	 	 	
              Fair
                Market Value
                of
                a Share of Common Stock means:

            


    

    


    (1) If
      the
      Common Stock is listed on a national securities exchange or traded in the
      over-the-counter market and sales prices are regularly reported for the Common
      Stock, the closing or, if not applicable, the last price of the Common Stock
      on
      the composite tape or other comparable reporting system for the trading day
      on
      the applicable date and if such applicable date is not a trading day, the last
      market trading day prior to such date; 

    


    (2) If
      the
      Common Stock is not traded on a national securities exchange but is traded
      on
      the over-the-counter market, if sales prices are not regularly reported for
      the
      Common Stock for the trading day referred to in clause (1), and if bid and
      asked prices for the Common Stock are regularly reported, the mean between
      the
      bid and the asked price for the Common Stock at the close of trading in the
      over-the-counter market for the trading day on which Common Stock was traded
      on
      the applicable date and if such applicable date is not a trading day, the last
      market trading day prior to such date; and

    


    (3) If
      the
      Common Stock is neither listed on a national securities exchange nor traded
      in
      the over-the-counter market, such value as the Administrator, in good faith,
      shall determine.

    


    
      	 	 	
              ISO
                means an option meant to qualify as an incentive stock option under
                Section 422 of the Code.

            


    

    


    
      	 	 	
              Non-Qualified
                Option
                means an option which is not intended to qualify as an
                ISO.

            


    

    


    
      	 	 	
              Option
                means an ISO or Non-Qualified Option granted under the
                Plan.

            


    

    


    
      	 	 	
              Participant
                means an Employee, director or consultant of the Company or an Affiliate
                to whom one or more Stock Rights are granted under the Plan. As
                used herein, “Participant” shall include “Participant’s Survivors” where
                the context requires.

            


    

    


    
      	 	 	
              Plan
                means this Mediavest, Inc. 2007 Employee, Director and Consultant
                Stock
                Plan.

            


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    
      	 	 	
              Shares
                means shares of the Common Stock as to which Stock Rights have been
                or may
                be granted under the Plan or any shares of capital stock into which
                the
                Shares are changed or for which they are exchanged within the provisions
                of Paragraph 3 of the Plan. The Shares issued under the Plan may be
                authorized and unissued shares or shares held by the Company in its
                treasury, or both.

            


    

    


    
      	 	 	
              Stock-Based
                Award
                means a grant by the Company under the Plan of an equity award or
                an
                equity based award which is not an Option or a Stock Grant.
                

            


    

    


    
      	 	 	
              Stock
                Grant
                means a grant by the Company of Shares under the
                Plan.

            


    

    


    
      	 	 	
              Stock
                Right
                means a right to Shares or the value of Shares of the Company granted
                pursuant to the Plan -- an ISO, a Non-Qualified Option, a Stock Grant
                or a
                Stock-Based Award.

            


    

    


    
      	 	 	
              Survivor
                means a deceased Participant’s legal representatives and/or any person or
                persons who acquired the Participant’s rights to a Stock Right by will or
                by the laws of descent and distribution.

            


         

    

    2.            
      PURPOSES
      OF THE PLAN.

    


    The
      Plan
      is intended to encourage ownership of Shares by Employees and directors of
      and
      certain consultants to the Company and its Affiliates in order to attract and
      retain such people, to induce them to work for the benefit of the Company or
      of
      an Affiliate and to provide additional incentive for them to promote the success
      of the Company or of an Affiliate. The Plan provides for the granting of ISOs,
      Non-Qualified Options, Stock Grants and Stock-Based Awards.

    


    
      	
              3.

            	
              SHARES
                SUBJECT TO THE PLAN.

            


    

    


    (a) The
      number of Shares which may be issued from time to time pursuant to this Plan
      shall be three million (3,000,000) shares, or the equivalent of such number
      of
      Shares after the Administrator, in its sole discretion, has interpreted the
      effect of any future stock split, stock dividend, combination, recapitalization
      or similar transaction in accordance with Paragraph 24 of the Plan.

    


    (b)
      If an
      Option ceases to be “outstanding”, in whole or in part (other than by exercise),
      or if the Company shall reacquire (at not more than its original issuance price)
      any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any
      Stock Right expires or is forfeited, cancelled, or otherwise terminated or
      results in any Shares not being issued, the unissued Shares which were subject
      to such Stock Right shall again be available for issuance from time to time
      pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is
      exercised, in whole or in part, by tender of Shares or if the Company’s tax
      withholding obligation is satisfied by withholding Shares, the number of Shares
      deemed to have been issued under the Plan for purposes of the limitation set
      forth in Paragraph 3(a) above shall be the number of Shares that were subject
      to
      the Stock Right or portion thereof, and not the net number of Shares actually
      issued.

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

    

    


    
      	
              4.

            	
              ADMINISTRATION
                OF THE PLAN.

            


    

    


    The
      Administrator of the Plan will be the Board of Directors, except to the extent
      the Board of Directors delegates its authority to the Committee, in which case
      the Committee shall be the Administrator. Subject to the provisions of the
      Plan,
      the Administrator is authorized to:

    


    
      	 	
              a.

            	
              Interpret
                the provisions of the Plan and all Stock Rights and to make all rules
                and
                determinations which it deems necessary or advisable for the
                administration of the Plan;

            


    

    


    
      	 	
              b.

            	
              Determine
                which Employees, directors and consultants shall be granted Stock
                Rights;

            


    

    


    
      	 	
              c.

            	
              Determine
                the number of Shares for which a Stock Right or Stock Rights shall
                be
                granted, provided, however, that in no event shall Stock Rights with
                respect to more than 500,000 Shares
                be granted to any Participant in any fiscal
                year;

            


    

    


    
      	 	
              d.

            	
              Specify
                the terms and conditions upon which a Stock Right or Stock Rights
                may be
                granted; 

            


    

    


    
      	 	
              e.

            	
              Make
                changes to any outstanding Stock Right, including, without limitation,
                to
                reduce or increase the exercise price or purchase price, accelerate
                the
                vesting schedule or extend the expiration date, provided that no
                such
                change shall impair the rights of a Participant under any grant previously
                made without such Participant’s consent;


            


    

    


    
      	 	
              f.

            	
              Buy
                out for a payment in cash or Shares, a Stock Right previously granted
                and/or cancel any such Stock Right and grant in substitution therefor
                other Stock Rights, covering the same or a different number of Shares
                and
                having an exercise price or purchase price per share which may be
                lower or
                higher than the exercise price or purchase price of the cancelled
                Stock
                Right, based on such terms and conditions as the Administrator shall
                establish and the Participant shall accept;
                and

            


    

    


    
      	 	
              g.

            	
              Adopt
                any sub-plans applicable to residents of any specified jurisdiction
                as it
                deems necessary or appropriate in order to comply with or take advantage
                of any tax or other laws applicable to the Company or to Plan Participants
                or to otherwise facilitate the administration of the Plan, which
                sub-plans
                may include additional restrictions or conditions applicable to Stock
                Rights or Shares issuable pursuant to a Stock
                Right;

            


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    provided,
      however, that all such interpretations, rules, determinations, terms and
      conditions shall be made and prescribed in the context of not causing any
      adverse tax consequences under Section 409A of the Code and preserving the
      tax
      status under Section 422 of the Code of those Options which are designated
      as
      ISOs. Subject to the foregoing, the interpretation and construction by the
      Administrator of any provisions of the Plan or of any Stock Right granted under
      it shall be final, unless otherwise determined by the Board of Directors, if
      the
      Administrator is the Committee. In addition, if the Administrator is the
      Committee, the Board of Directors may take any action under the Plan that would
      otherwise be the responsibility of the Committee.

    


    To
      the
      extent permitted under applicable law, the Board of Directors or the Committee
      may allocate all or any portion of its responsibilities and powers to any one
      or
      more of its members and may delegate all or any portion of its responsibilities
      and powers to any other person selected by it. The Board of Directors or the
      Committee may revoke any such allocation or delegation at any time.

    


    5.             ELIGIBILITY
      FOR PARTICIPATION.

    


    The
      Administrator will, in its sole discretion, name the Participants in the Plan,
      provided, however, that each Participant must be an Employee, director or
      consultant of the Company or of an Affiliate at the time a Stock Right is
      granted. Notwithstanding the foregoing, the Administrator may authorize the
      grant of a Stock Right to a person not then an Employee, director or consultant
      of the Company or of an Affiliate; provided, however, that the actual grant
      of
      such Stock Right shall be conditioned upon such person becoming eligible to
      become a Participant at or prior to the time of the execution of the Agreement
      evidencing such Stock Right. ISOs may be granted only to Employees.
      Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to
      any
      Employee, director or consultant of the Company or an Affiliate. The granting
      of
      any Stock Right to any individual shall neither entitle that individual to,
      nor
      disqualify him or her from, participation in any other grant of Stock
      Rights.

    


    


    6.            
      TERMS
      AND CONDITIONS OF OPTIONS.

    


    Each
      Option shall be set forth in writing in an Option Agreement, duly executed
      by
      the Company and, to the extent required by law or requested by the Company,
      by
      the Participant. The Administrator may provide that Options be granted subject
      to such terms and conditions, consistent with the terms and conditions
      specifically required under this Plan, as the Administrator may deem appropriate
      including, without limitation, subsequent approval by the shareholders of the
      Company of this Plan or any amendments thereto. The Option Agreements shall
      be
      subject to at least the following terms and conditions:

    


    
      	 	
              a.

            	
              Non-Qualified
                Options:
                Each Option intended to be a Non-Qualified Option shall be subject
                to the
                terms and conditions which the Administrator determines to be appropriate
                and in the best interest of the Company, subject to the following
                minimum
                standards for any such Non-Qualified
                Option:

            


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    .
      

    
      	 	 	i.	Option Price:
              Each Option Agreement shall state the option price (per
               share)
              of the Shares covered by each Option, which option price shall
              be determined
              by the Administrator but shall not be less than the Fair Market
               Value
              per share of Common Stock unless the terms of such Option  complies
              with the requirements of Section 409A of the Code or is granted
               to
              a consultant to whom Section 409A does not
              apply.


      	 	 	 	 


      	 	 	
              ii.

            	
              Number
                of Shares:
                Each Option Agreement shall state the number of Shares to which it
                pertains.

            


    

     

    
      	 	 	
              iii.

            	
              Option
                Periods:
                Each Option Agreement shall state the date or dates on which it first
                is
                exercisable and the date after which it may no longer be exercised,
                and
                may provide that the Option rights accrue or become exercisable in
                installments over a period of months or years, or upon the occurrence
                of
                certain conditions or the attainment of stated goals or
                events.

            


    

    


    
      	 	 	
              iv.

            	
              Option
                Conditions:
                Exercise of any Option may be conditioned upon the Participant’s execution
                of a Share purchase agreement in form satisfactory to the Administrator
                providing for certain protections for the Company and its other
                shareholders, including requirements
                that:

            


    

    


    
      	 	 	 	
              A.

            	
              The
                Participant’s or the Participant’s Survivors’ right to sell or transfer
                the Shares may be restricted; and

            


    

    


    
      	 	 	 	
              B.

            	
              The
                Participant or the Participant’s Survivors may be required to execute
                letters of investment intent and must also acknowledge that the Shares
                will bear legends noting any applicable
                restrictions.

            


    

    


    
      	 	
              b.

            	
              ISOs:
                Each Option intended to be an ISO shall be issued only to an Employee
                and
                be subject to the following terms and conditions, with such additional
                restrictions or changes as the Administrator determines are appropriate
                but not in conflict with Section 422 of the Code and relevant regulations
                and rulings of the Internal Revenue
                Service:

            


    

    


    
      	 	 	
              i.

            	
              Minimum
                standards:
                The ISO shall meet the minimum standards required of Non-Qualified
                Options, as described in Paragraph 6(a) above, except clause (i)
                thereunder.

            


    

    


    
      	 	 	
              ii.

            	
              Option
                Price:
                Immediately before the ISO is granted, if the Participant owns, directly
                or by reason of the applicable attribution rules in Section 424(d) of
                the Code:

            


    

    


    
      	 	 	 	
              A.

            	
              10%
                or
                less
                of
                the total combined voting power of all classes of stock of the Company
                or
                an Affiliate, the Option price per share of the Shares covered by
                each ISO
                shall not be less than 100% of the Fair Market Value per share of
                the
                Shares on the date of the grant of the Option;
                or

            


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    
      	 	 	 	
              B.

            	
              More
                than 10% of the total combined voting power of all classes of stock
                of the
                Company or an Affiliate, the Option price per share of the Shares
                covered
                by each ISO shall not be less than 110% of the Fair Market Value
                on the
                date of grant.

            


    

    


    
      	 	 	
              iii.

            	
              Term
                of Option:
                For Participants who own:

            


    

    


    
      	 	 	 	
              A.

            	
              10%
                or
                less
                of
                the total combined voting power of all classes of stock of the Company
                or
                an Affiliate, each ISO shall terminate not more than ten years from
                the
                date of the grant or at such earlier time as the Option Agreement
                may
                provide; or

            


    

    


    
      	 	 	 	
              B.

            	
              More
                than 10% of the total combined voting power of all classes of stock
                of the
                Company or an Affiliate, each ISO shall terminate not more than five
                years
                from the date of the grant or at such earlier time as the Option
                Agreement
                may provide.

            


    

    


    
      	 	 	
              iv.

            	
              Limitation
                on Yearly Exercise:
                The Option Agreements shall restrict the amount of ISOs which may
                become
                exercisable in any calendar year (under this or any other ISO plan
                of the
                Company or an Affiliate) so that the aggregate Fair Market Value
                (determined at the time each ISO is granted) of the stock with respect
                to
                which ISOs are exercisable for the first time by the Participant
                in any
                calendar year does not exceed
                $100,000.

            


    

    


    


    
      	
              7.

            	
              TERMS
                AND CONDITIONS OF STOCK GRANTS.

            


    

    


    Each
      offer of a Stock Grant to a Participant shall state the date prior to which
      the
      Stock Grant must be accepted by the Participant, and the principal terms of
      each
      Stock Grant shall be set forth in an Agreement, duly executed by the Company
      and, to the extent required by law or requested by the Company, by the
      Participant. The Agreement shall be in a form approved by the Administrator
      and
      shall contain terms and conditions which the Administrator determines to be
      appropriate and in the best interest of the Company, subject to the following
      minimum standards:

    


    
      	 	
              (a)

            	
              Each
                Agreement shall state the purchase price (per share), if any, of
                the
                Shares covered by each Stock Grant, which purchase price shall be
                determined by the Administrator but shall not be less than the minimum
                consideration required by the New Jersey Business Corporation Act
                on the
                date of the grant of the Stock
                Grant;

            


    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    
      	 	
              (b)

            	
              Each
                Agreement shall state the number of Shares to which the Stock Grant
                pertains; and

            


    

    


    
      	 	
              (c)

            	
              Each
                Agreement shall include the terms of any right of the Company to
                restrict
                or reacquire the Shares subject to the Stock Grant, including the
                time and
                events upon which such rights shall accrue and the purchase price
                therefor, if any.

            


    

    


    


    
      	
              8.

            	
              TERMS
                AND CONDITIONS OF OTHER STOCK-BASED AWARDS.
                

            


    

    


    The
      Administrator shall have the right to grant other Stock-Based Awards based
      upon
      the Common Stock having such terms and conditions as the Administrator may
      determine, including, without limitation, the grant of Shares based upon certain
      conditions, the grant of securities convertible into Shares and the grant of
      stock appreciation rights, phantom stock awards or stock units. The principal
      terms of each Stock-Based Award shall be set forth in an Agreement, duly
      executed by the Company and, to the extent required by law or requested by
      the
      Company, by the Participant. The Agreement shall be in a form approved by the
      Administrator and shall contain terms and conditions which the Administrator
      determines to be appropriate and in the best interest of the Company.


    


    The
      Company intends that the Plan and any Stock-Based Awards granted hereunder
      be
      exempt from the application of Section 409A of the Code or meet the requirements
      of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code
      (and any successor provisions of the Code) and the regulations and other
      guidance issued thereunder (the “Requirements”), to the extent applicable, and
      be operated in accordance with such Requirements so that any compensation
      deferred under any Stock-Based Award (and applicable investment earnings) shall
      not be included in income under Section 409A of the Code. Any ambiguities in
      the
      Plan shall be construed to effect the intent as described in this Paragraph
      8.


    


    


    9. EXERCISE
      OF OPTIONS AND ISSUE OF SHARES.

    


    An
      Option
      (or any part or installment thereof) shall be exercised by giving written notice
      to the Company or its designee, together with provision for payment of the
      full
      purchase price in accordance with this Paragraph for the Shares as to which
      the
      Option is being exercised, and upon compliance with any other condition(s)
      set
      forth in the Option Agreement. Such notice shall be signed by the person
      exercising the Option, shall state the number of Shares with respect to which
      the Option is being exercised and shall contain any representation required
      by
      the Plan or the Option Agreement. Payment of the purchase price for the Shares
      as to which such Option is being exercised shall be made (a) in United
      States dollars in cash or by check, or (b) at the discretion of the
      Administrator, through delivery of shares of Common Stock having a Fair Market
      Value equal as of the date of the exercise to the cash exercise price of the
      Option and held for at least six months, or (c) at the discretion of the
      Administrator, by having the Company retain from the shares otherwise issuable
      upon exercise of the Option, a number of shares having a Fair Market Value
      equal
      as of the date of exercise to the exercise price of the Option, or (d) at the
      discretion of the Administrator, by delivery of the grantee’s personal recourse
      note bearing interest payable not less than annually at no less than 100% of
      the
      applicable Federal rate, as defined in Section 1274(d) of the Code, or
      (e) at the discretion of the Administrator, in accordance with a cashless
      exercise program established with a securities brokerage firm, and approved
      by
      the Administrator, or (f) at the discretion of the Administrator, by any
      combination of (a), (b), (c), (d) and (e) above or (g) at the discretion of
      the
      Administrator, payment of such other lawful consideration as the Administrator
      may determine. Notwithstanding the foregoing, the Administrator shall accept
      only such payment on exercise of an ISO as is permitted by Section 422 of the
      Code.

      
        
           

        

        
          8

          
            

          

        

        
           

        

      



    The
      Company shall then reasonably promptly deliver the Shares as to which such
      Option was exercised to the Participant (or to the Participant’s Survivors, as
      the case may be). In determining what constitutes “reasonably promptly,” it is
      expressly understood that the issuance and delivery of the Shares may be delayed
      by the Company in order to comply with any law or regulation (including, without
      limitation, state securities or “blue sky” laws) which requires the Company to
      take any action with respect to the Shares prior to their issuance. The Shares
      shall, upon delivery, be fully paid, non-assessable Shares.

    


    The
      Administrator shall have the right to accelerate the date of exercise of any
      installment of any Option; provided that the Administrator shall not accelerate
      the exercise date of any installment of any Option granted to an Employee as
      an
      ISO (and not previously converted into a Non-Qualified Option pursuant to
      Paragraph 27) without the prior approval of the Employee if such acceleration
      would violate the annual vesting limitation contained in Section 422(d) of
      the
      Code, as described in Paragraph 6(b)(iv).

    


    The
      Administrator may, in its discretion, amend any term or condition of an
      outstanding Option provided (i) such term or condition as amended is permitted
      by the Plan, (ii) any such amendment shall be made only with the consent of
      the
      Participant to whom the Option was granted, or in the event of the death of
      the
      Participant, the Participant’s Survivors, if the amendment is adverse to the
      Participant, and (iii) any such amendment of any Option shall be made only
      after
      the Administrator determines whether such amendment would constitute a
“modification” of any Option which is an ISO (as that term is defined in Section
      424(h) of the Code) or would cause any adverse tax consequences for the holder
      of any Option including, but not limited to, pursuant to Section 409A of the
      Code.

    


    


    
      	
              10.

            	
              ACCEPTANCE
                OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.

            


    

    


    A
      Stock
      Grant or Stock-Based Award (or any part or installment thereof) shall be
      accepted by executing the applicable Agreement and delivering it to the Company
      or its designee, together with provision for payment of the full purchase price,
      if any, in accordance with this Paragraph for the Shares as to which such Stock
      Grant or Stock-Based Award is being accepted, and upon compliance with any
      other
      conditions set forth in the applicable Agreement. Payment of the purchase price
      for the Shares as to which such Stock Grant or Stock-Based Award is being
      accepted shall be made (a) in United States dollars in cash or by check, or
      (b)
      at the discretion of the Administrator, through delivery of shares of Common
      Stock held for at least six months and having a Fair Market Value equal as
      of
      the date of acceptance of the Stock Grant or Stock Based-Award to the purchase
      price of the Stock Grant or Stock-Based Award, or (c) at the discretion of
      the
      Administrator, by delivery of the grantee’s personal recourse note bearing
      interest payable not less than annually at no less than 100% of the applicable
      Federal rate, as defined in Section 1274(d) of the Code, or (d) at the
      discretion of the Administrator, by any combination of (a), (b) and (c) above;
      or (e) at the discretion of the Administrator, payment of such other lawful
      consideration as the Administrator may determine.

      
        
           

        

        
          9

          
            

          

        

        
           

        

      



    The
      Company shall then, if required by the applicable Agreement, reasonably promptly
      deliver the Shares as to which such Stock Grant or Stock-Based Award was
      accepted to the Participant (or to the Participant’s Survivors, as the case may
      be), subject to any escrow provision set forth in the applicable Agreement.
      In
      determining what constitutes “reasonably promptly,” it is expressly understood
      that the issuance and delivery of the Shares may be delayed by the Company
      in
      order to comply with any law or regulation (including, without limitation,
      state
      securities or “blue sky” laws) which requires the Company to take any action
      with respect to the Shares prior to their issuance.

    


    The
      Administrator may, in its discretion, amend any term or condition of an
      outstanding Stock Grant, Stock-Based Award or applicable Agreement provided
      (i)
      such term or condition as amended is permitted by the Plan, (ii) any such
      amendment shall be made only with the consent of the Participant to whom the
      Stock Grant or Stock-Based Award was made, if the amendment is adverse to the
      Participant, and (iii) any such amendment shall be made only after the
      Administrator determines whether such amendment would cause any adverse tax
      consequences to the Participant, including, but not limited to, pursuant to
      Section 409A of the Code.

    


    


    
      	
              11.

            	
              RIGHTS
                AS A SHAREHOLDER.

            


    

    


    No
      Participant to whom a Stock Right has been granted shall have rights as a
      shareholder with respect to any Shares covered by such Stock Right, except
      after
      due exercise of the Option or acceptance of the Stock Grant or as set forth
      in
      any Agreement, and tender of the full purchase price, if any, for the Shares
      being purchased pursuant to such exercise or acceptance and registration of
      the
      Shares in the Company’s share register in the name of the
      Participant.

    


    


    
      	
              12.

            	
              ASSIGNABILITY
                AND TRANSFERABILITY OF STOCK RIGHTS.

            


    

    


    By
      its
      terms, a Stock Right granted to a Participant shall not be transferable by
      the
      Participant other than (i) by will or by the laws of descent and distribution,
      or (ii) as approved by the Administrator in its discretion and set forth in
      the
      applicable Agreement. Notwithstanding the foregoing, an ISO transferred except
      in compliance with clause (i) above shall no longer qualify as an ISO. The
      designation of a beneficiary of a Stock Right by a Participant, with the prior
      approval of the Administrator and in such form as the Administrator shall
      prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except
      as provided above, a Stock Right shall only be exercisable or may only be
      accepted, during the Participant’s lifetime, by such Participant (or by his or
      her legal representative) and shall not be assigned, pledged or hypothecated
      in
      any way (whether by operation of law or otherwise) and shall not be subject
      to
      execution, attachment or similar process. Any attempted transfer, assignment,
      pledge, hypothecation or other disposition of any Stock Right or of any rights
      granted thereunder contrary to the provisions of this Plan, or the levy of
      any
      attachment or similar process upon a Stock Right, shall be null and
      void.

      
        
           

        

        
          10

          
            

          

        

        
           

        

      



    
      	
              13.

            	
              EFFECT
                ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH
                OR
                DISABILITY.

            


    

    


    Except
      as
      otherwise provided in a Participant’s Option Agreement, in the event of a
      termination of service (whether as an employee, director or consultant) with
      the
      Company or an Affiliate before the Participant has exercised an Option, the
      following rules apply:

    


    
      	 	
              a.

            	
              A
                Participant who ceases to be an employee, director or consultant
                of the
                Company or of an Affiliate (for any reason other than termination
                for
                Cause, Disability, or death for which events there are special rules
                in
                Paragraphs 14, 15, and 16, respectively), may exercise any Option
                granted
                to him or her to the extent that the Option is exercisable on the
                date of
                such termination of service, but only within such term as the
                Administrator has designated in a Participant’s Option
                Agreement.

            


    

    


    
      	 	
              b.

            	
              Except
                as provided in Subparagraph (c) below, or Paragraph 15 or 16, in
                no event
                may an Option intended to be an ISO, be exercised later than three
                months
                after the Participant’s termination of
                employment.

            


    

    


    
      	 	
              c.

            	
              The
                provisions of this Paragraph, and not the provisions of Paragraph
                15 or
                16, shall apply to a Participant who subsequently becomes Disabled
                or dies
                after the termination of employment, director status or consultancy;
                provided, however, in the case of a Participant’s Disability or death
                within three months after the termination of employment, director
                status
                or consultancy, the Participant or the Participant’s Survivors may
                exercise the Option within one year after the date of the Participant’s
                termination of service, but in no event after the date of expiration
                of
                the term of the Option.

            


    

    


    
      	 	
              d.

            	
              Notwithstanding
                anything herein to the contrary, if subsequent to a Participant’s
                termination of employment, termination of director status or termination
                of consultancy, but prior to the exercise of an Option, the Board
                of
                Directors determines that, either prior or subsequent to the Participant’s
                termination, the Participant engaged in conduct which would constitute
                Cause, then such Participant shall forthwith cease to have any right
                to
                exercise any Option.

            


    

    


    
      	 	
              e.

            	
              A
                Participant to whom an Option has been granted under the Plan who
                is
                absent from the Company or an Affiliate because of temporary disability
                (any disability other than a Disability as defined in Paragraph 1
                hereof),
                or who is on leave of absence for any purpose, shall not, during
                the
                period of any such absence, be deemed, by virtue of such absence
                alone, to
                have terminated such Participant’s employment, director status or
                consultancy with the Company or with an Affiliate, except as the
                Administrator may otherwise expressly provide; provided however that
                for
                ISOs any leave of absence granted by the Administrator of greater
                than
                ninety days unless pursuant to a contract or statute that guarantees
                the
                right to reemployment shall cause such ISO to become a Non-Qualified
                Option. 

            


    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    
      	 	
              f.

            	
              Except
                as required by law or as set forth in a Participant’s Option Agreement,
                Options granted under the Plan shall not be affected by any change
                of a
                Participant’s status within or among the Company and any Affiliates, so
                long as the Participant continues to be an employee, director or
                consultant of the Company or any
                Affiliate.

            


    

    


    


    
      	
              14.

            	
              EFFECT
                ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.

            


    

    


    Except
      as
      otherwise provided in a Participant’s Option Agreement, the following rules
      apply if the Participant’s service (whether as an employee, director or
      consultant) with the Company or an Affiliate is terminated for Cause prior
      to
      the time that all his or her outstanding Options have been
      exercised:

    


    
      	 	
              a.

            	
              All
                outstanding and unexercised Options as of the time the Participant
                is
                notified his or her service is terminated for Cause will immediately
                be
                forfeited.

            


    

    


    
      	 	
              b.

            	
              Cause
                is not limited to events which have occurred prior to a Participant’s
                termination of service, nor is it necessary that the Administrator’s
                finding of Cause occur prior to termination. If the Administrator
                determines, subsequent to a Participant’s termination of service but prior
                to the exercise of an Option, that either prior or subsequent to
                the
                Participant’s termination the Participant engaged in conduct which would
                constitute Cause, then the right to exercise any Option is
                forfeited.

            


    

    


    


    
      	
              15.

            	
              EFFECT
                ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.

            


    

    


    Except
      as
      otherwise provided in a Participant’s Option Agreement:

    


    
      	 	
              a.
                

            	
              A
                Participant who ceases to be an employee, director or consultant
                of the
                Company or of an Affiliate by reason of Disability may exercise any
                Option
                granted to such Participant:

            


    

    


    (i) To
      the
      extent that the Option has become exercisable but has not been exercised on
      the
      date of Disability; and

    


    (ii) In
      the
      event rights to exercise the Option accrue periodically, to the extent of a
      pro
      rata portion through the date of Disability of any additional vesting rights
      that would have accrued on the next vesting date had the Participant not become
      Disabled. The proration shall be based upon the number of days accrued in the
      current vesting period prior to the date of Disability.


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    
      	 	
              b.

            	
              A
                Disabled Participant may exercise such rights only within the period
                ending one year after the date of the Participant’s Disability,
                notwithstanding that the Participant might have been able to exercise
                the
                Option as to some or all of the Shares on a later date if the Participant
                had not become Disabled and had continued to be an employee, director
                or
                consultant or, if earlier, within the originally prescribed term
                of the
                Option.

            


    

    


    
      	 	
              c.

            	
              The
                Administrator shall make the determination both of whether Disability
                has
                occurred and the date of its occurrence (unless a procedure for such
                determination is set forth in another agreement between the Company
                and
                such Participant, in which case such procedure shall be used for
                such
                determination). If requested, the Participant shall be examined by
                a
                physician selected or approved by the Administrator, the cost of
                which
                examination shall be paid for by the
                Company.

            


    

    


    


    
      	
              16.

            	
              EFFECT
                ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR
                CONSULTANT.

            


    

    


    Except
      as
      otherwise provided in a Participant’s Option Agreement:

    


    
      	 	
              a.

            	
              In
                the event of the death of a Participant while the Participant is
                an
                employee, director or consultant of the Company or of an Affiliate,
                such
                Option may be exercised by the Participant’s
                Survivors:

            


    

    


    (i)
       To
      the
      extent that the Option has become exercisable but has not been exercised on
      the
      date of death; and

    


    (ii) In
      the
      event rights to exercise the Option accrue periodically, to the extent of a
      pro
      rata portion through the date of death of any additional vesting rights that
      would have accrued on the next vesting date had the Participant not died. The
      proration shall be based upon the number of days accrued in the current vesting
      period prior to the Participant’s date of death.

    


    
      	 	
              b.

            	
              If
                the Participant’s Survivors wish to exercise the Option, they must take
                all necessary steps to exercise the Option within one year after
                the date
                of death of such Participant, notwithstanding that the decedent might
                have
                been able to exercise the Option as to some or all of the Shares
                on a
                later date if he or she had not died and had continued to be an employee,
                director or consultant or, if earlier, within the originally prescribed
                term of the Option.

            


    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    
      	
              17.

            	
              EFFECT
                OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS.

            


    

    


    In
      the
      event of a termination of service (whether as an employee, director or
      consultant) with the Company or an Affiliate for any reason before the
      Participant has accepted a Stock Grant, such offer shall terminate.

    


    For
      purposes of this Paragraph 17 and Paragraph 18 below, a Participant to whom
      a
      Stock Grant has been offered and accepted under the Plan who is absent from
      work
      with the Company or with an Affiliate because of temporary disability (any
      disability other than a Disability as defined in Paragraph 1 hereof), or who
      is
      on leave of absence for any purpose, shall not, during the period of any such
      absence, be deemed, by virtue of such absence alone, to have terminated such
      Participant’s employment, director status or consultancy with the Company or
      with an Affiliate, except as the Administrator may otherwise expressly
      provide.

    


    In
      addition, for purposes of this Paragraph 17 and Paragraph 18 below, any change
      of employment or other service within or among the Company and any Affiliates
      shall not be treated as a termination of employment, director status or
      consultancy so long as the Participant continues to be an employee, director
      or
      consultant of the Company or any Affiliate.

    


    


    
      	
              18.

            	
              EFFECT
                ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR
                DEATH OR
                DISABILITY.

            


    

    


    Except
      as
      otherwise provided in a Participant’s Stock Grant Agreement, in the event of a
      termination of service (whether as an employee, director or consultant), other
      than termination for Cause, Disability, or death for which events there are
      special rules in Paragraphs 19, 20, and 21, respectively, before all forfeiture
      provisions or Company rights of repurchase shall have lapsed, then the Company
      shall have the right to cancel or repurchase that number of Shares subject
      to a
      Stock Grant as to which the Company’s forfeiture or repurchase rights have not
      lapsed.

    


    


    
      	
              19.

            	
              EFFECT
                ON STOCK GRANTS OF TERMINATION OF SERVICE FOR CAUSE.

            


    

    


    Except
      as
      otherwise provided in a Participant’s Stock Grant Agreement, the following rules
      apply if the Participant’s service (whether as an employee, director or
      consultant) with the Company or an Affiliate is terminated for
      Cause:

    


    
      	 	
              a.

            	
              All
                Shares subject to any Stock Grant that remain subject to forfeiture
                provisions or as to which the Company shall have a repurchase right
                shall
                be immediately forfeited to the Company as of the time the Participant
                is
                notified his or her service is terminated for
                Cause.

            


    

    


    
      	 	
              b.

            	
              Cause
                is not limited to events which have occurred prior to a Participant’s
                termination of service, nor is it necessary that the Administrator’s
                finding of Cause occur prior to termination. If the Administrator
                determines, subsequent to a Participant’s termination of service, that
                either prior or subsequent to the Participant’s termination the
                Participant engaged in conduct which would constitute Cause, then
                the
                Company’s right to repurchase all of such Participant’s Shares shall
                apply.

            


    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    
      	
              20.

            	
              EFFECT
                ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.

            


    

    


    Except
      as
      otherwise provided in a Participant’s Stock Grant Agreement, the following rules
      apply if a Participant ceases to be an employee, director or consultant of
      the
      Company or of an Affiliate by reason of Disability: to the extent the forfeiture
      provisions or the Company’s rights of repurchase have not lapsed on the date of
      Disability, they shall be exercisable; provided, however, that in the event
      such
      forfeiture provisions or rights of repurchase lapse periodically, such
      provisions or rights shall lapse to the extent of a pro rata portion of the
      Shares subject to such Stock Grant through the date of Disability as would
      have
      lapsed had the Participant not become Disabled. The proration shall be based
      upon the number of days accrued prior to the date of Disability.

    


    The
      Administrator shall make the determination both of whether Disability has
      occurred and the date of its occurrence (unless a procedure for such
      determination is set forth in another agreement between the Company and such
      Participant, in which case such procedure shall be used for such determination).
      If requested, the Participant shall be examined by a physician selected or
      approved by the Administrator, the cost of which examination shall be paid
      for
      by the Company.

    


    


    
      	
              21.

            	
              EFFECT
                ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR
                CONSULTANT.

            


    

    


    Except
      as
      otherwise provided in a Participant’s Stock Grant Agreement, the following rules
      apply in the event of the death of a Participant while the Participant is an
      employee, director or consultant of the Company or of an Affiliate: to the
      extent the forfeiture provisions or the Company’s rights of repurchase have not
      lapsed on the date of death, they shall be exercisable; provided, however,
      that
      in the event such forfeiture provisions or rights of repurchase lapse
      periodically, such provisions or rights shall lapse to the extent of a pro
      rata
      portion of the Shares subject to such Stock Grant through the date of death
      as
      would have lapsed had the Participant not died. The proration shall be based
      upon the number of days accrued prior to the Participant’s
      death.


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    22.           
      PURCHASE
      FOR INVESTMENT.

    


    Unless
      the offering and sale of the Shares to be issued upon the particular exercise
      or
      acceptance of a Stock Right shall have been effectively registered under the
      Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”),
      the Company shall be under no obligation to issue the Shares covered by such
      exercise unless and until the following conditions have been
      fulfilled:

    


    
      	 	
              a.

            	
              The
                person(s) who exercise(s) or accept(s) such Stock Right shall warrant
                to
                the Company, prior to the receipt of such Shares, that such person(s)
                are
                acquiring such Shares for their own respective accounts, for investment,
                and not with a view to, or for sale in connection with, the distribution
                of any such Shares, in which event the person(s) acquiring such Shares
                shall be bound by the provisions of the following legend which shall
                be
                endorsed upon the certificate(s) evidencing their Shares issued pursuant
                to such exercise or such grant:

            


    

    


    
      	 	 	 	
              “The
                shares represented by this certificate have been taken for investment
                and
                they may not be sold or otherwise transferred by any person, including
                a
                pledgee, unless (1) either (a) a Registration Statement with respect
                to
                such shares shall be effective under the Securities Act of 1933,
                as
                amended, or (b) the Company shall have received an opinion of counsel
                satisfactory to it that an exemption from registration under such
                Act is
                then available, and (2) there shall have been compliance with all
                applicable state securities laws.”

            


    

    


    
      	 	
              b.

            	
              At
                the discretion of the Administrator, the Company shall have received
                an
                opinion of its counsel that the Shares may be issued upon such particular
                exercise or acceptance in compliance with the 1933 Act without
                registration thereunder.

            


    

    


    


    
      	
              23.

            	
              DISSOLUTION
                OR LIQUIDATION OF THE COMPANY.

            


    

    


    Upon
      the
      dissolution or liquidation of the Company, all Options granted under this Plan
      which as of such date shall not have been exercised and all Stock Grants and
      Stock-Based Awards which have not been accepted will terminate and become null
      and void; provided, however, that if the rights of a Participant or a
      Participant’s Survivors have not otherwise terminated and expired, the
      Participant or the Participant’s Survivors will have the right immediately prior
      to such dissolution or liquidation to exercise or accept any Stock Right to
      the
      extent that the Stock Right is exercisable or subject to acceptance as of the
      date immediately prior to such dissolution or liquidation. Upon the dissolution
      or liquidation of the Company, any outstanding Stock-Based Awards shall
      immediately terminate unless otherwise determined by the Administrator or
      specifically provided in the applicable Agreement.

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

    

    


    
      	
              24.

            	
              ADJUSTMENTS.

            


    

    


    Upon
      the
      occurrence of any of the following events, a Participant’s rights with respect
      to any Stock Right granted to him or her hereunder shall be adjusted as
      hereinafter provided, unless otherwise specifically provided in a Participant’s
      Agreement:

    


    a.            
      Stock
      Dividends and Stock Splits.
      If
      (i) the shares of Common Stock shall be subdivided or combined into a
      greater or smaller number of shares or if the Company shall issue any shares
      of
      Common Stock as a stock dividend on its outstanding Common Stock, or
      (ii) additional shares or new or different shares or other securities of
      the Company or other non-cash assets are distributed with respect to such shares
      of Common Stock, the number of shares of Common Stock deliverable upon the
      exercise of an Option or acceptance of a Stock Grant shall be appropriately
      increased or decreased proportionately, and appropriate adjustments shall be
      made including, in the purchase price per share, to reflect such events. The
      number of Shares subject to the limitations in Paragraph 3(a) and
      4(c) shall
      also be proportionately adjusted upon the occurrence of such
      events.

    


    b.             Corporate
      Transactions.
      If the
      Company is to be consolidated with or acquired by another entity in a merger,
      consolidation, or sale of all or substantially all of the Company’s assets other
      than a transaction to merely change the state of incorporation (a “Corporate
      Transaction”), the Administrator or the board of directors of any entity
      assuming the obligations of the Company hereunder (the “Successor Board”),
      shall, as to outstanding Options, either (i) make appropriate provision for
      the
      continuation of such Options by substituting on an equitable basis for the
      Shares then subject to such Options either the consideration payable with
      respect to the outstanding shares of Common Stock in connection with the
      Corporate Transaction or securities of any successor or acquiring entity; or
      (ii) upon written notice to the Participants, provide that such Options must
      be
      exercised (either (A) to the extent then exercisable or, (B) at the discretion
      of the Administrator, any such Options being made fully exercisable for purposes
      of this Subparagraph), within a specified number of days of the date of such
      notice, at the end of which period such Options shall terminate; or (iii)
      terminate such Options in exchange for a cash payment equal to the excess of
      the
      Fair Market Value of the Shares subject to such Options (either (A) to the
      extent then exercisable or, (B) at the discretion of the Administrator, any
      such
      Options being made fully exercisable for purposes of this Subparagraph) over
      the
      exercise price thereof.

    


    With
      respect to outstanding Stock Grants, the Administrator or the Successor Board,
      shall either (i) make appropriate provisions for the continuation of such Stock
      Grants on the same terms and conditions by substituting on an equitable basis
      for the Shares then subject to such Stock Grants either the consideration
      payable with respect to the outstanding Shares of Common Stock in connection
      with the Corporate Transaction or securities of any successor or acquiring
      entity; or (ii) terminate such Stock Grants in exchange for a cash payment
      equal
      to the excess of the Fair Market Value of the Shares subject to such Stock
      Grants over the purchase price thereof, if any. In addition, in the event of
      a
      Corporate Transaction, the Administrator may waive any or all Company forfeiture
      or repurchase rights with respect to outstanding Stock Grants.


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    c.            
      Recapitalization
      or Reorganization.
      In the
      event of a recapitalization or reorganization of the Company other than a
      Corporate Transaction pursuant to which securities of the Company or of another
      corporation are issued with respect to the outstanding shares of Common Stock,
      a
      Participant upon exercising an Option or accepting a Stock Grant after the
      recapitalization or reorganization shall be entitled to receive for the purchase
      price paid upon such exercise or acceptance of the number of replacement
      securities which would have been received if such Option had been exercised
      or
      Stock Grant accepted prior to such recapitalization or
      reorganization.

    


    d.           
      Adjustments
      to Stock-Based Awards.
      Upon
      the happening of any of the events described in Subparagraphs a, b or c above,
      any outstanding Stock-Based Award shall be appropriately adjusted to reflect
      the
      events described in such Subparagraphs. The Administrator or the Successor
      Board
      shall determine the specific adjustments to be made under this Paragraph 24,
      including, but not limited to the effect if any, of a Change of Control and,
      subject to Paragraph 4, its determination shall be conclusive.

    


    e.            
      Modification
      of Options.
      Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph
      a,
      b or c above with respect to Options shall be made only after the Administrator
      determines whether such adjustments would constitute a “modification” of any ISO
      (as that term is defined in Section 424(h) of the Code) or would cause any
      adverse tax consequences for the holders of such Options, including, but not
      limited to, pursuant to Section 409A of the Code. If the Administrator
      determines that such adjustments made with respect to Options would constitute
      a
      modification or other adverse tax consequence, it may refrain from making such
      adjustments, unless the holder of an Option specifically agrees in writing
      that
      such adjustment be made and such writing indicates that the holder has full
      knowledge of the consequences of such “modification” on his or her income tax
      treatment with respect to the Option. This paragraph shall not apply to the
      acceleration of the vesting of any ISO that would cause any portion of the
      ISO
      to violate the annual vesting limitation contained in Section 422(d) of the
      Code, as described in Paragraph 6b(iv).

    


    


    
      	
              25.

            	
              ISSUANCES
                OF SECURITIES.

            


    

    


    Except
      as
      expressly provided herein, 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 thereof shall be made with respect to,
      the
      number or price of shares subject to Stock Rights. Except as expressly provided
      herein, no adjustments shall be made for dividends paid in cash or in property
      (including without limitation, securities) of the Company prior to any issuance
      of Shares pursuant to a Stock Right.

    


    


    
      	
              26.

            	
              FRACTIONAL
                SHARES.

            


    

    


    No
      fractional shares shall be issued under the Plan and the person exercising
      a
      Stock Right shall receive from the Company cash in lieu of such fractional
      shares equal to the Fair Market Value thereof.


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    
      	
              27.

            	
              CONVERSION
                OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.

            


    

    


    The
      Administrator, at the written request of any Participant, may in its discretion
      take such actions as may be necessary to convert such Participant’s ISOs (or any
      portions thereof) that have not been exercised on the date of conversion into
      Non-Qualified Options at any time prior to the expiration of such ISOs,
      regardless of whether the Participant is an employee of the Company or an
      Affiliate at the time of such conversion. At the time of such conversion, the
      Administrator (with the consent of the Participant) may impose such conditions
      on the exercise of the resulting Non-Qualified Options as the Administrator
      in
      its discretion may determine, provided that such conditions shall not be
      inconsistent with this Plan. Nothing in the Plan shall be deemed to give any
      Participant the right to have such Participant’s ISOs converted into
      Non-Qualified Options, and no such conversion shall occur until and unless
      the
      Administrator takes appropriate action. The Administrator, with the consent
      of
      the Participant, may also terminate any portion of any ISO that has not been
      exercised at the time of such conversion.

    


    


    
      	
              28.

            	
              WITHHOLDING.

            


    

    


    In
      the
      event that any federal, state, or local income taxes, employment taxes, Federal
      Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts are
      required by applicable law or governmental regulation to be withheld from the
      Participant’s salary, wages or other remuneration in connection with the
      exercise or acceptance of a Stock Right or in connection with a Disqualifying
      Disposition (as defined in Paragraph 29) or upon the lapsing of any forfeiture
      provision or right of repurchase or for any other reason required by law, the
      Company may withhold from the Participant’s compensation, if any, or may require
      that the Participant advance in cash to the Company, or to any Affiliate of
      the
      Company which employs or employed the Participant, the statutory minimum amount
      of such withholdings unless a different withholding arrangement, including
      the
      use of shares of the Company’s Common Stock or a promissory note, is authorized
      by the Administrator (and permitted by law). For purposes hereof, the fair
      market value of the shares withheld for purposes of payroll withholding shall
      be
      determined in the manner set forth under the definition of Fair Market Value
      provided in Paragraph 1 above, as of the most recent practicable date prior
      to
      the date of exercise. If the fair market value of the shares withheld is less
      than the amount of payroll withholdings required, the Participant may be
      required to advance the difference in cash to the Company or the Affiliate
      employer. The Administrator in its discretion may condition the exercise of
      an
      Option for less than the then Fair Market Value on the Participant’s payment of
      such additional withholding. 

    


    


    
      	
              29.

            	
              NOTICE
                TO COMPANY OF DISQUALIFYING DISPOSITION.

            


    

    


    Each
      Employee who receives an ISO must agree to notify the Company in writing
      immediately after the Employee makes a Disqualifying Disposition of any shares
      acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is
      defined in Section 424(c) of the Code and includes any disposition (including
      any sale or gift) of such shares before the later of (a) two years after the
      date the Employee was granted the ISO, or (b) one year after the date the
      Employee acquired Shares by exercising the ISO, except as otherwise provided
      in
      Section 424(c) of the Code. If the Employee has died before such stock is sold,
      these holding period requirements do not apply and no Disqualifying Disposition
      can occur thereafter.


    
      
         

      

      
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              30.

            	
              TERMINATION
                OF THE PLAN.

            


    

    


    The
      Plan
      will terminate on September 27, 2017, the date which is ten years from the
      earlier
      of the
      date of its adoption by the Board of Directors and the date of its approval
      by
      the shareholders of the Company. The Plan may be terminated at an earlier date
      by vote of the shareholders or the Board of Directors of the Company; provided,
      however, that any such earlier termination shall not affect any Agreements
      executed prior to the effective date of such termination.

    


    


    
      	
              31.

            	
              AMENDMENT
                OF THE PLAN AND AGREEMENTS.

            


    

    


    The
      Plan
      may be amended by the shareholders of the Company. The Plan may also be amended
      by the Administrator, including, without limitation, to the extent necessary
      to
      qualify any or all outstanding Stock Rights granted under the Plan or Stock
      Rights to be granted under the Plan for favorable federal income tax treatment
      as may be afforded incentive stock options under Section 422 of the Code
      (including deferral of taxation upon exercise), and to the extent necessary
      to
      qualify the shares issuable upon exercise or acceptance of any outstanding
      Stock
      Rights granted, or Stock Rights to be granted, under the Plan for listing on
      any
      national securities exchange or quotation in any national automated quotation
      system of securities dealers. Any amendment approved by the Administrator which
      the Administrator determines is of a scope that requires shareholder approval
      shall be subject to obtaining such shareholder approval. Any modification or
      amendment of the Plan shall not, without the consent of a Participant, adversely
      affect his or her rights under a Stock Right previously granted to him or her.
      With the consent of the Participant affected, the Administrator may amend
      outstanding Agreements in a manner which may be adverse to the Participant
      but
      which is not inconsistent with the Plan. In the discretion of the Administrator,
      outstanding Agreements may be amended by the Administrator in a manner which
      is
      not adverse to the Participant.

    


    


    
      	
              32.

            	
              EMPLOYMENT
                OR OTHER RELATIONSHIP.

            


    

    


    Nothing
      in this Plan or any Agreement shall be deemed to prevent the Company or an
      Affiliate from terminating the employment, consultancy or director status of
      a
      Participant, nor to prevent a Participant from terminating his or her own
      employment, consultancy or director status or to give any Participant a right
      to
      be retained in employment or other service by the Company or any Affiliate
      for
      any period of time.

    


    


    
      	
              33.

            	
              GOVERNING
                LAW.

            


    

    


    This
      Plan
      shall be construed and enforced in accordance with the law of New
      Jersey.

    


    
      
         

      

      
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