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                                                                   EXHIBIT 10.22


                             MICROFIELD GROUP, INC.

                            2004 STOCK INCENTIVE PLAN

      1. PURPOSE. The purpose of this Stock Incentive Plan (the "Plan") is to
enable Microfield Group, Inc. (the "Company") to attract and retain the services
of (1) selected employees, officers and directors of the Company or of any
subsidiary of the Company and (2) selected nonemployee agents, consultants,
advisors, persons involved in the sale or distribution of the Company's products
and independent Contractors of the Company or any subsidiary.

      2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below and
in paragraph 13, the shares to be offered under the Plan shall consist of Common
Stock of the Company, and the total number of shares of Common Stock that may be
issued under the Plan shall not exceed 10,000,000 shares. The shares issued
under the Plan may be authorized and unissued shares or reacquired shares. If an
option, stock appreciation right or performance unit granted under the Plan
expires, terminates or is cancelled, the unissued shares subject to such option,
stock appreciation right or performance unit shall again be available under the
Plan. If shares sold or awarded as a bonus under the Plan are forfeited to the
Company or repurchased by the Company, the number of shares forfeited or
repurchased shall again be available under the Plan.

      3. EFFECTIVE DATE AND DURATION OF PLAN.

            (a) EFFECTIVE DATE. The Plan shall become effective as of upon the
approval of the Plan by the shareholders and the filing of the Articles of
Amendment expanding authorized shares of Common Stock to 125,000,000 shares. No
option, stock appreciation right or performance unit granted under the Plan to
an officer who is subject to Section 16(b) of the Securities Exchange Act of
1934, as amended (an "Officer") or a director, and no incentive stock option,
shall become exercisable, however, until the Plan is approved by the affirmative
vote of the holders of a majority of the shares of Common Stock represented at a
shareholders meeting at which a quorum is present and any such awards under the
Plan prior to such approval shall be conditioned on and subject to such
approval. Subject to this limitation, options, stock appreciation rights and
performance units may be granted and shares may be awarded as bonuses or sold
under the Plan at any time after the effective date and before termination of
the Plan.

            (b) DURATION. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
such shares have lapsed. The Board of Directors may suspend or terminate the
Plan at any time except with respect to options, performance units and shares
subject to restrictions then outstanding under the Plan. Termination shall not
affect any outstanding options, any right of the Company to repurchase shares or
the forfeitability of shares issued under the Plan.




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      4. ADMINISTRATION.

            (a) BOARD OF DIRECTORS. The Plan shall be administered by the Board
of Directors of the Company, which shall determine and designate from time to
time the individuals to whom awards shall be made, the amount of the awards and
the other terms and conditions of the awards. Subject to the provisions of the
Plan, the Board of Directors may from time to time adopt and amend rules and
regulations relating to administration of the Plan, advance the lapse of any
waiting period, accelerate any exercise date, waive or modify any restriction
applicable to shares (except those restrictions imposed by law) and make all
other determinations in the judgment of the Board of Directors necessary or
desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the Board
of Directors shall be final and conclusive. The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any related agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect, and it shall be the sole and final judge of such
expediency.

            (b) COMMITTEE. The Board of Directors may delegate to a committee of
the Board of Directors or specified officers of the Company, or both (the
"Committee") any or all authority for administration of the Plan. If authority
is delegated to a Committee, all references to the Board of Directors in the
Plan shall mean and relate to the Committee except (i) as otherwise provided by
the Board of Directors, (ii) that only the Board of Directors may amend or
terminate the Plan as provided in paragraphs 3 and 14 and (iii) that a Committee
including officers of the Company shall not be permitted to grant options to
persons who are officers of the Company. If awards are to be made under the Plan
to Officers or directors, authority for selection of Officers and directors for
participation and decisions concerning the timing, pricing and amount of a grant
or award, if not determined under a formula meeting the requirements of Rule
16b-3 under the Securities Exchange Act of 1934, as amended, shall be delegated
to a committee consisting of two or more disinterested directors.

      5. TYPES OF AWARDS; ELIGIBILITY. The Board of Directors may, from time to
time, take the following action, separately or in combination, under the Plan:
(i) grant Incentive Stock Options, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), as provided in paragraphs 6(a)
and 6(b); (ii) grant options other than Incentive Stock Options ("Non-Statutory
Stock Options") as provided in paragraphs 6(a) and 6(c); (iii) award stock
bonuses as provided in paragraph 7; (iv) sell shares subject to restrictions as
provided in paragraph 8; (v) grant stock appreciation rights as provided in
paragraph 9; (vi) grant cash bonus rights as provided in paragraph 10; (vii)
grant performance units as provided in paragraph 11 and (viii) grant foreign
qualified awards as provided in paragraph 12. Any such awards may be made to
employees, including employees who are officers or directors, and to other
individuals described in paragraph 1 who the Board of Directors believes have
made or will make an important contribution to the Company or any subsidiary of
the Company; provided, however, that only employees of the Company shall be
eligible to receive Incentive Stock Options under the Plan. The Board of
Directors shall select the individuals to whom awards shall be made and shall
specify the action taken with respect to each individual to whom an award is
made. At the discretion of the Board of Directors, an individual may be given an
election to surrender an award in exchange for the grant of a new award. No
employee may be granted options or stock


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appreciation rights under the Plan or any other similar plan of the Company for
more than an aggregate of 200,000 shares of Common Stock in connection with the
hiring of the employee or 100,000 shares of Common Stock in any calendar year
otherwise.

      6. OPTION GRANTS.

            (a) GENERAL RULES RELATING TO OPTIONS.

                  (i) Terms of Grant. The Board of Directors may grant options
      under the Plan. With respect to each option grant, the Board of Directors
      shall determine the number of shares subject to the option, the option
      price, the period of the option, the time or times at which the option may
      be exercised and whether the option is an Incentive Stock Option or a
      Non-Statutory Stock Option. At the time of the grant of an option or at
      any time thereafter, the Board of Directors may provide that an optionee
      who exercised an option with Common Stock of the Company shall
      automatically receive a new option to purchase additional shares equal to
      the number of shares surrendered and may specify the terms and conditions
      of such new options.

                  (ii) Exercise of Options. Except as provided in paragraph
      6(a)(iv) or as determined by the Board of Directors, no option granted
      under the Plan may be exercised unless at the time of such exercise the
      optionee is employed by or in the service of the Company or any subsidiary
      of the Company and shall have been so employed or provided such service
      continuously since the date such option was granted. Absence on leave or
      on account of illness or disability under rules established by the Board
      of Directors shall not, however, be deemed an interruption of employment
      or service for this purpose. Unless otherwise determined by the Board of
      Directors, vesting of options shall not continue during an absence on
      leave (including an extended illness) or on account of disability. Except
      as provided in paragraphs 6(a)(iv) and 13, options granted under the Plan
      may be exercised from time to time over the period stated in each option
      in such amounts and at such times as shall be prescribed by the Board of
      Directors, provided that options shall not be exercised for fractional
      shares. Unless otherwise determined by the Board of Directors, if the
      optionee does not exercise an option in any one year with respect to the
      full number of shares to which the optionee is entitled in that year, the
      optionee's rights shall be cumulative and the optionee may purchase those
      shares in any subsequent year during the term of the option. Unless
      otherwise determined by the Board of Directors, if an Officer exercises an
      option within six months of the grant of the option, the shares acquired
      upon exercise of the option may not be sold until six months after the
      date of grant of the option.

                  (iii) Nontransferability. Each Incentive Stock Option and,
      unless otherwise determined by the Board of Directors with respect to an
      option granted to a person who is neither an Officer nor a director of the
      Company, each other option granted under the Plan by its terms shall be
      nonassignable and nontransferable by the optionee, either voluntarily or
      by operation of law, except by will or by the laws of descent and
      distribution of the state or country of the optionee's domicile at the
      time of death.


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                  (iv) Termination of Employment or Service.

                        (A) General Rule. Unless otherwise determined by the
      Board of Directors, in the event the employment or service of the optionee
      with the Company or a subsidiary terminates for any reason other than
      because of physical disability or death as provided in subparagraphs
      6(a)(iv)(B) and (C), the option may be exercised at any time prior to the
      expiration date of the option or the expiration of 30 days after the date
      of such termination, whichever is the shorter period, but only if and to
      the extent the optionee was entitled to exercise the option at the date of
      such termination.

                        (B) Termination Because of Total Disability. Unless
      otherwise determined by the Board of Directors, in the event of the
      termination of employment or service because of total disability, the
      option may be exercised at any time prior to the expiration date of the
      option or the expiration of 12 months after the date of such termination,
      whichever is the shorter period, but only if and to the extent the
      optionee was entitled to exercise the option at the date of such
      termination. The term "total disability" means a medically determinable
      mental or physical impairment which is expected to result in death or
      which has lasted or is expected to last for a continuous period of 12
      months or more and which causes the optionee to be unable, in the opinion
      of the Company and two independent physicians, to perform his or her
      duties as an employee, director, officer or consultant of the Company and
      to be engaged in any substantial gainful activity. Total disability shall
      be deemed to have occurred on the first day after the Company and the two
      independent physicians have furnished their opinion of total disability to
      the Company.

                        (C) Termination Because of Death. Unless otherwise
      determined by the Board of Directors, in the event of the death of an
      optionee while employed by or providing service to the Company or a
      subsidiary, the option may be exercised at any time prior to the
      expiration date of the option or the expiration of 12 months after the
      date of death, whichever is the shorter period, but only if and to the
      extent the optionee was entitled to exercise the option at the date of
      death and only by the person or persons to whom such optionee's rights
      under the option shall pass by the optionee's will or by the laws of
      descent and distribution of the state or country of domicile at the time
      of death.

                        (D) Amendment of Exercise Period Applicable to
      Termination. The Board of Directors, at the time of grant or, with respect
      to an option that is not an Incentive Stock Option, at any time
      thereafter, may extend the 30-day and 12-month exercise periods any length
      of time not longer than the original expiration date of the option, and
      may increase the portion of an option that is exercisable, subject to such
      terms and conditions as the Board of Directors may determine.

                        (E) Failure to Exercise Option. To the extent that the
      option of any deceased optionee or of any optionee whose employment or
      service terminates is not exercised within the applicable period, all
      further rights to purchase shares pursuant to such option shall cease and
      terminate.


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                  (v) Purchase of Shares. Unless the Board of Directors
      determines otherwise, shares may be acquired pursuant to an option granted
      under the Plan only upon receipt by the Company of notice in writing from
      the optionee of the optionee's intention to exercise, specifying the
      number of shares as to which the optionee desires to exercise the option
      and the date on which the optionee desires to complete the transaction,
      and if required in order to comply with the Securities Act of 1933, as
      amended, containing a representation that it is the optionee's present
      intention to acquire the shares for investment and not with a view to
      distribution. Unless the Board of Directors determines otherwise, on or
      before the date specified for completion of the purchase of shares
      pursuant to an option, the optionee must have paid the Company the full
      purchase price of such shares in cash (including, with the consent of the
      Board of Directors, cash that may be the proceeds of a loan from the
      Company (provided that, with respect to an Incentive Stock Option, such
      loan is approved at the time of option grant)) or, with the consent of the
      Board of Directors, in whole or in part, in Common Stock of the Company
      valued at fair market value, restricted stock, performance units or other
      contingent awards denominated in either stock or cash, promissory notes
      and other forms of consideration. The fair market value of Common Stock
      provided in payment of the purchase price shall be determined by the Board
      of Directors. If the Common Stock of the Company is not publicly traded on
      the date the option is exercised, the Board of Directors may consider any
      valuation methods it deems appropriate and may, but is not required to,
      obtain one or more independent appraisals of the Company. If the Common
      Stock of the Company is publicly traded on the date the option is
      exercised, the fair market value of Common Stock provided in payment of
      the purchase price shall be the closing price of the Common Stock as
      reported in The Wall Street Journal on the last trading day preceding the
      date the option is exercised, or such other reported value of the Common
      Stock as shall be specified by the Board of Directors. No shares shall be
      issued until full payment for the shares has been made. With the consent
      of the Board of Directors (which, in the case of an Incentive Stock
      Option, shall be given only at the time of option grant), an optionee may
      request the Company to apply automatically the shares to be received upon
      the exercise of a portion of a stock option (even though stock
      certificates have not yet been issued) to satisfy the purchase price for
      additional portions of the option. Each optionee who has exercised an
      option shall immediately upon notification of the amount due, if any, pay
      to the Company in cash amounts necessary to satisfy any applicable
      federal, state and local tax withholding requirements. If additional
      withholding is or becomes required beyond any amount deposited before
      delivery of the certificates, the optionee shall pay such amount to the
      Company on demand. If the optionee fails to pay the amount demanded, the
      Company may withhold that amount from other amounts payable by the Company
      to the optionee, including salary, subject to applicable law. With the
      consent of the Board of Directors an optionee may satisfy this obligation,
      in whole or in part, by having the Company withhold from the shares to be
      issued upon the exercise that number of shares that would satisfy the
      withholding amount due or by delivering to the Company Common Stock to
      satisfy the withholding amount. Upon the exercise of an option, the number
      of shares reserved for issuance under the Plan shall be reduced by the
      number of shares issued upon exercise of the option.


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            (b) INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be
subject to the following additional terms and conditions:

                  (i) Limitation on Amount of Grants. No employee may be granted
      Incentive Stock Options under the Plan if the aggregate fair market value,
      on the date of grant, of the Common Stock with respect to which Incentive
      Stock Options are exercisable for the first time by that employee during
      any calendar year under the Plan and under all incentive stock option
      plans (within the meaning of Section 422 of the Code) of the Company or
      any parent or subsidiary of the Company exceeds $100,000.

                  (ii) Limitations on Grants to 10 Percent Shareholders. An
      Incentive Stock Option may be granted under the Plan to an employee
      possessing more than 10 percent of the total combined voting power of all
      classes of stock of the Company or of any parent or subsidiary of the
      Company only if the option price is at least 110 percent of the fair
      market value, as described in paragraph 6(b)(iv), of the Common Stock
      subject to the option on the date it is granted and the option by its
      terms is not exercisable after the expiration of five years from the date
      it is granted.

                  (iii) Duration of Options. Subject to paragraphs 6(a)(ii) and
      6(b)(ii), Incentive Stock Options granted under the Plan shall continue in
      effect for the period fixed by the Board of Directors, except that no
      Incentive Stock Option shall be exercisable after the expiration of 10
      years from the date it is granted.

                  (iv) Option Price. The option price per share shall be
      determined by the Board of Directors at the time of grant. Except as
      provided in paragraph 6(b)(ii), the option price shall not be less than
      100 percent of the fair market value of the Common Stock covered by the
      Incentive Stock Option at the date the option is granted. The fair market
      value shall be determined by the Board of Directors. If the Common Stock
      of the Company is not publicly traded on the date the option is granted,
      the Board of Directors may consider any valuation methods it deems
      appropriate and may, but is not required to, obtain one or more
      independent appraisals of the Company. If the Common Stock of the Company
      is publicly traded on the, date the option is exercised, the fair market
      value shall be deemed to be the closing price of the Common Stock as
      reported in The Wall Street Journal on the day preceding the date the
      option is granted, or, if there has been no sale on that date, on the last
      preceding date on which a sale occurred or such other value of the Common
      Stock as shall be specified by the Board of Directors.

                  (v) Limitation on Time of Grant. No Incentive Stock Option
      shall be granted on or after the tenth anniversary of the effective date
      of the Plan.

                  (vi) Conversion of Incentive Stock Options. The Board of
      Directors may at any time without the consent of the optionee convert an
      Incentive Stock Option to a Non-Statutory Stock Option.

            (c) NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options shall
be subject to the following terms and conditions in addition to those set forth
in Section 6(a) above:


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                  (i) Option Price. The option price for Non-Statutory Stock
      Options shall be determined by the Board of Directors at the time of grant
      and may be any amount determined by the Board of Directors.

                  (ii) Duration of Options. Non-Statutory Stock Options granted
      under the Plan shall continue in effect for the period fixed by the Board
      of Directors.

      7. STOCK BONUSES. The Board of Directors may award shares under the Plan
as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions, and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with such other restrictions as may be
determined by the Board of Directors. If shares are subject to forfeiture, all
dividends or other distributions paid by the Company with respect to the shares
shall be retained by the Company until the shares are no longer subject to
forfeiture, at which time all accumulated amounts shall be paid to the
recipient. The Board of Directors may require the recipient to sign an agreement
as a condition of the award, but may not require the recipient to pay any
monetary consideration other than amounts necessary to satisfy tax withholding
requirements. The agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares awarded shall bear any legends required by
the Board of Directors. Unless otherwise determined by the Board of Directors,
shares awarded as a stock bonus to an Officer may not be sold until six months
after the date of the award. The Company may require any recipient of a stock
bonus to pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
recipient fails to pay the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the recipient, including salary or
fees for services, subject to applicable law. With the consent of the Board of
Directors, a recipient may deliver Common Stock to the Company to satisfy this
withholding obligation. Upon the issuance of a stock bonus, the number of shares
reserved for issuance under the Plan shall be reduced by the number of shares
issued.

      8. RESTRICTED STOCK. The Board of Directors may issue shares under the
Plan for such consideration (including promissory notes and services) as
determined by the Board of Directors. Shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning transferability,
repurchase by the Company and forfeiture of the shares issued, together with
such other restrictions as may be determined by the Board of Directors. If
shares are subject to forfeiture or repurchase by the Company, all dividends or
other distributions paid by the Company with respect to the shares shall be
retained by the Company until the shares are no longer subject to forfeiture or
repurchase, at which time all accumulated amounts shall be paid to the
recipient. All Common Stock issued pursuant to this paragraph 8 shall be subject
to a purchase agreement, which shall be executed by the Company and the
prospective recipient of the shares prior to the delivery of certificates
representing such shares to the recipient. The purchase agreement may contain
any terms, conditions, restrictions, representations and warranties required by
the Board of Directors. The certificates representing the shares shall bear any
legends required by the Board of Directors. Unless otherwise determined by the
Board of

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Directors, shares issued under this paragraph 8 to an Officer may not be sold
until six months after the shares are issued. The Company may require any
purchaser of restricted stock to pay to the Company in cash upon demand amounts
necessary to satisfy any applicable federal, state or local tax withholding
requirements. If the purchaser fails to pay the amount demanded, the Company may
withhold that amount from other amounts payable by the Company to the purchaser,
including salary, subject to applicable law. With the consent of the Board of
Directors, a purchaser may deliver Common Stock to the Company to satisfy this
withholding obligation. Upon the issuance of restricted stock, the number of
shares reserved for issuance under the Plan shall be reduced by the number of
shares issued.

      9. STOCK APPRECIATION RIGHTS.

            (a) GRANT. Stock appreciation rights may be granted under the Plan
by the Board of Directors, subject to such rules, terms, and conditions as the
Board of Directors prescribes.

            (b) EXERCISE.

                  (i) Each stock appreciation right shall entitle the holder,
      upon exercise, to receive from the Company in exchange therefor an amount
      equal in value to the excess of the fair market value on the date of
      exercise of one share of Common Stock of the Company over its fair market
      value on the date of grant (or, in the case of a stock appreciation right
      granted in connection with an option, the excess of the fair market value
      of one share of Common Stock of the Company over the option price per
      share under the option to which the stock appreciation right relates),
      multiplied by the number of shares covered by the stock appreciation right
      or the option, or portion thereof, that is surrendered. No stock
      appreciation right shall be exercisable at a time that the amount
      determined under this subparagraph is negative. Payment by the Company
      upon exercise of a stock appreciation right may be made in Common Stock
      valued at fair market value, in cash, or partly in Common Stock and partly
      in cash, all as determined by the Board of Directors.

                  (ii) A stock appreciation right shall be exercisable only at
      the time or times established by the Board of Directors. If a stock
      appreciation right is granted in connection with an option, the following
      rules shall apply: (1) the stock appreciation right shall be exercisable
      only to the extent and on the same conditions that the related option
      could be exercised; (2) the stock appreciation rights shall be exercisable
      only when the fair market value of the stock exceeds the option price of
      the related option; (3) the stock appreciation right shall be for no more
      than 100 percent of the excess of the fair market value of the stock at
      the time of exercise over the option price; (4) upon exercise of the stock
      appreciation right, the option or portion thereof to which the stock
      appreciation right relates terminates; and (5) upon exercise of the
      option, the related stock appreciation right or portion thereof
      terminates. Unless otherwise determined by the Board of Directors, no
      stock appreciation right granted to an Officer or director may be
      exercised during the first six months following the date it is granted.


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                  (iii) The Board of Directors may withdraw any stock
      appreciation right granted under the Plan at any time and may impose any
      conditions upon the exercise of a stock appreciation right or adopt rules
      and regulations from time to time affecting the rights of holders of stock
      appreciation rights. Such rules and regulations may govern the right to
      exercise stock appreciation rights granted prior to adoption or amendment
      of such rules and regulations as well as stock appreciation rights granted
      thereafter.

                  (iv) For purposes of this paragraph 9, the fair market value
      of the Common Stock shall be determined as of the date the stock
      appreciation right is exercised, under the methods set forth in paragraph
      6(b)(iv).

                  (v) No fractional shares shall be issued upon exercise of a
      stock appreciation right. In lieu thereof, cash may be paid in an amount
      equal to the value of the fraction or, if the Board of Directors shall
      determine, the number of shares may be rounded downward to the next whole
      share.

                  (vi) Each stock appreciation right granted in connection with
      an Incentive Stock Option, and unless otherwise determined by the Board of
      Directors with respect to a stock appreciation right granted to a person
      who is neither an Officer nor a director of the Company, each other stock
      appreciation right granted under the Plan by its terms shall be
      nonassignable and nontransferable by the holder, either voluntarily or by
      operation of law, except by will or by the laws of descent and
      distribution of the state or country of the holder's domicile at the time
      of death, and each stock appreciation right by its terms shall be
      exercisable during the holder's lifetime only by the holder.

                  (vii) Each participant who has exercised a stock appreciation
      right shall, upon notification of the amount due, pay to the Company in
      cash amounts necessary to satisfy any applicable federal, state and local
      tax withholding requirements. If the participant fails to pay the amount
      demanded, the Company may withhold that amount from other amounts payable
      by the Company to the participant including salary, subject to applicable
      law. With the consent of the Board of Directors a participant may satisfy
      this obligation, in whole or in part, by having the Company withhold from
      any shares to be issued upon the exercise that number of shares that would
      satisfy the withholding amount due a or by delivering Common Stock to the
      Company to satisfy the withholding amount.

                  (viii) Upon the exercise of a stock appreciation right for
      shares, the number of shares reserved for issuance under the Plan shall be
      reduced by the number of shares issued. Cash payments of stock
      appreciation rights shall not reduce the number of shares of Common Stock
      reserved for issuance under the Plan.

      10. CASH BONUS RIGHTS.

            (a) GRANT. The Board of Directors may grant cash bonus rights under
the Plan in connection with (i) options granted or previously granted, (ii)
stock appreciation rights granted or previously granted, (iii) stock bonuses
awarded or previously awarded and (iv) shares sold or

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previously sold under the Plan. Cash bonus rights will be subject to rules,
terms and conditions as the Board of Directors may prescribe. Unless otherwise
determined by the Board of Directors with respect to a cash bonus right granted
to a person who is neither an Officer nor a director of the Company, each cash
bonus right granted under the Plan by its terms shall be nonassignable and
nontransferable by the holder, either voluntarily or by operation of law, except
by will or by the laws of descent and distribution of the state or country of
the holder's domicile at the time of death. The payment of a cash bonus shall
not reduce the number of shares of Common Stock reserved for issuance under the
Plan.

            (b) CASH BONUS RIGHTS IN CONNECTION WITH OPTIONS. A cash bonus right
granted in connection with an option will entitle an optionee to a cash bonus
when the related option is exercised (or terminates in connection with the
exercise of a stock appreciation right related to the option) in whole or in
part if, in the sole discretion of the Board of Directors, the bonus right will
result in a tax deduction that the Company has sufficient taxable income to use.
If an optionee purchases shares upon exercise of an option and does not exercise
a related stock appreciation right, the amount of the bonus, if any, shall be
determined by multiplying the excess of the total fair market value of the
shares to be acquired upon the exercise over the total option price for the
shares by the applicable bonus percentage. If the optionee exercises a related
stock appreciation right in connection with the termination of an option, the
amount of the bonus, if any, shall be determined by multiplying the total fair
market value of the shares and cash received pursuant to the exercise of the
stock appreciation right by the applicable bonus percentage. The bonus
percentage applicable to a bonus right, including a previously granted bonus
right, may be changed from time to time at the sole discretion of the Board of
Directors but shall in no event exceed 75 percent.

            (c) CASH BONUS RIGHTS IN CONNECTION WITH STOCK Bonus. A cash bonus
right granted in connection with a stock bonus will entitle the recipient to a
cash bonus payable when the stock bonus is awarded or restrictions, if any, to
which the stock is subject lapse. If bonus stock awarded is subject to
restrictions and is repurchased by the Company or forfeited by the holder, the
cash bonus right granted in connection with the stock bonus shall terminate and
may not be exercised. The amount and timing of payment of a cash bonus shall be
determined by the Board of Directors.

            (d) CASH BONUS RIGHTS IN CONNECTION WITH STOCK PURCHASES. A cash
bonus right granted in connection with the purchase of stock pursuant to
paragraph 8 will entitle the recipient to a cash bonus when the shares are
purchased or restrictions, if any, to which the stock is subject lapse. Any cash
bonus right granted in connection with shares purchased pursuant to paragraph 8
shall terminate and may not be exercised in the event the shares are repurchased
by the Company or forfeited by the holder pursuant to applicable restrictions.
The amount of any cash bonus to be awarded and timing of payment of a cash bonus
shall be determined by the Board of Directors.

            (e) TAXES. The Company shall withhold from any cash bonus paid
pursuant to paragraph 10 the amount necessary to satisfy any applicable federal,
state and local withholding requirements.


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<PAGE>
      11. PERFORMANCE UNITS. The Board of Directors may grant performance units
consisting of monetary units which may be earned in whole or in part if the
Company achieves certain goals established by the Board of Directors over a
designated period of time, but not in any event more than 10 years. The goals
established by the Board of Directors may include earnings per share, return on
shareholders' equity, return on invested capital, and such other goals as may be
established by the Board of Directors. In the event that the minimum performance
goal established by the Board of Directors is not achieved at the conclusion of
a period, no payment shall be made to the participants. In the event the maximum
corporate goal is achieved, 100 percent of the monetary value of the performance
units shall be paid to or vested in the participants. Partial achievement of the
maximum goal may result in a payment or vesting corresponding to the degree of
achievement as determined by the Board of Directors. Payment of an award earned
may be in cash or in Common Stock or in a combination of both, and may be made
when earned, or vested and deferred, as the Board of Directors determines.
Deferred awards shall earn interest on the terms and at a rate determined by the
Board of Directors. Unless otherwise determined by the Board of Directors with
respect to a performance unit granted to a person who is neither an Officer nor
a director of the Company, each performance unit granted under the Plan by its
terms shall be nonassignable and nontransferable by the holder, either
voluntarily or by operation of law, except by will or by the laws of descent and
distribution of the state or country of the holder's domicile at the time of
death. Each participant who has been awarded a performance unit shall, upon
notification of the amount due, pay to the Company in cash amounts necessary to
satisfy any applicable federal, state and local tax withholding requirements. If
the participant fails to pay the amount demanded, the Company may withhold that
amount from other amounts payable by the Company to the participant, including
salary or fees for services, subject to applicable law. With the consent of the
Board of Directors a participant may satisfy this obligation, in whole or in
part, by having the Company withhold from any shares to be issued that number of
shares that would satisfy the withholding amount due or by delivering Common
Stock to the Company to satisfy the withholding amount. The payment of a
performance unit in cash shall not reduce the number of shares of Common Stock
reserved for issuance under the Plan. The number of shares reserved for issuance
under the Plan shall be reduced by the number of shares issued upon payment of
an award.

      12. FOREIGN QUALIFIED GRANTS. Awards under the Plan may be granted to such
officers and employees of the Company and its subsidiaries and such other
persons described in paragraph 1 residing in foreign jurisdictions as the Board
of Directors may determine from time to time. The Board of Directors may adopt
such supplements to the Plan as may be necessary to comply with the applicable
laws of such foreign jurisdictions and to afford participants favorable
treatment under such laws; provided, however, that no award shall be granted
under any such supplement with terms which are more beneficial to the
participants than the terms permitted by the Plan.

      13. CHANGES IN CAPITAL STRUCTURE.

            (a) STOCK SPLITS; STOCK DIVIDENDS. If the outstanding Common Stock
of the Company is hereafter increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company by
reason of any stock split, combination of shares or dividend payable in shares,
recapitalization or reclassification


11 - STOCK INCENTIVE PLAN
<PAGE>
appropriate adjustment shall be made by the Board of Directors in the number and
kind of shares available for grants under the Plan. In addition, the Board of
Directors shall make appropriate adjustment in the number and kind of shares as
to which outstanding options, or portions thereof then unexercised, shall be
exercisable, so that the optionee's proportionate interest before and after the
occurrence of the event is maintained. Notwithstanding the foregoing, the Board
of Directors shall have no obligation to effect any adjustment that would or
might result in the issuance of fractional shares, and any fractional shares
resulting from any adjustment may be disregarded or provided for in any manner
determined by the Board of Directors. Any such adjustments made by the Board of
Directors shall be conclusive.

            (b) MERGERS, REORGANIZATIONS, ETC. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, separation,
reorganization or liquidation to which the Company or a subsidiary is a party or
a sale of all or substantially all of the Company's assets (each, a
"Transaction"), the Board of Directors shall, in its sole discretion and to the
extent possible under the structure of the Transaction, select one of the
following alternatives for treating outstanding options under the Plan:

                  (i) Outstanding options shall remain in effect in accordance
      with their terms.

                  (ii) Outstanding options shall be converted into options to
      purchase stock in the corporation that is the surviving or acquiring
      corporation in the Transaction. The amount, type of securities subject
      thereto and exercise price of the converted options shall be determined by
      the Board of Directors of the Company, taking into account the relative
      values of the companies involved in the Transaction and the exchange rate,
      if any, used in determining shares of the surviving corporation to be
      issued to holders of shares of the Company. Unless otherwise determined by
      the Board of Directors, the converted options shall be vested only to the
      extent that the vesting requirements relating to options granted hereunder
      have been satisfied.

                  (iii) The Board of Directors shall provide a 30-day period
      prior to the consummation of the Transaction during which outstanding
      options may be exercised to the extent then exercisable, and upon the
      expiration of such 30-day period, all unexercised options shall
      immediately terminate. The Board of Directors may, in its sole discretion,
      accelerate the exercisability of options so that they are exercisable in
      full during such 30-day period.

            (c) DISSOLUTION OF THE COMPANY. In the event of the dissolution of
the Company, options shall be treated in accordance with paragraph 13(b)(iii).

            (d) RIGHTS ISSUED BY ANOTHER CORPORATION. The Board of Directors may
also grant options, stock appreciation rights, performance units, stock bonuses
and cash bonuses and issue restricted stock under the Plan having terms,
conditions and provisions that vary from those specified in this Plan provided
that any such awards are granted in substitution for, or in connection with the
assumption of, existing options, stock appreciation rights, stock bonuses, cash
bonuses, restricted stock and performance units granted, awarded or issued by
another

12 - STOCK INCENTIVE PLAN
<PAGE>
corporation and assumed or otherwise agreed to be provided for by the Company
pursuant to or by reason of a Transaction.

      14. AMENDMENT OF PLAN. The Board of Directors may at any time, and from
time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in paragraphs 6(a)(iv), 9, 10 and 13, however,
no change in an award already granted shall be made without the written consent
of the holder of such award.

      15. APPROVALS. The obligations of the Company under the Plan are subject
to the approval of state and federal authorities or agencies with jurisdiction
in the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Stock under the Plan if such issuance or delivery would
violate applicable state or federal securities laws.

      16. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary by whom such employee is
employed to terminate such employee's employment at any time, for any reason,
with or without cause, or to decrease such employee's compensation or benefits,
or (ii) confer upon any person engaged by the Company any right to be retained
or employed by the Company or to the continuation, extension, renewal, or
modification of any compensation, contract, or arrangement with or by the
Company.

      17. RIGHTS AS A SHAREHOLDER. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any Common Stock until the
date of issue to the recipient of a stock certificate for such shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

Adopted:  September 1, 2005

Approved by Shareholders:  September 1, 2005




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