**EXHIBIT
        10.01**
  COLONIAL
        COMMERCIAL CORP. 2006 STOCK PLAN
  ARTICLE
        I
  General
  1.1. Purpose.
        The purpose of the Colonial Commercial Corp. 2006 Stock Plan, (the “Plan”), is
        to provide additional incentive to officers, directors, employees and others
        who
        render services to Colonial Commercial Corp. (the “Corporation”) and any present
        or future Subsidiary. It is intended that Awards granted under the Plan
        strengthen the desire of such persons to join and remain in the employ of
        the
        Corporation, or otherwise render services to the Corporation, and stimulate
        their efforts on behalf of the Corporation.
  1.2. Term.
        No
        Award shall be granted under the Plan after the close of business on the
        day
        immediately preceding the 10-year anniversary of the adoption of the plan.
        Subject to other applicable provisions of the Plan, all Awards made under
        the
        Plan prior to such termination of the Plan shall remain in effect until such
        Awards have been satisfied or terminated in accordance with the Plan and
        the
        terms of such Awards.
  1.3. Shares
        Subject to the Plan. Subject to adjustments as provided in Article IX, the
        number of shares of Stock that may be delivered, purchased or used for reference
        purposes (with respect to SARs or Stock Units) with respect to Awards granted
        under the Plan shall be 1,000,000 shares of Common Stock of Colonial Commercial
        Corp., (“Stock”). If any Award, or portion of an Award, under the Plan expires
        or terminates unexercised, becomes unexercisable or is forfeited or otherwise
        terminated, surrendered or canceled as to any shares without the delivery
        of
        shares of Stock or other consideration, the shares subject to such Award
        shall
        thereafter be available for further Awards under the Plan.
  1.4. Subject
        to adjustments as provided in Article IX, the maximum number of shares of
        Stock
        subject to Awards of any combination that may be granted during any one fiscal
        year of the Corporation to any one individual shall be limited to 1,000,000
        shares; provided that such number shall be adjusted pursuant to Article IX,
        and
        shares otherwise counted against such number, only in a manner which will
        not
        cause Awards granted under the Plan to fail to qualify as "performance-based
        compensation" under Code section 162(m).
  ARTICLE
        II
  Definitions
  For
        purposes of the Plan, the following terms shall be defined as set forth
        below.
  2.1. Administrator
        means the Board, the Special Stock Committee or any other committee which
        is
        designated by the Board as the "Administrator."
  1
  2.2. Award
        means any Stock Options (including ISOs and NSOs), SARs (including free-standing
        and tandem SARs), Restricted Stock Awards, Stock Units, or any combination
        of
        the foregoing granted pursuant to the Plan, except, however, when the term
        is
        being used under the Plan with respect to a particular category of grant
        in
        which case it shall only refer to that particular category of
        grant.
  2.3. Board
        means the Board of Directors of the Corporation.
  2.4.Code
        means the Internal Revenue Code of 1986, as amended.
  2.5 Fair
        Market Value means, as of any date,
  2.5.1 if
        the
        Stock is not traded on any over-the-counter market or on a national securities
        exchange, the fair market value determined by the Board in good faith using
        a
        reasonable valuation method;
  2.5.2 if
        the
        Stock is traded in the over-the-counter market, based on most recent closing
        price for the Stock on the date the calculation thereof shall be made;
        or
  2.5.3 if
        the
        Stock is listed on a national securities exchange, based on the most recent
        closing price for the Stock of the Corporation on such exchange.
  2.6. Grant
        Agreement means the agreement between the Corporation and the Participant
        pursuant to which the Corporation authorizes an Award hereunder. Each Grant
        Agreement entered into between the Corporation and a Participant with respect
        to
        an Award granted under the Plan shall contain such provisions, consistent
        with
        the provisions of the Plan, as may be established by the
        Administrator.
  2.7. Grant
        Date means the date on which the Administrator formally acts to grant an
        Award
        to a Participant or such other date as the Administrator shall so designate
        at
        the time of taking such formal action.
  2.8. ISO
        means
        any Stock Option designated and qualified as an "incentive stock option"
        as
        defined in Code section 422.
  2.9. NSO
        means
        any Option that is not an ISO.
  2.10. Option
        means any option to purchase shares of Stock granted under Article
        V.
  2.11. Parent
        means a corporation, whether now or hereafter existing, within the meaning
        of
        the definition of "Parent Corporation" provided in Code section 424(e), or
        any
        successor to such definition.
  2.12. Participant
        means any person to whom any Award is granted pursuant to the Plan.
  2
  2.13. Performance
        Goals means any
        one
        or more of the following performance criteria, either individually,
        alternatively or in any combination, and subject to such modifications or
        variations as specified by the Administrator, applied to either the Corporation
        as a whole or to a business unit or Subsidiary, either individually,
        alternatively or in any combination, and measured over a period of time
        including any portion of a year, annually or cumulatively over a period of
        years, on an absolute basis or relative to a pre-established target, to previous
        years' results or to a designated comparison group, in each case as specified
        by
        the Administrator: cash flow; cash flow from operations; earnings
        (including, but not limited to, earnings before interest, taxes, depreciation
        and amortization); earnings per share, diluted or basic; earnings per share
        from
        continuing operations; net asset turnover; inventory turnover; capital
        expenditures; debt; debt reduction; working capital; return on investment;
        return on sales; net or gross sales; market share; economic value added;
        cost of
        capital; change in assets; expense reduction levels; productivity; delivery
        performance; safety record; stock price; return on equity; total
        stockholder return; return on capital; return on assets or net
        assets; revenue; income or net income; operating income or net
        operating income; operating profit or net operating profit; gross
        margin, operating margin or profit margin; and completion of acquisitions,
        business expansion, product diversification, new or expanded market penetration
        and other non-financial operating and management performance objectives.
        To the
        extent consistent with Code section 162(m) and the regulations promulgated
        thereunder and unless otherwise determined by the Administrator at the time
        the
        Performance Goals are established, the Administrator shall, in applying the
        Performance Goals, exclude the adverse affect of any of the following events
        that occur during a performance period: the impairment of tangible or intangible
        assets; litigation or claim judgments or settlements; changes in tax law,
        accounting principles or other such laws or provisions affecting reported
        results; business combinations, reorganizations and/or restructuring programs
        that have been approved by the Board; reductions in force and early retirement
        incentives; and any extraordinary, unusual, infrequent or non-recurring items
        separately identified in the financial statements and/or notes thereto in
        accordance with generally accepted accounting principles.
 
 2.14. Restricted
        Stock Award means any Award of shares of restricted Stock granted pursuant
        to
        Article VII of the Plan.
  2.15. SAR
        means
        a stock appreciation right, as awarded under Article VI.
  2.16. Stock
        means the voting common stock of the Corporation, subject to adjustments
        pursuant to the Plan.
  2.17. Stock
        Unit means credits to a bookkeeping reserve account solely for accounting
        purposes, where the amount of the credit shall equal the Fair Market Value
        of a
        share of Stock on the Grant Date (unless the Administrator provides otherwise
        in
        the Grant Agreement) and which shall be subsequently increased or decreased
        to
        reflect the Fair Market Value of a share of Stock. Stock Units do not require
        segregation of any of the Corporation's assets. Stock Units are awarded under
        Article VII.
  3
  2.18. Subsidiary
        means any corporation or other entity (other than the Corporation) in any
        unbroken chain of corporations or other entities, beginning with the
        Corporation, if each of the corporations or entities (other than the last
        corporation or entity in the unbroken chain) owns stock or other interests
        possessing 50% or more of the economic interest or the total combined voting
        power of all classes of stock or other interests in one of the other
        corporations or entities in the chain.
  ARTICLE
        III
  Administration
  3.1. General.
        The Plan shall be administered by the Administrator. The Administrator's
        determinations under the Plan (including without limitation determinations
        of
        the persons to receive Awards, the form, amount and timing of such Awards,
        the
        terms and provisions of such Awards and the agreements evidencing same) need
        not
        be uniform and may be made by the Administrator selectively among persons
        who
        receive, or are eligible to receive, Awards under the Plan, whether or not
        such
        persons are similarly situated.
  3.2. Duties.
        The Administrator shall have full power and authority to administer and
        interpret the Plan and to adopt such rules, regulations, agreements, guidelines
        and instruments for the administration of the Plan and for the conduct of
        its
        business as the Administrator deems necessary or advisable, all within the
        Administrator's sole and absolute discretion. The Administrator shall have
        full
        power and authority to take all other actions necessary to carry out the
        purpose
        and intent of the Plan, including, but not limited to, the authority
        to:
  3.2.1. Construe
        the Plan and any Award under the Plan;
  3.2.2. Subject
        to Section 4.1, select the persons to whom Awards may be granted and the
        time or
        times at which Awards shall be granted;
  3.2.3. Determine
        the number of shares of Stock to be covered by or used for reference purposes
        for any Award;
  3.2.4. Determine
        and modify from time to time the terms and conditions, including restrictions,
        of any Award (including provisions that would allow for cashless exercise
        of
        Awards and/or reduction in the exercise price of outstanding Awards) and
        to
        approve the form of written instrument evidencing Awards;
  3.2.5. Accelerate
        the time or times at which an Award becomes vested or when an Award may be
        exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition
        with
        respect to such Award, including, but not limited to, any restriction or
        condition with respect to the vesting or exercisability of an Award following
        a
        Participant's termination of employment or death;
  4
  3.2.6. Impose
        limitations on Awards, including limitations on transfer and repurchase
        provisions; and
  3.2.7. Modify,
        extend or renew outstanding Awards, or accept the surrender of outstanding
        Awards and substitute new Awards.
  ARTICLE
        IV
  Eligibility
        and Participation
  4.1. Eligibility.
        The persons eligible to participate in the Plan are officers, directors,
        employees of the Corporation or its Subsidiaries and others who render services
        to the Corporation or its subsidiaries.
  ARTICLE
        V
  Stock
        Options
  5.1. General.
        Subject to the other applicable provisions of the Plan, the Administrator
        may
        from time to time grant to eligible Participants Awards of ISOs or NSOs.
        The ISO
        or NSO Awards granted shall be subject to the following terms and
        conditions.
  5.2. Grant
        of
        Option. The grant of an Option shall be evidenced by a Grant Agreement, executed
        by the Corporation and the Participant, describing the number of shares of
        Stock
        subject to the Option, whether the Option is an ISO or NSO, the Exercise
        Price
        of the Option, the vesting period for the Option and such other terms and
        conditions that the Administrator deems, in it sole discretion, to be
        appropriate, provided that such terms and conditions are not inconsistent
        with
        the Plan.
  5.3. Exercise
        Price. The price per share payable upon the exercise of each Option (the
        "Exercise Price") shall be determined by the Administrator and set forth
        in the
        Grant Agreement; provided, however, that in the case of ISOs the Exercise
        Price
        shall not be less than 100% of the Fair Market Value of the shares on the
        Grant
        Date. Notwithstanding the immediately preceding sentence, the Exercise Price
        of
        any ISO granted to a Participant who owns, within the meaning of Code section
        422(b)(6), after application of the attribution rules in Code section 424(d),
        more than ten percent (10%) of the total combined voting power of all classes
        of
        shares of the Corporation, or Subsidiary corporations, shall not be less
        than
        110% of the Fair Market Value of the Stock on the Grant Date
  5.4 Payment
        for shares of Stock upon exercise of an Option, the full payment of the Exercise
        Price shall be made:
  (i) in
        cash
        or
  (ii) with
        the
        consent of the Administrator and to the extent permitted by it:
  5
  (A) with
        Stock of the Corporation valued at Fair Market Value on date of
        exercise;
  (B) with
        a
        full recourse interest bearing promissory note of the Participant secured
        by a
        pledge of the shares of Stock received upon exercise of such Options, and
        having
        such other terms and conditions as determined by the Administrator;
  (C) by
        delivering a properly executed exercise notice together with irrevocable
        instructions to a broker to sell shares acquired upon exercise of the Option
        and
        promptly deliver to the Corporation a portion of the proceeds thereof equal
        to
        the Exercise Price; or
  (D) any
        combination or any of the foregoing.
  5.4. Payment.
        Options may be exercised in whole or in part by payment of the Exercise Price
        of
        the shares to be acquired in accordance with the provisions of the Grant
        Agreement, and/or such rules and regulations as the Administrator may prescribe,
        and/or such determinations, orders, or decisions as the Administrator may
        make.
  5.5. Terms
        of
        Options. The term during which each Option may be exercised shall be
        determined by the Administrator; provided, however, that in no event shall
        an
        ISO be exercisable more than ten years from the date it is
        granted.
  5.6. Reload
        Options. The terms of an Option may provide for the automatic grant of a
        new
        Option Award when the Exercise Price of the Option and/or any related tax
        withholding obligation is paid by tendering shares of Stock.
  5.7. Restrictions
        on ISOs. ISO Awards granted under the Plan shall comply in all respects with
        Code section 422 and, as such, shall meet the following additional
        requirements:
  5.7.1. Grant
        Date. An ISO must be granted within ten (10) years of the earlier of the
        Plan's
        adoption by the Board of Directors or approval by the Corporation's shareholders
        but will be an NSO and not an ISO if the Plan is not approved by shareholders
        within twelve months from the grant of the option.
  5.7.2. Term.
        The
        term of an ISO shall not exceed ten (10) years. Notwithstanding the immediately
        preceding sentence, the term of any ISO granted to a Participant who owns,
        within the meaning of Code section 422(b)(6), after application of the
        attribution rules in Code section 424(d), more than ten percent (10%) of
        the
        total combined voting power of all classes of shares of the Corporation,
        or
        Subsidiary corporations, shall not exceed five (5) years.
  6
  5.7.3. Maximum
        Grant. The aggregate Fair Market Value (determined as of the Grant Date)
        of
        shares of Stock with respect to which all ISOs first become exercisable by
        any
        Participant in any calendar year under this or any other plan of the Corporation
        and Subsidiary corporations may not exceed $100,000 or such other amount
        as may
        be permitted from time to time under Code section 422. To the extent that
        such
        aggregate Fair Market Value shall exceed $100,000, or other applicable amount,
        such Options shall be treated as NSOs. In such case, the Corporation may
        designate the shares of Stock that are to be treated as stock acquired pursuant
        to the exercise of an ISO by issuing a separate certificate for such shares
        and
        identifying the certificate as ISO shares in the stock transfer records of
        the
        Corporation.
  5.7.4. Participant.
        ISOs shall only be issued to employees of the Corporation, or Subsidiary
        of the
        Corporation.
  5.7.5. Tandem
        Options Prohibited. An ISO may not be granted in tandem with a NSO in such
        a
        manner that the exercise of one affects a Participant's right to exercise
        the
        other.
  5.7.6. Designation.
        No option shall be an ISO unless so designated by the Administrator at the
        time
        of grant or in the Grant Agreement evidencing such Option.
  5.7.7. Period
        of
        Exercise. Any Option which is an ISO shall in all events lapse unless exercised
        by the Participant:
  (i) prior
        to
        the 89 th day
        after the date on which employment terminated, if termination was other than
        by
        reason of death; and
  (ii) within
        a
        twelve-month period next succeeding the death of the Participant if termination
        is by reason of death.
  5.8. Exercisability.
        Options shall be exercisable as provided in the Grant Agreement.
  5.9. Transferability.
        ISOs shall be non-transferable. Except as provided in the Grant Agreement,
        NSOs
        shall not be assignable or transferable by the Participant, except by will,
        or
        by the laws of descent and distribution.
  5.10 Code
        Section 162(m). With respect to any Options intended to qualify as
        "performance-based compensation" under Code section 162(m), this Article
        V
        (including the substance of the Performance Goals, the timing of establishment
        of the Performance Goals, the adjustment of the Performance Goals and
        determination of the Award) shall be implemented by the Administrator in
        a
        manner designed to preserve such Awards as such "performance-based
        compensation."
  7
  ARTICLE
        VI
  Stock
        Appreciation Rights
  6.1. Award
        of
        SARs. Subject to the other applicable provisions of the Plan, the Administrator
        may at any time and from time to time grant SARs to eligible Participants,
        either on a free-standing basis (without regard to or in addition to the
        grant
        of an Option) or on a tandem basis (related to the grant of an underlying
        Option).
  6.2. Restrictions
        on Tandem SARs. ISOs may not be surrendered in connection with the exercise
        of a
        tandem SAR unless the Fair Market Value of the Stock subject to the ISO is
        greater than the Exercise Price for such ISO. SARs granted in tandem with
        Options shall be exercisable only to the same extent and subject to the same
        conditions as the related Options are exercisable. The Administrator may,
        in its
        discretion, prescribe additional conditions to the exercise of any such tandem
        SAR.
  6.3 Base
        Price. The base price per share of each SAR (the "Base Price") shall be
        determined by the Administrator and set forth in the Grant
        Agreement.
  6.3. Amount
        of
        Payment Upon Exercise of SARs. A SAR shall entitle the Participant to receive,
        subject to the provisions of the Plan and the Grant Agreement, a payment
        having
        an aggregate value equal to the product of (i) the excess of (A) the Fair
        Market
        Value on the exercise date of one share of Stock over (B) the Base Price
        per
        share specified in the Grant Agreement, times (ii) the number of shares
        specified by the SAR, or portion thereof, which is exercised. In the case
        of
        exercise of a tandem SAR, such payment shall be made in exchange for the
        surrender of the unexercised related Option (or any portions thereof which
        the
        Participant from time to time determines to surrender for this
        purpose).
  6.4. Form
        of
        Payment Upon Exercise of SARs. Payment by the Corporation of the amount
        receivable upon any exercise of a SAR may be made by the delivery of Stock
        or
        cash, or any combination of Stock and cash, as determined in the sole discretion
        of the Administrator.
  6.5.Transferability.
        SARs shall be transferable only as provided in the Grant
        Agreement.
  6.6 Code
        Section 162(m). With respect to any SARs intended to qualify as
        "performance-based compensation" under Code section 162(m), this Article
        VI
        (including the substance of the Performance Goals, the timing of establishment
        of the Performance Goals, the adjustment of the Performance Goals and
        determination of the Award) shall be implemented by the Administrator in
        a
        manner designed to preserve such Awards as such "performance-based
        compensation."
  8
  ARTICLE
        VII
  Restricted
        Stock and Stock Units
  7.1. Grants.
        Subject to the other applicable provisions of the Plan, the Administrator
        may
        grant Restricted Stock or Stock Units to Participants in such amounts and
        for
        such consideration as may be required by law, as it determines. Such Awards
        shall be made pursuant to a Grant Agreement.
  7.2. Terms
        and
        Conditions. A Restricted Stock Award entitles the recipient to acquire shares
        of
        Stock and a Stock Unit Award entitles the recipient to be paid the Fair Market
        Value of the Stock on the exercise date. Stock Units may be settled in Stock,
        cash or a combination thereof, as determined by the Administrator. Restricted
        Stock Awards and Stock Unit Awards are subject to vesting periods and other
        restrictions and conditions as the Administrator may include in the Grant
        Agreement.
  7.3. Restricted
        Stock.
  7.3.1. The
        Grant
        Agreement for each Restricted Stock Award shall specify the applicable
        restrictions on such shares of Stock, the duration of such restrictions,
        and the
        times and/or Performance Goals upon which such restrictions shall lapse with
        respect to all or a specified number of shares of Stock that are part of
        the
        Award. Notwithstanding the foregoing, the Administrator may reduce or shorten
        the duration of any restriction applicable to any shares of Stock awarded
        to any
        Participant under the Plan.
  7.3.2. Share
        certificates with respect to restricted shares of Stock may be issued at
        the
        time of grant of the Restricted Stock Award, subject to forfeiture if the
        restrictions do not lapse, or upon lapse of the restrictions. If share
        certificates are issued at the time of grant of the Restricted Stock Award,
        the
        certificates shall bear an appropriate legend with respect to the restrictions
        applicable to such Restricted Stock Award (as described in Section 11.1)
        or,
        alternatively, the Participant may be required to deposit the certificates
        with
        the Corporation during the period of any restriction thereon and to execute
        a
        blank stock power or other instrument of transfer.
  7.3.3. The
        extent of the Participant's rights as a shareholder with respect to the
        Restricted Stock shall be specified in the Grant Agreement.
  7.4.Stock
        Units.
  7.4.1. The
        grant
        of Stock Units shall be evidenced by a Grant Agreement that states the number
        of
        Stock Units evidenced thereby and the terms and conditions of such Stock
        Units,
        including, but not limited to, any Performance Goals, if any, that must be
        satisfied before a Participant earns such Stock Units.
  7.4.2. Stock
        Units may be exercised in the manner described in the Grant
        Agreement.
  9
  7.4.3. The
        extent of the Participant's rights as a shareholder with respect to the Stock
        Units shall be specified in the Grant Agreement.
  7.5. Transferability.
        Unvested Restricted Stock Awards or Stock Units may not be sold, assigned,
        transferred, pledged or otherwise encumbered or disposed of except as
        specifically provided in the Grant Agreement.
  7.6 Code
        Section 162(m). With respect to any Restricted Stock Awards or Stock Units
        intended to qualify as "performance-based compensation" under Code section
        162(m), this Article VII (including the substance of the Performance Goals,
        the
        timing of establishment of the Performance Goals, the adjustment of the
        Performance Goals and determination of the Award) shall be implemented by
        the
        Administrator in a manner designed to preserve such Awards as such
        "performance-based compensation."
  ARTICLE
        VIII
  8.1. Tax
        Withholding
  8.1.1. Subject
        to subparagraph 8.1.2., as a condition to taking any action otherwise required
        under the Plan or any Grant Agreement, the Corporation shall have the right
        to
        require assurance that the Participant will remit to the Corporation when
        required an amount sufficient to satisfy federal, state and local tax
        withholding requirements. The Administrator may permit such withholding
        obligations to be satisfied through cash payment by the Participant, through
        the
        surrender of shares of Stock which the Participant already owns or through
        the
        surrender of shares of Stock to which the Participant is otherwise entitled
        under the Plan or through any other method determined by the
        Administrator.
  8.1.2. If
        a
        Participant makes a disposition of shares of Stock acquired upon the exercise
        of
        an ISO within either two (2) years after the Option was granted or one (1)
        year
        after its exercise by the Participant, the Participant shall promptly notify
        the
        Corporation or respond to an inquiry by the Corporation concerning a disposition
        and the Corporation shall have the right to require the Participant to pay
        to
        the Corporation an amount sufficient to satisfy federal, state and local
        tax
        withholding requirements.
  ARTICLE
        IX
  Corporate
        Transactions
  9.1. Adjustments
        Due to Special Circumstances.
  9.1.1. In
        the
        event of any change in the capital structure or business of the Corporation
        by
        reason of any stock dividend or extraordinary dividend, stock split or reverse
        stock split, recapitalization, reorganization, merger, consolidation, split-up,
        combination or exchange of shares, non-cash distributions with respect to
        its
        outstanding Stock, reclassification of the Corporation's capital stock, any
        sale
        or transfer of all or part of the Corporation's assets or business, or any
        similar change affecting the Corporation's capital structure or business
        or the
        capital structure of any business of any subsidiary, as determined by the
        Administrator, if the Administrator determines that an adjustment is equitable,
        then the Administrator shall adjust the Plan and Awards as it deems necessary
        or
        appropriate to prevent enlargement or dilution of rights, including, without
        limitation, in: (i) the number of shares of Stock that can be granted or
        used
        for reference purposes pursuant to the Plan; (ii) the number and kind of
        shares
        or other securities subject to any then outstanding Awards under the Plan;
        and
        (iii) the exercise price, base price, or purchase price applicable to
        outstanding Awards under the Plan. The adjustment by the Administrator shall
        be
        final, binding and conclusive.
  10
  9.1.2. The
        Administrator may cancel outstanding Awards, but not outstanding Stock or
        Restricted Stock Awards, in connection with any merger, consolidation of
        the
        Corporation, or any sale or transfer of all or part of the Corporation's
        assets
        or business, or any similar event. The Administrator may determine to pay
        no
        compensation whatsoever for any canceled Awards that are not in-the-money
        (as
        hereinafter defined) or for any canceled Awards to the extent not vested.
        The
        Corporation shall provide payment in cash or other property for the in-the-money
        value of the vested portion of Awards that are in-the-money and that are
        canceled as aforesaid. Awards are "in-the-money" only to the extent of their
        then realizable market value, without taking into account the potential future
        increase in the value of the Award (whether under Black-Scholes-type formulas
        or
        otherwise). The opinion by the Administrator of the in-the-money value of
        any
        Award shall be final, binding and conclusive.
  9.1.3. Any
        adjustment of ISOs under this Section 9.1 shall be made only to the extent
        not
        constituting a "modification" within the meaning of Code section 424(h)(3).
        Further, with respect to Awards intended to qualify as "performance-based
        compensation" under Code section 162(m), such adjustments shall be made only
        to
        the extent that the Administrator determines that such adjustments may be
        made
        without causing the Company to be denied a tax deduction on account of Code
        section 162(m).
  9.2. Substitution
        of Options. In the event that, by reason of a corporate merger, consolidation,
        acquisition of property or stock, separation, reorganization or liquidation,
        the
        Board shall authorize the issuance or assumption of a stock option or stock
        options in a transaction to which Code section 424(a) applies, then,
        notwithstanding any other provision of the Plan, the Administrator may grant
        options upon such terms and conditions as it may deem appropriate for the
        purpose of assumption of the old option, or substitution of a new option
        for the
        old option, in conformity with the provisions of Code section 424(a) and
        the
        rules and regulations thereunder, as they may be amended from time to
        time.
  11
  ARTICLE
        X
  Amendment
        and Termination
  Amendment
        and Termination. The Board may amend, alter, suspend, discontinue, or terminate
        the Plan or any portion thereof at any time; provided that no such amendment,
        alteration, suspension, discontinuation or termination shall be made without
        shareholder approval if such approval is necessary to comply with any tax
        or
        regulatory requirement applicable to the Plan (including as necessary to
        prevent
        the Corporation from being denied a tax deduction on account of Code section
        162(m)); and provided further that any such amendment, alteration, suspension,
        discontinuance or termination that would impair the rights of any Participant
        or
        any holder or beneficiary of any Award theretofore granted shall not to that
        extent be effective without the consent of the affected Participant, holder
        or
        beneficiary.
  ARTICLE
        XI
  Miscellaneous
  11.1. Restrictive
        Legends. The Corporation may at any time place legends referencing any
        restrictions described in the Grant Agreement and any applicable federal
        or
        state securities law restrictions on all certificates representing shares
        of
        Stock underlying an Award.
  11.2. Compliance
        with Governmental Regulations. Notwithstanding any provision of the Plan
        or the
        terms of any Grant Agreement entered into pursuant to the Plan, the Corporation
        shall not be required to issue any shares hereunder prior to registration
        of the
        shares subject to the Plan under the Securities Act of 1933, as amended,
        or the
        Securities Exchange Act of 1934, as amended, if such registration shall be
        necessary, or before compliance by the Corporation or any Participant with
        any
        other provisions of either of those acts or of regulations or rulings of
        the
        Securities and Exchange Commission thereunder, or before compliance with
        other
        federal and state laws and regulations and rulings thereunder, including
        the
        rules of any applicable securities exchange or quotation system.
  11.3. No
        Guarantee of Employment. Participation in this Plan shall not be construed
        to
        confer upon any Participant the legal right to be retained in the employ
        of the
        Corporation or give any person any right to any payment whatsoever, except
        to
        the extent of the benefits provided for hereunder.
  11.4. Governing
        Law. The provisions of this Plan shall be governed by, construed and
        administered in accordance with applicable federal law; provided, however,
        that
        to the extent not in conflict with federal law, this Plan shall be governed
        by,
        construed and administered under the laws of New York, other than its laws
        respecting choice of law.
  11.5. Severability.
        If any provision of the Plan shall be held invalid, the remainder of this
        Plan
        shall not be affected thereby and the remainder of the Plan shall continue
        in
        force.
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