**Exhibit
      A**





**COMMAND
      SECURITY CORPORATION**


**2005
      STOCK INCENTIVE PLAN**




**ARTICLE
      I**


**General**




**1.1**  ***Purpose***




The
      Command Security Corporation 2005 Stock Incentive Plan (the “Plan”) is designed
      to provide certain key persons, on whose initiative and efforts the successful
      conduct of the business of Command Security Corporation (the “Company”) depends,
      and who are responsible for the management, growth and protection of the
      business of the Company, with incentives to: (a) enter into and remain in the
      service of the Company or a Company subsidiary, (b) acquire a proprietary
      interest in the success of the Company, (c) maximize their performance and
      (d)
      enhance the long-term performance of the Company (whether directly or indirectly
      through enhancing the long-term performance of a Company subsidiary ). The
      Plan
      is also designed to provide certain “performance-based” compensation to these
      key persons.




**1.2**  ***Administration***




(a)  Administration
      by Committee; Constitution of Committee .
      The
      Plan shall be administered by the compensation committee of the Board of
      Directors of the Company (the “Board”) or such other committee or subcommittee
      as the Board may designate or as shall be formed by the abstention or recusal
      of
      a non-Qualified Member (as defined below) of such committee (the “Committee”).
      The members of the Committee shall be appointed by, and serve at the pleasure
      of, the Board. While it is intended that at all times that the Committee acts
      in
      connection with the Plan, the Committee shall consist solely of Qualified
      Members, the number of whom shall not be less than two, the fact that the
      Committee is not so comprised will not invalidate any grant hereunder that
      otherwise satisfies the terms of the Plan. A “Qualified Member” is both a
“non-employee director” within the meaning of Rule 16b-3 (“Rule 16b-3”)
      promulgated under the Securities Exchange Act of 1934 (the “1934 Act”) and an
“outside director” within the meaning of section 162(m) of the Internal Revenue
      Code of 1986, as amended (the “Code”). If the Committee does not exist, or for
      any other reason determined by the Board, the Board may take any action under
      the Plan that would otherwise be the responsibility of the
      Committee.




(b)  Committee’s
      Authority .
      The
      Committee shall have the authority (i) to exercise all of the powers granted
      to
      it under the Plan, (ii) to construe, interpret and implement the Plan and any
      Option Certificates executed pursuant to Section 2.1, (iii) to prescribe, amend
      and rescind rules and regulations relating to the Plan, including rules
      governing its own operations, (iv) to make all determinations necessary or
      advisable in administering the Plan, (v) to correct any defect, supply any
      omission and reconcile any inconsistency in the Plan, and (vi) to amend the
      Plan
      to reflect changes in applicable law.




(c)  Committee
      Action; Delegation .
      Actions
      of the Committee shall be taken by the vote of a majority of its members. Any
      action may be taken by a written instrument signed by a majority of the
      Committee members, and action so taken shall be fully as effective as if it
      had
      been taken by a vote at a meeting. Notwithstanding the foregoing or any other
      provision of the Plan, the Committee or, pursuant to Section 1.2(a), the Board,
      may delegate to one or more officers of the Company the authority to designate
      the individuals (other than such officer(s)), among those eligible to receive
      options pursuant to the terms of the Plan, who will receive options under the
      Plan and the size of each such option, to the fullest extent permitted under
      the
      New York Business Corporation Law (or any successor provision
      thereto).




(d)  Determinations
      Final .
      The
      determination of the Committee on all matters relating to the Plan or any Option
      Certificate shall be final, binding and conclusive.




(e)  Limit
      on Committee Members’ Liability .
      No
      member of the Committee shall be liable for any action or determination made
      in
      good faith with respect to the Plan or any award thereunder.







***1.3***  ***Persons
      Eligible for Awards***




The
      persons eligible to receive awards under the Plan are those officers, directors
      (whether or not they are employed by the Company), and executive, managerial,
      professional or administrative employees of, and consultants to, the Company
      and
      its subsidiaries (collectively, “key persons”) as the Committee in its sole
      discretion shall select. No incentive stock option may be granted to a person
      who is not an employee of the Company on the date of grant.




**1.4**  ***Types
      of Awards Under Plan***




Awards
      may be made under the Plan in the form of (a) incentive stock options and (b)
      non-qualified stock options, as more fully set forth in Article II. The terms
      “award” and “option” mean either of the foregoing.




**1.5**  ***Shares
      Available for Awards***




(a)  Aggregate
      Number Available; Certificate Legends .
      The
      total number of shares of common stock of the Company (“Common Stock”) with
      respect to which awards may be granted pursuant to the Plan shall not exceed
      the
      sum of 1,000,000 shares. Shares issued pursuant to the Plan may be authorized
      but unissued Common Stock, authorized and issued Common Stock held in the
      Company’s treasury or Common Stock acquired by the Company for the purposes of
      the Plan. The Committee may direct that any stock certificate evidencing shares
      issued pursuant to the Plan shall bear a legend setting forth such restrictions
      on transferability as may apply to such shares.




(b)  Adjustment
      Upon Changes in Common Stock .
      Upon
      certain changes in Common Stock, the number of shares of Common Stock available
      for issuance with respect to awards that may be granted under the Plan pursuant
      to Section 1.5(a), shall be adjusted pursuant to Section 3.5(a).




(c)  Certain
      Shares to Become Available Again .
      Any
      shares of Common Stock that are subject to an award under the Plan and that
      remain unissued upon the cancellation or termination of such award for any
      reason whatsoever shall again become available for awards under the
      Plan.




(d)  Individual
      Limits .
      Except
      for the limits set forth in this Section 1.5(d) and in Section 2.2(e), no
      provision of this Plan shall be deemed to limit the number or value of shares
      with respect to which the Committee may make awards to any eligible person.
      Subject to adjustment as provided in Section 3.5(a), the total number of shares
      of Common Stock with respect to which awards may be granted to any one employee
      of the Company or a subsidiary during any one calendar year shall not exceed
      500,000 shares. Stock options granted and subsequently canceled or deemed to
      be
      canceled in a calendar year count against this limit even after their
      cancellation.




**1.6**  ***Definitions
      of Certain Terms***




(a)  The
“Fair
      Market Value” of a share of Common Stock on any day shall be the closing price
      as reported for such day in The Wall Street Journal or, if no such price is
      reported for such day, the average of the high bid and low asked price of Common
      Stock as reported for such day. If no quotation is made for the applicable
      day,
      the Fair Market Value of a share of Common Stock on such day shall be determined
      in the manner set forth in the preceding sentence using quotations for the
      next
      preceding day for which there were quotations, provided that such quotations
      shall have been made within the ten (10) business days preceding the applicable
      day. Notwithstanding the foregoing, if deemed necessary or appropriate by the
      Committee, the Fair Market Value of a share of Common Stock on any day shall
      be
      determined by the Committee. In no event shall the Fair Market Value of any
      share of Common Stock be less than its par value.




(b)  The
      term
“incentive stock option” means an option that is intended to qualify for special
      federal income tax treatment pursuant to sections 421 and 422 of the Code as
      now
      constituted or subsequently amended, or pursuant to a successor provision of
      the
      Code, and which is so designated in the applicable Option Certificate. Any
      option that is not specifically designated as an incentive stock option shall
      under no circumstances be considered an incentive stock option. Any option
      that
      is not an incentive stock option is referred to herein as a “non-qualified stock
      option.”




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(c)  A
      grantee
      shall be deemed to have a “termination of employment” upon (i) the date the
      grantee ceases to be employed by, or to provide consulting services for, the
      Company or any Company subsidiary, or any corporation (or any of its
      subsidiaries) which assumes the grantee’s award in a transaction to which
      section 424(a) of the Code applies; or (ii) the date the grantee ceases to
      be a
      Board member, provided, however, that in the case of a grantee (x) who is,
      at
      the time of reference, both an employee or consultant and a Board member, or
      (y)
      who ceases to be engaged as an employee, consultant or Board member and
      immediately is engaged in another of such relationships with the Company or
      any
      Company subsidiary, the grantee shall be deemed to have a “termination of
      employment” upon the later of the dates determined pursuant to subparagraphs (i)
      and (ii) above. For purposes of clause (i) above, a grantee who continues his
      or
      her employment or consulting relationship with a Company subsidiary subsequent
      to its sale by the Company shall have a termination of employment upon the
      date
      of such sale. The Committee may in its discretion determine whether any leave
      of
      absence constitutes a termination of employment for purposes of the Plan and
      the
      impact, if any, of any such leave of absence on awards theretofore made under
      the Plan.




(d)  The
      terms
“parent corporation” and “subsidiary corporation” shall have the meanings given
      them in sections 424(e) and (f) of the Code, respectively.




(e)  The
      term
“employment” shall be deemed to mean an employee’s employment with, or a
      consultant’s provision of services to, the Company or any Company subsidiary and
      each Board member’s service as a Board member.




(f)  The
      term
“cause” in connection with a termination of employment by reason of a dismissal
      for cause shall mean:




(i)  to
      the
      extent that there is an employment, severance or other agreement governing
      the
      relationship between the grantee and the Company or a Company subsidiary, which
      agreement contains a definition of “cause,” cause shall consist of those acts or
      omissions that would constitute “cause” under such agreement; and
      otherwise,




(ii)  the
      grantee’s termination of employment by the Company or an affiliate on account of
      any one or more of the following:




(A)  grantee’s
      willful and intentional repeated failure or refusal, continuing after notice
      that specifically identifies the breach(es) complained of, to perform
      substantially his or her material duties, responsibilities and obligations
      (other than a failure resulting from grantee’s incapacity due to physical or
      mental illness or other reasons beyond the control of grantee), and which
      failure or refusal results in demonstrable direct and material injury to the
      Company;




(B)  any
      willful and intentional act or failure to act involving fraud,
      misrepresentation, theft, embezzlement, dishonesty or moral turpitude
      (collectively, “Fraud”) which results in demonstrable direct and material injury
      to the Company; and




(C)  conviction
      of (or a plea of nolo contendere to) an offense which is a felony in the
      jurisdiction involved or which is a misdemeanor in the jurisdiction involved
      but
      which involves Fraud.




For
      purposes of determining whether cause exists, no act, or failure to act, on
      grantee’s part shall be deemed “willful” or “intentional” unless done, or
      omitted to be done, by grantee in bad faith, and without reasonable belief
      that
      his or her action or omission was in the best interests of the Company.




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Any
      rights the Company may have hereunder in respect of the events giving rise
      to
      cause shall be in addition to the rights the Company may have under any other
      agreement with a grantee or at law or in equity. Any determination of whether
      a
      grantee’s employment is (or is deemed to have been) terminated for cause for
      purposes of the Plan or any award hereunder shall be made by the Committee
      in
      its discretion. If, subsequent to a grantee’s voluntary termination of
      employment or involuntary termination of employment without cause, it is
      discovered that the grantee’s employment could have been terminated for cause,
      the Committee may deem such grantee’s employment to have been terminated for
      cause. A grantee’s termination of employment for cause shall be effective as of
      the date of the occurrence of the event giving rise to cause, regardless of
      when
      the determination of cause is made.




**ARTICLE
      II**


**Awards
      Under the Plan**




**2.1**  ***Certificates
      Evidencing Options***




Each
      award granted under the Plan shall be evidenced by a written certificate
      (“Option Certificate”) which shall contain such provisions as the Committee may
      in its sole discretion deem necessary or desirable. By accepting an award
      pursuant to the Plan, a grantee thereby agrees that the award shall be subject
      to all of the terms and provisions of the Plan and the applicable Option
      Certificate.




***2.2***  ***Grant
      of Stock Options***




(a)  Stock
      Option Grants .
      The
      Committee may grant incentive stock options and non-qualified stock options
      (collectively, “options”) to purchase shares of Common Stock from the Company,
      to such key persons, and in such amounts and subject to such vesting and
      forfeiture provisions and other terms and conditions, as the Committee shall
      determine in its sole discretion, subject to the provisions of the
      Plan.




(b)  Option
      Exercise Price .
      Each
      Option Certificate shall set forth the amount (the “option exercise price”)
      payable by the grantee to the Company upon exercise of the option evidenced
      thereby. The option exercise price per share shall be determined by the
      Committee in its sole discretion; provided, however, that the option exercise
      price shall be at least 100% of the Fair Market Value of a share of Common
      Stock
      on the date the option is granted, and provided further that in no event shall
      the option exercise price be less than the par value of a share of Common
      Stock.




(c)  Exercise
      Period .
      Each
      Option Certificate shall set forth the periods during which the option evidenced
      thereby shall be exercisable, whether in whole or in part. Such periods shall
      be
      determined by the Committee in its sole discretion; provided, however, that
      no
      stock option shall be exercisable more than 10 years after the date of grant.
      (See the default exercise period provided for under Sections 2.3(a) and
      (b).)




(d)  Reload
      Options .
      The
      Committee may in its sole discretion include in any Option Certificate with
      respect to an option (the “original option”) a provision that an additional
      option (the “reload option”) shall be granted to the grantee if, pursuant to
      Section 2.3(e)(ii), the grantee delivers shares of Common Stock in partial
      or
      full payment of the exercise price of the original option. The reload option
      shall be for a number of shares of Common Stock equal to the number thus
      delivered, shall have an exercise price equal to the Fair Market Value of a
      share of Common Stock on the date of exercise of the original option, and shall
      have an expiration date no later than the expiration date of the original
      option. In the event that a Option Certificate provides for the grant of a
      reload option, such Option Certificate shall also provide that any shares that
      are delivered pursuant to Section 2.3(e)(ii) in payment of such exercise price
      shall have been held for at least six months (or such other period as the
      Committee may from time to time determine).




(e)  Incentive
      Stock Option Limitation: $100,000 Limitation .
      To the
      extent that the aggregate Fair Market Value (determined as of the time the
      option is granted) of the stock with respect to which incentive stock options
      are first exercisable by any employee during any calendar year shall exceed
      $100,000, or such other amount as may be specified from time to time under
      section 422 of the Code, such options shall be treated as non-qualified stock
      options.




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(f)  Incentive
      Stock Option Limitation: 10% Owners .
      Notwithstanding the provisions of paragraphs (d) and (e) of this Section 2.2,
      an
      incentive stock option may not be granted under the Plan to an individual who,
      at the time the option is granted, owns stock possessing more than 10% of the
      total combined voting power of all classes of stock of his or her employer
      corporation or of its parent or subsidiary corporations (as such ownership
      may
      be determined for purposes of section 422(b)(6) of the Code) unless (i) at
      the
      time such incentive stock option is granted the option exercise price is at
      least 110% of the Fair Market Value of the shares subject thereto and (ii)
      the
      incentive stock option by its terms is not exercisable after the expiration
      of 5
      years from the date it is granted.




**2.3**  ***Exercise
      of Options***




Subject
      to the other provisions of this Article II, each option granted under the Plan
      shall be exercisable as follows:




(a)  Beginning
      of Exercise Period .
      Unless
      the applicable Option Certificate otherwise provides, an option shall become
      exercisable with respect to one quarter (1/4) of the shares subject to such
      option on each of the first four anniversaries of the date of
      grant.




(b)  End
      of
      Exercise Period .
      Unless
      the applicable Option Certificate otherwise provides, once an installment
      becomes exercisable, it shall remain exercisable until the earlier of (i) the
      tenth anniversary of the date of grant of the award or (ii) the expiration,
      cancellation or termination of the award.




(c)  Timing
      and Extent of Exercise .
      Unless
      the applicable Option Certificate otherwise provides, an option may be exercised
      from time to time as to all or part of the shares as to which such award is
      then
      exercisable.




(d)  Notice
      of Exercise .
      An
      option shall be exercised by the filing of a written notice with the Company
      or
      the Company’s designated exchange agent (the “exchange agent”), on such form and
      in such manner as the Committee shall in its sole discretion
      prescribe.




(e)  Payment
      of Exercise Price .
      Any
      written notice of exercise of an option shall be accompanied by payment for
      the
      shares being purchased. Such payment shall be made: (i) by certified or official
      bank check (or the equivalent thereof acceptable to the Company or its exchange
      agent) for the full option exercise price; or (ii) with the consent of the
      Committee, by delivery of shares of Common Stock owned by the grantee (whether
      acquired by option exercise or otherwise, provided that if such shares were
      acquired pursuant to the exercise of a stock option, they were acquired at
      least
      six months prior to the option exercise date or such other period as the
      Committee may from time to time determine) having a Fair Market Value
      (determined as of the exercise date) equal to all or part of the option exercise
      price and a certified or official bank check (or the equivalent thereof
      acceptable to the Company or its exchange agent) for any remaining portion
      of
      the full option exercise price; or (iii) at the discretion of the Committee
      and
      to the extent permitted by law, by such other provision, consistent with the
      terms of the Plan, as the Committee may from time to time
      prescribe.




(f)  Delivery
      of Certificates Upon Exercise .
      Promptly after receiving payment of the full option exercise price, the Company
      or its exchange agent shall, subject to the provisions of Section 3.2, deliver
      to the grantee or to such other person as may then have the right to exercise
      the award, certificate or certificates for the shares of Common Stock for which
      the award has been exercised. If the method of payment employed upon option
      exercise so requires, and if applicable law permits, a grantee may direct the
      Company, or its exchange agent, as the case may be, to deliver the stock
      certificate(s) to the grantee’s stockbroker.




(g)  No
      Shareholder Rights .
      No
      grantee of an option (or other person having the right to exercise such award)
      shall have any of the rights of a shareholder of the Company with respect to
      shares subject to such award until the issuance of a stock certificate to such
      person for such shares. Except as otherwise provided in Section 1.5(b), no
      adjustment shall be made for dividends, distributions or other rights (whether
      ordinary or extraordinary, and whether in cash, securities or other property)
      for which the record date is prior to the date such stock certificate is
      issued.




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**2.4**  ***Termination
      of Employment; Death Subsequent to a Termination of
      Employment***




(a)  General
      Rule .
      Except
      to the extent otherwise provided in paragraphs (b), (c) or (d) of this Section
      2.4, a grantee who incurs a termination of employment may exercise any
      outstanding option on the following terms and conditions: (i) exercise may
      be
      made only to the extent that the grantee was entitled to exercise the award
      on
      the termination of employment date; and (ii) exercise must occur within three
      months after termination of employment but in no event after the original
      expiration date of the award.




(b)  Dismissal
      for Cause; Resignation .
      If a
      grantee incurs a termination of employment as the result of a dismissal for
      cause, all options not theretofore exercised shall terminate upon the
      commencement of business on the date of the grantee’s termination of
      employment.




(c)  Disability .
      If a
      grantee incurs a termination of employment by reason of a disability (as defined
      below), then any outstanding option shall be exercisable on the following terms
      and conditions: (i) exercise may be made only to the extent that the grantee
      was
      entitled to exercise the award on the termination of employment date; and (ii)
      exercise must occur by the earlier of (A) the first anniversary of the grantee’s
      termination of employment, or (B) the original expiration date of the award.
      For
      this purpose “disability” shall mean: (x) except in connection with an incentive
      stock option, any physical or mental condition that would qualify a grantee
      for
      a disability benefit under the long-term disability plan maintained by the
      Company or, if there is no such plan, a physical or mental condition that
      prevents the grantee from performing the essential functions of the grantee’s
      position (with or without reasonable accommodation) for a period of six
      consecutive months and (y) in connection with an incentive stock option, a
      disability described in section 422(c)(6) of the Code. The existence of a
      disability shall be determined by the Committee in its absolute
      discretion.




(d)  Death .




(i)  Termination
      of Employment as a Result of Grantee’s Death .
      If a
      grantee incurs a termination of employment as the result of death, then any
      outstanding option shall be exercisable on the following terms and conditions:
      (A) exercise may be made only to the extent that the grantee was entitled to
      exercise the award on the date of death; and (B) exercise must occur by the
      earlier of (1) the first anniversary of the grantee’s death, or (2) the original
      expiration date of the award.




(ii)  Death
      Subsequent to a Termination of Employment .
      If a
      grantee dies subsequent to incurring a termination of employment but prior
      to
      the expiration of the exercise period with respect to a stock option (as
      provided by paragraphs (a) or (c) above), then the award shall remain
      exercisable until the earlier to occur of (A) the first anniversary of the
      grantee’s death or (B) the original expiration date of the award.




(iii)  Restrictions
      on Exercise Following Death .
      Any
      such exercise of an award following a grantee’s death shall be made only by the
      grantee’s executor or administrator or other duly appointed representative
      reasonably acceptable to the Committee, unless the grantee’s will specifically
      disposes of such award, in which case such exercise shall be made only by the
      recipient of such specific disposition. If a grantee’s personal representative
      or the recipient of a specific disposition under the grantee’s will shall be
      entitled to exercise any award pursuant to the preceding sentence, such
      representative or recipient shall be bound by all the terms and conditions
      of
      the Plan and the applicable Option Certificate which would have applied to
      the
      grantee including, without limitation, the provisions of Sections
      3.2.




(e)  Special
      Rules for Incentive Stock Options .
      No
      option that remains exercisable for more than three months following a grantee’s
      termination of employment for any reason other than death (including death
      within three months after the termination of employment or within one year
      after
      a termination due to disability) or disability, or for more than one year
      following a grantee’s termination of employment as the result of disability, may
      be treated as an incentive stock option.




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(f)  Committee
      Discretion .
      The
      Committee may waive or modify the application of the foregoing provisions of
      this Section 2.4.




**2.5**  ***Transferability
      of Options***




Except
      as
      otherwise provided in an applicable Option Certificate evidencing an option,
      during the lifetime of a grantee, each option granted to a grantee shall be
      exercisable only by the grantee and no option shall be assignable or
      transferable otherwise than by will or by the laws of descent and distribution.
      The Committee may, in any applicable Option Certificate evidencing an option
      (other than an incentive stock option to the extent inconsistent with the
      requirements of section 422 of the Code applicable to incentive stock options),
      permit a grantee to transfer all or some of the options to (A) the grantee’s
      spouse, children or grandchildren (“Immediate Family Members”), (B) a trust or
      trusts for the exclusive benefit of such Immediate Family Members, or (C) other
      parties approved by the Committee in its absolute discretion. Following any
      such
      transfer, any transferred options shall continue to be subject to the same
      terms
      and conditions as were applicable immediately prior to the
      transfer.




***2.6***  ***Right
      of Recapture***




If
      at any
      time after the date on which a grantee has been granted or become vested in
      an
      award pursuant to the achievement of performance goals , the Committee
      determines that the earlier determination as to the achievement of the
      performance goals was based on incorrect data and that in fact the performance
      goals had not been achieved or had been achieved to a lesser extent than
      originally determined, then (i) any award or portion of an award granted based
      on such incorrect determination shall be forfeited, and (ii) any award or
      portion of an award that became vested based on such incorrect determination
      shall be deemed to be not vested.




**ARTICLE
      III**


**Miscellaneous**




**3.1**  ***Amendment
      of the Plan; Modification of Awards***




(a)  Amendment
      of the Plan .
      Subject
      to Section 3.1(b), the Board may from time to time suspend, discontinue, revise
      or amend the Plan in any respect whatsoever, except that no such amendment
      shall
      materially impair any rights or materially increase any obligations under any
      award theretofore made under the Plan without the consent of the grantee (or,
      upon the grantee’s death, the person having the right to exercise the award).
      For purposes of this Section 3.1, any action of the Board or the Committee
      that
      in any way alters or affects the tax treatment of any award or that in the
      sole
      discretion of the Board is necessary to prevent an award from being subject
      to
      tax under Section 409A of the Code shall not be considered to materially impair
      any rights of any grantee.




(b)  Shareholder
      Approval Requirement .
      Shareholder approval shall be required with respect to any amendment to the
      Plan
      (i) which increases the aggregate number of shares which may be issued pursuant
      to incentive stock options or changes the class of employees eligible to receive
      such options, (ii) which otherwise materially increases the benefits under
      the
      Plan, (iii) to the extent required by stock exchange rules, or (iv) to the
      extent the Board determines that shareholder approval is necessary to enable
      awards under the Plan to comply with Sections 422 or 162(m) of the
      Code.




(c)  Modification
      of Awards .
      The
      Committee may cancel any award under the Plan. The Committee also may amend
      any
      outstanding Option Certificate, including, without limitation, by amendment
      which would: (i) accelerate the time or times at which the award becomes vested
      and exercisable; (ii) waive or amend any goals, restrictions or conditions
      set
      forth in the Option Certificate; or (iii) waive or amend the operation of
      Section 2.4 with respect to the termination of the award upon termination of
      employment, provided however, that no such amendment may lower the exercise
      price of an outstanding option. However, any such cancellation or amendment
      (other than an amendment pursuant to Section 3.5) that materially impairs the
      rights or materially increases the obligations of a grantee under an outstanding
      award shall be made only with the consent of the grantee (or, upon the grantee’s
      death, the person having the right to exercise the award). Under no
      circumstances may the Committee modify an award in a manner that would cause
      the
      award to be subject to tax under Section 409A of the Code.




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**3.2**  ***Consent
      Requirement***




(a)  No
      Plan Action without Required Consent .
      If the
      Committee shall at any time determine that any Consent (as hereinafter defined)
      is necessary or desirable as a condition of, or in connection with, the granting
      of any award under the Plan, the issuance or purchase of shares or other rights
      thereunder, or the taking of any other action thereunder (each such action
      being
      hereinafter referred to as a “Plan Action”), then such Plan Action shall not be
      taken, in whole or in part, unless and until such Consent shall have been
      effected or obtained to the full satisfaction of the Committee.




(b)  Consent
      Defined .
      The
      term “Consent” as used herein with respect to any Plan Action means (i) any and
      all listings, registrations or qualifications in respect thereof upon any
      securities exchange or under any federal, state or local law, rule or
      regulation, (ii) any and all written agreements and representations by the
      grantee with respect to the disposition of shares, or with respect to any other
      matter, which the Committee shall deem necessary or desirable to comply with
      the
      terms of any such listing, registration or qualification or to obtain an
      exemption from the requirement that any such listing, qualification or
      registration be made and (iii) any and all consents, clearances and approvals
      in
      respect of a Plan Action by any governmental or other regulatory
      bodies.




**3.3**  ***Requirement
      of Notification Upon Disqualifying Disposition Under Section 421(b) of the
      Code***




Each
      grantee of an incentive stock option shall notify the Company of any disposition
      of shares of Common Stock issued pursuant to the exercise of such option under
      the circumstances described in section 421(b) of the Code (relating to certain
      disqualifying dispositions), within 10 days of such disposition.




**3.4**  ***Withholding
      Taxes***




The
      Company shall be entitled to require as a condition of delivery of shares of
      Common Stock upon exercise of an option that the grantee remit to the Company
      an
      amount sufficient, in the opinion of the Company, to satisfy all federal, state
      and other governmental tax withholding requirements related thereto. With the
      approval of the Committee, which the Committee shall have sole discretion
      whether or not to give, the grantee may satisfy the foregoing condition by
      electing to have the Company withhold from delivery shares having a value equal
      to the amount of tax to be withheld. Such shares shall be valued at their Fair
      Market Value as of the date on which the amount of tax to be withheld is
      determined. Fractional share amounts shall be settled in cash. Such a
      withholding election may be made with respect to all or any portion of the
      shares to be delivered pursuant to an award.




**3.5**  ***Adjustment
      Upon Changes in Common Stock***




(a)  Shares
      Available for Options .
      In the
      event of any change in the number of shares of Common Stock outstanding by
      reason of any stock dividend or split, reverse stock split, recapitalization,
      merger, consolidation, combination or exchange of shares or similar corporate
      change, the maximum number of shares of Common Stock with respect to which
      the
      Committee may grant awards under Article II hereof, as described in Section
      1.5(a), and the individual annual limit described in Section 1.5(d), shall
      be
      appropriately adjusted by the Committee. In the event of any change in the
      number of shares of Common Stock outstanding by reason of any other event or
      transaction, the Committee may, but need not, make such adjustments in the
      number and class of shares of Common Stock with respect to which awards: (i)
      may
      be granted under Article II hereof and (ii) granted to any one employee of
      the
      Company or a subsidiary during any one calendar year, in each case as the
      Committee may deem appropriate.




(b)  Outstanding
      Options -- Increase or Decrease in Issued Shares Without
      Consideration .
      Subject
      to any required action by the shareholders of the Company, in the event of
      any
      increase or decrease in the number of issued shares of Common Stock resulting
      from a subdivision or consolidation of shares of Common Stock or the payment
      of
      a stock dividend (but only on the shares of Common Stock), or any other increase
      or decrease in the number of such shares effected without receipt of
      consideration by the Company, the Committee shall proportionally adjust the
      number of shares of Common Stock subject to each outstanding option and the
      exercise price-per-share of Common Stock of each such option.




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(c)  Outstanding
      Options -- Certain Mergers .
      Subject
      to any required action by the shareholders of the Company, in the event that
      the
      Company shall be the surviving corporation in any merger or consolidation
      (except a merger or consolidation as a result of which the holders of shares
      of
      Common Stock receive securities of another corporation), each option outstanding
      on the date of such merger or consolidation shall pertain to and apply to the
      securities which a holder of the number of shares of Common Stock subject to
      such option would have received in such merger or consolidation.




(d)  Outstanding
      Options -- Certain Other Transactions .
      In the
      event of (i) a dissolution or liquidation of the Company, (ii) a sale of all
      or
      substantially all of the Company’s assets, (iii) a merger or consolidation
      involving the Company in which the Company is not the surviving corporation
      or
      (iv) a merger or consolidation involving the Company in which the Company is
      the
      surviving corporation but the holders of shares of Common Stock receive
      securities of another corporation and/or other property, including cash, the
      Committee shall, in its absolute discretion, have the power to:




(A)  cancel,
      effective immediately prior to the occurrence of such event, each option
      outstanding immediately prior to such event (whether or not then exercisable),
      and, in full consideration of such cancellation, pay to the grantee to whom
      such
      option was granted an amount in cash, for each share of Common Stock subject
      to
      such option equal to the excess of (x) the value, as determined by the Committee
      in its absolute discretion, of the property (including cash) received by the
      holder of a share of Common Stock as a result of such event over (y) the
      exercise price of such option; or




(B)  provide
      for the exchange of each option outstanding immediately prior to such event
      (whether or not then exercisable) for an option on some or all of the property
      which a holder of the number of shares of Common Stock subject to such option
      would have received and, incident thereto, make an equitable adjustment as
      determined by the Committee in its absolute discretion in the exercise price
      of
      the option, or the number of shares or amount of property subject to the option
      or, if appropriate, provide for a cash payment to the grantee to whom such
      option was granted in partial consideration for the exchange of the
      option.




(e)  Outstanding
      Options -- Other Changes .
      In the
      event of any change in the capitalization of the Company or a corporate change
      other than those specifically referred to in Sections 3.5(b), (c) or (d) hereof,
      the Committee may, in its absolute discretion, make such adjustments in the
      number and class of shares subject to options outstanding on the date on which
      such change occurs and in the per-share exercise price of each such option
      as
      the Committee may consider appropriate to prevent dilution or enlargement of
      rights. In addition, if and to the extent the Committee determines it is
      appropriate, the Committee may elect to cancel each option outstanding
      immediately prior to such event (whether or not then exercisable), and, in
      full
      consideration of such cancellation, pay to the grantee to whom such option
      was
      granted an amount in cash, for each share of Common Stock subject to such option
      equal to the excess of (i) the Fair Market Value of Common Stock on the date
      of
      such cancellation over (ii) the exercise price of such option.




(f)  No
      Other Rights .
      Except
      as expressly provided in the Plan, no grantee shall have any rights by reason
      of
      any subdivision or consolidation of shares of stock of any class, the payment
      of
      any dividend, any increase or decrease in the number of shares of stock of
      any
      class or any dissolution, liquidation, merger or consolidation of the Company
      or
      any other corporation. Except as expressly provided in the Plan, 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 of shares of Common Stock subject
      to
      an award or the exercise price of any option.




**3.6**  ***Limitations
      Imposed by Section 162(m)***




Notwithstanding
      any other provision hereunder, if and to the extent that the Committee
      determines the Company’s federal tax deduction in respect of an award may be
      limited as a result of section 162(m) of the Code, the Committee may take the
      following actions: The Committee may delay the exercise of such options and,
      in
      lieu of such exercise, the Committee shall credit the Fair Market Value of
      the
      Common Stock that would be payable to the grantee upon such exercise to a book
      account. The Committee may credit additional amounts to such book account as
      it
      may determine in its sole discretion. The amounts credited to any such book
      account shall be paid to the grantee on the date that is six months after the
      grantee’s termination of employment. Any book account created hereunder shall
      represent only an unfunded, unsecured promise by the Company to pay the amount
      credited thereto to the grantee in the future. The amount credited to any such
      book account shall not be transferable by the grantee other than by will or
      laws
      of descent and distribution




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**3.7**  ***Right
      of Discharge Reserved***




Nothing
      in the Plan or in any Option Certificate shall confer upon any grantee the
      right
      to continue employment with the Company or a subsidiary of the Company or affect
      any right which the Company or a subsidiary of the Company may have to terminate
      such employment.




**3.8**  ***Nature
      of Payments***




(a)  Consideration
      for Services Performed .
      Any and
      all grants of awards and issuances of shares of Common Stock under the Plan
      shall be in consideration of services performed for the Company by the
      grantee.




(b)  Not
      Taken into Account for Benefits .
      All
      such grants and issuances shall constitute a special incentive payment to the
      grantee and shall not be taken into account in computing the amount of salary
      or
      compensation of the grantee for the purpose of determining any benefits under
      any pension, retirement, profit-sharing, bonus, life insurance or other benefit
      plan of the Company or under any agreement between the Company and the grantee,
      unless such plan or agreement specifically otherwise provides.




**3.9**  ***Non-Uniform
      Determinations***




The
      Committee’s determinations under the Plan need not be uniform and may be made by
      it selectively among persons who receive, or who are eligible to receive, awards
      under the Plan (whether or not such persons are similarly situated). Without
      limiting the generality of the foregoing, the Committee shall be entitled,
      among
      other things, to make non-uniform and selective determinations, and to enter
      into non-uniform and selective Option Certificates, as to (a) the persons to
      receive awards under the Plan, (b) the terms and provisions of awards under
      the
      Plan, and (c) the treatment of leaves of absence pursuant to Section
      1.6(c).




**3.10**  ***Other
      Payments or Awards***




Nothing
      contained in the Plan shall be deemed in any way to limit or restrict the
      Company from making any award or payment to any person under any other plan,
      arrangement or understanding, whether now existing or hereafter in
      effect.




**3.11**  ***Headings***




Any
      section, subsection, paragraph or other subdivision headings contained herein
      are for the purpose of convenience only and are not intended to expand, limit
      or
      otherwise define the contents of such subdivisions.




**3.12**  ***Effective
      Date and Term of Plan***




(a)  Adoption;
      Shareholder Approval .
      The
      Plan was adopted by the Board as of July 29, 2005, subject to approval by the
      Company’s shareholders. All awards under the Plan prior to such shareholder
      approval are subject in their entirety to such approval. If such approval is
      not
      obtained prior to the first anniversary of the date of adoption of the Plan,
      the
      Plan and all awards thereunder shall terminate on that date.




(b)  Termination
      of Plan .
      Unless
      sooner terminated by the Board or pursuant to paragraph (a) above, the Plan
      shall terminate on the tenth anniversary of the adoption of the Plan by the
      Board, and no such options shall thereafter be granted under the Plan. All
      options granted under the Plan prior to the termination of the Plan shall remain
      in effect until such options have been satisfied or terminated in accordance
      with the terms and provisions of the Plan and the applicable Option
      Certificates.




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**3.13**  ***Restriction
      on Issuance of Stock Pursuant to Awards***




The
      Company shall not permit any shares of Common Stock to be issued pursuant to
      Awards granted under the Plan unless such shares of Common Stock are fully
      paid
      and non-assessable, within the meaning of the New York Business Corporation
      Law.




***3.14***  ***Deferred*** ** ***Compensation***




The
      Plan
      is intended to comply with the requirements of Section 409A of the Code so
      as
      not to be subject to tax under Section 409A, and shall be interpreted
      accordingly. After final guidance is issued by the Internal Revenue Service
      with
      respect to Section 409A, the Board will amend the Plan as necessary to ensure
      compliance with Section 409A.




**3.15**  ***Governing
      Law***




Except
      to
      the extent preempted by any applicable federal law, the Plan will be construed
      and administered in accordance with the laws of the State of New York, without
      giving effect to principles of conflict of laws.





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