EXHIBIT 10.01

                          AMENDED AND RESTATED
         GENERAL EMPLOYMENT ENTERPRISES, INC. 1997 STOCK OPTION PLAN


Section 1.  Purpose.

     The purpose of the Amended and Restated General Employment Enterprises,
Inc. 1997 Stock Option Plan (the "Plan") is to benefit General Employment
Enterprises, Inc.  (the "Company") and its Subsidiaries (as defined in
Section 2) by recognizing the contributions made to the Company by officers
and other key employees (including members of the Board of Directors of the
Company ("the Directors") who are also employees) of the Company and its
Subsidiaries, to provide such persons with additional incentive to devote
themselves to the future success of the Company, and to improve the ability
of the Company to attract, retain and motivate individuals, by providing such
persons with a favorable opportunity to acquire or increase their proprietary
interest in the Company.  In addition, the Plan is intended as an additional
incentive to members of the Board of Directors of the Company who are not
employees of the Company ("Non-Employee Directors") to serve on the Board of
Directors of the Company (the "Board") and to devote themselves to the future
success of the Company by providing them with a favorable opportunity to
acquire or increase their proprietary interest in the Company through receipt
of options to acquire common stock of the Company.

     The Company may grant stock options that constitute "incentive stock
options" ("ISOs") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or stock options that do not constitute
ISOs ("NSOs") (ISOs and NSOs being hereinafter collectively referred to as
"Options").

Section 2.  Eligibility.

     Non-Employee Directors shall participate in the Plan only in accordance
with the provisions of Section 5.2 of the Plan.  The Committee (as defined in
Section 3) shall initially, and from time to time thereafter, select those
officers and other key employees (including Directors of the Company who are
also employees) (collectively referred to herein as "Key Employees") of the
Company or any other entity of which the Company is the direct or indirect
beneficial owner of not less than fifty percent (50%) of all issued and
outstanding equity interests ("Subsidiaries"), to participate in the Plan on
the basis of the special importance of their services in the management,
development and operations of the Company or its Subsidiaries (each such Key
Employee receiving Options granted under the Plan is referred to herein as an
"Optionee").  The determination of whether an individual is an employee shall
be made at the time of grant in accordance with Code Section 3401(c) and the
regulations thereunder.

Section 3.  Administration.

     3.1  The Committee.  The Plan shall be administered by the Compensation
and Stock Option Committee (the "Committee") of the Board of Directors of the
Company (the "Board").  The Committee shall be comprised of two (2) or more
members of the Board who are "non-employee directors" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934.



     3.2  Authority of the Committee.  No person, other than members of the
Committee, shall have any authority concerning decisions regarding the Plan.
Notwithstanding the foregoing, the Committee may delegate its nondecision
making authority, hereunder, and the person or persons to whom such authority
is delegated may in turn make subsequent delegations.  Subject to the express
provisions of this Plan, the Committee shall have sole discretion concerning
matters relating to the Plan and Options granted hereunder.  The Committee,
in its sole discretion, shall determine the Key Employees of the Company and
its Subsidiaries to whom, and the time or times at which Options will be
granted, the number of shares to be subject to each Option, the expiration
date of each Option, the time or times within which the Option may be
exercised, the cancellation of the Option (with the consent of the holder
thereof) and the other terms and conditions of the grant of the Option.  The
terms and conditions of the Options need not be the same with respect to each
Optionee or with respect to each Option.

     The Committee may, subject to the provisions of the Plan, establish such
rules and regulations as it deems necessary or advisable for the proper
administration of the Plan, and may make determinations and may take such
other action in connection with or in relation to the Plan as it deems
necessary or advisable.  Notwithstanding the foregoing, (i) with respect to
any Option intended to be an ISO, the Plan, and the Option Agreement
evidencing said ISO, shall be construed in a manner consistent with Code
Section 422 and the regulations thereunder, and (ii) the Plan and any Option
Agreement shall be construed in a manner consistent with Code Section 409A.
Each determination or other action made or taken pursuant to the Plan,
including interpretation of the Plan and the specific terms and conditions of
the Options granted hereunder by the Committee as evidenced in an Option
Agreement, shall be final and conclusive for all purposes and upon all
persons including, but without limitation, the Company, its Subsidiaries, the
Committee, the Board, officers and the affected employees of the Company
and/or its Subsidiaries and their respective successors in interest.

     No member of the Committee shall, in the absence of bad faith, be liable
for any act or omission with respect to service on the Committee.  Service on
the Committee shall constitute service as a Director of the Company so that
members of the Committee shall be entitled to indemnification pursuant to the
Company's Certificate of Incorporation and By-Laws.


Section 4.  Shares of Common Stock Subject to Plan.

     4.1  The total number of shares of common stock, no par value, of the
Company (the "Common Stock"), that are available for issuances under the Plan
may be issued and sold under the Plan within the Applicable Period (as defined
below) shall be 160,456.  For purposes of the preceding sentence, Applicable
Period shall be the ten-year period commencing on February 26, 2007 and
ending on February 26, 2017.  The aforementioned total number of shares of
Common Stock shall be adjusted in accordance with the provisions of Section
4.2 hereof.  Notwithstanding the foregoing, the total number of shares of
Common Stock that may be subject to ISOs under the Plan shall be 160,456
shares of Common Stock, adjusted in accordance with the provisions of Section
4.2 hereof.  Any shares of Common Stock subject to issuance upon exercise of
Options under the Plan or the General Employment Enterprises, Inc. 1997 Stock
Option Plan but which are not issued because of a surrender (other than
pursuant to Sections 7.2 or 7.3 of the Plan), forfeiture, expiration,
termination or cancellation of any such Option, to the extent consistent with
applicable law, rules and regulations, shall once again be available for
issuance

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pursuant to subsequent Options.  The maximum number of Options that
may be granted during a calendar year to any one person is 160,456.

     4.2  The number of shares of Common Stock subject to the Plan and to
Options granted under the Plan shall be adjusted as follows: (a) in the event
that the number of outstanding shares of Common Stock is changed by any stock
dividend, stock split or combination of shares, the number of shares subject
to the Plan and to Options previously granted thereunder shall be
proportionately adjusted; (b) in the event of any merger, consolidation or
reorganization of the Company with any other corporation or corporations,
there shall be substituted on an equitable basis as determined by the Board,
in its sole discretion, for each share of Common Stock then subject to the
Plan and for each share of Common Stock then subject to an Option granted
under the Plan, the number and kind of shares of stock, other securities,
cash or other property to which the holders of Common Stock of the Company
are entitled pursuant to the transaction; and (c) in the event of any other
change in the capitalization of the Company, the Committee, in its sole
discretion, shall provide for an equitable adjustment in the number of shares
of Common Stock then subject to the Plan and to each share of Common Stock
then subject to an Option granted under the Plan.  In the event of any such
adjustment, the exercise price per share shall be proportionately adjusted.

Section 5.  Grants of Options.

     5.1  Grants of Options to Key Employees.  Subject to the terms of the
Plan, the Committee may from time to time grant Options, which may be ISOs or
NSOs, to Key Employees of the Company or any of its Subsidiaries.  Unless
otherwise expressly provided at the time of the grant, Options granted under
the Plan to Key Employees will be ISOs.  An Option shall be considered granted
when the Company completes the corporate action constituting an offer of stock
for sale provided, however, that notwithstanding the foregoing, corporate
action shall not be considered complete until the date on which the maximum
number of shares that can be purchased and the minimum Exercise Price are
fixed and determined.

     5.2  Grants of Options to Non-Employee Directors.  All grants of Options
to Non-Employee Directors shall be automatic and non-discretionary.  Each
individual who is a Non-Employee Director on the effective date of the Plan
shall be granted automatically a NSO to purchase 15,000 shares of Common
Stock on the effective date of the Plan. Each individual who becomes a Non-
Employee Director (other than a Non-Employee Director who was previously an
employee Director) after the effective date of the Plan shall be granted
automatically a NSO to purchase 15,000 shares of Common Stock on the date he
or she becomes a Non-Employee Director.

     5.3  Option Agreement.  Each Option shall be evidenced by a written
Option Agreement (in paper or electronic format) specifying the type of
Option granted, the Option exercise price, the terms for payment of the
exercise price, the expiration date of the Option, the number of shares of
Common Stock to be subject to each Option and such other terms and conditions
established by the Committee, in its sole discretion, not inconsistent with
the Plan.  In the event of any inconsistency between the terms of the Plan
and the terms of the Option Agreement, the terms of the Plan shall govern.

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     5.4  Expiration.  Except to the extent otherwise provided in or pursuant
to Section 6, each Option shall expire, and all rights to purchase shares of
Common Stock shall expire, on the tenth anniversary of the date on which the
Option was granted.

     5.5  Exercise Period.  Except to the extent otherwise provided in or
pursuant to Section 6, or in the proviso to this sentence, Options shall
become exercisable pursuant to the following schedule: with respect to
one-fifth of the total number of shares of Common Stock subject to Option on
the date twelve months after the date of its grant and with respect to an
additional one-fifth of the total number of shares of Common Stock subject to
the Option at the end of each twelve-month period thereafter during the
succeeding four years; provided, however, that the Committee, in its sole
discretion, shall have the authority to shorten or lengthen the exercise
schedule with respect to any or all Options, or any part thereof, granted
under the Plan.

     5.6  Required Terms and Conditions of ISOs.  Each ISO granted to a Key
Employee shall be in such form and subject to such restrictions and other
terms and conditions as the Committee may determine, in its sole discretion,
at the time of grant, subject to the general provisions of the Plan, the
applicable Option Agreement, and the following specific rules:

          (a)  Except as provided in Section 5.6(d), the per share exercise
     price of each ISO shall be the Fair Market Value of the shares of Common
     Stock on the date such ISO is granted.  For all purposes hereunder, Fair
     Market Value shall be the price at which one share of Common Stock is
     last sold in the principal United States market for such stock as of the
     grant date.

          (b)  The aggregate Fair Market Value (determined with respect to
     each ISO at the time such Option is granted) of the shares of Common
     Stock with respect to which ISOs are exercisable for the first time by
     an individual during any calendar year (under all incentive stock option
     plans of the Company and its parent and subsidiary corporations) shall
     not exceed $100,000.  For purposes of this section, an Option is
     considered to be first exercisable during a calendar year if the Option
     will become exercisable at any time during the year, assuming that any
     condition on the Optionee's ability to exercise the Option related to the
     performance of services is satisfied.  If the Optionee's ability to
     exercise the Option in the year is subject to an acceleration provision,
     then the Option is considered first exercisable in the calendar year in
     which the acceleration provision is triggered.  If the aggregate Fair
     Market Value (determined at the time of grant) of the Common Stock
     subject to an Option that first becomes exercisable in any calendar year
     exceeds the limitation of this Section 5.6(b), much of the Option that
     does not exceed the applicable dollar limit shall be an ISO and the
     remainder shall be a NSO; but in all other respects, the original Option
     Agreement shall remain in full force and effect.

          (c)  As used in this Section 5, the words "parent" and "subsidiary"
     shall have the meanings given to them in Section 424(e) and 424(f) of the
     Code.

          (d)  Notwithstanding anything herein to the contrary, if an ISO is
     granted to an individual who owns, after application of the stock
     attribution rules of Department of Treasury Regulation section 1.424-1(a),
     stock possessing more than ten percent (10%) of the total combined
     voting power of all classes of stock of the Company or of its parent or

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     subsidiary corporations, within the meaning of Section 422(b)(6) of the
     Code: (i) the purchase price of each share of Common Stock subject to the
     ISO shall be not less than one hundred ten percent (110%) of the Fair
     Market Value of the Common Stock on the date the ISO is granted; and
     (ii) the ISO shall expire and all rights to purchase shares thereunder
     shall cease no later than the fifth anniversary of the date the ISO was
     granted.  For purposes of this paragraph: (i) shares of Common Stock that
     the Optionee may purchase under existing Options are not treated
     as shares owned by the Optionee; and (ii) the combined voting power of
     all shares of the Company actually owned and outstanding immediately
     before the grant of the Option does not include the voting power of
     treasury shares or shares of Common Stock authorized for issue under
     outstanding Options held by the Optionee or any other person.

          (e)  No ISOs may be granted under the Plan after February 26, 2017.

          (f)  An inadvertent modification of an ISO shall not be treated as a
     modification to the extent the modification is reversed by the earlier of
     the date the Option is exercised or the last day of the calendar year
     during which such change occurred.

     5.7  Required Terms and Conditions of NSOs.  Each NSO granted shall be in
such form and subject to such restrictions and other terms and conditions as
the Committee may determine, in its sole discretion, at the time of grant,
subject to the general provisions of the Plan, the applicable Option
Agreement, and the following specific rule: in no event may the exercise
price be less than the Fair Market Value of the shares of Common Stock subject
to such NSO.

Section 6.  Effect of Termination.

     6.1  Key Employee Termination Generally.  Except as provided in Sections
6.2, 6.3 and 11, or by the Committee in its sole discretion, any Option shall
terminate on the date of the Key Employee's termination of employment with the
Company and its Subsidiaries: (i) for Good Cause (as defined in the Option
Agreement); or (ii) voluntarily, for any other reason other than retirement,
death, or disability.  A Key Employee's transfer of employment from the
Company to a Subsidiary, or from a Subsidiary to the Company, or from a
Subsidiary to another Subsidiary, shall not constitute a termination of
employment for purposes of the Plan.  Options granted under the Plan shall not
be affected by any change of duties in connection with the employment of the
Key Employee or by military leave, sick leave, or other bona fide leave of
absence (such as temporary employment by the government) if the period of
such leave does not exceed three months or, if longer, so long as the
Optionee's right to employment with the Company or a Subsidiary is provided
either by statute or by contract.  If the period of leave exceeds three
months, and the Optionee's right to reemployment is not provided by either
statute or contract, the Optionee's employment relationship is deemed to
terminate on the first day immediately following such three-month period.

     6.2  Death and Disability.  In the event of an Optionee's death or
Disability (as defined below) during employment or service with the
Company or any of its Subsidiaries, all Options held by the Optionee
shall become fully exercisable on such date of death or Disability.  Each
of the Options held by such an Optionee shall expire on the earlier of:
(a) the first anniversary of the date of the Optionee's death or
Disability; and (b) the date that such Option expires in accordance

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with its terms.  For purposes of this Section 6.2, "Disability" shall mean
the inability of an individual to engage in any substantial gainful
activity by reason of any medical determinable physical or mental impairment
which is expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than twelve (12) months.  The
Committee, in its sole discretion, shall determine the date of any Disability.

     6.3  Retirement of Key Employees.  In the event the employment of a Key
Employee with the Company and/or its Subsidiaries shall be terminated by
reason of Employee Retirement, all Options held by the Key Employee shall
become fully exercisable.  Each of the Options held by such a Key Employee
shall expire on the earlier of: (i) the first anniversary of the date of the
Employee Retirement; and (ii) the date that such Option expires in accordance
with its terms.  For purposes of this Section 6.3, "Employee Retirement"
shall mean retirement of a Key Employee after attaining age 55.  In the event
the employment of a Key Employee with the Company and/or its Subsidiaries
shall be terminated by reason of a retirement that is not an Employee
Retirement as herein defined, the Committee may, in its sole discretion,
determine that the exercisability and exercise periods set forth in this
Section 6.3 shall be applicable to Options held by such Key Employee.
Notwithstanding the foregoing, in the event the employment of a Key Employee
who is also a Director of the Company is terminated by reason of Employee
Retirement, all Options held by the Key Employee shall become fully
exercisable, but each of the Options held by such a Key Employee shall expire
on the earlier of: (i) the first anniversary of the date of the Key
Employee's termination of service on the Board for any reason; and (ii) the
date that such Option expires in accordance with its terms.

     6.4  Retirement of Non-Employee Directors.  In the event the service of a
Non-Employee Director on the Board shall be terminated by reason of the
retirement of such Non-Employee Director of the Company in accordance with
the Company's retirement policy for Directors, any Option or Options granted
to such Non-Employee Director shall continue to vest and remain exercisable
pursuant to Section 5, in the same manner and to the same extent as if such
Director had continued his or her service on the Board during such period.

Section 7.  Exercise of Options.

     7.1  Notice.  A person entitled to exercise an Option may do so by
delivery of a written notice to that effect specifying the number of shares
of Common Stock with respect to which the Option is being exercised and any
other information the Committee may prescribe.  The notice shall be
accompanied by payment as described in Section 7.2.  The notice of exercise
shall be accompanied by the Optionee's copy of the writing or writings
evidencing the grant of the Option.  All notices or requests provided for
herein shall be delivered to the Secretary of the Company.

     7.2  Exercise Price.  Except as otherwise provided in the Plan or in any
Option Agreement, the Optionee shall pay the purchase price of the shares of
Common Stock upon exercise of any Option: (a) in cash; (b) in cash received
from a broker-dealer to whom the Optionee has submitted an exercise notice
consisting of a fully endorsed Option (however, in the case of an Optionee
subject to Section 16 of the 1934 Act, this payment option shall only be
available to the extent such insider complies with Regulation T issued by the
Federal Reserve Board); (c) by delivering shares of Common Stock having an
aggregate Fair Market Value on the date of exercise equal to the Option
exercise price; (d) by directing the Company to withhold

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such number of shares of Common Stock otherwise issuable upon exercise of such
Option having an aggregate Fair Market Value on the date of exercise equal to
the Option exercise price; (e) in the case of a Key Employee, by such other
medium of payment as the Committee, in its discretion, shall authorize at the
time of grant; or (f) by any combination of (a), (b), (c), (d) and (e).  In
the case of an election pursuant to (a) or (b) above, cash shall mean cash or
a check issued by a federally insured bank or savings and loan, and made
payable to the Company.  In the case of payment pursuant to (b), (c) or (d)
above, the Optionee's election must be made on or prior to the date of
exercise and shall be irrevocable.  In lieu of a separate election governing
each exercise of an Option, an Optionee may file a blanket election with the
Committee which shall govern all future exercises of Options until revoked by
the Optionee.  The Company shall issue, in the name of the Optionee, stock
certificates representing the total number of shares of Common Stock issuable
pursuant to the exercise of any Option as soon as reasonably practicable
after such exercise, provided that any shares of Common Stock purchased by an
Optionee through a broker-dealer pursuant to clause (b) above shall be
delivered to such broker-dealer in accordance with 12 C.F.R section
220.3(e)(4) or other applicable provision of law.

     7.3  Taxes Generally.  At the time of the exercise of any Option, as a
condition of the exercise of such Option, the Company may require the
Optionee to pay the Company an amount equal to the amount of the tax the
Company or any Subsidiary may be required to withhold to obtain a deduction
for federal and state income tax purposes as a result of the exercise of such
Option by the Optionee or to comply with applicable law.

     7.4  Payment of Taxes.  At any time when an Optionee is required to pay
an amount required to be withheld under applicable income tax or other laws
in connection with the exercise of an Option, the Optionee may satisfy this
obligation in whole or in part by: (a) directing the Company to withhold such
number of shares of Common Stock otherwise issuable upon exercise of such
Option having an aggregate Fair Market Value on the date of exercise equal to
the amount of tax required to be withheld; or (b) delivering shares of Common
Stock of the Company having an aggregate Fair Market Value equal to the
amount required to be withheld.  In the case of payment of taxes pursuant to
(a) or (b) above, the Optionee's election must be made on or prior to the
date of exercise and shall be irrevocable.  The Committee may disapprove any
election or delivery or may suspend or terminate the right to make elections
or deliveries.  In lieu of a separate election governing each exercise of an
Option, an Optionee may file a blanket election with the Committee which
shall govern all future exercises of Options until revoked by the Optionee.

     7.5  Attestation.  Wherever in this Plan or any Option Agreement an
Optionee is permitted to pay the Exercise Price of an Option or taxes relating
to the exercise of an Option by delivering shares of Common Stock, the
Optionee may, subject to procedures satisfactory to the Committee, satisfy
such delivery requirements by presenting proof of beneficial ownership of such
shares in which case the Company shall treat the Option as exercised without
further payment and shall not withhold such number of shares of Common Stock
from the Shares acquired by the exercise of the Option, as appropriate.

Section 8.  Transferability of Options.

     No Option granted pursuant to the Plan shall be transferable otherwise
than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined

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by the Code.  However, if an ISO is transferred incident to a divorce (within
the meaning of Code Section 1041) or pursuant to a qualified domestic relations
order (within the meaning of Code Section 414(p)), it shall cease to qualify
as an ISO.  Notwithstanding the second preceding sentence, an Optionee, at
any time prior to his death, may assign all or any portion of an Option
granted to him (other than an ISO) to (i) his spouse or lineal descendant,
(ii) the trustee of a trust for the primary benefit of his spouse or lineal
descendant, (iii) a partnership of which his spouse and lineal descendants are
the only partners, or (iv) a tax exempt organization as described in Code
Section 501 (c)(3).  In such event, the spouse, lineal descendant, trustee,
partnership or tax exempt organization will be entitled to all of the rights
of the Optionee with respect to the assigned portion of such Option, and such
portion of the Option will continue to be subject to all of the terms,
conditions and restrictions applicable to the Option, as set forth herein and
in the related Option Agreement immediately prior to the effective date of the
assignment.  Any such assignment will be permitted only if: (i) the Optionee
does not receive any consideration therefore; and (ii) the assignment is
expressly permitted by the applicable Option Agreement as approved by the
Committee.  Any such assignment shall be evidenced by an appropriate written
document executed by the Optionee, and a copy thereof shall be delivered to
the Company on or prior to the effective date of the assignment.  In addition,
the transfer of an ISO to a trust shall not disqualify the ISO if, under Code
Section 671 and applicable state law, the individual is considered to be the
sole beneficial owner of the Option while it is held in trust.

Section 9.  Rights as Shareholder.

     An Optionee or a transferee of an Optionee pursuant to Section 8 shall
have no rights as a shareholder with respect to any Common Stock covered by an
Option or receivable upon the exercise of an Option until the Optionee or
transferee shall have become the holder of record of such Common Stock, and
no adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect to such Common Stock for which the record
date is prior to the date on which the Optionee shall have in fact become the
holder of record of the shares of Common Stock acquired pursuant to the
Option.

Section 10.  Change in Control.

     10.1  Effect of Change in Control.  Notwithstanding any of the provisions
of the Plan or any Option Agreement evidencing Options granted hereunder, upon
a Change in Control of the Company (as defined in Section 10.2) all
outstanding Options shall become fully exercisable and all restrictions
thereon shall terminate in order that Optionees may fully realize the benefits
thereunder.  Further, in addition to the Committee's authority set forth in
Section 3, the Committee, as constituted before such Change in Control, is
authorized, and has sole discretion, as to any Option, either at the time such
Option is granted hereunder or any time thereafter, to take any one or more of
the following actions: (a) provide for the purchase of any such Option, upon
the Optionee's request, for an amount of cash equal to the difference between
the exercise price and the then Fair Market Value of the Common Stock covered
thereby had such Option been currently exercisable; (b) make such adjustment
to any such Option then outstanding as the Committee deems appropriate to
reflect such Change in Control; and (c) cause any such Option then
outstanding to be assumed, by the acquiring or surviving corporation, after
such Change in Control.

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     10.2  Definition of Change in Control.  A "Change in Control" of the
Company is deemed to occur upon:

           (a)  The receipt by the Company of a Schedule 13D or other statement
     filed under Section 13(d) of the 1934 Act, indicating that any entity,
     person, or group has acquired beneficial ownership, as that term is
     defined in Rule 13d-3 under the 1934 Act, of more than 30% of the
     outstanding capital stock of the Company entitled to vote for the
     election of directors ("voting stock");

           (b)  The commencement by an entity, person, or group (other than the
     Company or a Subsidiary) of a tender offer or an exchange offer for more
     than 20% of the outstanding voting stock of the Company;

           (c)  The effective time of: (i) a merger or consolidation of the
     Company with one or more other corporations as a result of which the
     holders of the outstanding voting stock of the Company immediately prior
     to such merger or consolidation hold less than 80% of the voting stock of
     the surviving or resulting corporation; or (ii) a transfer of
     substantially all of the property of the Company other than to an entity
     of which the Company owns at least 80% of the voting stock; or

           (d)  The election to the Board, without the recommendation or
     approval of the incumbent Board, of the lesser of: (i) three directors;
     or (ii) directors constituting a majority of the number of directors of
     the Company then in office.

Section 11.  Postponement of Exercise.

     The Committee may postpone any exercise of an Option for such time as the
Committee in its sole discretion may deem necessary in order to permit the
Company: (a) to effect, amend or maintain any necessary registration of the
Plan or the shares of Common Stock issuable upon the exercise of an Option
under the Securities Act of 1933, as amended, or the securities laws of any
applicable jurisdiction; (b) to permit any action to be taken in order to (i)
list such shares of Common Stock on a stock exchange if shares of Common
Stock are then listed on such exchange or (ii) comply with restrictions or
regulations incident to the maintenance of a public market for its shares of
Common Stock, including any rules or regulations of any stock exchange on
which the shares of Common Stock are listed; or (c) to determine that such
shares of Common Stock and the Plan are exempt from such registration or that
no action of the kind referred to in (b)(ii) above needs to be taken; and the
Company shall not be obligated by virtue of any terms and conditions of any
Option or any provision of the Plan to recognize the exercise of an Option or
to sell or issue shares of Common Stock in violation of the Securities Act of
1933 or the law of any government having jurisdiction thereof.  Any such
postponement shall not extend the term of an Option and neither the Company
nor its directors or officers shall have any obligation or liability to an
Optionee, to the Optionee's successor or to any other person with respect to
any shares of Common Stock as to which the Option shall lapse because of such
postponement.

Section 12.  Termination or Amendment of Plan.

     The Board or the Committee may terminate, suspend, or amend the Plan, in
whole or in part, from time to time, without the approval of the shareholders
of the Company to the extent allowed by law, provided, however, that a
modification of the maximum aggregate shares of

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Company Stock that may be issued under the Plan as set forth in Section 4.1 or
the class of employees eligible to receive them as set forth in Section 2
shall require shareholder approval.

     The Committee may correct any defect or supply an omission or reconcile
any inconsistency in the Plan or in any Option granted hereunder in the manner
and to the extent it shall deem desirable, in its sole discretion, to
effectuate the Plan.

     No amendment or termination of the Plan shall in any manner affect any
Option theretofore granted without the consent of the Optionee, except that
the Committee may amend the Plan in a manner that does affect Options
theretofore granted upon a finding by the Committee that such amendment is in
the best interest of holders of outstanding Options affected thereby.

     Without limiting the generality of the foregoing, to the extent
applicable, notwithstanding anything herein to the contrary, the Plan and
Options issued hereunder shall be interpreted in accordance with Code Section
409A and Department of Treasury Regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or
guidance that may be issued after the Effective Date (as defined in Section
13).  Notwithstanding any provision of the Plan to the contrary, in the event
that the Committee determines that any amounts payable hereunder will be
taxed to an Optionee under Code Section 409A and related Department of
Treasury guidance, prior to payment to such Optionee of such amount, the
Company may (a) adopt such amendments to the Plan and Option Agreement and
appropriate policies and procedures, including amendments and policies with
retroactive effect, that the Committee determines necessary or appropriate to
preserve the intended tax treatment of the benefits provided by the Plan and
Option Agreement hereunder and (b) take such other actions as the Committee
deems necessary or appropriate to avoid the imposition of an additional tax
under Code Section 409A.

Section 13.  Effective Date.

     The Plan has been adopted and authorized by the Board of Directors for
submission to the shareholders of the Company.  If the Plan as amended and
restated is approved by the affirmative vote of a majority of the shares of
the voting stock entitled to be voted by the holders of stock represented at
a duly held shareholders' meeting, it shall be deemed to have become
effective as of such date, February 26, 2007 (the "Effective Date").  The
Committee may award Options under the Plan at any time after the Effective
Date and before the termination of the Plan.  The Plan will terminate upon the
earliest of (i) the tenth anniversary of the Effective Date, or (ii) the date
on which the Board terminates the Plan in accordance with Section 12;
provided, however, that upon Plan termination, all Options outstanding under
the Plan will continue to have full force and effect in accordance with the
terms of the Option Agreement evidencing such Option.


Section 14.  Reporting and Disclosure of ISO.

     By January 31 of the year following the year an Optionee exercises an ISO
(unless (i) January 31 falls on a Saturday, Sunday, or legal holiday, in
which case the date will be adjusted in accordance with Code Section 7503 and
the regulations thereunder or (ii) an extension of time for good cause is
shown pursuant to Treasury Regulation Section 1.6039-1(a)(2)), an Optionee

                               Page 10 of 12



exercising an ISO shall be provided with a statement pursuant to Code Section
6039.  The statement shall include the following information:

     (i)     the name, address, and EIN of the Company;

     (ii)    the name, address, and identifying number of the Optionee;

     (iii)   the date the ISO was granted;

     (iv)    the date the shares of Common Stock were transferred to the
             Optionee;

     (v)     the fair market value of the shares of Common Stock at the time
             the ISO is exercised;

     (vi)    the number of shares of Common Stock transferred pursuant to the
             ISO;

     (vii)   the type of option under which the shares of Common Stock were
             acquired; and

     (viii)  the total cost of all of the shares of Common Stock.

     If the Company provides this statement by mail, it will be deemed to be
furnished to an Optionee if it is mailed to his/her last known address.  With
the written consent of the Optionee the statement described in this paragraph
can be furnished electronically rather than in a paper format.

The Company shall identify any share of the Common Stock acquired through the
exercise of an ISO in a manner sufficient to enable the accurate reporting of
the transfer of record title of such shares.  Such identification may be
accomplished by assigning to the certificates of stock issued pursuant to such
Option a special serial number or color.

Section 15.  Beneficiary Designation.

     Each Optionee may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively and who need not
be a natural person) to whom any benefit under the Plan is to be paid in case
the Optionee should die before receiving any or all of his or her Plan
benefits.  Each beneficiary designation, which will become effective upon
receipt by the Committee, will revoke all prior designations by the same
Optionee, must be in a form prescribed by the Committee, and must be made
during the Optionee's  lifetime.  If the Optionee's designated beneficiary
predeceases the Optionee or no beneficiary has been designated, benefits
remaining unpaid at the Optionee's death will be paid to the Optionee's estate
or other entity described in the Optionee's Option Agreement in a manner
consistent with Code Section 2518.

     In the event of any conflict between a designation of beneficiary
hereunder and a designation under an Optionee's will, the designation
hereunder shall prevail.  A designated beneficiary may disclaim any Options
hereunder.

Section 16.  409A Compliance.

     Notwithstanding any other provisions of this Plan or any Option Agreement
hereunder, no Option shall be granted, deferred, accelerated, extended, paid
out or modified under this Plan in a manner that would result in the
imposition of an additional tax under Code Section 409A

                               Page 11 of 12



upon an Optionee.  In the event it is reasonably determined by the Committee
that, as a result of Code Section 409A, payment in respect of any Option under
the Plan may not be made at the time contemplated by the terms of the Plan or
the relevant Option Agreement, as the case may be, without causing the
Optionee holding such award to be subject to taxation under Code Section 409A,
the Company will make such payment on the first day that would not result in
the Optionee incurring any tax liability under Code Section 409A.

                               Page 12 of 12