Southfield
Energy Corporation

    


    2010
STOCK PLAN FOR DIRECTORS, OFFICERS AND CONSULTANTS

    


    


    SECTION
1.  PURPOSE OF THE PLAN.  

    


    The
purpose of the 2010 Directors, Officers and Consultants Stock Option, Stock
Warrant and Stock Award Plan ("Plan") is to enhance the ability of the Company,
a Nevada corporation (the "Company") to attract and retain highly qualified and
experienced directors, employees and consultants and to give such directors,
employees and consultants a continued proprietary interest in the success of the
Company.  In addition the Plan is intended to encourage ownership of common
stock of the Company by the directors, employees and consultants of the Company
and its Affiliates (as defined below) and to provide increased incentive for
such persons to render services and to exert maximum effort for the success of
the Company's business.  

    


    The Plan
provides eligible employees and consultants the opportunity to participate in
the enhancement of shareholder value by the grants of warrants, options,
restricted common or convertible preferred stock [if, as and when preferred
stock is authorized by the Company and its shareholders], unrestricted common or
convertible preferred stock and other awards under this Plan and to have their
bonuses and/or consulting fees payable in warrants, restricted common or
convertible preferred stock, unrestricted common or convertible preferred stock
and other awards, or any combination thereof.  

    


    In
addition, the Company expects that the Plan will further strengthen the
identification of the directors, employees and consultants with the
stockholders.  Certain options and warrants to be granted under this Plan
are intended to qualify as Incentive Stock Options ("ISOs") pursuant to Section
422 of the Internal Revenue Code of 1986, as amended ("Code"), while other
options and warrants and preferred stock granted under this Plan will be
nonqualified options or warrants which are not intended to qualify as ISOs
("Nonqualified Options"), either or both as provided in the agreements
evidencing the options or warrants described in Section 5 hereof and shares of
preferred stock. As provided in the designation described in Section 7.
 Employees, consultants and directors who participate or become eligible to
participate in this Plan from time to time are referred to collectively herein
as "Participants".  As used in this Plan, the term "Affiliates" means any
"parent corporation" of the Company and any "subsidiary corporation" of the
Company within the meaning of Code Sections 424(e) and (f),
respectively.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION 2.  ADMINISTRATION OF
THE PLAN.

    


    (a)
Composition of Committee.  The Plan shall be administered by the Board of
Directors of the Company (the "Board") or to a committee of the Board to which
responsibility for the administration of this Plan has been assigned on behalf
of the Board.  When acting in such capacity the Board is herein referred to
as the "Committee," which shall also designate the Chairman of the Committee.
 If the Company is governed by Rule 16b-3 promulgated by the Securities and
Exchange Commission ("Commission") pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act"), no director shall serve as a member of the
Committee unless he or she is a "disinterested person" within the meaning of
such Rule 16b-3.

    


    (b)
Committee Action.  The Committee shall hold its meetings at such times and
places as it may determine.  A majority of its members shall constitute a
quorum, and all determinations of the Committee shall be made by not less than a
majority of its members.  Any decision or determination reduced to writing
and signed by a majority of the members shall be fully as effective as if it had
been made by a majority vote of its members at a meeting duly called and held.
 The Committee may designate the Secretary of the Company or other Company
employees to assist the Committee in the administration of the
Plan,

    and may
grant authority to such persons to execute award agreements or other documents
on behalf of the Committee and the Company.  Any duly constituted committee
of the Board satisfying the qualifications of this Section 2 may be appointed as
the Committee.

    


    (c)
Committee Expenses.  All expenses and liabilities incurred by the Committee
in the administration of the Plan shall be borne by the Company.  The
Committee may employ attorneys, consultants, accountants or other
persons.

    


    SECTION
3.  STOCK RESERVED FOR THE PLAN.  

    


    Subject
to adjustment as provided in Section 5(d)(xiii) hereof, the aggregate number of
shares that may be optioned, subject to conversion or issued under the Plan is
6,000,000 shares of Common Stock, warrants, options, preferred stock or any
combination thereof.  The shares subject to the Plan shall consist of
authorized but unissued shares of Common Stock and such number of shares shall
be and is hereby reserved for sale for such purpose.  Any of such shares
which may remain unsold and which are not subject to issuance upon exercise of
outstanding options or warrants or conversion of outstanding shares of preferred
stock at the termination of the Plan shall cease to be reserved for the purpose
of the Plan, but until termination of the Plan or the termination of the last of
the options or warrants granted under the Plan, whichever last occurs, the
Company shall at all times reserve a sufficient number of shares to meet the
requirements of  the Plan.  Should any option or warrant expire or be
cancelled prior to its exercise in full, the shares theretofore subject to such
option or warrant may again be made subject to an option, warrant or shares of
convertible preferred stock under the Plan.

     

    
      
         

      

      
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    SECTION
4.  ELIGIBILITY.  

    


    The
Participants shall include directors, employees, including officers, of the
Company and its divisions and subsidiaries, and consultants and attorneys who
provide bona fide services to the Company.  Participants are eligible to be
granted warrants, options, restricted common or convertible preferred stock,
unrestricted common or convertible preferred stock and other awards under this
Plan and to have their bonuses and/or consulting fees payable in warrants,
restricted common or convertible preferred stock, unrestricted common or
convertible preferred stock and other awards.  A Participant who has been
granted an option, warrant or preferred stock hereunder may be granted an
additional option, warrant options, warrants or preferred stock, if the
Committee shall so determine.

    


    SECTION 5.  GRANT OF OPTIONS OR
WARRANTS.

    


    (a)
Committee Discretion.  The Committee shall have sole and absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive warrants, options, restricted common or
convertible preferred stock, or unrestricted common or convertible preferred
stock under the Plan, (ii) to determine the number of shares of Common Stock to
be covered by such grant or such options or warrants and the terms thereof,
(iii) to determine the type of Common Stock granted: restricted common or
convertible preferred stock, unrestricted common or convertible preferred stock
or a combination of restricted and unrestricted common or convertible preferred
stock, and (iv) to determine the type of option or warrant granted: ISO,
Nonqualified Option or a combination of ISO and Nonqualified Options.  The
Committee shall thereupon grant options or warrants in accordance with such
determinations as evidenced by a written option or warrant agreement.
 Subject to the express provisions of the Plan, the Committee shall have
discretionary authority to prescribe, amend and rescind rules and regulations
relating to the Plan, to interpret the Plan, to prescribe and amend the terms of
the option or warrant agreements (which need not be identical) and to make all
other determinations deemed necessary or advisable for the administration of the
Plan.

     

    
      
         

      

      
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    (b)
Stockholder Approval.  All ISOs granted under this Plan are subject to, and
may not be exercised before, the approval of this Plan by the stockholders prior
to the first anniversary date of the Board meeting held to approve the Plan, by
the affirmative vote of the holders of a majority of the outstanding shares of
the Company present, or represented by proxy, and entitled to vote at the
meeting, or by written consent in accordance with the laws of the State of
Nevada, provided that if such approval by the stockholders of the Company is not
forthcoming, all options or warrants and stock awards previously granted under
this Plan other than ISOs shall be valid in all respects.

    


    (c)
Limitation on Incentive Stock Options and Warrants.  The aggregate fair
market value (determined in accordance with Section 5(d)(ii) of this Plan at the
time the option or warrant is granted) of the Common Stock with respect to which
ISOs may be exercisable for the first time by any Participant during any
calendar year under all such plans of the Company and its Affiliates shall not
exceed $15,000,000.

    


    (d) Terms
and Conditions.  Each option or warrant granted under the Plan shall be
evidenced by an agreement, in a form approved by the Committee, which shall be
subject to the following express terms and conditions and to such other terms
and conditions as the Committee may deem appropriate:

    


    (i)
Option or Warrant Period.  The Committee shall promptly notify the
Participant of the option or warrant grant and a written agreement shall
promptly be executed and delivered by and on behalf of the Company and the
Participant, provided that the option or warrant grant shall expire if a written
agreement is not signed by said Participant (or his agent or attorney) and
returned to the Company within 60 days from date of receipt by the
Participant of such agreement.  The date of grant shall be the date the
option or warrant is actually granted by the Committee, even though the written
agreement may be executed and delivered by the Company and the Participant after
that date. Each option or warrant agreement shall specify the period for which
the option or warrant thereunder is granted (which in no event shall exceed
ten years from the date of grant) and shall provide that the option or warrant
shall expire at the end of such period.  If the original term of an option
or warrant is less than ten years from the date of grant, the option or warrant
may be amended prior to its expiration, with the approval of the Committee and
the Participant, to extend the term so that the term as amended is not more
than ten years from the date of grant. However, in the case of an ISO granted to
an individual who, at the time of grant, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or its Affiliate ("Ten Percent Stockholder"), such period shall not
exceed five years from the date of grant.

     

    
      
         

      

      
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    (ii)
Option or Warrant Price.  The purchase price of each share of Common Stock
subject to each option or warrant granted pursuant to the Plan shall be
determined by the Committee at the time the option or warrant is granted and, in
the case of ISOs, shall not be less than 100% of the fair market value of a
share of Common Stock on the date the option or warrant is granted, as
determined by the Committee.  In the case of an ISO granted to a Ten
Percent Stockholder, the option or warrant price shall not be less than 110% of
the fair market value of a share of Common Stock on the date the option or
warrant is granted.  The purchase price of each share of Common Stock
subject to a Nonqualified Option or Warrant under this Plan shall be determined
by the Committee prior to granting the option or warrant.  The Committee
shall set the purchase price for each share subject to a Nonqualified
Option or Warrant at either the fair market value of each share on the date the
option or warrant is granted, or at such other price as the Committee in its
sole discretion shall determine.

    


    At the
time a determination of the fair market value of a share of Common Stock is
required to be made hereunder, the determination of its fair market value shall
be made by the Committee in such manner as it deems appropriate.

    


    (iii)
Exercise Period.  The Committee may provide in the option or warrant
agreement that an option or warrant may be exercised in whole, immediately, or
is to be exercisable in increments.  In addition, the Committee may provide
that the exercise of all or part of an option or warrant is subject to specified
performance by the Participant.

    


    (iv)
Procedure for Exercise.  Options or warrants shall be exercised in the
manner specified in the option or warrant agreement. The notice of exercise
shall specify the address to which the certificates for such shares are to be
mailed.  A Participant shall be deemed to be a stockholder with respect to
shares covered by an option or warrant on the date specified in the option or
warrant agreement.  As promptly as practicable, the Company shall deliver
to the Participant or other holder of the warrant, certificates for the number
of shares with respect to which such option or warrant has been so exercised,
issued in the holder's name or such other name as holder directs; provided,
however, that such delivery shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited such certificates with
a carrier for overnight delivery, addressed to the holder at the address
specified pursuant to this Section 6(d).

    


    (v)
Termination of Employment.  If an executive officer to whom an option or
warrant is granted ceases to be employed by the Company for any reason other
than death or disability, any option or warrant which is exercisable on the date
of such termination of employment may be exercised during a period beginning on
such date and ending at the time set forth in the option or warrant agreement;
provided, however, that if a Participant's employment is terminated because of
the Participant's theft or embezzlement from the Company, disclosure of trade
secrets of the Company or the commission of a willful, felonious act while in
the employment of the Company (such reasons shall hereinafter be collectively
referred to as "for cause"), then any option or warrant or unexercised
portion thereof granted to said Participant shall expire upon such termination
of employment.  Notwithstanding the foregoing, no ISO may be exercised
later than three months after an employee's termination of employment for any
reason other than death or disability.

    


    (vi)
Disability or Death of Participant.  In the event of the determination of
disability or death of a Participant under the Plan while he or she is employed
by the Company, the options or warrants previously granted to him may be
exercised (to the extent he or she would have been entitled to do so at the date
of the determination of disability or death) at any time and from time to time,
within a period beginning on the date of such determination of disability or
death and ending at the time set forth in the option or warrant agreement, by
the former employee, The guardian of his estate, the executor or administrator
of his estate or by the person or persons to whom his rights under the option or
warrant shall pass by will or the laws of descent and distribution, but in no
event may the option or warrant be exercised after its expiration under the
terms of the option or warrant agreement.  Notwithstanding the foregoing,
no ISO may be exercised later than one year after the determination of
disability or death.  A Participant shall be deemed to be disabled if, in
the opinion of a physician selected by the Committee, he or she is incapable of
performing services for the Company of the kind he or she was performing at the
time the disability occurred by reason of any medically determinable physical or
mental impairment which can be expected to result in death or to be of long,
continued and indefinite duration. The date of determination of disability for
purposes hereof shall be the date of such determination by such
physician.

     

    
      
         

      

      
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    (vii)
Assignability.  An option or warrant shall be assignable or otherwise
transferable, in whole or in part, by a Participant as provided in the option,
warrant or designation of the series of preferred stock.

    


    (viii)
Incentive Stock Options.  Each option or warrant agreement may contain such
terms and provisions as the Committee may determine to be necessary or desirable
in order to qualify an option or warrant designated as an incentive stock
option.

    


    (ix)
Restricted Stock Awards.  Awards of restricted stock under this Plan shall
be subject to all the applicable provisions of this Plan, including the
following terms and conditions, and to such other terms and conditions
not inconsistent therewith, as the Committee shall determine:

    


    (A)
Awards of restricted stock may be in addition to or in lieu of option or warrant
grants.  Awards may be conditioned on the attainment of particular
performance goals based on criteria established by the Committee at the time of
each award of restricted stock. During a period set forth in the agreement (the
"Restriction Period"), the recipient shall not be permitted to sell,
transfer, pledge, or otherwise encumber the shares of restricted stock;
except that such shares may be used, if the agreement permits, to pay the option
or warrant price pursuant to any option or warrant granted under this Plan,
provided an equal number of shares delivered to the Participant shall carry the
same restrictions as the shares so used.  Shares of restricted stock shall
become free of all restrictions if during the Restriction Period, (i) the
recipient dies, (ii) the recipient's directorship, employment, or consultancy
terminates by reason of permanent disability, as determined by the Committee,
(iii) the recipient retires after attaining both 59 1/2 years of age and five
years of continuous service with the Company and/or a division or subsidiary, or
(iv) if provided in the agreement, there is a "change in control" of the Company
(as defined in such agreement). The Committee may require medical evidence of
permanent disability, including medical examinations by physicians selected by
it.  Unless and to the extent otherwise provided in the
agreement, shares of restricted stock shall be forfeited and revert to the
Company upon the recipient's termination of directorship, employment or
consultancy during the Restriction Period for any reason other than death,
permanent disability, as determined by the Committee, retirement after
attaining both 59 1/2 years of age and five years of continuous service with the
Company and/or a subsidiary or division, or, to the extent provided in the
agreement, a "change in control" of the Company (as defined in such agreement),
except to the extent the Committee, in its sole discretion, finds that such
forfeiture might not be in the best interests of the Company and, therefore,
waives all or part of the application of this provision to the restricted stock
held by such recipient. Certificates for restricted stock shall be registered in
the name of the recipient but shall be imprinted with the appropriate legend and
returned to the Company by the recipient, together with a stock power endorsed
in blank by the recipient.  The recipient shall be entitled to vote
shares of restricted stock and shall be entitled to all dividends paid thereon,
except that dividends paid in Common Stock or other property shall also be
subject to the same restrictions.

     

    
      
         

      

      
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    (B)
Restricted Stock shall become free of the foregoing restrictions upon expiration
of the applicable Restriction Period and the Company shall then deliver to the
recipient Common Stock certificates evidencing such unrestricted
stock.

    


    Restricted
stock and any Common Stock received upon the expiration of the restriction
period shall be subject to such other transfer restrictions and/or legend
requirements as are specified in the applicable agreement.

    


    (x)
Bonuses and Past Salaries and Fees Payable in Unrestricted Stock.

    


    (A) In
lieu of cash bonuses otherwise payable under the Company's or applicable
division's or subsidiary's compensation practices to employees and consultants
eligible to participate in this Plan, the Committee, in its sole discretion, may
determine that such bonuses shall be payable in unrestricted Common Stock or
partly in unrestricted Common Stock and partly in cash.  Such bonuses
shall be in consideration of services previously performed and as an incentive
toward future services and shall consist of shares of unrestricted Common Stock
subject to such terms as the Committee may determine in its sole discretion. The
number of shares of unrestricted Common Stock payable in lieu of a bonus
otherwise payable shall be determined by dividing such bonus amount by the fair
market value of one share of Common Stock on the date the bonus is payable, with
fair market value determined as of such date in  accordance with Section
5(d)(ii).

    


    (B) In
lieu of salaries and fees otherwise payable by the Company to employees,
attorneys and consultants eligible to participate in this Plan that were
incurred for services rendered during, prior or after the year of 2005, the
Committee, in its sole discretion, may determine that such unpaid salaries and
fees shall be payable in unrestricted Common Stock or partly in unrestricted
Common Stock and partly in cash.  Such awards shall be in consideration of
services previously performed and as an incentive toward future services and
shall consist of shares of unrestricted Common Stock subject to such terms as
the Committee may determine in its sole discretion.  The number of shares
of unrestricted Common Stock payable in lieu of a salaries and fees otherwise
payable shall be determined by dividing each calendar month's of unpaid salary
or fee amount by the average trading value of the Common Stock for the calendar
month during which the subject services were provided.

    


    (xi) No
Rights as Stockholder.  No Participant shall have any rights as a
stockholder with respect to shares covered by an option or warrant until the
option or warrant is exercised as provided in clause (d) above.

     

    
      
         

      

      
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    (xii)
Extraordinary Corporate Transactions.  The existence of outstanding options
or warrants shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations, exchanges, or other changes in the Company's capital structure
or its business, or any merger or consolidation of the Company, or any issuance
of Common Stock or other securities or subscription rights thereto, or any
issuance of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.  If the Company recapitalizes
or otherwise changes its capital structure, or merges, consolidates,
sells all of its assets or dissolves (each of the foregoing a "Fundamental
Change"), then thereafter upon any exercise of an option or warrant theretofore
granted the Participant shall be entitled to purchase under such option or
warrant, in lieu of the number of shares of Common Stock as to which option or
warrant shall then be exercisable, the number and class of shares of stock and
securities to which the Participant would have been entitled pursuant to
the terms of the Fundamental Change if, immediately prior to such Fundamental
Change, the Participant had been the holder of record of the number of shares of
Common Stock as to which such option or warrant is then exercisable.  If
(i) the Company shall not be the surviving entity in any merger or consolidation
(or survives only as a subsidiary of another entity), (ii) the Company sells all
or substantially all of its assets to any other person or entity (other than a
wholly-owned subsidiary), (iii) any person or entity (including a "group" as
contemplated by Section 13(d)(3) of the Exchange Act) acquires or gains
ownership or control of (including, without limitation, power to vote) more than
50% of the outstanding shares of Common Stock, (iv) the Company is to be
dissolved and liquidated, or (v) as a result of or in connection with a
contested election of directors, the persons who were directors of the Company
before such election shall cease to constitute a majority of the Board (each
such event in clauses (i) through (v) above is referred to herein as a
"Corporate Change"), the Committee, in its sole discretion, may accelerate the
time at which all or a portion of a Participant's option or warrants may be
exercised for a limited period of time before or after a specified
date.

     

    (xiii)
Changes in Company's Capital Structure.  If the outstanding shares of
Common Stock or other securities of the Company, or both, for which the option
or warrant is then exercisable at any time be changed or exchanged
by

    declaration
of a stock dividend, stock split, combination of shares, recapitalization, or
reorganization, the number and kind of shares of Common Stock or other
securities which are subject to the Plan or subject to any options or warrants
theretofore granted, and the option or warrant prices, shall be adjusted only as
provided in the option or warrant.

     

    
      
         

      

      
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    (xiv)
Acceleration of Options and Warrants.  Except as hereinbefore expressly
provided, (i) the issuance by the Company of shares of stock or any class of
securities convertible into shares of stock of any class, for
cash, property, labor or services, upon direct sale, upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
(ii) the payment of a dividend in property other than Common Stock or (iii) the
occurrence of any similar transaction, and in any case whether or not for fair
value, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock subject to options or warrants
theretofore granted or the purchase price per share, unless the Committee shall
determine, in its sole discretion, that an adjustment is necessary to
provide equitable treatment to Participant.  Notwithstanding Anything to
the contrary contained in this Plan, the Committee may, in its sole discretion,
accelerate the time at which any option or warrant may be exercised, including,
but not limited to, upon the occurrence of the events specified in this
Section 5, and is authorized at any time (with the consent of the
Participant) to purchase options or warrants pursuant to Section 6.

    


    SECTION
6.  RELINQUISHMENT OF OPTIONS OR WARRANTS.

    


    (a) The
Committee, in granting options or warrants hereunder, shall have discretion to
determine whether or not options or warrants shall include a right of
relinquishment as hereinafter provided by this Section 6.  The Committee
shall also have discretion to determine whether an option or warrant agreement
evidencing an option or warrant initially granted by the Committee without a
right of relinquishment shall be amended or supplemented to include such a right
of relinquishment. Neither the Committee nor the Company shall be under any
obligation or incur any liability to any person by reason of the Committee's
refusal to grant or include a right of relinquishment in any option or warrant
granted hereunder or in any option or warrant agreement evidencing the same.
Subject to the Committee's determination in any case that the grant by it of a
right of relinquishment is consistent with Section 1 hereof, any option or
warrant granted under this Plan, and the option or warrant agreement
evidencing such option or warrant, may provide:

    


    (i) That
the Participant, or his or her heirs or other legal representatives to the
extent entitled to exercise the option or warrant under the terms thereof, in
lieu of purchasing the entire number of shares subject to purchase thereunder,
shall have the right to relinquish all or any part of the then unexercised
portion of the option or warrant (to the extent

    then
exercisable) for a number of shares of Common Stock to be determined in
accordance with the following provisions of this clause (i):

     

    
      
         

      

      
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    (A) The
written notice of exercise of such right of relinquishment shall state the
percentage of the total number of shares of Common Stock issuable pursuant to
such relinquishment (as defined below) that the Participant elects to
receive;

    


    (B) The
number of shares of Common Stock, if any, issuable pursuant to such
relinquishment shall be the number of such shares, rounded to the next greater
number of full shares, as shall be equal to the quotient obtained by dividing
(i) the Appreciated Value by (ii) the purchase price for each of such shares
specified in such option or warrant;

    


    (C) For
the purpose of this clause (C), "Appreciated Value" means the excess, if any, of
(x) the total current market value of the shares of Common Stock covered by the
option or warrant or the portion thereof to be relinquished over (y) the total
purchase price for such shares specified in such option or warrant;

    


    (ii) That
such right of relinquishment may be exercised only upon receipt by the Company
of a written notice of such relinquishment which shall be dated the date of
election to make such relinquishment; and that, for the purposes of this Plan,
such date of election shall be deemed to be the date

    when such
notice is sent by registered or certified mail, or when receipt is acknowledged
by the Company, if mailed by other than registered or certified mail or if
delivered by hand or by any telegraphic communications equipment of the sender
or otherwise delivered; provided, that, in the event the method just described
for determining such date of election shall not be or remain consistent with the
provisions of Section 16(b) of the Exchange Act or the rules and regulations
adopted by the Commission thereunder, as presently existing or as may be
hereafter amended, which regulations exempt from the operation of Section 16(b)
of the Exchange Act in whole or in part any such relinquishment transaction,
then such date of election shall be determined by such other method consistent
with Section 16(b) of the Exchange Act or the rules and regulations thereunder
as the Committee shall in its discretion select and apply;

     

    
      
         

      

      
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    (iii)
That the "current market value" of a share of Common Stock on a particular date
shall be deemed to be its fair market value on that date as determined in
accordance with Paragraph 5(d)(ii); and

    


    (iv) That
the option or warrant, or any portion thereof, may be relinquished only to the
extent that (A) it is exercisable on the date written notice of relinquishment
is received by the Company, and (B) the holder of such option or warrant pays,
or makes provision satisfactory to the Company for the payment of, any taxes
which the Company is obligated to collect with respect to such
relinquishment.

    


    (b) The
Committee shall have sole discretion to consent to or disapprove, and neither
the Committee nor the Company shall be under any liability by reason of the
Committee's disapproval of, any election by a holder of preferred stock to
relinquish such preferred stock in whole or in part as provided in Paragraph
7(a), except that no such consent to or approval of a relinquishment shall be
required under the following circumstances.  Each Participant who is
subject to the short-swing profits recapture provisions of Section 16(b) of the
Exchange Act ("Covered Participant") shall not be entitled to receive shares of
Common Stock when options or warrants are relinquished during any window period
commencing on the third business day following the Company's release of a
quarterly or annual summary statement of sales and earnings and ending on the
twelfth business day following such release ("Window Period"). A Covered
Participant shall be entitled to receive shares of Common Stock upon the
relinquishment of options or warrants outside a Window Period.

    


    (c) The
Committee, in granting options or warrants hereunder, shall have discretion to
determine the terms upon which such options or warrants shall be relinquishable,
subject to the applicable provisions of this Plan, and including such provisions
as are deemed advisable to permit the exemption from the operation from Section
16(b) of the Exchange Act of any such relinquishment transaction, and options or
warrants outstanding, and option agreements evidencing such options, may be
amended, if necessary, to permit such exemption.  If options or warrants
are relinquished, such option or warrant shall be deemed to have been exercised
to the extent of the number of shares of Common Stock covered by the option or
warrant or part thereof which is relinquished, and no further options or
warrants may be granted covering such shares of Common Stock.

     

    
      
         

      

      
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    (d) Any
options or warrants or any right to relinquish the same to the Company as
contemplated by this Paragraph 6 shall be assignable by the Participant,
provided the transaction complies with any applicable securities
laws.

    


    (e)
Except as provided in Section 6(f) below, no right of relinquishment may be
exercised within the first six months after the initial award of any option or
warrant containing, or the amendment or supplementation of any existing
option or warrant agreement adding, the right of relinquishment.

    


    (f) No
right of relinquishment may be exercised after the initial award of any option
or warrant containing, or the amendment or supplementation of any existing
option or warrant agreement adding the right of relinquishment, unless such
right of relinquishment is effective upon the Participant's death, disability or
termination of his relationship with the Company for a reason other than "for
cause."

    


    SECTION
7.  GRANT OF CONVERTIBLE PREFERRED STOCK.

    


    (a)
Committee Discretion.  The Committee shall have sole and absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive restricted preferred stock, or
unrestricted preferred stock under the Plan, and (ii) to determine the number of
shares of Common Stock to be issued upon conversion of such shares of preferred
stock and the terms thereof.  The Committee shall thereupon grant shares of
preferred stock in accordance with such determinations as evidenced by a written
preferred stock designation.  Subject to the express provisions of the
Plan, the Committee shall have discretionary authority to prescribe, amend and
rescind rules and regulations relating to the Plan, to interpret the Plan, to
prescribe and amend the terms of the preferred stock designation (which
need not be identical) and to make all other determinations deemed necessary or
advisable for the administration of the Plan.

    


    (b) Terms
and Conditions.  Each series of preferred stock granted under the Plan
shall be evidenced by a designation in the form for filing with the Secretary of
State of the state of incorporation of the Company, containing such terms as
approved by the Committee, which shall be subject to the following express terms
and conditions and to such other terms and conditions as the Committee may deem
appropriate:

     

    
      
         

      

      
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    (i)
Conversion Ratio.  The number of shares of Common Stock issuable upon
conversion of each share of preferred stock granted pursuant to the Plan shall
be determined by the Committee at the time the preferred stock is granted.
 The conversion ration may be determined by reference to the fair market
value of each share of Common Stock on the date the preferred stock is granted,
or at such other price as the Committee in its sole discretion shall
determine.

    


    At the
time a determination of the fair market value of a share of Common Stock is
required to be made hereunder, the determination of its fair market value shall
be made in accordance with Paragraph 5(d)(ii).

    


    (ii)
Conversion Period.  The Committee may provide in the preferred stock
agreement that an preferred stock may be converted in whole, immediately, or is
to be convertible in increments.  In addition, the Committee may provide
that the conversion of all or part of an preferred stock is subject to specified
performance by the Participant.

    


    (iii)
Procedure for Conversion.  Shares of preferred stock shall be converted in
the manner specified in the preferred stock designation.  The notice of
conversion shall specify the address to which the certificates for such shares
are to be mailed.  A Participant shall be deemed to be a stockholder with
respect to shares covered by preferred stock on the date

    specified
in the preferred stock agreement.  As promptly as practicable, the Company
shall deliver to the Participant or other holder of the warrant, certificates
for the number of shares with respect to which such preferred stock has been so
converted, issued in the holder's name or such other name

    as holder
directs; provided, however, that such delivery shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited such
certificates with a carrier for overnight delivery, addressed to the holder at
the address specified pursuant to this Section 6(d).

    


    (iv)
Termination of Employment.  If an executive officer to whom preferred stock
is granted ceases to be employed by the Company for any reason other than death
or disability, any preferred stock which is convertible on the date of such
termination of employment may be converted during a period

    beginning
on such date and ending at the time set forth in the preferred stock agreement;
provided, however, that if a Participant's employment is terminated because of
the Participant's theft or embezzlement from the Company, disclosure of trade
secrets of the Company or the commission of a willful, felonious act while in
the employment of the Company (such reasons shall hereinafter be collectively
referred to as "for cause"), then any preferred stock or unconverted portion
thereof granted to said Participant shall expire upon such termination of
employment.  Notwithstanding the foregoing, no ISO may be converted later
than three months after an employee's termination of employment for any reason
other than death or disability.

     

    
      
         

      

      
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    (v)
Disability or Death of Participant.  In the event of the determination of
disability or death of a Participant under the Plan while he or she is employed
by the Company, the preferred stock previously granted to him may be converted
(to the extent he or she would have been entitled to do so at the date of the
determination of disability or death) at any time and from time to time,
within a period beginning on the date of such determination of disability or
death and ending at the time set forth in the preferred stock agreement, by the
former employee, the guardian of his estate, the executor or administrator of
his estate or by the person or persons to whom his rights under the preferred
stock shall pass by will or the laws of descent and distribution, but in no
event may the preferred stock be converted after its expiration under the terms
of the preferred stock agreement.  Notwithstanding the foregoing, no ISO
may be converted later than one year after the determination of disability or
death.  A Participant shall be deemed to be disabled if, in the
opinion of a physician selected by the Committee, he or she is incapable of
performing services for the Company of the kind he or she was performing at the
time the disability occurred by reason of any medically determinable physical or
mental impairment which can be expected to result in death or to be of
long, continued and indefinite duration.  The date of determination of
disability for purposes hereof shall be the date of such determination by such
physician.

    


    (vi)
Assignability.  Preferred stock shall be assignable or otherwise
transferable, in whole or in part, by a Participant.

    


    (vii)
Restricted Stock Awards.  Awards of restricted preferred stock under this
Plan shall be subject to all the applicable provisions of this Plan, including
the following terms and conditions, and to such other terms and conditions not
inconsistent therewith, as the Committee shall determine:

    


    (A)
Awards of restricted preferred stock may be in addition to or in lieu of
preferred stock grants.  Awards may be conditioned on the attainment of
particular performance goals based on criteria established by the Committee at
the time of each award of restricted preferred stock. During a period set forth
in the agreement (the "Restriction Period"), the recipient shall not be
permitted to sell, transfer, pledge, or otherwise encumber the shares of
restricted preferred stock.  Shares of restricted preferred stock shall
become free of all restrictions if during the Restriction Period, (i) the
recipient dies, (ii) the recipient's directorship, employment, or consultancy
terminates by reason of permanent disability, as determined by the
Committee,

     

    
      
         

      

      
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    (iii) the
recipient retires after attaining both 59 1/2 years of age
and five years of continuous service with the Company and/or a division or
subsidiary, or (iv) if provided in the agreement, there is a "change in control"
of the Company (as defined in such agreement). The Committee may require medical
evidence of permanent disability, including medical examinations by physicians
selected by it.  Unless and to the extent otherwise provided in the
agreement, shares of restricted preferred stock shall be forfeited and
revert to the Company upon the recipient's termination of directorship,
employment or consultancy during the Restriction Period for any reason other
than death, permanent disability, as determined by the Committee, retirement
after attaining both 59 1/2 years of age and five years of continuous
service with the Company and/or a subsidiary or division, or, to the extent
provided in the agreement, a "change in control" of the Company (as defined in
such agreement), except to the extent the Committee, in its sole discretion,
finds that such forfeiture might not be in the best interests of the Company
and, therefore, waives all or part of the application of this provision to the
restricted preferred stock held by such recipient.  Certificates for
restricted preferred stock shall be registered in the name of the recipient but
shall be imprinted with the appropriate legend and returned to the Company by
the recipient, together with a preferred stock power endorsed in blank by the
recipient.  The recipient shall be entitled to vote shares of restricted
preferred stock and shall be entitled to all dividends paid thereon, except that
dividends paid in Common Stock or other property shall also be subject to
the same restrictions.

    


    (B)
Restricted preferred stock shall become free of the foregoing restrictions upon
expiration of the applicable Restriction Period and the Company shall then
deliver to the recipient Common Stock certificates evidencing such stock.
Restricted preferred stock and any Common Stock received upon the expiration of
the restriction period shall be subject to such other transfer restrictions
and/or legend requirements as are specified in the applicable
agreement.

    


    (x)
Bonuses and Past Salaries and Fees Payable in Unrestricted Preferred
stock.

    


    (A) In
lieu of cash bonuses otherwise payable under the Company's or applicable
division's or subsidiary's compensation practices to employees and consultants
eligible to participate in this Plan, the Committee, in its sole discretion, may
determine that such bonuses shall be payable in unrestricted Common Stock or
partly in unrestricted Common Stock and partly in cash.  Such bonuses
shall be in consideration of services previously performed and as an incentive
toward future services and shall consist of shares of unrestricted Common Stock
subject to such terms as the Committee may determine in its sole discretion.
 The number of shares of unrestricted Common Stock payable in lieu of a
bonus otherwise payable shall be determined by dividing such bonus amount
by the fair market value of one share of Common Stock on the date the bonus is
payable, with fair market value determined as of such date in accordance with
Section 5(d)(ii).

    


    (B) In
lieu of salaries and fees otherwise payable by the Company to employees,
attorneys and consultants eligible to participate in this Plan that were
incurred for services rendered during, prior or after the year of 2005, the
Committee, in its sole discretion, may determine that such unpaid salaries and
fees shall be payable in unrestricted Common Stock or partly
in unrestricted Common Stock and partly in cash.  Such awards shall be
in consideration of services previously performed and as an incentive toward
future services and shall consist of shares of unrestricted Common Stock subject
to such terms as the Committee may determine in its sole discretion.  The
number of shares of unrestricted Common Stock payable in lieu of a salaries and
fees otherwise payable shall be determined by dividing each calendar month's of
unpaid salary or fee amount by the average trading value of the Common Stock for
the calendar month during which the subject services were provided.

    


    (xi) No
Rights as Stockholder.  No Participant shall have any rights as a
stockholder with respect to shares covered by an preferred stock until the
preferred stock is converted as provided in clause (b)(iii) above.

     

    
      
         

      

      
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    (xii)
Extraordinary Corporate Transactions.  The existence of outstanding
preferred stock shall not affect in any way the right or power of the Company or
its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations, exchanges, or other changes in the Company's capital structure
or its business, or any merger or consolidation of the Company, or any issuance
of Common Stock or other securities or subscription rights thereto, or any
issuance of bonds, debentures, preferred or prior preference stock ahead of
or affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.  If the Company recapitalizes or otherwise
changes its capital structure, or merges, consolidates, sells all of its assets
or dissolves (each of the foregoing a "Fundamental Change"), then
thereafter upon any conversion of preferred stock theretofore granted the
Participant shall be entitled to the number of shares of Common Stock upon
conversion of such preferred stock, in lieu of the number of shares of
Common Stock as to which preferred stock shall then be convertible, the number
and class of shares of stock and securities to which the Participant would
have been entitled pursuant to the terms of the Fundamental Change if,
immediately prior to such Fundamental Change, the Participant had been the
holder of record of the number of shares of Common Stock as to which such
preferred stock is then convertible.  If (i) the Company shall not be the
surviving entity in any merger or consolidation (or survives only as a
subsidiary of another entity), (ii) the Company sells all or substantially all
of its assets to any other person or entity (other than a wholly-owned
subsidiary), (iii) any person or entity (including a "group" as contemplated by
Section 13(d)(3) of the Exchange Act) acquires or gains ownership or
control of (including, without limitation, power to vote) more than 50% of the
outstanding shares of Common Stock, (iv) the Company is to be dissolved and
liquidated, or (v) as a result of or in connection with a contested election of
directors, the persons who were directors of the Company before such election
shall cease to constitute a majority of the Board (each such event in clauses
(i) through (v) above is referred to herein as a "Corporate Change"), the
Committee, in its sole discretion, may accelerate the time at which all or a
portion of a Participant's shares of preferred stock may be converted for a
limited period of time before or after a specified date.

    


    (xiii)
Changes in Company's Capital Structure.  If the outstanding shares of
Common Stock or other securities of the Company, or both, for which the
preferred stock is then convertible at any time be changed or exchanged by
declaration of a stock dividend, stock split, combination of shares,
recapitalization,
or reorganization, the number and kind of shares of Common Stock or other
securities which are subject to the Plan or subject to any preferred stock
theretofore granted, and the conversion ratio, shall be adjusted only as
provided in the designation of the preferred stock.

     

    
      
         

      

      
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    (xiv)
Acceleration of Conversion of Preferred Stock.  Except as hereinbefore
expressly provided, (i) the issuance by the Company of shares of stock or any
class of securities convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, upon the conversion
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
(ii) the payment of a dividend in property other than Common Stock or (iii) the
occurrence of any similar transaction, and in any case whether or not for fair
value, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock subject to preferred stock
theretofore granted, unless the Committee shall determine, in its sole
discretion, that an adjustment is necessary to provide equitable treatment to
Participant. Notwithstanding anything to the contrary contained in this Plan,
the Committee may, in its sole discretion, accelerate the time at which any
preferred stock may be converted, including, but not limited to, upon the
occurrence of the events specified in this Section 7(xiv).

    


    SECTION 8.  AMENDMENTS OR
TERMINATION.  

    


    The Board
may amend, increase, alter or discontinue the Plan, but no amendment or
alteration shall be made which would impair the rights of any
Participant, without his consent, under any option, warrant or preferred
stock theretofore granted.

    


    SECTION 9.  COMPLIANCE WITH
OTHER LAWS AND REGULATIONS.  

    


    The Plan,
the grant and exercise of options or warrants and grant and conversion of
preferred stock thereunder, and the obligation of the Company to sell and
deliver shares under such options, warrants or preferred stock, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any governmental or regulatory agency as may be required.  The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any registration or qualification of
such shares under any federal or state law or issuance of any ruling
or regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable. Any adjustments provided for
in subparagraphs 5(d)(xii), (xiii) and (xiv) shall be subject to any shareholder
action required by the corporate law of the state of incorporation of the
Company.

     

    
      
         

      

      
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    SECTION 10.  PURCHASE FOR
INVESTMENT.  

    


    Unless
the options, warrants, shares of convertible preferred stock and shares of
Common Stock covered by this Plan have been registered under the Securities Act
of 1933, as amended, or the Company has determined that such registration is
unnecessary, each person acquiring or exercising an option or warrant under this
Plan or converting shares of preferred stock  may be required by the
Company to give a representation in writing that he or she is acquiring such
option or warrant or such shares for his own account for investment and not with
a view to, or for sale in connection with, the distribution of any part
thereof.

    


    SECTION
11.  TAXES.

    


    (a) The
Company may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with
any options, warrants or preferred stock granted under this Plan.

    


    (b)
Notwithstanding the terms of Paragraph 11 (a), any Participant may pay all
or any portion of the taxes required to be withheld by the Company or paid
by him or her in connection with the exercise of a nonqualified option or
warrant or conversion of preferred stock by electing to have the
Company withhold shares of Common Stock, or by delivering previously owned
shares of Common Stock, having a fair market value, determined in
accordance with paragraph 5(d)(ii), equal to the amount required to be withheld
or paid.  A Participant must make the foregoing election on or before
the date that the amount of tax to be withheld is determined ("Tax Date").
 All such elections are irrevocable and subject to disapproval by the
Committee.  Elections by Covered Participants are subject to the
following additional restrictions: (i) such election may not be made within six
months of the grant of an option or warrant, provided that this limitation shall
not apply in the event of death or disability, and (ii) such election must be
made either six months or more prior to the Tax Date or in a Window Period.
Where the Tax Date in respect of an option or warrant is deferred until six
months after exercise and the Covered Participant elects share withholding, the
full amount of shares of Common Stock will be issued or transferred to him upon
exercise of the option or warrant, but he or she shall be unconditionally
obligated to tender back to the Company the number of shares necessary to
discharge the Company's withholding obligation or his estimated tax obligation
on the Tax Date.

     

    
      
         

      

      
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    SECTION
12.  REPLACEMENT OF OPTIONS, WARRANTS AND PREFERRED STOCK.
 

    


    The
Committee from time to time may permit a Participant under the Plan
to surrender for cancellation any unexercised outstanding option or warrant
or unconverted Preferred stock and receive from the Company in exchange an
option, warrant or preferred stock for such number of shares of Common Stock as
may be designated by the Committee.  The Committee may, with the consent of
the holder of any outstanding option, warrant or preferred stock, amend such
option, warrant or preferred stock, including reducing the exercise price of any
option or warrant to not less than the fair market value of the Common Stock at
the time of the amendment, increasing the conversion ratio of any preferred
stock and extending the exercise or conversion term of and warrant, option or
preferred stock.

    


    SECTION 13.  NO RIGHT TO COMPANY
EMPLOYMENT.  

    


    Nothing
in this Plan or as a result of any option or warrant granted pursuant to this
Plan shall confer on any individual any right to continue in the employ of the
Company or interfere in any way with the right of the Company to terminate an
individual's employment at any time.  The option, warrant or preferred
stock agreements may contain such provisions as the Committee may approve with
reference to the effect of approved leaves of absence.

    


    SECTION 14.  LIABILITY OF
COMPANY.  

    


    The
Company and any Affiliate which is in existence or hereafter comes into
existence shall not be liable to a Participant or other persons as
to:

    


    (a) The
Non-Issuance of Shares.  The non-issuance or sale of shares as to
which the Company has been unable to obtain from any regulatory body having
jurisdiction the authority deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any shares hereunder; and

     

    
      
         

      

      
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    (b) Tax
Consequences.  Any tax consequence expected, but not realized, by any
Participant or other person due to the exercise of any option or warrant or
the conversion of any preferred stock granted hereunder.

    


    SECTION 15.  EFFECTIVENESS AND
EXPIRATION OF PLAN.  

    


    The Plan
shall be effective on the date the Board adopts the Plan.  The Plan shall
expire ten years after the date the Board approves the Plan and thereafter no
option, warrant or preferred stock shall be granted pursuant to the
Plan.

    


    SECTION
16.  NON-EXCLUSIVITY OF THE PLAN.  

    


    Neither
the adoption by the Board nor the submission of the Plan to the stockholders of
the Company for approval shall be construed as creating any limitations on the
power of the Board to adopt such other incentive arrangements as it may deem
desirable, including without limitation, the granting of restricted stock or
stock options, warrants or preferred stock otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable only in
specific cases.

    


    SECTION
17.  GOVERNING LAW.  

    


    This Plan
and any agreements hereunder shall be interpreted and construed in accordance
with the laws of the state of incorporation of the Company and applicable
federal law.

    


    SECTION 18.  CASHLESS
EXERCISE.  

    


    The
Committee also may allow cashless exercises as permitted under Federal Reserve
Board's Regulation T, subject to applicable securities law restrictions, or
by any other means which the Committee determines to be consistent with the
Plan's purpose and applicable law.  The proceeds from such a payment shall
be added to the general funds of the Company and shall be used for general
corporate purposes.

    


     

    Approved
by the Board of Directors on April 15, 2010

     

    
      
         

      

      
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