AMENDED AND RESTATED
                             TARPON INDUSTRIES, INC.
                             2004 STOCK OPTION PLAN

                       AS FURTHER AMENDED IN OCTOBER 2006

1.  Definitions:  As used herein,  the following  terms shall have the following
meanings:

     (a) "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and
the applicable rules and regulations thereunder.

     (b) "Committee"  shall mean, (i) with respect to administration of the Plan
regarding  Participants who are subject to Section 16(a) and (b) of the Exchange
Act,  a  committee  meeting  the  standards  of  Rule  16b-3  of the  Rules  and
Regulations under the Exchange Act, or any similar successor rule,  appointed by
the Board of Directors of the Company to perform any of the functions and duties
of the Committee under the Plan, or the Board of Directors as a whole,  and (ii)
with respect to  administration  of the Plan  regarding all other  Participants,
such committee or the Board of Directors of the Company,  as described in clause
(i), or such other  committee  or entity  appointed by the Board of Directors of
the Company to perform any of the functions  and duties of the  Committee  under
the Plan.

     (c) "Common Shares" shall mean the Common Shares of the Company.

     (d) "Company" shall mean Tarpon Industries,  Inc., a Michigan  corporation,
or any successor thereof.

     (e) "Discretion"  shall mean the sole discretion of the Committee,  with no
requirement whatsoever that the Committee follow past practices, act in a manner
consistent with past practices, or treat any key employee, director,  consultant
or  advisor  in a  manner  consistent  with the  treatment  afforded  other  key
employees,  directors,  consultants  or  advisors  with  respect  to the Plan or
otherwise.

     (f)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended, and the rules and regulations thereunder.

     (g) "Incentive Option" shall mean an option to purchase Common Shares which
meets the  requirements  set forth in the Plan and also is  intended  to be, and
qualifies as, an incentive stock option within the meaning of Section 422 of the
Code.

     (h)  "Nonqualified  Option" shall mean an option to purchase  Common Shares
which meets the requirements set forth in the Plan but is not intended to be, or
does not qualify as, an incentive stock option within the meaning of the Code.

     (i)  "Participant"  shall mean any  individual  designated by the Committee
under Paragraph 6 for participation in the Plan.

     (j) "Plan"  shall mean this 2004 Stock  Option  Plan of Tarpon  Industries,
Inc.

     (k) "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations thereunder.

     (l)  "Subsidiary"  shall mean any  corporation or other entity in which the
Company has a direct or indirect  ownership interest of 50% or more of the total
combined voting power of all classes of outstanding voting equity interests.

2.  Purpose  of Plan:  The  purpose  of the  Plan is to  provide  key  employees
(including officers), directors, consultants and advisors of the Company and its
Subsidiaries (collectively, "key employees") with an increased incentive to make
significant and  extraordinary  contributions  to the long-term  performance and
growth  of the  Company  and its  Subsidiaries,  to join  the  interests  of key
employees,  directors,  consultants  and  advisors  with  the  interests  of the
shareholders  of the Company,  and to  facilitate  attracting  and retaining key
employees, directors, consultants and advisors of exceptional ability.

3. Administration:  The Plan shall be administered by the Committee.  Subject to
the provisions of the Plan, the Committee shall  determine,  from those eligible
to be Participants under the Plan, the persons to be granted stock options,  the
amount of stock to be optioned to each such person,  the time such options shall
be granted and the terms and  conditions  of any stock  options.  Such terms and
conditions  may, in the Committee's  Discretion,  include,  without  limitation,
provisions  providing for  termination of the option,  forfeiture of the gain on
any option  exercises or both if the  Participant  competes  with the Company or
otherwise  acts contrary to the Company's  interests,  and  provisions  imposing
restrictions,  potential  forfeiture or both on shares acquired upon exercise of
options granted  pursuant to this Plan. The Committee may condition any grant on
the potential Participant's agreement to such terms and conditions.

     Subject to the  provisions  of the Plan,  the  Committee is  authorized  to
interpret  the Plan,  to  promulgate,  amend and rescind  rules and  regulations
relating to the Plan and to make all other determinations necessary or advisable
for its administration.  Interpretation and construction of any provision of the
Plan by the  Committee  shall,  unless  otherwise  determined  by the  Board  of
Directors of the Company,  be final and conclusive.  A majority of the Committee
shall constitute a quorum,  and the acts of a majority of the members present at
any  meeting  at which a quorum is  present,  or acts  approved  in writing by a
majority of the Committee, shall be the acts of the Committee.

4. Indemnification:  In addition to such other rights of indemnification as they
may have,  the members of the Committee  shall be  indemnified by the Company in
connection  with any claim,  action,  suit or proceeding  relating to any action
taken or  failure  to act  under or in  connection  with the Plan or any  option
granted  hereunder to the full extent provided for under the Company's  articles
of incorporation or bylaws with respect to  indemnification  of directors of the
Company.

5. Maximum Number of Shares Subject to Plan: The maximum number of shares with
respect to which stock options may be granted under the Plan shall be an
aggregate of 1,000,000 Common Shares, which may consist in whole or in part of
authorized and unissued or reacquired Common Shares. Unless the Plan shall have
been terminated, shares covered by the unexercised portion of canceled, expired
or otherwise terminated options under the Plan shall again be available for
option and sale.

     Subject to  Paragraph  16,  the  number and type of shares  subject to each
outstanding  stock option,  the option price with respect to  outstanding  stock
options,  the aggregate number and type of shares remaining  available under the
Plan,  and the  maximum  number  and type of shares  that may be  granted to any
Participant in any fiscal year of the Company  pursuant to Paragraph 6, shall be
subject  to  such  adjustment  as  the  Committee,  in  its  Discretion,   deems
appropriate   to  reflect  such  events  as  stock   dividends,   stock  splits,
recapitalizations,  mergers,  statutory share exchanges or reorganizations of or
by the Company;  provided that no fractional  shares shall be issued pursuant to
the Plan,  no rights may be granted  under the Plan with  respect to  fractional
shares,  and any  fractional  shares  resulting from such  adjustments  shall be
eliminated from any outstanding option.

6. Participants:  the Committee shall determine and designate from time to time,
in  its  Discretion,  those  key  employees  (including  officers),   directors,
consultants  and advisors of or to the Company or any Subsidiary to whom options
are to be granted and who thereby become Participants under the Plan;  provided,
however,  that (a)  Incentive  Options  shall be granted only to  employees  (as
defined in the Code) of the  Company or a  corporate  Subsidiary,  to the extent
required  by Section 422 of the Code,  or any  successor  provision,  and (b) no
Participant  may be granted stock  options to purchase more than 600,000  Common
Shares in the  aggregate  in any  fiscal  year of the  Company,  subject  to any
adjustments provided in the final paragraph of Paragraph 5 and in Paragraph 16.

7.  Allotment of Shares:  The  Committee  shall  determine and fix the number of
Common  Shares to be offered to each  Participant;  provided  that no  Incentive
Option may be granted under the Plan to any one  Participant  which would result
in the  aggregate  fair market  value,  determined  as of the date the option is
granted,  of the underlying  stock with respect to which  Incentive  Options are
exercisable  for the first  time by such  individual  during any  calendar  year
(under  all  of  such  plans  of the  Company  and  its  parent  and  Subsidiary
corporations) exceeding $100,000.

8.  Option  Price:  Subject  to the  rules set  forth in this  Paragraph  8, the
Committee,  in its Discretion,  shall establish the option price at the time any
option is granted.  With respect to an Incentive Option, such option price shall
not be less than 100% of the fair market value of the stock on the date on which
such  option is  granted;  provided  that with  respect to an  Incentive  Option
granted to an  employee  who at the time of the grant owns (after  applying  the
attribution  rules of  Section  424(d) of the  Code)  more than 10% of the total
combined voting stock of the Company or of any parent or Subsidiary,  the option
price shall not be less than 110% of the fair market value of the stock  subject
to the  Incentive  Option on the date such option is granted.  With respect to a
Nonqualified  Option,  the option price shall be not less than the par value, if
any, of the Common  Shares.  Fair market value of a share shall be determined by
the  Committee  and may be  determined  by using the  closing  sale price of the
Company's stock on any exchange or other market on which the Common Shares shall
be  traded  on such  date,  or if  there  is no sale on such  date,  on the next
following  date on which there is a sale,  or the average of the closing bid and
asked prices in any market or quotation  system in which the Common Shares shall
be listed or traded on such date. The option price will be subject to adjustment
in accordance with the provisions of Paragraphs 5 and 16 of the Plan.

9.  Granting  and Exercise of Options:  The  granting of options  under the Plan
shall be  effected  in  accordance  with  determinations  made by the  Committee
pursuant to the  provisions of the Plan, by execution of  instruments in writing
in form approved by the Committee.  Such instruments  shall  constitute  binding
contracts between the Company and the Participant.

     Subject to the terms of the Plan, the  Committee,  in its  Discretion,  may
grant to Participants Incentive Options, Nonqualified Options or any combination
thereof. Each option granted under the Plan shall designate the number of shares
covered thereby, if any, with respect to which the option is an Incentive Option
and the number of shares  covered  thereby,  if any,  with  respect to which the
option is a Nonqualified Option.

     Subject to the terms of the Plan,  each option granted under the Plan shall
be exercisable at any such time or times or in any such  installments  as may be
determined by the Committee in its Discretion;  provided that the aggregate fair
market value (determined as of the date the option is granted) of the underlying
stock with respect to which Incentive Options are exercisable for the first time
by such  individual  during any  calendar  year  (under all of such plans of the
Company and its parent and Subsidiary  corporations)  shall not exceed $100,000.
Except as provided in  Paragraph  13,  options may be  exercised  only while the
Participant is an employee, director,  consultant or advisor of the Company or a
Subsidiary.

     Notwithstanding  any other term or provision  of this Plan,  but subject to
the requirements of the Code with respect to Incentive Options that are intended
to remain Incentive Options,  in connection with a Participant  ceasing to be an
employee  of the  Company  or a  Subsidiary  for any  reason,  the stock  option
agreement may provide for the  acceleration of, or the Committee may accelerate,
in its  Discretion  (exercised  at the date of the grant of the stock  option or
after the date of grant), in whole or in part, the time or times or installments
with respect to which any option granted under this Plan shall be exercisable in
connection with termination of a Participant's  employment with the Company or a
Subsidiary,  subject  to any  restrictions,  terms and  conditions  fixed by the
Committee  either  at the date of the  award or at the  date it  exercises  such
Discretion.

     Successive stock options may be granted to the same Participant, whether or
not  the  option  or  options  previously  granted  to such  Participant  remain
unexercised.  A Participant  may exercise any option  granted under the Plan, if
then exercisable, notwithstanding that options granted to such Participant prior
to the option then being exercised remain unexercised.

10. Payment of Option Price:  At the time of the exercise in whole or in part of
any option granted under this Plan, payment in full in cash, or with the consent
of the Committee,  in its  Discretion,  in Common Shares or by a promissory note
payable to the order of the Company which is acceptable to the Committee,  shall
be made by the Participant  for all shares so purchased.  Such payment may, with
the consent of the  Committee,  in its  Discretion,  also consist of a cash down
payment  and  delivery  of such a  promissory  note in the  amount of the unpaid
exercise  price.  In the Discretion of, and subject to such conditions as may be
established  by, the Committee,  payment of the option price may also be made by
the Company retaining from the shares to be delivered upon exercise of the stock
option that number of shares  having a fair market value on the date of exercise
equal to the  option  price of the  number of shares  with  respect to which the
Participant  exercises  the  option.  In  the  Discretion  of the  Committee,  a
Participant may exercise an option, if then exercisable, in whole or in part, by
delivery  to the Company of written  notice of the  exercise in such form as the
Committee may  prescribe,  accompanied by  irrevocable  instructions  to a stock
broker to  promptly  deliver to the  Company  full  payment  for the shares with
respect to which the option is exercised from the proceeds of the stock broker's
sale of or loan against some or all of the shares. Such payment may also be made
in  such  other  manner  as the  Committee  determines  is  appropriate,  in its
Discretion.  No Participant shall have any of the rights of a shareholder of the
Company  under  any  option  until  the  actual   issuance  of  shares  to  such
Participant,  and  prior  to such  issuance  no  adjustment  shall  be made  for
dividends,  distributions  or other rights in respect of such shares,  except as
provided in Paragraphs 5 and 16.

11.  Transferability  of Option:  Except as otherwise provided in this Paragraph
11, (1) to the extent  required  by Section  422 of the Code,  or any  successor
section,  but only with  respect  to  Incentive  Options,  or (2) to the  extent
determined  by the  Committee in its  Discretion  (either by  resolution or by a
provision in, or amendment to, the option), (a) no option granted under the Plan
to a Participant shall be transferable by such Participant otherwise than (1) by
will,  or (2) by the laws of descent and  distribution  or, (3) with  respect to
Nonqualified  Options only  (unless  permitted by Section 422 of the Code or any
successor section),  pursuant to a qualified domestic relations order as defined
in the Code or Title I of the Employee  Retirement  Income  Security Act, or the
rules thereunder, and (b) such option shall be exercisable,  during the lifetime
of the Participant, only by the Participant.

     The  Committee  may, in its  Discretion,  authorize all or a portion of the
options to be granted to an  optionee to be on terms  which  permit  transfer by
such  optionee to, and the exercise of such option by, (i) the spouse,  children
or grandchildren of the optionee  ("Immediate Family Members"),  (ii) a trust or
trusts for the  exclusive  benefit of such  Immediate  Family  Members,  (iii) a
partnership  in which such Immediate  Family  Members are the only partners,  or
(iv) such other  persons or  entities as  determined  by the  Committee,  in its
Discretion,  on such terms and conditions as the Committee,  in its  Discretion,
may determine;  provided that (y) the stock option  agreement  pursuant to which
such options are granted must be approved by the  Committee  and must  expressly
provide for  transferability  in a manner consistent with this Paragraph 11, and
(z) subsequent  transfers of transferred  options shall be prohibited except for
transfers  the original  optionee  would be permitted to make (if he or she were
still the owner of the option) in accordance with this Paragraph 11.

     Following  transfer,  any such options shall  continue to be subject to the
same  terms and  conditions  as were  applicable  immediately  before  transfer,
provided  that  for  purposes  of  Paragraphs   9,10,14,  16  and  18  the  term
"Participant"  shall be  deemed  to  refer  to the  transferee.  The  events  of
termination  of  employment  of Paragraph  13 shall  continue to be applied with
respect  to  the  original  optionee,  following  which  the  options  shall  be
exercisable by the transferee only to the extent, and for the periods, specified
in Paragraph 13. The original optionee shall remain subject to withholding taxes
and related  requirements  upon  exercise  provided in Paragraph 15. The Company
shall have no  obligation  to provide any notice to any  transferee,  including,
without  limitation,  notice  of any  termination  of the  option as a result of
termination of the original optionee's employment with, or other service to, the
Company.

12. Continuance of Employment;  No Right to Continued Employment:  The Committee
may require,  in its Discretion,  that any Participant under the Plan to whom an
option shall be granted shall agree in writing as a condition of the granting of
such  option  to  remain  in his  or  her  position  as an  employee,  director,
consultant  or advisor of the Company or a Subsidiary  for a designated  minimum
period  from the date of the  granting  of such  option as shall be fixed by the
Committee.

     Nothing  contained  in the Plan or in any option  granted  pursuant  to the
Plan,  nor any action taken by the  Committee  hereunder,  shall confer upon any
Participant any right with respect to  continuation of employment,  consultation
or other  service by or to the Company or a Subsidiary  nor interfere in any way
with the  right of the  Company  or a  Subsidiary  to  terminate  such  person's
employment, consultation or other service at any time.

13. Termination of Employment; Expiration of Options: Subject to the other
provisions of the Plan, including, without limitation, Paragraphs 9 and 16 and
this Paragraph 13, all rights to exercise options shall terminate when a
Participant ceases to be an employee, director, consultant or advisor of or to
the Company or a Subsidiary for any cause, except that the Committee may, in its
Discretion, permit the exercise of all or any portion of the options granted to
such Participant

     (i) for a period not to exceed three months following such termination with
respect to Incentive  Options that are intended to remain  Incentive  Options if
such termination is not due to death or permanent disability of the Participant,

     (ii)  for a  period  not  to  exceed  one  year  following  termination  of
employment  with  respect  to  Incentive  Options  that are  intended  to remain
Incentive  Options if termination of employment is due to the death or permanent
disability of the Participant, and

     (iii) for a period not to extend beyond the expiration date with respect to
Nonqualified  Options  or  Incentive  Options  that are not  intended  to remain
Incentive Options,  all subject to any restrictions,  terms and conditions fixed
by the  Committee  either at the date of the  award or at the date it  exercises
such Discretion.  In no event, however, shall an option be exercisable after its
expiration  date,  and,  unless  the  Committee  in  its  Discretion  determines
otherwise  (pursuant  to  Paragraph  9 or  Paragraph  16), an option may only be
exercised after termination of a Participant's employment, consultation or other
service  by or to the  Company  to the  extent  exercisable  on the date of such
termination  or to the  extent  exercisable  as a result of the  reason for such
termination.  The  Committee may evidence the exercise of its  Discretion  under
this Paragraph 13 in any manner it deems appropriate, including by resolution or
by a provision in, or amendment to, the option.

     If not sooner  terminated,  each stock option  granted under the Plan shall
expire not more than 10 years from the date of the  granting  thereof;  provided
that with respect to an Incentive  Option  granted to a Participant  who, at the
time of the grant,  owns (after applying the attribution rules of Section 424(d)
of the Code) more than 10% of the total combined  voting stock of all classes of
stock of the Company or of any parent or  Subsidiary,  such option  shall expire
not more than 5 years after the date of granting thereof.

14. Investment Purpose: If the Committee in its Discretion  determines that as a
matter  of law  such  procedure  is or  may  be  desirable,  it  may  require  a
Participant,  upon any  exercise  of any  option  granted  under the Plan or any
portion  thereof  and as a  condition  to the  Company's  obligation  to deliver
certificates representing the shares subject to exercise, to execute and deliver
to the  Company a written  statement,  in form  satisfactory  to the  Committee,
representing  and warranting  that the  Participant's  purchase of Common Shares
upon exercise thereof shall be for such person's own account, for investment and
not with a view to the resale or  distribution  thereof and that any  subsequent
sale or offer for sale of any such shares shall be made either pursuant to (a) a
Registration  Statement on an appropriate  form under the Securities  Act, which
Registration  Statement has become  effective and is current with respect to the
shares being offered and sold, or (b) a specific exemption from the registration
requirements  of  the  Securities  Act,  but  in  claiming  such  exemption  the
Participant shall, prior to any offer for sale or sale of such shares,  obtain a
favorable  written opinion from counsel for or approved by the Company as to the
availability  of such exemption.  The Company may endorse an appropriate  legend
referring to the foregoing  restriction  upon the  certificate  or  certificates
representing  any shares issued or transferred to the Participant  upon exercise
of any option granted under the Plan.

15. Withholding  Payments:  If upon the exercise of any Nonqualified Option or a
disqualifying  disposition  (within  the  meaning of Section 422 of the Code) of
shares acquired upon exercise of an Incentive Option,  there shall be payable by
the  Company or a  Subsidiary  any amount  for  income tax  withholding,  in the
Committee's  Discretion,  either the  Participant  shall pay such  amount to the
Company,  or the  amount  of  Common  Shares  delivered  by the  Company  to the
Participant  shall be  appropriately  reduced,  to reimburse the Company or such
Subsidiary for such payment.  The Company or any of its Subsidiaries  shall have
the right to  withhold  the amount of such taxes from any other sums or property
due or to  become  due  from  the  Company  or any  of its  Subsidiaries  to the
Participant upon such terms and conditions as the Committee shall prescribe. The
Company may also defer  issuance of the stock upon exercise of such option until
payment by the  Participant  to the  Company of the amount of any such tax.  The
Committee  may,  in  its  Discretion,   permit   Participants  to  satisfy  such
withholding obligations,  in whole or in part, by electing to have the amount of
Common Shares  delivered or  deliverable by the Company upon exercise of a stock
option appropriately reduced, or by electing to tender Common Shares back to the
Company  subsequent  to exercise of a stock option to  reimburse  the Company or
such  Subsidiary  for such  income  tax  withholding,  subject to such rules and
regulations,  if any, as the  Committee  may adopt.  The Committee may make such
other arrangements with respect to income tax withholding as it shall determine.

16.  Extraordinary  Transactions:  In case the Company (1) consolidates  with or
merges into any other  corporation  or other entity and is not the continuing or
surviving  entity of such  consolidation  or merger,  or (2)  permits  any other
corporation  or other entity to  consolidate  with or merge into the Company and
the Company is the continuing or surviving  entity but, in connection  with such
consolidation  or merger,  the Common  Shares are changed into or exchanged  for
stock or other  securities of any other  corporation  or other entity or cash or
any other assets,  or (3) transfers all or  substantially  all of its properties
and assets to any other  corporation or other person or entity, or (4) dissolves
or liquidates,  or (5) effects a capital  reorganization or  reclassification in
such a way that  holders of Common  Shares  shall be entitled to receive  stock,
securities,  cash or other  assets with respect to or in exchange for the Common
Shares, then, and in each such case, proper provision shall be made so that each
Participant  holding a stock option upon the exercise of such option at any time
after the consummation of such  consolidation,  merger,  transfer,  dissolution,
liquidation,  reorganization or reclassification (each transaction, for purposes
of this Paragraph 16, being herein called a "Transaction"), shall be entitled to
receive (at the aggregate  option price in effect for all Common Shares issuable
upon such exercise immediately prior to such consummation and as adjusted to the
time of such Transaction),  in lieu of Common Shares issuable upon such exercise
prior to such consummation,  the stock and other securities,  cash and assets to
which such Participant  would have been entitled upon such  consummation if such
Participant had so exercised such stock option in full immediately prior thereto
(subject to adjustments subsequent to such Transaction provided for in Paragraph
5).

     Notwithstanding  anything in the Plan to the contrary,  in connection  with
any Transaction and effective as of a date selected by the Committee, which date
shall, in the Committee's  judgment, be far enough in advance of the Transaction
to permit  Participants  holding  stock  options to exercise  their  options and
participate  in the  Transaction  as a holder of Common  Shares,  the Committee,
acting in its Discretion without the consent of any Participant,  may effect one
or more of the  following  alternatives  with respect to all of the  outstanding
stock options (which  alternatives  may be made conditional on the occurrence of
the  applicable  Transaction  and which may,  if  permitted  by law,  vary among
individual  Participants):  (a)  accelerate the time at which stock options then
outstanding may be exercised so that such stock options may be exercised in full
for a  limited  period  of time on or  before  a  specified  date  fixed  by the
Committee  after which  specified  date all  unexercised  stock  options and all
rights of Participants  thereunder shall  terminate;  (b) accelerate the time at
which stock options then outstanding may be exercised so that such stock options
may be  exercised  in full for their then  remaining  term;  or (c)  require the
mandatory  surrender to the Company of  outstanding  stock  options held by such
Participants  (irrespective of whether such stock options are then  exercisable)
as of a date,  before or not later  than  sixty  days  after  such  Transaction,
specified by the Committee, and in such event the Company shall thereupon cancel
such stock options and shall pay to each  Participant an amount of cash equal to
the excess of the fair market value of the aggregate  Common  Shares  subject to
such stock option, determined as of the date such Transaction is effective, over
the  aggregate  option price of such  shares,  less any  applicable  withholding
taxes; provided,  however, the Committee shall not select an alternative (unless
consented to by the  Participant)  such that, if a Participant  exercised his or
her accelerated stock option pursuant to alternative (a) or (b) and participated
in the Transaction or received cash pursuant to alternative (c), the alternative
would result in the Participant's  owing any money by virtue of the operation of
Section 16(b) of the Exchange Act. If all such  alternatives have such a result,
the Committee shall, in its Discretion, take such action to put such Participant
in as close to the same  position  as such  Participant  would  have been in had
alternative  (a), (b) or (c) been selected but without  resulting in any payment
by  such   Participant   pursuant  to  Section   16(b)  of  the  Exchange   Act.
Notwithstanding the foregoing,  with the consent of affected Participants,  each
with respect to such Participant's option only, the Committee may in lieu of the
foregoing  make such  provision  with  respect  to any  Transaction  as it deems
appropriate.

17. Effectiveness of Plan: This Plan shall be effective on the date the Board of
Directors of the Company adopts this Plan, provided that the shareholders of the
Company  approve the Plan within 12 months  before or after its  adoption by the
Board of Directors.  Options may be granted before shareholder  approval of this
Plan,  but each such  option  shall be subject to  shareholder  approval of this
Plan. No option  granted under this Plan shall be  exercisable  unless and until
this Plan shall have been approved by the Company's shareholders.

18. Termination,  Duration and Amendments to the Plan: The Plan may be abandoned
or  terminated  at any time by the Board of  Directors  of the  Company.  Unless
sooner  terminated,  the Plan shall  terminate  on the date ten years  after the
earlier  of its  adoption  by the  Board of  Directors  or its  approval  by the
shareholders of the Company,  and no stock options may be granted under the Plan
thereafter.  The  termination  of the Plan shall not affect the  validity of any
option which is outstanding on the date of termination.

     For  the  purpose  of  conforming  to  any  changes  in  applicable  law or
governmental  regulations,  or for  any  other  lawful  purpose,  the  Board  of
Directors shall have the right,  with or without approval of the shareholders of
the Company,  to amend or revise the terms of this Plan or any option  agreement
under this Plan at any time; provided,  however, that (i) to the extent required
by Section 162(m) of the Code and related  regulations,  or any successor  rule,
but only with respect to amendments or revisions  affecting  Participants  whose
compensation  is  subject  to  Section  162(m)  of the Code,  and to the  extent
required by Section 422 of the Code,  or any  successor  section,  but only with
respect to Incentive  Options,  no such amendment or revision shall increase the
maximum  number of  shares  in the  aggregate  which  are  subject  to this Plan
(subject,  however,  to the  provisions  of  Paragraphs  5 and 16)  without  the
approval or  ratification of the  shareholders of the Company,  and (ii) no such
amendment or revision shall change the option price (except as  contemplated  by
Paragraphs  5 and 16) or alter or  impair  any  option  which  shall  have  been
previously  granted  under this  Plan,  in a manner  adverse  to a  Participant,
without the consent of such Participant.

     As adopted by the Board of  Directors on October 6, 2004 and amended by the
Board of Directors on October 12, 2006.