EX 10.2


    EXHIBIT
      10.2

    


    SILVER
      RESERVE CORP.

    


    2006
      Stock Option Plan

    Adopted:
      April 20, 2006

    Approved
      By Stockholders: April 20, 2006

    Termination
      Date: April 20, 2016 [10 years after date of adoption]

    


    


    1.
      PURPOSES.

    


    (a)
      Eligible Stock Award Recipients. The persons eligible to receive Stock Awards
      are the Employees, Directors and Consultants of the Company and its
      Affiliates.

    


    (b)
      Available Stock Awards. The purpose of the Plan is to provide a means by which
      eligible recipients of Stock Awards may be given an opportunity to benefit
      from
      increases in value of the Common Stock through the granting of the following
      Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
      (iii) stock bonuses, and (iv) rights to acquire restricted stock.

    


    (c)
      General Purpose. The Company, by means of the Plan, seeks to retain the services
      of the group of persons eligible to receive Stock Awards, to secure and retain
      the services of new members of this group and to provide incentives for such
      persons to exert maximum efforts for the success of the Company and its
      Affiliates.

    


    2.
      DEFINITIONS.

    


    (a)
      "Affiliate" means any parent corporation or subsidiary corporation of the
      Company, whether now or hereafter existing, as those terms are defined in
      Sections 424(e) and (f), respectively, of the Code.

    


    (b)
      "Board" means the Board of Directors of the Company.

    


    (c)
      "Code" means the Internal Revenue Code of 1986, as amended.

    


    (d)
      "Committee" means a committee of one or more members of the Board appointed
      by
      the Board in accordance with Section 3(c).

    


    (e)
      "Common Stock" means the common stock of the Company.

    


    (f)
      "Company" means SILVER RESERVE CORP., a Delaware corporation.

      
        
           

        

        
            

          
            

          

        

        
           

        

      



    (g)
      "Consultant" means any person, including an advisor, (i) engaged by the Company
      or an Affiliate to render consulting or advisory services and who is compensated
      for such services or (ii) who is a member of the Board of Directors of an
      Affiliate. However, the term "Consultant" shall not include either Directors
      who
      are not compensated by the Company for their services as Directors or Directors
      who are merely paid a director's fee by the Company for their services as
      Directors.

    


    (h)
      "Continuous Service" means that the Participant's service with the Company
      or an
      Affiliate, whether as an Employee, Director or Consultant, is not interrupted
      or
      terminated. The Participant's Continuous Service shall not be deemed to have
      terminated merely because of a change in the capacity in which the Participant
      renders service to the Company or an Affiliate as an Employee, Consultant or
      Director or a change in the entity for which the Participant renders such
      service, provided that there is no interruption or termination of the
      Participant's service with the Company or an Affiliate. For example, a change
      in
      status from an Employee of the Company to a Consultant of an Affiliate or a
      Director will not constitute an interruption of Continuous Service. The Board
      or
      the chief executive officer of the Company, in that party's sole discretion,
      may
      determine whether Continuous Service shall be considered interrupted in the
      case
      of any leave of absence approved by that party, including sick leave, military
      leave or any other personal leave.

    


    (i)
      "Corporate Transaction" means the occurrence, in a single transaction or in
      a
      series of related transactions, of any one or more of the following
      events:

    


    (i)
      a
      sale, lease, licenseor other disposition of all or substantially all of the
      consolidated assets of the Company and its Subsidiaries;

    


    (ii)
      a
      sale or other disposition of at least ninety percent (90%) of the outstanding
      securities of the Company;

    


    (iii)
      a
      merger, consolidation or similar transaction following which the Company is
      not
      the surviving corporation; or

    


    (iv)
      a
      merger, consolidation or similar transaction following which the Company is
      the
      surviving corporation but the shares of Common Stock outstanding immediately
      preceding the merger, consolidation or similar transaction are converted or
      exchanged by virtue of the merger, consolidation or similar transaction into
      other property, whether in the form of securities, cash or
      otherwise.

    


    (j)
      "Covered Employee" means the chief executive officer and the four (4) other
      highest compensated officers of the Company for whom total compensation
      is


    
      
        
           

        

        
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    required
      to be reported to stockholders under the Exchange Act, as determined for
      purposes of Section 162(m) of the Code.

    


    (k)
      "Director" means a member of the Board of Directors of the Company.

    


    (l)
      "Disability" means the permanent and total disability of a person within the
      meaning of Section 22(e)(3) of the Code.

    


    (m)
      "Employee" means any person employed by the Company or an Affiliate. Mere
      service as a Director or payment of a director's fee by the Company or an
      Affiliate shall not be sufficient to constitute "employment" by the Company
      or
      an Affiliate.

    


    (n)
      "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

    


    (o)
      "Fair
      Market Value" means, as of any date, the value of the Common Stock determined
      as
      follows:

    


    (i)
      If
      the Common Stock is listed on any established stock exchange or traded on the
      Over-The-Counter Bulletin Board, the Nasdaq National Market, the Nasdaq SmallCap
      Market or the American Stock Exchange, the Fair Market Value of a share of
      Common Stock shall be the closing sales price for such stock (or the closing
      bid, if no sales were reported) as quoted on such exchange or market (or the
      exchange or market with the greatest volume of trading in the Common Stock)
      on
      the last market trading day prior to the day of determination, as reported
      in
      The Wall Street Journalor such other source as the Board deems
      reliable.

    


    (ii)
      In
      the absence of such markets for the Common Stock, the Fair Market Value shall
      be
      determined in good faith by the Board.

    


    (p)
      "Incentive Stock Option" means an Option intended to qualify as an incentive
      stock option within the meaning of Section 422 of the Code and the regulations
      promulgated thereunder.

    


    (q)
      "Non-Employee Director"means a Director who either (i) is not a current Employee
      or Officer of the Company or its parent or a subsidiary, does not receive
      compensation (directly or indirectly) from the Company or its parent or a
      subsidiary for services rendered as a consultant or in any capacity other than
      as a Director (except for an amount as to which disclosure would not be required
      under Item 404(a) of Regulation S-K promulgated pursuant to the Securities
      Act
      ("Regulation S-K")), does not possess an interest in any other transaction
      as to
      which disclosure would be required under Item 404(a) of Regulation S-K and
      is
      not engaged in a business relationship as to which disclosure would be
      required

      
        
           

        

        
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    under
      Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non-employee
      director" for purposes of Rule 16b-3.

    


    (r)
      "Nonstatutory Stock Option" means an Option not intended to qualify as an
      Incentive Stock Option.

    


    (s)
      "Officer" means a person who is an officer of the Company within the meaning
      of
      Section 16 of the Exchange Act and the rules and regulations promulgated
      thereunder.

    


    (t)
      "Option" means an Incentive Stock Option or a Nonstatutory Stock Option granted
      pursuant to the Plan.

    


    (u)
      "Option Agreement" means a written agreement between the Company and an
      Optionholder evidencing the terms and conditions of an individual Option grant.
      Each Option Agreement shall be subject to the terms and conditions of the
      Plan.

    


    (v)
      "Optionholder" means a person to whom an Option is granted pursuant to the
      Plan
      or, if applicable, such other person who holds an outstanding
      Option.

    


    (w)
      "Outside Director" means a Director who either (i) is not a current employee
      of
      the Company or an "affiliated corporation" (within the meaning of Treasury
      Regulations promulgated under Section 162(m) of the Code), is not a former
      employee of the Company or an "affiliated corporation" receiving compensation
      for prior services (other than benefits under a tax qualified pension plan),
      was
      not an officer of the Company or an "affiliated corporation" at any time and
      is
      not currently receiving direct or indirect remuneration from the Company or
      an
      "affiliated corporation" for services in any capacity other than as a Director
      or (ii) is otherwise considered an "outside director" for purposes of Section
      162(m) of the Code.

    


    (x)
      "Participant" means a person to whom a Stock Award is granted pursuant to the
      Plan or, if applicable, such other person who holds an outstanding Stock
      Award.

    


    (y)
      "Plan" means this ABC Corporation 2000 Equity Incentive Plan.

    


    (z)
      "Rule
      16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor
      to
      Rule 16b-3, as in effect from time to time.

    


    (aa)
      "Securities Act" means the Securities Act of 1933, as amended.


    
      
        
           

        

        
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    (bb)
      "Stock Award" means any right granted under the Plan, including an Option,
      a
      stock bonus, and a right to acquire restricted stock.

    


    (cc)
      "Stock Award Agreement" means a written agreement between the Company and a
      holder of a Stock Award evidencing the terms and conditions of an individual
      Stock Award grant. Each Stock Award Agreement shall be subject to the terms
      and
      conditions of the Plan.

    


    (dd)
      "Ten
      Percent Stockholder" means a person who Owns (or is deemed to Own pursuant
      to
      Section 424(d) of the Code) stock possessing more than ten percent (10%) of
      the
      total combined voting power of all classes of stock of the Company or of any
      of
      its Affiliates.

    


    3.
      ADMINISTRATION. 

    


    (a)
      Administration by Board. The Board shall administer the Plan unless and until
      the Board delegates administration to a Committee, as provided in Section
      3(c).

    


    (b)
      Powers of Board. The Board shall have the power, subject to, and within the
      limitations of, the express provisions of the Plan:

    


    (i)
      To
      determine from time to time which of the persons eligible under the Plan shall
      be granted Stock Awards; when and how each Stock Award shall be granted; what
      type or combination of types of Stock Award shall be granted; the provisions
      of
      each Stock Award granted (which need not be identical), including the time
      or
      times when a person shall be permitted to receive Common Stock pursuant to
      a
      Stock Award; and the number of shares of Common Stock with respect to which
      a
      Stock Award shall be granted to each such person.

    


    (ii)
      To
      construe and interpret the Plan and Stock Awards granted under it, and to
      establish, amend and revoke rules and regulations for its administration. The
      Board, in the exercise of this power, may correct any defect, omission or
      inconsistency in the Plan or in any Stock Award Agreement, in a manner and
      to
      the extent it shall deem necessary or expedient to make the Plan fully
      effective.

    


    (iii)
      To
      amend the Plan or a Stock Award as provided in Section 12. 

    


    (iv)
      To
      terminate or suspend the Plan as provided in Section 13.

    


    (v)
      Generally, to exercise such powers and to perform such acts as the Board deems
      necessary or expedient to promote the best interests of the Company which are
      not in conflict with the provisions of the Plan.


    
      
        
           

        

        
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    (c)
      Delegation to Committee.

    


    (i)
      General. The Board may delegate administration of the Plan to a Committee or
      Committees of one (1) or more members of the Board, and the term "Committee"
      shall apply to any person or persons to whom such authority has been delegated.
      If administration is delegated to a Committee, the Committee shall have, in
      connection with the administration of the Plan, the powers theretofore possessed
      by the Board, including the power to delegate to a subcommittee any of the
      administrative powers the Committee is authorized to exercise (and references
      in
      this Plan to the Board shall thereafter be to the Committee or subcommittee),
      subject, however, to such resolutions, not inconsistent with the provisions
      of
      the Plan, as may be adopted from time to time by the Board. The Board may
      abolish the Committee at any time and revest in the Board the administration
      of
      the Plan.

    


    (ii)
      Committee Composition when Common Stock is Publicly Traded. At such time as
      the
      Common Stock is publicly traded, in the discretion of the Board, a Committee
      may
      consist solely of two or more Outside Directors, in accordance with Section
      162(m) of the Code, and/or solely of two or more Non-Employee Directors, in
      accordance with Rule 16b-3. Within the scope of such authority, the Board or
      the
      Committee may (1) delegate to a committee of one or more members of the Board
      who are not Outside Directors the authority to grant Stock Awards to eligible
      persons who are either (a) not then Covered Employees and are not expected
      to be
      Covered Employees at the time of recognition of income resulting from such
      Stock
      Award or (b) not persons with respect to whom the Company wishes to comply
      with
      Section 162(m) of the Code and/or) (2) delegate to a committee of one or more
      members of the Board who are not Non-Employee Directors the authority to grant
      Stock Awards to eligible persons who are not then subject to Section16 of the
      Exchange Act.

    


    (d)
      Effect of Board's Decision. All determinations, interpretations and
      constructions made by the Board in good faith shall not be subject to review
      by
      any person and shall be final, binding and conclusive on all
      persons.

    


    4.
      SHARES
      SUBJECT TO THE PLAN. 

    


    (a)
      Share
      Reserve. Subject to the provisions of Section 11 relating to adjustments upon
      changes in Common Stock, the Common Stock that may be issued pursuant to Stock
      Awards shall not exceed in the aggregate Five Million (5,000,000) shares of
      Common Stock.

    


    (b)
      Evergreen Share Reserve Increase.


    
      
        
           

        

        
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    (i)
      Notwithstanding Section 4(a) hereof and subject to the provisions of Section
      11
      relating to adjustments upon changes in Common Stock, on the day of each annual
      meeting of stockholders of the Company (the "Calculation Date") for a period
      of
      nine (9) years, commencing with the annual meeting of stockholders in 2006,
      the
      aggregate number of shares of Common Stock that is available for issuance under
      the Plan shall automatically be increased by that number of shares equal to
      the
      least of (1) two percent (2%) of the Diluted Shares Outstanding; (2) Three
      Hundred Thousand (300,000) shares of Common Stock; or (3) such lesser number
      of
      shares as determined by the Board.

    


    (ii)
      "Diluted Shares Outstanding" shall mean, as of any date, (1) the number of
      outstanding shares of Common Stock of the Company on such Calculation Date,
      plus
      (2) the number of shares of Common Stock issuable upon such Calculation Date
      assuming the conversion of all outstanding Preferred Stock and convertible
      notes, plus (3) the additional number of dilutive Common Stock equivalent shares
      outstanding as the result of any options or warrants outstanding during the
      fiscal year, calculated using the treasury stock method.

    


    (c)
      Reversion of Shares to the Share Reserve. If any Stock Award shall for any
      reason expire or otherwise terminate, in whole or in part, without having been
      exercised in full, the shares of Common Stock not acquired under such Stock
      Award shall revert to and again become available for issuance under the
      Plan.

    


    (d)
      Source of Shares. The shares of Common Stock subject to the Plan may be unissued
      shares or reacquired shares, bought on the market or otherwise.

    


    5.
      ELIGIBILITY.

    


    (a)
      Eligibility for Specific Stock Awards. Incentive Stock Options may be granted
      only to Employees. Stock Awards other than Incentive Stock Options may be
      granted to Employees, Directors and Consultants.

    


    (b)
      Ten
      Percent Stockholders. 

    


    A
      Ten
      Percent Stockholder shall not be granted an Incentive Stock Option unless the
      exercise price of such Option is at least one hundred ten percent (110%) of
      the
      Fair Market Value of the Common Stock at the date of grant and the Option is
      not
      exercisable after the expiration of five (5) years from the date of
      grant.

    


    (c)
      Section 162(m) Limitation. Subject to the provisions of Section 11(a) relating
      to adjustments upon changes in the shares of Common Stock, no Employee shall
      be
      eligible to be granted Options covering more than Eight Hundred Thousand
      (800,000) shares of Common Stock during any calendar year.


    
      
        
           

        

        
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    (d)
      Consultants.

    


    A
      Consultant shall not be eligible for the grant of a Stock Award if, at the
      time
      of grant, a Form S-8 Registration Statement under the Securities Act ("Form
      S-8") is not available to register either the offer or the sale of the Company's
      securities to such Consultant because of the nature of the services that the
      Consultant is providing to the Company, or because the Consultant is not a
      natural person, or as otherwise provided by the rules governing the use of
      Form
      S-8, unless the Company determines both (i) that such grant (A) shall be
      registered in another manner under the Securities Act (e.g., on a Form S-3
      Registration Statement) or (B) does not require registration under the
      Securities Act in order to comply with the requirements of the Securities Act,
      if applicable, and (ii) that such grant complies with the securities laws of
      all
      other relevant jurisdictions. 

    


    6.
      OPTION
      PROVISIONS.

    


    Each
      Option shall be in such form and shall contain such terms and conditions as
      the
      Board shall deem appropriate. All Options shall be separately designated
      Incentive Stock Options or Nonstatutory Stock Options at the time of grant,
      and,
      if certificates are issued, a separate certificate or certificates will be
      issued for shares of Common Stock purchased on exercise of each type of Option.
      The provisions of separate Options need not be identical, but each Option shall
      include (through incorporation of provisions hereof by reference in the Option
      or otherwise) the substance of each of the following provisions:

    


    (a)
      Term.
      Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders,
      no
      Incentive Stock Option shall be exercisable after the expiration of ten (10)
      years from the date it was granted.

    


    (b)
      Exercise Price of an Incentive Stock Option. Subject to the provisions of
      Section 5(b) regarding Ten Percent Stockholders, the exercise price of each
      Incentive Stock Option shall be not less than one hundred percent (100%) of
      the
      Fair Market Value of the Common Stock subject to the Option on the date the
      Option is granted. Notwithstanding the foregoing, an Incentive Stock Option
      may
      be granted with an exercise price lower than that set forth in the preceding
      sentence if such Option is granted pursuant to an assumption or substitution
      for
      another option in a manner satisfying the provisions of Section 424(a) of the
      Code.

    


    (c)
      Exercise Price of a Nonstatutory Stock Option. The exercise price of each
      Nonstatutory Stock Option shall be not less than eighty-five percent (85%)
      of
      the Fair Market Value of the Common Stock subject to the Option on the date
      the
      Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option
      may be granted with an exercise price lower than that set forth in the
      preceding


    
      
        
           

        

        
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    sentence
      if such Option is granted pursuant to an assumption or substitution for another
      option in a manner satisfying the provisions of Section 424(a) of the
      Code.

    


    (d)
      Consideration. The purchase price of Common Stock acquired pursuant to an Option
      shall be paid, to the extent permitted by applicable statutes and regulations,
      either (i) in cash at the time the Option is exercised or (ii) at the discretion
      of the Board at the time of the grant of the Option (or subsequently in the
      case
      of a Nonstatutory Stock Option) (1) by delivery to the Company of other Common
      Stock, (2) according to a deferred payment or other similar arrangement with
      the
      Optionholder, or (3) in any other form of legal consideration that may be
      acceptable to the Board. Unless otherwise specifically provided in the Option,
      the purchase price of Common Stock acquired pursuant to an Option that is paid
      by delivery to the Company of other Common Stock acquired, directly or
      indirectly from the Company, shall be paid only by shares of the Common Stock
      of
      the Company that have been held for more than six (6) months (or such longer
      or
      shorter period of time required to avoid a charge to earnings for financial
      accounting purposes). At any time that the Company is incorporated in Delaware,
      payment of the Common Stock's "par value," as defined in the Delaware General
      Corporation Law, shall not be made by deferred payment.

    


    In
      the
      case of any deferred payment arrangement, interest shall be compounded at least
      annually and shall be charged at the minimum rate of interest necessary to
      avoid
      the treatment as interest, under any applicable provisions of the Code, of
      any
      amounts other than amounts stated to be interest under the deferred payment
      arrangement. 

    


    (e)
      Transferability of an Incentive Stock Option. An Incentive Stock Option shall
      not be transferable except by will or by the laws of descent and distribution
      and shall be exercisable during the lifetime of the Optionholder only by the
      Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering
      written notice to the Company, in a form satisfactory to the Company, designate
      a third party who, in the event of the death of the Optionholder, shall
      thereafter be entitled to exercise the Option.

    


    (f)
      Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock Option
      shall be transferable to the extent provided in the Option Agreement. If the
      Nonstatutory Stock Option does not provide for transferability, then the
      Nonstatutory Stock Option shall not be transferable except by will or by the
      laws of descent and distribution and shall be exercisable during the lifetime
      of
      the Optionholder only by the Optionholder. Notwithstanding the foregoing, the
      Optionholder may, by delivering written notice to the Company, in a
      form


    
      
        
           

        

        
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    satisfactory
      to the Company, designate a third party who, in the event of the death of the
      Optionholder, shall thereafter be entitled to exercise the Option.

    


    (g)
      Vesting Generally. The total number of shares of Common Stock subject to an
      Option may, but need not, vest and therefore become exercisable in periodic
      installments that may, but need not, be equal. The Option may be subject to
      such
      other terms and conditions on the time or times when it may be exercised (which
      may be based on performance or other criteria) as the Board may deem
      appropriate. The vesting provisions of individual Options may vary. The
      provisions of this Section 6(g) are subject to any Option provisions governing
      the minimum number of shares of Common Stock as to which an Option may be
      exercised.

    


    (h)
      Termination of Continuous Service. In the event an Optionholder's Continuous
      Service terminates (other than upon the Optionholder's death or Disability),
      the
      Optionholder may exercise his or her Option (to the extent that the Optionholder
      was entitled to exercise such Option as of the date of termination) but only
      within such period of time ending on the earlier of (i) the date three (3)
      months following the termination of the Optionholder's Continuous Service (or
      such longer or shorter period specified in the Option Agreement), or (ii) the
      expiration of the term of the Option as set forth in the Option Agreement.
      If,
      after termination, the Optionholder does not exercise his or her Option within
      the time specified in the Option Agreement, the Option shall
      terminate.

    


    (i)
      Extension of Termination Date. An Optionholder's Option Agreement may also
      provide that if the exercise of the Option following the termination of the
      Optionholder's Continuous Service (other than upon the Optionholder's death
      or
      Disability) would be prohibited at any time solely because the issuance of
      shares of Common Stock would violate the registration requirements under the
      Securities Act, then the Option shall terminate on the earlier of (i) the
      expiration of the term of the Option set forth in Section 6(a) or (ii) the
      expiration of a period of three (3) months after the termination of the
      Optionholder's Continuous Service during which the exercise of the Option would
      not be in violation of such registration requirements.

    


    (j)
      Disability of Optionholder. In the event that an Optionholder's Continuous
      Service terminates as a result of the Optionholder's Disability, the
      Optionholder may exercise his or her Option (to the extent that the Optionholder
      was entitled to exercise such Option as of the date of termination), but only
      within such period of time ending on the earlier of (i) the date twelve (12)
      months following such termination (or such longer or shorter period specified
      in
      the Option Agreement) or (ii) the expiration of the term of the Option as set
      forth in the Option Agreement. If, after termination, the Optionholder does
      not
      exercise his or her Option within the time specified herein, the Option shall
      terminate.

      
        
           

        

        
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    (k)
      Death
      of Optionholder. In the event (i) an Optionholder's Continuous Service
      terminates as a result of the Optionholder's death or (ii) the Optionholder
      dies
      within the period (if any) specified in the Option Agreement after the
      termination of the Optionholder's Continuous Service for a reason other than
      death, then the Option may be exercised (to the extent the Optionholder was
      entitled to exercise such Option as of the date of death) by the Optionholder's
      estate, by a person who acquired the right to exercise the Option by bequest
      or
      inheritance or by a person designated to exercise the option upon the
      Optionholder's death pursuant to Section 6(e) or 6(f), but only within the
      period ending on the earlier of (1) the date eighteen (18) months following
      the
      date of death (or such longer or shorter period specified in the Option
      Agreement) or (2) the expiration of the term of such Option as set forth in
      the
      Option Agreement. If, after death, the Option is not exercised within the time
      specified herein, the Option shall terminate.

    


    (l)
      Early
      Exercise. The Option may, but need not, include a provision whereby the
      Optionholder may elect at any time before the Optionholder's Continuous Service
      terminates to exercise the Option as to any part or all of the shares of Common
      Stock subject to the Option prior to the full vesting of the Option. Any
      unvested shares of Common Stock so purchased may be subject to a repurchase
      option in favor of the Company or to any other restriction the Board determines
      to be appropriate. The Company will not exercise its repurchase option until
      at
      least six (6) months (or such longer or shorter period of time required to
      avoid
      a charge to earnings for financial accounting purposes) have elapsed following
      exercise of the Option unless the Board otherwise specifically provides in
      the
      Option.

    


    7.
      PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

    


    (a)
      Stock
      Bonus Awards. Each stock bonus agreement shall be in such form and shall contain
      such terms and conditions as the Board shall deem appropriate. The terms and
      conditions of stock bonus agreements may change from time to time, and the
      terms
      and conditions of separate stock bonus agreements need not be identical, but
      each stock bonus agreement shall include (through incorporation of provisions
      hereof by reference in the agreement or otherwise) the substance of each of
      the
      following provisions: 

    


    (i)
      Consideration. A stock bonus may be awarded in consideration for past services
      actually rendered to the Company or an Affiliate for its benefit;

    


    (ii)
      Vesting. Shares of Common Stock awarded under the stock bonus agreement may,
      but
      need not, be subject to a share repurchase option in favor of the Company in
      accordance with a vesting schedule to be determined by the
      Board;


    
      
        
           

        

        
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    (iii)
      Termination of Participant's Continuous Service. In the event a Participant's
      Continuous Service terminates, the Company may reacquire any or all of the
      shares of Common Stock held by the Participant which have not vested as of
      the
      date of termination under the terms of the stock bonus agreement;
      and

    


    (iv)
      Transferability. Rights to acquire shares of Common Stock under the stock bonus
      agreement shall be transferable by the Participant only upon such terms and
      conditions as are set forth in the stock bonus agreement, as the Board shall
      determine in its discretion, so long as Common Stock awarded under the stock
      bonus agreement remains subject to the terms of the stock bonus
      agreement.

    


    (b)
      Restricted Stock Awards. Each restricted stock purchase agreement shall be
      in
      such form and shall contain such terms and conditions as the Board shall deem
      appropriate. The terms and conditions of the restricted stock purchase
      agreements may change from time to time, and the terms and conditions of
      separate restricted stock purchase agreements need not be identical, but each
      restricted stock purchase agreement shall include (through incorporation of
      provisions hereof by reference in the agreement or otherwise) the substance
      of
      each of the following provisions:

    


    (i)
      Purchase Price. The purchase price under each restricted stock purchase
      agreement shall be such amount as the Board shall determine and designate in
      such restricted stock purchase agreement. The purchase price of restricted
      stock
      awards shall not be less than eighty-five percent (85%) of the Common Stock's
      Fair Market Value on the date such award is made or at the time the purchase
      is
      consummated;

    


    (ii)
      Consideration. The purchase price of Common Stock acquired pursuant to the
      restricted stock purchase agreement shall be paid either: (i) in cash at the
      time of purchase; (ii) at the discretion of the Board, according to a deferred
      payment or other similar arrangement with the Participant; or (iii) in any
      other
      form of legal consideration that may be acceptable to the Board in its
      discretion; provided, however, that at any time that the Company is incorporated
      in Delaware, then payment of the Common Stock's "par value," as defined in
      the
      Delaware General Corporation Law, shall not be made by deferred
      payment;

    


    (iii)
      Vesting. Shares of Common Stock acquired under the restricted stock purchase
      agreement may, but need not, be subject to a share repurchase option in favor
      of
      the Company in accordance with a vesting schedule to be determined by the
      Board.;

    


    (iv)
      Termination of Participant's Continuous Service. In the event a Participant's
      Continuous Service terminates, the Company may repurchase or otherwise reacquire
      any or all of the shares of Common Stock held by the Participant
      which


    
      
        
           

        

        
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    have
      not
      vested as of the date of termination under the terms of the restricted stock
      purchase agreement; and

    


    (v)
      Transferability. Rights to acquire shares of Common Stock under the restricted
      stock purchase agreement shall be transferable by the Participant only upon
      such
      terms and conditions as are set forth in the restricted stock purchase
      agreement, as the Board shall determine in its discretion, so long as Common
      Stock awarded under the restricted stock purchase agreement remains subject
      to
      the terms of the restricted stock purchase agreement.

    


    8.
      COVENANTS OF THE COMPANY.

    


    (a)
      Availability of Shares. During the terms of the Stock Awards, the Company shall
      keep available at all times the number of shares of Common Stock required to
      satisfy such Stock Awards.

    


    (b)
      Securities Law Compliance. The Company shall seek to obtain from each regulatory
      commission or agency having jurisdiction over the Plan such authority as may
      be
      required to grant Stock Awards and to issue and sell shares of Common Stock
      upon
      exercise of the Stock Awards; provided, however, that this undertaking shall
      not
      require the Company to register under the Securities Act the Plan, any Stock
      Award or any Common Stock issued or issuable pursuant to any such Stock Award.
      If, after reasonable efforts, the Company is unable to obtain from any such
      regulatory commission or agency the authority which counsel for the Company
      deems necessary for the lawful issuance and sale of Common Stock under the
      Plan,
      the Company shall be relieved from any liability for failure to issue and sell
      Common Stock upon exercise of such Stock Awards unless and until such authority
      is obtained.

    


    9.
      USE OF
      PROCEEDS FROM STOCK. 

    


    Proceeds
      from the sale of Common Stock pursuant to Stock Awards shall constitute general
      funds of the Company.

    


    10.
      MISCELLANEOUS

    


    (a)
      Acceleration of Exercisability and Vesting. The Board shall have the power
      to
      accelerate the time at which a Stock Award may first be exercised or the time
      during which a Stock Award or any part thereof will vest in accordance with
      the
      Plan, notwithstanding the provisions in the Stock Award stating the time at
      which it may first be exercised or the time during which it will
      vest.

    


    (b)
      Stockholder Rights. No Participant shall be deemed to be the holder of, or
      to
      have any of the rights of a holder with respect to, any shares of Common
      Stock


    
      
        
           

        

        
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    subject
      to such Stock Award unless and until such Participant has satisfied all
      requirements for exercise of the Stock Award pursuant to its terms.

    


    (c)
      No
      Employment or other Service Rights. Nothing in the Plan or any instrument
      executed or Stock Award granted pursuant thereto shall confer upon any
      Participant any right to continue to serve the Company or an Affiliate in the
      capacity in effect at the time the Stock Award was granted or shall affect
      the
      right of the Company or an Affiliate to terminate (i) the employment of an
      Employee with or without notice and with or without Cause, (ii) the service
      of a
      Consultant pursuant to the terms of such Consultant's agreement with the Company
      or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of
      the
      Company or an Affiliate, and any applicable provisions of the corporate law
      of
      the state in which the Company or the Affiliate is incorporated, as the case
      may
      be.

    


    (d)
      Incentive Stock Option $100,000 Limitation. To the extent that the aggregate
      Fair Market Value (determined at the time of grant) of Common Stock with respect
      to which Incentive Stock Options are exercisable for the first time by any
      Optionholder during any calendar year (under all plans of the Company and its
      Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or
      portions thereof which exceed such limit (according to the order in which they
      were granted) shall be treated as Nonstatutory Stock Options.

    


    (e)
      Investment Assurances. The Company may require a Participant, as a condition
      of
      exercising or acquiring Common Stock under any Stock Award, (i) to give written
      assurances satisfactory to the Company as to the Participant's knowledge and
      experience in financial and business matters and/or to employ a purchaser
      representative reasonably satisfactory to the Company who is knowledgeable
      and
      experienced in financial and business matters and that he or she is capable
      of
      evaluating, alone or together with the purchaser representative, the merits
      and
      risks of exercising the Stock Award; and (ii) to give written assurances
      satisfactory to the Company stating that the Participant is acquiring Common
      Stock subject to the Stock Award for the Participant's own account and not
      with
      any present intention of selling or otherwise distributing the Common Stock.
      The
      foregoing requirements, and any assurances given pursuant to such requirements,
      shall be inoperative if (1) the issuance of the shares of Common Stock upon
      the
      exercise or acquisition of Common Stock under the Stock Award has been
      registered under a then currently effective registration statement under the
      Securities Act or (2) as to any particular requirement, a determination is
      made
      by counsel for the Company that such requirement need not be met in the
      circumstances under the then applicable securities laws. The Company may, upon
      advice of counsel to the Company, place legends on stock certificates issued
      under the Plan as such counsel deems necessary or appropriate in
      order


    
      
        
           

        

        
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    to
      comply
      with applicable securities laws, including, but not limited to, legends
      restricting the transfer of the Common Stock.

    


    (f)
      Withholding Obligations. To the extent provided by the terms of a Stock Award
      Agreement, the Participant may satisfy any federal, state or local tax
      withholding obligation relating to the exercise or acquisition of Common Stock
      under a Stock Award by any of the following means (in addition to the Company's
      right to withhold from any compensation paid to the Participant by the Company)
      or by a combination of such means: (i) tendering a cash payment; (ii)
      authorizing the Company to withhold shares of Common Stock from the shares
      of
      Common Stock otherwise issuable to the Participant as a result of the exercise
      or acquisition of Common Stock under the Stock Award, provided, however, that
      no
      shares of Common Stock are withheld with a value exceeding the minimum amount
      of
      tax required to be withheld by law; or (iii) delivering to the Company owned
      and
      unencumbered shares of Common Stock.

    


    11.
      ADJUSTMENTS UPON CHANGES IN STOCK.

    


    (a)
      Capitalization Adjustments. If any change is made in, or other event occurs
      with
      respect to, the Common Stock subject to the Plan, or subject to any Stock Award,
      without the receipt of consideration by the Company (through merger,
      consolidation, reorganization, recapitalization, reincorporation, stock
      dividend, dividend in property other than cash, stock split, liquidating
      dividend, combination of shares, exchange of shares, change in corporate
      structure or other transaction not involving the receipt of consideration by
      the
      Company), the Plan will be appropriately adjusted in the class(es) and maximum
      number of securities subject to the Plan pursuant to Section 4(a) and 4(b)
      and
      the maximum number of securities subject to award to any person pursuant to
      Section 5(c), and the outstanding Stock Awards will be appropriately adjusted
      in
      the class(es) and number of securities and price per share of Common Stock
      subject to such outstanding Stock Awards. The Board shall make such adjustments,
      and its determination shall be final, binding and conclusive. (The conversion
      of
      any convertible securities of the Company shall not be treated as a transaction
      "without receipt of consideration" by the Company.)

    


    (b)
      Dissolution or Liquidation. In the event of a dissolution or liquidation of the
      Company, then all outstanding Stock Awards shall terminate immediately prior
      to
      the completion of such dissolution or liquidation.

    


    (c)
      Corporate Transaction. In the event of a Corporate Transaction, any surviving
      corporation or acquiring corporation may assume any or all Stock Awards
      outstanding under the Plan or may substitute similar stock awards for Stock
      Awards outstanding under the Plan (it being understood that similar stock awards
      include awards to acquire the same consideration paid to the


    
      
        
           

        

        
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    stockholders
      or the Company, as the case may be, pursuant to the Corporate Transaction).
      In
      the event any surviving corporation or acquiring corporation does not assume
      any
      or all such outstanding Stock Awards or substitute similar stock awards for
      such
      outstanding Stock Awards, then with respect to Stock Awards that have been
      neither assumed nor substituted and that are held by Participants whose
      Continuous Service has not terminated prior to the effective time of the
      Corporate Transaction, the vesting of such Stock Awards (and, if applicable,
      the
      time during at which such Stock Awards may be exercised) shall (contingent
      upon
      consummation of such Corporate Transaction) be accelerated in full to a date
      prior to the consummation of such Corporate Transaction as the Board shall
      determine (or, if the Board shall not determine such a date, to the date that
      is
      five (5) days prior to the consummation of the Corporate Transaction), and
      the
      Stock Awards shall terminate if not exercised (if applicable) at or prior to
      such event effective time. With respect to any other Stock Awards outstanding
      under the Plan, that have been neither assumed nor substituted, the vesting
      of
      such Stock Awards (and, if applicable, the time at which such Stock Award may
      be
      exercised) shall not be accelerated unless otherwise provided in a written
      agreement between the Company or any Affiliate and the holder of such Stock
      Award, and such Stock Awards shall terminate if not exercised (if applicable)
      prior to the effective time of the Corporate Transaction.

    


    12.
      AMENDMENT OF THE PLAN AND STOCK AWARDS.

    


    (a)
      Amendment of Plan. The Board at any time, and from time to time, may amend
      the
      Plan. However, except as provided in Section 11 relating to adjustments upon
      changes in Common Stock, no amendment shall be effective unless approved by
      the
      stockholders of the Company to the extent stockholder approval is necessary
      to
      satisfy the requirements of Section 422 of the Code.

    


    (b)
      Stockholder Approval. The Board may, in its sole discretion, submit any other
      amendment to the Plan for stockholder approval, including, but not limited
      to,
      amendments to the Plan intended to satisfy the requirements of Section 162(m)
      of
      the Code and the regulations thereunder regarding the exclusion of
      performance-based compensation from the limit on corporate deductibility of
      compensation paid to certain executive officers.

    


    (c)
      Contemplated Amendments. It is expressly contemplated that the Board may amend
      the Plan in any respect the Board deems necessary or advisable to provide
      eligible Employees with the maximum benefits provided or to be provided under
      the provisions of the Code and the regulations promulgated thereunder relating
      to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock
      Options granted under it into compliance therewith.


    
      
        
           

        

        
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    (d)
      No
      Impairment of Rights. Rights under any Stock Award granted before amendment
      of
      the Plan shall not be impaired by any amendment of the Plan unless (i) the
      Company requests the consent of the Participant and (ii) the Participant
      consents in writing.

    


    (e)
      Amendment of Stock Awards. The Board at any time, and from time to time, may
      amend the terms of any one or more Stock Awards; provided, however, that the
      rights under any Stock Award shall not be impaired by any such amendment unless
      (i) the Company requests the consent of the Participant and (ii) the Participant
      consents in writing.

    


    13.
      TERMINATION OR SUSPENSION OF THE PLAN.

    


    (a)
      Plan
      Term. The Board may suspend or terminate the Plan at any time. Unless sooner
      terminated, the Plan shall terminate on the day before the tenth (10th)
      anniversary of the date the Plan is adopted by the Board or approved by the
      stockholders of the Company, whichever is earlier. No Stock Awards may be
      granted under the Plan while the Plan is suspended or after it is
      terminated.

    


    (b)
      No
      Impairment of Rights. Suspension or termination of the Plan shall not impair
      rights and obligations under any Stock Award granted while the Plan is in effect
      except with the written consent of the Participant.

    


    14.
      EFFECTIVE DATE OF PLAN.

    


    The
      Plan
      shall become effective as determined by the Board, but no Stock Award shall
      be
      exercised (or, in the case of a stock bonus, shall be granted) unless and until
      the Plan has been approved by the stockholders of the Company, which approval
      shall be within twelve (12) months before or after the date the Plan is adopted
      by the Board.

    


    15.
      CHOICE OF LAW.

    


    The
      law
      of the State of Delaware shall govern all questions concerning the construction,
      validity and interpretation of this Plan, without regard to such state's
      conflict of laws rules.

    
      
         

      

        -17-