AURIGA LABORATORIES,
INC.  



2007 Equity Incentive
Plan 



* * * * * 



        1.       Purpose.
The purpose of the Auriga Laboratories, Inc. 2007 Equity           Incentive Plan (the
“Plan”) is to further promote the interests of           Auriga
Laboratories, Inc. (the “Company”), its Subsidiaries (as           defined
below) and its stockholders by enabling the Company and its Subsidiaries           to
attract, retain and motivate employees, non-employee directors and           consultants,
and advisors or those who will become employees, non-employee           directors or
consultants and advisors, and to align the interests of those           individuals and
the Company’s stockholders.  




        2.       Certain
Definitions. For purposes of the Plan, the following terms shall           have the
meanings set forth below:  




            2.1.                 “Award” shall
mean an award or grant made to a Participant under           Sections 6, 7, 8 and/or 9 of
the Plan.  




            2.2.                 “Award
Agreement” shall mean the agreement executed by a Participant           pursuant to
Section 13.4 of the Plan in connection with the granting of an           Award.  




            2.3.                 “Board” shall
mean the Board of Directors of the Company, as           constituted from time to time.  




            2.4.                 “Code” shall
mean the Internal Revenue Code of 1986, as in effect and           as amended from time
to time, or any successor statute thereto, together with           any rules, regulations
and interpretations promulgated thereunder or with           respect thereto.  




            2.5.                 “Committee” shall
mean the compensation committee of the Board, if           any, otherwise the full Board
may act as the Committee.  




            2.6.                 “Common
Stock” shall mean the Common Stock, par value $0.001 per           share, of the
Company or any security of the Company issued by the Company in           substitution or
exchange therefor. In the event of a change in the Common Stock           that is limited
to a change in the designation thereof to “Capital           Stock” or other
similar designation, or to a change in the par value           thereof, or from par value
to no par value, without increase or decrease in the           number of issued shares,
the shares resulting from any such change shall be           deemed to be the Common
Stock for purposes of the Plan.  




            2.7.                 “Company” shall
mean Auriga Laboratories, Inc., a Delaware           corporation, or any successor
corporation to Auriga Laboratories, Inc.  




            2.8.                 “Covered
Employee” shall mean an employee of the Company who is, or           could be, a
“covered employee” within the meaning of Section 162(m) of           the Code.  













            2.9.                 “Fair
Market Value” of the Company’s Common Stock on a Trading           Day shall
mean the last reported sale price for Common Stock or, in case no such           reported
sale takes place on such Trading Day, the average of the closing bid           and asked
prices for the Common Stock for such Trading Day, in either case on           the
principal national securities exchange on which the Common Stock is listed           or
admitted to trading, or if the Common Stock is not listed or admitted to
          trading on any national securities exchange, but is traded in the
          over-the-counter market, the closing sale price of the Common Stock or, if no
          sale is publicly reported, the average of the closing bid and asked quotations
          for the Common Stock, as reported by the National Association of Securities
          Dealers Automated Quotation System (“NASDAQ”) or any comparable
system           or, if the Common Stock is not listed on NASDAQ or a comparable system,
the           closing sale price of the Common Stock or, if no sale is publicly reported,
the           average of the closing bid and asked prices, as furnished by two members of
the           National Association of Securities Dealers, Inc. who make a market in the
Common           Stock selected from time to time by the Company for that purpose. In
addition,           for purposes of this definition, a “Trading Day” shall
mean, if the           Common Stock is listed on any national securities exchange, a
business day           during which such exchange was open for trading and at least one
trade of Common           Stock was effected on such exchange on such business day, or,
if the Common           Stock is not listed on any national securities exchange but is
traded in the           over-the-counter market, a business day during which the
over-the-counter market           was open for trading and at least one “eligible
dealer” quoted both a           bid and asked price for the Common Stock. An “eligible
dealer” for any           day shall include any broker-dealer who quoted both a bid
and asked price for           such day, but shall not include any broker-dealer who
quoted only a bid or only           an asked price for such day. In the event the Company’s
Common Stock is not           publicly traded, the Fair Market Value of such Common Stock
shall be determined           by the Committee in good faith in whatever manner it
considers appropriate.  




            2.10.                 “Grant
Date” shall mean the date that an Award is granted, which may           not be any
date prior to the date the Compensation Committee takes action to           approve the
Award.  




            2.11.                 “Incentive
Stock Option” shall mean a Stock Option that is designated           as an Incentive
Stock Option and is intended to meet the requirements of Section           422 of the
Code.  




            2.12.                 “Non-Qualified
Stock Option” shall mean a Stock Option that is not an           Incentive Stock
Option.  




            2.13.                 “Participant” shall
mean any individual who is selected from time to           time under Section 5 to
receive an Award under the Plan.  




            2.14.                 “Performance-Based
Award” shall mean any Award that is granted           pursuant to Section 9 of the
Plan.  




            2.15.                 “Performance
Units” shall mean the monetary units granted under           Section 9 of the Plan
and the relevant Award Agreement.  




            2.16.                 “Plan” shall
mean the Auriga Laboratories, Inc. 2007 Equity Incentive           Plan, as set forth
herein and as in effect and as amended from time to time           (together with any
rules and regulations promulgated by the Board or the           Committee with respect
thereto).  




            2.17.                 “Qualified
Performance-Based Compensation” shall mean any compensation           awarded in
accordance with Section 9 that is intended to qualify as           “qualified
performance-based compensation” as described in Section           162(m) of the
Code.  




            2.18.                 “Restricted
Shares” shall mean the restricted shares of Common Stock           granted pursuant
to the provisions of Section 8 of the Plan and the relevant           Award Agreement.  













            2.19.                 “Restricted
Stock Unit” shall mean an Award granted to a Participant           pursuant to the
provisions of Section 8 of the Plan and the relevant Award           Agreement, except no
shares of Common Stock are actually awarded to the           Participant on the date of
grant.  




            2.20.                 “Stock
Appreciation Right” shall mean an Award described in Section           7.2 of the
Plan and granted pursuant to the provisions of Section 7 of the Plan.  




            2.21.                 “Stock
Option” shall mean an Award granted to a Participant pursuant           to Section 6
of the Plan.  




            2.22.                 “Subsidiary(ies)” shall
mean any corporation (other than the Company),           partnership or limited liability
company in an unbroken chain of entities,           including and beginning with the
Company, if each of such entities, other than           the last entity in the unbroken
chain, owns, directly or indirectly, more than           fifty percent (50%) of the
voting stock, partnership or membership interests in           one of the other entities
in such chain.  




            2.23.                 “Ten
Percent Holder” shall mean an employee of the Company or its           Subsidiaries
(together with persons whose stock ownership is attributed to such           employee
pursuant to Section 424(d) of the Code) who, at the time a Stock Option           is
granted, owns stock representing more than ten percent of the voting power of
          all classes of stock of the Company.  




        3.       Administration.  




            3.1.       General.
The Plan shall be administered by the Committee.  




            3.2.       Plan
Administration and Plan Rules. The Committee is authorized to           construe and
interpret the Plan and to promulgate, amend and rescind rules and           regulations
relating to the implementation and administration of the Plan.           Subject to the
terms and conditions of the Plan, the Committee shall make all           determinations
necessary or advisable for the implementation and administration           of the Plan
including, without limitation: (a) selecting the Plan’s           Participants; (b)
making Awards in such amounts and form as the Committee shall           determine; (c)
imposing such restrictions, terms and conditions upon such Awards           as the
Committee shall deem appropriate; and (d) correcting any technical           defect(s) or
technical omission(s), or reconciling any technical           inconsistency(ies), in the
Plan, any Award Agreement and/or any other applicable           agreement. The Committee
may designate persons other than members of the           Committee to carry out the
day-to-day ministerial administration of the Plan           under such conditions and
limitations as it may prescribe, except that the           Committee shall not delegate
its authority with regard to the selection for           participation in the Plan and/or
the granting of any Awards to Participants. The           Committee’s determinations
under the Plan need not be uniform and may be           made selectively among
Participants, whether or not such Participants are           similarly situated. Any
determination, decision or action of the Committee in           connection with the
construction, interpretation, administration, or           implementation of the Plan
shall be in the Committee’s discretion and shall           be final, conclusive and
binding upon all Participants and any person(s)           claiming under or through any
Participants. The Company shall effect the           granting of Awards under the Plan,
in accordance with the determinations made by           the Committee, by execution of
written agreements and/or other instruments in           such form as is approved by the
Committee.  











        4.       Term
of Plan/Common Stock Subject to Plan.  




            4.1.       Term.
Unless earlier terminated pursuant to Section 12.1 of the Plan, the           Plan shall
terminate on the tenth anniversary of the Board’s approval of           the Plan,
except with respect to Awards then outstanding. After such date no           further
Awards shall be granted under the Plan.  




            4.2.       Common
Stock. The maximum number of shares of Common Stock in respect of           which
Awards may be granted under the Plan, subject to adjustment as provided in
          Section 11.2 of the Plan, shall not exceed 2,000,000 shares of Common Stock. No
          more than 2,000,000 shares of Common Stock may be issued pursuant to the
          exercise of Incentive Stock Options. Common Stock which may be issued under the
          Plan may be either authorized and unissued shares or issued shares which have
          been reacquired by the Company (in the open-market or in private transactions)
          and which are being held as treasury shares. No fractional shares of Common
          Stock shall be issued under the Plan. Shares of Common Stock subject to an
Award           that expires unexercised, that is forfeited, terminated or canceled, that
is           settled in cash or other forms of property, or otherwise does not result in
the           issuance of shares of Common Stock, in whole or in part, shall thereafter
again           be available for grant under the Plan. If the exercise price of any Stock
Option           is satisfied by delivering shares of Common Stock to the Company (by
tender of           such shares or attestation) or by authorizing the Company to retain
shares of           Common Stock, only the number of shares of Common Stock delivered to
the           Participant net of shares of Common Stock delivered to the Company (by
tender or           attestation) or retained by the Company shall be deemed delivered for
purposes           of determining the maximum number of shares of Common Stock available
for grant           under the Plan. To the extent any shares of Common Stock subject to
an Award are           not delivered to a Participant because such shares are used to
satisfy an           applicable tax or other withholding obligations, such shares shall
not be deemed           to have been delivered for purposes of determining the maximum
number of shares           of Common Stock available for grant under the Plan. Shares of
Common Stock           purchased by the Company on the open market using proceeds from
Stock Option           exercises shall also be available for grants under the Plan;
provided, however,           that the increase in the number of shares of Common Stock
available for grant           pursuant to such market purchases shall not be greater than
the number that           could be repurchased at Fair Market Value on the date of
exercise of the Stock           Option giving rise to such proceeds.  




            4.3.       Limit
on Individual Awards. Subject to adjustment as provided in Section           11.2,
the maximum number of shares of Common Stock with respect to which: (a)           Stock
Options and Stock Appreciation Rights; (b) Restricted Stock, RSUs and           other
Awards that vest only if the Participant achieves Performance Goals           established
by the Committee in accordance with Section 162(m) of the Code; or           (c) any
combination of (a) and (b), may be granted during any year to any person           shall
be 500,000 shares of Common Stock.  




        5.       Eligibility.  




            5.1       Individuals
eligible for Awards under the Plan shall be determined by the Committee in its sole
discretion and shall be limited to the employees and non-employee directors of and
consultants and advisors to the Company and its Subsidiaries, whether nationals or
residents of the United States or foreign individuals, or those who will become employees
or non-employee directors of or consultants and advisors to the Company and its
Subsidiaries, whether nationals or residents of the United States or foreign individuals.
Eligible consultants and advisors must have or will provide bona fide services to the
Company, and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction.  













            5.2.                 Notwithstanding
any provision of the Plan to the contrary, in order to foster           and promote
achievement of the purposes of the Plan or to comply with the           provisions of
laws in other countries in which the Company and its Subsidiaries           operate or
have Employees, the Committee or its delegate, in its sole           discretion, shall
have the power and authority to: (a) determine which Employees           that are subject
to the tax laws of nations other than the United States are           eligible to
participate in the Plan; (b) modify the terms and conditions of any           Awards
granted to such Employees (including the grant of Stock Appreciation           Rights or
some other comparable form of award (“Substitute Award”);           and (c)
establish subplans, modified Stock Option exercise procedures and other           terms
and procedures to the extent such actions may be necessary or advisable.           Any
subplans established under this Article by the Committee shall be attached           to
this Plan as appendices. The terms of this Plan applicable to Stock Options
          shall apply with like effect to Stock Appreciation Rights, Restricted Stock
Unit           Awards, Performance-Based Awards and Substitute Awards to the extent
legally           permissible.  




        6.       Stock
Options.  




            6.1.       Grant.
Stock Options granted under the Plan shall be in respect of Common           Stock and
may be in the form of Incentive Stock Options or Non-Qualified Stock           Options (“Stock
Options”); provided, however, that an Incentive Stock           Option may only be
granted to an employee of the Company or its Subsidiaries and           no Incentive
Stock Option shall be granted more than ten years after the date           this Plan is
adopted by the Board.  




            6.2.       Terms
and Conditions. Stock Options shall be subject to the terms and           conditions
set forth in this Section 6 and any additional terms and conditions,           not
inconsistent with the express terms and provisions of the Plan, as the
          Committee shall set forth in the relevant Award Agreement. The Award Agreement
          pertaining to a Stock Option shall designate such Option as an Incentive Stock
          Option or a Non-Qualified Stock Option. Notwithstanding any such designation,
to           the extent that the aggregate Fair Market Value (determined as of the Grant
          Date) of Common Stock with respect to which Stock Options designated as
          Incentive Stock Options are exercisable for the first time by a Participant
          during any calendar year (under this Plan or any other plan of the Company, or
          any parent or subsidiary as defined in Section 424 of the Code) exceeds
          $100,000, such Stock Options shall constitute Non-Qualified Stock Options. For
          purposes of the preceding sentence, Incentive Stock Options shall be taken into
          account in the order in which they are granted.  




            6.3.       Exercise
Price. The exercise price per share of Common Stock subject to a           Stock
Option shall be determined by the Committee in its sole discretion at the           time
of grant and shall be indicated in the Participant’s Award Agreement;
          provided, however, that the Exercise Price shall be not less than one hundred
          percent (100%) of the Fair Market Value of a share of Common Stock on the Grant
          Date; and provided further, that the Exercise Price with respect to an
Incentive           Stock Option granted to a Ten Percent Holder shall not be less than
one           hundred-ten percent (110%) of the Fair Market Value of a share of Common
Stock           on the Grant Date such Stock Option is granted.  




            6.4.       Term.
The term of each Stock Option shall be such a period of time as is           fixed by the
Committee; provided, however, that the expiration date with respect           to a Stock
Option shall not be later than the tenth anniversary of its Grant           Date and the
expiration date with respect to an Incentive Stock Option granted           to a Ten
Percent Holder shall not be later than the fifth anniversary of its           Grant Date.  













            6.5.       Method
of Exercise. A Stock Option may be exercised, in whole or in part,           by
giving written notice of exercise to the Secretary of the Company or such           other
person as may be designated by the Committee specifying the number of           shares to
be purchased. Such notice shall be accompanied by payment in full of           the
exercise price in cash, by certified check, bank draft or money order           payable
to the order of the Company, or by any other mechanism permitted by the
          Committee in its sole discretion. Payment instruments shall be received by the
          Company subject to collection. The proceeds received by the Company upon
          exercise of any Stock Option may be used by the Company for general corporate
          purposes. Any portion of a Stock Option that is exercised may not be exercised
          again.  




        7.       Stock
Appreciation Rights.  




            7.1.       Terms
and Conditions. The grant of Stock Appreciation Rights under the           Plan shall
be subject to the terms and conditions set forth in this Section 7           and any
additional terms and conditions, not inconsistent with the express terms           and
provisions of the Plan, as the Committee shall set forth in the relevant           Award
Agreement.  




            7.2.       Stock
Appreciation Rights. A Stock Appreciation Right is an Award granted           with
respect to a specified number of shares of Common Stock entitling a           Participant
to receive an amount equal to the excess of the Fair Market Value of           a share of
Common Stock on the date of exercise over the Fair Market Value of a           share of
Common Stock on the date of grant of the Stock Appreciation Right,           multiplied
by the number of shares of Common Stock with respect to which the           Stock
Appreciation Right shall have been exercised.  




            7.3.       Grant.
A Stock Appreciation Right may be granted in addition to any other           Award under
the Plan or in tandem with or independent of a Stock Option.  




            7.4.       Date
of Exercisability. In respect of any Stock Appreciation Right           granted under
the Plan, unless otherwise: (a) determined by the Committee (in           its sole
discretion) at any time and from time to time in respect of any such           Stock
Appreciation Right; or (b) provided in the Award Agreement, a Stock
          Appreciation Right may be exercised by a Participant, in accordance with and
          subject to all of the procedures established by the Committee, in whole or in
          part at any time and from time to time during its specified term.
          Notwithstanding the preceding sentence, in no event shall a Stock Appreciation
          Right be exercisable prior to the exercisability of any Stock Option with which
          it is granted in tandem. The Committee may also provide, as set forth in the
          relevant Award Agreement and without limitation, that some Stock Appreciation
          Rights shall be automatically exercised and settled on one or more fixed dates
          specified therein by the Committee.  




            7.5.       Form
of Payment. Upon exercise of a Stock Appreciation Right, payment may           be
made in cash, in Restricted Shares or in shares of unrestricted Common Stock,
          or in any combination thereof, as the Committee, in its sole discretion, shall
          determine and provide in the relevant Award Agreement.  













            7.6.       Tandem
Grant. The right of a Participant to exercise a tandem Stock           Appreciation
Right shall terminate to the extent such Participant exercises the           Stock Option
to which such Stock Appreciation Right is related.  




        8.       Restricted
Shares and Restricted Stock Units.  




            8.1.       Terms
and Conditions. Awards of Restricted Shares and/or Restricted Stock           Units
shall be subject to the terms and conditions set forth in this Section 8           and
any additional terms and conditions, not inconsistent with the express terms
          and provisions of the Plan, as the Committee shall set forth in the relevant
          Award Agreement or other applicable agreement. Subject to the terms of the
Plan,           the Committee shall determine the number of Restricted Shares and/or
Restricted           Stock Units to be granted to a Participant and the Committee may
provide or           impose different terms and conditions on any particular Restricted
Shares and/or           Restricted Stock Units grant made to any Participant. With
respect to each           Participant receiving an Award of Restricted Shares, there
shall be issued a           stock certificate (or certificates) in respect of such
Restricted Shares. Such           stock certificate(s) shall be registered in the name of
the Participant, and           shall bear any required legends.  




            8.2.       Restricted
Share and/or Restricted Stock Unit Grants. A grant of           Restricted Shares is
an Award of shares of Common Stock granted to a           Participant, subject to such
restrictions, terms and conditions, if any, as the           Committee deems appropriate,
including, without limitation: (a) restrictions on           the sale, assignment,
transfer, hypothecation or other disposition of such           shares; (b) the
requirement that the Participant deposit such shares with the           Company while
such shares are subject to such restrictions; and (c) the           requirement that such
shares be forfeited upon termination of employment or           service for any reason or
for specified reasons within a specified period of           time (including, without
limitation, the failure to achieve designated           performance goals). Restricted
Stock Units shall be similar to Restricted Shares           except that no shares of
Common Stock are actually awarded to the Participant on           the date of grant.  




            8.3.       Restriction
Period. In accordance with Sections 8.1 and 8.2 of the Plan           and unless
otherwise determined by the Committee (in its sole discretion) at any           time and
from time to time, Restricted Shares and/or Restricted Stock Units           shall only
become unrestricted and vested in the Participant in accordance with           such
vesting schedule and any other applicable restrictions, terms and           conditions
relating to such Restricted Shares and/or Restricted Stock Units, if           any, as
the Committee may establish in the relevant Award Agreement or other           applicable
agreement (the “Restriction Period”). During the           Restriction Period,
such stock shall be and remain unvested and a Participant           may not sell, assign,
transfer, pledge, encumber or otherwise dispose of or           hypothecate such stock.
Upon satisfaction of the vesting schedule and any other           applicable
restrictions, terms and conditions, the Participant shall be entitled           to
receive the Restricted Shares and/or Restricted Stock Units or a portion
          thereof, as the case may be, as provided in Section 8.4 of the Plan.  




            8.4.       Payment
of Restricted Share and/or Restricted Stock Unit Grants. After           the
satisfaction and/or lapse of the restrictions, terms and conditions           established
by the Committee in respect of a grant of Restricted Shares, a new           certificate,
without the legend set forth in Section 8.1 hereof, for the number           of shares of
Common Stock which are no longer subject to such restrictions,           terms and
conditions shall, as soon as practicable thereafter, be delivered to           the
Participant. Except as otherwise provided in this Section 8 or under           applicable
law, Restricted Stock Units shall be paid on such date and in such           form (e.g.,
cash, shares, or a combination of cash and shares, or services           rendered or to
be rendered) as the Committee, in its sole discretion, shall           determine.  













            8.5.       Stockholder
Rights. A Participant shall have, with respect to the shares           of Common
Stock underlying a grant of Restricted Shares, all of the rights of a
          stockholder of such stock (except as such rights (including the right to
receive           dividends), in the Committee’s discretion, are limited or
restricted under           the Plan or in the relevant Award Agreement or in any other
applicable           agreement). Any stock dividends paid in respect of unvested
Restricted Shares           shall (to the extent the unvested Restricted Shares are
entitled to receive           dividends) be treated as additional Restricted Shares and
shall be subject to           the same restrictions and other terms and conditions that
apply to the unvested           Restricted Shares in respect of which such stock
dividends are issued. There           shall be no shareholder rights with respect to any
Restricted Stock Units           granted hereunder.  




        9.       Performance-Based
Awards.  




            9.1.       Terms
and Conditions. The Committee may grant Performance Units or other           Awards
as Performance-Based Awards. A Performance-Based Award may constitute           Qualified
Performance-Based Compensation if the applicable provisions of the           Plan and the
requirements of Section 162(m) of the Code are met. All           Performance-Based
Awards shall be subject to the terms and conditions set forth           in this Section 9
and any additional terms and conditions, not inconsistent with           the express
provisions of the Plan, as the Committee shall set forth in the           relevant Award
Agreement.  




            9.2.       Performance
Unit Grants. A Performance Unit is an Award of units (with           each unit
representing such monetary amount as is designated by the Committee in           the
Award Agreement) granted to a Participant, subject to such terms and           conditions
as the Committee deems appropriate, including, without limitation,           the
requirement that the Participant forfeit such units (or a portion thereof)           in
the event certain performance criteria or other conditions are not met within           a
designated period of time.  




            9.3.       Grants.
Performance-Based Awards may be granted alone or in addition to           any other
Awards under the Plan. Subject to the terms of the Plan, the Committee           shall
determine the number of Performance-Based Awards to be granted to a           Participant
and the Committee may impose different terms and conditions on any           particular
Performance-Based Awards granted to any Participant. To the extent           necessary to
comply with the Qualified Performance-Based Compensation           requirements of
Section 162(m)(4)(C) of the Code, with respect to any Award           which may be
granted to one or more Covered Employees, no later than ninety (90)           days
following the commencement of any fiscal year in question or any other
          designated fiscal period or period of service (or such other time as may be
          required or permitted by Section 162(m) of the Code), the Committee shall, in
          writing: (a) designate one or more Covered Employees to receive such Award; (b)
          select the Performance Period (as defined in Section 9.4 of the Plan) and the
          performance criteria applicable to the Performance Period; (c) establish the
          Performance Goals (as defined in Section 9.4 of the Plan), and amounts of such
          Awards, as applicable, which may be earned for such Performance Period; and (d)
          specify the relationship between performance criteria and the Performance Goals
          and the amounts of such Awards, as applicable, to be earned by each Covered
          Employee for such Performance Period. Following the completion of each
          Performance Period, the Committee shall certify in writing whether the
          applicable Performance Goals have been achieved for such Performance Period. In
          determining the amount earned by a Covered Employee, the Committee shall have
          the right to reduce or eliminate (but not to increase) the amount payable at a
          given level of performance to take into account additional factors that the
          Committee may deem relevant to the assessment of individual or corporate
          performance for the Performance Period.  













            9.4.       Performance
Goals and Performance Periods. Participants granted a           Performance-Based
Award shall be entitled to payment in respect of such Award to           the extent the
Company and/or the Participant achieves certain performance goals           (the “Performance
Goals”) during and in respect of a designated           performance period (the
“Performance Period”). The Performance Goals           and the Performance
Period shall be established by the Committee, in its sole           discretion. The
Committee shall establish Performance Goals for each Performance           Period prior
to, or as soon as practicable after, the commencement of such           Performance
Period. The Committee shall also establish a schedule or schedules           for
Performance-Based Awards setting forth the portion of the Award which will           be
earned or forfeited based on the degree of achievement, or lack thereof, of           the
Performance Goals at the end of the relevant Performance Period. In setting
          Performance Goals for Qualified Performance-Based Compensation, the Committee
          shall use the following measures for the Company, a Subsidiary, the Company and
          its Subsidiaries on a consolidated basis, or any business unit or division of
          the Company or a Subsidiary, whether singly or in comparison with peer
          companies, as the Committee shall determine at the time of grant: total
          shareholder return, return on equity, net earnings growth, sales or revenue
          growth, cash flow. In setting Performance Goals for Performance-Based Awards
not           intended to constitute Qualified Performance Based-Compensation, or for
purposes           of reducing (or eliminating) amounts earned under Awards constituting
Qualified           Performance-Based Compensation, the Committee may use any of the
foregoing           measures, comparisons to peer companies, individual or aggregate
Participant           performance or such other measure or measures of performance as the
Committee,           in its sole discretion, may deem appropriate. Such performance
measures shall be           defined as to their respective components and meaning by the
Committee (in its           sole discretion). During any Performance Period, the
Committee shall have the           authority to adjust the Performance Goals and/or the
Performance Period in such           manner as the Committee, in its sole discretion,
deems appropriate at any time           and from time to time, subject to the limitations
described in Section 9.3 of           the Plan for Awards constituting Qualified
Performance-Based Compensation.  




            9.5.       Payment
of Performance-Based Awards. With respect to each           Performance-Based Award,
the Participant shall, if the applicable Performance           Goals have been achieved,
or partially achieved during the relevant Performance           Period as determined by
the Committee, be entitled to receive payment in the           amount specified in such
Award, subject to any discretionary adjustments           permitted to be made by the
Committee. Payment in settlement of earned           Performance-Based Awards shall be
made as soon as practicable following the           conclusion of the respective
Performance Period in cash, in unrestricted Common           Stock, or in Restricted
Shares, or in any combination thereof, as the Committee           in its sole discretion,
shall determine and provide in the relevant Award           Agreement.  




            9.6.       Additional
Limitations. Notwithstanding any other provision of the Plan,           any Award
which is granted to a Covered Employee and is intended to constitute           Qualified
Performance-Based Compensation shall be subject to any additional           limitations
set forth in Section 162(m) of the Code (including any amendment to           Section
162(m) of the Code) or any regulations or rulings issued thereunder that           are
requirements for qualification as qualified performance-based compensation           as
described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed
          amended to the extent necessary to conform to such requirements.  













        10.       Non-transferability
of Awards. Unless otherwise provided in the           Participant’s Award
Agreement, no Award under the Plan or any Award           Agreement, and no rights or
interests herein or therein, shall or may be           assigned, transferred, sold,
exchanged, encumbered, pledged, or otherwise           hypothecated or disposed of,
except by testamentary disposition by the           Participant or pursuant to the laws
of intestate succession. No such interest           shall be subject to execution,
attachment or similar legal process, including,           without limitation, seizure for
the payment of the Participant’s debts,           judgments, alimony, or separate
maintenance.  




        11.       Changes
in Capitalization and Other Matters.  




            11.1.       No
Corporate Action Restriction. The existence of the Plan, any Award
          Agreement and/or the Awards granted hereunder shall not limit, affect or
          restrict in any way the right or power of the Board or the stockholders of the
          Company to make or authorize: (a) any adjustment, recapitalization,
          reorganization or other change in the Company’s or any Subsidiary’s
          capital structure or its business; (b) any merger, consolidation or change in
          the ownership of the Company or any Subsidiary; (c) any issue of bonds,
          debentures, capital, preferred or prior preference stocks ahead of or affecting
          the Company’s or any Subsidiary’s capital stock or the rights
thereof;           (d) any dissolution or liquidation of the Company or any Subsidiary;
(e) any           sale or transfer of all or any part of the Company’s or any
          Subsidiary’s assets or business; or (f) any other corporate act or
          proceeding by the Company or any Subsidiary. No Participant, beneficiary or any
          other person shall have any claim against any member of the Board, the
          Committee, the Company or any Subsidiary, or any employees, officers,
          stockholders or agents of the Company or any subsidiary, as a result of any
such           action.  




            11.2.       Changes
in Capital Structure. If: (a) the Company shall at any time be           involved in
a merger or other transaction in which the Shares are changed or           exchanged; (b)
the Company shall subdivide or combine its shares of Common Stock           or the
Company shall declare a dividend payable in shares of Common Stock, other
          securities, or other property; (c) the Company shall effect a cash dividend the
          amount of which exceeds ten percent (10%) of the Fair Market Value of a share
of           Common Stock at the time the dividend is declared, or the Company shall
effect           any other dividend or other distribution on the shares of Common Stock
in the           form of cash, or a repurchase of shares, that the Board determines by
resolution           is special or extraordinary in nature or that is in connection with
a           transaction that the Company characterizes publicly as a recapitalization or
          reorganization involving the Shares; or (d) any other event shall occur,
          including but not limited to any change in applicable laws or circumstances,
          which, in the case of this clause (d), in the judgment of the Committee
          necessitates an adjustment to prevent dilution or enlargement of the benefits
or           potential benefits intended to be made available under this Plan, then the
Board           or Committee shall, in such manner as it deems equitable, adjust any or
all of:           (w) the number and type of shares of Common Stock subject to this
Plan           (including the number and type of Shares described in limits on individual
          Awards in Section 4.3 of the Plan) and which may after the event be made the
          subject of Awards under this Plan; (x) the number and type of shares
          subject to outstanding Awards (or the amount of cash or property that shall be
          substituted for shares); (y) the exercise or grant price with respect to
          any Award; and (z) the Performance Goals specified in any Award, subject to the
          limitation on the Committee’s discretion with respect to Qualified
          Performance-Based Compensation. The Company shall give each Participant notice
          of an adjustment hereunder and, upon notice, such adjustment shall be
conclusive           and binding for all purposes. Notwithstanding the above, in the
event of any of           the following:  













	 	        (A) 	The
Company is merged into or consolidated with another corporation or entity;






	 	        (B) 	All
or substantially all of the assets of the Company are acquired by another person; or






	 	        (C) 	The
reorganization or liquidation of the Company,






the Board may, in its discretion and
upon at least ten (10) days advance notice to the affected persons, cancel any outstanding
Awards and cause the holders thereof to be paid, in cash or stock (including any stock of
a successor or acquirer), or any combination thereof, the value of such Awards as
determined by the Board (e.g., in the case of Stock Options, based upon the excess of the
value of a share of Common Stock over the exercise price per share); provided that, with
respect to an Award that is considered deferred compensation subject to Section 409A of
the Code, payment will only be made if the event constitutes a “change of
control” within the meaning of Section 409A of the Code (and the above shall be
deemed amended to conform to such definition) to the extent necessary to avoid the
application of additional tax under Code Section 409A. 



        12.       Amendment,
Suspension and Termination.  




            12.1.       In
General. The Board may suspend or terminate the Plan (or any portion
          thereof) at any time and may amend the Plan at any time and from time to time
in           such respects as the Board may deem advisable or in the best interests of
the           Company or any Subsidiary. No such amendment, suspension or termination
shall           materially and adversely affect the rights of any Participant under any
          outstanding Awards, without the consent of such Participant; provided, however,
          that the Board may amend the Plan, including, without limitation, retroactive
          amendments, without obtaining Participant consent if the Board determines that
          such amendment is necessary or desirable to avoid the imposition of taxes under
          Section 409A of the Code, to comply with any applicable law or the listing
          requirements of any principal securities exchange or market on which the shares
          of Common Stock are then traded or to preserve favorable accounting treatment
of           any Award for the Company.  




            12.2.       Award
Agreement Modifications. The Committee may, in its sole discretion,           amend
or modify at any time and from time to time the terms and provisions of           any
outstanding Award in any manner to the extent that the Committee under the           Plan
or any Award Agreement could have initially determined the restrictions,           terms
and provisions of such Award. No such amendment or modification shall
          materially and adversely affect the rights of any Participant under any Award
          without the consent of the Participant; provided, however, that the Committee
          may amend any Award Agreement, including, without limitation, retroactive
          amendments, without obtaining Participant consent if the Committee determines
          that such amendment is necessary or desirable to avoid the imposition of taxes
          under Section 409A of the Code, to comply with any applicable law or the
listing           requirements of any principal securities exchange or market on which
the shares           of Common Stock are then traded or to preserve favorable accounting
treatment of           any Award for the Company.  











        13.       Miscellaneous. 




            13.1.       Tax
Withholding. The Company shall have the right to deduct from any           payment or
settlement under the Plan, including, without limitation, the           exercise of any
Stock Option, or the delivery, transfer or vesting of Restricted           Shares or any
other Award, any federal, state, local, foreign or other taxes of           any kind
which the Committee, in its sole discretion, deems necessary to be           withheld to
comply with the Code and/or any other applicable law, rule or           regulation. In
addition, the Company shall have the right to require payment           from a
Participant to cover any applicable withholding or other employment taxes           due
upon any payment or settlement under the Plan.  




            13.2.       No
Right to Employment. Neither the adoption of the Plan, the granting of           any
Award, nor the execution of any Award Agreement, shall confer upon any
          employee, director or consultant of the Company or any Subsidiary any right to
          continued employment, Board membership or consulting relationship with the
          Company or any Subsidiary, as the case may be, nor shall it interfere in any
way           with the right, if any, of the Company or any Subsidiary to terminate the
          employment, directorship or consulting relationship of any employee, director
or           consultant at any time for any reason, even if such termination adversely
          affects such Participant’s Awards.  




            13.3.       Listing,
Registration and Other Legal Compliance. No Awards or shares of           the Common
Stock shall be required to be issued or granted under the Plan or any           Award
Agreement unless legal counsel for the Company shall be satisfied that           such
issuance or grant will be in compliance with all applicable securities laws           and
regulations and any other applicable laws or regulations. The Committee may
          require, as a condition of any payment or share issuance, that certain
          agreements, undertakings, representations, certificates, and/or information, as
          the Committee may deem necessary or advisable, be executed or provided to the
          Company to assure compliance with all such applicable laws or regulations.
          Certificates for shares of Common Stock delivered under the Plan may bear
          appropriate legends and may be subject to such stock-transfer orders and such
          other restrictions as the Committee may deem advisable under the rules,
          regulations, or other requirements of the Securities and Exchange Commission,
          any stock exchange upon which the Common Stock is listed, and any applicable
          securities law. In addition, if, at any time specified herein (or in any Award
          Agreement or otherwise) for: (a) the making of any Award, or the making of any
          determination; (b) the issuance or other distribution of Common Stock; or (c)
          the payment of amounts to or through a Participant with respect to any Award,
          any law, rule, regulation or other requirement of any governmental authority or
          agency shall require either the Company, any Subsidiary or any Participant (or
          any estate, designated beneficiary or other legal representative thereof) to
          take any action in connection with any such determination, any such shares to
be           issued or distributed, any such payment, or the making of any such
          determination, as the case may be, shall be deferred until such required action
          is taken.  




            13.4.       Award
Agreements. Each Participant receiving an Award under the Plan           shall enter
into an Award Agreement and any other agreement required by the           Committee with
the Company in such forms as specified by the Committee. Each           Participant shall
agree to the restrictions, terms and conditions of the Award           set forth therein
and in the Plan.  













            13.5.       Designation
of Beneficiary. Each Participant to whom an Award has been           made under the
Plan may designate a beneficiary or beneficiaries to exercise any           Stock Option
or to receive any payment which under the terms of the Plan and the           relevant
Award Agreement may become exercisable or payable on or after the           Participant’s
death. At any time, and from time to time, any such           designation may be changed
or cancelled by the Participant without the consent           of any such beneficiary.
Any such designation, change or cancellation must be on           a form provided for
that purpose by the Committee and shall not be effective           until received by the
Committee while the Participant is living. If no           beneficiary has been
designated by a deceased Participant, or if the designated           beneficiaries have
predeceased the Participant, the beneficiary shall be the           Participant’s
estate. If the Participant designates more than one           beneficiary, any payments
under the Plan to such beneficiaries shall be made in           equal shares unless the
Participant has expressly designated otherwise, in which           case the payments
shall be made in the shares designated by the Participant.  




            13.6.       Leaves
of Absence/Transfers. The Committee shall have the power to           promulgate
rules and regulations and to make determinations, as it deems           appropriate,
under the Plan in respect of any leave of absence from the Company           or any
Subsidiary granted to a Participant. Without limiting the generality of           the
foregoing, the Committee may determine whether any such leave of absence           shall
be treated as if the Participant has terminated employment with the           Company or
any Subsidiary. If a Participant transfers employment within the           Company, or to
or from any Subsidiary, or becomes a non-employee director of the           Company or a
Subsidiary, such Participant shall not be deemed to have terminated           employment
as a result of such transfer. If the Company fails to own at least           fifty
percent (50%) of the equity interests of a Subsidiary, the Participant           shall be
deemed to have terminated employment.  




            13.7.       Discretionary
Nature of Benefit. The issuance of an Award does not           entitle the
Participant to any benefit other than that granted under the Plan.           Any benefits
granted under the Plan are not part of the Participant’s           ordinary salary
and shall not be considered as part of such salary in the event           of severance,
redundancy or resignation. The benefits granted under the Plan are           entirely at
the grace and discretion of the Company and are not compensation for           past
performance.  




            13.8.       Transmission
of Private Data. The Participants agrees to the transfer of           any information
by his employer, to related corporations, including the Company,           relating to
his participation in the Plan.  




            13.9.       Governing
Law. The Plan and all actions taken thereunder shall be           governed by and
construed in accordance with the laws of the State of Delaware,           without
reference to the principles of conflict of laws thereof. Any titles and
          headings herein are for reference purposes only, and shall in no way limit,
          define or otherwise affect the meaning, construction or interpretation of any
          provisions of the Plan.  




            13.10.       Effective
Date. The Plan shall be effective as of the date of its           approval by the
Board.