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                                                                    EXHIBIT 10.1



                         SHOPOFF PROPERTIES TRUST, INC.

                           2007 EQUITY INCENTIVE PLAN

                          (EFFECTIVE AUGUST 29, 2007)

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                         SHOPOFF PROPERTIES TRUST, INC.

                           2007 EQUITY INCENTIVE PLAN

                          (EFFECTIVE AUGUST 29, 2007)

            Shopoff Properties Trust, Inc. hereby adopts in its entirety the
Shopoff Properties Trust, Inc. 2007 Equity Incentive ("Plan"), as of
August 29, 2007 ("Plan Adoption Date"). Unless otherwise defined, terms with
initial capital letters are defined in Section 2 below.


                                    SECTION 1
                             BACKGROUND AND PURPOSE

1.1 Background The Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights (SARs), Performance Shares
and Restricted Stock.

1.2 Purpose of the Plan The Plan is intended to attract, motivate and retain the
following individuals: (a) employees of the Company or its Affiliates; (b)
consultants who provide significant services to the Company or its Affiliates
and (c) directors of the Company or any of its Affiliates who are employees of
neither the Company nor any Affiliate. The Plan is also designed to encourage
stock ownership by such individuals, thereby aligning their interests with those
of the Company's shareholder.

                                    SECTION 2
                                   DEFINITIONS

         The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:

2.1 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
Reference to a specific section of the Exchange Act shall include such section,
any valid rules or regulations promulgated under such section, and any
comparable provisions of any future legislation, rules or regulations amending,
supplementing or superseding any such section, rule or regulation.

2.2 "Administrator" means, collectively the Board, and/or one or more
Committees, and/or one or more executive officers of the Company designated by
the Board to administer the Plan or specific portions thereof; provided,
however, that Awards may not be made by executive officers.

2.3 "Affiliate" means any corporation or any other entity (including, but not
limited to, Subsidiaries, partnerships and joint ventures) controlling,
controlled by, or under common control with the Company.

2.4 "Applicable Law" means the legal requirements relating to the administration
of Options, SARs, Performance Shares and Restricted Stock and similar incentive
plans under any


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applicable laws, including but not limited to federal and state employment,
labor, privacy and securities laws, the Code, and applicable rules and
regulations promulgated by the NASDAQ, New York Stock Exchange, American Stock
Exchange or the requirements of any other stock exchange or quotation system
upon which the Shares may then be listed or quoted.

2.5 "Award" means, individually or collectively, a grant under the Plan of
Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock
and/or Performance Shares.

2.6 "Award Agreement" means the written agreement setting forth the terms and
provisions applicable to each Award granted under the Plan, including the Grant
Date.

2.7 "Board" or "Board of Directors" means the Board of Directors of the Company.

2.8 "Change in Control" means the occurrence of any of the following events:

      (a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented by the
Company's then outstanding voting securities;

      (b) The consummation of the sale or disposition by the Company of all or
substantially all of the Company's assets;

      (c) The consummation of a liquidation or dissolution of the Company;

      (d) A change in the composition of the Board occurring within a two-year
period, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" means directors who either (A) are
Directors as of the Plan Effective Date, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the
Directors at the time of such election or nomination (but will not include an
individual whose election or nomination is in connection with an actual or
threatened proxy contest relating to the election of Directors);

      (e) The consummation of a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation; or

      (f) Other events specified by the Administrator in the Participant's Award
Agreement.

2.9 "Code" means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code or regulation thereunder shall include such section
or regulation, any valid


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regulation promulgated under such section, and any comparable provision of any
future legislation or regulation amending, supplementing or superseding such
section or regulation.

2.10 "Committee" means any committee appointed by the Board of Directors to
administer the Plan.

2.11 "Company" means Shopoff Properties Trust, Inc., a Maryland corporation, or
any successor thereto.

2.12 "Consultant" means any consultant, independent contractor or other person
who provides significant services to the Company or its Affiliates or any
employee or affiliate of any of the foregoing, but who is neither an Employee
nor a Director.

2.13 "Continuous Status" as an Employee or Consultant means that a Participant's
employment or service relationship with the Company or any Affiliate is not
interrupted or terminated. "Continuous Status" shall not be considered
interrupted in the following cases: (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company and any Subsidiary or successor. A leave of absence approved by the
Company shall include sick leave, military leave or any other personal leave
approved by an authorized representative of the Company. For purposes of
Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract.
If such reemployment is not so guaranteed, then on the one hundred eighty-first
(181st) day of such leave any Incentive Stock Option held by the Participant
shall cease to be treated as an Incentive Stock Option and shall be treated for
tax purposes as a Nonqualified Stock Option.

2.14 "Director" means any individual who is a member of the Board of Directors
of the Company or an Affiliate of the Company.

2.15 "Disability" means a permanent and total disability within the meaning of
Section 22(e)(3) of the Code, provided that in the case of Awards other than
Incentive Stock Options, the Administrator in its discretion may determine
whether a permanent and total disability exists in accordance with uniform and
non-discriminatory standards adopted by the Administrator from time to time.

2.16 "Employee" means any individual who is a common-law employee of the Company
or of an Affiliate.

2.16 "Exercise Price" means the price at which a Share may be purchased by a
Participant pursuant to the exercise of an Option, and the price used to
determine the number of Shares payable to a Participant upon the exercise of a
SAR.

2.17 "Fair Market Value" means the price of a Share on the relevant date,
determined by the Committee in good faith on such basis as it deems appropriate.
Notwithstanding the foregoing, in the case of a sale of the Company or
disposition by the Company of all or substantially all of the Company's assets,
Fair Market Value shall immediately, for all purposes of this Plan, be


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determined by the sale price of the Company's common stock or the sale price of
its assets less any remaining liabilities.

2.18 "Exit Event" means a sale of the Company that constitutes a Change in
Control or an initial public offering of no less than 20% of the then current
common shares outstanding.

2.19 "Fiscal Year" means a fiscal year of the Company.

2.20 "Grant Date" means with respect to an Award, the effective date an Award is
granted.

2.21 "Incentive Stock Option" means an Option to purchase Shares, which is
designated as an Incentive Stock Option and is intended to meet the requirements
of Section 422 of the Code.

2.17 "Independent Director" means a Nonemployee Director who is (i) a
"nonemployee director" within the meaning of Section 16b-3 of the 1934 Act, (ii)
"independent" as determined under the applicable rules of the NASDAQ, and (iii)
an "outside director" under Treasury Regulation Section 1.162-27(e)(3), as any
of these definitions may be modified or supplemented from time to time.

2.22 "Individual Objectives" means as to a Participant, the objective and
measurable goals set by a "management by objectives" process and approved by the
Administrator in its discretion.

2.23 "Misconduct" shall include commission of any act in competition with any
activity of the Company (or any Affiliate) or any act contrary or harmful to the
interests of the Company (or any Affiliate) and shall include, without
limitation: (a) conviction of a felony or crime involving moral turpitude or
dishonesty, (b) violation of Company (or any Affiliate) policies, with or acting
against the interests of the Company (or any Affiliate), including employing or
recruiting any present, former or future employee of the Company (or any
Affiliate), (c) misuse of any confidential, secret, privileged or non-public
information relating to the Company's (or any Affiliate's) business, or (e)
participating in a hostile takeover attempt of the Company or an Affiliate. The
foregoing definition shall not be deemed to be inclusive of all acts or
omissions that the Company (or any Affiliate) may consider as Misconduct for
purposes of the Plan.

2.18 "NASDAQ" means The NASDAQ Stock Market, Inc.

2.24 "Nonemployee Director" means a Director who is not employed by the Company
or an Affiliate.

2.25 "Nonqualified Stock Option" means an option to purchase Shares that is not
intended to be an Incentive Stock Option.

2.26 "Option" means an Incentive Stock Option or a Nonqualified Stock Option.


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2.27 "Participant" means an Employee, Consultant or Nonemployee Director who has
an outstanding Award.

2.28 "Performance Goals" means the goal(s) (or combined goal(s)) determined by
the Administrator (in its discretion) to be applicable to a Participant with
respect to an Award. As determined by the Administrator, the Performance Goals
applicable to an Award may provide for a targeted level or levels of
achievement, including without limitation goals tied to Individual Objectives
and/or the Company's (or a business unit's) return on assets, return on
shareholders' equity, efficiency ratio, earnings per share, net income, or other
financial measures determined in accordance with U.S. generally accepted
accounting principles ("GAAP"), with or without adjustments determined by the
Administrator. The foregoing definition shall not be deemed to be inclusive of
all Performance Goals for purposes of this Plan. The Performance Goals may
differ from Participant to Participant and from Award to Award.

2.29 "Performance Shares" mean an Award granted to a Participant pursuant to
Section 9 of the Plan that entitles the Participant to receive a prescribed
number of Shares, or the equivalent value in cash, upon achievement of
performance objectives associated with such Award. The Notice of Grant shall
specify whether the Performance Shares will be settled in Shares or cash.

2.30 "Period of Restriction" means the period during which the transfer of
Shares of Restricted Stock are subject to restrictions that subject the Shares
to a substantial risk of forfeiture. As provided in Section 7, such restrictions
may be based on the passage of time, the achievement of Performance Goals, or
the occurrence of other events as determined by the Administrator, in its
discretion.

2.31 "Plan" means this Shopoff Properties Trust, Inc. 2007 Equity Incentive
Plan, as set forth in this instrument and as hereafter amended from time to
time.

2.32 "Restricted Stock" means an Award granted to a Participant pursuant to
Section 7. An Award of Restricted Stock constitutes a transfer of ownership of
Shares to a Participant from the Company subject to restrictions against
transferability, assignment, and hypothecation. Under the terms of the Award,
the restrictions against transferability are removed when the Participant has
met the specified vesting requirement. Vesting can be based on continued
employment or service over a stated service period, or on the attainment of
specified Performance Goals. If employment or service is terminated prior to
vesting, the unvested restricted stock reverts back to the Company.

2.33 "Shares" means shares of common stock of the Company.

2.34 "Stock Appreciation Right" or "SAR" means an Award granted to a Participant
pursuant to Section 6. Upon exercise, a SAR gives a Participant a right to
receive a payment in cash, or the equivalent value in Shares, equal to the
difference between the Fair Market Value of the Shares on the exercise date and
the Exercise Price. Both the number of SARs and the Exercise Price are
determined on the Grant Date. For example, assume a Participant is granted 100
SARs at an Exercise Price of $10 and the notice of grant specifies that the SARs
will be settled in Shares. Also assume that the SARs are exercised when the
underlying Shares have a


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Fair Market Value of $40 per Share. Upon exercise of the SAR, the Participant is
entitled to receive 50 Shares [(($20-$10)*100)/$20].

2.35 "Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain then owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

                                    SECTION 3
                                 ADMINISTRATION

3.1 The Administrator. The Administrator shall be appointed by the Board of
Directors from time to time.

3.2 Authority of the Administrator. It shall be the duty of the Administrator to
administer the Plan in accordance with the Plan's provisions and in accordance
with Applicable Law. The Administrator shall have all powers and discretion
necessary or appropriate to administer the Plan and to control its operation,
including, but not limited to, the power to make recommendations to the Board
regarding the following: (a) which Employees, Consultants and Directors shall be
granted Awards; (b) the terms and conditions of the Awards, (c) interpretation
of the Plan, (d) adoption of rules for the administration, interpretation and
application of the Plan as are consistent therewith and (e) interpretation,
amendment or revocation of any such rules.

3.3 Delegation by the Administrator. The Administrator, in its discretion and on
such terms and conditions as it may provide, may delegate all or any part of its
authority and powers under the Plan to one or more Directors.

3.4 Decisions Binding. All determinations and decisions made by the
Administrator, the Board and any delegate of the Administrator pursuant to the
provisions of the Plan shall be final, conclusive and binding on all persons,
and shall be given the maximum deference permitted by Applicable Law.

                                    SECTION 4
                           SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to adjustment, as provided in Section 4.3, the
total combined number of Shares and Performance Shares initially available for
grant under the Plan shall be One Million Six Hundred Fifty-Five Thousand
(1,655,000). Shares granted under the Plan may be authorized but unissued Shares
or reacquired Shares bought on the market or otherwise.

4.2 Lapsed Awards. If any Award made under the Plan expires, or is forfeited or
cancelled, or otherwise exercised without delivery of Shares, such undelivered
Shares shall become available for future Awards under the Plan.

4.3 Adjustments in Awards and Authorized Shares. Except as provided under
Section 4.3.1, subject to any required action by the stockholders of the
Company, the number of Shares covered


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by each outstanding Award, and the per Share exercise price of each such Award,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of common stock resulting from a stock split, reverse stock split,
recapitalization, combination, reclassification, the payment of a stock dividend
on the common stock or any other increase or decrease in the number of such
Shares of common stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of Shares of stock of any class, or securities convertible
into Shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of common
stock subject to an Option.

      4.3.1 Incentive Stock Options. Except as provided in Sections 4.3.2, any
adjustment to the maximum aggregate number of Shares to be issued through the
exercise of Incentive Stock Options must be approved by shareholders of the
Company within 12 months before or after the date a resolution is adopted by the
Board of Directors to adjust the maximum aggregate number of Shares to be issued
through the exercise of Incentive Stock Options.

      4.3.2 Increase to Reflect Outstanding Shares. Any adjustment described in
Section 4.3 which merely reflects a change in the outstanding Shares, such as a
stock dividend or stock split, will be effective without shareholder approval.

4.4 Legal Compliance. Awards and Shares shall not be issued pursuant to the
making or exercise of an Award unless the exercise of Options and rights and the
issuance and delivery of Shares shall comply with the California Corporations
Code, as amended, and other Applicable Law, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. Any Award
made in violation hereof shall be null and void.

4.5 Investment Representations. As a condition to the exercise of an Option or
other right, the Company may require the person exercising such Option or right
to represent and warrant at the time of exercise that the Shares are being
acquired only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

                                    SECTION 5
                                  STOCK OPTIONS

      The provisions of this Section 5 are applicable to Options granted to
Employees, Directors, Nonemployee Directors and Consultants. Such Participants
shall also be eligible to receive other types of Awards as set forth in the
Plan.

5.1 Grant of Options. Subject to the terms and provisions of the Plan, Options
may be granted at any time and from time to time as determined by the
Administrator in its discretion. The Administrator may grant Incentive Stock
Options, Nonqualified Stock Options, or a


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combination thereof, and the Administrator, in its discretion and subject to
Sections 4.1, shall determine the number of Shares subject to each Option.

5.2 Award Agreement. Each Option shall be evidenced by an Award Agreement that
shall specify the Exercise Price, the expiration date of the Option, the number
of Shares to which the Option pertains, any conditions to exercise the Option,
and such other terms and conditions as the Administrator, in its discretion,
shall determine. The Award Agreement shall also specify whether the Option is
intended to be an Incentive Stock Option or a Nonqualified Stock Option.

5.3 Exercise Price. The Administrator shall determine the Exercise Price for
each Option subject to the provisions of this Section 5.3.

      5.3.1 Nonqualified Stock Options. Unless otherwise specified in the Award
Agreement, in the case of a Nonqualified Stock Option, the per Share exercise
price shall not be less than one hundred percent (100%) of the Fair Market Value
of a Share on the Grant Date, as determined by the Administrator.

      5.3.2 Incentive Stock Options. The grant of Incentive Stock Options shall
be subject to the following limitations:

            (a) The Exercise Price of an Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value of a Share on the
Grant Date; provided, however, that if on the Grant Date, the Employee (together
with persons whose stock ownership is attributed to the Employee pursuant to
Section 424(d) of the Code) owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any of its
Subsidiaries, the Exercise Price shall be not less than one hundred and ten
percent (110%) of the Fair Market Value of a Share on the Grant Date;

            (b) Incentive Stock Options may be granted only to persons who are,
as of the Grant Date, Employees of the Company or a Subsidiary, and may not be
granted to Nonemployee Directors or Consultants. In the event the Company fails
to obtain shareholder approval of the Plan within twelve (12) months from the
Plan Adoption Date, all Options granted under this Plan designated as Incentive
Stock Options shall become Nonqualified Stock Options and shall be subject to
the applicable provisions of this Section 5.

            (c) To the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first time
by the Participant during any calendar year (under all plans of the Company and
any parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 5.3.2(c), Incentive
Stock Options shall be taken into account in the order in which they were
granted. The Fair Market Value of the Shares shall be determined as of the time
the Option with respect to such Shares is granted; and

            (d) In the event of a Participant's change of status from Employee
to Consultant or Director, an Incentive Stock Option held by the Participant
shall cease to be treated as an Incentive Stock Option and shall be treated for
tax purposes as a Nonqualified Stock Option three (3) months and one (1) day
following such change of status.


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      5.3.3 Substitute Options. Notwithstanding the provisions of Sections 5.3.1
and 5.3.2, in the event that the Company or an Affiliate consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition of
property or stock from an unrelated corporation), persons who become Employees,
Directors or Consultants on account of such transaction may be granted Options
in substitution for options granted by their former employer. If such substitute
Options are granted, the Administrator, in its discretion and consistent with
Section 424(a) of the Code, may determine that such substitute Options shall
have an exercise price of no less than eighty-five percent (85%) of the Fair
Market Value of the Shares on the Grant Date.

5.4 Expiration of Options

      5.4.1 Expiration Dates. Unless otherwise specified in the Award Agreement,
but in no event no later than ten (10) years from the Grant Date, each Option
shall terminate no later than the first to occur of the following events:

            (a) Date in Award Agreement. The date for termination of the Option
set forth in the written Award Agreement; or

            (b) Termination of Continuous Status as Employee or Consultant. The
last day of the three (3)-month period following the date the Participant ceases
his/her/its Continuous Status as an Employee or Consultant (other than
termination for a reason described in subsections (c), (d), (e), (f) or (g)
below); or

            (c) Misconduct. In the event a Participant's Continuous Status as an
Employee or Consultant terminates because the Participant has performed an act
of Misconduct as determined by the Administrator, all unexercised Options held
by such Participant shall expire five (5) business days following written notice
from the Company to the Participant;

            (d) Disability. In the event that a Participant's Continuous Status
as an Employee or Consultant terminates as a result of the Participant's
Disability, the Participant may exercise his or her Option at any time within
twelve (12) months from the date of such termination, but only to the extent
that the Participant was entitled to exercise it at the date of such termination
(but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement). If, at the date of termination, the Participant
is not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Participant does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan; or

            (e) Death. In the event of the death of a Participant, the Option
may be exercised at any time within twelve (12) months following the date of
death (but in no event later than the expiration of the term of such Option as
set forth in the Award Agreement), by the Participant's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent that the Participant was entitled to exercise the Option at
the date of death. If, at the time of death, the Participant was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert


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to the Plan. If, after death, the Participant's estate or a person who acquired
the right to exercise the Option by bequest or inheritance does not exercise the
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan; or

      (f) 10 Years from Grant. Unless otherwise specified above, an Option shall
expire no more than ten (10) years from the Grant Date; provided, however, that
if an Incentive Stock Option is granted to an Employee who, together with
persons whose stock ownership is attributed to the Employee pursuant to Section
424(d) of the Code, owns stock possessing more than 10% of the total combined
voting power of all classes of the stock of the Company or any of its
Subsidiaries, such Incentive Stock Option may not be exercised after the
expiration of five (5) years from the Grant Date.

      (g) Change in Status. In the event a Participant's status has changed from
Consultant to Employee, or vice versa, a Participant's Continuous Status as an
Employee or Consultant shall not automatically terminate solely as a result of
such change in status.

      5.4.2 Administrator Discretion. Not withstanding the foregoing the
Administrator may, after an Option is granted, extend the maximum term of the
Option (subject to limitations applicable to Incentive Stock Options).

5.5 Exercisability of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Administrator shall determine in its discretion. After an Option is granted,
the Administrator, in its discretion, may accelerate the exercisability of the
Option.

5.6 Exercise and Payment. Options shall be exercised by the Participant's
delivery of a written notice of exercise to the Secretary of the Company (or its
designee), setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by full payment for the Shares.

      5.6.1 Form of Consideration. Upon the exercise of any Option, the Exercise
Price shall be payable to the Company in full in cash or its equivalent. The
Administrator, in its discretion, also may permit the same-day exercise and sale
of Options and related Shares, or exercise by tendering previously acquired
Shares having an aggregate Fair Market Value at the time of exercise equal to
the total Exercise Price (such previously acquired Shares must have been held
for the requisite period necessary to avoid a charge to the Company's earnings
for financial reporting purposes, unless otherwise determined by the
Administrator), or by any other means which the Administrator, in its
discretion, determines to provide legal consideration for the Shares, and to be
consistent with the purposes of the Plan.

      5.6.2 Delivery of Shares. Unless otherwise specified in the Award
Agreement, shares acquired by Participant pursuant to the exercise of an Option
shall be held by the Company as escrow agent.


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                                    SECTION 6
                            STOCK APPRECIATION RIGHTS

      6.1 Grant of SARs. Subject to the terms of the Plan, a SAR may be granted
to Employees, Directors, Nonemployee Directors and Consultants at any time and
from time to time as shall be determined by the Administrator.

      6.1.1 Number of Shares. The Administrator shall have complete discretion
to determine the number of SARs granted to any Participant.

      6.1.2 Exercise Price and Other Terms. The Administrator, subject to the
provisions of the Plan, shall have discretion to determine the terms and
conditions of SARs granted under the Plan, including whether upon exercise the
SARs will be settled in Shares or cash. However, the Exercise Price of a SAR
shall be not less than one hundred percent (100%) of the Fair Market Value of a
Share on the Grant Date.

6.2 Exercise of SARs. SARs shall be exercisable on such terms and conditions as
the Administrator, in its discretion, shall determine.

6.3 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that
shall specify the Exercise Price, the term of the SAR, the conditions of
exercise and such other terms and conditions as the Administrator shall
determine.

6.4 Expiration of SARs. A SAR granted under the Plan shall expire upon the date
determined by the Administrator in its discretion as set forth in the Award
Agreement, or otherwise pursuant to the provisions relating to the expiration of
Options as set forth in Sections 5.4.

6.5 Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be
entitled to Shares, or the equivalent value in cash, from the Company in an
amount determined by dividing the Fair Market Value of a Share on the exercise
date by the following: (a) the difference between the Fair Market Value of a
Share on the date of exercise over the SAR Exercise Price, times (b) the number
of Shares with respect to which the SAR is exercised. If the Administrator
designates in the Award Agreement that the SAR will be settled in cash, upon
Participant's exercise of the SAR the Company shall make a cash payment to
Participant as soon as reasonably practical.

                                    SECTION 7
                                RESTRICTED STOCK

7.1 Grant of Restricted Stock. Subject to the terms and provisions of the Plan,
the Administrator, at any time and from time to time, may grant Shares of
Restricted Stock to Employees, Directors, Nonemployee Directors and Consultants
in such amounts as the Administrator, in its discretion, shall determine. The
Administrator shall determine the number of Shares to be granted to each
Participant.


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7.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be
evidenced by an Award Agreement that shall specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the
Administrator, in its discretion, shall determine. Unless the Administrator
determines otherwise, Shares of Restricted Stock shall be held by the Company as
escrow agent until the restrictions on such Shares have lapsed.

7.3 Other Restrictions. The Administrator, in its discretion, may impose such
other restrictions on Shares of Restricted Stock as it may deem advisable or
appropriate, in accordance with this Section 7.4, including, without limitation,
provisions relating to expiration of restrictions equivalent to the provisions
relating to expiration of Options as set forth in Section 5.4.

      7.3.1 General Restrictions. The Administrator may set restrictions based
upon the achievement of specific Performance Goals (Company-wide, business unit,
or individual), or any other basis determined by the Administrator in its
discretion.

      7.3.2 Legend on Certificates. The Administrator, in its discretion, may
legend the certificates representing Restricted Stock to give appropriate notice
of such restrictions.

7.4 Removal of Restrictions. The Administrator, in its discretion, may
accelerate the time at which any restrictions shall lapse or be removed. Upon
satisfaction of the conditions applicable to the Period of Restriction, the
Shares shall no longer be subject to forfeiture. However, unless otherwise
specified in the Award Agreement, the Participant's rights to transfer the
Shares are restricted prior to an Exit Event.

7.5 Dividends and Other Distributions. During the Period of Restriction,
Participants holding Shares of Restricted Stock shall be entitled to receive all
dividends and other distributions paid with respect to such Shares unless
otherwise provided in the Award Agreement. If any such dividends or
distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.

7.6 Return of Restricted Stock to Company. On the date set forth in the Award
Agreement, the Restricted Stock for which restrictions have not lapsed shall
revert to the Company and again shall become available for grant under the Plan.

                                    SECTION 8
                               PERFORMANCE SHARES

8.1 Grant of Performance Shares. Subject to the terms and conditions of the
Plan, Performance Shares may be granted to Employees, Directors, Nonemployee
Directors and Consultants at any time and from time to time, as shall be
determined by the Administrator in its discretion.


                                       12

<PAGE>

      8.1.1 Number of Performance Shares. The Administrator will have complete
discretion in determining the number of Performance Shares granted to any
Participant, subject to the limitations in Sections 4.1.

      8.1.2 Value of Performance Shares. Each Performance Share will have an
value equal to the Fair Market Value of a Share.

8.2 Performance Objectives and Other Terms. The Administrator will set
performance objectives or other vesting provisions, including, without
limitation, time-based vesting provisions, in its discretion which, depending on
the extent to which they are met, will determine the number or value of
Performance Shares that will be paid out to Participants. The time period during
which the Performance Goals or other vesting provisions must be met will be
called the "Performance Period." Each Award of Performance Shares will be
evidenced by an Award Agreement that will specify the Performance Period, and
such other terms and conditions as the Administrator, in its discretion, will
determine. The Administrator may set Performance Goals based upon the
achievement of Company-wide or Individual Objectives or any other basis
determined by the Administrator in its discretion.

8.3 Earning of Performance Shares. After the applicable Performance Period has
ended, the holder of Performance Shares will be entitled to receive a payout of
the number of Performance Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding
performance objectives or other vesting provisions have been achieved. After the
grant of a Performance Share, the Administrator, in its discretion, may reduce
or waive any performance objectives or other vesting provisions for such
Performance Share.

8.4 Form and Timing of Payment of Performance Shares. The Administrator shall
specify in the Award Agreement whether the Performance shares shall be settled
in Shares or cash. If the Administrator designates in the Award Agreement that
the Performance Share will be settled in cash, payment of earned Performance
Shares will be made in cash as soon as reasonably practical aft the expiration
of the applicable Performance Period.

8.5 Cancellation of Performance Shares. On the date set forth in the Award
Agreement, all unearned or unvested Performance Shares will be forfeited to the
Company, and again will be available for grant under the Plan.

                                    SECTION 9
                                  MISCELLANEOUS

9.1 Right of First Refusal. Unless otherwise provided in the Award Agreement, in
the event that the Participant proposes to sell, pledge or otherwise transfer to
a third party any Shares acquired under the Plan, or any interest in such
Shares, the Company shall have the Right of First Refusal with respect to all
(and not less than all) of such Shares as provided in this Section 9.1. In such
event, (i) if the Participant desires to transfer Shares acquired under this
Plan, the Participant shall give a written Transfer Notice to the Company
describing fully the proposed transfer, including the number of Shares proposed
to be transferred, the proposed transfer price,


                                       13

<PAGE>

the name and address of the proposed Transferee and proof satisfactory to the
Company that the proposed sale or transfer will not violate any applicable
federal or state securities laws, (ii) the Transfer Notice shall be signed both
by the Participant and by the proposed Transferee and must constitute a binding
commitment of both parties to the transfer of the Shares, and (iii) the Company
shall have the right to purchase all, and not less than all, of the Shares on
the terms of the proposal described in the Transfer Notice (subject, however, to
any change in such terms permitted under Section 9.1.1) by delivery of a notice
of exercise of the Right of First Refusal within thirty (30) days aft the date
the Transfer Notice was received by the Company.

      9.1.1 Transfer of Shares. If the Company fails to exercise its Right of
First Refusal within 30 days following receipt of the Transfer Notice by the
Company, the Participant may, not later than 90 days following receipt of the
Transfer Notice by the Company, conclude a transfer of the Shares subject to the
Transfer Notice on the terms and conditions described in the Transfer Notice,
provided that any such sale is made in compliance with applicable federal and
state securities laws and not in violation of any other contractual restrictions
to which the Participant is bound. Any proposed transfer on terms and conditions
different from those described in the Transfer Notice, as well as any subsequent
proposed transfer by the Participant, shall again be subject the Right of First
Refusal and shall require compliance with the procedure described in Section
9.1. If the Company exercises its Right of First Refusal, the parties shall
consummate the sale of the Shares on the terms set forth in the Transfer Notice
within 60 days after the date when the Company received the Transfer Notice (or
within such longer period as may have been specified in the Transfer Notice);
provided, however, that in the event the Transfer Notice provided that payment
for the Shares was to be made in a form other than cash or cash equivalents paid
at the time of transfer, the Company shall have the option of paying for the
Shares with cash or cash equivalents equal to the present value of the
consideration described in the Transfer Notice.

      9.1.2 Additional or Exchanged Securities and Property. In the event of a
merger or consolidation of the Company with or into another entity, any other
corporate reorganization, a stock split, the declaration of a stock dividend,
the declaration of an extraordinary dividend payable in a form other than stock,
a spin-off, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company's outstanding securities, any securities or
other property (including cash or cash equivalents) that are by reason of such
transaction exchanged for, or distributed with respect to, any Shares subject to
Section 9.1 shall immediately be subject to the Right of First Refusal.
Appropriate adjustments to reflect the exchange or distribution of such
securities or property shall be made to the number and/or class of the Shares
subject to Section 9.1, provided that any such adjustment is made in accordance
with applicable law.

      9.1.3 Termination of Right of First Refusal. Notwithstanding the
foregoing, in the event that the Shares become readily tradable on an
established securities market when the Participant desires to transfer Shares,
the Company shall have no Right of First Refusal, and the Participant shall have
no obligation to comply with the procedures prescribed by Sections 9.1.1 and
9.1.2 above.


                                       14

<PAGE>

      9.1.4 Permitted Transfers. Section 9.1 shall not apply to (i) a transfer
by beneficiary designation, will or intestate succession or (ii) a transfer to
one or more members of the Participant's immediate family or to a trust
established by the Participant for the benefit of the Participant and/or one or
more members of the Participant's immediate family, provided in either case that
the Transferee agrees in writing on a form prescribed by the Company to be bound
by all provisions of this Agreement. If the Participant transfers any Shares
acquired under this Plan, either under this Section 9.1.4 or after the Company
has failed to exercise the Right of First Refusal, then this Agreement shall
apply to the Transferee to the same extent as to the Participant.

      9.1.5 Termination of Rights as Shareholder. If the Company makes
available, at the time and place and in the amount and form provided in Section
9.1, the consideration for the Shares to be purchased in accordance with this
Section 9.1, then after such time the person from whom such Shares are to be
purchased shall no longer have any rights as a holder of such Shares (other than
the right to receive payment of such consideration in accordance with Section
9.1). Such Shares shall be deemed to have been purchased in accordance with the
applicable provisions hereof, whether or not the certificate(s) therefore have
been delivered.

      9.1.6 Assignment of Right of First Refusal. The Board of Directors may
freely assign the Company's Right of First Refusal, in whole or in part. Any
person who accepts an assignment of the Right of First Refusal from the Company
shall assume all of the Company's rights and obligations under this Section 9.1.

9.2 Change In Control. Unless otherwise provided in the Award Agreement, in the
event of a Change in Control, unless an Award is assumed or substituted by the
successor corporation, then (i) such Awards shall become fully exercisable as of
the date of the Change in Control, whether or not then exercisable and (ii) all
restrictions and conditions on any Award then outstanding shall lapse as of the
date of the Change in Control.

9.3 Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Participant as
soon as practicable prior to the effective date of such proposed transaction.
Notwithstanding anything to the contrary contained in this Plan or in any Award
Agreement, the Participant shall have the right to exercise his or her Award
until ten (10) days prior to such dissolution or transaction as to all of the
Shares covered thereby, including Shares as to which the Award would not
otherwise be exercisable.

9.4 No Effect on Employment or Service. Nothing in the Plan shall interfere with
or limit in any way the right of the Company or an Affiliate to terminate any
Participant's employment or service at any time, with or without cause. Unless
otherwise provided by written contract, employment or service with the Company
or any of its Affiliates is on an at-will basis only. Additionally, the Plan
shall not confer upon any Nonemployee Director any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor
shall it interfere in any way with any rights which such Nonemployee Director or
the Company may have to terminate his or her directorship at any time.


                                       15

<PAGE>

9.5 Participation. No Employee or Consultant shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be selected
to receive a future Award.

9.6 Limitations on Awards. No Participant shall be granted an Award in any
Fiscal Year for where the underlying Shares of such Award represents more than
the lesser of: (i) Two percent (2%) of the Company's total number of outstanding
Shares immediately prior to the issuance of such Award, or (ii) Four Hundred
Thousand (400,000) Shares; provided, however, that such limitation shall be
adjusted proportionately in connection with any change in the Company's
capitalization as described in Section 4.3.

9.7 Successors. All obligations of the Company under the Plan, with respect to
Awards granted hereunder, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation or, otherwise, sale or disposition of all or
substantially all of the business or assets of the Company.

9.8 Beneficiary Designations. If permitted by the Administrator, a Participant
under the Plan may name a beneficiary or beneficiaries to whom any vested but
unpaid Award shall be paid in the event of the Participant's death. Each such
designation shall revoke all prior designations by the Participant and shall be
effective only if given in a form and manner acceptable to the Administrator. In
the absence of any such designation, any vested benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate and, subject to
the terms of the Plan and of the applicable Award Agreement, any unexercised
vested Award may be exercised by the administrator or executor of the
Participant's estate.

9.9 Limited Transferability of Awards. No Award granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. All rights with
respect to an Award granted to a Participant shall be available during his or
her lifetime only to the Participant. Notwithstanding the foregoing, the
Participant may, in a manner specified by the Administrator, (a) transfer a
Nonqualified Stock Option to a Participant's spouse, former spouse or dependent
pursuant to a court-approved domestic relations order which relates to the
provision of child support, alimony payments or marital property rights and (b)
transfer a Nonqualified Stock Option by bona fide gift and not for any
consideration to (i) a member or members of the Participant's immediate family,
(ii) a trust established for the exclusive benefit of the Participant and/or
member(s) of the Participant's immediate family, (iii) a partnership, limited
liability company of other entity whose only partners or members are the
Participant and/or member(s) of the Participant's immediate family or (iv) a
foundation in which the Participant an/or member(s) of the Participant's
immediate family control the management of the foundation's assets.

9.10 Restrictions on Share Transferability. The Administrator may impose such
restrictions on any Shares acquired pursuant to the exercise of an Award as it
may deem advisable, including, but not limited to, restrictions related to
applicable federal securities laws, the requirements of any national securities
exchange or system upon which Shares are then listed or traded or any blue sky
or state securities laws.


                                       16

<PAGE>

9.11 Buyout Provisions. The Administrator may at any time offer to buy out for a
payment in cash or Shares, an Award previously granted based on such terms and
conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made.

9.12 Transfers Upon a Change in Control. In the sole and absolute discretion of
the Administrator, an Award Agreement may provide that in the event of certain
Change in Control events, which may include any or all of the Change in Control
events described in Section 2.7, Shares obtained pursuant to this Plan shall be
subject to certain rights and obligations, which include but are not limited to
the following: (i) the obligation to vote all such Shares in favor of such
Change in Control transaction, whether by vote at a meeting of the Company's
shareholders or by written consent of such shareholders; (ii) the obligation to
sell or exchange all such Shares and all rights to acquire Shares, under this
Plan pursuant to the terms and conditions of such Change in Control transaction;
(iii) the right to transfer less than all but not all of such Shares pursuant to
the terms and conditions of such Change in Control transaction, and (iv) the
obligation to execute all documents and take any other action reasonably
requested by the Company to facilitate the consummation of such Change in
Control transaction.

9.13 Performance-Based Awards. Each agreement for the grant of Performance
Shares or other performance-based awards shall specify the number of Shares
underlying the Award, the Performance Period and the Performance Objectives
(each as defined below), and each agreement for the grant of any other award
that the Program Administrators determine to make subject to a Performance
Objective similarly shall specify the applicable number of shares of Common
Stock, the period for measuring performance and the Performance Objective. As
used herein, "Performance Objectives" means a performance objectives specified
in the agreement for a Performance Share, or for any other award which the
Program Administrators determine to make subject to Performance Objectives, upon
which the vesting or settlement of such award is conditioned and "Performance
Period" means the period of time specified in an agreement over which
Performance Shares, or another award which the Program Administrators determine
to make subject to a Performance Objective, are to be earned. Each agreement for
a performance-based award shall specify in respect of a Performance Objective
the minimum level of performance below which no payment will be made, shall
describe the method of determining the amount of any payment to be made if
performance is at or above the minimum acceptable level, but falls short of full
achievement of the Performance Objective, and shall specify the maximum
percentage payout under the agreement. Such maximum percentage in no event shall
exceed two hundred percent (200%) of the Shares underlying the Award.

      9.13.1 Performance Metrics. The Program Administrators shall determine and
specify, in their discretion, the Performance Objectives in the agreement for a
Performance Share or for any other performance-based award, which Performance
Objective shall consist of: (i) one or more business criteria, including (except
as limited under subparagraph (c) below for awards to Covered Employees (as
defined below)) financial, service level and individual performance criteria;
and (ii) a targeted level or levels of performance with respect to such
criteria. Performance Objectives may differ between Plan Participants and
between types of awards from year to year.


                                       17

<PAGE>

      9.13.2 Performance Objectives. The Performance Objectives for Performance
Shares and any other performance-based award granted to a Covered Employee, if
deemed appropriate by the Program Administrators, shall be objective and shall
otherwise meet the requirements of Section 162(m)(4)(C) of the Code, and shall
be based upon one or more of the following performance-based business criteria,
either on a business unit or Company-specific basis or in comparison with peer
group performance: net sales; gross sales; return on net assets; return on
assets; return on equity; return on capital; return on revenues; asset turnover;
economic value added; total stockholder return; net income; pre-tax income;
operating profit margin; net income margin; sales margin; market share;
inventory turnover; days sales outstanding; sales growth; capacity utilization;
increase in customer base; cash flow; book value; share price performance
(including options and stock appreciation rights tied solely to appreciation in
the fair market value of the shares); earnings per share; stock price earnings
ratio; earnings before interest, taxes, depreciation and amortization expenses
("EBITDA"); earnings before interest and taxes ("EBIT"); or EBITDA, EBIT or
earnings before taxes and unusual or nonrecurring items as measured either
against the annual budget or as a ratio to revenue. Achievement of any such
Performance Objective shall be measured over a period of years not to exceed ten
(10) as specified by the Program Administrators in the agreement for the
performance-based award. No business criterion other than those named above in
this Section 9.13.2 may be used in establishing the Performance Objective for an
award to a Covered Employee under this Section 9.13. For each such award
relating to a Covered Employee, the Program Administrators shall establish the
targeted level or levels of performance for each such business criterion. The
Program Administrators may, in their discretion, reduce the amount of a payout
otherwise to be made in connection with an award under this Section 9.13, but
may not exercise discretion to increase such amount, and the Program
Administrators may consider other performance criteria in exercising such
discretion. All determinations by the Program Administrators as to the
achievement of Performance Objectives under this Section 9.13 shall be made in
writing. The Program Administrators may not delegate any responsibility under
this Section 9.13. As used herein, "Covered Employee" shall mean, with respect
to any grant of an award, an executive of the Company or any subsidiary who is a
member of the executive compensation group under the Company's compensation
practices (not necessarily an executive officer) whom the Program Administrators
deem may be or become a covered employee as defined in Section 162(m)(3) of the
Code for any year that such award may result in remuneration over $1 million
which would not be deductible under Section 162(m) of the Code but for the
provisions of the Program and any other "qualified performance-based
compensation" plan (as defined under Section 162(m) of the Code) of the Company;
provided, however, that the Program Administrators may determine that a Plan
Participant has ceased to be a Covered Employee prior to the settlement of any
award.

      9.13.3 Mandatory Deferral of Income. The Program Administrators, in their
sole discretion, may require that one or more award agreements contain
provisions which provide that, in the event Section 162(m) of the Code, or any
successor provision relating to excessive employee remuneration, would operate
to disallow a deduction by the Company with respect to all or part of any award
under the Program, a Plan Participant's receipt of the benefit relating to such
award that would not be deductible by the Company shall be deferred until the
next succeeding year or years in which the Plan Participant's remuneration does
not exceed the limit set forth in such provisions of the Code; provided,
however, that such deferral does not violate Code Section 409A.


                                       18

<PAGE>

                                   SECTION 10
                     AMENDMENT, SUSPENSION, AND TERMINATION

10.1 Amendment, Suspension, or Termination. Except as provided in Section 10.2,
the Board, in its sole discretion, may amend, suspend or terminate the Plan, or
any part thereof, at any time and for any reason. The amendment, suspension or
termination of the Plan shall not, without the consent of the Participant, alter
or impair any rights or obligations under any Award theretofore granted to such
Participant. No Award may be granted during any period of suspension or after
termination of the Plan.

10.2 No Amendment without Shareholder Approval. The Company shall obtain
shareholder approval of any material Plan amendment (including but not limited
to any provision to reduce the exercise or purchase price of any outstanding
Options or other Awards after the Grant Date (other than for adjustments made
pursuant Section 4.3), or to cancel and re-grant Options or other rights at a
lower exercise price), to the extent necessary or desirable to comply with the
rules of the NASDAQ, the Exchange Act, Section 422 of the Code, or other
Applicable Law.

10.3 Plan Effective Date and Duration of Awards. The Plan shall be effective as
of the Plan Adoption Date subject to the shareholders of the Company approving
the Plan by the required vote), subject to Sections 11.1 and 11.2 (regarding the
Board's right to amend or terminate the Plan), and shall remain in effect
thereafter. However, without further shareholder approval, no Award may be
granted under the Plan more than ten (10) years after the Plan Adoption Date.

                                   SECTION 11
                                 TAX WITHHOLDING

11.1 Withholding Requirements. Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company shall have the power and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).

11.2 Withholding Arrangements. The Administrator, in its discretion and pursuant
to such procedures as it may specify from time to time, may permit a Participant
to satisfy such tax withholding obligation, in whole or in part by (a) electing
to have the Company withhold otherwise deliverable Shares or (b) delivering to
the Company already-owned Shares having a Fair Market Value equal to the minimum
amount required to be withheld. The amount of the withholding requirement shall
be deemed to include any amount which the Administrator agrees may be withheld
at the time the election is made, not to exceed the amount determined by using
the statutory minimum federal, state or local income tax rates applicable to the
Participant with respect to the Award on the date that the amount of tax to be
withheld is to be determined. The Fair Market Value of the Shares to be withheld
or delivered shall be determined as of the date taxes are required to be
withheld.

                                   SECTION 12
                               LEGAL CONSTRUCTION

<PAGE>

12.1 Liability of Company. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful grant or any Award or the
issuance and sale of any Shares hereunder, shall relieve the Company, its
officers, Directors and Employees of any liability in respect of the failure to
grant such Award or to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

12.2 Grants Exceeding Allotted Shares. If the Shares covered by an Award exceed,
as of the date of grant, the number of Shares, which may be issued under the
Plan without additional shareholder approval, such Award shall be void with
respect to such excess Shares, unless shareholder approval of an amendment
sufficiently increasing the number of Shares subject to the Plan is timely
obtained.

12.3 Gender and Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

12.4 Severability. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

12.5 Requirements of Law. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.

12.6 Governing Law. The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of California.

12.7 Captions. Captions are provided herein for convenience only, and shall not
serve as a basis for interpretation or construction of the Plan.


                                       20
<PAGE>

                                   SECTION 13
                                    EXECUTION

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
executed this Plan on the date indicated below.

                                      SHOPOFF PROPERTIES TRUST, INC.

Dated: ________________, 2007         By:  ____________________________________