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EXHIBIT 4.1












                             NEW VISUAL CORPORATION


                            2001 STOCK INCENTIVE PLAN







                        ADOPTED EFFECTIVE AUGUST 30, 2001







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                                TABLE OF CONTENTS
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ARTICLE 1. PURPOSE OF PLAN.............................................................1

ARTICLE 2. EFFECTIVE DATE AND TERM OF PLAN.............................................1
         2.1   Term of Plan............................................................1
         2.2   Effect on Awards........................................................1
         2.3   Stockholder Approval....................................................1

ARTICLE 3. SHARES SUBJECT TO PLAN......................................................1
         3.1   Number of Shares........................................................1
         3.2   Source of Shares........................................................1
         3.3   Availability of Unused Shares...........................................1
         3.4   Adjustment Provisions...................................................2
         3.5   Substitute Awards.......................................................2

ARTICLE 4. ADMINISTRATION OF PLAN......................................................3
         4.1   Administering Body......................................................3
         4.2   Authority of Administering Body.........................................3
         4.3   Eligibility.............................................................4
         4.4   No Liability............................................................4
         4.5   Amendments..............................................................4
         4.6   Other Compensation Plans................................................5
         4.7   Plan Binding on Successors..............................................5
         4.8   References to Successor Statutes, Regulations and Rules.................5
         4.9   Issuances for Compensation Purposes Only................................5
         4.10  Invalid Provisions......................................................5
         4.11  Governing Law...........................................................5

ARTICLE 5. GENERAL AWARD PROVISIONS....................................................6
         5.1   Participation in the Plan...............................................6
         5.2   Award Agreements........................................................6
         5.3   Exercise of Awards......................................................6
         5.4   Payment for Awards......................................................7
         5.5   No Employment or Other Continuing Rights................................7
         5.6   Restrictions Under Applicable Laws and Regulations......................8
         5.7   Additional Conditions...................................................8
         5.8   No Privileges of Stock Ownership........................................9
         5.9   Non-Transferable........................................................9
         5.10  Information to Recipients...............................................9
         5.11  Withholding Taxes......................................................10
         5.12  Legends on Common Stock Certificates...................................10
         5.13  Effect of Termination of Employment on Awards..........................10
         5.14  Effect of Termination of Engagement on Awards - Non-employees Only.....11
         5.15  Transfer; Leave of Absence.............................................11
         5.16  Limits on Awards to Certain Eligible Persons...........................11

ARTICLE 6. STOCK OPTIONS..............................................................12
         6.1   Nature of Stock Options................................................12
         6.2   Option Exercise Price..................................................12
         6.3   Option Period and Vesting..............................................12
         6.4   Special Provisions Regarding Incentive Stock Options...................12
         6.5   Reload Options.........................................................13
         6.6   Restrictions...........................................................13

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ARTICLE 7. RESTRICTED STOCK AWARDS....................................................13
         7.1   Nature of Restricted Stock Awards......................................13
         7.2   Rights as Stockholders.................................................13
         7.3   Restriction............................................................14
         7.4   Repurchase or Restricted Stock.........................................14
         7.5   Escrows................................................................14
         7.6   Vesting of Restricted Stock............................................14
         7.7   Waiver, Deferral and Reinvestment of Dividends.........................14

ARTICLE 8. UNRESTRICTED STOCK AWARDS..................................................14
         8.1   Grant or Sale of Unrestricted Stock....................................14

ARTICLE 9. PERFORMANCE STOCK AWARDS...................................................15
         9.1   Nature of Performance Stock Awards.....................................15
         9.2   Rights as a Stockholder................................................15
         9.3   Acceleration, Waiver, Etc..............................................15

ARTICLE 10. DIVIDEND EQUIVALENT RIGHTS................................................16
         10.1  Dividend Equivalent Rights.............................................16
         10.2  Interest Equivalents...................................................16

ARTICLE 11. STOCK APPRECIATION RIGHTS.................................................16
         11.1  Grant of Stock Appreciation Rights.....................................16
         11.2  Coupled Stock Appreciation Rights......................................16
         11.3  Independent Stock Appreciation Rights..................................17
         11.4  Payment and Limitations on Exercise....................................17

ARTICLE 12. REORGANIZATIONS...........................................................17
         12.1  Corporate Transactions Not Involving a Change in Control...............17
         12.2  Corporate Transactions Involving a Change in Control...................18

ARTICLE 13. DEFINITIONS...............................................................18

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                             NEW VISUAL CORPORATION

                            2001 STOCK INCENTIVE PLAN

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1. PURPOSE OF PLAN

The Company has adopted this Plan to promote the interests of the Company, its
Affiliated Entities and its stockholders by using investment interests in the
Company to attract, retain and motivate its management and other persons,
including officers, directors, key employees and certain consultants, to
encourage and reward such persons' contributions to the performance of the
Company and to align their interests with the interests of the Company's
stockholders. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in Article 13.

2. EFFECTIVE DATE AND TERM OF PLAN

         2.1. TERM OF PLAN. This Plan became effective as of the Effective Date
and shall continue in effect until the Expiration Date, at which time this Plan
shall automatically terminate.

         2.2. EFFECT ON AWARDS. Awards may be granted during the Plan Term, but
no Awards may be granted after the Plan Term. Notwithstanding the foregoing,
each Award properly granted under this Plan during the Plan Term shall remain in
effect after termination of this Plan until such Award has been exercised,
terminated or expired, as applicable, in accordance with its terms and the terms
of this Plan.

         2.3. STOCKHOLDER APPROVAL. This Plan shall be submitted to the
Company's stockholders for approval within 12 months after the Effective Date.
The effectiveness of any Incentive Stock Option awards granted prior to such
stockholder approval shall be specifically subject to, and conditioned upon,
such stockholder approval. In addition, no Award shall constitute
Performance-Based Compensation unless and until this Plan has been approved by
the Company's stockholders.

3. SHARES SUBJECT TO PLAN

         3.1. NUMBER OF SHARES. The maximum number of shares of Common Stock
reserved and available for issuance under this Plan shall be 2,500,000, subject
to adjustment as set forth in Section 3.4.

         3.2. SOURCE OF SHARES. The Common Stock to be issued under this Plan
will be made available, at the discretion of the Board, either from authorized
but unissued shares of Common Stock or from previously issued shares of Common
Stock reacquired by the Company, including without limitation, shares purchased
on the open market.

         3.3. AVAILABILITY OF UNUSED SHARES. Shares of Common Stock underlying
unexercised, unearned or yet-to-be acquired portions of any Award granted under
this Plan that expire, terminate or are canceled, and shares of Common Stock
issued pursuant to Awards under this Plan that are reacquired by the Company
pursuant to the terms under which such shares were issued, will again become
available for the grant of further Awards under this Plan. Notwithstanding the
provisions of this Section 3.3, no shares of Common Stock may again be optioned,
granted or awarded if such action would cause an Incentive Stock Option to fail
to qualify as an incentive stock option under Section 422 of the IRC.

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         3.4. ADJUSTMENT PROVISIONS.

                  (a) If (i) the outstanding shares of Common Stock of the
         Company are increased, decreased or exchanged for a different number or
         kind of shares or other securities, or if additional shares or new or
         different shares or other securities are distributed in respect of such
         shares of Common Stock (or any stock or securities received with
         respect to such Common Stock), through merger, consolidation, sale or
         exchange of all or substantially all of the assets of the Company,
         reorganization, recapitalization, reclassification, stock dividend,
         stock split, reverse stock split, spin-off or other distribution with
         respect to such shares of Common Stock (or any stock or securities
         received with respect to such Common Stock), or (ii) the value of the
         outstanding shares of Common Stock of the Company is reduced by reason
         of an extraordinary cash dividend, an appropriate and proportionate
         adjustment may be made in (1) the maximum number and kind of shares or
         securities available for issuance under this Plan, (2) the number and
         kind of shares or other securities that can be granted to any one
         individual Recipient under his or her Awards, (3) the number and kind
         of shares or other securities subject to then outstanding Awards under
         this Plan, and/or (4) the price for each share or other unit of any
         other securities subject to then outstanding Awards under this Plan,
         without changing the aggregate exercise price (i.e., the exercise price
         multiplied by the number of securities comprising such Awards) as to
         which such Awards remain exercisable.

                  (b) No fractional interests will be issued under this Plan
         resulting from any adjustments, but the Administering Body, in its sole
         discretion, may make a cash payment in lieu of any fractional shares of
         Common Stock issuable as a result of such adjustments.

                  (c) To the extent any adjustments relate to stock or
         securities of the Company, such adjustments shall be made by the
         Administering Body, whose determination in that respect shall be final,
         binding and conclusive.

                  (d) The grant of Awards pursuant to this Plan shall not affect
         in any way the right or power of the Company to make adjustments,
         reclassifications, reorganizations or changes of its capital or
         business structure or to merge or to consolidate or to dissolve,
         liquidate or sell, or transfer all or any part of its business or
         assets.

                  (e) No adjustment to the terms of an Incentive Stock Option
         shall be made unless such adjustment either (i) would not cause such
         Incentive Stock Option to lose its status as an incentive stock option
         under the provisions of the IRC or (ii) is agreed to in writing by the
         Administering Body and the Recipient.

         3.5. SUBSTITUTE AWARDS. The Administering Body may grant Awards under
this Plan in substitution for stock and stock based Awards held by employees of
another corporation who become employees of the Company or a Subsidiary
Corporation as a result of a merger or consolidation of the employing
corporation with the Corporation or a Subsidiary Corporation or the acquisition
by the Company or a Subsidiary Corporation of property or stock of the employing
corporation. The Administering Body may direct that the substitute Awards be
granted on such terms and conditions as the Administering Body considers
appropriate in the circumstances.

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4. ADMINISTRATION OF PLAN

         4.1. ADMINISTERING BODY.

                  (a) Subject to the provisions of Section 4.1(b)(ii), this Plan
         shall be administered by the Board or by the Stock Plan Committee of
         the Board appointed pursuant to Section 4.1(b). The Stock Plan
         Committee may (but is not required to be), in the discretion of the
         Board, the same as the compensation committee of the Board.

                  (b)      (i) The Board in its sole discretion may from time to
                  time appoint a Stock Plan Committee of not less than two (2)
                  Board members to administer this Plan and, subject to
                  applicable law, to exercise all of the powers, authority and
                  discretion of the Board under this Plan. The Board may from
                  time to time increase or decrease (but not below two (2)) the
                  number of members of the Stock Plan Committee, remove from
                  membership on the Stock Plan Committee all or any portion of
                  its members, and/or appoint such person or persons as it
                  desires to fill any vacancy existing on the Stock Plan
                  Committee, whether caused by removal, resignation or
                  otherwise. The Board may disband the Stock Plan Committee at
                  any time and thereby revest in the Board the administration of
                  this Plan.

                           (ii) Notwithstanding the foregoing provisions of this
                  Section 4.1(b) to the contrary, upon becoming and so long as
                  the Company remains an Exchange Act Registered Company and has
                  not, by action of the Board, elected to opt out of the
                  provisions of this Section 4.1(b)(ii), (1) the Board shall
                  appoint the Stock Plan Committee, (2) this Plan shall be
                  administered by the Stock Plan Committee and (3) each member
                  of the Stock Plan Committee shall be a Non-employee Director,
                  and, in addition, if Awards are to be made to persons subject
                  to Section 162(m) of the IRC and such Awards are intended to
                  constitute Performance-Based Compensation, then each member of
                  the Stock Plan Committee shall, in addition to being a
                  Non-employee Director, be an Outside Director.

                           (iii) The Stock Plan Committee shall report to the
                  Board the names of Eligible Persons granted Awards, the
                  precise type of Award granted, the number of shares of Common
                  Stock issuable pursuant to such Award and the terms and
                  conditions of each such Award.

         4.2. AUTHORITY OF ADMINISTERING BODY.

                  (a) Subject to the express provisions of this Plan, the
         Administering Body shall have the power to interpret and construe this
         Plan and any agreements or other documents defining the rights and
         obligations of the Company and such Eligible Persons who have been
         granted Awards hereunder and thereunder, to determine all questions
         arising hereunder and thereunder, to adopt and amend such rules and
         regulations for the administration hereof and thereof as it may deem
         desirable, and otherwise to carry out the terms of this Plan and such
         agreements and other documents. The interpretation and construction by
         the Administering Body of any provisions of this Plan or of any Award
         shall be conclusive and binding. Any action taken by, or inaction of,
         the Administering Body relating to this Plan or any Award shall be
         within the absolute discretion of the Administering Body and shall be
         conclusive and binding upon all persons. Subject only to compliance
         with the express provisions hereof, the Administering Body may act in
         its absolute discretion in matters related to this Plan and any and all
         Awards.


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                  (b) Subject to the express provisions of this Plan, the
         Administering Body may from time to time, in its discretion, select the
         Eligible Persons to whom, and the time or times at which, such Awards
         shall be granted, the nature of each Award, the number of shares of
         Common Stock that comprise or underlie each Award, the period for the
         purchase or exercise of each Award, as applicable, the Performance
         Criteria applicable to the Award, if any, and such other terms and
         conditions applicable to each individual Award as the Administering
         Body shall determine. The Administering Body may grant, at any time,
         new Awards to an Eligible Person who has previously received Awards
         whether such prior Awards are still outstanding, have previously been
         canceled, disposed of or exercised as a whole or in part, as
         applicable, or are canceled in connection with the issuance of new
         Awards. The Administering Body may grant Awards singly, in combination
         or in tandem with other Awards, as it determines in its discretion. Any
         and all terms and conditions of the Awards, including the purchase or
         exercise price, as the case may be, may be established by the
         Administering Body without regard to existing Awards.

                  (c) Any action of the Administering Body with respect to the
         administration of this Plan shall be taken pursuant to a majority vote
         of the authorized number of members of the Administering Body or by the
         unanimous written consent of its members; PROVIDED, HOWEVER, that (i)
         if the Administering Body is the Stock Plan Committee and consists of
         two (2) members, then actions of the Administering Body must be
         unanimous and (ii) if the Administering Body is the Board, actions
         taken at a meeting of the Board shall be valid if approved by directors
         constituting a majority of the required quorum for such meeting.

         4.3. ELIGIBILITY. Only Eligible Persons shall be eligible to receive
Awards under this Plan as shall be selected from time to time by the
Administering Body, in its sole and absolute discretion.

         4.4. NO LIABILITY. No member of the Board or the Stock Plan Committee
or any designee thereof will be liable for any action or inaction with respect
to this Plan or any Award or any transaction arising under this Plan or any
Award, except in circumstances constituting bad faith of such member.

         4.5. AMENDMENTS.

                  (a) The Administering Body may, insofar as permitted by
         applicable law, rule or regulation, from time to time suspend or
         discontinue this Plan or revise or amend it in any respect whatsoever,
         and this Plan as so revised or amended will govern all Awards
         hereunder, including those granted before such revision or amendment;
         PROVIDED, HOWEVER, that no such revision or amendment shall alter,
         impair or diminish any rights or obligations under any Award previously
         granted under this Plan, without the written consent of the Recipient.
         Without limiting the generality of the foregoing, the Administering
         Body is authorized to amend this Plan to comply with or take advantage
         of amendments to applicable laws, rules or regulations, including
         amendments to the Securities Act, Exchange Act or the IRC or any rules
         or regulations promulgated thereunder. No stockholder approval of any
         amendment or revision shall be required unless (i) such approval is
         required by applicable law, rule or regulation or (ii) an amendment or
         revision to this Plan is required by any stock exchange or automated
         quotation system then listing the shares of Common Stock.

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                  (b) The Administering Body may, with the written consent of a
         Recipient, make such modifications in the terms and conditions of an
         Award as it deems advisable. Without limiting the generality of the
         foregoing, the Administering Body may, in its discretion with the
         written consent of Recipient, at any time and from time to time after
         the grant of any Award (i) accelerate or extend the vesting or exercise
         period of any Award as a whole or in part, (ii) adjust or reduce the
         purchase or exercise price, as applicable, of Awards held by such
         Recipient by cancellation of such Awards and granting of Awards at
         lower purchase or exercise prices or by modification, extension or
         renewal of such Awards and (iii) reduce or otherwise modify the
         Performance Criteria applicable to any Award. In the case of Incentive
         Stock Options, Recipients acknowledge that extensions of the exercise
         period may result in the loss of the favorable tax treatment afforded
         incentive stock options under Section 422 of the IRC.

                  (c) Except as otherwise provided in this Plan or in the
         applicable Award Agreement, no amendment, revision, suspension or
         termination of this Plan will, without the written consent of the
         Recipient, alter, terminate, impair or adversely affect any right or
         obligation under any Award previously granted under this Plan.

         4.6. OTHER COMPENSATION PLANS. The adoption of this Plan shall not
affect any other stock option, securities purchase, incentive or other
compensation plans in effect for the Company, and this Plan shall not preclude
the Company from establishing any other forms of incentive or other compensation
for Employees, Directors, Consultants or others, whether or not approved by
stockholders.

         4.7. PLAN BINDING ON SUCCESSORS. This Plan shall be binding upon the
successors and assigns of the Company.

         4.8. REFERENCES TO SUCCESSOR STATUTES, REGULATIONS AND RULES. Any
reference in this Plan to a particular statute, regulation or rule shall also
refer to any successor provision of such statute, regulation or rule.

         4.9. ISSUANCES FOR COMPENSATION PURPOSES ONLY. This Plan constitutes an
"employee benefit plan" as defined in Rule 405 promulgated under the Securities
Act. Awards to eligible Employees or Directors shall be granted for any lawful
consideration, including compensation for services rendered, promissory notes or
otherwise. Awards to Consultants shall be granted only in exchange for BONA FIDE
services rendered by such consultants or advisors and such services must not be
in connection with the offer and sale of securities in a capital-raising
transaction.

         4.10. INVALID PROVISIONS. In the event that any provision of this Plan
is found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision were not contained herein.

         4.11. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of Utah, without
giving effect to the principles of the conflicts of laws thereof.

5. GENERAL AWARD PROVISIONS

         5.1. PARTICIPATION IN THE PLAN.

                  (a) A person shall be eligible to receive Award grants under
         this Plan if, at the time of the grant of such Award, such person is an
         Eligible Person.

                  (b) Incentive Stock Options may be granted only to Employees
         meeting the employment requirements of Section 422 of the IRC.

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                  (c) Notwithstanding anything to the contrary herein, the
         Administering Body may, in order to fulfill the purposes of this Plan,
         modify grants of Awards to Recipients who are foreign nationals or
         employed outside of the United States to recognize differences in
         applicable law, tax policy or local custom.

         5.2. AWARD AGREEMENTS.

                  (a) Each Award granted under this Plan shall be evidenced by
         an Award Agreement, which shall be duly executed on behalf of the
         Company and by the Recipient or, in the Administering Body's
         discretion, a confirming memorandum issued by the Company to the
         Recipient setting forth such terms and conditions applicable to such
         Award as the Administering Body may in its discretion determine. Award
         Agreements may but need not be identical and shall comply with and be
         subject to the terms and conditions of this Plan, a copy of which shall
         be provided to each Recipient and incorporated by reference into each
         Award Agreement. Any Award Agreement may contain such other terms,
         provisions and conditions not inconsistent with this Plan as may be
         determined by the Administering Body.

                  (b) In case of any conflict between this Plan and any Award
         Agreement, this Plan shall control.

                  (c) In consideration of the granting of an Award under the
         Plan, if requested by the Company, the Recipient shall agree, in the
         Award Agreement, to remain in the employ of (or to consult for or to
         serve as a Non-employee Director of, as applicable) the Company or any
         Affiliated Entity for a period of at least one (1) year (or such
         shorter period as may be fixed in the Award Agreement or by action of
         the Administering Body following grant of the Award) after the Award is
         granted (or, in the case of a Non-employee Director, until the next
         annual meeting of stockholders of the Company).

         5.3. EXERCISE OF AWARDS. No Award granted hereunder shall be issuable
or exercisable except in respect of whole shares, and fractional share interests
shall be disregarded. Not less than 100 shares of Common Stock (or such other
amount as is set forth in the applicable Award Agreement) may be purchased at
one time and Stock Options, or other Awards, as applicable, must be purchased or
exercised, as applicable, in multiples of 100 unless the number purchased is the
total number at the time available for purchase under the terms of the Award. An
Award shall be deemed to be claimed or exercised when the Secretary or other
designated official of the Company receives appropriate written notice, on such
form acceptable to the Company, from the Recipient, together with payment of the
applicable purchase or exercise price made in accordance with the Award
Agreement and any amounts required under Section 5.11. Notwithstanding any other
provision of this Plan, the Administering Body may impose, by rule and/or in
Award Agreements, such conditions upon the exercise of Awards (including without
limitation conditions limiting the time of exercise to specified periods) as may
be required to satisfy applicable regulatory requirements, including without
limitation Rule 16b-3 and Rule 10b-5 under the Exchange Act, and any amounts
required under Section 5.11 or other applicable section of or regulation under
the IRC.

         5.4. PAYMENT FOR AWARDS.

                  (a) Awards requiring payment of a purchase or exercise price
         shall be payable upon the exercise of such Award pursuant to any Award
         granted hereunder by delivery of legal tender of the United States or
         payment of such other consideration as the Administering Body may from
         time to time deem acceptable in any particular instance.

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                  (b) The Company may assist any person to whom Awards are
         granted hereunder (including without limitation any Employee, Director
         or Consultant of the Company) in the payment of the exercise price or
         other amounts payable in connection with the receipt or exercise of
         such Award, by lending such amounts to such person on such terms and at
         such rates of interest and upon such security (if any) as shall be
         approved by the Administering Body.

                  (c) In the discretion of the Administering Body, payments for
         purchase or exercise of Awards may be by matured capital stock of the
         Company (i.e., owned longer than six (6) months) delivered in transfer
         to the Company by or on behalf of the person exercising the Award and
         duly endorsed in blank or accompanied by stock powers duly endorsed in
         blank, with signatures guaranteed in accordance with the Exchange Act
         if required by the Administering Body (valued at Fair Market Value as
         of the exercise date), or such other consideration as the Administering
         Body may from time to time in the exercise of its discretion deem
         acceptable in any particular instance; PROVIDED, HOWEVER, that the
         Administering Body may, in the exercise of its discretion, (i) allow
         exercise of Stock Options in a broker-assisted or similar transaction
         in which the exercise price is not received by the Company until
         promptly after exercise, and/or (ii) allow the Company to loan the
         applicable purchase or exercise price to the Recipient, if the purchase
         or exercise will be followed by a prompt sale of some or all of the
         underlying shares and a portion of the sale proceeds is dedicated to
         full payment of the purchase or exercise price and amounts required
         pursuant to Section 5.11.

         5.5. NO EMPLOYMENT OR OTHER CONTINUING RIGHTS. Nothing contained in
this Plan (or in any Award Agreement or in any other agreement or document
related to this Plan or to Awards granted hereunder) shall confer upon any
Eligible Person or Recipient any right to continue in the employ (or other
business relationship) of the Company or any Affiliated Entity or constitute any
contract or agreement of employment or engagement, or interfere in any way with
the right of the Company or any Affiliated Entity to reduce such person's
compensation or other benefits or to terminate the employment or engagement of
such Eligible Person or Recipient, with or without cause. Except as expressly
provided in this Plan or in any Award Agreement pursuant to this Plan, the
Company shall have the right to deal with each Recipient in the same manner as
if this Plan and any such Award Agreement did not exist, including without
limitation with respect to all matters related to the hiring, retention,
discharge, compensation and conditions of the employment or engagement of the
Recipient. Any questions as to whether and when there has been a termination of
a Recipient's employment or engagement, the reason (if any) for such
termination, and/or the consequences thereof under the terms of this Plan or any
statement evidencing the grant of Awards pursuant to this Plan shall be
determined by the Administering Body, and the Administering Body's determination
thereof shall be final and binding.

         5.6. RESTRICTIONS UNDER APPLICABLE LAWS AND REGULATIONS.

                  (a) All Awards granted under this Plan shall be subject to the
         requirement that, if at any time the Company shall determine, in its
         discretion, that the listing, registration or qualification of the
         shares subject to any such Award granted under this Plan upon any
         securities exchange or under any federal, state or foreign law, or the
         consent or approval of any government regulatory body, is necessary or
         desirable as a condition of, or in connection with, the granting of
         such Awards or the issuance, if any, or purchase of shares in
         connection therewith, such Awards may not be granted or exercised as a
         whole or in part unless and until such listing, registration,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Company. During the term

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         of this Plan, the Company will use reasonable efforts to seek to obtain
         from the appropriate regulatory agencies any requisite qualifications,
         consents, approvals or authorizations in order to issue and sell such
         number of shares of its Common Stock as shall be sufficient to satisfy
         the requirements of this Plan. The inability of the Company to obtain
         from any such regulatory agency having jurisdiction thereof the
         qualifications, consents, approvals or authorizations deemed by the
         Company to be necessary for the lawful issuance and sale of any shares
         of its Common Stock hereunder shall relieve the Company of any
         liability in respect of the nonissuance or sale of such stock as to
         which such requisite authorization shall not have been obtained.

                  (b) The Company shall be under no obligation to register or
         qualify the issuance of Awards or underlying shares of Common Stock
         under the Securities Act or applicable state securities laws. Unless
         the shares of Common Stock applicable to any such Award have been
         registered under the Securities Act and qualified or registered under
         applicable state securities laws, the Company shall be under no
         obligation to issue any shares of Common Stock covered by any Award
         unless the Award and underlying shares of Common Stock, as applicable,
         may be issued pursuant to applicable exemptions from such registration
         or qualification requirements. In connection with any such exempt
         issuance, the Administering Body may require the Recipient to provide a
         written representation and undertaking to the Company, satisfactory in
         form and scope to the Company and upon which the Company may reasonably
         rely, that such Recipient is acquiring such securities for his or her
         own account as an investment and not with a view to, or for sale in
         connection with, the distribution of any such shares of stock, and that
         such person will make no transfer of the same except in compliance with
         any rules and regulations in force at the time of such transfer under
         the Securities Act and other applicable law, and that if shares of
         stock are issued without such registration, a legend to this effect
         (together with any other legends deemed appropriate by the
         Administering Body) may be endorsed upon the securities so issued. The
         Company may also order its transfer agent to stop transfers of such
         securities. The Administering Body may also require the Recipient to
         provide the Company such information and other documents as the
         Administering Body may request in order to satisfy the Administering
         Body as to the investment sophistication and experience of the
         Recipient and as to any other conditions for compliance with any such
         exemptions from registration or qualification.

         5.7. ADDITIONAL CONDITIONS. Any Award may also be subject to such other
provisions (whether or not applicable to any other Award or Eligible Person) as
the Administering Body determines appropriate including without limitation (a)
provisions to assist the Recipient in financing the purchase of Common Stock
issuable as a result of such Award, (b) provisions for the forfeiture of or
restrictions on resale or other disposition of shares of Common Stock acquired
under any form of benefit, (c) provisions giving the Company the right to
repurchase shares of Common Stock acquired under any form of benefit in the
event the Recipient elects to dispose of such shares, and (d) provisions to
comply with federal and state securities laws and federal and state income tax
withholding requirements.

         5.8. NO PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise set forth
herein, a Recipient shall have no rights as a stockholder with respect to any
shares issuable or issued in connection with an Award until the date of the
receipt by the Company of all amounts payable in connection with the purchase or
exercise, as applicable, of the Award, the satisfaction or waiver of all
applicable Performance Criteria and performance by the Recipient of all
obligations applicable thereto. Status as an Eligible Person shall not be
construed as a commitment that any Award will be granted under this Plan to an
Eligible Person or to Eligible Persons generally. No person shall have any
right, title or interest in any fund or in any specific asset (including shares
of capital stock) of the Company by reason of any Award granted hereunder.
Neither this Plan (nor any documents related hereto) nor any action taken
pursuant hereto (or thereto) shall be construed to create a trust of any kind or
a fiduciary relationship between the Company and any Person. To the extent that
any Person acquires a right to receive Awards hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Company.

                                       8
<PAGE>

         5.9. NON-TRANSFERABLE.

                  (a) No Award under the Plan may be sold, pledged, assigned or
         transferred in any manner other than by will or the laws of descent and
         distribution or, subject to the consent of the Administering Body,
         pursuant to a DRO, unless and until such Award has been exercised, or
         the shares underlying such Award have been issued, and all restrictions
         applicable to such shares have lapsed. No Award or interest or right
         therein shall be subject to liability for the debts, contracts or
         engagements of the Recipient or his or her successors in interest or
         shall be subject to disposition by transfer, alienation, anticipation,
         pledge, encumbrance, assignment or any other means whether such
         disposition be voluntary or involuntary or by operation of law by
         judgment, levy, attachment, garnishment or any other legal or equitable
         proceedings (including bankruptcy), and any attempted disposition
         thereof shall be null and void and of no effect, except to the extent
         that such disposition is permitted by the preceding sentence.

                  (b) During the lifetime of the Recipient, only he or she may
         exercise an Option or other Award (or any portion thereof) granted to
         him or her under the Plan, unless it has been disposed of with the
         consent of the Administering Body pursuant to a DRO. After the death of
         the Recipient, any exercisable portion of an Option or other Award may,
         prior to the time when such portion becomes unexercisable under the
         Plan or the applicable Award Agreement, be exercised by his personal
         representative or by any person empowered to do so under the deceased
         Recipient's will or under the then applicable laws of descent and
         distribution.

         5.10. INFORMATION TO RECIPIENTS.

                  (a) The Administering Body in its sole discretion shall
         determine what, if any, financial and other information shall be
         provided to Recipients and when such financial and other information
         shall be provided after giving consideration to applicable federal and
         state laws, rules and regulations, including without limitation
         applicable federal and state securities laws, rules and regulations.

                  (b) The furnishing of financial and other information that is
         confidential to the Company shall be subject to the Recipient's
         agreement that the Recipient shall maintain the confidentiality of such
         financial and other information, shall not disclose such information to
         third parties, and shall not use the information for any purpose other
         than evaluating an investment in the Company's securities under this
         Plan. The Administering Body may impose other restrictions on the
         access to and use of such confidential information and may require a
         Recipient to acknowledge the Recipient's obligations under this Section
         5.10(b) (which acknowledgment shall not be a condition to the
         Recipient's obligations under this Section 5.10(b)).

         5.11. WITHHOLDING TAXES. Whenever the granting, vesting or exercise of
any Award granted under this Plan, or the transfer of any shares issued upon
exercise of any Award, gives rise to tax or tax withholding liabilities or
obligations, the Administering Body shall have the right to require the
Recipient to remit to the Company an amount sufficient to satisfy any federal,
state and local withholding tax requirements prior to issuance of such shares.
The Administering Body may, in the exercise of its discretion, allow
satisfaction of tax withholding requirements by accepting delivery of stock of
the Company (or by withholding a portion of the stock otherwise issuable in
connection with such Awards).

                                       9
<PAGE>

         5.12. LEGENDS ON COMMON STOCK CERTIFICATES. Each certificate
representing shares acquired as a result of any Award granted hereunder shall be
endorsed with all legends, if any, required by applicable federal and state
securities and other laws to be placed on the certificate. The determination of
which legends, if any, shall be placed upon such certificates shall be made by
the Administering Body in its sole discretion and such decision shall be final
and binding.

         5.13. EFFECT OF TERMINATION OF EMPLOYMENT ON AWARDS - EMPLOYEES ONLY.

                  (a) TERMINATION. Subject to Section 5.13(b), and except as
         otherwise provided in a written agreement between the Company and the
         Recipient, which may be entered into at any time before or after
         termination of employment of the Recipient, in the event of the
         termination of an Employee Recipient's employment, all of the
         Recipient's unvested Awards shall terminate and all of the Recipient's
         unexercised Awards shall expire and become unexercisable as of the
         earlier of (A) the date such Awards would have expired in accordance
         with their terms had the Recipient remained employed and (B) (i) six
         (6) months after the Recipient's engagement is terminated as a result
         of death or Permanent Disability and (ii) ninety (90) days after
         Recipient's engagement is terminated for any other reason.

                  (b) ALTERATION OF VESTING AND EXERCISE PERIODS.
         Notwithstanding anything to the contrary in Section 5.13(a), the
         Administering Body may in its discretion designate shorter or longer
         periods to claim or otherwise exercise Awards following a Recipient's
         termination of employment; PROVIDED, HOWEVER, that any shorter periods
         determined by the Administering Body shall be effective only if
         provided for in the instrument that evidences the grant to the
         Recipient of such Award or if such shorter period is agreed to in
         writing by the Recipient. Notwithstanding anything to the contrary
         herein, Awards shall be claimed or exercisable by a Recipient following
         such Recipient's termination of employment only to the extent that
         installments thereof had become exercisable on or prior to the date of
         such termination; and PROVIDED, FURTHER, that the Administering Body
         may, in its discretion, elect to accelerate the vesting of all or any
         portion of any Awards that had not vested on or prior to the date of
         such termination.

         5.14. EFFECT OF TERMINATION OF ENGAGEMENT ON AWARDS - NON-EMPLOYEES
ONLY.

                  (a) TERMINATION. Subject to Section 5.14(b), and except as
         otherwise provided in a written agreement between the Company and the
         Recipient, which may be entered into at any time before or after
         termination of engagement of the Recipient, in the event of the
         termination of any non-Employee Recipient's engagement (including,
         Directors and Consultants), all of the Recipient's unvested Awards
         shall terminate and all of the Recipient's unexercised Awards shall
         expire and become unexercisable as of the earlier of (A) the date such
         Awards would have expired in accordance with their terms had the
         Recipient remained engaged by the Company and (B)(i) six (6) months
         after Recipient's engagement is terminated as a result of death or
         Permanent Disability and (ii) ninety (90) days after Recipient's
         engagement is terminated for any other reason.

                  (b) ALTERNATION OF VESTING AND EXERCISE PERIODS.
         Notwithstanding anything to the contrary in Section 5.14(a), the
         Administering Body may, in its discretion, designate shorter or longer
         periods to claim or otherwise exercise Awards following a non-Employee
         Recipient's termination of engagement; PROVIDED, HOWEVER, that any
         shorter periods determined by the Administering Body shall be effective
         only if provided for in the instrument that evidences the grant to the
         Recipient of such Award or if such shorter period is agreed to in
         writing by the Recipient. Notwithstanding anything to the contrary
         herein, awards shall be claimed or exercisable by a Recipient following
         such Recipient's termination of engagement only to the extent that the
         installments thereof had become exercisable on or prior to the date of
         such termination; and PROVIDED FURTHER, that the Administering Body
         may, in its discretion, elect to accelerate the vesting of all or any
         portion of any Awards that had not vested on or prior to the date of
         such termination.

                                       10
<PAGE>

         5.15. TRANSFER; LEAVE OF ABSENCE. For purposes of this Plan, the
transfer by a Recipient to the employment or engagement of (i) the Company from
a Subsidiary Corporation, (ii) from the Company to a Subsidiary Corporation or
(iii) from one Subsidiary Corporation to another Subsidiary Corporation
(including, with respect to Consultants, the assignment between the Company and
a Subsidiary Corporation or between two Subsidiary Corporations, as applicable,
of an agreement pursuant to which such services are rendered) or, with respect
solely to Employees, an approved leave of absence for military service,
sickness, or for any other purpose approved by the Company, shall not be deemed
a termination. In the case of any Employee on an approved leave of absence, the
Administering Body may make such provision respecting continuance of Awards as
the Administering Body in its discretion deems appropriate, except that in no
event shall a Stock Option or other Award be exercisable after the date such
Award would expire in accordance with its terms had the Recipient remained
continuously employed.

         5.16. LIMITS ON AWARDS TO CERTAIN ELIGIBLE PERSONS.

                  (a) LIMITATIONS APPLICABLE TO SECTION 162(m) PARTICIPANTS.
         Notwithstanding any other provision of this Plan, in order for the
         compensation attributable to Awards hereunder to qualify as
         Performance-Based Compensation, no one Eligible Person shall be granted
         any one or more Awards with respect to more than 1,000,000 shares of
         Common Stock in any one calendar year. The limitation set forth in this
         Section 5.16 shall be subject to adjustment as provided in Section 3.4
         and under Article 11, but only to the extent such adjustment would not
         affect the status of compensation attributable to Awards hereunder as
         Performance-Based Compensation.

                  (b) LIMITATIONS APPLICABLE TO SECTION 16 PERSONS.
         Notwithstanding any other provision of this Plan, the Plan, and any
         Award granted or awarded to any individual who is then subject to
         Section 16 of the Exchange Act, shall be subject to any additional
         limitations set forth in any applicable exemptive rule under Section 16
         of the Exchange Act (including any amendment to Rule 16b-3 of the
         Exchange Act) that are requirements for the application of such
         exemptive rule. To the extent permitted by applicable law, the Plan and
         Awards granted or awarded hereunder shall be deemed amended to the
         extent necessary to conform to such applicable exemptive rule.

6. STOCK OPTIONS

         6.1. NATURE OF STOCK OPTIONS. Subject to the limitations provided
otherwise herein, Stock Options may be Incentive Stock Options or Non-qualified
Stock Options.

         6.2. OPTION EXERCISE PRICE. The exercise price for each Stock Option
shall be determined by the Administering Body as of the date such Stock Option
is granted. The Administering Body may, with the consent of the Recipient and
subject to compliance with statutory or administrative requirements applicable
to Incentive Stock Options, amend the terms of any Stock Option to provide that
the exercise price of the shares remaining subject to the Stock Option shall be
reestablished at a price determined by the Administering Body on the date such
amendment is approved. No modification of any other term or provision of any
Stock Option that is amended in accordance with the foregoing shall be required,
although the Administering Body may, in its discretion, make such further
modifications of any such Stock Option as are not inconsistent with this Plan.


                                       11
<PAGE>

         6.3. OPTION PERIOD AND VESTING. Stock Options granted hereunder shall
vest and may be exercised as determined by the Administering Body, except that
exercise of such Stock Options after termination of the Recipient's employment
or engagement shall be subject to Section 5.13 or 5.14, as the case may be. Each
Stock Option granted hereunder and all rights or obligations thereunder shall
expire on such date as shall be determined by the Administering Body, but not
later than ten (10) years after the date the Stock Option is granted and shall
be subject to earlier termination as provided herein or in the Award Agreement.
The Administering Body may, in its discretion at any time and from time to time
after the grant of a Stock Option, accelerate vesting of such Option as a whole
or in part by increasing the number of shares then purchasable, provided that
the total number of shares subject to such Stock Option may not be increased.
Except as otherwise provided herein, a Stock Option shall become exercisable, as
a whole or in part, on the date or dates specified by the Administering Body and
thereafter shall remain exercisable until the expiration or earlier termination
of the Stock Option.

         6.4. SPECIAL PROVISIONS REGARDING INCENTIVE STOCK OPTIONS.

                  (a) Notwithstanding anything in this Article 6 to the
         contrary, the exercise price and vesting period of any Stock Option
         intended to qualify as an Incentive Stock Option shall comply with the
         provisions of Section 422 of the IRC and the regulations thereunder. As
         of the Effective Date, such provisions require, among other matters,
         that (i) the exercise price must not be less than the Fair Market Value
         of the underlying stock as of the date the Incentive Stock Option is
         granted, and not less than 110% of the Fair Market Value as of such
         date in the case of a grant to a Significant Stockholder; and (ii) that
         the Incentive Stock Option not be exercisable after the expiration of
         five (5) years from the date of grant in the case of an Incentive Stock
         Option granted to a Significant Stockholder.

                  (b) The aggregate Fair Market Value (determined as of the
         respective date or dates of grant) of the Common Stock for which one or
         more Incentive Stock Options granted to any Recipient under this Plan
         (or any other option plan of the Company or any of its Subsidiary
         Corporations or affiliates) may for the first time become exercisable
         as Incentive Stock Options under the federal tax laws during any one
         calendar year shall not exceed $100,000.

                  (c) Any Options granted as Incentive Stock Options pursuant to
         this Plan that for any reason fail or cease to qualify as such shall be
         treated as Non-qualified Stock Options.

         6.5. RELOAD OPTIONS. At the discretion of the Administering Body, Stock
Options granted pursuant to this Plan may include a "reload" feature pursuant to
which a Recipient exercising an Option by the delivery of a number of shares of
matured capital stock in accordance with Section 5.4(c) hereof and the Award
Agreement would automatically be granted an additional Option (with an exercise
price equal to the Fair Market Value of the Common Stock on the date the
additional Option is granted and with the same expiration date as the original
Option being exercised, and with such other terms as the Administering Body may
provide) to purchase that number of shares of Common Stock equal to the number
delivered to exercise the original Option.

         6.6. RESTRICTIONS. The Administering Body, in its sole and absolute
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of an Option as it deems appropriate.
Any such restriction shall be set forth in the respective Award Agreement and
may be referred to on the certificates evidencing such shares. The Recipient
shall give the Company prompt notice of any disposition of shares of Common
Stock required by exercise of an Incentive Stock Option within (i) two years
from the date of granting (including the date the Option is modified, extended
or renewed for purposes of section 424(h) of the IRC) such Option to such
Recipient or (ii) one year after the transfer of such shares to such Recipient.

                                       12
<PAGE>

7. RESTRICTED STOCK AWARDS

         7.1. NATURE OF RESTRICTED STOCK AWARDS. The Administering Body may
grant Restricted Stock Awards to any Eligible Person. A Restricted Stock Award
is an Award entitling the recipient to acquire, at par value or such other
purchase price determined by the Administering Body (but not less than the par
value thereof unless permitted by applicable state law), shares of Common Stock
subject to such restrictions and conditions as the Administering Body may
determine at the time of grant ("Restricted Stock"). Conditions may be based on
continuing employment (or other business relationships) and/or the achievement
of pre-established Performance Criteria.

         7.2. RIGHTS AS STOCKHOLDERS. Subject to Section 7.3, upon delivery of
the shares of the Restricted Stock to the escrow holder pursuant to Section 7.5,
the Recipient shall have, unless otherwise provided by the Administering Body,
all the rights of a stockholder with respect to said shares, subject to the
restrictions in his or her Award Agreement, including the right to receive all
dividends and other distributions paid or made with respect to the shares;
PROVIDED, HOWEVER, that in the discretion of the Administering Body, any
extraordinary distributions with respect to the Common Stock shall be subject to
the restrictions set forth in Section 7.3.

         7.3. RESTRICTION. All shares of Restricted Stock issued under this Plan
(including any shares received by holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form
of recapitalization) shall, in the terms of each individual Award Agreement, be
subject to such restrictions as the Administering Body shall provide, which
restrictions may include, without limitation, restrictions concerning voting
rights and transferability and restrictions based on duration of employment or
engagement with the Company or its Affiliated Entities, Company performance and
individual performance; PROVIDED, HOWEVER, that, unless the Administering Body
otherwise provides in the terms of the Award Agreement or otherwise, no share of
Restricted Stock granted to a person subject to Section 16 of the Exchange Act
shall be sold, assigned or otherwise transferred until at least six (6) months
and one (1) day have elapsed from the date on which the Restricted Stock was
issued, and PROVIDED, FURTHER, that, except with respect to shares of Restricted
Stock granted to Section 162(m) participants, by action taken after the
Restricted Stock is issued, the Administering Body may, on such terms and
conditions as it may determine to be appropriate, remove any or all of the
restrictions imposed by the terms of the Award Agreement. Restricted Stock may
not be sold or encumbered until all restrictions are terminated or expire.

         7.4. REPURCHASE OF RESTRICTED STOCK. The Administering Body shall
provide in the terms of each individual Award Agreement that the Company shall
have a right to repurchase from the Recipient the Restricted Stock then subject
to restrictions under the Award Agreement immediately upon a termination of
employment (with or without cause and for any reason whatsoever) or, if
applicable, upon a termination of engagement (with or without cause and for any
reason whatsoever) between the Recipient and the Company, at a cash price per
share equal to the price paid by the Recipient for such Restricted Stock;
PROVIDED, HOWEVER, that except with respect to shares of Restricted Stock
granted to Section 162(m) participants, the Administering Body in its sole and
absolute discretion may provide that no such right of repurchase shall exist in
the event of a termination of employment or engagement following a Change in
Control of the Company or because of the Recipient's death or Permanent
Disability.

                                       13
<PAGE>

         7.5. ESCROWS. The Secretary of the Company or such other escrow holder
as the Administering Body may appoint shall retain physical custody of each
certificate representing Restricted Stock until all of the restrictions imposed
under the Award Agreement with respect to the shares evidenced by such
certificate expire or shall have been removed.

         7.6. VESTING OF RESTRICTED STOCK. The Administering Body at the time of
grant shall specify the date or dates and/or attainment of pre-established
Performance Criteria and other conditions on which Restricted Stock shall become
vested, subject to such further rights of the Company or its assigns as may be
specified in the instrument evidencing the Restricted Stock Award.

         7.7. WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The written
instrument evidencing the Award of Restricted Stock may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

8. UNRESTRICTED STOCK AWARDS

         8.1. GRANT OR SALE OF UNRESTRICTED STOCK.

                  (a) GRANT OR SALE OF UNRESTRICTED STOCK. The Administering
         Body may, in its sole discretion, grant (or sell at a purchase price
         determined by the Administering Body) an Unrestricted Stock Award to
         any Eligible Person, pursuant to which such individual may receive
         shares of Common Stock free of any vesting restrictions ("Unrestricted
         Stock") under the Plan. Unrestricted Stock Awards may be granted or
         sold as described in the preceding sentence in respect of past services
         or other valid consideration, or in lieu of any cash compensation due
         to such individual.

                  (b) DEFERRAL OF AWARDS. Each Recipient who has made an
         election to receive shares of Unrestricted Stock under this Article 8
         will have the right to defer receipt of up to 100% of such shares of
         Unrestricted Stock payable to such Recipient in accordance with such
         rules and procedures as may from time to time be established by the
         Administering Body for that purpose, and such election shall be
         effective on the later of the date six (6) months and one (1) day from
         the date of such election or the beginning of the next calendar year.
         The deferred Unrestricted Stock shall be entitled to receive Dividend
         Equivalent Rights settled in shares of Common Stock.

9. PERFORMANCE STOCK AWARDS

         9.1. NATURE OF PERFORMANCE STOCK AWARDS. A Performance Stock Award is
an Award entitling the Recipient to acquire shares of Common Stock upon the
attainment of specified Performance Criteria. The Administering Body may make
Performance Stock Awards independent of or in connection with the granting of
any other Award under the Plan. Performance Stock Awards may be granted under
the Plan to any Eligible Person. The Administering Body, in its sole discretion,
shall determine whether and to whom Performance Stock Awards shall be made, the
Performance Criteria applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and conditions
applicable to the awarded shares; PROVIDED, HOWEVER, that the Administering Body
may rely on the Performance Criteria and other standards applicable to other
performance unit plans of the Company in setting the standards for Performance
Stock Awards under the Plan.

         9.2. RIGHTS AS A STOCKHOLDER. A Recipient receiving a Performance Stock
Award shall have the rights of a stockholder only as to shares actually received
by the Recipient under the Plan and not with respect to shares subject to the
Award but not actually received by the Recipient. A Recipient shall be entitled
to receive a stock certificate evidencing the acquisition of shares of Common
Stock under a Performance Stock Award only upon satisfaction of all conditions
specified in the Award Agreement evidencing the Performance Stock Award (or in a
performance plan adopted by the Administering Body).

                                       14
<PAGE>

         9.3. ACCELERATION, WAIVER, ETC. At any time prior to the Participant's
termination of employment (or other business relationship) by the Company, the
Administering Body may, in its sole discretion, accelerate, waive or, subject to
the other provisions of this Plan, amend any and all of the goals, restrictions
or conditions imposed under any Performance Stock Award.

10. DIVIDEND EQUIVALENT RIGHTS

         10.1. DIVIDEND EQUIVALENT RIGHTS. A Dividend Equivalent Right is an
Award entitling the Recipient to receive credits based on cash dividends that
would be paid on the shares of Common Stock specified in the Dividend Equivalent
Right (or other Award to which it relates) if such shares were held by the
Recipient. A Dividend Equivalent Right may be granted hereunder to any Eligible
Person, as a component of another Award or as a freestanding Award. The terms
and conditions of Dividend Equivalent Rights shall be specified in the Award
Agreement. Dividend equivalents credited to the holder of a Dividend Equivalent
Right may be paid currently or may be deemed to be reinvested in additional
shares of Common Stock, which may thereafter accrue additional equivalents. Any
such reinvestment shall be at Fair Market Value on the date of reinvestment or
such other price as may then apply under a dividend reinvestment plan sponsored
by the Company, if any. Dividend Equivalent Rights may be settled in cash or
shares of Common Stock or a combination thereof, in a single installment or
installments. A Dividend Equivalent Right granted as a component of another
Award may provide that such Dividend Equivalent Right shall be settled upon
exercise, settlement, or payment of, or lapse of restrictions on, such other
Award and that such Dividend Equivalent Right shall expire or be forfeited or
annulled under the same conditions as such other award. A Dividend Equivalent
Right granted as a component of another Award may also contain terms and
conditions different from such other Award.

         10.2. INTEREST EQUIVALENTS. Any Award under this Plan that is settled
in whole or in part in cash on a deferred basis may provide in the grant for
interest equivalents to be credited with respect to such cash payment. Interest
equivalents may be compounded and shall be paid upon such terms and conditions
as may be specified by the grant.

11. STOCK APPRECIATION RIGHTS

         11.1. GRANT OF STOCK APPRECIATION RIGHTS. A Stock Appreciation Right
may be granted to any Eligible Person selected by the Administering Body. A
Stock Appreciation Right may be granted (a) in connection and simultaneously
with the grant of a Stock Option, (b) with respect to previously granted Stock
Options, or (c) independent of a Stock Option. A Stock Appreciation Right shall
be subject to such terms and conditions not inconsistent with the Plan as the
Administering Body shall impose and shall be evidenced by an Award Agreement.

         11.2. COUPLED STOCK APPRECIATION RIGHTS.

                  (a) A Coupled Stock Appreciation Right ("CSAR") shall be
         related to a particular Stock Option and shall be exercisable only when
         and to the extent the related Stock Option is exercisable.

                                       15
<PAGE>

                  (b) A CSAR may be granted to the Recipient for no more than
         the number of shares subject to the simultaneously or previously
         granted Stock Option to which it is coupled.

                  (c) A CSAR shall entitle the Recipient (or other person
         entitled to exercise the Stock Option pursuant to the Plan) to
         surrender to the Company unexercised a portion of the Stock Option to
         which the CSAR relates (to the extent then exercisable pursuant to its
         terms) and to receive from the Company in exchange therefor an amount
         determined by multiplying the difference obtained by subtracting the
         Stock Option exercise price from the Fair Market Value of a share of
         Common Stock on the date of exercise of the CSAR by the number of
         shares of Common Stock with respect to which the CSAR shall have been
         exercised, subject to any limitations the Administering Body may
         impose.

         11.3. INDEPENDENT STOCK APPRECIATION RIGHTS.

                  (a) An Independent Stock Appreciation Right ("ISAR") shall be
         unrelated to any Stock Option and shall have the terms set by the
         Administering Body. An ISAR shall be exercisable in such installments
         as the Administering Body may determine. An ISAR shall cover such
         number of shares of Common Stock as the Administering Body may
         determine; PROVIDED, HOWEVER, that unless the Administering Body
         otherwise provides in the terms of the ISAR or otherwise, no ISAR
         granted to a person subject to Section 16 of the Exchange Act shall be
         exercisable until at least six (6) months and one day has elapsed from
         the date on which the Stock Option was granted. The exercise price per
         share of the Common Stock subject to each ISAR shall be set by the
         Administering Body. An ISAR is exercisable only while the Recipient
         remains employed or engaged by the Company; PROVIDED that the
         Administering Body may determine that the ISAR may be exercised
         subsequent to termination of employment or engagement or following a
         Change in Control of the Company, or because of the Recipient's
         retirement, death or Permanent Disability, or otherwise.

                  (b) An ISAR shall entitle the Recipient (or other person
         entitled to exercise the ISAR pursuant to the Plan) to exercise all or
         a specified portion of the ISAR (to the extent then exercisable
         pursuant to its terms) and to receive from the Company an amount
         determined by multiplying the difference obtained by subtracting the
         exercise price per share of the ISAR from the Fair Market Value of a
         share of Common Stock on the date of exercise of the ISAR by the number
         of shares of Common Stock with respect to which the ISAR shall have
         been exercised, subject to any limitations the Administering Body may
         impose.

         11.4. PAYMENT AND LIMITATIONS ON EXERCISE.

                  (a) Payment of the amounts determined under Section 11.2(c)
         and 11.3(b) above shall be in cash, in Common Stock (based on its Fair
         Market Value as of the date the Stock Appreciation Right is exercised)
         or a combination of both, as determined by the Administering Body. To
         the extent such payment is effected in Common Stock it shall be made
         subject to satisfaction of all provisions of the Plan pertaining to
         Stock Options.

                  (b) Holders of Stock Appreciation Rights may be required to
         comply with any timing or other restrictions with respect to the
         settlement or exercise of a Stock Appreciation Right, including a
         window-period limitation, as may be imposed in the discretion of the
         Administering Body.

                                       16
<PAGE>

12. REORGANIZATIONS

         12.1. CORPORATE TRANSACTIONS NOT INVOLVING A CHANGE IN CONTROL. If the
Company shall consummate any Reorganization not involving a Change in Control in
which holders of shares of Common Stock are entitled to receive in respect of
such shares any securities, cash or other consideration (including without
limitation a different number of shares of Common Stock), each Award outstanding
under this Plan shall thereafter be claimed or exercisable, in accordance with
this Plan, only for the kind and amount of securities, cash and/or other
consideration receivable upon such Reorganization by a holder of the same number
of shares of Common Stock as are subject to that Award immediately prior to such
Reorganization, and any adjustments will be made to the terms of the Award, and
the underlying Award Agreement, in the sole discretion of the Administering Body
as it may deem appropriate to give effect to the Reorganization.

         12.2. CORPORATE TRANSACTIONS INVOLVING A CHANGE IN CONTROL. As of the
effective time and date of any Change in Control, this Plan and any then
outstanding Awards (whether or not vested) shall automatically terminate unless
(a) provision is made in writing in connection with such transaction for the
continuance of this Plan and for the assumption of such Awards, or for the
substitution for such Awards of new grants covering the securities of a
successor entity or an affiliate thereof, with appropriate adjustments as to the
number and kind of securities and exercise prices, in which event this Plan and
such outstanding Awards shall continue or be replaced, as the case may be, in
the manner and under the terms so provided; or (b) the Board otherwise has
provided or shall provide in writing for such adjustments as it deems
appropriate in the terms and conditions of the then-outstanding Awards (whether
or not vested), including without limitation (i) accelerating the vesting of
outstanding Awards and/or (ii) providing for the cancellation of Awards and
their automatic conversion into the right to receive the securities, cash and/or
other consideration that a holder of the shares underlying such Awards would
have been entitled to receive upon consummation of such Change in Control had
such shares been issued and outstanding immediately prior to the effective date
and time of the Change in Control (net of the appropriate option exercise
prices). If, pursuant to the foregoing provisions of this Section 12.2, this
Plan and the Awards granted hereunder shall terminate by reason of the
occurrence of a Change in Control without provision for any of the actions
described in clause (a) or (b) hereof, then any Recipient holding outstanding
Awards shall have the right, at such time immediately prior to the consummation
of the Change in Control as the Board shall designate, to convert, claim or
exercise, as applicable, the Recipient's Awards to the full extent not
theretofore converted, claimed or exercised, including any installments which
have not yet become vested.

13. DEFINITIONS

Capitalized terms used in this Plan and not otherwise defined shall have the
meanings set forth below:

"ADMINISTERING BODY" shall mean the Board as long as no Stock Plan Committee has
been appointed and is in effect and shall mean the Stock Plan Committee as long
as the Stock Plan Committee is appointed and in effect.

"AFFILIATED ENTITY" means any Parent Corporation or Subsidiary Corporation.

"AWARD" or "AWARDS," except where referring to a particular category or grant
under the Plan, shall include Incentive Stock Options, Non-qualified Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Stock
Awards, Dividend Equivalent Rights and Stock Appreciation Rights.

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<PAGE>

"AWARD AGREEMENT" means the agreement or confirming memorandum setting forth the
terms and conditions of the Award.

"BOARD" means the Board of Directors of the Company.

"CHANGE IN CONTROL" means the following and shall be deemed to occur if any of
the following events occur:

                  (a) Any Person becomes after the Effective Date the beneficial
         owner (within the meaning of Rule 13d-3 promulgated under the Exchange
         Act) of 50% or more of either the then outstanding shares of Common
         Stock or the combined voting power of the Company's then outstanding
         securities entitled to vote generally in the election of directors; or

                  (b) Individuals who, as of the effective date hereof,
         constitute the Board of Directors of the Company (the "INCUMBENT
         BOARD") cease for any reason to constitute at least a majority of the
         Board of Directors of the Company, provided that any individual who
         becomes a director after the effective date hereof whose election, or
         nomination for election by the Company's stockholders, is approved by a
         vote of at least a majority of the directors then comprising the
         Incumbent Board shall be considered to be a member of the Incumbent
         Board unless that individual was nominated or elected by any Person
         having the power to exercise, through beneficial ownership, voting
         agreement and/or proxy, 50% or more of either the outstanding shares of
         Common Stock or the combined voting power of the Company's then
         outstanding voting securities entitled to vote generally in the
         election of directors, in which case that individual shall not be
         considered to be a member of the Incumbent Board unless such
         individual's election or nomination for election by the Company's
         stockholders is approved by a vote of at least two-thirds of the
         directors then comprising the Incumbent Board; or

                  (c) Consummation by the Company of the sale or other
         disposition by the Company of all or substantially all of the Company's
         assets or a reorganization or merger or consolidation of the Company
         with any other person, entity or corporation, other than

                           (i) a reorganization or merger or consolidation that
                  would result in the voting securities of the Company
                  outstanding immediately prior thereto (or, in the case of a
                  reorganization or merger or consolidation that is preceded or
                  accomplished by an acquisition or series of related
                  acquisitions by any Person, by tender or exchange offer or
                  otherwise, of voting securities representing 5% or more of the
                  combined voting power of all securities of the Company,
                  immediately prior to such acquisition or the first acquisition
                  in such series of acquisitions) continuing to represent,
                  either by remaining outstanding or by being converted into
                  voting securities of another entity, more than 50% of the
                  combined voting power of the voting securities of the Company
                  or such other entity outstanding immediately after such
                  reorganization or merger or consolidation (or series of
                  related transactions involving such a reorganization or merger
                  or consolidation), or

                           (ii) a reorganization or merger or consolidation
                  effected to implement a recapitalization or reincorporation of
                  the Company (or similar transaction) that does not result in a
                  material change in beneficial ownership of the voting
                  securities of the Company or its successor; or

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<PAGE>

                  (d) Approval by the stockholders of the Company or any order
         by a court of competent jurisdiction of a plan of liquidation of the
         Company.

                  (e) Notwithstanding the foregoing, a Change in Control of the
         type described in paragraph (b), (c) or (d) shall be deemed to be
         completed on the date it occurs, and a Change in Control of the type
         described in paragraph (a) shall be deemed to be completed as of the
         date the entity or group attaining 50% or greater ownership has elected
         its representatives to the Company's Board of Directors and/or caused
         its nominees to become officers of the Company with the authority to
         terminate or alter the terms of employee's employment.

"COMMISSION" means the Securities and Exchange Commission.

"COMMON STOCK" means the common stock of the Company as constituted on the
Effective Date of this Plan, and as thereafter adjusted as a result of any one
or more events requiring adjustment of outstanding Awards under Section 3.4
above.

"COMPANY" means New Visual Corporation, a Utah corporation.

"CONSULTANT" means any consultant or advisor if:

         (a) the consultant or advisor renders BONA FIDE services to the Company
         or any Affiliated Entity;

         (b) the services rendered by the consultant or advisor are not in
         connection with the offer or sale of securities in a capital-raising
         transaction and do not directly or indirectly promote or maintain a
         market for the Company's securities; and

         (c) the consultant or advisor is a natural person who has contracted
         directly with the Company or an Affiliated Entity to render such
         services.

"CSAR" means a coupled stock appreciation right as defined in Section 4.2.

"DIRECTOR" means any person serving on the Board of the Company irrespective of
whether such person is also an Employee of the Company.

"DIVIDEND EQUIVALENT RIGHT" shall mean any Award granted pursuant to Article 10
of this Plan.

"DRO" shall mean a domestic relations order as defined by the IRC or Title I of
ERISA or the rules thereunder.

"EFFECTIVE DATE" means August 30, 2001, which is the date this Plan was adopted
by the Board.

"ELIGIBLE PERSON" shall include key Employees, Directors and Consultants of the
Company or of any Affiliated Entity.

"EMPLOYEE" means any officer or other employee (as defined in accordance with
Section 3401(c) of the IRC) of the Company or any Affiliated Entity.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

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<PAGE>

"EXCHANGE ACT REGISTERED COMPANY" means that the Company has any class of any
equity security registered pursuant to Section 12 of the Exchange Act.

"EXPIRATION DATE" means the tenth anniversary of the Effective Date.

"FAIR MARKET VALUE" of a share of the Company's capital stock as of a particular
date shall be: (a) if the stock is listed on an established stock exchange or
exchanges (including for this purpose, the Nasdaq National Market), the closing
sale prices of the stock quoted for such date as reported in the transactions
index of each such exchange, as published in THE WALL STREET JOURNAL and
determined by the Administering Body, or, if no sale price was quoted in any
such index for such date, then as of the next preceding date on which such a
sale price was quoted; or (b) if the stock is not then listed on an exchange or
the Nasdaq National Market, the average of the closing bid and asked prices per
share for the stock in the over-the-counter market as quoted on The Nasdaq Small
Cap Market on such date (in the case of (a) or (b), subject to adjustment as and
if necessary and appropriate to set an exercise price not less than 100% of the
Fair Market Value of the stock on the date an option is granted); or (c) if the
stock is not then listed on an exchange or quoted in the over-the-counter
market, an amount determined in good faith by the Administering Body; PROVIDED,
HOWEVER, that (i) when appropriate, the Administering Body, in determining Fair
Market Value of capital stock of the Company, may take into account such other
factors as it may deem appropriate under the circumstances and (ii) if the stock
is traded on the Nasdaq SmallCap Market and both sales prices and bid and asked
prices are quoted or available, the Administering Body may elect to determine
Fair Market Value under either clause (i) or (ii) above. Notwithstanding the
foregoing, the Fair Market Value of capital stock for purposes of grants of
Incentive Stock Options shall be determined in compliance with applicable
provisions of the IRC.

"INCENTIVE STOCK OPTION" means a Stock Option that qualifies as an incentive
stock option under Section 422 of the IRC, or any successor statute thereto.

"IRC" means the Internal Revenue Code of 1986, as amended.

"ISAR" means an independent stock appreciation right as defined in Section 11.3.

"NON-EMPLOYEE DIRECTOR" means any director of the Company who qualifies as a
"non-employee director" within the meaning of Rule 16b-3.

"NON-QUALIFIED STOCK OPTION" means a Stock Option that is not an Incentive Stock
Option.

"OUTSIDE DIRECTOR" means an "outside director" as defined in the regulations
adopted under Section 162(m) of the IRC.

"PARENT CORPORATION" means any Parent Corporation as defined in Section 424(e)
of the IRC.

"PERFORMANCE-BASED COMPENSATION" means performance-based compensation as
described in Section 162(m) of the IRC. If the amount of compensation an
Eligible Person will receive under any Award is not based solely on an increase
in the value of Common Stock after the date of grant, the Stock Plan Committee,
in order to qualify Awards as performance-based compensation under Section
162(m) of the IRC, can condition the granting, vesting or exercisability or
purchase price of such Awards on the attainment of a preestablished, objective
performance goal. For this purpose, a preestablished, objective performance goal
may include one or more of the following performance criteria: (a) book value;
(b) earnings per share (including earnings before interest, taxes and
amortization); (c) return on equity; (d) total stockholder return; (e) return on
capital; (f) return on assets or net assets; (g) income or net income; (h)
operating income or net operating income; (i) operating margin; (j) attainment
of stated goals related to the Company's capitalization, costs, financial
condition or results of operations; and (k) any other similar performance
criteria.

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<PAGE>

"PERFORMANCE CRITERIA" shall mean the following business criteria with respect
to the Company, any Affiliated Entity or any division or operating unit: (a) net
income, (b) pre-tax income, (c) operating income, (d) cash flow, (e) earnings
per share, (f) return on equity, (g) return on invested capital or assets, (h)
cost reductions or savings, (i) funds from operations, (j) appreciation in the
fair market value of Common Stock, (k) earnings before any one or more of the
following items: interest, taxes, depreciation or amortization and (l) such
other criteria deemed appropriate by the Administering Body.

"PERFORMANCE STOCK AWARDS" means Awards granted pursuant to Article 9.

"PERMANENT DISABILITY" shall mean that the Recipient becomes physically or
mentally incapacitated or disabled so that the Recipient is unable to perform
substantially the same services as the Recipient performed prior to incurring
such incapacity or disability (the Company, at its option and expense, being
entitled to retain a physician to confirm the existence of such incapacity or
disability, and the determination of such physician to be binding upon the
Company and the Recipient), and such incapacity or disability continues for a
period of three consecutive months or six months in any 12-month period or such
other period(s) as may be determined by the Stock Plan Committee with respect to
any Award, provided that for purposes of determining the period during which an
Incentive Stock Option may be exercised pursuant to Section 5.13(b)(ii) hereof,
Permanent Disability shall mean "permanent and total disability" as defined in
Section 22(e) of the IRC.

"PERSON" means any person, entity or group, within the meaning of Section 13(d)
or 14(d) of the Exchange Act, but excluding (a) the Company and its Subsidiary
Corporations, (b) any employee stock ownership or other employee benefit plan
maintained by the Company that is qualified under ERISA and (c) an underwriter
or underwriting syndicate that has acquired the Company's securities solely in
connection with a public offering thereof.

"PLAN" means this 2001 Stock Incentive Plan of the Company.

"PLAN TERM" means the period during which this Plan remains in effect
(commencing on the Effective Date and ending on the Expiration Date).

"RECIPIENT" means a person who has received Awards under this Plan or any person
who is the successor in interest to a Recipient.

"REORGANIZATION" means any merger, consolidation or other reorganization.

"RESTRICTED STOCK" shall have the meaning ascribed thereto in Section 7.1.

"RESTRICTED STOCK AWARDS" means any Award granted pursuant to Article 7 of this
Plan.

"RULE 16B-3" means Rule 16b-3 under the Exchange Act.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

                                       21
<PAGE>

"SIGNIFICANT STOCKHOLDER" is an individual who, at the time an Award is granted
to such individual under this Plan, owns more than 10% of the combined voting
power of all classes of stock of the Company or of any Parent Corporation or
Subsidiary Corporation (after application of the attribution rules set forth in
Section 424(d) of the IRC).

"STOCK APPRECIATION RIGHT" means a stock appreciation right granted under
Article 11 of this Plan.

"STOCK OPTION" or "OPTION" means a right to purchase stock of the Company
granted under Article 6 of this Plan to an Eligible Person.

"STOCK PLAN COMMITTEE" means the committee appointed by the Board to administer
this Plan pursuant to Section 4.1.

"SUBSIDIARY CORPORATION" means any Subsidiary Corporation as defined in Section
424(f) of the IRC.

"UNRESTRICTED STOCK" shall have the meaning ascribed thereto in Section 8.1.

"UNRESTRICTED STOCK AWARD" means any Award granted pursuant to Article 8 of this
Plan.





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