Exhibit 4.1
                        MT ULTIMATE HEALTHCARE CORP.
                         2005 STOCK INCENTIVE PLAN


                           ARTICLE I -- PREAMBLE

     1.1  This MT Ultimate Healthcare Corp. 2005 Stock Incentive Plan of is
intended to secure for the Company and its Affiliates the benefits arising
from ownership of the Company's Common Stock by the Employees, Officers,
Directors and Consultants of the Company and its Affiliates, all of whom
are and will be responsible for the Company's future growth.  The Plan is
designed to help attract and retain for the Company and its Affiliates
personnel of superior ability for positions of exceptional responsibility,
to reward Employees, Officers, Directors and Consultants for their services
and to motivate such individuals through added incentives to further
contribute to the success of the Company and its Affiliates. With respect
to persons subject to Section 16 of the Act, transactions under this Plan
are intended to satisfy the requirements of Rule 16b-3 of the Act.

     1.2  Awards under the Plan may be made to an Eligible Person in the
form of (i) Incentive Stock Options (to Eligible Employees only); (ii)
Nonqualified Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v)
Performance Shares; or (vi) any combination of the foregoing.

     1.3  The Company's board of directors adopted the Plan on December 1,
2005.  The Plan shall be effective December 1, 2005 (the "Effective Date"),
subject to approval by the shareholders of the Company to the extent
necessary to satisfy the requirements of the Code, the Act, or other
applicable federal or state law.  Unless sooner terminated as provided
elsewhere in this Plan, this Plan shall terminate upon the close of
business on the day next preceding the tenth (10th) anniversary of the
Effective Date.  Award Agreements outstanding on such date shall continue
to have force and effect in accordance with the provisions thereof.

     1.4  The Plan shall be governed by, and construed in accordance with,
the laws of the State of Nevada (except its choice-of-law provisions).

     1.5 Capitalized terms shall have the meaning provided in Article II
unless otherwise provided in this Plan or any related Award Agreement.

                         ARTICLE II -- DEFINITIONS

     DEFINITIONS.  Except where the context otherwise indicates, the
following definitions apply:

     2.1  "Act" means the Securities Exchange Act of 1934, as now in effect
or as hereafter amended.

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

     2.3  "Award" means an award granted to a Participant in accordance
with the provisions of the Plan, including, but not limited to, Stock
Options, Restricted Stock, Stock Awards, Performance Shares, or any
combination of the foregoing.

     2.4  "Award Agreement" means the separate written agreement evidencing
each Award granted to a Participant under the Plan.

     2.5  "Board of Directors" or "Board" means the Board of Directors of
the Company, as constituted from time to time.


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     2.7  "Change of Control" means (i) the adoption of a plan of merger or
consolidation of the Company with any other corporation or association as a
result of which the holders of the voting capital stock of the Company as a
group would receive less than 50% of the voting capital stock of the
surviving or resulting corporation; (ii) the approval by the Board of
Directors of an agreement providing for the sale or transfer (other than as
security for obligations of the Company) of substantially all the assets of
the Company; or (iii) in the absence of a prior expression of approval by
the Board of Directors, the acquisition of more than 20% of the Company's
voting capital stock by any person within the meaning of Rule 13d-3 under
the Act (other than the Company or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Company).

     2.8  "Code" means the Internal Revenue Code of 1986, as amended, and
the regulations and interpretations promulgated thereunder.

     2.9  "Committee" means a committee of two or more members of the Board
appointed by the Board in accordance with Section 3.2 of the Plan.

     2.10  "Common Stock" means the Company's common stock.

     2.11  "Company" means MT Ultimate Healthcare Corp., a Nevada
corporation.

     2.12.  "Consultant" means any person, including an advisor engaged by
the Company or an Affiliate to render bona fide consulting or advisory
services to the Company or an Affiliate, other than as an Employee,
Director or Non-Employee Director.

     2.13  "Director" means a member of the Board of Directors of the
Company.

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

     2.15  "Effective Date" shall be the date set forth in Section 1.3 of
the Plan.

     2.16  "Eligible Employee" means an Eligible Person who is an Employee
of the Company or any Affiliate.

     2.17  "Eligible Person" means any Employee, Officer, Director, Non-
Employee Director or Consultant of the Company or any Affiliate, except for
instances where services are in connection with the offer or sale of
securities in a capital-raising transaction, or they directly or indirectly
promote or maintain a market for the Company's securities, subject to any
other limitations as may be provided by the Code, the Act, or the Board.
In making such determinations, the Board may take into account the nature
of the services rendered by such person, his or her present and potential
contribution to the Company's success, and such other factors as the Board
in its discretion shall deem relevant.

     2.19  "Employee" means an individual who is a common-law employee of
the Company or an Affiliate including employment as an Officer.  Mere
service as a Director or payment of a director's fee by the Company or an
Affiliate shall not be sufficient to constitute "employment" by the Company
or an Affiliate.



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     2.20  "ERISA" means the Employee Retirement Income Security Act of
1974, as now in effect or as hereafter amended.

     2.21  "Fair Market Value" means:

          (a) for purposes of an Incentive Stock Option, if there is a
market for the Company's stock, on a stock exchange or in an over-the-
counter market, or otherwise, the Fair Market Value shall be the mean
between the highest and lowest quoted selling prices on the valuation date
of the Incentive Stock Option, or if there were no sales of the Company's
Common Stock on the valuation date, the Fair Market Value shall be the
weighted average of the means between the highest and lowest sales on the
nearest date before and the nearest date after the valuation date.  If a
valuation pursuant to this paragraph is not available, the appropriate
method described in Section 20.2031-2 of the Treasury Regulations adopted
under the Code shall be used for the Fair Market Value, and

          (b) for all other purposes, the mean between the highest and
lowest quoted selling prices of the Common Stock (if actual sales price
information on such trading day is not available, the mean between the bona
fide bid and asked prices on such trading day shall be used) on the trading
day immediately prior to the date on which a determination is being made
pursuant to this Section 2.21 (the "Mean Selling Price"), as reported by
the National Association of Securities Dealers Automated Quotation System
("NASDAQ"), or if the Common Stock is not traded on NASDAQ, the Mean
Selling Price in the over-the-counter market; provided, however, that if
the Common Stock is listed on a stock exchange, the Fair Market Value shall
be the Mean Selling Price on such exchange; and, provided further, that if
the Common Stock is not quoted or listed by any organization, the fair
value of the Common Stock, as determined by the Board, whose determination
shall be conclusive, shall be used.  In no event shall the Fair Market
Value of any share of Common Stock be less than its par value.

     2.22  "Grant Date" means, as to any Award, the latest of:

          (a) the date on which the Board authorizes the grant of the
Award; or

          (b) the date the Participant receiving the Award becomes an
Employee or a Director of the Company or its Affiliate, to the extent
employment status is a condition of the grant or a requirement of the Code
or the Act; or

                    (c) such other date (later than the dates described in
(a) and (b) above) as the Board may designate and as set forth in the
Participant's Award Agreement.

     2.23  "Immediate Family" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-
law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall
include adoptive relationships.

     2.24  "Incentive Stock Option" means a Stock Option intended to
qualify as an incentive stock option within the meaning of Section 422 of
the Code and is granted under Article IV of the Plan and designated as an
Incentive Stock Option in a Participant's Award Agreement.

     2.25  "Non-Employee Director" shall have the meaning set forth in Rule
16b-3 under the Act.

     2.26  "Nonqualified Stock Option" means a Stock Option not intended to
qualify as an Incentive Stock Option and is not so designated in the
Participant's Award Agreement.


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     2.27  "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Act.

     2.28  "Option Period" means the period during which a Stock Option may
be exercised from time to time, as established by the Board and set forth
in the Award Agreement for each Participant who is granted a Stock Option.

     2.29  "Option Price" means the purchase price for a share of Common
Stock subject to purchase pursuant to a Stock Option, as established by the
Board and set forth in the Award Agreement for each Participant who is
granted a Stock Option.

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

     2.31  "Participant" means an Eligible Person to whom an Award has been
granted and who has entered into an Award Agreement evidencing the Award
or, if applicable, such other person who holds an outstanding Award.

     2.32  "Performance Objectives" shall have the meaning set forth in
Article IX of the Plan.

     2.33  "Performance Period" shall have the meaning set forth in Article
IX of the Plan.

     2.34  "Performance Share" means an Award under Article IX of the Plan
of a unit valued by reference to the Common Stock, the payout of which is
subject to achievement of such Performance Objectives, measured during one
or more Performance Periods, as the Board, in its sole discretion, shall
establish at the time of such Award and set forth in a Participant's Award
Agreement.

     2.35  "Plan" means this MT Ultimate Healthcare Corp. 2005 Stock
Incentive Plan, as it may be amended from time to time.

     2.36  "Reporting Person" means a person required to file reports under
Section 16(a) of the Act.

     2.37  "Restricted Stock" means an Award under Article VII of the Plan
of shares of Common Stock that are at the time of the Award subject to
restrictions or limitations as to the Participant's ability to sell,
transfer, pledge or assign such shares, which restrictions or limitations
may lapse separately or in combination at such time or times, in
installments or otherwise, as the Board, in its sole discretion, shall
determine at the time of such Award and set forth in a Participant's Award
Agreement.

     2.38  "Restriction Period" means the period commencing on the Grant
Date with respect to such shares of Restricted Stock and ending on such
date as the Board, in its sole discretion, shall establish and set forth in
a Participant's Award Agreement.


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     2.39  "Retirement" means retirement as determined under procedures
established by the Board or in any Award, as set forth in a Participant's
Award Agreement.

     2.40  "Rule 16b-3" means Rule 16b-3 promulgated under the Act or any
successor to Rule 16b-3, as in effect from time to time.  Those provisions
of the Plan which make express reference to Rule 16b-3, or which are
required in order for certain option transactions to qualify for exemption
under Rule 16b-3, shall apply only to a Reporting Person.

     2.41  "Stock Award" means an Award of shares of Common Stock under
Article VIII of the Plan.

     2.42  "Stock Option" means an Award under Article IV or Article V of
the Plan of an option to purchase Common Stock. A Stock Option may be
either an Incentive Stock Option or a Nonqualified Stock Option.

     2.43  "Ten Percent Stockholder" means an individual who owns (or is
deemed to own pursuant to Section 424(d) of the Code), at the time of
grant, stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any of its
Affiliates.

     2.44  "Termination of Service" means (i) in the case of an Eligible
Employee, the discontinuance of employment of such Participant with the
Company or its Affiliates for any reason other than a transfer to another
member of the group consisting of the Company and its Affiliates and (ii)
in the case of a Director who is not an Employee of the Company or any
Affiliate, the date such Participant ceases to serve as a Director. The
determination of whether a Participant has discontinued service shall be
made by the Board in its sole discretion. In determining whether a
Termination of Service has occurred, the Board may provide that service as
a Consultant or service with a business enterprise in which the Company has
a significant ownership interest shall be treated as employment with the
Company.

                        ARTICLE III   ADMINISTRATION

     3.1  The Plan shall be administered by the Board of Directors of the
Company.  The Board shall have the exclusive right to interpret and
construe the Plan, to select the Eligible Persons who shall receive an
Award, and to act in all matters pertaining to the grant of an Award and
the determination and interpretation of the provisions of the related Award
Agreement, including, without limitation, the determination of the number
of shares subject to Stock Options and the Option Period(s) and Option
Price(s) thereof, the number of shares of Restricted Stock or shares
subject to Stock Awards or Performance Shares subject to an Award, the
vesting periods (if any) and the form, terms, conditions and duration of
each Award, and any amendment thereof consistent with the provisions of the
Plan.  The Board may adopt, establish, amend and rescind such rules,
regulations and procedures as it may deem appropriate for the proper
administration of the Plan, make all other determinations which are, in the
Board's judgment, necessary or desirable for the proper administration of
the Plan, amend the Plan or a Stock Award as provided in Article XI, and
terminate or suspend the Plan as provided in Article XI.  All acts,
determinations and decisions of the Board made or taken pursuant to the
Plan or with respect to any questions arising in connection with the
administration and interpretation of the Plan or any Award Agreement,
including the severability of any and all of the provisions thereof, shall
be conclusive, final and binding upon all persons.

     3.2  The Board may, to the full extent permitted by and consistent
with applicable law and the Company's Bylaws, and subject to Subparagraph
3.2(b) hereinbelow, delegate any or all of its powers with respect to the
administration of the Plan to a Committee consisting of not fewer than two
members of the Board each of whom shall qualify (at the time of appointment
to the Committee and during all periods of service on the Committee) in all
respects as a Non-Employee Director and as an Outside Director.

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          (a)  If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized
to exercise (and references in the Plan to the Board shall thereafter be to
the Committee or subcommittee), subject, however, to such resolutions, not
consistent with the provisions of the Plan, as may be adopted from time to
time by the Board.

          (b)  The Board may abolish the Committee at any time and reassume
all powers and authority previously delegated to the Committee.

          (c)  In addition to, and not in limitation of, the right of any
Committee so designated by the Board to administer this Plan to grant
Awards to Eligible Persons under this Plan, the full Board of Directors may
from time to time grant Awards to Eligible Persons pursuant to the terms
and conditions of this Plan, subject to the requirements of the Code, Rule
16b-3 under the Act or any other applicable law, rule or regulation. In
connection with any such grants, the Board of Directors shall have all of
the power and authority of the Committee to determine the Eligible Persons
to whom such Awards shall be granted and the other terms and conditions of
such Awards.

     3.3  Without limiting the provisions of this Article III, and subject
to the provisions of Article X, the Board is authorized to take such action
as it determines to be necessary or advisable, and fair and equitable to
Participants and to the Company, with respect to an outstanding Award in
the event of a Change of Control as described in Article X or other similar
event. Such action may include, but shall not be limited to, establishing,
amending or waiving the form, terms, conditions and duration of an Award
and the related Award Agreement, so as to provide for earlier, later,
extended or additional times for exercise or payments, differing methods
for calculating payments, alternate forms and amounts of payment, an
accelerated release of restrictions or other modifications. The Board may
take such actions pursuant to this Section 3.3 by adopting rules and
regulations of general applicability to all Participants or to certain
categories of Participants, by including, amending or waiving terms and
conditions in an Award and the related Award Agreement, or by taking action
with respect to individual Participants from time to time.

     3.4  Subject to the provisions of Section 3.9, the maximum aggregate
number of shares of Common Stock which may be issued pursuant to Awards
under the Plan shall be One Hundred Million (100,000,000) shares. Such
shares of Common Stock shall be made available from authorized and unissued
shares of the Company.

          (a) For all purposes under the Plan, each Performance Share
awarded shall be counted as one share of Common Stock subject to an Award.

          (b) If, for any reason, any shares of Common Stock (including
shares of Common Stock subject to Performance Shares) that have been
awarded or are subject to issuance or purchase pursuant to Awards
outstanding under the Plan are not delivered or purchased, or are
reacquired by the Company, for any reason, including but not limited to a
forfeiture of Restricted Stock or failure to earn Performance Shares or the
termination, expiration or cancellation of a Stock Option, or any other
termination of an Award without payment being made in the form of shares of
Common Stock (whether or not Restricted Stock), such shares of Common Stock
shall not be charged against the aggregate number of shares of Common Stock
available for Award under the Plan and shall again be available for Awards
under the Plan. In no event, however, may Common Stock that is surrendered
or withheld to pay the exercise price of a Stock Option or to satisfy tax
withholding requirements be available for future grants under the Plan.

          (c) The foregoing subsections (a) and (b) of this Section 3.4
shall be subject to any limitations provided by the Code or by Rule 16b-3
under the Act or by any other applicable law, rule or regulation.


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     3.5  Each Award granted under the Plan shall be evidenced by a written
Award Agreement, which shall be subject to and shall incorporate (by
reference or otherwise) the applicable terms and conditions of the Plan and
shall include any other terms and conditions (not inconsistent with the
Plan) required by the Board.

     3.6  The Company shall not be required to issue or deliver any
certificates for shares of Common Stock under the Plan prior to:

          (a) any required approval of the Plan by the shareholders of the
Company; and

          (b) the completion of any registration or qualification of such
shares of Common Stock under any federal or state law, or any ruling or
regulation of any governmental body that the Company shall, in its sole
discretion, determine to be necessary or advisable.

     3.7  The Board may require any Participant acquiring shares of Common
Stock pursuant to any Award under the Plan to represent to and agree with
the Company in writing that such person is acquiring the shares of Common
Stock for investment purposes and without a view to resale or distribution
thereof.  Shares of Common Stock issued and delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the
Board may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Common Stock is then listed and any applicable federal or
state laws, and the Board may cause a legend or legends to be placed on the
certificate or certificates representing any such shares to make
appropriate reference to any such restrictions. In making such
determination, the Board may rely upon an opinion of counsel for the
Company.

     3.8  Except as otherwise expressly provided in the Plan or in an Award
Agreement with respect to an Award, no Participant shall have any right as
a shareholder of the Company with respect to any shares of Common Stock
subject to such Participant's Award except to the extent that, and until,
one or more certificates representing such shares of Common Stock shall
have been delivered to the Participant. No shares shall be required to be
issued, and no certificates shall be required to be delivered, under the
Plan unless and until all of the terms and conditions applicable to such
Award shall have, in the sole discretion of the Board, been satisfied in
full and any restrictions shall have lapsed in full, and unless and until
all of the requirements of law and of all regulatory bodies having
jurisdiction over the offer and sale, or issuance and delivery, of the
shares shall have been fully complied with.

     3.9  The total amount of shares with respect to which Awards may be
granted under the Plan and rights of outstanding Awards (both as to the
number of shares subject to the outstanding Awards and the Option Price(s)
or other purchase price(s) of such shares, as applicable) shall be
appropriately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock of the Company resulting from payment of
a stock dividend on the Common Stock, a stock split or subdivision or
combination of shares of the Common Stock, or a reorganization or
reclassification of the Common Stock, or any other change in the structure
of shares of the Common Stock. The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined by the Board in
its sole discretion. Any such adjustment may provide for the elimination of
any fractional shares which might otherwise become subject to an Award. All
adjustments made as the result of the foregoing in respect of each
Incentive Stock Option shall be made so that such Incentive Stock Option
shall continue to be an Incentive Stock Option, as defined in Section 422
of the Code.


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     3.10  No director or person acting pursuant to authority delegated by
the Board shall be liable for any action or determination under the Plan
made in good faith.  The members of the Board shall be entitled to
indemnification by the Company in the manner and to the extent set forth in
the Company's Articles of Incorporation, as amended, Bylaws or as otherwise
provided from time to time regarding indemnification of Directors.

     3.11  The Board shall be authorized to make adjustments in any
performance based criteria or in the other terms and conditions of
outstanding Awards in recognition of unusual or nonrecurring events
affecting the Company (or any Affiliate, if applicable) or its financial
statements or changes in applicable laws, regulations or accounting
principles. The Board may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award Agreement in the
manner and to the extent it shall deem necessary or desirable to reflect
any such adjustment. In the event the Company (or any Affiliate, if
applicable) shall assume outstanding employee benefit awards or the right
or obligation to make future such awards in connection with the acquisition
of another corporation or business entity, the Board may, in its sole
discretion, make such adjustments in the terms of outstanding Awards under
the Plan as it shall deem appropriate.

     3.12  Subject to the express provisions of the Plan, the Board shall
have full power and authority to determine whether, to what extent and
under what circumstances any outstanding Award shall be terminated,
canceled, forfeited or suspended. Notwithstanding the foregoing or any
other provision of the Plan or an Award Agreement, all Awards to any
Participant that are subject to any restriction or have not been earned or
exercised in full by the Participant shall be terminated and canceled if
the Participant is terminated for cause, as determined by the Board in its
sole discretion.

                   ARTICLE IV -- INCENTIVE STOCK OPTIONS

     4.1  The Board, in its sole discretion, may from time to time on or
after the Effective Date grant Incentive Stock Options to Eligible
Employees, subject to the provisions of this Article IV and Articles III
and VI and subject to the following conditions:

          (a) Incentive Stock Options shall be granted only to Eligible
Employees, each of whom may be granted one or more of such Incentive Stock
Options at such time or times determined by the Board.

          (b) The Option Price per share of Common Stock for an Incentive
Stock Option shall be set in the Award Agreement, but shall not be less
than (i) one hundred percent (100%) of the Fair Market Value of the Common
Stock at the Grant Date, or (ii) in the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, one hundred ten percent (110%) of the
Fair Market Value of the Common Stock at the Grant Date.

          (c) An Incentive Stock Option may be exercised in full or in part
from time to time within ten (10) years from the Grant Date, or such
shorter period as may be specified by the Board as the Option Period and
set forth in the Award Agreement; provided, however, that, in the case of
an Incentive Stock Option granted to a Ten Percent Stockholder, such period
shall not exceed five (5) years from the Grant Date; and further, provided
that, in any event, the Incentive Stock Option shall lapse and cease to be
exercisable upon a Termination of Service or within such period following a
Termination of Service as shall have been determined by the Board and set
forth in the related Award Agreement; and provided, further, that such
period shall not exceed the period of time ending on the date three (3)
months following a Termination of Service, unless employment shall have
terminated:


                                     8

               (i) as a result of Disability, in which event such period
shall not exceed the period of time ending on the date twelve (12) months
following a Termination of Service; or

               (ii) as a result of death, or if death shall have occurred
following a Termination of Service (other than as a result of Disability)
and during the period that the Incentive Stock Option was still
exercisable, in which event such period may not exceed the period of time
ending on the earlier of the date twelve (12) months after the date of
death;

and provided, further, that such period following a Termination of Service
or death shall in no event extend beyond the original Option Period of the
Incentive Stock Option.

          (d) The aggregate Fair Market Value of the shares of Common Stock
with respect to which any Incentive Stock Options (whether under this Plan
or any other plan established by the Company) are first exercisable during
any calendar year by any Eligible Employee shall not exceed one hundred
thousand dollars ($100,000), determined based on the Fair Market Value(s)
of such shares as of their respective Grant Dates; provided, however, that
to the extent permitted under Section 422 of the Code, if the aggregate
Fair Market Values of the shares of Common Stock with respect to which
Stock Options intended to be Incentive Stock Options are first exercisable
by any Eligible Employee during any calendar year (whether such Stock
Options are granted under this Plan or any other plan established by the
Company) exceed one hundred thousand dollars ($100,000), the Stock Options
or portions thereof which exceed such limit (according to the order in
which they were granted) shall be treated as  Nonqualified Stock Options.

          (e) No Incentive Stock Options may be granted more than ten (10)
years from the Effective Date.

          (f) The Award Agreement for each Incentive Stock Option shall
provide that the Participant shall notify the Company if such Participant
sells or otherwise transfers any shares of Common Stock acquired upon
exercise of the Incentive Stock Option within two (2) years of the Grant
Date of such Incentive Stock Option or within one (1) year of the date such
shares were acquired upon the exercise of such Incentive Stock Option.

     4.2  Subject to the limitations of Section 3.4, the maximum aggregate
number of shares of Common Stock subject to Incentive Stock Option Awards
shall be the maximum aggregate number of shares available for Awards under
the Plan.

     4.3  The Board may provide for any other terms and conditions which it
determines should be imposed for an Incentive Stock Option to qualify under
Section 422 of the Code, as well as any other terms and conditions not
inconsistent with this Article IV or Articles III or VI, as determined in
its sole discretion and set forth in the Award Agreement for such Incentive
Stock Option.

     4.4  Each provision of this Article IV and of each Incentive Stock
Option granted hereunder shall be construed in accordance with the
provisions of Section 422 of the Code, and any provision hereof that cannot
be so construed shall be disregarded.

                  ARTICLE V -- NONQUALIFIED STOCK OPTIONS

     5.1  The Board, in its sole discretion, may from time to time on or
after the Effective Date grant Nonqualified Stock Options to Eligible
Persons, subject to the provisions of this Article V and Articles III and
VI and subject to the following conditions:

          (a) Nonqualified Stock Options may be granted to any Eligible
Person, each of whom may be granted one or more of such Nonqualified Stock
Options, at such time or times determined by the Board.


                                     9

          (b) The Option Price per share of Common Stock for a Nonqualified
Stock Option shall be set in the Award Agreement and may be less than one
hundred percent (100%) of the Fair Market Value of the Common Stock at the
Grant Date; provided, however, that the exercise price of each Nonqualified
Stock Option granted under the Plan shall in no event be less than the par
value per share of the Company's Common Stock.

          (c) A Nonqualified Stock Option may be exercised in full or in
part from time to time within the Option Period specified by the Board and
set forth in the Award Agreement; provided, however, that, in any event,
the Nonqualified Stock Option shall lapse and cease to be exercisable upon
a Termination of Service or within such period following a Termination of
Service as shall have been determined by the Board and set forth in the
related Award Agreement.

     5.2  The Board may provide for any other terms and conditions for a
Nonqualified Stock Option not inconsistent with this Article V or Articles
III or VI, as determined in its sole discretion and set forth in the Award
Agreement for such Nonqualified Stock Option.

                  ARTICLE VI -- INCIDENTS OF STOCK OPTIONS

     6.1  Each Stock Option shall be granted subject to such terms and
conditions, if any, not inconsistent with this Plan, as shall be determined
by the Board and set forth in the related Award Agreement, including any
provisions as to continued employment as consideration for the grant or
exercise of such Stock Option and any provisions which may be advisable to
comply with applicable laws, regulations or rulings of any governmental
authority.  Notwithstanding any other provision of the Plan, no Stock
Option can be exercised after the expiration date provided in the
applicable Award Agreement and no Stock Option may provide that, upon
exercise of the Stock Option, a new Stock Option will automatically
granted.

     6.2  Except as hereinafter described, a Stock Option shall not be
transferable by the Participant other than by will or by the laws of
descent and distribution, and shall be exercisable during the lifetime of
the Participant only by the Participant or the Participant's guardian or
legal representative.  In the event of the death of a Participant, any
unexercised Stock Options may be exercised to the extent otherwise provided
herein or in such Participant's Award Agreement by the executor or personal
representative of such Participant's estate or by any person who acquired
the right to exercise such Stock Options by bequest under the Participant's
will or by inheritance. The Board, in its sole discretion, may at any time
permit a Participant to transfer a Nonqualified Stock Option for no
consideration to or for the benefit of one or more members of the
Participant's Immediate Family (including, without limitation, to a trust
for the benefit of the Participant and/or one or more members of such
Participant's Immediate Family or a corporation, partnership or limited
liability company established and controlled by the Participant and/or one
or more members of such Participant's Immediate Family), subject to such
limits as the Board may establish. The transferee of such Nonqualified
Stock Option shall remain subject to all terms and conditions applicable to
such Nonqualified Stock Option prior to such transfer. The foregoing right
to transfer the Nonqualified Stock Option, if granted by the Board shall
apply to the right to consent to amendments to the Award Agreement.


                                     10

     6.3  Shares of Common Stock purchased upon exercise of a Stock Option
shall be paid for in such amounts, at such times and upon such terms as
shall be determined by the Board, subject to limitations set forth in the
Stock Option Award Agreement. The Board may, in its sole discretion, permit
the exercise of a Stock Option by payment in cash or by tendering shares of
Common Stock (either by actual delivery of such shares or by attestation),
or any combination thereof, as determined by the Board. In the sole
discretion of the Board, payment in shares of Common Stock also may be made
with shares received upon the exercise or partial exercise of the Stock
Option, whether or not involving a series of exercises or partial exercises
and whether or not share certificates for such shares surrendered have been
delivered to the Participant. The Board also may, in its sole discretion,
permit the payment of the exercise price of a Stock Option by the voluntary
surrender of all or a portion of the Stock Option. Shares of Common Stock
previously held by the Participant and surrendered in payment of the Option
Price of a Stock Option shall be valued for such purpose at the Fair Market
Value thereof on the date the Stock Option is exercised.

     6.4  The holder of a Stock Option shall have no rights as a
shareholder with respect to any shares covered by the Stock Option
(including, without limitation, any voting rights, the right to inspect or
receive the Company's balance sheets or financial statements or any rights
to receive dividends or non-cash distributions with respect to such shares)
until such time as the holder has exercised the Stock Option and then only
with respect to the number of shares which are the subject of the exercise.
No adjustment shall be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.

     6.5  The Board may permit the voluntary surrender of all or a portion
of any Stock Option granted under the Plan to be conditioned upon the
granting to the Participant of a new Stock Option for the same or a
different number of shares of Common Stock as the Stock Option surrendered,
or may require such voluntary surrender as a condition precedent to a grant
of a new Stock Option to such Participant. Subject to the provisions of the
Plan, such new Stock Option shall be exercisable at such Option Price,
during such Option Period and on such other terms and conditions as are
specified by the Board at the time the new Stock Option is granted. Upon
surrender, the Stock Options surrendered shall be canceled and the shares
of Common Stock previously subject to them shall be available for the grant
of other Stock Options.

     6.6  The Board may at any time offer to purchase a Participant's
outstanding Stock Option for a payment equal to the value of such Stock
Option payable in cash, shares of Common Stock or Restricted Stock or other
property upon surrender of the Participant's Stock Option, based on such
terms and conditions as the Board shall establish and communicate to the
Participant at the time that such offer is made.

     6.7  The Board shall have the discretion, exercisable either at the
time the Award is granted or at the time the Participant discontinues
employment, to establish as a provision applicable to the exercise of one
or more Stock Options that, during a limited period of exercisability
following a Termination of Service, the Stock Option may be exercised not
only with respect to the number of shares of Common Stock for which it is
exercisable at the time of the Termination of Service but also with respect
to one or more subsequent installments for which the Stock Option would
have become exercisable had the Termination of Service not occurred.

                      ARTICLE VII -- RESTRICTED STOCK

     7.1  The Board, in its sole discretion, may from time to time on or
after the Effective Date award shares of Restricted Stock to Eligible
Persons as a reward for past service and an incentive for the performance
of future services that will contribute materially to the successful
operation of the Company an its Affiliates, subject to the terms and
conditions set forth in this Article VII.


                                     11

     7.2  The Board shall determine the terms and conditions of any Award
of Restricted Stock, which shall be set forth in the related Award
Agreement, including without limitation:

          (a) the purchase price, if any, to be paid for such Restricted
Stock, which may be zero, subject to such minimum consideration as may be
required by applicable law;

          (b) the duration of the Restriction Period or Restriction Periods
with respect to such Restricted Stock and whether any events may accelerate
or delay the end of such Restriction Period(s);

          (c) the circumstances upon which the restrictions or limitations
shall lapse, and whether such restrictions or limitations shall lapse as to
all shares of Restricted Stock at the end of the Restriction Period or as
to a portion of the shares of Restricted Stock in installments during the
Restriction Period by means of one or more vesting schedules;

          (d) whether such Restricted Stock is subject to repurchase by the
Company or to a right of first refusal at a predetermined price or if the
Restricted Stock may be forfeited entirely under certain conditions;

          (e) whether any performance goals may apply to a Restriction
Period to shorten or lengthen such period; and

          (f) whether dividends and other distributions with respect to
such Restricted Stock are to be paid currently to the Participant or
withheld by the Company for the account of the Participant.

     7.3  Awards of Restricted Stock must be accepted within a period of
thirty (30) days after the Grant Date (or such shorter or longer period as
the Board may specify at such time) by executing an Award Agreement with
respect to such Restricted Stock and tendering the purchase price, if any.
A prospective recipient of an Award of Restricted Stock shall not have any
rights with respect to such Award, unless such recipient has executed an
Award Agreement with respect to such Restricted Stock, has delivered a
fully executed copy thereof to the Board and has otherwise complied with
the applicable terms and conditions of such Award.

     7.4  In the sole discretion of the Board and as set forth in the Award
Agreement for an Award of Restricted Stock, all shares of Restricted Stock
held by a Participant and still subject to restrictions shall be forfeited
by the Participant upon the Participant's Termination of Service and shall
be reacquired, canceled and retired by the Company. Notwithstanding the
foregoing, unless otherwise provided in an Award Agreement with respect to
an Award of Restricted Stock, in the event of the death, Disability or
Retirement of a Participant during the Restriction Period, or in other
cases of special circumstances (including hardship or other special
circumstances of a Participant whose employment is involuntarily
terminated), the Board may elect to waive in whole or in part any remaining
restrictions with respect to all or any part of such Participant's
Restricted Stock, if it finds that a waiver would be appropriate.

     7.5  Except as otherwise provided in this Article VII, no shares of
Restricted Stock received by a Participant shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period.


                                     12

     7.6  Upon an Award of Restricted Stock to a Participant, a certificate
or certificates representing the shares of such Restricted Stock will be
issued to and registered in the name of the Participant. Unless otherwise
determined by the Board, such certificate or certificates will be held in
custody by the Company until (i) the Restriction Period expires and the
restrictions or limitations lapse, in which case one or more certificates
representing such shares of Restricted Stock that do not bear a restrictive
legend (other than any legend as required under applicable federal or state
securities laws) shall be delivered to the Participant, or (ii) a prior
forfeiture by the Participant of the shares of Restricted Stock subject to
such Restriction Period, in which case the Company shall cause such
certificate or certificates to be canceled and the shares represented
thereby to be retired, all as set forth in the Participant's Award
Agreement.  It shall be a condition of an Award of Restricted Stock that
the Participant deliver to the Company a stock power endorsed in blank
relating to the shares of Restricted Stock to be held in custody by the
Company.

     7.7  Except as provided in this Article VII or in the related Award
Agreement, a Participant receiving an Award of shares of Restricted Stock
Award shall have, with respect to such shares, all rights of a shareholder
of the Company, including the right to vote the shares and the right to
receive any distributions, unless and until such shares are otherwise
forfeited by such Participant; provided, however, the Board may require
that any cash dividends with respect to such shares of Restricted Stock be
automatically reinvested in additional shares of Restricted Stock subject
to the same restrictions as the underlying Award, or may require that cash
dividends and other distributions on Restricted Stock be withheld by the
Company or its Affiliates for the account of the Participant. The Board
shall determine whether interest shall be paid on amounts withheld, the
rate of any such interest, and the other terms applicable to such withheld
amounts.

                        ARTICLE VIII -- STOCK AWARDS

     8.1  The Board, in its sole discretion, may from time to time on or
after the Effective Date grant Stock Awards to Eligible Persons in payment
of compensation that has been earned or as compensation to be earned,
including without limitation compensation awarded or earned concurrently
with or prior to the grant of the Stock Award, subject to the terms and
conditions set forth in this Article VIII.

     8.2  For the purposes of this Plan, in determining the value of a
Stock Award, all shares of Common Stock subject to such Stock Award shall
be set in the Award Agreement and may be less than one hundred percent
(100%) of the Fair Market Value of the Common Stock at the Grant Date.

     8.3  Unless otherwise determined by the Board and set forth in the
related Award Agreement, shares of Common Stock subject to a Stock Award
will be issued, and one or more certificates representing such shares will
be delivered, to the Participant as soon as practicable following the Grant
Date of such Stock Award. Upon the issuance of such shares and the delivery
of one or more certificates representing such shares to the Participant,
such Participant shall be and become a shareholder of the Company fully
entitled to receive dividends, to vote and to exercise all other rights of
a shareholder of the Company. Notwithstanding any other provision of this
Plan, unless the Board expressly provides otherwise with respect to a Stock
Award, as set forth in the related Award Agreement, no Stock Award shall be
deemed to be an outstanding Award for purposes of the Plan.

                      ARTICLE IX -- PERFORMANCE SHARES

     9.1  The Board, in its sole discretion, may from time to time on or
after the Effective Date award Performance Shares to Eligible Persons as an
incentive for the performance of future services that will contribute
materially to the successful operation of the Company and its Affiliates,
subject to the terms and conditions set forth in this Article IX.


                                     13

     9.2  The Board shall determine the terms and conditions of any Award
of Performance Shares, which shall be set forth in the related Award
Agreement, including without limitation:

          (a) the purchase price, if any, to be paid for such Performance
Shares, which may be zero, subject to such minimum consideration as may be
required by applicable law;

          (b) the performance period (the "Performance Period") and/or
performance objectives (the "Performance Objectives") applicable to such
Awards;

          (c) the number of Performance Shares that shall be paid to the
Participant if the applicable Performance Objectives are exceeded or met in
whole or in part; and

          (d) the form of settlement of a Performance Share.

     9.3  At any date, each Performance Share shall have a value equal to
the Fair Market Value of a share of Common Stock.

     9.4  Performance Periods may overlap, and Participants may participate
simultaneously with respect to Performance Shares for which different
Performance Periods are prescribed.

     9.5  Performance Objectives may vary from Participant to Participant
and between Awards and shall be based upon such performance criteria or
combination of factors as the Board may deem appropriate, including, but
not limited to, minimum earnings per share or return on equity. If during
the course of a Performance Period there shall occur significant events
which the Board expects to have a substantial effect on the applicable
Performance Objectives during such period, the Board may revise such
Performance Objectives.

     9.6  In the sole discretion of the Board and as set forth in the Award
Agreement for an Award of Performance Shares, all Performance Shares held
by a Participant and not earned shall be forfeited by the Participant upon
the Participant's Termination of Service. Notwithstanding the foregoing,
unless otherwise provided in an Award Agreement with respect to an Award of
Performance Shares, in the event of the death, Disability or Retirement of
a Participant during the applicable Performance Period, or in other cases
of special circumstances (including hardship or other special circumstances
of a Participant whose employment is involuntarily terminated), the Board
may determine to make a payment in settlement of such Performance Shares at
the end of the Performance Period, based upon the extent to which the
Performance Objectives were satisfied at the end of such period and pro
rated for the portion of the Performance Period during which the
Participant was employed by the Company or an Affiliate; provided, however,
that the Board may provide for an earlier payment in settlement of such
Performance Shares in such amount and under such terms and conditions as
the Board deems appropriate or desirable.


     9.7  The settlement of a Performance Share shall be made in cash,
whole shares of Common Stock or a combination thereof and shall be made as
soon as practicable after the end of the applicable Performance Period.
Notwithstanding the foregoing, the Board in its sole discretion may allow a
Participant to defer payment in settlement of Performance Shares on terms
and conditions approved by the Board and set forth in the related Award
Agreement entered into in advance of the time of receipt or constructive
receipt of payment by the Participant.

     9.8  Performance Shares shall not be transferable by the Participant.
The Board shall have the authority to place additional restrictions on the
Performance Shares including, but not limited to, restrictions on transfer
of any shares of Common Stock that are delivered to a Participant in
settlement of any Performance Shares.

                                     14

        ARTICLE X -- CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES

     10.1  Upon the occurrence of a Change of Control and unless otherwise
provided in the Award Agreement with respect to a particular Award:

          (a) all outstanding Stock Options shall become immediately
exercisable in full, subject to any appropriate adjustments in the number
of shares subject to the Stock Option and the Option Price, and shall
remain exercisable for the remaining Option Period, regardless of any
provision in the related Award Agreement limiting the exercisability of
such Stock Option or any portion thereof for any length of time;

          (b) all outstanding Performance Shares with respect to which the
applicable Performance Period has not been completed shall be paid out as
soon as practicable as follows:

               (i) all Performance Objectives applicable to the Award of
Performance Shares shall be deemed to have been satisfied to the extent
necessary to earn one hundred percent (100%) of the Performance Shares
covered by the Award;

               (ii) the applicable Performance Period shall be deemed to
have been completed upon occurrence of the Change of Control;

               (iii) the payment to the Participant in settlement of the
Performance Shares shall be the amount determined by the Board, in its sole
discretion, or in the manner stated in the Award Agreement, as multiplied
by a fraction, the numerator of which is the number of full calendar months
of the applicable Performance Period that have elapsed prior to occurrence
of the Change of Control, and the denominator of which is the total number
of months in the original Performance Period; and

               (iv) upon the making of any such payment, the Award
Agreement as to which it relates shall be deemed terminated and of no
further force and effect.

          (c) all outstanding shares of Restricted Stock with respect to
which the restrictions have not lapsed shall be deemed vested, and all such
restrictions shall be deemed lapsed and the Restriction Period ended.

     10.2  Anything contained herein to the contrary notwithstanding, upon
the dissolution or liquidation of the Company, each Award granted under the
Plan and then outstanding shall terminate; provided, however, that
following the adoption of a plan of dissolution or liquidation, and in any
event prior to the effective date of such dissolution or liquidation, each
such outstanding Award granted hereunder shall be exercisable in full and
all restrictions shall lapse, to the extent set forth in Section 10.1(a),
(b) and (c) above.


                                     15

     10.3  After the merger of one or more corporations into the Company or
any Affiliate, any merger of the Company into another corporation, any
consolidation of the Company or any Affiliate of the Company and one or
more corporations, or any other corporate reorganization of any form
involving the Company as a party thereto and involving any exchange,
conversion, adjustment or other modification of the outstanding shares of
the Common Stock, each Participant shall, at no additional cost, be
entitled, upon any exercise of such Participant's Stock Option, to receive,
in lieu of the number of shares as to which such Stock Option shall then be
so exercised, the number and class of shares of stock or other securities
or such other property to which such Participant would have been entitled
to pursuant to the terms of the agreement of merger or consolidation or
reorganization, if at the time of such merger or consolidation or
reorganization, such Participant had been a holder of record of a number of
shares of Common Stock equal to the number of shares as to which such Stock
Option shall then be so exercised. Comparable rights shall accrue to each
Participant in the event of successive mergers, consolidations or
reorganizations of the character described above. The Board may, in its
sole discretion, provide for similar adjustments upon the occurrence of
such events with regard to other outstanding Awards under this Plan. The
foregoing adjustments and the manner of application of the foregoing
provisions shall be determined by the Board in its sole discretion. Any
such adjustment may provide for the elimination of any fractional shares
which might otherwise become subject to an Award. All adjustments made as
the result of the foregoing in respect of each Incentive Stock Option shall
be made so that such Incentive Stock Option shall continue to be an
Incentive Stock Option, as defined in Section 422 of the Code.

                  ARTICLE XI -- AMENDMENT AND TERMINATION

     11.1  Subject to the provisions of Section 11.2, the Board of
Directors at any time and from time to time may amend or terminate the Plan
as may be necessary or desirable to implement or discontinue the Plan or
any provision hereof.  To the extent required by the Act or the Code,
however, no amendment, without approval by the Company's shareholders,
shall:

          (a) materially alter the group of persons eligible to participate
in the Plan;

          (b) except as provided in Section 3.4, change the maximum
aggregate number of shares of Common Stock that are available for Awards
under the Plan;

          (c) alter the class of individuals eligible to receive an
Incentive Stock Option or increase the limit on Incentive Stock Options set
forth in Section 4.1(d) or the value of shares of Common Stock for which an
Eligible Employee may be granted an Incentive Stock Option.

     11.2  No amendment to or discontinuance of the Plan or any provision
hereof by the Board of Directors or the shareholders of the Company shall,
without the written consent of the Participant, adversely affect (in the
sole discretion of the Board) any Award theretofore granted to such
Participant under this Plan; provided, however, that the Board retains the
right and power to:

          (a) annul any Award if the Participant is terminated for cause as
determined by the Board; and

          (b) convert any outstanding Incentive Stock Option to a
Nonqualified Stock Option.

     11.3  If a Change of Control has occurred, no amendment or termination
shall impair the rights of any person with respect to an outstanding Award
as provided in Article X.


                                     16

                  ARTICLE XII -- MISCELLANEOUS PROVISIONS

     12.1  Nothing in the Plan or any Award granted hereunder shall confer
upon any Participant any right to continue in the employ of the Company or
its Affiliates or to serve as a Director or shall interfere in any way with
the right of the Company or its Affiliates or the shareholders of the
Company, as applicable, to terminate the employment of a Participant or to
release or remove a Director at any time.  Unless specifically provided
otherwise, no Award granted under the Plan shall be deemed salary or
compensation for the purpose of computing benefits under any employee
benefit plan or other arrangement of the Company or its Affiliates for the
benefit of their respective employees unless the Company shall determine
otherwise.  No Participant shall have any claim to an Award until it is
actually granted under the Plan and an Award Agreement has been executed
and delivered to the Company.  To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right
shall, except as otherwise provided by the Board, be no greater than the
right of an unsecured general creditor of the Company. All payments to be
made hereunder shall be paid from the general funds of the Company, and no
special or separate fund shall be established and no segregation of assets
shall be made to assure payment of such amounts, except as provided in
Article VII with respect to Restricted Stock and except as otherwise
provided by the Board.

     12.2  The Plan and the grant of Awards shall be subject to all
applicable federal and state laws, rules, and regulations and to such
approvals by any government or regulatory agency as may be required. Any
provision herein relating to compliance with Rule 16b-3 under the Act shall
not be applicable with respect to participation in the Plan by Participants
who are not subject to Section 16 of the Act.

     12.3  The terms of the Plan shall be binding upon the Company, its
successors and assigns.

     12.4  Neither a Stock Option nor any other type of equity-based
compensation provided for hereunder shall be transferable except as
provided for in Section 6.2. In addition to the transfer restrictions
otherwise contained herein, additional transfer restrictions shall apply to
the extent required by federal or state securities laws.  If any
Participant makes such a transfer in violation hereof, any obligation
hereunder of the Company to such Participant shall terminate immediately.

     12.5  This Plan and all actions taken hereunder shall be governed by
the laws of the State of Florida.

     12.6  Each Participant exercising an Award hereunder agrees to give
the Board prompt written notice of any election made by such Participant
under Section 83(b) of the Code, or any similar provision thereof.

     12.7  If any provision of this Plan or an Award Agreement is or
becomes or is deemed invalid, illegal or unenforceable in any jurisdiction,
or would disqualify the Plan or any Award Agreement under any law deemed
applicable by the Board, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Board, materially
altering the intent of the Plan or the Award Agreement, it shall be
stricken, and the remainder of the Plan or the Award Agreement shall remain
in full force and effect.

     12.8  The grant of an Award pursuant to this Plan shall not affect in
any way the right or power of the Company or any of its Affiliates to make
adjustments, reclassification, reorganizations, or changes of its capital
or business structure, or to merge or consolidate, or to dissolve,
liquidate or sell, or to transfer all or part of its business or assets.

     12.9  The Plan is not subject to the provisions of ERISA or qualified
under Section 401(a) of the Code.


                                     17

     12.10  If a Participant is required to pay to the Company an amount
with respect to income and employment tax withholding obligations in
connection with (i) the exercise of a Nonqualified Stock Option, (ii)
certain dispositions of Common Stock acquired upon the exercise of an
Incentive Stock Option, or (iii) the receipt of Common Stock pursuant to
any other Award, then the issuance of Common Stock to such Participant
shall not be made (or the transfer of shares by such Participant shall not
be required to be effected, as applicable) unless such withholding tax or
other withholding liabilities shall have been satisfied in a manner
acceptable to the Company.  To the extent provided by the terms of an Award
Agreement, the Participant may satisfy any federal, state or local tax
withholding obligation relating to the exercise or acquisition of Common
Stock under an Award by any of the following means (in addition to the
Company's right to withhold from any compensation paid to the Participant
by the Company) or by a combination of such means: (i) tendering a cash
payment; (ii) authorizing the Company to withhold shares of Common Stock
from the shares of Common Stock otherwise issuable to the Participant as a
result of the exercise or acquisition of Common Stock under the Award,
provided, however, that no shares of Common Stock are withheld with a value
exceeding the minimum amount of tax required to be withheld by law; or
(iii) delivering to the Company owned and unencumbered shares of Common
Stock.



     Adopted by the Board of Directors this 1st day of December, 2005.



     Marguerite Tudeme
     -----------------

          Secretary