ANALEX CORPORATION
                    2002 STOCK INCENTIVE PLAN

   1. Purpose. The purpose of this Analex Corporation 2002 Stock
Incentive Plan (the "Plan") is to further the interests of Analex
Corporation, a Delaware corporation and successor by merger to
Hadron, Inc. (the "Company"), and its shareholders by providing
incentives in the form of grants of stock options and stock
appreciation rights to key employees and other persons who
contribute materially to the success and profitability of the
Company.  The Plan is a continuation, in the form of an amendment
and restatement, of an existing plan previously known as the
Analex Corporation 2002 Stock Option Plan.

   2. Definitions. The following definitions shall apply to the
Plan:

      (a) "Board" means the board of directors of the Company.

      (b) "Change of Control" means:

          i. a determination or agreement by the Company to sell
      substantially all of its assets, merge, dissolve,
      liquidate or reorganize;

          ii. a determination or agreement by the holders of a
      majority of the Common Stock of the Company to sell a
      majority of the outstanding Common Stock of the Company to
      a third party; or

          iii. the occurrence of any other change in control
      event, as defined by the Board.

      (c) "Code" means the Internal Revenue Code of 1986, as
   amended, and includes applicable Treasury regulations.

      (d) "Committee" means the Compensation Committee of the
   Board. The Committee shall (i) consist of not less than three
   (3) members of the Board who are not employees of the
   Company, (ii) be constituted to satisfy the applicable
   requirements of Rule 16b-3 for qualification of the
   transactions contemplated under the Plan for exemption under
   Rule 16b-3, and (iii) be constituted to satisfy the
   applicable requirements of Code Section 162(m) for
   qualification of the transactions contemplated under the Plan
   for exemption under Code Section 162(m). The Board may from
   time to time remove members from, or add members to, the
   Committee. Vacancies on the Committee, howsoever caused,
   shall be filled by the Board.

      (e) "Common Stock" means the Common Stock, par value
   $0.02, of the Company, or such other class of shares or
   securities to which the Plan may apply pursuant to Section 9
   of the Plan.

      (f) "Company" means Analex Corporation, a Delaware
   corporation and successor by merger to Hadron, Inc.

      (g) "Date of Grant" means the date on which an Option or
   SAR is granted.

      (h) "Disability" means total and permanent inability, by
   reason of illness or accident, to perform the duties of the
   Recipient's occupation or position with the Company, as
   determined by the Board based upon medical evidence
   acceptable to the Board.

      (i) "Eligible Person" means any person who performs or has
   in the past performed services for the Company, whether as a
   director, officer, Employee, consultant or other independent
   contractor, and any person who performs services relating to
   the Company as an employee or independent contractor of a
   corporation or other entity that provides services for the
   Company.

      (j) "Employee" means any person employed on an hourly or
   salaried basis by the Company. In the case of a Recipient who
   is an Employee of the Company, such person must be employed
   by the Company at the time the Option or SAR is granted.

      (k) "Fair Market Value" as of a particular date shall mean
   the fair market value of the Common Stock. If the Common
   Stock is admitted to trading on a national securities
   exchange, fair market value of the Common Stock on any date
   shall be the closing price reported for the Common Stock on
   the last day preceding such date on which a sale was
   reported. If the Common Stock is admitted to quotation on the
   National Association of Securities Dealers Automated
   Quotation ("Nasdaq") System or other comparable quotation
   system and has been designated as a National Market System
   ("NMS") security, fair market value of the Common Stock on
   any date shall be the closing sale price reported for the
   Common Stock on such system on the last date preceding such
   date on which a sale was reported. If the Common Stock is
   admitted to quotation on the Nasdaq System but has not been
   designated as an NMS security, the fair market value of the
   Common Stock on any date shall be the average of the highest
   bid and lowest asked prices of such Common Stock on such
   system on the last date preceding such date on which both bid
   and ask prices were reported. If the Board determines that
   the value of the Common Stock determined on the basis of
   selling or bid and asked prices as provided above in this
   Section 2(k) does not reflect the fair market value of the
   Common Stock, then the fair market value of the Common Stock
   shall be determined by the Board in its sole discretion and
   in good faith as required by Section 422 of the Code. If the
   Common Stock is not admitted to trading on a national
   securities exchange or to quotation on the Nasdaq System or
   other comparable quotation system, then the fair market value
   of the Common Stock shall be determined by the Board in its
   sole discretion and in good faith as required by Section 422
   of the Code.

      (l) "Incentive Stock Option" means a stock option, granted
   pursuant to this Plan or any other Company plan, that
   satisfies the requirements of Section 422 of the Code and
   that entitles the Recipient to purchase stock of the Company.
   Incentive Stock Options may be granted only to employees of
   the Company or any Subsidiary that is a subsidiary
   corporation within the meaning of Section 424(f) of the Code.
   To the extent that any Option does not qualify as an
   Incentive Stock Option, it shall be deemed a Non-Qualified
   Stock Option.

      (m) "Non-Qualified Stock Option" means a stock option,
   granted pursuant to the Plan, that is not an Incentive Stock
   Option and that entitles the Recipient to purchase stock of
   the Company.

      (n) "Option" means an Incentive Stock Option or a Non-
   Qualified Stock Option.

      (o) "Option Agreement" means a written agreement, between
   the Company and a Recipient, that sets out the terms and
   restrictions of an Option.

      (p) "Option Shareholder" means a Recipient who has
   acquired Shares upon exercise of an Option.

      (q) "Option Shares" means Shares that a Recipient receives
   upon exercise of an Option.

      (r) "Plan" means this Analex Corporation 2002 Stock
   Incentive Plan (formerly known as "Analex Corporation 2002
   Stock Option Plan" and "Hadron, Inc. 2002 Stock Option Plan")
   as amended and restated, through February 22, 2006, and as
   further amended from time to time.

      (s) "Recipient" means an individual who receives an Option
   or a Stock Appreciation Right.

      (t) "Rule 16b-3" means Rule 16b-3 promulgated under the
   Securities Exchange Act of 1934, as amended, or any successor
   to Rule 16b-3, as in effect when discretion is being
   exercised with respect to the Plan.

      (u)   "SAR Agreement" means a written agreement, between
   the Company and a Recipient, that sets out the terms and
   conditions of a SAR.

      (v) "Share" means a share of the Common Stock, as adjusted
   in accordance with Section 9 of the Plan.

      (w) "Stock Appreciation Right" or "SAR" means an award
   made pursuant to Section 7 of the Plan.

   3. Administration. The Committee shall administer the Plan.
The Committee has the exclusive power to select the Recipients of
Options and SARs pursuant to the Plan, to establish the terms of
the Options and SARs granted to each Recipient, to modify or
amend any Option or SAR, and to make all other determinations
necessary or advisable. The Committee has the sole discretion to
determine whether the performance of an Eligible Person warrants
the grant of an Option or SAR, and to determine the size and type
of the Option or SAR. The Committee has full and exclusive power
to construe and interpret the Plan, to prescribe, amend, and
rescind rules and regulations relating to the Plan, and to take
all actions necessary or advisable for the Plan's administration.
The Committee, in the exercise of its powers, may correct any
defect or supply any omission, or reconcile any inconsistency in
the Plan, or in any Agreement, in the manner and to the extent it
deems necessary or expedient to make the Plan fully effective. In
exercising this power, the Committee may retain counsel at the
expense of the Company. The Committee also has the power to
determine the duration and purposes of leaves of absence which
may be granted to a Recipient without constituting a termination
of the Recipient's employment for purposes of the Plan. Any of
the Committee's determinations shall be final and binding on all
persons. A member of the Committee shall not be liable for
performing any act or making any determination in good faith.

   4. Shares Subject to Plan; Substitution Awards.

      (a) Subject to the provisions of Section 9 of the Plan and
   the authority granted to the Committee pursuant to Section 3
   above, the maximum aggregate number of Shares that may be
   subject to Options and SARs is three million (3,000,000). The
   Shares may be authorized but unissued Shares, or may be
   treasury stock of the Company. If an unexercised Option or
   SAR expires or becomes unexercisable, the unpurchased Shares
   subject to such Option or SAR shall be available for other
   Options or SARs. If any Shares (whether subject to or
   received pursuant to an Option or SAR granted under the Plan,
   purchased on the open market, or otherwise obtained, and
   including Shares that are deemed (by attestation or
   otherwise) to have been delivered to the Company as payment
   for all or any portion of the exercise price of an Option)
   are withheld or applied as payment by the Company in
   connection with the exercise of an Option or SAR or the
   withholding of taxes related thereto, such Shares, to the
   extent of any such withholding or payment, shall again be
   available or shall increase the number of Shares available,
   as applicable, for future Options or SARs under the Plan. The
   Board may from time to time determine the appropriate
   methodology for calculating the number of Shares issued
   pursuant to the Plan.

      (b) The Committee may grant Options and SARs under the
   Plan in substitution for stock and stock based awards held by
   employees, directors or other key persons of another
   corporation in connection with a merger or other
   consolidation of the employing corporation with and into the
   Company or a subsidiary of the Company or the acquisition by
   the Company or a subsidiary of the Company of the property or
   stock of the employing corporation. The Committee may direct
   that the substitute awards be granted on such terms and
   conditions as they deem appropriate under the circumstances.
   Any substitute awards granted under this provision shall not
   count against the share limitation set forth in Section 4(a)
   above.

   5. Eligibility; Non-Employee Director Grants.

      (a) Any Eligible Person that the Committee in its sole
   discretion designates is eligible to receive an Option or
   SAR. However, only an Employee may receive an Incentive Stock
   Option. The Committee's grant of an Option or SAR to a
   Recipient in any year does not entitle the Recipient to an
   Option or SAR in any other year. Furthermore, the Committee
   may grant Options and SARs on different terms to different
   Recipients and/or to the same Recipient if the Recipient is
   awarded more than one Option or SAR. The Committee may
   consider such factors as it deems pertinent in selecting
   Recipients and in determining the types and sizes of their
   Options and SARs. Recipients may include persons who
   previously received stock, stock options, stock appreciation
   rights, or other benefits under the Plan or another plan of
   the Company, whether or not the previously granted benefits
   have been fully exercised or vested. Nothing in the Plan or
   any Option or SAR, or in any agreement entered into pursuant
   to the Plan shall confer upon any Employee, director or
   outside consultant the right to continue in the employ or
   service of the Company or effect any right which the Company
   may have to terminate the employment or service of such
   Employee, director, or outside consultant regardless of the
   effect of such termination of employment or service on the
   rights of the Employee, director or outside consultant under
   the Plan or any Option or SAR. Any Option or SAR granted by
   the Committee to a non-employee director elected or appointed
   to the Board must be ratified by the Board.

      (b) Each non-employee director elected or appointed to the
   Board shall automatically receive, on the date of the first
   regular Board meeting attended by such director, a SAR
   covering 5,000 shares of Common Stock (the "Initial SAR") at
   a per share exercise price equal to the Fair Market Value of
   the Common Stock on the initial grant date. In addition, each
   non-employee director shall automatically receive on the date
   of the first regular Board meeting held in each new fiscal
   year a SAR covering 5,000 shares of the Company's Common
   Stock at a per share exercise price equal to the Fair Market
   Value for the Common Stock on the applicable additional grant
   date to the extent that SARs remain available under the Plan.
   Each SAR granted under this Section 5(b) shall terminate, to
   the extent not exercised prior thereto, upon the earlier to
   occur of (i) the tenth anniversary of grant and (ii) 90 days
   after the cessation of the Recipient's service as a member of
   the Board (to the extent vested upon the date of such
   cessation), unless the Committee or the Board sets an earlier
   or later expiration date in establishing the terms of the SAR
   at grant or a later expiration date subsequent to the Date of
   Grant but prior to the end of the 90-day period following the
   Recipient's cessation as a member of the Board.
   6. Options. The Committee may grant Options to purchase
Common Stock to Recipients in such amounts as the Committee
determines in its sole discretion. Except as otherwise limited
herein, an Option may be in the form of an Incentive Stock Option
or a Non-Qualified Stock Option. The Committee may grant an
Option alone or in addition to another Option or a SAR. Each
Option shall satisfy the following requirements:
        (a) Written Agreement. Each Option granted to a
   Recipient shall be evidenced by an Option Agreement. The
   terms of the Option Agreement need not be identical for
   different Recipients or for the same Recipient if awarded
   more than one Option. The Option Agreement shall contain such
   provisions as the Committee deems appropriate and shall
   include a description of the substance of each of the
   requirements in this Section 6.

      (b) Designation of Type of Option. Each Option Agreement
   shall state on its face whether the Option is intended to be
   a "tax qualified," incentive stock option under Code Section
   422, or a "nonqualified," stock option subject to Code
   Section 83.

      (c) Number of Shares. Each Option Agreement shall specify
   the number of Shares that the Recipient may purchase upon
   exercise of the Option. No Recipient shall be granted, in any
   calendar year, Options to purchase more than 1,000,000
   Shares. The limitation described in this Section 6(c) shall
   be adjusted proportionately in accordance with Section 9 of
   the Plan. If an Option is canceled in the same fiscal year of
   the Company in which it was granted (other than in connection
   with a transaction described in Section 9 of the Plan), the
   canceled Option will be counted against the limitation
   described in this Section 6(c).

      (d) Exercise Price.

          (i) Incentive Stock Options. Except as otherwise
      provided in subsection 6(d)(iii) or subsection 6(m) of the
      Plan, the exercise price of each Share subject to an
      Incentive Stock Option shall equal the exercise price
      designated by the Committee, but shall not be less than
      the Fair Market Value of the Share on the Date of Grant.

          (ii) Non-Qualified Stock Options. Except as otherwise
      provided in subsection 6(d)(iii) of the Plan or in this
      subsection 6(d)(ii), in the case of Options intended to be
      "nonqualified" stock options issued to Employees, the
      exercise price shall be at least one hundred percent
      (100%) of the Fair Market Value of a Share on the Grant
      Date, such that the amount of compensation such
      Recipient/Employee shall realize on exercise shall be
      based solely on the increase in the value of the Shares
      subsequent to the Grant Date, as required by Regulation
      Section 1.162-27. Notwithstanding the foregoing, such
      exercise price may be less than one hundred percent (100%)
      of the Fair Market Value of a Share on the Grant Date if
      the amount below Fair Market Value is attributable to the
      attainment of a performance goal that satisfies the
      requirements of Regulation Section 1.162-27 and Code
      Section 162(m), or any successor statute or Regulation
      regarding the same subject matter. The exercise price of
      "Non-Qualified Stock Options" issued to non-employees
      shall equal the exercise price designated by the
      Committee. Notwithstanding the foregoing, in no event will
      the exercise price of a Non-Qualified Stock Option be less
      than the par value of the Common Stock on the Grant Date.

          (iii) Exceptions. Any Option that is (1) granted to a
      Recipient in connection with an acquisition
      ("Acquisition"), however effected, by the Company of
      another corporation or entity ("Acquired Entity") or the
      assets thereof, (2) associated with an option to purchase
      shares of stock or other equity interest of the Acquired
      Entity or an affiliate thereof ("Acquired Entity Option")
      held by such Recipient immediately prior to such
      Acquisition, and (3) intended to preserve for the
      Recipient the economic value of all or a portion of such
      Acquired Entity Option, may be granted with such exercise
      price as the Committee determines to be necessary to
      achieve such preservation of economic value. Any Non-
      Qualified Option that is granted to a Recipient not
      previously employed by the Company, or a parent or
      subsidiary of the Company, as a material inducement to the
      Recipient's commencing employment with the Company may be
      granted with such exercise price as the Committee
      determines to be necessary to provide such material
      inducement.
     (e) Duration of Option.
           (i) Incentive Stock Option. Except as otherwise
      provided in Section 6, an Incentive Stock Option shall
      expire on the earlier of the tenth anniversary of the Date
      of Grant or the date set by the Committee on the Date of
      Grant.

          (ii) Non-Qualified Stock Option. Except as otherwise
      provided in this Section 6, a Non-Qualified Stock Option
      shall expire on the tenth anniversary of its Date of Grant
      or, at such earlier or later date set by the Committee on
      the Date of Grant.

      (f) Vesting of Option. Each Option Agreement shall specify
   the vesting schedule applicable to the Option. The Committee,
   in its sole discretion, may accelerate the vesting of any
   Option at any time.

      (g) Death. If a Recipient dies, an Option granted to the
   Recipient shall expire on the earlier of the one-year
   anniversary of the date of the Recipient's death or the date
   specified in Section 6(e) of the Plan. During the one-year
   period following the Recipient's death, the Option may be
   exercised by the beneficiary or the estate of the Recipient
   to the extent it could have been exercised at the time the
   Recipient died, subject to any adjustment under Section 9 of
   the Plan.

      (h) Disability. If the Recipient terminates employment
   with the Company because of his Disability, an Option granted
   to the Recipient shall expire on the earlier of the one-year
   anniversary of the Recipient's last day of employment with
   the Company or the date specified in Section 6(e) of the
   Plan. During the one-year period following the Recipient's
   termination of employment by reason of Disability, the Option
   may be exercised as to the number of Shares for which it
   could have been exercised at the time the Recipient became
   disabled, subject to any adjustments under Section 9 of the
   Plan.

      (i) Retirement. If the Recipient terminates employment
   with the Company by reason of normal retirement under the
   Company's retirement policies, an Option granted to the
   Recipient shall expire on the earlier of 90 days after the
   Recipient's last day of employment or the date specified in
   Section 6(e) of the Plan. During the 90 day period following
   the Recipient's normal retirement, the Option may be
   exercised as to the number of Shares for which the Option
   would have been exercisable on the retirement date, subject
   to any adjustment under Section 9 of the Plan.

      (j) Termination of Service. Subject to Section 6(e) of the
   Plan, if the Recipient's employment with the Company
   terminates for any reason other than death, Disability or
   retirement, an Option granted to the Recipient shall expire
   30 days after the Recipient's last day of employment, unless
   the Committee sets a later expiration date on the Date of
   Grant. The Committee may not delay the expiration of an
   Incentive Stock Option more than 90 days after termination of
   the Recipient's employment. During any delay of the
   expiration date, the Option shall be exercisable only to the
   extent it is exercisable on the date the Recipient's
   employment terminates, subject to any adjustment under
   Section 9 of the Plan.

      (k) Cause. Notwithstanding any provisions set forth in the
   Plan, if the Recipient (i) commits any act of malfeasance or
   wrongdoing affecting the Company or any parent or subsidiary,
   (ii) breaches any covenant not to compete or employment
   agreement with the Company, or (iii) willfully and
   continuously fails to perform substantially his duties with
   the Company (other than any failure due to the Recipient's
   death or Disability), any unexercised portion of the Option
   shall expire immediately upon the earlier of the occurrence
   of such event or the last day the Recipient is employed by
   the Company. No act or failure to act shall be deemed willful
   unless the Recipient acts or fails to act not in good faith
   and without reasonable belief that his action or failure is
   in the best interest of the Company.

      (l) Conditions Required for Exercise. An Option is
   exercisable only to the extent it is vested according to the
   terms of the Option Agreement. Furthermore, an Option is
   exercisable only if the issuance of Shares upon exercise
   would comply with applicable securities laws. Each Option
   Agreement shall specify any additional conditions required
   for the exercise of the Option, such as the execution of a
   Stock Restriction Agreement by the Recipient in a form
   specified by the Company.

      (m) Ten Percent Shareholders. An Incentive Stock Option
   granted to an individual who, on the Date of Grant, owns
   stock possessing more than 10 percent of the total combined
   voting power of all classes of stock of the Company, shall
   have an exercise price of 110 percent of Fair Market Value on
   the Date of Grant and shall be exercisable only during the
   five-year period immediately following the Date of Grant. For
   purposes of calculating stock ownership of any person, the
   attribution rules of Code Section 424(d) shall apply, and any
   stock that such person may purchase under outstanding options
   shall not be considered.

      (n) Maximum Option Grants. The aggregate Fair Market
   Value, determined on the Date of Grant, of Shares with
   respect to which any Incentive Stock Options under the Plan
   and all other plans of the Company become exercisable by any
   individual for the first time in any calendar year shall not
   exceed $100,000. To the extent that any Stock Option exceeds
   this limit, it shall be deemed a Non-Qualified Stock Option.

      (o) Method of Exercise. An Option shall be deemed
   exercised when the person entitled to exercise the Option (i)
   delivers written notice to the Secretary of the Company (or
   his delegate, in his absence) of the decision to exercise,
   (ii) concurrently tenders to the Company full payment for the
   Shares to be purchased pursuant to the exercise, and (iii)
   complies with any other requirements in the Recipient's
   Option Agreement and such other reasonable requirements as
   the Committee establishes pursuant to Section 8 of the Plan.
   The Committee shall determine the acceptable form of
   consideration for exercising an Option, including the method
   of payment. The acceptable form of consideration may consist
   of any combination of cash, certified check in an amount
   equal to the full exercise price, wire transfer or, subject
   to the approval of the Committee: (i) pursuant to Section
   6(p) of the Plan, promissory note; (ii) Shares for which the
   holder thereof has good title, free and clear of all liens
   and encumbrances, and that such holder either has held for at
   least six months or has purchased on the open market; (iii)
   pursuant to procedures approved by the Committee, through the
   sale of the Shares acquired on exercise of the Option through
   a broker-dealer to whom the Recipient has submitted an
   irrevocable notice of exercise and irrevocable instructions
   to deliver promptly to the Company the amount of sale or loan
   proceeds sufficient to pay the exercise price, together with,
   if requested by the Company, the amount of federal, state,
   local or foreign withholding taxes payable by the Recipient
   by reason of such exercise, or through simultaneous sale
   through a broker of Shares acquired upon exercise. No person
   shall have the rights of a shareholder with respect to Shares
   subject to an Option until a certificate or certificates for
   the Shares have been delivered to him. A partial exercise of
   an Option shall not affect the holder's right to exercise the
   remainder of the Option from time to time in accordance with
   the Plan.

      (p) Loan from Company to Exercise Option. The Committee
   may, in its discretion and subject to the requirements of
   applicable law, recommend to the Company that it lend the
   Recipient the funds needed by the Recipient to exercise an
   Option. The Recipient shall apply to the Company for the
   loan, completing the forms and providing the information
   required by the Company. The loan shall be secured by such
   collateral as the Company may require, subject to its
   underwriting requirements and the requirements of applicable
   law. The Recipient shall execute a promissory note and any
   other documents deemed necessary by the Company.

      (q) Designation of Beneficiary. Each Recipient may file
   with the Company a written designation of a beneficiary to
   receive the Recipient's Options in the event of the
   Recipient's death prior to full exercise of such Options. If
   the Recipient does not designate a beneficiary, or if the
   designated beneficiary does not survive the Recipient, the
   Recipient's estate shall be his beneficiary. Recipients may,
   by written notice to the Company, change a beneficiary
   designation.

      (r) Nontransferability of Option.

          (i) Except as provided in subsection 6(r)(iii) below,
      each Option shall be exercisable only by the Recipient
      during the Recipient's lifetime, or, if permissible under
      applicable law, by the Recipient's guardian or legal
      representative.

          (ii) Except as provided in subsection 6(r)(iii) below,
      no Option (prior to the time, if applicable, Shares are
      issued in respect of such Option), and no right under any
      Option, may be assigned, alienated, pledged, attached,
      sold or otherwise transferred to encumbered by a Recipient
      otherwise than by will or by the laws of descent and
      distribution and any such purported assignment,
      alienation, pledge, attachment, sale, transfer or
      encumbrance shall be void and unenforceable against the
      Company; provided, that the designation of a beneficiary
      shall not constitute an assignment, alienation, pledge,
      attachment, sale, transfer or encumbrance.

          (iii) To the extent and in the manner permitted by
      applicable law, and to the extent and in the manner
      permitted by the Committee, and subject to such terms and
      conditions as may be prescribed by the Committee, a
      Recipient may transfer a Non-Qualified Stock Option to:

              (A) a child, stepchild, grandchild, parent,
           stepparent, grandparent, spouse, former spouse,
           sibling, niece, nephew, mother-in-law, father-in-law,
           son-in-law, daughter-in-law, brother-in-law, or
           sister-in-law of the Recipient (including adoptive
           relationships);

              (B) any person sharing the Recipient's household
           (other than a tenant or employee);

              (C) a trust in which persons described in (A) and
           (B) have more than 50 percent of the beneficial
           interest;

              (D) a foundation in which persons described in (A)
           or (B) or the Recipient control the management of
           assets; or

              (E) any other entity in which the persons
           described in (A) or (B) or the Recipient own more
           than 50 percent of the voting interests;

           provided such transfer is not for value. The
           following shall not be considered transfers for
           value: a transfer under a domestic relations order in
           settlement of marital property rights, and a transfer
           to an entity in which more than 50 percent of the
           voting interests are owned by persons described in
           (A) above or the Recipient, in exchange for an
           interest in such entity.

      (s) Change of Control. In the event of a Change of
   Control, the portion of any outstanding Option that is not
   yet vested and/or exercisable, shall become fully vested and
   exercisable on the date immediately prior to the consummation
   of such Change of Control or such other date prior to such
   Change of Control as determined by the Board; provided,
   however that such accelerated vesting and exercisability
   shall be subject to such additional terms, conditions,
   requirements or restrictions as the Board may determine in
   its sole discretion, except, however, that the Board shall
   not impose any such additional terms, conditions,
   requirements or restrictions if the Board determines that
   Recipient will be terminated from his current position as a
   result of or in connection with such Change of Control. If a
   Change of Control occurs, the Committee in its discretion
   may, at the time an Option is awarded or at any time
   thereafter, take one or more of the following actions: (i)
   provide for payment to the Recipient of cash or other
   property with a Fair Market Value equal to the amount that
   would have been received upon the exercise of the Option had
   the Option been exercised or paid upon the Change of Control,
   (ii) adjust the terms of the Option in a manner determined by
   the Committee to reflect the Change of Control, (iii) cause
   the Option to be assumed, or new rights substituted therefor,
   by another entity, (iv) make such other provision as the
   Committee may consider equitable to Recipients and in the
   best interests of the Company, or (v) designate a date when
   each outstanding Option, if not exercised, shall terminate;
   provided however, that such a date shall not be so designated
   unless the Committee provides at least 30 days advance
   written notice of the date of termination to each Recipient.
   In any such event, all other provisions, terms and conditions
   of this Plan shall remain in full force and effect and the
   Committee is expressly authorized to take the action
   described in the preceding sentence and to amend this Plan or
   take such other actions as may be necessary, appropriate or
   incidental to the actions described above.

   7. Stock Appreciation Rights.  The Committee may award SARs
covering Shares to Recipients in such amounts as the Committee
determines in its sole discretion.  A SAR may be granted in
tandem with an Option (at or after the grant of the Option), or
alone and unrelated to an Option.  Each SAR granted to a
Recipient will satisfy the following requirements:

            (a)   Written  Agreement.   Each  SAR  granted  to  a
  Recipient shall be evidenced by a SAR Agreement.  The terms  of
  the   SAR   Agreement  need  not  be  identical  for  different
  Recipients or the same Recipient if awarded more than one  SAR.
  The   SAR  Agreement  shall  contain  such  provisions  as  the
  Committee deems appropriate and shall include a description  of
  the substance of each of the requirements in this Section 7.

             (b)      Number of Shares.  Each SAR Agreement shall
specify  the number of Shares covered by the SAR granted  to  the
Recipient.  No Recipient shall be granted, in any calendar  year,
SARs   covering  more  than  1,000,000  Shares.   The  limitation
described  in this Section 7(b) shall be adjusted proportionately
in  accordance with Section 9 of the Plan.  If a SAR is cancelled
in  the  same fiscal year of the Company in which it was  granted
(other than in connection with a transaction described in Section
9  of  the  Plan), the canceled SAR will be counted  against  the
limitation described in this Section 7(b).

             (c)      Exercise Price.  The exercise price of  the
SAR  shall  be at least one hundred percent (100%)  of  the  Fair
Market Value of a Share on the Grant Date.

             (d)      Value and Settlement of SAR.  Upon exercise
of  all  or a specified portion of the SAR, the Grantee shall  be
entitled to receive Shares with an aggregate Fair Market Value on
the date of exercise of the SAR equal to the amount determined by
multiplying (i) a specified percentage of the amount (if any)  by
which the Fair Market Value of a Share on the date of exercise of
the  SAR  exceeds the SAR exercise price, by (ii) the  number  of
Shares with respect to which the SAR shall have been exercised.

              (e)      Duration  of  SAR.   Except  as  otherwise
provided  in  this  Section 7, a SAR shall expire  on  the  tenth
anniversary  of  its Date of Grant or, at such earlier  or  later
date set by the Committee on the Date of Grant.

             (f)      Vesting  of SAR.  Each SAR Agreement  shall
specify  the  vesting  schedule  applicable  to  the  SAR.    The
Committee,  in  its sole and absolute discretion, may  accelerate
the vesting of any SAR at any time.

            (g)     Death.  If a Recipient dies, a SAR granted to
the  Recipient  shall  expire  on the  earlier  of  the  one-year
anniversary  of  the Recipient's death or the date  specified  in
Section  7(e)  of  the  Plan.  During the  period  following  the
Recipient's death, the SAR may be exercised by the beneficiary or
the  estate  of  the Recipient to the extent it could  have  been
exercised  at  the  time  the  Recipient  died,  subject  to  any
adjustment under Section 9 of the Plan.

             (h)      Disability.   If  the Recipient  terminates
employment  with  the Company because of his  Disability,  a  SAR
granted to the Recipient shall expire on the earlier of the  one-
year  anniversary date of the Recipient's last day of  employment
or  the  date specified in Section 7(e) of the Plan.  During  the
one-year   period  following  the  Recipient's   termination   of
employment  by reason of Disability, the SAR may be exercised  to
the extent it could have been exercised at the time the Recipient
became  disabled, subject to any adjustments under Section  9  of
the Plan.

             (i)      Retirement.  If the Recipient's  employment
terminates  by  reason of normal retirement under  the  Company's
retirement policies, a SAR granted to the Recipient shall  expire
on the earlier of 90 days after the last day of employment or the
date  specified in Section 7(e) of the Plan.  During  the  90-day
period  following the Recipient's normal retirement, the SAR  may
be  exercised to the extent it would have been exercisable on the
retirement date, subject to any adjustment under Section 9 of the
Plan.

             (j)      Termination of Service.  Subject to Section
7(e)  of the Plan, if the Recipient's employment with the Company
terminates  for  any  reason  other than  death,  Disability,  or
retirement,  a SAR granted to the Recipient shall 30  days  after
Recipient's last day of employment, unless the Committee  sets  a
later expiration date on the Date of Grant.  During any delay  of
the  expiration date, the SAR shall be exercisable  only  to  the
extent  it  is exercisable on the date the Recipient's employment
terminates,  subject to any adjustment under  Section  9  of  the
Plan.

             (k)     Cause.    Notwithstanding any provisions set
forth herein or in the Plan, if the Recipient (i) commits any act
of  malfeasance or wrongdoing affecting the Company or any parent
or  subsidiary,  (ii) breaches any covenant  not  to  compete  or
employment  agreement with the Company, or  (iii)  willfully  and
continuously fails to perform substantially his duties  with  the
Company  (other than any failure due to the Recipient's death  or
Disability),  any  unexercised  part  of  the  SAR  shall  expire
immediately upon the earlier of the occurrence of such  event  or
the last day the Recipient is employed by the Company.  No act or
failure to act shall be deemed willful unless the Recipient  acts
or  fails to act not in good faith and without reasonable  belief
that  his  action  or  failure is in the  best  interest  of  the
Company.

             (l)     Conditions Required for Exercise.  A SAR  is
exercisable  only  to the extent it is vested  according  to  the
terms  of  the SAR Agreement.  Furthermore, a SAR is  exercisable
only  if  the issuance of Shares upon exercise would comply  with
applicable securities laws.  Each SAR Agreement shall specify any
additional conditions required for the exercise of the SAR.

            (m)     Method of Exercise.  A SAR granted under this
Plan  shall  be  deemed  exercised when the  person  entitled  to
exercise the SAR delivers written notice to the President of  the
Company  (or  his  delegate, in his absence) of the  decision  to
exercise, and complies with such other reasonable requirements as
the  Committee establishes pursuant to Section 8 of the Plan.   A
partial  exercise of a SAR will not affect the holder's right  to
exercise  the SAR from time to time in accordance with this  Plan
as to the remaining Shares subject to the SAR.

             (n)      Designation of Beneficiary.  Each Recipient
may  file with the Company a written designation of a beneficiary
to  receive  the Recipient's SARs in the event of the Recipient's
death prior to full exercise of such SARs.  If the Recipient does
not  designate  a  beneficiary, or if the designated  beneficiary
does  not survive the Recipient, the Recipient's estate shall  be
his  beneficiary.   Recipients may,  by  written  notice  to  the
Company, change a beneficiary designation.

       (o)  Nontransferability of SARS.

             (i) Except as provided in subsection 7(o)(iii)
          below, each SAR shall be exercisable only by the
          Recipient during the Recipient's lifetime, or, if
          permissible under applicable law, by the Recipient's
          guardian or legal representative.

             (ii) Except as provided in subsection 7(o)(iii)
          below, no SAR (prior to the time, if applicable, Shares
          are issued in respect of such SAR), and no right under
          any SAR, may be assigned, alienated, pledged, attached,
          sold or otherwise transferred to encumbered by a
          Recipient otherwise than by will or by the laws of
          descent and distribution and any such purported
          assignment, alienation, pledge, attachment, sale,
          transfer or encumbrance shall be void and unenforceable
          against the Company; provided, that the designation of
          a beneficiary shall not constitute an assignment,
          alienation, pledge, attachment, sale, transfer or
          encumbrance.

             (iii) To the extent and in the manner permitted by
          applicable law, and to the extent and in the manner
          permitted by the Committee, and subject to such terms
          and conditions as may be prescribed by the Committee, a
          Recipient may transfer a SAR to:

                (A) a child, stepchild, grandchild, parent,
             stepparent, grandparent, spouse, former spouse,
             sibling, niece, nephew, mother-in-law, father-in-
             law, son-in-law, daughter-in-law, brother-in-law,
             or sister-in-law of the Recipient (including
             adoptive relationships);

                (B) any person sharing the Recipient's household
             (other than a tenant or employee);

                (C) a trust in which persons described in (A)
             and (B) have more than 50 percent of the beneficial
             interest;

                (D) a foundation in which persons described in
             (A) or (B) or the Recipient control the management
             of assets; or

                (E) any other entity in which the persons
             described in (A) or (B) or the Recipient own more
             than 50 percent of the voting interests;

           provided such transfer is not for value. The
           following shall not be considered transfers for
           value: a transfer under a domestic relations order in
           settlement of marital property rights, and a transfer
           to an entity in which more than 50 percent of the
           voting interests are owned by persons described in
           (A) above or the Recipient, in exchange for an
           interest in such entity.

           (p)  Change  of Control. In the event of a  Change  of
Control, any portion of an outstanding SAR that is not yet vested
and/or exercisable, shall become fully vested and exercisable  on
the date immediately prior to the consummation of such Change  of
Control  or  such other date prior to such Change of  Control  as
determined  by the Board; provided, however that such accelerated
vesting  and  exercisability shall be subject to such  additional
terms, conditions, requirements or restrictions as the Board  may
determine in its sole discretion, except, however, that the Board
shall   not   impose  any  such  additional  terms,   conditions,
requirements  or  restrictions  if  the   Board  determines  that
Recipient  will  be  terminated from his current  position  as  a
result  of  or  in connection with such Change of Control.  If  a
Change of Control occurs, the Committee in its discretion may, at
the time a SAR is awarded or at any time thereafter, take one  or
more  of  the following actions: (i) provide for payment  to  the
Recipient  of  cash  or other property with a Fair  Market  Value
equal  to  the  amount  that would have been  received  upon  the
exercise  of the SAR had the SAR been exercised or paid upon  the
Change  of Control, (ii) adjust the terms of the SAR in a  manner
determined  by  the Committee to reflect the Change  of  Control,
(iii)  cause  the  SAR to be assumed, or new  rights  substituted
therefor,  by  another entity, (iv) make such other provision  as
the  Committee may consider equitable to Recipients  and  in  the
best  interests of the Company, or (v) designate a date when each
outstanding  SAR,  if  not exercised, shall  terminate;  provided
however,  that such a date shall not be so designated unless  the
Committee provides at least 30 days advance written notice of the
date  of  termination to each Recipient. In any such  event,  all
other  provisions, terms and conditions of this Plan shall remain
in   full  force  and  effect  and  the  Committee  is  expressly
authorized to take the action described in the preceding sentence
and  to  amend  this Plan or take such other actions  as  may  be
necessary,  appropriate or incidental to  the  actions  described
above.

   8. Taxes; Compliance with Law; Approval of Regulatory Bodies;
Legends. The Company shall have the right to withhold from
payments otherwise due and owing to the Recipient or his
beneficiary or to require the Recipient or his beneficiary to
remit to the Company in cash upon demand an amount sufficient to
satisfy any federal (including FICA and FUTA amounts), state,
and/or local withholding tax requirements at the time the
Recipient or his beneficiary recognizes income for federal,
state, and/or local tax purposes with respect to any Option or
SAR.

   The Board may grant Options and SARs and the Company may
deliver Shares under the Plan only in compliance with all
applicable federal and state laws and regulations and the rules
of all stock exchanges on which the Company's stock is listed at
any time. An Option or SAR is exercisable only if either (i) a
registration statement pertaining to the Shares to be issued upon
exercise of the Option or SAR has been filed with and declared
effective by the Securities and Exchange Commission and remains
effective on the date of exercise, or (ii) an exemption from the
registration requirements of applicable securities laws is
available. The Plan does not require the Company, however, to
file such a registration statement or to assure the availability
of such exemptions. Any certificate issued to evidence Shares
issued under the Plan may bear such legends and statements, and
shall be subject to such transfer restrictions, as the Board
deems advisable to assure compliance with federal and state laws
and regulations and with the requirements of this Section 8. No
Option or SAR may be exercised, and Shares may not be issued
under the Plan, until the Company has obtained the consent or
approval of every regulatory body, federal or state, having
jurisdiction over such matters as the Board deems advisable.

   Each person who acquires the right to exercise an Option or
SAR or to ownership of Shares by bequest or inheritance may be
required by the Board to furnish reasonable evidence of ownership
of the Option or SAR as a condition to his exercise of the Option
or SAR or receipt of Shares. In addition, the Board may require
such consents and releases of taxing authorities as the Board
deems advisable.

   With respect to persons subject to Section 16 of the 1934
Act, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 under the 1934 Act, as such
Rule may be amended from time to time, or its successor under the
1934 Act. To the extent any provision of the Plan or action by
the Board or the Company fails to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed
advisable by the Board.

   9. Adjustments.

      (a) If a stock dividend, stock split, share combination,
   exchange of shares, recapitalization, consolidation, spin-
   off, reorganization, or liquidation of or by the Company
   shall occur, the Board shall adjust the number and class of
   Shares for which Options and SARs are authorized to be
   granted, the number and class of Shares then subject to
   Options and SARs previously granted, and the price per Share
   payable upon exercise of each Option and the exercise price
   of each SAR to the extent the Board deems appropriate to
   reflect the applicable transaction.

      (b) The Board or the Committee may also adjust the number
   of Shares subject to outstanding Awards and the exercise
   price and the terms of outstanding Awards to take into
   consideration material changes in accounting practices or
   principles, extraordinary dividends, acquisitions or
   dispositions of stock or property or any other event if it is
   determined by the Board of the Committee that such adjustment
   is appropriate to avoid distortion in the operation of the
   Plan, provided that no such adjustment shall be made in the
   case of an Incentive Stock Option, without the consent of the
   Recipient, if it would constitute a modification, extension
   or renewal of the Option within the meaning of Section 424(h)
   of the Code.

   10. Liability of the Company. The Company shall not be liable
to any person for any tax consequences incurred by a Recipient or
other person with respect to an Option or SAR.

   11. Indemnity of Board or Committee. The Company hereby
indemnifies and holds harmless the members of the Board or the
Committee against all liability and expenses (including
reasonable attorney, paralegal, and professional fees and court
costs) arising from any threatened, pending or completed action,
suit, proceeding (including administrative proceedings or
investigations) or appeal, incurred by reason of the fact that
such individual is or was a member of the Board (for the purposes
of administration of the Plan) or the Committee, provided that
such individual (i) acted, in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best
interests of the Company as well as the Employees, directors,
outside consultants and Recipients, or (ii) with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.

   12. Amendment and Termination of Plan. The Board may alter,
amend, suspend or terminate the Plan, provided that no such
action shall deprive a Recipient, without his consent, of any
Option or SAR granted to the Recipient pursuant to the Plan or of
any of his/her rights under such Option or SAR. The Board shall
obtain shareholder approval of any amendment of the Plan or any
Option or SAR to the extent the Board determines that it is
desirable to obtain approval of the Company's shareholders, to
qualify for exemption under Rule 16b-3, to retain eligibility
for exemption from the limitations of Code Section 162(m), to
have available the ability for Options to qualify under Code
Section 422 as Incentive Stock Options, to comply with the
requirements of any exchange or quotation system on which the
Common Stock is listed or quoted, or for any other purpose the
Board deems appropriate.

   13. Trading Policy Restrictions. Option and SAR exercises
under the Plan shall be subject at all times to the Company's
insider trading policy related restrictions, terms and conditions
as may be established by the Board, or any committee thereof,
from time to time.

   14. Expenses of Plan. The Company shall bear the expenses of
administering the Plan.

   15. Duration of Plan. Options and SARs may be granted only
during the 10 years immediately following the original effective
date of the Plan.

   16. Notices. All notices to the Company shall be in writing
and shall be delivered to the Secretary of the Company. All
notices to a Recipient shall be delivered personally or mailed to
the Recipient at his address appearing in the Company's personnel
records. The address of any person may be changed at any time by
written notice given in accordance with this Section 16.

   17. Applicable Law. The validity, interpretation, and
enforcement of the Plan are governed in all respects by the laws
of Delaware and the United States of America.

   18. Effective Date. The effective date of the Plan shall be
the earlier of (i) the date on which the Board adopts the Plan or
(ii) the date on which the shareholders approve the Plan.

Date Plan amended and restated by the Board of Directors:
February 22, 2006




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