ANALEX CORPORATION
                    2000 STOCK INCENTIVE PLAN

1.   Purpose.  The purpose of this Analex Corporation 2000  Stock
     Incentive Plan  (the "Plan") is to further the interests  of
     Analex  Corporation, a Delaware corporation (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 2000 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.

     (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.

     (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  2000   Stock
          Incentive  Plan (formerly known as "Analex  Corporation
          2000  Stock  Option Plan" and "Hadron, Inc. 2000  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, 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 Six Hundred
          Thousand  (600,000). 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  a  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 award  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.

     (b)  Each non-employee director elected or appointed to  the
          Board  shall automatically receive, on the date of  his
          or  her  first  initial appointment to  the  Board,  an
          Option  to  purchase 5,000 shares of Common Stock  (the
          "Initial  Option") 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    each
          anniversary  of his initial election or appointment  to
          the  Board  or, in the case of current directors,  each
          anniversary  of  the date the Plan was adopted  by  the
          Board,  an  option  to  purchase 5,000  shares  of  the
          company's Common Stock exercisable at a per share value
          equal to the Fair Market Value for the Common Stock  on
          the applicable additional grant date to the extent that
          options  remain available under the Plan.  Each  Option
          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)
          ninety  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  in
          establishing  the terms of the Option  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.

     (d)  Exercise Price.

          (i)  Incentive  Stock Options.  Except as  provided  in
               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.   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 of Common  Stock
               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  of  Common  Stock
               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 of Common Stock 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.

     (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
          subsection 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  ninety
          days  after  the Recipient's last day of employment  or
          the  date  specified in subsection 6(e)  of  the  Plan.
          During  the ninety 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  at 5:00 p.m. on the last day of the Recipient's
          employment with the Company, unless the Committee  sets
          a later expiration date on the Date of Grant or a later
          expiration  date subsequent to the Date  of  Grant  but
          prior  to  the Recipient's last day of employment.  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.  Payment
          for Shares with respect to which an Option is exercised
          may be made (i) in cash or (ii) by certified check,  in
          an  amount equal to the full exercise price.  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.  An Option granted  under
          the Plan is not transferable except by will or the laws
          of  descent  and distribution.  During the lifetime  of
          the Recipient, all rights of the Option are exercisable
          only by the Recipient.

     (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  or  her
          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.   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 any 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 Chang 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.
     Except  as provided otherwise in this Section 12, 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 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 adopted by Board of Directors:  September 12, 2000
                             (subject to shareholder approval)

Date  Plan  adopted by Shareholders:   December  5, 2000

Date  Plan  initially  amended  and  restated  by  the  Board  of
Directors:      May 20, 2003

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