EXHIBIT 4.1

     

    2005
      EQUITY INCENTIVE PLAN
OF

    INTERACTIVE
      TELEVISION NETWORKS, INC.

     

    
      
        	
                1.

              	
                PURPOSES
                  OF THE PLAN

              


      

       

      The
        purposes of the 2005 Equity Incentive Plan (“Plan”) of INTERACTIVE TELEVISION
        NETWORKS, INC., a Nevada corporation (the “Company”), are to:

       

      1.1 Encourage
        selected employees, directors, consultants and advisers to improve operations
        and increase the profitability of the Company;

       

      1.2 Encourage
        selected employees, directors, consultants and advisers to accept or continue
        employment or association with the Company or its Affiliates; and

       

      1.3 Increase
        the interest of selected employees, directors, consultants and advisers in
        the
        Company’s welfare through participation in the growth in value of the common
        stock of the Company, par value $.001 per share (the “Common
        Stock”).

       

      
        	
                2.

              	
                TYPES
                  OF AWARDS; ELIGIBLE
                  PERSONS

              


      

       

      2.1 The
        Administrator (as defined below) may, from time to time, take the following
        action, separately or in combination, under the Plan: (i) grant “incentive stock
        options” (“ISOs”) intended to satisfy the requirements of Section 422 of the
        Internal Revenue Code of 1986, as amended, and the regulations thereunder
        (the
“Code”); (ii) grant “non-qualified options” (“NQOs,” and together with ISOs,
“Options”); (iii) grant or sell Common Stock subject to restrictions
        (“restricted stock”) and (iv) grant stock appreciation rights (in general, the
        right to receive the excess of the fair market value of Common Stock on the
        exercise date over its fair market value on the grant date (“SARs”)), either in
        tandem with Options or as separate and independent grants. Any such awards
        may
        be made to employees, including employees who are officers or directors,
        and to
        individuals described in Section 1 of this Plan who the Administrator believes
        have made or will make a contribution to the Company or any Affiliate (as
        defined below); provided,
        however,
        that
        only a person who is an employee of the Company or any Affiliate at the date
        of
        the grant of an Option is eligible to receive ISOs under the plan. The term
        “Affiliate” as used in this Plan means a parent or subsidiary corporation as
        defined in the applicable provisions (currently Sections 424(e) and (f),
        respectively) of the Code. The term “employee” includes an officer or director
        who is an employee of the Company. The term “consultant” includes persons
        employed by, or otherwise affiliated with, a consultant. The term “adviser”
includes persons employed by, or otherwise affiliated with, an adviser.


       

      2.2 Except
        as
        otherwise expressly set forth in this Plan, no right or benefit under this
        Plan
        shall be subject in any manner to anticipation, alienation, hypothecation,
        or
        charge, and any such attempted action shall be void. No right or benefit
        under
        this Plan shall in any manner be liable for or subject to debts, contracts,
        liabilities, or torts of any option holder or any other person except as
        otherwise may be expressly required by applicable law.

       

      
        	
                3.

              	
                STOCK
                  SUBJECT TO THIS PLAN; MAXIMUM NUMBER OF
                  GRANTS

              


      

       

      Subject
        to the provisions of Sections 6.1.1 and 8.2 of this Plan, the total number
        of
        shares of Common Stock which may be offered, or issued as restricted stock
        or on
        the exercise of Options or SARs under the Plan shall not exceed three million
        (3,000,000) shares of Common Stock. The shares subject to an Option or SAR
        granted under the Plan which expire, terminate or are cancelled unexercised
        shall become available again for grants under this Plan. If shares of restricted
        stock awarded under the Plan are forfeited to the Company or repurchased
        by the
        Company, the number of shares forfeited or repurchased shall again be available
        under the Plan. Where the exercise price of an Option is paid by means of
        the
        optionee’s surrender of previously owned shares of Common Stock or the Company’s
        withholding of shares otherwise issuable upon exercise of the Option as may
        be
        permitted herein, only the net number of shares issued and which remain
        outstanding in connection with such exercise shall be deemed “issued” and no
        longer available for issuance under this Plan. No eligible person shall be
        granted Options or other awards during any twelve-month period covering more
        than four hundred thousand (400,000) shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.

              	
                ADMINISTRATION

              


      

       

      4.1 This
        Plan
        shall be administered by the Board of Directors of the Company (the “Board”) or
        by a committee (the “Committee”) to which administration of this Plan, or of
        part of this Plan, is delegated by the Board (in either case, the
“Administrator”). The Board shall appoint and remove members of the Committee in
        its discretion in accordance with applicable laws. At the Board’s discretion,
        the Committee may be comprised solely of “non-employee directors” within the
        meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
        (the
“Exchange Act”), or “outside directors” within the meaning of Section 162(m) of
        the Code. The Administrator may delegate non-discretionary administrative
        duties
        to such employees of the Company as the Administrator deems proper and the
        Board, in its absolute discretion, may at any time and from time to time
        exercise any and all rights and duties of the Administrator under this
        Plan.

       

      4.2 Subject
        to the other provisions of this Plan, the Administrator shall have the
        authority, in its discretion: (i) to grant Options and SARs and grant or
        sell
        restricted stock; (ii) to determine the fair market value of the Common Stock
        subject to Options or other awards; (iii) to determine the exercise price
        of
        Options granted, the economic terms of SARs granted, or the offering price
        of
        restricted stock; (iv) to determine the persons to whom, and the time or
        times
        at which, Options or SARs shall be granted or restricted stock granted or
        sold,
        and the number of shares subject to each Option or SAR or the number of shares
        of restricted stock granted or sold; (v) to construe and interpret the terms
        and
        provisions of this Plan, of any applicable agreement and all Options and
        SARs
        granted under this Plan, and of any restricted stock award under this Plan;
        (vi)
        to prescribe, amend, and rescind rules and regulations relating to this Plan;
        (vii) to determine the terms and provisions of each Option and SAR granted
        and
        award of restricted stock (which need not be identical), including but not
        limited to, the time or times at which Options and SARs shall be exercisable
        or
        the time at which the restrictions on restricted stock shall lapse; (viii)
        with
        the consent of the grantee, to rescind any award or exercise of an Option
        or SAR
        and to modify or amend the terms of any Option, SAR or restricted stock;
        (ix) to
        reduce the exercise price of any Option, the base value from which appreciation
        is to be determined with respect to an SAR or the purchase price of restricted
        stock; (x) to accelerate or defer (with the consent of the grantee) the exercise
        date of any Option or SAR or the date on which the restrictions on restricted
        stock lapse; (xi) to issue shares of restricted stock to an optionee in
        connection with the accelerated exercise of an Option by such optionee; (xii)
        to
        authorize any person to execute on behalf of the Company any instrument
        evidencing the grant of an Option. SAR or award of restricted stock; (xiii)
        to
        determine the duration and purposes of leaves of absence which may be granted
        to
        participants without constituting a termination of their employment for the
        purposes of the Plan; and (xiv) to make all other determinations deemed
        necessary or advisable for the administration of this Plan, any applicable
        agreement, Option, SAR or award of restricted stock.

       

      4.3 All
        questions of interpretation, implementation, and application of this Plan
        or any
        agreement or Option, SAR or award of restricted stock shall be determined
        by the
        Administrator, which determination shall be final and binding on all
        persons.

       

      
        	
                5.

              	
                GRANTING
                  OF OPTIONS AND SARS;
                  AGREEMENTS

              


      

       

      5.1 No
        Options or SARs shall be granted under this Plan after ten (10) years from
        the
        date of adoption of this Plan by the Board.

       

      5.2 Each
        Option and SAR shall be evidenced by a written agreement, in form satisfactory
        to the Administrator, executed by the Company and the person to whom such
        grant
        is made. In the event of a conflict between the terms or conditions of an
        agreement and the terms and conditions of this Plan, the terms and conditions
        of
        this Plan shall govern.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.3 Each
        agreement shall specify whether the Option it evidences is an NQO or an ISO,
        provided,
        however,
        all
        Options granted under this Plan to non-employee directors, consultants and
        advisers of the Company are intended to be NQOs.

       

      5.4 Subject
        to Section 6.3.3 with respect to ISOs, the Administrator may approve the
        grant
        of Options or SARs under this Plan to persons who are expected to become
        employees, directors, consultants or advisers of the Company, but are not
        employees, directors, consultants or advisers at the date of
        approval.

       

      
        	
                6.

              	
                TERMS
AND CONDITIONS OF OPTIONS AND
SARS 

              


      

       

      Each
        Option and SAR granted under this Plan shall be subject to the terms and
        conditions set forth in Section 6.1. NQOs and SARs shall also be subject
        to the
        terms and conditions set forth in Section 6.2, but not those set forth in
        Section 6.3. ISOs shall also be subject to the terms and conditions set forth
        in
        Section 6.3, but not those set forth in Section 6.2. SARs shall be subject
        to
        the terms and conditions of Section 6.4.

       

      6.1 Terms
        and Conditions to Which All Options and SARs Are Subject. All Options and
        SARs granted under this Plan shall be subject to the following terms and
        conditions:

       

      6.1.1 Changes
        in Capital Structure.
        Subject
        to Section 6.1.2, if the stock of the Company is changed by reason of a stock
        split, reverse stock split, stock dividend, recapitalization, combination
        or
        reclassification, or if the Company effects a spin-off of the Company’s
        subsidiary, appropriate adjustments shall be made by the Administrator, in
        its
        sole discretion, in (a) the number and class of shares of stock subject to
        this
        Plan and each Option and SAR outstanding under this Plan, and (b) the exercise
        price of each outstanding Option; provided,
        that
        the Company shall not be required to issue fractional shares as a result
        of any
        such adjustments. Any adjustment, however, in an outstanding Option shall
        be
        made without change in the total price applicable to the unexercised portion
        of
        the Option but with a corresponding adjustment in the price for each share
        covered by the unexercised portion of the Option. Adjustments under this
        Section
        6.1.1 shall be made by the Administrator, whose determination as to the nature
        of the adjustments that shall be made, and the extent thereof, shall be final,
        binding, and conclusive. If an adjustment under this Section 6.1.1 would
        result
        in a fractional share interest under an option or any installment, the
        Administrator’s decision as to inclusion or exclusion of that fractional share
        interest shall be final, but no fractional shares of stock shall be issued
        under
        the Plan on account of any such adjustment.

       

      6.1.2 Corporate
        Transactions.
        Except
        as otherwise provided in the applicable agreement, in the event of a Corporate
        Transaction (as defined below), the Administrator shall notify each holder
        of an
        Option or SAR at least thirty (30) days prior thereto or as soon as may be
        practicable. To the extent not then exercised all Options and SARs shall
        terminate immediately prior to the consummation of such Corporate Transaction
        unless the Administrator determines otherwise in its sole discretion;
provided.
        however,
        that
        the Administrator, in its sole discretion, may (i) permit exercise of any
        Options or SARs prior to their termination, even if such Options or SARs
        would
        not otherwise have been exercisable, and/or (ii) provide that all or certain
        of
        the outstanding Options and SARs shall be assumed or an equivalent Option
        or SAR
        substituted by an applicable successor corporation or entity or any Affiliate
        of
        the successor corporation or entity. A “Corporate Transaction” means (i) a
        liquidation or dissolution of the Company; (ii) a merger or consolidation
        of the
        Company with or into another corporation or entity (other than a merger with
        a
        wholly-owned subsidiary); (iii) a sale of all or substantially all of the
        assets
        of the Company; or (iv) a purchase or other acquisition of more than 50%
        of the
        outstanding stock of the Company by one person or by more than one person
        acting
        in concert.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.1.3 Time
        of Option or SAR Exercise.
        Subject
        to Section 5 and Section 6.3.4, an Option or SAR granted under the Plan shall
        be
        exercisable (a) immediately as of the effective date of the applicable agreement
        or (b) in accordance with a schedule or performance criteria as may be set
        by
        the Administrator and specified in the applicable agreement. However, in
        no case
        may an Option or SAR be exercisable until a written agreement in form and
        substance satisfactory to the Company is executed by the Company and the
        grantee.

       

      6.1.4 Grant
        Date.
        The
        date of grant of an Option or SAR under the Plan shall be the effective date
        of
        the applicable agreement.

       

      6.1.5 Non-Transferability
        of Rights.
        Except
        with the express written approval of the Administrator, which approval the
        Administrator is authorized to give only with respect to NQOs and SARs, no
        Option or SAR granted under this Plan shall be assignable or otherwise
        transferable by the grantee except by will or by the laws of descent and
        distribution. During the life of the grantee, an Option or SAR shall be
        exercisable only by the grantee.

       

      6.1.6 Payment.
        Except
        as provided below, payment in full, in cash, shall be made for all stock
        purchased at the time written notice of exercise of an Option is given to
        the
        Company and the proceeds of any payment shall be considered general funds
        of the
        Company. The Administrator, in the exercise of its absolute discretion after
        considering any tax, accounting and financial consequences, may authorize
        any
        one or more of the following additional methods of payment:

       

      (a) Subject
        to the Sarbanes-Oxley Act of 2002, acceptance of the optionee’s full recourse
        promissory note for all or part of the Option price, payable on such terms
        and
        bearing such interest rate as determined by the Administrator (but in no
        event
        less than the minimum interest rate specified under the Code at which no
        additional interest or original issue discount would be imputed), which
        promissory note may be either secured or unsecured in such manner as the
        Administrator shall approve (including, without limitation, by a security
        interest in the shares of the Company);

       

      (b) Subject
        to the discretion of the Administrator and the terms of the stock option
        agreement granting the Option, delivery by the optionee of shares of Common
        Stock already owned by the optionee for all or part of the Option price,
        provided the fair market value (determined as set forth in Section 6.1.9)
        of
        such shares of Common Stock is equal on the date of exercise to the Option
        price, or such portion thereof as the optionee is authorized to pay by delivery
        of such stock; 

       

      (c) Subject
        to the discretion of the Administrator, through the surrender of shares of
        Common Stock then issuable upon exercise of the Option, provided the fair
        market
        value (determined as set forth in Section 6.1.9) of such shares of Common
        Stock
        is equal on the date of exercise to the Option price, or such portion thereof
        as
        the optionee is authorized to pay by surrender of such stock; and

       

      (d) By
        means
        of so-called cashless exercises as permitted under applicable rules and
        regulations of the Securities and Exchange Commission and the Federal Reserve
        Board.

       

      6.1.7 Withholding
        and Employment Taxes.
        At the
        time of exercise and as a condition thereto, or at such other time as the
        amount
        of such obligation becomes determinable, the grantee of an Option or SAR
        shall
        remit to the Company in cash all applicable federal and state withholding
        and
        employment taxes. Such obligation to remit may be satisfied, if authorized
        by
        the Administrator in its sole discretion, after considering any tax, accounting
        and financial consequences, by the holder’s (i) delivery of a promissory note in
        the required amount on such terms as the Administrator deems appropriate,
        (ii)
        tendering to the Company previously owned shares of Common Stock or other
        securities of the Company with a fair market value equal to the required
        amount,
        or (iii) agreeing to have shares of Common Stock (with a fair market value
        equal
        to the required amount), which are acquired upon exercise of the Option or
        SAR,
        withheld by the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.1.8 Other
        Provisions.
        Each
        Option and SAR granted under this Plan may contain such other terms, provisions,
        and conditions not inconsistent with this Plan as may be determined by the
        Administrator, and each ISO granted under this Plan shall include such
        provisions and conditions as are necessary to qualify the Option as an
“incentive stock option” within the meaning of Section 422 of the
        Code.

       

      6.1.9 Determination
        of Value.
        For
        purposes of this Plan, the fair market value of Common Stock or other securities
        of the Company shall be determined as follows:

       

      (a) If
        the
        stock of the Company is listed on a securities exchange or is regularly quoted
        by a recognized securities dealer, and selling prices are reported, its fair
        market value shall be the closing price of such stock on the date the value
        is
        to be determined, but if selling prices are not reported, its fair market
        value
        shall be the mean between the high bid and low asked prices for such stock
        on
        the date the value is to be determined (or if there are no quoted prices
        for the
        date of grant, then for the last preceding business day on which there were
        quoted prices).

       

      (b) In
        the
        absence of an established market for the stock, the fair market value thereof
        shall be determined in good faith by the Administrator, with reference to
        the
        Company’s net worth, prospective earning power, dividend-paying capacity, and
        other relevant factors, including the goodwill of the Company, the economic
        outlook in the Company’s industry, the Company’s position in the industry, the
        Company’s management, and the values of stock of other corporations in the same
        or a similar line of business.

       

      6.1.10 Option
        and SAR Term.
        No
        Option or SAR shall be exercisable more than 10 years after the date of grant,
        or such lesser period of time as is set forth in the applicable agreement
        (the
        end of the maximum exercise period stated in the agreement is referred to
        in
        this Plan as the “Expiration Date”).

       

      6.2 Terms
        and Conditions to Which Only NQOs Are Subject.
        Options
        granted under this Plan which are designated as NQOs shall be subject to
        the
        following terms and conditions:

       

      6.2.1 Exercise
        Price.
        The
        exercise price of an NQO shall be no less than the fair market value of the
        Common Stock on the date of grant.

       

      6.2.2 Termination
        of Employment.
        Except
        as otherwise provided in the applicable agreement, if for any reason a grantee
        ceases to be employed by the Company or any of its Affiliates, Options that
        are
        NQOs and SARs held at the date of termination (to the extent then exercisable)
        may be exercised in whole or in part at any time within ninety (90) days
        of the
        date of such termination (but in no event after the Expiration Date). For
        purposes of this Section 6.2.2, “employment” includes service as a director,
        consultant or adviser. For purposes of this Section 6.2.2, a grantee’s
        employment shall not be deemed to terminate by reason of the grantee’s transfer
        from the Company to an Affiliate, or vice versa, or sick leave, military
        leave
        or other leave of absence approved by the Administrator, if the period of
        any
        such leave does not exceed ninety (90) days or, if longer, if the grantee’s
        right to reemployment by the Company or any Affiliate is guaranteed either
        contractually or by statute.

       

      6.3 Terms
        and Conditions to Which Only ISOs Are Subject.
        Options
        granted under this Plan which are designated as ISOs shall be subject to
        the
        following terms and conditions:

       

      6.3.1 Exercise
        Price.
        The
        exercise price of an ISO shall not be less than the fair market value
        (determined in accordance with Section 6.1.9) of the stock covered by the
        Option
        at the time the Option is granted. The exercise price of an ISO granted to
        any
        person who owns, directly or by attribution under the Code (currently Section
        424(d)), stock possessing more than ten percent (10%) of the total combined
        voting power of all classes of stock of the Company or of any Affiliate (a
“Ten
        Percent Stockholder”) shall in no event be less than one hundred ten percent
        (110%) of the fair market value (determined in accordance with Section 6.1.9)
        of
        the stock covered by the Option at the time the Option is granted.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.3.2 Disqualifying
        Dispositions.
        If
        stock acquired by exercise of an ISO granted pursuant to this Plan is disposed
        of in a “disqualifying disposition” within the meaning of Section 422 of the
        Code (a disposition within two (2) years from the date of grant of the Option
        or
        within one year after the issuance of such stock on exercise of the Option),
        the
        holder of the stock immediately before the disposition shall promptly notify
        the
        Company in writing of the date and terms of the disposition and shall provide
        such other information regarding the Option as the Company may reasonably
        require.

       

      6.3.3 Grant
        Date.
        If an
        ISO is granted in anticipation of employment as provided in Section 5.4,
        the
        Option shall be deemed granted, without further approval, on the date the
        grantee assumes the employment relationship forming the basis for such grant,
        and, in addition, satisfies all requirements of this Plan for Options granted
        on
        that date.

       

      6.3.4 Term.
        Notwithstanding Section 6.1.10, no ISO granted to any Ten Percent Stockholder
        shall be exercisable more than five (5) years after the date of
        grant.

       

      6.3.5 Termination
        of Employment.
        Except
        as otherwise provided in the stock option agreement, if for any reason an
        optionee ceases to be employed by the Company or any of its Affiliates, Options
        that are ISOs held at the date of termination (to the extent then exercisable)
        may be exercised in whole or in part at any time within ninety (90) days
        of the
        date of such termination (but in no event after the Expiration Date). For
        purposes of this Section 6.3.5, an optionee’s employment shall not be deemed to
        terminate by reason of the optionee’s transfer from the Company to an Affiliate,
        or vice versa, or sick leave, military leave or other leave of absence approved
        by the Administrator, if the period of any such leave does not exceed ninety
        (90) days or, if longer, if the optionee’s right to reemployment by the Company
        or any Affiliate is guaranteed either contractually or by statute.

       

      6.4 Terms
        and Conditions Applicable Solely to SARs.
        In
        addition to the other terms and conditions applicable to SARs in this Section
        6,
        the holder shall be entitled to receive on exercise of an SAR only Common
        Stock
        at a fair market value equal to the benefit to be received by the
        exercise.

       

      
        	
                7.

              	
                MANNER
                  OF EXERCISE

              


      

       

      7.1 An
        optionee wishing to exercise an Option or SAR shall give written notice to
        the
        Company at its principal executive office, to the attention of the officer
        of
        the Company designated by the Administrator, accompanied by payment of the
        exercise price and/or withholding taxes as provided in Sections 6.1.6 and
        6.1.7.
        The date the Company receives written notice of an exercise hereunder
        accompanied by the applicable payment will be considered as the date such
        Option
        or SAR was exercised.

       

      7.2 Promptly
        after receipt of written notice of exercise and the applicable payments called
        for by Section 7.1, the Company shall, without stock issue or transfer taxes
        to
        the holder or other person entitled to exercise the Option or SAR, deliver
        to
        the holder or such other person a certificate or certificates for the requisite
        number of shares of Common Stock. A holder or permitted transferee of an
        Option
        or SAR shall not have any privileges as a stockholder with respect to any
        shares
        of Common Stock to be issued until the date of issuance (as evidenced by
        the
        appropriate entry on the books of the Company or a duly authorized transfer
        agent) of such shares.

       

      
        	
                8.

              	
                RESTRICTED
                  STOCK

              


      

       

      8.1 Grant
        or
        Sale of Restricted Stock. 

       

      8.1.1 No
        awards
        of restricted stock shall be granted under this Plan after ten (10) years
        from
        the date of adoption of this Plan by the Board.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.1.2 The
        Administrator may issue shares under the Plan as a grant or for such
        consideration (including services, and, subject to the Sarbanes-Oxley Act
        of
        2002, promissory notes) as determined by the Administrator. Shares issued
        under
        the Plan shall be subject to the terms, conditions and restrictions determined
        by the Administrator. The restrictions may include restrictions concerning
        transferability, repurchase by the Company and forfeiture of the shares issued,
        together with such other restrictions as may be determined by the Administrator.
        If shares are subject to forfeiture or repurchase by the Company, all dividends
        or other distributions paid by the Company with respect to the shares may
        be
        retained by the Company until the shares are no longer subject to forfeiture
        or
        repurchase, at which time all accumulated amounts shall be paid to the
        recipient. All Common Stock issued pursuant to this Section 8 shall be subject
        to a purchase or grant agreement, which shall be executed by the Company
        and the
        prospective recipient of the shares prior to the delivery of certificates
        representing such shares to the recipient. The purchase or grant agreement
        may
        contain any terms, conditions, restrictions, representations and warranties
        required by the Administrator. The certificates representing the shares shall
        bear any legends required by the Administrator. The Administrator may require
        any purchaser of restricted stock to pay to the Company in cash upon demand
        amounts necessary to satisfy any applicable federal, state or local tax
        withholding requirements. If the purchaser fails to pay the amount demanded,
        the
        Administrator may withhold that amount from other amounts payable by the
        Company
        to the purchaser, including salary, subject to applicable law. With the consent
        of the Administrator in its sole discretion, a purchaser may deliver Common
        Stock to the Company to satisfy this withholding obligation. Upon the issuance
        of restricted stock, the number of shares reserved for issuance under the
        Plan
        shall be reduced by the number of shares issued. 

       

      8.2 Changes
        in Capital Structure.
        In the
        event of a change in the Company’s capital structure, as described in Section
        6.1.1, appropriate adjustments shall be made by the Administrator, in its
        sole
        discretion, in the number and class of restricted stock subject to this Plan
        and
        the restricted stock outstanding under this Plan; provided,
        however,
        that
        the Company shall not be required to issue fractional shares as a result
        of any
        such adjustments.

       

      8.3 Corporate
        Transactions.
        In the
        event of a Corporate Transaction, as defined in Section 6.1.2 hereof, to
        the
        extent not previously forfeited, all restricted stock shall be forfeited
        immediately prior to the consummation of such Corporate Transaction unless
        the
        Administrator determines otherwise in its sole discretion; provided,
        however,
        that
        the Administrator, in its sole discretion, may remove any restrictions as
        to any
        restricted stock. The Administrator may, in its sole discretion, provide
        that
        all outstanding restricted stock participate in the Corporate Transaction
        with
        an equivalent stock substituted by an applicable successor corporation subject
        to the restriction.

       

      
        	
                9.

              	
                EMPLOYMENT
                  OR CONSULTING
                  RELATIONSHIP

              


      

       

      Nothing
        in this Plan or any Option granted hereunder shall interfere with or limit
        in
        any way the right of the Company or of any of its Affiliates to terminate
        the
        employment, consulting or advising of any optionee or restricted stock holder
        at
        any time, nor confer upon any optionee or restricted stock holder any right
        to
        continue in the employ of, or consult or advise with, the Company or any
        of its
        Affiliates.

       

      
        	
                10.

              	
                CONDITIONS
                  UPON ISSUANCE OF
                  SHARES

              


      

       

      10.1 Securities
        Act.
        Shares
        of Common Stock shall not be issued pursuant to the exercise of an Option
        or the
        receipt of restricted stock unless the exercise of such Option or such receipt
        of restricted stock and the issuance and delivery of such shares pursuant
        thereto shall comply with all relevant provisions of law, including, without
        limitation, the Securities Act of 1933, as amended (the “Securities
        Act”).

       

      10.2 Non-Compete
        Agreement.
        As a
        further condition to the receipt of Common Stock pursuant to the exercise
        of an
        Option or the receipt of restricted stock, the optionee or recipient of
        restricted stock may be required not to render services for any organization,
        or
        engage directly or indirectly in any business, competitive with the Company
        at
        any time during which (i) an Option is outstanding to such Optionee and for
        six
        (6) months after any exercise of an Option or the receipt of Common Stock
        pursuant to the exercise of an Option and (ii) restricted stock is owned
        by such
        recipient and for six (6) months after the restrictions on such restricted
        stock
        lapse. Failure to comply with this condition shall cause such Option and
        the
        exercise or issuance of shares thereunder and/or the award of restricted
        stock
        to be rescinded and the benefit of such exercise, issuance or award to be
        repaid
        to the Company.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                11.

              	
                NON-EXCLUSIVITY
                  OF THIS PLAN

              


      

       

      The
        adoption of this Plan shall not be construed as creating any limitations
        on the
        power of the Company to adopt such other incentive arrangements as it may
        deem
        desirable, including, without limitation, the granting of stock options other
        than under this Plan.

       

      
        	
                12.

              	
                MARKET
                  STAND-OFF

              


      

       

      Each
        optionee, holder of an SAR or recipient of restricted stock, if so requested
        by
        the Company or any representative of the underwriters in connection with
        any
        registration of the offering of any securities of the Company under the
        Securities Act, shall not sell or otherwise transfer any shares of Common
        Stock
        acquired upon exercise of Options, SARs or receipt of restricted stock during
        the 180-day period following the effective date of a registration statement
        of
        the Company filed under the Securities Act; provided,
        however,
        that
        such restriction shall apply only to a registration statement of the Company
        which includes securities to be sold on behalf of the Company to the public
        in
        an underwritten public offering under the Securities Act and the restriction
        period shall not exceed 90 days after the registration statement becomes
        effective.

       

      
        	
                13.

              	
                AMENDMENTS
                  TO PLAN

              


      

       

      The
        Board
        may at any time amend, alter, suspend or discontinue this Plan. Without the
        consent of an optionee, holder of an SAR or holder of restricted stock, no
        amendment, alteration, suspension or discontinuance may adversely affect
        such
        person’s outstanding Option(s), SAR(s) or the terms applicable to restricted
        stock except to conform this Plan and ISOs granted under this Plan to the
        requirements of federal or other tax laws relating to incentive stock options.
        No amendment, alteration, suspension or discontinuance shall require stockholder
        approval unless (a) stockholder approval is required to preserve incentive
        stock
        option treatment for federal income tax purposes or (b) the Board otherwise
        concludes that stockholder approval is advisable.

       

      
        	
                14.

              	
                EFFECTIVE
                  DATE OF PLAN;
                  TERMINATION

              


      

       

      This
        Plan
        shall become effective upon adoption by the Board; provided,
        however,
        that no
        Option or SAR shall be exercisable unless and until written consent of the
        stockholders of the Company, or approval of stockholders of the Company voting
        at a validly called stockholders’ meeting, is obtained within twelve (12) months
        after adoption by the Board. If any Options or SARs are so granted and
        stockholder approval shall not have been obtained within twelve (12) months
        of
        the date of adoption of this Plan by the Board, such Options and SARs shall
        terminate retroactively as of the date they were granted. Awards may be made
        under this Plan and exercise of Options and SARs shall occur only after there
        has been compliance with all applicable federal and state securities laws.
        This
        Plan (but not Options and SARs previously granted under this Plan) shall
        terminate within ten (10) years from the date of its adoption by the Board.
        Termination shall not affect any outstanding Options or SARs or the terms
        applicable to previously awarded restricted stock.