EXHIBIT 4.1  



TRINSIC, INC. 

2004 STOCK INCENTIVE PLAN 



     1.    
          Purposes. 



        The
purposes of the 2004 Stock Incentive Plan are to advance the interests of Trinsic, Inc.
and its shareholders by providing a means to attract, retain, and motivate employees,
consultants and directors of the Company, its subsidiaries and affiliates, to
provide for competitive compensation opportunities, to encourage long term service, to
recognize individual contributions and reward achievement of performance goals, and to
promote the creation of long term value for stockholders by aligning the interests of such
persons with those of stockholders. 



2.     Definitions.  



        For
purposes of the Plan, the following terms shall be defined as set forth below: 



    (a)        “Affiliate” means
any entity other than the Company and its           Subsidiaries that is designated by
the Board or the Committee as a participating           employer under the Plan; provided,
however, that the Company           directly or indirectly owns at least 20% of
the combined voting power of all           classes of stock of such entity or at least
20% of the ownership interests in           such entity.  





    (b)       “Award” means
any Option, SAR, Restricted Share, Restricted Share           Unit, Performance Share,
Performance Unit, Dividend Equivalent, or Other           Share-Based Award granted to an
Eligible Person under the Plan.  



    (c)       “Award
Agreement” means any written agreement, contract, or other           instrument or
document evidencing an Award.  



    (d)       “Beneficiary” means
the person, persons, trust or trusts which have           been designated by an Eligible
Person in his or her most recent written           beneficiary designation filed with the
Company to receive the benefits specified           under this Plan upon the death of the
Eligible Person, or, if there is no           designated Beneficiary or surviving
designated Beneficiary, then the person,           persons, trust or trusts entitled by
will or the laws of descent and           distribution to receive such benefits.  



    (e)       “Board” means
the Board of Directors of the Company.  



    (f)       “Code” means
the Internal Revenue Code of 1986, as amended from time           to time. References to
any provision of the Code shall be deemed to include           successor provisions
thereto and regulations thereunder.  



    (g)       “Committee” means
the Compensation Committee of the Board, or such           other Board committee (which
may include the entire Board) as may be designated           by the Board to administer
the Plan; provided, however, that,           unless otherwise determined by
the Board, the Committee shall consist of two or           more directors of the Company,
each of whom is a “non-employee           director” within the meaning of Rule
16b-3 under the Exchange Act, to the           extent applicable, and each of whom is an
“outside director” within           the meaning of Section 162(m) of the
Code, to the extent applicable; provided, further, that the mere fact that
the Committee shall           fail to qualify under either of the foregoing requirements
shall not invalidate           any Award made by the Committee which Award is otherwise
validly made under the           Plan.  














    (h)       “Company” means
Trinsic, Inc., a corporation organized under the laws           of Delaware or any
successor corporation.  



    (i)       “Director” means
a member of the Board who is not an employee of the           Company, a Subsidiary or an
Affiliate.  



    (j)       “Dividend
Equivalent” means a right, granted under Section 5(g), to           receive cash,
Shares, or other property equal in value to dividends paid with           respect to a
specified number of Shares. Dividend Equivalents may be awarded on           a
free-standing basis or in connection with another Award, and may be paid
          currently or on a deferred basis.  



    (k)       “Eligible
Person” means (i) an employee or consultant of the Company,           a Subsidiary
or an Affiliate, including any director who is an employee, or (ii)           a Director.
Notwithstanding any provisions of this Plan to the contrary, an           Award may be
granted to an employee, consultant or Director, in connection with           his or her
hiring or retention prior to the date the employee, consultant or           Director
first performs services for the Company, a Subsidiary or an Affiliate; provided,
however, that any such Award shall not become vested or           exercisable
prior to the date the employee, consultant or Director first           performs such
services.  



    (l)       “Exchange
Act” means the Securities Exchange Act of 1934, as amended           from time to
time. References to any provision of the Exchange Act shall be           deemed to
include successor provisions thereto and regulations thereunder.  



    (m)       “Fair
Market Value” means, with respect to Shares or other property,           the fair
market value of such Shares or other property determined by such           methods or
procedures as shall be established from time to time by the           Committee. If the
Shares are listed on any established stock exchange or a           national market
system, unless otherwise determined by the Committee in good           faith, the Fair
Market Value of Shares shall mean the mean between the high and           low selling
prices per Share on the date (or, if the Shares were not traded on           that day,
the next preceding day that the Shares were traded) on the principal           exchange
or market system on which the Shares are traded, as such prices are           officially
quoted on such exchange.  



    (n)       “ISO” means
any Option intended to be and designated as an incentive           stock option within
the meaning of Section 422 of the Code.  



    (o)       “NQSO” means
any Option that is not an ISO.  



    (p)       “Option” means
a right, granted under Section 5(b), to purchase           Shares.  



    (q)       “Other
Share-Based Award” means a right, granted under Section 5(h),           that relates
to or is valued by reference to Shares.  



    (r)       “Participant” means
an Eligible Person who has been granted an Award           under the Plan.  



    (s)       “Performance
Share” means a performance share granted under Section           5(f).  



    (t)       “Performance
Unit” means a performance unit granted under Section           5(f).  






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    (u)       “Plan” means
this 2004 Stock Incentive Plan.  



    (v)       “Restricted
Shares” means an Award of Shares under Section 5(d) that           may be subject to
certain restrictions and to a risk of forfeiture.  



    (w)       “Restricted
Share Unit” means a right, granted under Section 5(e), to           receive Shares
or cash at the end of a specified deferral period.  



    (x)       “Rule
16b-3” means Rule 16b-3, as from time to time in effect and           applicable to
the Plan and Participants, promulgated by the Securities and           Exchange
Commission under Section 16 of the Exchange Act.  



    (y)       “SAR” or
“Share Appreciation Right” means the right, granted           under Section
5(c), to be paid an amount measured by the difference between the           exercise
price of the right and the Fair Market Value of Shares on the date of           exercise
of the right, with payment to be made in cash, Shares, or property as           specified
in the Award or determined by the Committee.  



    (z)       “Shares” means
common stock, $.01 par value per share, of the Company,           and such other
securities as may be substituted for Shares pursuant to           Section 4 hereof.  



    (aa)       “Subsidiary” means
any corporation (other than the Company) in an           unbroken chain of corporations
beginning with the Company if each of the           corporations (other than the last
corporation in the unbroken chain) owns shares           possessing 50% or more of the
total combined voting power of all classes of           stock in one of the other
corporations in the chain.  



    (bb)       “Termination
of Service” means the termination of the           Participant’s employment,
consulting services or directorship with the           Company, its Subsidiaries and its
Affiliates, as the case may be. A Participant           employed by a Subsidiary of the
Company or one of its Affiliates shall also be           deemed to incur a Termination of
Service if the Subsidiary of the Company or           Affiliate ceases to be such a
Subsidiary or an Affiliate, as the case may be,           and the Participant does not
immediately thereafter become an employee or           director of, or a consultant to,
the Company, another Subsidiary of the Company           or an Affiliate. Temporary
absences from employment because of illness, vacation           or leave of absence and
transfers among the Company and its Subsidiaries and           Affiliates shall not be
considered a Termination of Service.  



3.    Administration. 



    (a)       Authority
of the Committee. The Plan shall be administered by the           Committee, and the
Committee shall have full and final authority to take the           following actions, in
each case subject to and consistent with the provisions of           the Plan:  



		    (i)              to
select Eligible Persons to whom Awards may be granted;  







		    (ii)              to
designate Affiliates;  







		    (iii)              to
determine the type or types of Awards to be granted to each Eligible Person;  










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		    (iv)              to
determine the type and number of Awards to be granted, the number of Shares           to
which an Award may relate, the terms and conditions of any Award granted           under
the Plan (including, but not limited to, any exercise price, grant price,           or
purchase price, any restriction or condition, any schedule for lapse of
          restrictions or conditions relating to transferability or forfeiture,
          exercisability, or settlement of an Award, and waiver or accelerations thereof,
          and waivers of performance conditions relating to an Award, based in each case
          on such considerations as the Committee shall determine), and all other matters
          to be determined in connection with an Award;  







		    (v)              to
determine whether, to what extent, and under what circumstances an Award may           be
settled, or the exercise price of an Award may be paid, in cash, Shares,           other
Awards, or other property, or an Award may be canceled, forfeited,           exchanged,
or surrendered;  







		    (vi)              to
determine whether, to what extent, and under what circumstances cash, Shares,
          other Awards, or other property payable with respect to an Award will be
          deferred either automatically, at the election of the Committee, or at the
          election of the Eligible Person;  







		    (vii)              to
prescribe the form of each Award Agreement, which need not be identical for
          each Eligible Person;  







		    (viii)              to
adopt, amend, suspend, waive, and rescind such rules and regulations and
          appoint such agents as the Committee may deem necessary or advisable to
          administer the Plan;  







		    (ix)              to
correct any defect or supply any omission or reconcile any inconsistency in           the
Plan and to construe and interpret the Plan and any Award, rules and
          regulations, Award Agreement, or other instrument hereunder;  







		    (x)              to
accelerate the exercisability or vesting of all or any portion of any Award           or
to extend the period during which an Award is exercisable;  







		    (xi)              to
determine whether uncertificated Shares may be used in satisfying Awards and
          otherwise in connection with the Plan; and  







		    (xii)              to
make all other decisions and determinations as may be required under the           terms
of the Plan or as the Committee may deem necessary or advisable for the
          administration of the Plan.  







    (b)       Manner
of Exercise of Committee Authority. The Committee shall have sole
          discretion in exercising its authority under the Plan. Any action of the
          Committee with respect to the Plan shall be final, conclusive, and binding on
          all persons, including the Company, Subsidiaries, Affiliates, Eligible Persons,
          any person claiming any rights under the Plan from or through any Eligible
          Person, and shareholders. The express grant of any specific power to the
          Committee, and the taking of any action by the Committee, shall not be
construed           as limiting any power or authority of the Committee. The Committee
may delegate           to other members of the Board or officers or managers of the
Company or any           Subsidiary or Affiliate the authority, subject to such terms as
the Committee           shall determine, to perform administrative functions and, with
respect to Awards           granted to persons not subject to Section 16 of the Exchange
Act, to perform           such other functions as the Committee may determine, to the
extent permitted           under Rule 16b-3 (if applicable) and applicable law.  






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    (c)       Limitation
of Liability. Each member of the Committee shall be entitled           to, in good
faith, rely or act upon any report or other information furnished to           him or her
by any officer or other employee of the Company or any Subsidiary or           Affiliate,
the Company’s independent certified public accountants, or other
          professional retained by the Company to assist in the administration of the
          Plan. No member of the Committee, and no officer or employee of the Company
          acting on behalf of the Committee, shall be personally liable for any action,
          determination, or interpretation taken or made in good faith with respect to
the           Plan, and all members of the Committee and any officer or employee of the
          Company acting on their behalf shall, to the extent permitted by law, be fully
          indemnified and protected by the Company with respect to any such action,
          determination, or interpretation.  



    (d)       Limitation
on Committee’s Discretion. Anything in this Plan to the           contrary
notwithstanding, in the case of any Award which is intended to qualify           as “performance-based
compensation” within the meaning of Section           162(m)(4)(C) of the Code, if
the Award Agreement so provides, the Committee           shall have no discretion to
increase the amount of compensation payable under           the Award to the extent such
an increase would cause the Award to lose its           qualification as such
performance-based compensation.  



4.    Shares
Subject to the Plan. 



    (a)       Subject
to adjustment as provided in Section 4(c) hereof, the total number of           Shares
reserved for issuance in connection with Awards under the Plan shall be
          4,808,153 (the “Initial Shares”). No Award may be granted if the
          number of Shares to which such Award relates, when added to the number of
Shares           previously issued under the Plan, exceeds the number of Shares reserved
under           the preceding sentence. If any Awards are forfeited, canceled,
terminated,           exchanged or surrendered or such Award is settled in cash or
otherwise           terminates without a distribution of Shares to the Participant, any
Shares           counted against the number of Shares reserved and available under the
Plan with           respect to such Award shall, to the extent of any such forfeiture,
settlement,           termination, cancellation, exchange or surrender, again be
available for Awards           under the Plan. Upon the exercise of any Award granted in
tandem with any other           Awards, such related Awards shall be canceled to the
extent of the number of           Shares as to which the Award is exercised.  



    (b)       Subject
to adjustment as provided in Section 4(c) hereof, the maximum number of           Shares
(i) with respect to which Options or SARs may be granted during a           calendar
year to any Eligible Person under this Plan shall be 15% of the Initial           Shares,
and (ii) with respect to Performance Shares, Performance Units,           Restricted
Shares or Restricted Share Units intended to qualify as           performance-based
compensation within the meaning of Section 162(m)(4)(C)           of the Code shall
be 15% of the Initial Shares during a calendar year to any           Eligible Person
under this Plan.  



    (c)       In
the event that the Committee shall determine that any dividend in Shares,
          recapitalization, Share split, reverse split, reorganization, merger,
          consolidation, spin-off, combination, repurchase, or share exchange, or other
          similar corporate transaction or event, affects the Shares such that an
          adjustment is appropriate in order to prevent dilution or enlargement of the
          rights of Eligible Persons under the Plan, then the Committee shall make such
          equitable changes or adjustments as it deems appropriate and, in such manner as
          it may deem equitable, adjust any or all of (i) the number and kind of shares
          which may thereafter be issued under the Plan, (ii) the number and kind of
          shares, other securities or other consideration issued or issuable in respect
of           outstanding Awards, and (iii) the exercise price, grant price, or purchase
price           relating to any Award; provided, however, in each case
that, with           respect to ISOs, such adjustment shall be made in accordance with
Section 424(a)           of the Code, unless the Committee determines otherwise. In
addition, the           Committee is authorized to make adjustments in the terms and
conditions of, and           the criteria and performance objectives, if any, included
in, Awards in           recognition of unusual or non-recurring events (including,
without limitation,           events described in the preceding sentence) affecting the
Company or any           Subsidiary or Affiliate or the financial statements of the
Company or any           Subsidiary or Affiliate, or in response to changes in applicable
laws,           regulations, or accounting principles; provided, however,
that, if           an Award Agreement specifically so provides, the Committee shall not
have           discretion to increase the amount of compensation payable under the Award
to the           extent such an increase would cause the Award to lose its qualification
as           performance-based compensation for purposes of Section 162(m)(4)(C) of the
Code           and the regulations thereunder.  






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    (d)       In
the event that the Company is a party to a merger or consolidation or a           Change
of Control shall occur, outstanding Options shall be subject to the           agreement
of merger or consolidation or other applicable transaction agreement.           Such
agreement, without the Participants’ consent, may provide for: (i)
          continuation or assumption of such outstanding Option under the Plan by the
          Company (if it is the surviving corporation) or by the surviving corporation or
          its parent; (ii) substitution by the surviving corporation or its parent of
          stock options with substantially the same terms for such outstanding Options
          (and, if the Company is not a publicly traded entity, substitution of option
          shares with equity of the surviving corporation or its parent with
substantially           the same terms as the outstanding option shares); (iii)
acceleration of the           vesting of or right to exercise such outstanding Options
immediately prior to or           as of the date of the merger or consolidation or Change
of Control, and the           expiration of such outstanding Options to the extent not
timely exercised by the           date of the merger, consolidation, Change of Control or
other date thereafter           designated by the Board; or (iv) cancellation of all or
any portion of such           outstanding Options by a cash payment of the excess, if
any, of the Fair Market           Value of the shares subject to such outstanding Options
or portion thereof being           canceled over the aggregate purchase price with
respect to such Options or           portion thereof being canceled.  



    (e)       Any
Shares distributed pursuant to an Award may consist, in whole or in part, of
          authorized and unissued Shares or treasury Shares including Shares acquired by
          purchase in the open market or in private transactions.  



5.    Specific
Terms of Awards. 



    (a)       General.
Awards may be granted on the terms and conditions set forth in           this Section 5.
In addition, the Committee may impose on any Award or the           exercise thereof, at
the date of grant or thereafter (subject to Section 9(d)),           such additional
terms and conditions, not inconsistent with the provisions of           the Plan, as the
Committee shall determine, including terms regarding forfeiture           of Awards or
continued exercisability of Awards in the event of Termination of           Service by
the Eligible Person.  



    (b)       Options.
The Committee is authorized to grant Options, which may be NQSOs           or ISOs, to
Eligible Persons on the following terms and conditions:  



		    (i)       Exercise
Price. The exercise price per Share purchasable under an Option           shall be
determined by the Committee. The Committee may, without limitation, set           an
exercise price that is based upon achievement of performance criteria if           deemed
appropriate by the Committee.  










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		    (ii)       Option
Term. The term of each Option shall be determined by the           Committee.  







		    (iii)       Time
and Method of Exercise. The Committee shall determine at the date of           grant
or thereafter the time or times at which an Option may be exercised in           whole or
in part (including, without limitation, upon achievement of performance
          criteria if deemed appropriate by the Committee), the methods by which such
          exercise price may be paid or deemed to be paid (including, without limitation,
          broker-assisted exercise arrangements), the form of such payment (including,
          without limitation, cash, Shares, notes or other property), and the methods by
          which Shares will be delivered or deemed to be delivered to Eligible Persons;
provided, however, that in no event may any portion of the
          exercise price be paid with Shares acquired either under an Award granted
          pursuant to this Plan, upon exercise of a stock option granted under another
          Company plan or as a stock bonus or other stock award granted under another
          Company plan unless, in any such case, the Shares were acquired and vested more
          than six months in advance of the date of exercise.  







		    (iv)       ISOs.
The terms of any ISO granted under the Plan shall comply in all           respects with
the provisions of Section 422 of the Code, including but not           limited to the
requirement that the ISO shall be granted within ten years from           the earlier of
the date of adoption or shareholder approval of the Plan. ISOs           may only be
granted to employees of the Company or a Subsidiary.  







    (c)       SARs.
The Committee is authorized to grant SARs (Share Appreciation           Rights) to
Eligible Persons on the following terms and conditions:  



		    (i)       Right
to Payment. A SAR shall confer on the Eligible Person to whom it is           granted
a right to receive with respect to each Share subject thereto, upon           exercise
thereof, the excess of (1) the Fair Market Value of one Share on the           date of
exercise (or, if the Committee shall so determine in the case of any           such
right, the Fair Market Value of one Share at any time during a specified           period
before or after the date of exercise) over (2) the exercise price per           Share of
the SAR as determined by the Committee as of the date of grant of the           SAR
(which, in the case of a SAR granted in tandem with an Option, shall be           equal
to the exercise price of the underlying Option).  







		    (ii)       Other
Terms. The Committee shall determine, at the time of grant or           thereafter,
the time or times at which a SAR may be exercised in whole or in           part, the
method of exercise, method of settlement, form of consideration           payable in
settlement, method by which Shares will be delivered or deemed to be           delivered
to Eligible Persons, whether or not a SAR shall be in tandem with any           other
Award, and any other terms and conditions of any SAR. Unless the Committee
          determines otherwise, a SAR (1) granted in tandem with an NQSO may be granted
at           the time of grant of the related NQSO or at any time thereafter and (2)
granted           in tandem with an ISO may only be granted at the time of grant of the
related           ISO.  







    (d)       Restricted
Shares. The Committee is authorized to grant Restricted Shares           to Eligible
Persons on the following terms and conditions:  






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		    (i)       Issuance
and Restrictions. Restricted Shares shall be subject to such           restrictions
on transferability and other restrictions, if any, as the Committee           may impose
at the date of grant or thereafter, which restrictions may lapse           separately or
in combination at such times, under such circumstances (including,           without
limitation, upon achievement of performance criteria if deemed           appropriate by
the Committee), in such installments, or otherwise, as the           Committee may
determine. Except to the extent restricted under the Award           Agreement relating
to the Restricted Shares, an Eligible Person granted           Restricted Shares shall
have all of the rights of a shareholder including,           without limitation, the
right to vote Restricted Shares and the right to receive           dividends thereon.  







		    (ii)       Forfeiture.
Except as otherwise determined by the Committee, at the date           of grant or
thereafter, upon Termination of Service during the applicable           restriction
period, Restricted Shares and any accrued but unpaid dividends or           Dividend
Equivalents that are at that time subject to restrictions shall be           forfeited;
provided, however, that the Committee may provide, by           rule or
regulation or in any Award Agreement, or may determine in any individual           case,
that restrictions or forfeiture conditions relating to Restricted Shares           will
be waived in whole or in part in the event of Termination of Service           resulting
from specified causes, and the Committee may in other cases waive in           whole or
in part the forfeiture of Restricted Shares.  







		    (iii)       Certificates
for Shares. Restricted Shares granted under the Plan may be           evidenced in
such manner as the Committee shall determine. If certificates           representing
Restricted Shares are registered in the name of the Eligible           Person, such
certificates shall bear an appropriate legend referring to the           terms,
conditions, and restrictions applicable to such Restricted Shares, the           Company
shall retain physical possession of the certificate and the Participant           shall
deliver a stock power to the Company, endorsed in blank, relating to the
          Restricted Shares.  







		    (iv)       Dividends.
Dividends paid on Restricted Shares shall be either paid at           the dividend
payment date, or deferred for payment to such date as determined by           the
Committee, in cash or in unrestricted Shares having a Fair Market Value           equal
to the amount of such dividends. Shares distributed in connection with a           Share
split or dividend in Shares, and other property distributed as a dividend,
          shall be subject to restrictions and a risk of forfeiture to the same extent as
          the Restricted Shares with respect to which such Shares or other property has
          been distributed.  







    (e)       Restricted
Share Units. The Committee is authorized to grant Restricted           Share Units to
Eligible Persons, subject to the following terms and conditions:  



		    (i)       Award
and Restrictions. Delivery of Shares or cash, as the case may be,           will
occur upon expiration of the deferral period specified for Restricted Share
          Units by the Committee (or, if permitted by the Committee, as elected by the
          Eligible Person). In addition, Restricted Share Units shall be subject to such
          restrictions as the Committee may impose, if any (including, without
limitation,           the achievement of performance criteria if deemed appropriate by
the Committee),           at the date of grant or thereafter, which restrictions may
lapse at the           expiration of the deferral period or at earlier or later specified
times,           separately or in combination, in installments or otherwise, as the
Committee may           determine.  










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		    (ii)       Forfeiture.
Except as otherwise determined by the Committee at date of           grant or thereafter,
upon Termination of Service during the applicable deferral           period or portion
thereof to which forfeiture conditions apply (as provided in           the Award
Agreement evidencing the Restricted Share Units), or upon failure to           satisfy
any other conditions precedent to the delivery of Shares or cash to           which such
Restricted Share Units relate, all Restricted Share Units that are at           that time
subject to deferral or restriction shall be forfeited; provided, however,
that the Committee may provide, by rule or           regulation or in any Award
Agreement, or may determine in any individual case,           that restrictions or
forfeiture conditions relating to Restricted Share Units           will be waived in
whole or in part in the event of Termination of Service           resulting from
specified causes, and the Committee may in other cases waive in           whole or in
part the forfeiture of Restricted Share Units.  







		    (iii)       Dividend
Equivalents. Unless otherwise determined by the           Committee at
date of grant, Dividend Equivalents on the specified number of           Shares covered
by a Restricted Share Unit shall be either (A) paid with respect           to such
Restricted Share Unit at the dividend payment date in cash or in           unrestricted
Shares having a Fair Market Value equal to the amount of such           dividends, or (B)
deferred with respect to such Restricted Share Unit and the           amount or value
thereof automatically deemed reinvested in additional Restricted           Share Units or
other Awards, as the Committee shall determine or permit the           Participant to
elect.  







    (f)       Performance
Shares and Performance Units. The Committee is authorized to           grant
Performance Shares or Performance Units or both to Eligible Persons on the
          following terms and conditions:  



		    (i)       Performance
Period. The Committee shall determine a performance period           (the “Performance
Period”) of one or more years and shall determine           the performance
objectives for grants of Performance Shares and Performance           Units. Performance
objectives may vary from Eligible Person to Eligible Person           and shall be based
upon the performance criteria as the Committee may deem           appropriate. The
performance objectives may be determined by reference to the           performance of the
Company, or of a Subsidiary or Affiliate, or of a division or           unit of any of
the foregoing. Performance Periods may overlap and Eligible           Persons may
participate simultaneously with respect to Performance Shares and           Performance
Units for which different Performance Periods are prescribed.  







		    (ii)       Award
Value. At the beginning of a Performance Period, the Committee           shall
determine for each Eligible Person or group of Eligible Persons with           respect to
that Performance Period the range of number of Shares, if any, in the           case of
Performance Shares, and the range of dollar values, if any, in the case           of
Performance Units, which may be fixed or may vary in accordance with such
          performance or other criteria specified by the Committee, which shall be paid
to           an Eligible Person as an Award if the relevant measure of Company
performance           for the Performance Period is met.  







		    (iii)       Significant
Events. If during the course of a Performance Period there           shall occur
significant events as determined by the Committee which the           Committee expects
to have a substantial effect on a performance objective during           such period, the
Committee may revise such objective; provided, however, that, if an Award
Agreement so provides, the Committee shall not           have any discretion to increase
the amount of compensation payable under the           Award to the extent such an
increase would cause the Award to lose its           qualification as performance-based
compensation for purposes of Section           162(m)(4)(C) of the Code and the
regulations thereunder.  










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		    (iv)       Forfeiture.
Except as otherwise determined by the Committee, at the date           of grant or
thereafter, upon Termination Service during the applicable           Performance Period,
Performance Shares and Performance Units for which the           Performance Period was
prescribed shall be forfeited; provided, however, that the Committee may
provide, by rule or regulation or in any           Award Agreement, or may determine in
an individual case, that restrictions or           forfeiture conditions relating to
Performance Shares and Performance Units will           be waived in whole or in part in
the event of Terminations of Service resulting           from specified causes, and the
Committee may in other cases waive in whole or in           part the forfeiture of
Performance Shares and Performance Units.  







		    (v)       Payment.
Each Performance Share or Performance Unit may be paid in whole           Shares, or
cash, or a combination of Shares and cash either as a lump sum           payment or in
installments, all as the Committee shall determine, at the time of           grant of the
Performance Share or Performance Unit or otherwise, commencing as           soon as
practicable after the end of the relevant Performance Period.  







    (g)       Dividend
Equivalents. The Committee is authorized to grant Dividend           Equivalents to
Eligible Persons. The Committee may provide, at the date of grant           or
thereafter, that Dividend Equivalents shall be paid or distributed when           accrued
or shall be deemed to have been reinvested in additional Shares, or           other
investment vehicles as the Committee may specify; provided, however, that
Dividend Equivalents (other than freestanding Dividend           Equivalents) shall be
subject to all conditions and restrictions of the           underlying Awards to which
they relate.  



    (h)              Other
Share-Based Awards. The Committee is authorized, subject to           limitations
under applicable law, to grant to Eligible Persons such other Awards           that may
be denominated or payable in, valued in whole or in part by reference           to, or
otherwise based on, or related to, Shares, as deemed by the Committee to           be
consistent with the purposes of the Plan, including, without limitation,
          unrestricted shares awarded purely as a “bonus” and not subject to
any           restrictions or conditions, other rights convertible or exchangeable into
          Shares, purchase rights for Shares, Awards with value and payment contingent
          upon performance of the Company or any other factors designated by the
          Committee, and Awards valued by reference to the performance of specified
          Subsidiaries or Affiliates. The Committee shall determine the terms and
          conditions of such Awards at date of grant or thereafter. Shares delivered
          pursuant to an Award in the nature of a purchase right granted under this
          Section 5(h) shall be purchased for such consideration, paid for at such times,
          by such methods, and in such forms, including, without limitation, cash,
Shares,           notes or other property, as the Committee shall determine. Cash awards,
as an           element of or supplement to any other Award under the Plan, shall also be
          authorized pursuant to this Section 5(h).  



6.    Certain
Provisions Applicable to Awards. 






10 










    (a)       Stand-Alone,
Additional, Tandem and Substitute Awards. Awards granted           under the Plan
may, in the discretion of the Committee, be granted to Eligible           Persons either
alone or in addition to, in tandem with, or in exchange or           substitution for,
any other Award granted under the Plan or any award granted           under any other
plan or agreement of the Company, any Subsidiary or Affiliate,           or any business
entity to be acquired by the Company or a Subsidiary or           Affiliate, or any other
right of an Eligible Person to receive payment from the           Company or any
Subsidiary or Affiliate. Awards may be granted in addition to or           in tandem with
such other Awards or awards, and may be granted either as of the           same time as
or a different time from the grant of such other Awards or awards.           The per
Share exercise price of any Option or grant price of any SAR which, in           either
case, is granted in connection with the substitution of awards granted           under
any other plan or agreement of the Company or any Subsidiary or Affiliate           or
any business entity to be acquired by the Company or any Subsidiary or
          Affiliate shall be determined by the Committee, in its discretion.  



    (b)       Term
of Awards. The term of each Award granted to an Eligible Person           shall be
for such period as may be determined by the Committee; provided, however,
that in no event shall the term of any ISO or a SAR granted in           tandem therewith
exceed a period of ten years from the date of its grant (or           such shorter period
as may be applicable under Section 422 of the Code).  



    (c)       Form
of Payment Under Awards. Subject to the terms of the Plan and any
          applicable Award Agreement, payments to be made by the Company or a Subsidiary
          or Affiliate upon the grant, maturation, or exercise of an Award may be made in
          such forms as the Committee shall determine at the date of grant or thereafter,
          including, without limitation, cash, Shares, notes or other property, and may
be           made in a single payment or transfer, in installments, or on a deferred
basis.           The Committee may make rules relating to installment or deferred
payments with           respect to Awards, including the rate of interest to be credited
with respect to           such payments, and the Committee may require deferral of
payment under an Award           if, in the sole judgment of the Committee, it may be
necessary in order to avoid           nondeductibility of the payment under Section 162(m)
of the Code.  



    (d)       Nontransferability.
Unless otherwise set forth by the Committee in an           Award Agreement, Awards shall
not be transferable by an Eligible Person except           by will or the laws of descent
and distribution (except pursuant to a           Beneficiary designation) and shall be
exercisable during the lifetime of an           Eligible Person only by such Eligible
Person or his guardian or legal           representative. An Eligible Person’s
rights under the Plan may not be           pledged, mortgaged, hypothecated, or otherwise
encumbered, and shall not be           subject to claims of the Eligible Person’s
creditors.  



    (e)       Noncompetition.
The Committee may, by way of the Award Agreements or           otherwise, establish such
other terms, conditions, restrictions and/or           limitations, if any, of any Award,
provided they are not inconsistent with the           Plan, including, without
limitation, the requirement that the Participant not           engage in competition with
the Company.  



7.    Performance
Awards. 



    (a)       Performance
Awards Granted to Covered Employees. If the Committee           determines that an
Award (other than an Option or SAR) to be granted to an           Eligible Person should
qualify as “performance-based compensation” for           purposes of Section
162(m) of the Code, the grant, vesting, exercise and/or           settlement of such
Award (each, a “Performance Award”) shall be           contingent upon
achievement of preestablished performance goals and other terms           set forth in
this Section 7(a).  






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		    (i)       Performance
Goals Generally. The performance goals for such           Performance
Awards shall consist of one or more business criteria and a targeted           level or
levels of performance with respect to each of such criteria, as           specified by
the Committee consistent with this Section 7(a). The performance           goals shall be
objective and shall otherwise meet the requirements of Section           162(m) of the
Code and regulations thereunder (including Treasury Regulation           1.162-27 and
successor regulations thereto), including the requirement that the           level or
levels of performance targeted by the Committee result in the           achievement of
performance goals being “substantially uncertain.” The           Committee may
determine that such Performance Awards shall be granted, vested,           exercised
and/or settled upon achievement of any one performance goal or that           two or more
of the performance goals must be achieved as a condition to grant,           vesting,
exercise and/or settlement of such Performance Awards. Performance           goals may
differ for Performance Awards granted to any one Participant or to           different
Participants.  







		    (ii)       Business
Criteria. One or more of the following business           criteria for
the Company, on a consolidated basis, and/or for specified           Subsidiaries or
Affiliates or other business units or lines of business of the           Company shall be
used by the Committee in establishing performance goals for           such Performance
Awards: (1) earnings per share (basic or fully diluted); (2)           revenues; (3)
earnings, before or after taxes, from operations (generally or           specified
operations), or before or after interest expense, depreciation,           amortization,
incentives, or extraordinary or special items; (4) cash flow, free           cash flow,
cash flow return on investment (discounted or otherwise), net cash           provided by
operations, or cash flow in excess of cost of capital; (5) return on           net
assets, return on assets, return on investment, return on capital, return on
          equity; (6) economic value added; (7) operating margin or operating expense;
(8)           net income; (9) Share price or total stockholder return; and (10) strategic
          business criteria, consisting of one or more objectives based on meeting
          specified market penetration, geographic business expansion goals, cost
targets,           customer satisfaction, supervision of litigation and information
technology, and           goals relating to acquisitions or divestitures of Subsidiaries,
Affiliates or           joint ventures. The targeted level or levels of performance with
respect to such           business criteria may be established at such levels and in such
terms as the           Committee may determine, in its discretion, including in absolute
terms, as a           goal relative to performance in prior periods, or as a goal
compared to the           performance of one or more comparable companies or an index
covering multiple           companies.  







		    (iii)       Performance
Period; Timing for Establishing Performance Goals; Per-Person           Limit. Achievement
of performance goals in respect of such           Performance Awards shall be measured
over a performance period, as specified by           the Committee. A performance goal
shall be established not later than the           earlier of (A) 90 days after the
beginning of any performance period applicable           to such Performance Award or (B)
the time 25% of such performance period has           elapsed. In all cases, the maximum
Performance Award of any Participant shall be           subject to the limitation set
forth in Section 4(b).  







		    (iv)       Settlement
of Performance Awards; Other Terms. Settlement           of such
Performance Awards shall be in cash, Shares, other Awards or other           property, in
the discretion of the Committee. The Committee may, in its           discretion, reduce
the amount of a settlement otherwise to be made in connection           with such
Performance Awards, but may not exercise discretion to increase any           such amount
payable to the Participant in respect of a Performance Award subject           to this
Section 7(a). Any settlement which changes the form of payment from that
          originally specified shall be implemented in a manner such that the Performance
          Award and other related Awards do not, solely for that reason, fail to qualify
          as “performance-based compensation” for purposes of Section 162(m) of
          the Code. The Committee shall specify the circumstances in which such
          Performance Awards shall be paid or forfeited in the event of Termination of
          Service of the Participant or other event (including a Change of Control) prior
          to the end of a performance period or settlement of such Performance Awards.  










12 










		    (v)       Maximum
Annual Cash Award. The maximum amount payable upon settlement of           a
cash-settled Performance Unit (or other cash-settled Award) granted under this
          Plan for any calendar year to any Eligible Person that is intended to satisfy
          the requirements for “performance-based compensation” under Section
          162(m) of the Code shall not exceed $____________.  







    (b)       Written
Determinations. Determinations by the Committee as           to the
establishment of performance goals, the amount potentially payable in           respect
of Performance Awards, the level of actual achievement of the specified
          performance goals relating to Performance Awards and the amount of any final
          Performance Award shall be recorded in writing in the case of Performance
Awards           intended to qualify under Section 162(m) of the Code. Specifically, the
          Committee shall certify in writing, in a manner conforming to applicable
          regulations under Section 162(m), prior to settlement of each such Award, that
          the performance objective relating to the Performance Award and other material
          terms of the Award upon which settlement of the Award was conditioned have been
          satisfied.  



8.    Change
of Control Provisions. 



    (a)       Acceleration
of Exercisability and Lapse of Restrictions. Unless           otherwise provided by
the Committee at the time of the Award grant, in the event           of a Change of
Control, (i) all outstanding Awards pursuant to which the           Participant may
have rights the exercise of which is restricted or limited,           shall become fully
exercisable at the time of the Change of Control, and           (ii) unless the
right to lapse of restrictions or limitations is waived or           deferred by a
Participant prior to such lapse, all restrictions or limitations           (including
risks of forfeiture and deferrals) on outstanding Awards subject to
          restrictions or limitations under the Plan shall lapse, and all performance
          criteria and other conditions to payment of Awards under which payments of
cash,           Shares or other property are subject to conditions shall be deemed to be
          achieved or fulfilled and shall be waived by the Company at the time of the
          Change of Control.  



    (b)       Definition
of Change of Control. For purposes of this Plan, “Change           of Control” shall
mean:  



		    (i)       theacquisition
byany individual, entity or group (within the           meaning ofSection
13(d)(3) or 14(d)(2) of theExchange Act (a           “Person”), of
beneficial ownership (within the meaning of Rule 13d-3           promulgated under the
Exchange Act) of 50% or more of either (1) the then           outstanding shares of
common stock of the Company (the “Outstanding Company           Common Stock”)
or (2) the combined voting power of the then outstanding           voting securities of
the Company entitled to vote generally in the election of           directors (the “Outstanding
Company Voting Securities”);provided, however, that the
following acquisitions shall not           constitute a Change of Control: (i) any
acquisition directly from the Company           (other than by exercise of a conversion
privilege); (ii) any acquisition by the           Company or any of its Subsidiaries;
(iii) anyacquisition by any employee           benefit plan (or related trust)
sponsored or maintained by the Company or any of           its Subsidiaries; or (iv) any
acquisition by any corporation with respect to           which, following such
acquisition, more than 60% of, respectively, the then           outstanding shares of
common stock of such corporation and the combined voting           power of the then
outstanding voting securities of such corporation entitled to           vote generally in
the election of directors is then beneficially owned, directly           or indirectly,
by all or substantially all of the individuals and entities who           were the
beneficial owners, respectively, of the outstanding Company Common           Stock and
Outstanding Company Voting Securities immediately prior to such           acquisition in
substantially the same proportions as their ownership,           immediately prior to
such acquisition, of the Outstanding Company Common Stock           and Outstanding
Company Voting Securities, as the case may be;  










13 










		    (ii)       during
any period of two consecutive years, individuals who, as of the beginning           of
such period, constitute the Board (the “Incumbent Board”) cease for
          any reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the           beginning of such
period whose election, or nomination for election by the           Company’s
shareholders, was approved by a vote of at least a majority of           the directors
then comprising the Incumbent Board shall be considered as though           such
individual were a member of the Incumbent Board, but excluding, for this
          purpose, any such individual whose initial assumption of office occurs as a
          result of either an actual or threatened election contest (as such terms are
          used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act);  







		    (iii)       consummation
of a reorganization, merger or consolidation, in each case, with           respect to
which all or substantially all of the individuals and entities who           were the
beneficial owners, respectively, of the Outstanding Company Common           Stock and
outstanding Company Voting Securities immediately prior to such           reorganization,
merger or consolidation, do not, following such reorganization,           merger or
consolidation, beneficially own, directly or indirectly, more than 60%           of,
respectively, the then outstanding shares of common stock and the combined
          voting power of the then outstanding voting securities entitled to vote
          generally in the election of directors, as the case may be, of the corporation
          resulting from such reorganization, merger or consolidation in substantially
the           same proportions as their ownership, immediately prior to such
reorganization,           merger or consolidation, of the Outstanding Company Common
Stock and Outstanding           Company Voting Securities, as the case may be;  







		    (iv)       consummation
of a sale or other disposition of all or substantially all of the           assets of the
Company, other than to a corporation with respect to which           following such sale
or other disposition, more than 60% of, respectively, the           then outstanding
shares of common stock of such corporation and the combined           voting power of the
then outstanding voting securities of such corporation           entitled to vote
generally in the election of directors is then beneficially           owned, directly or
indirectly, by all or substantially all of the individuals           and entities who
were the beneficial owners, respectively, of the outstanding           Company Common
Stock and Outstanding Company Voting Securities immediately prior           to such sale
or other disposition in substantially the same proportions as their           ownership,
immediately prior to such sale or other disposition, of the           Outstanding Company
Common Stock and Outstanding Company Voting Securities, as           the case may be; or  







		    (v)       approval
by the shareholders of the Company of a complete liquidation or           dissolution of
the Company.  










14 










9.    General
Provisions. 



    (a)       Compliance
with Legal and Trading Requirements. The Plan, the granting           and exercising
of Awards thereunder, and the other obligations of the Company           under the Plan
and any Award Agreement, shall be subject to all applicable           federal, state and
foreign laws, rules and regulations, and to such approvals by           any stock
exchange, regulatory or governmental agency as may be required. The           Company, in
its discretion, may postpone the issuance or delivery of Shares           under any Award
until completion of such stock exchange or market system listing           or
registration or qualification of such Shares or other required action under           any
state, federal or foreign law, rule or regulation as the Company may           consider
appropriate, and may require any Participant to make such           representations and
furnish such information as it may consider appropriate in           connection with the
issuance or delivery of Shares in compliance with applicable           laws, rules and
regulations. No provisions of the Plan shall be interpreted or           construed to
obligate the Company to register any Shares under federal, state or           foreign
law. The Shares issued under the Plan may be subject to such other           restrictions
on transfer as determined by the Committee.  



    (b)       No
Right to Continued Employment or Service. Neither the Plan nor any           action
taken thereunder shall be construed as giving any employee, consultant or
          director the right to be retained in the employ or service of the Company or
any           of its Subsidiaries or Affiliates, nor shall it interfere in any way with
the           right of the Company or any of its Subsidiaries or Affiliates to terminate
any           employee’s, consultant’s or director’s employment or service
at           any time.  



    (c)       Taxes.
The Company or any Subsidiary or Affiliate is authorized to           withhold from any
Award granted, any payment relating to an Award under the           Plan, including from
a distribution of Shares, or any payroll or other payment           to an Eligible
Person, amounts of withholding and other taxes due in connection           with any
transaction involving an Award, and to take such other action as the           Committee
may deem advisable to enable the Company and Eligible Persons to           satisfy
obligations for the payment of withholding taxes and other tax           obligations
relating to any Award. This authority shall include authority to           withhold or
receive Shares or other property and to make cash payments in           respect thereof
in satisfaction of an Eligible Person’s tax obligations; provided, however,
that the amount of tax withholding to be           satisfied by withholding Shares shall
be limited to the minimum amount of taxes,           including employment taxes, required
to be withheld under applicable Federal,           state and local law.  



    (d)       Changes
to the Plan and Awards. The Board may amend, alter, suspend,           discontinue,
or terminate the Plan or the Committee’s authority to grant           Awards under
the Plan without the consent of shareholders of the Company or           Participants,
except that any such amendment or alteration shall be subject to           the approval
of the Company’s shareholders (i) to the extent such           shareholder
approval is required under the rules of any stock exchange or           automated
quotation system on which the Shares may then be listed or quoted or           (ii) as it
applies to ISOs, to the extent such shareholder approval is required           under
Section 422 of the Code; provided, however, that, without           the
consent of an affected Participant, no amendment, alteration, suspension,
          discontinuation, or termination of the Plan may materially and adversely affect
          the rights of such Participant under any Award theretofore granted to him or
          her. The Committee may waive any conditions or rights under, amend any terms
of,           or amend, alter, suspend, discontinue or terminate, any Award theretofore
          granted, prospectively or retrospectively; provided, however,
          that, without the consent of a Participant, no amendment, alteration,
          suspension, discontinuation or termination of any Award may materially and
          adversely affect the rights of such Participant under any Award theretofore
          granted to him or her.  






15 










    (e)       No
Rights to Awards; No Shareholder Rights. No Eligible Person or           employee
shall have any claim to be granted any Award under the Plan, and there           is no
obligation for uniformity of treatment of Eligible Persons and employees.           No
Award shall confer on any Eligible Person any of the rights of a shareholder           of
the Company unless and until Shares are duly issued or transferred to the
          Eligible Person in accordance with the terms of the Award.  



    (f)       Unfunded
Status of Awards. The Plan is intended to constitute an           “unfunded” plan
for incentive compensation. With respect to any           payments not yet made to a
Participant pursuant to an Award, nothing contained           in the Plan or any Award
shall give any such Participant any rights that are           greater than those of a
general creditor of the Company; provided, however, that the Committee may
authorize the creation of trusts or make           other arrangements to meet the Company’s
obligations under the Plan to           deliver cash, Shares, other Awards, or other
property pursuant to any Award,           which trusts or other arrangements shall be
consistent with the           “unfunded” status of the Plan unless the
Committee otherwise           determines with the consent of each affected Participant.  



    (g)       Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board           nor its
submission to the shareholders of the Company for approval shall be           construed
as creating any limitations on the power of the Board to adopt such           other
incentive arrangements as it may deem desirable, including, without           limitation,
the granting of options and other awards otherwise than under the           Plan, and
such arrangements may be either applicable generally or only in           specific cases.  



    (h)       Not
Compensation for Benefit Plans. No Award payable under this Plan           shall be
deemed salary or compensation for the purpose of computing benefits           under any
benefit plan or other arrangement of the Company for the benefit of           its
employees, consultants or directors unless the Company shall determine
          otherwise.  



    (i)       No
Fractional Shares. No fractional Shares shall be issued or delivered
          pursuant to the Plan or any Award. The Committee shall determine whether cash,
          other Awards, or other property shall be issued or paid in lieu of such
          fractional Shares or whether such fractional Shares or any rights thereto shall
          be forfeited or otherwise eliminated.  



    (j)       Governing
Law. The validity, construction, and effect of the Plan, any           rules and
regulations relating to the Plan, and any Award Agreement shall be           determined
in accordance with the laws of New York, without giving effect to           principles of
conflict of laws thereof.  



    (k)       Effective
Date; Plan Termination. The Plan shall become effective as of           December 1,
2004 (the “Effective Date”), subject to approval by the           shareholders
of the Company. The Plan shall terminate as to future awards on the           date which
is ten (10) years after the Effective Date.  



    (l)       Titles
and Headings. The titles and headings of the sections in the Plan           are for
convenience of reference only. In the event of any conflict, the text of           the
Plan, rather than such titles or headings, shall control.  






16