<PAGE>
EXHIBIT 10.1

                                   PENGE CORP.
                            2002 STOCK INCENTIVE PLAN

         1. PURPOSE. The purpose of this Penge Corp. 2002 Stock Incentive Plan
(the "PLAN") is to enable Penge Corp. (the "COMPANY") to attract and retain the
services of (i) selected employees, officers and directors of the Company or any
parent or subsidiary of the Company and (ii) selected non-employee agents,
consultants, advisers and independent contractors of the Company or any parent
or subsidiary of the Company. For purposes of this Plan, a person is considered
to be employed by or in the service of the Company if the person is employed by
or in the service of any entity that is either the Company or a parent or
subsidiary of the Company (the "EMPLOYER").

         2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below
and in Section 10, the shares to be offered under the Plan shall consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be issued under the Plan shall be 8,000,000 shares. If an option or
Performance-Based Award granted under the Plan expires, terminates or is
canceled, the unissued shares subject to that option or Performance-Based Award
shall again be available under the Plan. If shares awarded as a bonus pursuant
to Section 7 or sold pursuant to Section 8 under the Plan are forfeited to or
repurchased by the Company, the number of shares forfeited or repurchased shall
again be available under the Plan.

         3. EFFECTIVE DATE AND DURATION OF PLAN.

                  3.1 EFFECTIVE DATE. The Plan shall become effective as of
         October 30, 2002. No Incentive Stock Option (as defined in Section 5
         below) granted under the Plan shall become exercisable and no payments
         shall be made under a Performance-Based Award, however, until the Plan
         is approved by the written consent of the holders of a majority of the
         shares of Common Stock or by the affirmative vote of the holders of a
         majority of the shares of Common Stock represented at a shareholders
         meeting at which a quorum is present, and the exercise of any Incentive
         Stock Options granted under the Plan before approval shall be
         conditioned on and subject to that approval. Subject to this
         limitation, options and Performance-Based Awards may be granted and
         shares may be awarded as bonuses or sold under the Plan at any time
         after the effective date and before termination of the Plan.

                  3.2 DURATION. The Plan shall continue in effect until all
         shares available for issuance under the Plan have been issued and all
         restrictions on the shares have lapsed. The Board of Directors may
         suspend or terminate the Plan at any time except with respect to
         options, Performance-Based Awards and shares subject to restrictions
         then outstanding under the Plan. Termination shall not affect any
         outstanding options, any outstanding Performance-Based Awards or any
         right of the Company to repurchase shares or the forfeitability of
         shares issued under the Plan.

         4. ADMINISTRATION.

                  4.1 BOARD OF DIRECTORS. The Plan shall be administered by the
         Board of Directors of the Company, which shall determine and designate
         the individuals to whom awards shall be made, the amount of the awards

<PAGE>

         and the other terms and conditions of the awards. Subject to the
         provisions of the Plan, the Board of Directors may adopt and amend
         rules and regulations relating to administration of the Plan, advance
         the lapse of any waiting period, accelerate any exercise date, waive or
         modify any restriction applicable to shares (except those restrictions
         imposed by law) and make all other determinations in the judgment of
         the Board of Directors necessary or desirable for the administration of
         the Plan. The interpretation and construction of the provisions of the
         Plan and related agreements by the Board of Directors shall be final
         and conclusive. The Board of Directors may correct any defect or supply
         any omission or reconcile any inconsistency in the Plan or in any
         related agreement in the manner and to the extent it deems expedient to
         carry the Plan into effect, and the Board of Directors shall be the
         sole and final judge of such expediency.

                  4.2 COMMITTEE. The Board of Directors may delegate to any
         committee of the Board of Directors (the "COMMITTEE") any or all
         authority for administration of the Plan. If authority is delegated to
         the Committee, all references to the Board of Directors in the Plan
         shall mean and relate to the Committee, except (i) as otherwise
         provided by the Board of Directors and (ii) that only the Board of
         Directors may amend or terminate the Plan as provided in Sections 3 and
         11.

         5. TYPES OF AWARDS, ELIGIBILITY, LIMITATIONS. The Board of Directors
may, from time to time, take the following actions, separately or in
combination, under the Plan: (i) grant Incentive Stock Options, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE"), as
provided in Sections 6.1 and 6.2; (ii) grant options other than Incentive Stock
Options ("NON-STATUTORY STOCK OPTIONS") as provided in Sections 6.1 and 6.3;
(iii) award stock bonuses as provided in Section 7; (iv) sell shares subject to
restrictions as provided in Section 8; and (v) award Performance-Based Awards as
provided in Section 9. Awards may be made to employees, including employees who
are officers or directors, and to other individuals described in Section 1
selected by the Board of Directors; provided, however, that only employees of
the Company or any parent or subsidiary of the Company (as defined in
subsections 424(e) and 424(f) of the Code) are eligible to receive Incentive
Stock Options under the Plan. The Board of Directors shall select the
individuals to whom awards shall be made and shall specify the action taken with
respect to each individual to whom an award is made. At the discretion of the
Board of Directors, an individual may be given an election to surrender an award
in exchange for the grant of a new award. No employee may be granted options for
more than an aggregate of 1,000,000 shares of Common Stock in the calendar year
in which the employee is hired or 1,000,000 shares of Common Stock in any other
calendar year.

         6. OPTION GRANTS.

                  6.1 GENERAL RULES RELATING TO OPTIONS.

                           6.1.1 TERMS OF GRANT. The Board of Directors may
         grant options under the Plan. With respect to each option grant, the
         Board of Directors shall determine the number of shares subject to the
         option, the exercise price, the period of the option, the time or times
         at which the option may be exercised and whether the option is an
         Incentive Stock Option or a Non-Statutory Stock Option. At the time of


                                       2
<PAGE>

         the grant of an option or at any time thereafter, the Board of
         Directors may provide that an optionee who exercised an option with
         Common Stock of the Company shall automatically receive a new option to
         purchase additional shares equal to the number of shares surrendered
         and may specify the terms and conditions of such new options.

                           6.1.2 EXERCISE OF OPTIONS. Except as provided in
         Section 6.1.4 or as determined by the Board of Directors, no Incentive
         Stock Option granted under the Plan may be exercised unless at the time
         of exercise the optionee is employed by the Company and shall have been
         so employed continuously since the date the option was granted. Except
         as provided in Sections 6.1.4 and 10, options granted under the Plan
         may be exercised from time to time over the period stated in each
         option in amounts and at times prescribed by the Board of Directors,
         provided that options may not be exercised for fractional shares.
         Unless otherwise determined by the Board of Directors, if an optionee
         does not exercise an option in any one year for the full number of
         shares to which the optionee is entitled in that year, the optionee's
         rights shall be cumulative and the optionee may purchase those shares
         in any subsequent year during the term of the option.

                           6.1.3 NONTRANSFERABILITY. Each Incentive Stock Option
         and, unless otherwise determined by the Board of Directors, each other
         option granted under the Plan by its terms (i) shall be nonassignable
         and nontransferable by the optionee, either voluntarily or by operation
         of law, except by will or by the laws of descent and distribution of
         the state or country of the optionee's domicile at the time of death,
         and (ii) during the optionee's lifetime, shall be exercisable only by
         the optionee.

                           6.1.4 TERMINATION OF EMPLOYMENT OR SERVICE. Except as
         otherwise determined by the Board of Directors, Sections 6.1.4(a) and
         (b) shall only apply to Incentive Stock Options.

                                    (a) GENERAL RULE. Unless otherwise
                           determined by the Board of Directors, if an
                           optionee's employment with the Company terminates for
                           any reason other than because of total disability or
                           death as provided in Sections 6.1.4(b) and (c), his
                           or her option may be exercised at any time before the
                           expiration date of the option or the expiration of 3
                           months after the date of termination, whichever is
                           the shorter period, but only if and to the extent the
                           optionee was entitled to exercise the option at the
                           date of termination.

                                    (b) TERMINATION BECAUSE OF TOTAL DISABILITY.
                           Unless otherwise determined by the Board of
                           Directors, if an optionee's employment with the
                           Company terminates because of total disability, his
                           or her option may be exercised at any time before the
                           expiration date of the option or before the date 12
                           months after the date of termination, whichever is
                           the shorter period, but only if and to the extent the
                           optionee was entitled to exercise the option at the
                           date of termination. The term "total disability"
                           means a medically determinable mental or physical
                           impairment that is expected to result in death or has
                           lasted or is expected to last for a continuous period
                           of 12 months or more and that, in the opinion of the


                                       3
<PAGE>

                           Company and two independent physicians, causes the
                           optionee to be unable to perform his or her duties as
                           an employee, director, officer or consultant of the
                           Employer and unable to be engaged in any substantial
                           gainful activity. Total disability shall be deemed to
                           have occurred on the first day after the two
                           independent physicians have furnished their written
                           opinion of total disability to the Company and the
                           Company has reached an opinion of total disability.

                                    (c) TERMINATION BECAUSE OF DEATH. Unless
                           otherwise determined by the Board of Directors, if an
                           optionee dies while employed by or providing service
                           to the Company, his or her option may be exercised at
                           any time before the expiration date of the option or
                           before the date 12 months after the date of death,
                           whichever is the shorter period, but only if and to
                           the extent the optionee was entitled to exercise the
                           option at the date of death and only by the person or
                           persons to whom the optionee's rights under the
                           option shall pass by the optionee's will or by the
                           laws of descent and distribution of the state or
                           country of domicile at the time of death.

                                    (d) AMENDMENT OF EXERCISE PERIOD APPLICABLE
                           TO TERMINATION. The Board of Directors may at any
                           time extend the 3-month and 12-month exercise periods
                           any length of time not longer than the original
                           expiration date of the option; provided, however,
                           that in the event of any extension of the periods set
                           forth in Sections 6.1.4(a) or (b), the option will no
                           longer qualify for the favorable tax treatment
                           afforded Incentive Stock Options. The Board of
                           Directors may at any time increase the portion of an
                           option that is exercisable, subject to terms and
                           conditions determined by the Board of Directors.

                                    (e) FAILURE TO EXERCISE OPTION. To the
                           extent that the option of any deceased optionee or
                           any optionee whose employment or service terminates
                           is not exercised within the applicable period, all
                           further rights to purchase shares pursuant to the
                           option shall cease and terminate.

                                    (f) LEAVE OF ABSENCE. Absence on leave
                           approved by the Employer or on account of illness or
                           disability shall not be deemed a termination or
                           interruption of employment or service. Unless
                           otherwise determined by the Board of Directors,
                           vesting of options shall continue during a medical,
                           family or military leave of absence, whether paid or
                           unpaid, and vesting of options shall be suspended
                           during any other unpaid leave of absence.

                           6.1.5 PURCHASE OF SHARES.

                                    (a) NOTICE OF EXERCISE. Unless the Board of
                           Directors determines otherwise, shares may be
                           acquired pursuant to an option granted under the Plan
                           only upon the Company's receipt of written notice


                                       4
<PAGE>

                           from the optionee of the optionee's binding
                           commitment to purchase shares, specifying the number
                           of shares the optionee desires to purchase under the
                           option and the date on which the optionee agrees to
                           complete the transaction, and, if required to comply
                           with the Securities Act of 1933, containing a
                           representation that it is the optionee's intention to
                           acquire the shares for investment and not with a view
                           to distribution.

                                    (b) PAYMENT. Unless the Board of Directors
                           determines otherwise, on or before the date specified
                           for completion of the purchase of shares pursuant to
                           an option exercise, the optionee must pay the Company
                           the full purchase price of those shares in cash or by
                           check or, with the consent of the Board of Directors,
                           in whole or in part, in Common Stock of the Company
                           valued at fair market value, restricted stock or
                           other contingent awards denominated in either stock
                           or cash, promissory notes and other forms of
                           consideration. Unless otherwise determined by the
                           Board of Directors, any Common Stock provided in
                           payment of the purchase price must have been
                           previously acquired and held by the optionee for at
                           least six months. The fair market value of Common
                           Stock provided in payment of the purchase price shall
                           be the closing price of the Common Stock last
                           reported before the time payment in Common Stock is
                           made or, if earlier, committed to be made, if the
                           Common Stock is publicly traded, or another value of
                           the Common Stock as specified by the Board of
                           Directors. No shares shall be issued until full
                           payment for the shares has been made, including all
                           amounts owed for tax withholding. With the consent of
                           the Board of Directors, an optionee may request the
                           Company to apply automatically the shares to be
                           received upon the exercise of a portion of a stock
                           option (even though stock certificates have not yet
                           been issued) to satisfy the purchase price for
                           additional portions of the option.

                                    (c) TAX WITHHOLDING. Each optionee who has
                           exercised an option shall, immediately upon
                           notification of the amount due, if any, pay to the
                           Company in cash or by check amounts necessary to
                           satisfy any applicable federal, state and local tax
                           withholding requirements. If additional withholding
                           is or becomes required (as a result of exercise of an
                           option or as a result of disposition of shares
                           acquired pursuant to exercise of an option) beyond
                           any amount deposited before delivery of the
                           certificates, the optionee shall pay such amount, in
                           cash or by check, to the Company on demand. If the
                           optionee fails to pay the amount demanded, the
                           Company or the Employer may withhold that amount from
                           other amounts payable to the optionee, including
                           salary, subject to applicable law. With the consent
                           of the Board of Directors, an optionee may satisfy
                           this obligation, in whole or in part, by instructing
                           the Company to withhold from the shares to be issued
                           upon exercise or by delivering to the Company other
                           shares of Common Stock; provided, however, that the
                           number of shares so withheld or delivered shall not
                           exceed the minimum amount necessary to satisfy the
                           required withholding obligation.


                                       5
<PAGE>

                                    (d) REDUCTION OF RESERVED SHARES. Upon the
                           exercise of an option, the number of shares reserved
                           for issuance under the Plan shall be reduced by the
                           number of shares issued upon exercise of the option
                           (less the number of any shares surrendered in payment
                           for the exercise price or withheld to satisfy
                           withholding requirements).

                           6.1.6 LIMITATIONS ON GRANTS TO NON-EXEMPT EMPLOYEES.
         Unless otherwise determined by the Board of Directors, if an employee
         of the Company or any parent or subsidiary of the Company is a
         non-exempt employee subject to the overtime compensation provisions of
         Section 7 of the Fair Labor Standards Act (the "FLSA"), any option
         granted to that employee shall be subject to the following
         restrictions: (i) the option price shall be at least 85 percent of the
         fair market value, as described in Section 6.2.4, of the Common Stock
         subject to the option on the date it is granted; and (ii) the option
         shall not be exercisable until at least six months after the date it is
         granted; provided, however, that this six-month restriction on
         exercisability will cease to apply if the employee dies, becomes
         disabled or retires, there is a change in ownership of the Company, or
         in other circumstances permitted by regulation, all as prescribed in
         Section 7(e)(8)(B) of the FLSA.

                  6.2 INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be
         subject to the following additional terms and conditions:

                           6.2.1 LIMITATION ON AMOUNT OF GRANTS. If the
         aggregate fair market value of stock (determined as of the date the
         option is granted) for which Incentive Stock Options granted under this
         Plan (and any other stock incentive plan of the Company or its parent
         or subsidiary corporations, as defined in subSections 424(e) and 424(f)
         of the Code) are exercisable for the first time by an employee during
         any calendar year exceeds $100,000, the portion of the option or
         options not exceeding $100,000, to the extent of whole shares, will be
         treated as an Incentive Stock Option and the remaining portion of the
         option or options will be treated as a Non-Statutory Stock Option. The
         preceding sentence will be applied by taking options into account in
         the order in which they were granted. If, under the $100,000
         limitation, a portion of an option is treated as an Incentive Stock
         Option and the remaining portion of the option is treated as a
         Non-Statutory Stock Option, unless the optionee designates otherwise at
         the time of exercise, the optionee's exercise of all or a portion of
         the option will be treated as the exercise of the Incentive Stock
         Option portion of the option to the full extent permitted under the
         $100,000 limitation. If an optionee exercises an option that is treated
         in part as an Incentive Stock Option and in part as a Non-Statutory
         Stock Option, the Company will designate the portion of the stock
         acquired pursuant to the exercise of the Incentive Stock Option portion
         as Incentive Stock Option stock by issuing a separate certificate for
         that portion of the stock and identifying the certificate as Incentive
         Stock Option stock in its stock records.

                           6.2.2 LIMITATIONS ON GRANTS TO 10 PERCENT
         SHAREHOLDERS. An Incentive Stock Option may be granted under the Plan
         to an employee possessing more than 10 percent of the total combined
         voting power of all classes of stock of the Company or any parent or
         subsidiary (as defined in subSections 424(e) and 424(f) of the Code)


                                       6
<PAGE>

         only if the option price is at least 110 percent of the fair market
         value, as described in Section 6.2.4, of the Common Stock subject to
         the option on the date it is granted and the option by its terms is not
         exercisable after the expiration of five years from the date it is
         granted.

                           6.2.3 DURATION OF OPTIONS. Subject to Sections 6.1.2,
         6.1.4 and 6.2.2, Incentive Stock Options granted under the Plan shall
         continue in effect for the period fixed by the Board of Directors,
         except that by its terms no Incentive Stock Option shall be exercisable
         after the expiration of 10 years from the date it is granted.

                           6.2.4 OPTION PRICE. The option price per share shall
         be determined by the Board of Directors at the time of grant. Except as
         provided in Section 6.2.2, the option price shall not be less than 100
         percent of the fair market value of the Common Stock covered by the
         Incentive Stock Option at the date the option is granted. The fair
         market value shall be the closing price of the Common Stock last
         reported before the time the option is granted, if the stock is
         publicly traded, or another value of the Common Stock as specified by
         the Board of Directors.

                           6.2.5 LIMITATION ON TIME OF GRANT. No Incentive Stock
         Option shall be granted on or after the tenth anniversary of the last
         action by the Board of Directors adopting the Plan or approving an
         increase in the number of shares available for issuance under the Plan,
         which action was subsequently approved within 12 months by the
         shareholders.

                           6.2.6 EARLY DISPOSITIONS. If within two years after
         an Incentive Stock Option is granted or within 12 months after an
         Incentive Stock Option is exercised, the optionee sells or otherwise
         disposes of Common Stock acquired on exercise of the Option, the
         optionee shall within 30 days of the sale or disposition notify the
         Company in writing of (i) the date of the sale or disposition, (ii) the
         amount realized on the sale or disposition and (iii) the nature of the
         disposition (e.g., sale, gift, etc.).

                  6.3 NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options
         shall be subject to the following terms and conditions, in addition to
         those set forth in Section 6.1 above:

                           6.3.1 OPTION PRICE. The option price for
         Non-Statutory Stock Options shall be determined by the Board of
         Directors at the time of grant and may be any amount determined by the
         Board of Directors.

                           6.3.2 DURATION OF OPTIONS. Non-Statutory Stock
         Options granted under the Plan shall continue in effect for the period
         fixed by the Board of Directors.

         7. STOCK BONUSES. The Board of Directors may award shares under the
Plan as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with any other restrictions determined by the
Board of Directors. The Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the recipient to pay
any monetary consideration other than amounts necessary to satisfy tax


                                       7
<PAGE>

withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares awarded shall bear any legends required
by the Board of Directors. The Company may require any recipient of a stock
bonus to pay to the Company in cash or by check upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If
the recipient fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the recipient, including
salary, subject to applicable law. With the consent of the Board of Directors, a
recipient may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of a stock bonus, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.

         8. RESTRICTED STOCK. The Board of Directors may issue shares under the
Plan for any consideration (including promissory notes and services) determined
by the Board of Directors. Shares issued under the Plan shall be subject to the
terms, conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability, repurchase by
the Company and forfeiture of the shares issued, together with any other
restrictions determined by the Board of Directors. All Common Stock issued
pursuant to this Section 8 shall be subject to a purchase agreement, which shall
be executed by the Company and the prospective purchaser of the shares before
the delivery of certificates representing the shares to the purchaser. The
purchase agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares shall bear any legends required by the
Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash or by check 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 Company or the Employer may
withhold that amount from other amounts payable to the purchaser, including
salary, subject to applicable law. With the consent of the Board of Directors, a
purchaser may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required 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, less the number of shares withheld or delivered to
satisfy withholding obligations.

         9. PERFORMANCE-BASED AWARDS. The Board of Directors may grant awards
intended to qualify as qualified performance-based compensation under Section
162(m) of the Code and the regulations thereunder ("PERFORMANCE-BASED AWARDS").
Performance-Based Awards shall be denominated at the time of grant either in
Common Stock ("STOCK PERFORMANCE AWARDS") or in dollar amounts ("DOLLAR
PERFORMANCE AWARDS"). Payment under a Stock Performance Award or a Dollar
Performance Award shall be made, at the discretion of the Board of Directors, in
Common Stock ("PERFORMANCE SHARES"), or in cash or in any combination thereof.
Performance-Based Awards shall be subject to the following terms and conditions:


                                       8
<PAGE>

         9.1 AWARD PERIOD. The Board of Directors shall determine the period of
time for which a Performance-Based Award is made (the "AWARD PERIOD").

         9.2 PERFORMANCE GOALS AND PAYMENT. The Board of Directors shall
establish in writing objectives ("PERFORMANCE GOALS") that must be met by the
Company or any subsidiary, division or other unit of the Company ("BUSINESS
UNIT") during the Award Period as a condition to payment being made under the
Performance-Based Award. The Performance Goals for each award shall be one or
more targeted levels of performance with respect to one or more of the following
objective measures with respect to the Company or any Business Unit: earnings,
earnings per share, stock price increase, total shareholder return (stock price
increase plus dividends), return on equity, return on assets, return on capital,
economic value added, revenues, operating income, inventories, inventory turns,
cash flows or any of the foregoing before the effect of acquisitions,
divestitures, accounting changes, and restructuring and special charges
(determined according to criteria established by the Board of Directors). The
Board of Directors shall also establish the number of Performance Shares or the
amount of cash payment to be made under a Performance-Based Award if the
Performance Goals are met or exceeded, including the fixing of a maximum payment
(subject to Section 9.4). The Board of Directors may establish other
restrictions to payment under a Performance-Based Award, such as a continued
employment requirement, in addition to satisfaction of the Performance Goals.
Some or all of the Performance Shares may be issued at the time of the award as
restricted shares subject to forfeiture in whole or in part if Performance Goals
or, if applicable, other restrictions are not satisfied.

         9.3 COMPUTATION OF PAYMENT. During or after an Award Period, the
performance of the Company or Business Unit, as applicable, during the period
shall be measured against the Performance Goals. If the Performance Goals are
not met, no payment shall be made under a Performance-Based Award. If the
Performance Goals are met or exceeded, the Board of Directors shall certify that
fact in writing and certify the number of Performance Shares earned or the
amount of cash payment to be made under the terms of the Performance-Based
Award.

         9.4 MAXIMUM AWARDS. No participant may receive in any fiscal year Stock
Performance Awards under which the aggregate amount payable under the Awards
exceeds the equivalent of 1,000,000 shares of Common Stock or Dollar Performance
Awards under which the aggregate amount payable under the Awards exceeds
$1,000,000.

         9.5 TAX WITHHOLDING. Each participant who has received Performance
Shares shall, upon notification of the amount due, pay to the Company in cash or
by check amounts necessary to satisfy any applicable federal, state and local
tax withholding requirements. If the participant fails to pay the amount
demanded, the Company or the Employer may withhold that amount from other
amounts payable to the participant, including salary, subject to applicable law.
With the consent of the Board of Directors, a participant may satisfy this
obligation, in whole or in part, by instructing the Company to withhold from any
shares to be issued or by delivering to the Company other shares of Common
Stock; provided, however, that the number of shares so delivered or withheld


                                       9
<PAGE>

shall not exceed the minimum amount necessary to satisfy the required
withholding obligation.

         9.6 EFFECT ON SHARES AVAILABLE. The payment of a Performance-Based
Award in cash shall not reduce the number of shares of Common Stock reserved for
issuance under the Plan. The number of shares of Common Stock reserved for
issuance under the Plan shall be reduced by the number of shares issued upon
payment of an award, less the number of shares delivered or withheld to satisfy
withholding obligations.

10. CHANGES IN CAPITAL STRUCTURE.

         10.1 STOCK SPLITS, STOCK DIVIDENDS. If the outstanding Common Stock of
the Company is hereafter increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company by
reason of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for grants
under the Plan and in all other share amounts set forth in the Plan. In
addition, the Board of Directors shall make appropriate adjustment in the number
and kind of shares as to which outstanding options, or portions thereof then
unexercised, shall be exercisable, so that the optionee's proportionate interest
before and after the occurrence of the event is maintained. Notwithstanding the
foregoing, the Board of Directors shall have no obligation to effect any
adjustment that would or might result in the issuance of fractional shares, and
any fractional shares resulting from any adjustment may be disregarded or
provided for in any manner determined by the Board of Directors. Any such
adjustments made by the Board of Directors shall be conclusive.

         10.2 MERGERS, REORGANIZATIONS, ETC. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, split-up,
split-off, spin-off, reorganization or liquidation to which the Company is a
party or any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the assets of
the Company (each, a "TRANSACTION"), the Board of Directors shall, in its sole
discretion and to the extent possible under the structure of the Transaction,
select one of the following alternatives for treating outstanding options under
the Plan:

                           10.2.1 Outstanding options shall remain in effect in
         accordance with their terms.

                           10.2.2 Outstanding options shall be converted into
         options to purchase stock in one or more of the corporations, including
         the Company, that are the surviving or acquiring corporations in the
         Transaction. The amount, type of securities subject thereto and
         exercise price of the converted options shall be determined by the
         Board of Directors of the Company, taking into account the relative
         values of the companies involved in the Transaction and the exchange
         rate, if any, used in determining shares of the surviving
         corporation(s) to be held by holders of shares of the Company following
         the Transaction. Unless otherwise determined by the Board of Directors,


                                       10
<PAGE>

         the converted options shall be vested only to the extent that the
         vesting requirements relating to options granted hereunder have been
         satisfied.

                           10.2.3 The Board of Directors shall provide a period
         of 30 days or less before the completion of the Transaction during
         which outstanding options may be exercised to the extent then
         exercisable, and upon the expiration of that period, all unexercised
         options shall immediately terminate. The Board of Directors may, in its
         sole discretion, accelerate the exercisability of options so that they
         are exercisable in full during that period.

         10.3 DISSOLUTION OF THE COMPANY. In the event of the dissolution of the
Company, options shall be treated in accordance with Section 10.2.3.

         10.4 RIGHTS ISSUED BY ANOTHER CORPORATION. The Board of Directors may
also grant options and stock bonuses and Performance-Based Awards and issue
restricted stock under the Plan with terms, conditions and provisions that vary
from those specified in the Plan, provided that any such awards are granted in
substitution for, or in connection with the assumption of, existing options,
stock bonuses, Performance-Based Awards and restricted stock granted, awarded or
issued by another corporation and assumed or otherwise agreed to be provided for
by the Company pursuant to or by reason of a Transaction.

11. AMENDMENT OF THE PLAN. The Board of Directors may at any time modify or
amend the Plan in any respect. Except as provided in Section 10, however, no
change in an award already granted shall be made without the written consent of
the holder of the award if the change would adversely affect the holder.

12. APPROVALS. The Company's obligations under the Plan are subject to the
approval of state and federal authorities or agencies with jurisdiction in the
matter. The Company will use its best efforts to take steps required by state or
federal law or applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange on which the Company's
shares may then be listed, in connection with the grants under the Plan. The
foregoing notwithstanding, the Company shall not be obligated to issue or
deliver Common Stock under the Plan if such issuance or delivery would violate
state or federal securities laws.

13. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award pursuant to
the Plan shall (i) confer upon any employee any right to be continued in the
employment of an Employer or interfere in any way with the Employer's right to
terminate the employee's employment at will at any time, for any reason, with or
without cause, or to decrease the employee's compensation or benefits, or (ii)
confer upon any person engaged by an Employer any right to be retained or
employed by the Employer or to the continuation, extension, renewal or
modification of any compensation, contract or arrangement with or by the
Employer.

14. RIGHTS AS A SHAREHOLDER. The recipient of any award under the Plan shall
have no rights as a shareholder with respect to any shares of Common Stock until
the date the recipient becomes the holder of record of those shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs before the date the
recipient becomes the holder of record.

                            [SIGNATURE PAGE FOLLOWS]


                                       11
<PAGE>

Adopted: October 30, 2002

                                             PENGE CORP.

                                             By:   /s/ Kirk Fischer
                                                   -----------------------------
                                             Name: Kirk Fischer
                                                   -----------------------------
                                             Title: CEO
                                                   -----------------------------


                                       12