**ON-SITE SOURCING, INC.2001 BROAD BASED OPTION PLAN**

**PURPOSE**

On-Site Sourcing, Inc., a Delawarecorporation (the “*Company*”),wishes to recruit, reward, and retain employees.  To further these objectives, the Company hereby sets forth theOn-Site Sourcing, Inc. 2001 Broad Based Option Plan (the “*Plan*”), effective as of July 11, 2001(the “*Effective Date*”), toprovide options (“*Options*”) to employees of the Company and its RelatedCompanies to purchase shares of the Company’s common stock (the “*Common Stock*”).

**PARTICIPANTS**

All Employees of the Company and of anyEligible Affiliates are eligible for Options under this Plan.  Eligible individuals become “*optionees*” when theAdministrator grants them an option under this Plan.  The term *optionee* alsoincludes, where appropriate, a person authorized to exercise an Option in placeof the original recipient.

*Employee*means any person employed as a common law employee of the Company or of aRelated Company.

**ADMINISTRATOR**

The *Administrator*is the Board of Directors of the Company (the "*Board*"), unless theBoard specifies a committee of the Board (which could be a committee of one).

The Administrator is responsible for thegeneral operation and administration of the Plan and for carrying out itsprovisions and has full discretion in interpreting and administering theprovisions of the Plan.  Subject to theexpress provisions of the Plan, the Administrator may exercise such powers andauthority of the Board as the Administrator may find necessary or appropriateto carry out its functions.  TheAdministrator may delegate its functions (other than those described in the **Granting of Options** section) to officers orother Employees of the Company.

The Administrator’s powers will include,but not be limited to, the power to amend, waive, or extend any provision orlimitation of any Option.  TheAdministrator may act through meetings of a majority of its members or byunanimous consent.

The Administrator may provide that anOption is exercisable for shares while the shares are subject to forfeitureunder conditions the Administrator specifies.

The Administrator may also make directgrants of Common Stock (with any or no restrictions) as a bonus or otherincentive or to grant such stock or other awards in lieu of Company obligationsto pay cash under other plans or compensatory arrangements, including theCompany’s bonus plans or any deferred compensation plans.

**GRANTINGOF OPTIONS**

Subject to the terms of the Plan, theAdministrator will, in its sole discretion, determine

thepersons who receive Options,

theterms of such Options,

theschedule for exercisability (including any requirements that the optionee orthe Company satisfy performance criteria),

thetime and conditions for expiration of the Options, and

theform of payment due upon exercise.

The Administrator’s determinations underthe Plan need not be uniform and need not consider whether possible recipientsare similarly situated.

Options will be nonqualified stockoptions (“*NQSOs*”) not intended to bewithin the meaning of Section 422 of the Internal Revenue Code of 1986 (the “*Code*”).

          *Substitutions*

The Administrator may grant Options insubstitution for options or other equity interests held by individuals whobecome Employees of the Company or of a Related Company as a result of theCompany’s or Related Company’s acquiring or merging with the individual’semployer or acquiring its assets.  Inaddition, the Administrator may provide for the Plan’s assumption of optionsgranted outside the Plan to persons who would have been eligible under theterms of the Plan to receive a grant (or who were eligible under the acquiredcompany’s plan), including (i) persons who provided services to any acquiredcompany or business, (ii) persons who provided services to the Company or anyRelated Company, and (iii) persons who received option grants from theCompany before the Effective Date of the Plan. If appropriate to conform the Options to the interests for which theyare substitutes, the Administrator may grant substitute Options under terms andconditions (including Exercise Price) that vary from those the Plan otherwiserequires.

**DATEOF GRANT**

The *Dateof Grant* will be the date as of which the Administratorgrants an Option to a person, as specified in the Plan or in theAdministrator’s minutes or other written evidence of action.

**EXERCISEPRICE**

The *ExercisePrice* is the value of the consideration that an optionee mustprovide in exchange for one share of Common Stock.  The Administrator will determine the Exercise Price under eachOption and may set the Exercise Price without regard to the Exercise Price ofany other Options granted at the same or any other time.  The Company may use the consideration itreceives from the optionee for general corporate purposes.  The Exercise Price per share for Options maynot be less than 85% of the Fair Market Value of a share on the Date of Grant.

The Administrator may satisfy any statelaw requirements regarding adequate consideration for stock grants by, amongother methods, (i) issuing Common Stock held as treasury stock or (ii) chargingthe recipients at least the par value for the shares received.  The Administrator may also designate that arecipient may satisfy the preceding clause (ii) either by direct paymentsor by the Administrator’s withholding from other payments due to the recipient.

          *FAIR** **MARKET VALUE*

*Fair Market Value*of a share of Common Stock for purposes of the Plan will be determined asfollows:

bythe closing sale price on the day preceding the Date of Grant;

ifthe Common Stock does not trade on a national securities exchange, the closingsale price as reported by the National Association of Securities Dealers, Inc.Automated Quotation System (“*Nasdaq*”)for such date;

ifno such closing sale price information is available, by the average of theclosing bid and asked prices that Nasdaq reports for such date;
ifthere are no such closing bid and asked prices, by the average of the closingbid and asked prices as reported by any other commercial service for such date;or

ifthe Company has no publicly-traded stock, the Administrator will determine theFair Market Value for purposes of the Plan using any measure of value itdetermines in good faith to be appropriate.

For any date that is not a trading day,the Fair Market Value of a share of Common Stock for such date will bedetermined by using the closing sale price or the average of the closing bidand asked prices, as appropriate, for the immediately preceding tradingday.  The Administrator can substitute aparticular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because ofchanges in exchange or market procedures.

The Administrator has sole discretion todetermine the Fair Market Value for purposes of this Plan, and all Options areconditioned on the optionees’ agreement that the Administrator’s determinationis conclusive and binding even though others might make a different and alsoreasonable determination.

**EXERCISABILITY**

The Administrator will determine thetimes and conditions for exercise of each Option.

Options will become exercisable at suchtimes and in such manner as the Administrator determines and the OptionAgreement indicates; *provided, however*, that the Administratormay, on such terms and conditions as it determines appropriate, accelerate thetime at which the optionee may exercise any portion of an Option.

If the Administrator does not specifyotherwise, Options will expire as of the tenth anniversary of the Date of Grant(unless they expire earlier under the Plan or the Option Agreement).  The Administrator has the sole discretion todetermine that a change in service–providing relationship eliminates anyfurther service credit on the exercise schedule.

No portion of an Option that isunexercisable at an optionee’s termination of service-providing relationship(for any reason) will thereafter become exercisable (and the optionee willimmediately forfeit any unexercisable portions at his termination ofservice-providing relationship), unless the Option Agreement provides otherwise,either initially or by amendment.

          *SUBSTANTIAL CORPORATE CHANGE*

Upon a Substantial Corporate Change, thePlan and any unexercised Options will **terminate** (after the occurrence of one ofthe alternatives set forth below under TerminationAlternatives) unless either (i) an option agreement with an optioneeprovides otherwise or (ii) provision is made in writing in connection with suchtransaction for

theassumption or continuation of outstanding Options, or

thesubstitution for such options or grants of any options or grants covering thestock or securities of a successor employer entity, or a parent or subsidiaryof such successor, with appropriate adjustments as to the number and kind ofshares of stock and prices (and with fractional shares rounded down to thenearest whole share unless the Administrator determines otherwise), in whichevent the Options will continue in the manner and under the terms so provided,

with such increases in exercisability, ifany, as the Administrator determines appropriate in its sole discretion.

                           *Termination Alternatives*

If an Optionwould otherwise terminate under the preceding sentence, the Administrator willeither

providethat optionees will have the right, at such time before the completion of thetransaction causing such termination as the Board or the Administratorreasonably designates, to exercise any unexercised portions of the Options,including, if the Administrator so determines in its sole discretion, portionsof the Options not already exercisable or

causethe Company, or agree to allow the successor, to cancel each Option afterpayment to the optionee of an amount in cash, cash equivalents, or successorequity interests substantially equal to the Fair Market Value under thetransaction minus the Exercise Price for the shares covered by the Option (and,where the Board or the Administrator determines it is appropriate, any requiredtax withholdings).

A “*SubstantialCorporate Change”*means any of the following events:

(i)sale of all or substantially all of the assets of the Company to one or moreindividuals, entities, or groups (other than an Excluded Owner) actingtogether,

(ii)complete or substantially complete dissolution or liquidation of the Company,

(iii)a person, entity, or group (other than an Excluded Owner) acquires or attainsownership of more than 50% of the undiluted total voting power of the Company’sthen-outstanding securities eligible to vote to elect members of the Board (“*Company Voting Securities*”),or

(iv)completion of a merger, consolidation, or reorganization of the Company with orinto any other entity (other than an Excluded Owner) *unless* the holders of theCompany Voting Securities outstanding immediately before such completion,together with any trustee or other fiduciary holding securities under a Companybenefit plan, retain control because they hold securities that representimmediately after such merger or consolidation at least 50% of the combinedvoting power of the then outstanding voting securities of either the Company orthe other surviving entity or its ultimate parent;

An “*ExcludedOwner*” consists of the Company, any Related Company, anyCompany benefit plan or any underwriter temporarily holding securities for anoffering of such securities.

Even if other tests are met, a *SUBSTANTIAL CORPORATE CHANGE*has not occurred under any circumstance in which the Company files forbankruptcy protection or is reorganized following a bankruptcy filing.  The Administrator may determine that aparticular optionee’s Options will not become fully exercisable as a result ofwhat the Administrator, in its sole discretion, determines is the optionee’sinsufficient cooperation with the Company with respect to a *SUBSTANTIAL CORPORATE CHANGE*.  The Administrator may allow conditionalexercises in advance of the completion of a *SUBSTANTIAL CORPORATE CHANGE* that arethen rescinded if no *SUBSTANTIALCORPORATE CHANGE* occurs.  TheAdministrator may also provide that the accelerations under the *SUBSTANTIAL CORPORATE CHANGE*occur automatically up to six months after the *SUBSTANTIAL CORPORATE**CHANGE*.

Any Option granted to an optionee inreplacement of other awards not under this Plan will not become fullyexercisable upon a *SUBSTANTIALCORPORATE CHANGE*  unless(i) the plan under which the awards were originally granted specificallyprovided for such acceleration, (ii) the Administrator provided for suchacceleration in replacing the options, or (iii) the Administrator so provides.

The Board or other Administrator may takeany actions described in the *SUBSTANTIAL CORPORATE CHANGE* section, without anyrequirement to seek optionee consent.

**METHODOF EXERCISE**

To exercise any exercisable portion of anOption, the optionee must:

Delivernotice of exercise to the Secretary of the Company (or to whomever the Administratordesignates), in a form complying with any rules the Administrator may issue,signed or otherwise authenticated by the optionee, and specifying the number ofshares of Common Stock underlying the portion of the Option the optionee isexercising;

Paythe full Exercise Price by cash or a cashier’s or certified check for theshares of Common Stock with respect to which the Option is being exercised,unless the Administrator consents to another form of payment (which couldinclude (i) monies received from the Company at the time of exercise as acompensatory cash payment, or (ii) the use of Common Stock); and

Deliverto the Administrator such representations and documents as the Administrator,in its sole discretion, may consider necessary or advisable.

Payment in full of the Exercise Priceneed not accompany the written notice of exercise if the exercise complies witha previously-approved cashless exercise method, including, for example, thatthe notice directs that the stock certificates (or other indicia of ownership)for the shares issued upon the exercise be delivered to a licensed brokeracceptable to the Company as the agent for the individual exercising the optionand at the time the stock certificates (or other indicia) are delivered to thebroker, the broker will tender to the Company cash or cash equivalentsacceptable to the Company and equal to the Exercise Price and any requiredwithholding taxes.

If the Administrator agrees to allow anoptionee to pay through tendering shares of Common Stock to the Company, theindividual can only tender stock he has held for at least six months at thetime of surrender.  Shares of stockoffered as payment will be valued, for purposes of determining the extent towhich the optionee has paid the Exercise Price, at their Fair Market Value onthe date of exercise.  The Administratormay also, in its discretion, accept attestation of ownership of Common Stockand issue a net number of shares upon Option exercise, or by having a brokertender to the Company cash equal to the exercise price and any withholdingtaxes.

**OPTION****EXPIRATION**

No one may exercise an Option more thanten years after its Date of Grant.  AnOptionee will immediately forfeit and can never exercise any portion of anOption that is unexercisable at his termination of service-providingrelationship (for any reason), unless the Option Agreement provides otherwise,either initially or by amendment. Unless the Option Agreement provides otherwise, either initially or byamendment, no one may exercise otherwise exercisable portions of an Optionafter the first to occur of:

*            **EMPLOYMENT TERMINATION*

The90th day after the date of termination of the service-providing relationship(other than for death or Disability), where termination of service-providing relationshipmeans the time when the employer-employee or other individual service-providingrelationship between the individual and the Company (and all Related Companies)ends for any reason.  The Administratormay provide that Options terminate immediately upon termination of employmentfor “cause” under an Employee’s employment or consultant’s services agreementor under another definition specified in the Option Agreement.  Unless the Option Agreement or the Administratorprovides otherwise, termination of service-providing relationship includesinstances in which the Company immediately rehires a common law employee as anindependent contractor.  TheAdministrator, in its sole discretion, will determine all questions of whetherparticular terminations or leaves of absence are terminations of employment andmay decide to suspend the exercise schedule during a leave rather than toterminate the option.*             *GROSS MISCONDUCT*

For the Company’s termination of the optionee’sservice-providing relationship as a result of the optionee’s Gross Misconduct,the time of such termination.  Forpurposes of this Plan, “*Gross Misconduct*” means the optionee has

committedfraud, misappropriation, embezzlement, or willful misconduct that has resultedor is likely to result in material harm to the Company or a Related Company;

committedor been indicted for or convicted of, or pled guilty or no contest to, anymisdemeanor (other than for minor infractions or traffic violations) involvingfraud, breach of trust, misappropriation, or other similar activity orotherwise relating to the Company or any Related Company, or any felony; or

committedan act of gross negligence or otherwise acted with willful disregard for theCompany’s or a Related Company’s best interests in a manner that has resultedor is likely to result in material harm to the Company or a Related Company.

Ifthe optionee has a written employment or other agreement in effect at the timeof his termination that specifies “cause” for termination, “Gross Misconduct”for purposes of his termination will refer to “cause” under the employment orother agreement, rather than to the foregoing definition.*          *DISABILITY*

Theone year anniversary of the optionee’s termination of employment fordisability, where “*disability*”means the inability to engage in any substantial gainful activity because ofany medically determinable physical or mental impairment that can be expectedto result in death or that has lasted or can be expected to last for acontinuous period of not less than 12 months, or, if the Company then maintainslong-term disability insurance, the date as of which the individual is eligiblefor benefits under that insurance; or

          *DEATH*

Thefirst anniversary of the optionee’s date of death.

If exercise is permitted after terminationof service-providing relationship, the Option will nevertheless expire as ofthe date that the former service provider violates any covenant not to competeor other post-employment covenant in effect between the Company or a RelatedCompany and the former employee or other service provider.

Nothing in this Plan extends the term ofan Option beyond the tenth anniversary of its Date of Grant, nor does anythingin this **Option Expiration** sectionmake an Option exercisable that has not otherwise become exercisable, unlessthe Administrator specifies otherwise.

**OPTIONAGREEMENT**

Option Agreements (which could becertificates) will set forth the terms of each Option and will include suchterms and conditions, consistent with the Plan, as the Administrator maydetermine are necessary or advisable. To the extent the agreement is inconsistent with the Plan, the Plan willgovern.  The Option Agreements maycontain special rules.

**PUTAND CALL RIGHTS; OTHER RESTRICTIONS**

The Administrator may provide in OptionAgreements or other agreements that the Company has the right (or obligation)to purchase outstanding Options, or the shares received from exercising anOption, under certain circumstances, including termination of service-providingrelationship for any reason or death and may provide for rights of firstrefusal.  The Administrator maydistinguish between unexercisable and exercisable Options.  The Administrator may provide in OptionAgreements that individuals who receive shares from exercising an Option may nottransfer such shares without complying with the agreement’s conditions.

**STOCKSUBJECT TO PLAN**

Except as adjusted below under **Adjustments upon Changes in Capital Stock**,the aggregate number of shares of Common Stock that may be issued under Optionsmay not exceed 250,000 shares.

The Common Stock will come from eitherauthorized but unissued shares or from previously issued shares that theCompany reacquires, including shares it purchases on the open market or holdsas treasury shares.  If any Option expires,is canceled, or terminates for any other reason, the shares of Common Stockavailable under that Option will again be available for the granting of newOptions (but will be counted against that calendar year’s limit, if any, for agiven individual).  Shares used aspayment for the Exercise Price or any required withholdings will be added backto the totals available for issuance.

No adjustment will be made for a dividendor other right (except a stock dividend)for which the record date precedes the date of exercise.

The optionee will have no rights of astockholder with respect to the shares of stock subject to an Option except tothe extent that the Company has issued certificates for, or otherwise confirmedownership of, such shares upon the exercise of the Option.

The Company will not issue fractionalshares pursuant to the exercise of an Option, unless the Administratordetermines otherwise, but the Administrator may, in its discretion, direct theCompany to make a cash payment in lieu of fractional shares.

**PERSONWHO MAY EXERCISE**

During the optionee’s lifetime and exceptas provided under **Transfers, Assignments, andPledges**, only the optionee or his duly appointed guardian orpersonal representative may exercise the Options.  After his death, his personal representative or any other personauthorized under a will or under the laws of descent and distribution mayexercise any then exercisable portion of an Option.  If someone other than the original recipient seeks to exerciseany portion of an Option, the Administrator may request such proof as it mayconsider necessary or appropriate of the person’s right to exercise the Option.

**ADJUSTMENTSUPON CHANGES IN CAPITAL STOCK**

Subject to any required action by theCompany (which it agrees to promptly take) or its stockholders, and subject tothe provisions of applicable corporate law, if, after the Date of Grant of anOption,

theoutstanding shares of Common Stock increase or decrease or change into or areexchanged for a different number or kind of security because of anyrecapitalization, reclassification, stock split, reverse stock split,combination of shares, exchange of shares, stock dividend, or otherdistribution payable in capital stock, or

someother increase or decrease in such Common Stock occurs without the Company’sreceiving consideration (excluding, unless the Administrator determinesotherwise, stock repurchases),

the Administrator must make aproportionate and appropriate adjustment in the number of shares of CommonStock underlying each Option, so that the proportionate interest of theoptionee immediately following such event will, to the extent practicable, bethe same as immediately before such event. (This adjustment does not apply to Common Stock that the optionee hasalready purchased, which is subject to the adjustments applicable to CommonStock.)  Unless the Administratordetermines another method would be appropriate, any such adjustment to anOption will not change the total price with respect to shares of Common Stockunderlying the unexercised portion of the Option but will include acorresponding proportionate adjustment in the Option’s Exercise Price.  The Board or other Administrator may takeany actions described in this section without any requirement to seek optioneeconsent.

The Administrator will make acommensurate change to the maximum number and kind of shares provided in the **Stock Subject to Plan** section.

Any issue by the Company of any class ofpreferred stock, or securities convertible into shares of common or preferredstock of any class, will not affect, and no adjustment by reason thereof willbe made with respect to, the number of shares of Common Stock subject to anyOption or the Exercise Price except as this **Adjustments**section specifically provides.  The grantof an Option under the Plan will not affect in any way the right or power ofthe Company to make adjustments, reclassifications, reorganizations or changesof its capital or business structure, or to merge or to consolidate, or todissolve, liquidate, sell, or transfer all or any part of its business orassets.

**RELATEDCOMPANY EMPLOYEES**

Employees of Eligible Affiliates will beentitled to participatein the Plan, except as otherwise designated bythe Board or the Administrator.

“*Eligible Affiliate*” means each of theRelated Companies, except as the Administrator otherwise specifies.  “*Related Company*” means, in general, anycorporation in an unbroken chain of corporations including the Company if, atthe time an Option is granted to a participant under the Plan, each corporation(other than the last corporation in the unbroken chain) owns stock possessing50% or more of the total combined voting power of all classes of stock inanother corporation in such chain.  RelatedCompany also includes a single-member limited liability company included withinthe chain described in the preceding sentence. The Board or the Administrator may use a different definition of RelatedCompany and may include other forms of entity at the same level of equityrelationship (or such other level as the Board or the Administrator specifies).

**LEGALCOMPLIANCE**

The Company will not issue any shares ofCommon Stock under an Option until all applicable requirements imposed byFederal and state securities and other laws, rules, and regulations, and by anyapplicable regulatory agencies or stock exchanges, have been fully met.  To that end, the Company may require theoptionee to take any reasonable action to comply with such requirements beforeissuing such shares, including compliance with any Company black-out periods ortrading restrictions.  No provision inthe Plan or action taken under it authorizes any action that Federal or statelaws otherwise prohibit.

The Plan is intended to conform to theextent necessary with all provisions of the Securities Act of 1933 (“*SecuritiesAct*”) and the Securities Exchange Act of 1934 and all regulationsand rules the Securities and Exchange Commission issues under those laws.  Notwithstanding anything in the Plan to thecontrary, the Administrator must administer the Plan, and Options may begranted and exercised, only in a way that conforms to such laws, rules, andregulations.  To the extent permitted byapplicable law, the Plan and any Options will be treated as amended to theextent necessary to conform to such laws, rules, and regulations.

**PURCHASEFOR INVESTMENT AND OTHER RESTRICTIONS**

Unless a registration statement under theSecurities Act covers the shares of Common Stock an optionee receives uponexercising his Option, the Administrator may require, at the time of suchexercise, that the optionee agree in writing to acquire such shares forinvestment and not for public resale or distribution, unless and until theshares subject to the Option are registered under the Securities Act.  Unless the shares are registered under theSecurities Act, the optionee must acknowledge:

thatthe shares purchased on exercise of the Option are not so registered, and

thatthe optionee may not sell or otherwise transfer the shares unless

suchsale or transfer complies with all applicable laws, rules, and regulations,including all applicable Federal and state securities laws, rules, andregulations, and either

theshares have been registered under the Securities Act in connection with thesale or transfer thereof, or

counselsatisfactory to the Company has issued an opinion satisfactory to the Companythat the sale or other transfer of such shares is exempt from registrationunder the Securities Act.

Additionally, the Common Stock, whenissued upon the exercise of an Option, will be subject to any other transferrestrictions, rights of first refusal, rights of repurchase, and votingagreements set forth in or incorporated by reference into other applicabledocuments, including the Option Agreements, or the Company’s articles orcertificate of incorporation, by-laws, or generally applicable stockholders’agreements.

The Administrator may, in its solediscretion, take whatever additional actions it deems appropriate to complywith such restrictions and applicable laws, including placing legends oncertificates and issuing stop- transfer orders to transfer agents andregistrars.

**TAX WITHHOLDING**

The optioneemust satisfy all applicable Federal, state, and local income and employment taxwithholding requirements before the Company will deliver stock certificates orotherwise recognize ownership upon the exercise of an Option.  The Company may decide to satisfy thewithholding obligations through additional withholding on salary or wages.  If the Company does not or cannot withholdfrom other compensation, the optionee must pay the Company, with a cashier’scheck or certified check, the full amounts, if any, required forwithholding.   Payment of withholdingobligations is due before the Company will issue any shares on exercise or, ifthe Administrator so requires, at the same time as is payment of the ExercisePrice.  If the Administrator sodetermines, the optionee may instead satisfy the minimum level of withholdingobligations by directing the Company to retain shares from the Option exercise,by tendering previously owned shares, or by attesting to his ownership ofshares (with the distribution of net shares), or by having a broker tender tothe Company cash equal to the withholding taxes.  Without any requirement to seek an optionee's consent, theCompany may require the optionee to use one or more specified brokerage firmsto exercise and to hold shares received from Options until the later of oneyear after exercise or two years after the Date of Grant.

**TRANSFERS**,**ASSIGNMENTS**,**ANDPLEDGES**

Unless the Administrator otherwiseapproves in advance in writing for estate planning or other purposes, an Optionmay not be assigned, pledged, or otherwise transferred in any way, whether byoperation of law or otherwise or through any legal or equitable proceedings(including bankruptcy), by the optionee to any person, except by will or byoperation of applicable laws of descent and distribution.  If necessary to comply with Rule 16b-3, theoptionee may not transfer or pledge shares of Common Stock acquired uponexercise of an Option until at least six months have elapsed from (butexcluding) the Date of Grant, unless the Administrator approves otherwise inadvance in writing.  The Administratormay, in its discretion, expressly provide that an optionee may transfer hisOption, without receiving consideration, to (i) members of his immediate family(children, grandchildren, or spouse), (ii) trusts for the benefit of suchfamily members, or (iii) partnerships whose only partners are such familymembers.

**AMENDMENTOR TERMINATION OF PLAN AND OPTIONS**

The Board may amend, suspend, orterminate the Plan at any time, without the consent of the optionees or theirbeneficiaries; *provided, however*, that such actions are consistent withthis section.  Except as required by lawor by the SUBSTANTIAL CORPORATE CHANGEsection, the Administrator may not, without the optionee’s or beneficiary’sconsent, modify the terms and conditions of an Option so as to materiallyadversely affect the optionee.  No amendment,suspension, or termination of the Plan will, without the optionee’s orbeneficiary’s consent, terminate or materially adversely affect any right orobligations under any outstanding Options, except as provided in the SUBSTANTIAL CORPORATE CHANGE Section.

**PRIVILEGESOF****STOCKOWNERSHIP**

No optionee and no beneficiary or otherperson claiming under or through such optionee will have any right, title, orinterest in or to any shares of Common Stock allocated or reserved under thePlan or subject to any Option except as to such shares of Common Stock, if any,already issued to such optionee.

**EFFECTON OTHER PLANS**

Whether exercising an Option causes theoptionee to accrue or receive additional benefits under any pension or otherplan is governed solely by the terms of such other plan.

**LIMITATIONSON****LIABILITY**

Notwithstanding any other provisions ofthe Plan, no individual acting as a director, officer, other employee, or agentof the Company will be liable to any optionee, former optionee, spouse, beneficiary,or any other person for any claim, loss, liability, or expense incurred inconnection with the Plan, nor will such individual be personally liable becauseof any contract or other instrument he executes in such other capacity.  The Company will indemnify and hold harmlesseach director, officer, other employee, or agent of the Company to whom anyduty or power relating to the administration or interpretation of the Plan hasbeen or will be delegated, against any cost or expense (including attorneys’ fees)or liability (including any sum paid in settlement of a claim with the Board’sapproval) arising out of any act or omission to act concerning this Plan unlessarising out of such person’s own fraud or bad faith.

**NOEMPLOYMENT CONTRACT**

Nothing contained in this Planconstitutes an employment contract between the Company and the optionees.  The Plan does not give any optionee anyright to be retained in the Company’s employ, nor does it enlarge or diminishthe Company’s right to end the optionee’s employment or other relationship withthe Company.

**APPLICABLELAW**

The laws of the State of Delaware (otherthan its choice of law provisions) govern this Plan and its interpretation.

**DURATIONOF****PLAN**

Unless the Board extends the Plan’s term,the Administrator may not grant Options after July 11, 2011.  The Plan will then terminate but willcontinue to govern unexercised and unexpired Options.**