COALOGIX
      INC.

     

    2008
      STOCK OPTION PLAN

     

    (As
      Amended and Restated Effective July 29, 2008)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    COALOGIX
      INC.

     

    2008
      STOCK OPTION PLAN

    


    (As
      Amended and Restated Effective July 29, 2008)


    1. Definitions

     

    In
      addition to other terms defined herein, the following terms shall have the
      meanings given below:

     

    (a) Administrator
      means
      the Board, and, upon its delegation of all or part of its authority to
      administer the Plan to the Committee, the Committee.

     

    (b) Affiliate
      means
      any Subsidiary of the Corporation or any other business entity which is
      controlled by the Corporation; provided, however, that the term "Affiliate"
      shall not include any Parent of the Corporation and shall be construed in a
      manner in accordance with the registration provisions of applicable federal
      securities laws and as permitted by Code Section 409A (if and to the extent
      applicable).

     

    (c) Applicable
      Law
      or
Applicable
      Laws
      means
      any applicable laws, rules or regulations (or similar guidance), including
      but
      not limited to the Securities Act, the Exchange Act and the Code.

     

    (d) Board
      or
Board
      of Directors
      means
      the Board of Directors of the Corporation.

     

    (e) Cause
      shall
      mean one or more of following acts by a Participant: (i) such Participant's
      breach of (A) any material provision of such Participant's employment agreement,
      or (B) any stockholders, confidentiality or noncompetition agreement with the
      Corporation or any Subsidiary; (ii) any intentional act or intentional omission
      by such Participant that causes, or is likely to cause, material harm to the
      Corporation or any Subsidiary or its business reputation; (iii) such
      Participant's dishonesty, fraud, gross negligence or willful misconduct related
      to Participant's performance of his or her duties to the Corporation or any
      Subsidiary; (iv) such Participant's conviction of, or such Participant's entry
      of a plea of guilty or no contest to, a felony (other than for motor vehicle
      offenses the effect of which do not materially impair a Participant's
      performance of his or her duties), or such Participant's arrest or indictment
      for a felony or crime of moral turpitude (other than for motor vehicle offenses
      the effect of which do not materially impair a Participant's performance of
      his
      or her duties) related to Participant's performance of his or her duties; (v)
      such Participant's repeated use of drugs or alcohol that in the reasonable
      determination of the Board interferes with the performance by the Participant
      of
      his or her duties and that is not cured within forty-five (45) days by the
      Participant taking action reasonably requested by the Board in writing to
      address the issue; and (vi) such Participant's willful and continued failure
      (A)
      to follow the direction (consistent with such Participant's duties) of the
      President and Chief Executive Officer of the Corporation, the Board or any
      other
      Participant to whom such Participant reports, (B) to perform substantially
      his
      or her duties to the Corporation or any Subsidiary or (C) to follow the written
      policies, procedures and rules of the Corporation or any Subsidiary for which
      such Participant works, in each case if such failure is not cured within ten
      (10) days after a written demand is delivered to such Participant by the Board
      or the President of either the Corporation or the Subsidiary for which such
      Participant works that specifically identifies the manner in which the Board
      believes that such Participant has not met his or her obligations hereunder;
      provided,
      however,
      that
      for purposes of this clause (vi), no act or failure to act on the part of a
      Participant shall be considered "willful" unless it is done or omitted to be
      done by such Participant in bad faith or without reasonable belief that such
      Participant's action or omission was in the best interests of the Corporation.
      Any act or failure to act based upon authority given pursuant to a resolution
      duly adopted by the Board or based upon the advice of counsel for the
      Corporation shall be conclusively presumed to be done or omitted to be done
      by
      such Participant in good faith and in the best interest of the Corporation.
      The
      termination of employment of a Participant shall not be deemed to be for "Cause"
      unless the Participant is notified prior to such termination of employment
      that
      such termination is for Cause. The determination of "Cause" shall be made by
      the
      Administrator and its determination shall be final and conclusive. Without
      in
      any way limiting the effect of the foregoing, for purposes of the Plan and
      an
      Option, a Participant's employment or service shall be deemed to have terminated
      for Cause if, after the Participant's employment or service has terminated,
      facts and circumstances are discovered that would have justified, in the opinion
      of the Administrator, a termination for Cause. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) A
      Change
      of Control
      shall
      (except as may be otherwise provided in an individual Option Agreement or as
      may
      be otherwise required, if at all, pursuant to Code Section 409A) mean the
      occurrence of any of the following events with respect to the
      Corporation:

     

    (i) The
      acquisition of Voting Securities of the Corporation by any person (other than
      a
      stockholder of the Corporation on the Effective Date) immediately after which
      such person has beneficial ownership of more than 50% of the combined voting
      power (determined on an "as converted" common stock equivalent basis) of the
      Corporation's then outstanding Voting Securities;

     

    (ii) A
      merger,
      consolidation or reorganization involving the Corporation, unless:

     

    (A) the
      stockholders of the Corporation, immediately before such merger, consolidation
      or reorganization, own, directly or indirectly, immediately following such
      merger, consolidation or reorganization, at least a majority of the combined
      voting power (determined on an "as converted" common stock equivalent basis)
      of
      the outstanding Voting Securities of the corporation resulting from such merger
      or consolidation or reorganization (the "Surviving
      Corporation"); and

     

    (B) the
      individuals who were members of the Board immediately prior to the execution
      of
      the agreement providing for such merger, consolidation or reorganization
      constitute at least a majority of the members of the board of directors of
      the
      Surviving Corporation; or

     

    (iii) The
      sale
      or other disposition of all or substantially all of the assets of the
      Corporation (defined as a sale of assets of the Corporation representing more
      than 40% of the Fair Market Value of the total assets held by the Corporation)
      to any person (other than a transfer to a Subsidiary).

     

    (iv) Notwithstanding
      the foregoing, a Non-Control Acquisition shall not constitute a Change of
      Control.

     

    Except
      as
      provided in Section 1(f)(iii) above, in no event shall a Change of Control
      of a
      Subsidiary constitute a Change of Control of the Corporation.

     

    
      
         

      

      
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    (For
      the
      purposes herein, the term "person" shall mean any individual, corporation,
      partnership, group, association or other person, as such term is defined in
      Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the
      Corporation, a subsidiary of the Corporation or any employee benefit plan(s)
      sponsored or maintained by the Corporation or any subsidiary thereof, and the
      term "beneficial owner" shall have the meaning given the term in Rule 13d-3
      under the Exchange Act.)

     

    The
      Administrator shall have full and final authority, in its discretion, to
      determine whether a Change of Control of the Corporation has occurred, the
      date
      of the occurrence of such Change of Control and any incidental matters relating
      thereto.

     

    (g) Common
      Stock
      means
      the Common Stock of CoaLogix Inc., or any successor securities thereto. Shares
      of Common Stock may be issuable under the Plan.

     

    (h) Code
      means
      the Internal Revenue Code of 1986, as amended. Any reference herein to a
      specific Code section shall be deemed to include all related regulations or
      other guidance with respect to such Code section.

     

    (i) Committee
      means
      the Compensation Committee of the Board or other committee of the Board which
      may be appointed to administer the Plan in whole or in part.

     

    (j) Corporation
      means
      CoaLogix Inc., a Delaware corporation, together with any successor
      thereto.

     

    (k) Director
      means a
      member of the Board or of the board of directors of an Affiliate.

     

    (l) Disability
      shall,
      except as may be otherwise determined by the Administrator (taking into account
      any Code Section 409A considerations), as applied to any Participant, have
      the
      meaning given in any Option Agreement, employment agreement, consulting
      agreement or other similar material agreement, if any, to which the Participant
      is a party, or, if there is no such agreement (or if such agreement does not
      define disability), "Disability" shall mean the inability of the Participant
      to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in
      death, or which has lasted or can be expected to last for a continuous period
      of
      not less than 12 months. The Administrator shall have sole authority to
      determine if a Disability has occurred. 

     

    (m) Effective
      Date
      means
      the effective date of the Plan, as provided in Section 4.

     

    (n) Employee
      means
      any person who is an employee of the Corporation or any Affiliate (including
      entities which become Affiliates after the Effective Date of the Plan). For
      this
      purpose, an individual shall be considered to be an Employee only if there
      exists between the individual and the Corporation or an Affiliate the legal
      and
      bona fide relationship of employer and employee (taking into account any Code
      Section 409A considerations); provided, however, that, with respect to Incentive
      Options, "Employee" means any person who is considered an employee of the
      Corporation or Subsidiary for purposes of Treas. Reg. Section 1.421-1(h) (or
      any
      successor provision related thereto).

     

    (o) Exchange
      Act
      means
      the Securities Exchange Act of 1934, as amended.

     

    
      
         

      

      
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    (p) Fair Market Value
      of any
      asset other than cash or securities required to be valued under this Plan means
      the fair market value thereof at the time of such determination, as determined
      in good faith by the Administrator based on all relevant available facts, which
      may include among other things the opinions of independent valuation experts
      as
      to value. The Fair Market Value of the Common Stock or any other securities
      as
      of a date of determination means the following:

     

    (i) Stock
      Listed and Shares Traded.
      If the
      Common Stock or other securities are listed and traded on a national securities
      exchange (as such term is defined by the Exchange Act) (including but not
      limited to the NASDAQ Stock Market) on the date of determination, the Fair
      Market Value per share shall be the average of the closing prices of the
      securities on such national securities exchange for the ten (10) trading day
      period ending three (3) trading days prior to the date of determination. If
      the
      Common Stock or other securities are traded in the over-the-counter market,
      the
      Fair Market Value per share shall be the average of the closing bid and asked
      prices on the date of determination.

     

    (ii) Stock
      Listed But No Shares Traded.
      If the
      Common Stock or other securities are listed on a national securities exchange
      (including but not limited to the NASDAQ Stock Market), but no shares of the
      Common Stock or other securities are traded on the date of determination but
      there were shares traded on dates within a reasonable period before the date
      of
      determination, the Fair Market Value shall be the closing price of the Common
      Stock or other securities on the most recent date before the date of
      determination. If the Common Stock or other securities are regularly traded
      in
      the over-the-counter market but no shares of the Common Stock or other
      securities are traded on the date of determination (or if records of such trades
      are unavailable or burdensome to obtain) but there were shares traded on dates
      within a reasonable period before the date of determination, the Fair Market
      Value shall be the average of the closing bid and asked prices of the Common
      Stock or other securities on the most recent date before the date of
      determination.

     

    (iii) Stock
      Not Listed.
      If the
      common stock or other securities are not listed on a national securities
      exchange (including but not limited to the NASDAQ Stock Market) and are not
      regularly traded in the over-the-counter market, then the Administrator shall
      determine the Fair Market Value of the Common Stock or other securities based
      on
      all relevant available facts, which may include among other things the average
      of the closing bid and ask prices reflected in the over-the-counter market
      on a
      date within a reasonable period either before or after the date of
      determination, or opinions of independent valuation experts as to value and
      may
      take into account any recent sales and purchases of such Common Stock or other
      securities to the extent they are representative. 

     

    (iv) Notwithstanding
      the foregoing, (A) with respect to the grant of Incentive Options, the Fair
      Market Value shall be determined by the Administrator in accordance with the
      applicable provisions of Section 20.2031-2 of the Federal Estate Tax
      Regulations, or in any other manner consistent with the Code Section 422; and
      (B) Fair Market Value shall be determined in accordance with Code Section 409A
      if and to the extent required.

     

    (q) Incentive
      Option
      means an
      Option that is designated by the Administrator as an Incentive Option pursuant
      to Section 7 and intended to meet the requirements of incentive stock options
      under Code Section 422.

     

    
      
         

      

      
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    (r) Independent
      Contractor
      means an
      independent contractor, consultant or advisor providing services to the
      Corporation or an Affiliate.

     

    (s) Non-Control
      Acquisition
      means an
      acquisition of Voting Securities by an employee benefit plan (or a trust forming
      a part thereof) maintained by the Corporation or any Subsidiary.

     

    (t) Nonqualified
      Option
      means an
      Option granted under Section 7 that is not intended to qualify as an incentive
      stock option under Code Section 422.

     

    (u) Option
      means an
      Incentive Option or Nonqualified Option granted under Section 7 that entitles
      the holder to purchase from the Corporation a stated number of shares of Common
      Stock at the Option Price, and subject to such terms and conditions, as may
      be
      set forth in the Plan or Option Agreement or established by the
      Administrator.

     

    (v) Option
      Agreement
      means an
      Option agreement (including any amendment or supplement thereto) between the
      Corporation and a Participant specifying the terms, conditions and restrictions
      of an Option granted to the Participant. An Option Agreement may also state
      such
      other terms, conditions and restrictions, including but not limited to terms,
      conditions and restrictions applicable to shares of Common Stock or any other
      benefit underlying an Option, as may be established by the
      Administrator.

     

    (w) Option
      Period
      means
      the term of an Option, as provided in Section 7(d).

     

    (x) Option
      Price
      means
      the price at which an Option may be exercised, as provided in Section
      7(b).

     

    (y) Parent
      means a
      "parent corporation," whether now or hereafter existing, as defined in Code
      Section 424(e). 

     

    (z) Participant
      means an
      Employee employed by, or a Director or an Independent Contractor providing
      services to, the Corporation or an Affiliate who satisfies the requirements
      of
      Section 6 and is selected by the Administrator to receive an Option under the
      Plan.

     

    (aa) Plan
      means
      the CoaLogix Inc. 2008 Stock Option Plan, as amended and restated effective
      July
      29, 2008, and as it may be hereafter amended and/or restated.

     

    (bb) Retirement
      shall,
      as applied to any Participant, have the meaning given in any Option Agreement,
      employment agreement, consulting agreement or other similar material agreement,
      if any, to which the Participant is a party, or, if there is no such agreement
      (or if any such agreement does not define retirement), "Retirement" shall mean
      retirement in accordance with the retirement policies and procedures established
      by the Corporation, as determined by the Administrator in its sole discretion
      (taking into account any Code Section 409A considerations). 

     

    (cc) SCR
      Tech
      means
      SCR Tech, LLC, a North Carolina limited liability company and a Subsidiary
      of
      the Corporation.

     

    (dd) Securities
      Act
      means
      the Securities Act of 1933, as amended.

     

    
      
         

      

      
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    (ee) Stockholders'
      Agreement
      means
      that certain Coalogix
      Inc. Stockholders' Agreement by and between the Corporation and certain
      stockholders or option holders, as it may be hereafter amended and/or restated.
      

     

    (ff) Subsidiary
      means a
      "subsidiary corporation," whether now or hereafter existing, as defined in
      Code
      Section 424(f).

     

    (gg) Termination
      Date
      means
      the date of termination of a Participant's employment or service for any reason,
      as determined by the Administrator or its designee in its or his discretion.
      

     

    (hh) Voting
      Securities
      means
      securities of a corporation that have the power to vote generally for the
      election of directors.

     

    2. Purpose

     

    The
      purpose of the Plan is to encourage and enable selected Employees, Directors
      and
      Independent Contractors of Corporation and its Affiliates to acquire or to
      increase their holdings of Common Stock in order to promote a closer
      identification of their interests with those of the Corporation and its
      stockholders, thereby further stimulating their efforts to enhance the
      efficiency, soundness, profitability, growth and stockholder value of the
      Corporation. This purpose will be carried out through the grant to selected
      Participants of Options, which may be in the form of Incentive Options and/or
      Nonqualified Options, and/or any other awards which may be permitted under
      the
      Plan.  

     

    3. Administration
      of the Plan 

     

    (a) The
      Plan
      shall be administered by the Board of Directors of the Corporation or, upon
      its
      delegation, by the Committee. For the purposes of the Plan, the term
      "Administrator" shall refer to the Board and, upon its delegation to the
      Committee of all or part of its authority to administer the Plan, to the
      Committee.

     

    (b) Subject
      to the provisions of the Plan, the Administrator shall have full and final
      authority in its discretion to take any action with respect to the Plan
      including, without limitation, the authority (i) to determine all matters
      relating to Options, including selection of individuals to be granted Options,
      the types of Options, the number of shares of Common Stock subject to an Option,
      and all terms, conditions, restrictions and limitations of an Option; (ii)
      to
      prescribe the form or forms of the Option Agreements evidencing any Options
      granted under the Plan; (iii) to establish, amend and rescind rules and
      regulations for the administration of the Plan; and (iv) to construe and
      interpret the Plan, Options and Option Agreements made under the Plan, to
      interpret rules and regulations for administering the Plan and to make all
      other
      determinations deemed necessary or advisable for administering the Plan. In
      addition, (i) the Administrator shall also have authority, in its sole
      discretion, to accelerate the date that any Option which was not otherwise
      exercisable or vested shall become exercisable or vested in whole or in part
      without any obligation to accelerate such date with respect to any other Option
      granted to any recipient; and (ii) the Administrator also may in its sole
      discretion modify or extend the terms and conditions for exercise or vesting
      of
      an Option (in each case, taking into account any Code Section 409A
      considerations). The Administrator may determine that a Participant's rights,
      payments and/or benefits with respect to an Option (including but not limited
      to
      any shares issued or issuable and/or cash paid or payable with respect to an
      Option) shall be subject to reduction, cancellation, forfeiture or recoupment
      upon the occurrence of certain specified events, in addition to any otherwise
      applicable vesting or performance conditions of an Option. Such events may
      include, but shall not be limited to, termination of employment for cause,
      violation of policies of the Corporation or an Affiliate, breach of
      non-solicitation, non-competition, confidentiality or other restrictive
      covenants that may apply to the Participant, or other conduct by the Participant
      that is determined by the Administrator to be detrimental to the business or
      reputation of the Corporation or any Affiliate. In addition, the Administrator
      shall have the authority and discretion to establish terms and conditions of
      Options (including but not limited to the establishment of subplans) as the
      Administrator determines to be necessary or appropriate to conform to the
      applicable requirements or practices of jurisdictions outside of the United
      States. In
      addition to action by meeting in accordance with Applicable Law, any action
      of
      the Administrator with respect to the Plan may be taken by a written instrument
      signed by all of the members of the Board or Committee, as appropriate, in
      accordance with Applicable Law, and any such action so taken by written consent
      shall be as fully effective as if it had been taken by a majority of the members
      at a meeting duly held and called. All determinations of the Administrator
      with
      respect to the Plan and any Option or Agreement will be final and binding on
      the
      Corporation and all persons having or claiming an interest in any Option granted
      under the Plan. No member of the Board or Committee, as applicable, shall be
      liable while acting as Administrator for any action or determination made in
      good faith with respect to the Plan, an Option or an Option Agreement. The
      members of the Board or Committee, as applicable, shall be entitled to
      indemnification and reimbursement in the manner provided in the Corporation's
      certificate of incorporation and/or bylaws and/or pursuant to Applicable
      Law.

     

    
      
         

      

      
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    (c) Notwithstanding
      the other provisions of Section 3, the Administrator may delegate to one or
      more
      officers of the Corporation the authority to grant Options to eligible
      Participants, and to make any or all of the determinations reserved for the
      Administrator in the Plan and summarized in Section 3(b) herein with respect
      to
      such Options (subject to any restrictions imposed by Applicable Laws and such
      terms and conditions as may be established by the Administrator). To the extent
      that the Administrator has delegated authority to grant Options pursuant to
      this
      Section 3(c) to one or more officers of the Corporation, references to the
      Administrator shall include references to such officer or officers, subject,
      however, to the requirements of the Plan and other Applicable Laws.


     

    4. Effective
      Date

     

    The
      Effective Date of the Plan is April 9, 2008. The Plan was amended and restated
      effective July 29, 2008. Options may be granted under the Plan on and after
      the
      Effective Date, but not after April 8, 2018. Options that are outstanding at
      the
      end of the Plan term (or such earlier termination date as may be established
      by
      the Board pursuant to Section 10(a)) shall continue in accordance with
      their terms, unless otherwise determined by the Administrator. 

     

    5. Shares
      of Stock Subject to the Plan; Option Limitations 

     

    (a) Shares
      of Stock Subject to the Plan:
      Subject
      to adjustment as provided in Section 5(c) herein, the number of shares of Common
      Stock initially authorized for issuance under the Plan (including for the grant
      of Incentive Options) was 14,706 shares. As a result of a July 11, 2008 increase
      by 2,000 shares in the number of shares authorized for issuance and a subsequent
      25-to-1 stock split, and subject to adjustments as provided in Section 5(c),
      the
      maximum number of shares of Common Stock that may be issued pursuant to the
      Plan, as amended and restated effective July 29, 2008, shall not exceed 417,650
      shares. Of the total number of shares issuable under the Plan, the maximum
      number of shares of Common Stock available for the grant of Incentive Options
      under the Plan, as amended and restated effective July 29, 2008, shall be
      417,650 shares (subject to adjustment as provided in Section 5(c) herein).
      Shares delivered under the Plan shall be authorized but unissued shares,
      treasury shares or shares acquired on the open market or in private
      transactions. The Corporation hereby reserves sufficient authorized shares
      of
      Common Stock to meet the grant of Options hereunder.

     

    
      
         

      

      
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    (b) Shares
      Not Subject to Limitations:
      The
      following will not be applied to the share limitations of Section 5(a) above:
      (i) dividends, including dividends paid in shares, or dividend equivalents
      paid
      in cash in connection with outstanding Options; (ii) Options which are settled
      in cash rather than the issuance of shares; (iii) any shares subject to an
      Option if the Option is forfeited, cancelled, terminated, expires or lapses
      for
      any reason without the issuance of shares underlying the Option or any shares
      subject to an Option which shares are forfeited to, or repurchased or reacquired
      by, the Corporation; and (iv) any shares surrendered by a Participant or
      withheld by the Corporation to pay the Option Price of an Option or shares
      used
      to satisfy any tax withholding requirement in connection with the exercise
      of an
      Option if, in accordance with the terms of the Plan, a Participant pays such
      Option Price or satisfies such tax withholding by either tendering previously
      owned shares or having the Corporation withhold shares.

     

    (c) Adjustments:
      If
      there is any change in the outstanding shares of Common Stock because of a
      merger, consolidation or reorganization involving the Corporation, or if the
      Board of Directors of the Corporation declares a stock dividend, stock split
      distributable in shares of Common Stock or reverse stock split, combination
      or
      reclassification of the Common Stock, or if there is a similar change in the
      capital stock structure of the Corporation affecting the Common Stock (excluding
      conversion of convertible securities by the Corporation and/or the exercise
      of
      warrants by their holders), then the number of shares of Common Stock reserved
      for issuance under the Plan shall be correspondingly adjusted, and the
      Administrator shall make such adjustments to Options or to any provisions of
      this Plan as the Administrator deems equitable to prevent dilution or
      enlargement of Options or as may otherwise be advisable. 

     

    6. Eligibility
      

     

    An
      Option
      may be granted only to an individual who satisfies all of the following
      eligibility requirements on the date the Option is granted:

     

    (a) The
      individual is either (i) an Employee, (ii) a Director or (iii) an Independent
      Contractor. 

     

    (b) With
      respect to the grant of Incentive Options, the individual is otherwise eligible
      to participate under Section 6, is an Employee of the Corporation or Subsidiary
      and does not own, immediately before the time that the Incentive Option is
      granted, stock possessing more than 10% of the total combined voting power
      of
      all classes of stock of the Corporation or a Parent or Subsidiary.
      Notwithstanding the foregoing, an Employee who owns more than 10% of the total
      combined voting power of the Corporation or a Parent or Subsidiary may be
      granted an Incentive Option if the Option Price is at least 110% of the Fair
      Market Value of the Common Stock, and the Option Period does not exceed five
      years. For this purpose, an individual will be deemed to own stock which is
      attributable to him under Code Section 424(d).

     

    
      
         

      

      
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    (c) With
      respect to the grant of substitute Options or assumption of Options in
      connection with a merger, consolidation, acquisition, reorganization or similar
      business combination involving the Corporation or an Affiliate, the recipient
      is
      otherwise eligible to receive the Option and the terms of the Option are
      consistent with the Plan and Applicable Laws (including, to the extent deemed
      applicable, the federal securities laws registration provisions, Code Section
      424(a) and Code Section 409A).

     

    (d) The
      individual, being otherwise eligible under this Section 6, is selected by the
      Administrator as an individual to whom an Option shall be granted (as defined
      above, a "Participant").

     

    7. Options

     

    (a) Grant
      of Options:
      Subject
      to the limitations of the Plan, the Administrator may in its sole and absolute
      discretion grant Options to such eligible individuals in such numbers, subject
      to such terms and conditions, and at such times as the Administrator shall
      determine. Both Incentive Options and Nonqualified Options may be granted under
      the Plan, as determined by the Administrator; provided, however, that Incentive
      Options may only be granted to Employees of the Corporation or Subsidiary.
      To
      the extent that an Option is designated as an Incentive Option but does not
      qualify as such under Code Section 422, the Option (or portion thereof) shall
      be
      treated as a Nonqualified Option.

     

    (b) Option
      Price:
      The
      Option Price per share at which an Option may be exercised shall be established
      by the Administrator and stated in the Option Agreement evidencing the grant
      of
      the Option; provided, that (i) the Option Price shall be no less than 100%
      of
      the Fair Market Value per share of the Common Stock as determined on the date
      the Option is granted (or 110% of the Fair Market Value with respect to
      Incentive Options granted to an Employee who owns stock possessing more than
      10%
      of the total voting power of all classes of stock of the Corporation or a Parent
      or Subsidiary, as provided in Section 6(b) herein); and (ii) in no event shall
      the Option Price per share of any Option be less than the par value, if any,
      per
      share of the Common Stock. Notwithstanding the foregoing, the Administrator
      may
      in its discretion authorize the grant of substitute or assumed options of an
      acquired entity with an Option Price not equal to at least 100% of the Fair
      Market Value of the stock on the date of grant if the terms of such substitution
      or assumption otherwise comply, to the extent deemed applicable, with Code
      Section 409A and Code Section 424(a)). 

     

    (c) Date
      of Grant:
      An
      Option shall be considered to be granted on the date that the Administrator
      acts
      to grant the Option, or on such other date as may be established by the
      Administrator in accordance with Applicable Laws.  

     

    (d) Option
      Period and Limitations on the Right to Exercise Options:

     

    (i) The
      Option Period shall be determined by the Administrator at the time the Option
      is
      granted and shall be stated in the Option Agreement. With respect to Incentive
      Options, the Option Period shall not extend more than 10 years from the date
      on
      which the Option is granted (or five years with respect to Incentive Options
      granted to an Employee who owns stock possessing more than 10% of the total
      combined voting power of all classes of stock of the Corporation or a Parent
      or
      Subsidiary, as provided in Section 6(b) herein). Any Option or portion thereof
      not exercised before expiration of the Option Period shall terminate. The period
      or periods during which, and the terms and conditions pursuant to which, an
      Option may vest and become exercisable shall be determined by the Administrator
      in its discretion. 

     

    
      
         

      

      
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    (ii) An
      Option
      may be exercised by giving written notice to the Corporation in form acceptable
      to the Administrator at such place and subject to such conditions as may be
      established by the Administrator or its designee. Such notice shall specify
      the
      number of shares to be purchased pursuant to an Option and the aggregate
      purchase price to be paid therefor and shall be accompanied by payment of such
      purchase price. Unless an Option Agreement provides otherwise, such payment
      shall be in the form of cash or cash equivalent; provided that, except where
      prohibited by the Administrator or Applicable Law (and subject to such terms
      and
      conditions as may be established by the Administrator), payment may also be
      made:

     

    (A) By
      delivery (by either actual delivery or attestation) of shares of Common Stock
      owned by the Participant;

     

    (B) By
      shares
      of Common Stock withheld upon exercise;

     

    (C) With
      respect only to purchases upon exercise of an Option after a Public Market
      for
      the Common Stock exists, by delivery of written notice of exercise to the
      Corporation and delivery to a broker of written notice of exercise and
      irrevocable instructions to promptly deliver to the Corporation the amount
      of
      sale or loan proceeds to pay the Option Price;

     

    (D) By
      such
      other payment methods as may be approved by the Administrator and which are
      acceptable under Applicable Laws; or

     

    (E) By
      any
      combination of the foregoing methods.

     

    Shares
      delivered or withheld in payment on the exercise of an Option shall be valued
      at
      their Fair Market Value on the date of exercise. For the purposes herein, a
      "Public Market" for the Common Stock shall be deemed to exist (i) upon
      consummation of a firm commitment underwritten public offering of the Common
      Stock (or successor securities thereto) pursuant to an effective registration
      statement under the Securities Act, or (ii) if the Administrator otherwise
      determines that there is an established public market for the Common Stock.
      

     

    (iii) Unless
      the Administrator determines otherwise, no Option granted to a Participant
      who
      was an Employee at the time of grant shall be exercised unless the Participant
      is, at the time of exercise, an Employee and has been an Employee continuously
      since the date the Option was granted, subject to the following: 

     

    (A) The
      employment relationship of a Participant shall be treated as continuing intact
      for any period that the Participant is on military or sick leave or other bona
      fide leave of absence, provided that the period of such leave does not exceed
      three months, or, if longer, as long as the Participant's right to reemployment
      is guaranteed either by statute or by contract. The employment relationship
      of a
      Participant shall also be treated as continuing intact while the Participant
      is
      not in active service because of Disability.

     

    
      
         

      

      
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    (B) Unless
      an
      individual Option Agreement provides otherwise, if the employment of a
      Participant is terminated because of death or Disability, the Option may be
      exercised only to the extent vested and exercisable on the Participant's
      Termination Date, and the Option must be exercised, if at all, prior to the
      first to occur of the following, whichever shall be applicable: (X) the close
      of
      the period of six months next
      succeeding the Termination Date (or such other period stated in the Option
      Agreement); or (Y) the close of the Option Period. In the event of the
      Participant's death, such Option shall be exercisable by such person or persons
      as shall have acquired the right to exercise the Option by will or by the laws
      of intestate succession. 

     

    (C) Unless
      an
      individual Option Agreement provides otherwise, if the employment of the
      Participant is terminated for any reason other than Disability, death or Cause,
      his Option may be exercised only to the extent vested and exercisable on his
      Termination Date, and the Option must be exercised, if at all, prior to the
      first to occur of the following, whichever shall be applicable: (X) the
      close of the period of 45 days next succeeding the Termination Date (or such
      other period stated in the Option Agreement); or (Y) the close of the Option
      Period. In the event of the Participant's death, such Option shall be
      exercisable by such person or persons as shall have acquired the right to
      exercise the Option by will or by the laws of intestate succession.


     

    (D) Unless
      an
      individual Option Agreement provides otherwise, if the employment of the
      Participant is terminated for Cause, his Option shall lapse and no longer be
      exercisable as of his Termination Date, as determined by the Administrator.
      

     

    (E) Notwithstanding
      the foregoing, the Administrator shall have authority, in its sole discretion
      (taking into account any Code Section 409A considerations), to accelerate the
      date for exercising all or any part of an Option which was not otherwise vested
      and exercisable, extend the period during which an Option may be exercised,
      modify the other terms and conditions of exercise, or any combination of the
      foregoing. 

     

    (iv) Unless
      an
      individual Option Agreement provides otherwise, an Option granted to a
      Participant who was Director but who was not an Employee at the time of grant
      shall be exercisable as follows: (A) If the services of the Participant as
      a
      Director terminate due to death or Disability, the vesting of the Option shall
      be accelerated so that the Option shall become vested as of the Director's
      Termination Date to the extent the Option would have been vested on the first
      anniversary of the Director's Termination Date (without regard to the
      Participant's termination of service), and, in such event, the Option must
      be
      exercised, if at all, prior to the first to occur of the first anniversary
      of
      the Director's Termination Date or the close of the Option Period; (B) If the
      services of the Director are terminated due to the resignation, failure to
      be
      re-elected or any other reason other than death, Disability or Cause, then
      the
      Option may be exercised only to the extent vested and exercisable on the
      Director's Termination Date and must be exercised, if at all, prior to the
      first
      to occur of the end of the 45-day period next succeeding the Termination Date
      (or such other period stated in the Option Agreement) or the close of the Option
      Period; and (C) if the services of such a Participant are terminated for Cause,
      his Option shall lapse and no longer be exercisable as of his Termination Date,
      as determined by the Administrator. Notwithstanding the foregoing, the
      Administrator may in its discretion (taking into account any Code Section 409A
      considerations) accelerate the date for exercising all or any part of an Option
      which was not otherwise exercisable on the Termination Date, extend the period
      during which an Option may be exercised, modify the other terms and conditions
      to exercise, or any combination of the foregoing.

     

    
      
         

      

      
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    (v) Unless
      an
      individual Option Agreement provides otherwise, an Option granted to a
      Participant who was an Independent Contractor of the Corporation or an Affiliate
      at the time of grant (and who does not thereafter become an Employee, in which
      case he shall be subject to the provisions of Section 7(d)(iii) herein) may
      be
      exercised only to the extent vested and exercisable on the Participant's
      Termination Date (unless the termination was for Cause), and must be exercised,
      if at all, prior to the first to occur of the following, as applicable: (X)
      the
      close of the period of 30 days next succeeding the Termination Date (or such
      other period stated in the Option Agreement); or (Y) the close of the Option
      Period. If the services of such a Participant are terminated for Cause, his
      Option shall lapse and no longer be exercisable as of his Termination Date,
      as
      determined by the Administrator. Notwithstanding the foregoing, the
      Administrator may in its discretion (taking into account any Code Section 409A
      considerations) accelerate the date for exercising all or any part of an Option
      which was not otherwise exercisable on the Termination Date, extend the period
      during which an Option may be exercised, modify the other terms and conditions
      to exercise, or any combination of the foregoing.

     

    (e) Rights
      as a Stockholder:
      A
      Participant and his legal representatives, legatees or distributees shall not
      be
      deemed to be the holder of any shares subject to an Option and shall not have
      any rights of a stockholder unless and until certificates for such shares have
      been issued and delivered to him or them under the Plan (or, in the case of
      uncertificated shares, other written notice of ownership has been provided
      in
      accordance with Applicable Laws). A certificate or certificates for shares
      of
      Common Stock acquired upon exercise of an Option shall be issued in the name
      of
      the Participant or his beneficiary and distributed to the Participant or his
      beneficiary (or, in the case of uncertificated shares, other written notice
      of
      ownership in accordance with Applicable Laws shall be provided) promptly
      following receipt of notice of exercise and payment of the purchase price
      (except as may otherwise be determined by the Corporation in the event of
      payment of the Option Price pursuant to Section 7(d)(ii)(C) herein). Shares
      issued upon exercise of an Option shall be subject to any restrictions
      applicable under the Plan (including but not limited to the provisions of
      Section 11), an Option Agreement, the Stockholders' Agreement or any other
      applicable agreements or instruments. Upon the issuance of a certificate for
      shares of Common Stock to a Participant (or, in the case of uncertificated
      shares, upon delivery of written notice of ownership in accordance with
      Applicable Laws), the Participant shall have such rights and incidents of
      ownership of the shares of Common Stock acquired pursuant to an Option,
      including the right to vote and the right to receive dividends when and if
      paid
      by the Corporation, and to exercise such additional rights with respect to
      the
      shares, as are permitted by the Plan, the Option Agreement, the Stockholders'
      Agreement, the Corporation's certificate of incorporation and bylaws and
      Applicable Law.

     

    (f) Nontransferability
      of Options:
      Incentive Options shall not be transferable (including by sale, assignment,
      pledge or hypothecation) other than by will or the laws of intestate succession
      or, in the Administrator's discretion, as may otherwise be permitted in
      accordance with Treas. Reg. Section 1.421-1(b)(2) or any successor provision
      thereto. Nonqualified Options shall not be transferable (including by sale,
      assignment, pledge or hypothecation) other than by will or the laws of intestate
      succession, except as may be permitted by the Administrator in a manner
      consistent with the registration provisions of the Securities Act. Except as
      may
      be permitted by the preceding sentences, an Option shall be exercisable during
      the Participant's lifetime only by him or by his guardian or legal
      representative. The designation of a beneficiary in accordance with the Plan
      does not constitute a transfer. 

     

    
      
         

      

      
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    (g) Notice
      of Disposition:
      If
      shares of Common Stock acquired upon exercise of an Incentive Option are
      disposed of within two years following the date of grant or one year following
      the transfer of such shares to a Participant upon exercise, the Participant
      shall, promptly following such disposition, notify the Corporation in writing
      of
      the date and terms of such disposition and provide such other information
      regarding the disposition as the Administrator may reasonably
      require.

     

    (h) Limitation
      on Incentive Options:
      In no
      event shall there first become exercisable by an Employee in any one calendar
      year Incentive Options granted by the Corporation or any Parent or Subsidiary
      with respect to shares having an aggregate Fair Market Value (determined at
      the
      time an Incentive Option is granted) greater than $100,000; provided that,
      if
      such limit is exceeded, then the first $100,000 of shares to become exercisable
      in such calendar year will be Incentive Options and the Options (or portion
      thereof) for shares with a value in excess of $100,000 that first became
      exercisable in that calendar year will be Nonqualified Options. 

     

    8. Change
      of Control

     

    Notwithstanding
      any other provision of the Plan to the contrary, in the event of a Change of
      Control, if an Award Agreement specifically so provides, all Options outstanding
      as of the date of such Change of Control shall become fully vested and
      exercisable, whether or not then otherwise vested and exercisable. In such
      event, the Administrator may (i) determine that Options must be exercised,
      if at
      all, within a fixed time period (as determined by the Administrator) following
      or prior to such Change of Control event, (ii) determine that such Options
      shall
      terminate after such time period, and/or (iii) make other similar determinations
      regarding the rights of Participants with respect to such Options. 

     

    9. Withholding

     

    The
      Corporation shall withhold all required local, state, federal, foreign and
      other
      taxes and any other amount required to be withheld by any governmental authority
      or law from any amount payable in cash with respect to an Option. Prior to
      the
      delivery or transfer of any certificate for shares or any other benefit
      conferred under the Plan, the Corporation shall require any Participant or
      other
      person to pay to the Corporation in cash with respect to an award the amount
      of
      any tax or other amount required by any governmental authority to be withheld
      and paid over by the Corporation to such authority for the account of such
      recipient. Notwithstanding the foregoing, the Administrator may in its
      discretion establish procedures to permit a recipient to satisfy such obligation
      in whole or in part, and any other local, state, federal or foreign income
      tax
      obligations relating to such an Option, by electing (the "election")
      to
      have the Corporation withhold shares of Common Stock from the shares to which
      the recipient is entitled. The number of shares to be withheld shall have a
      Fair
      Market Value as of the date that the amount of tax to be withheld is determined
      as nearly equal as possible to (but not exceeding) the amount of such
      obligations being satisfied. Each election must be made in writing to the
      Administrator in accordance with election procedures established by the
      Administrator. 

     

    
      
         

      

      
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    10. Amendment
      and Termination of the Plan and Options

     

    (a) Amendment
      and Termination of Plan:
      The
      Plan may be amended, altered, suspended and/or terminated at any time by the
      Board; provided that approval of an amendment to the Plan by the stockholders
      of
      the Corporation shall be required to the extent, if any, that stockholder
      approval of such amendment is required by Applicable Law. 

     

    (b) Amendment
      and Termination of Options:
      The
      Administrator may amend, alter, suspend and/or terminate any Option granted
      under the Plan, prospectively or retroactively, but such amendment, alteration,
      suspension or termination of an Option shall not (except as otherwise provided
      in Section 10(c) or Section 10(d) herein), without the consent of the recipient
      of an outstanding Option, materially adversely affect the rights of the
      recipient with respect to the Option. 

     

    (c) Unilateral
      Authority of Administrator to Modify Plan and Options:
      Notwithstanding Section 10(a) and Section 10(b) herein, the following provisions
      shall apply:

     

    (i) The
      Administrator shall have unilateral authority to amend the Plan and any Option
      (without Participant consent and without stockholder approval, unless such
      stockholder approval is required by Applicable Law) to the extent necessary
      to
      comply with Applicable Law or changes to Applicable Law (including but in no
      way
      limited to Code Section 409A, Code Section 422 and federal securities laws).
      

     

    (ii) The
      Administrator shall have unilateral authority to make adjustments to the terms
      and conditions of Options in recognition of unusual or nonrecurring events
      affecting the Corporation or any Affiliate, or the financial statements of
      the
      Corporation or any Affiliate, or of changes in accounting principles, if the
      Administrator determines that such adjustments are appropriate in order to
      prevent dilution or enlargement of the benefits or potential benefits intended
      to be made available under the Plan or necessary or appropriate to comply with
      applicable accounting principles.

     

    (d) Cash
      Settlement:
      Notwithstanding any provision of the Plan, an Option or an Option Agreement
      to
      the contrary, the Administrator shall have unilateral authority to cause any
      Option (or portion thereof) granted under the Plan to be canceled in
      consideration of an alternative award or cash payment of an equivalent cash
      value, as determined by the Administrator in its sole discretion, made to the
      holder of such canceled Option. 

     

    11. Restrictions
      on Options and Shares

     

    (a) General:
      As a
      condition to the issuance and delivery of Common Stock hereunder, or the grant
      of any benefit pursuant to the Plan, the Corporation shall require a Participant
      or other person at any time and from time to time to become a party to an Option
      Agreement, the Stockholders' Agreement, other agreement(s) restricting the
      voting, transfer, purchase or repurchase of shares of Common Stock of the
      Corporation, and any other employment agreements, consulting agreements,
      non-competition agreements, confidentiality agreements, non-solicitation
      agreements or other agreements imposing such restrictions as may be required
      by
      the Corporation. In addition, without in any way limiting the effect of the
      foregoing, each Participant or other holder of shares issued under the Plan
      shall be permitted to transfer such shares only if such transfer is in
      accordance with the Plan, the Option Agreement, the Stockholders' Agreement
      and
      any other applicable agreements and Applicable Law. The acquisition of shares
      of
      Common Stock under the Plan by a Participant or any other holder of shares
      shall
      be subject to, and conditioned upon, the compliance by the Participant or other
      holder of such shares with the restrictions described in the Plan, the Option
      Agreement, the Stockholders' Agreement and any other applicable agreements
      and
      Applicable Law.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (b) Compliance
      with Applicable Laws, Rules and Regulations:
      The
      Corporation may impose such restrictions on Options, shares of Common Stock
      and
      any other benefits underlying Options hereunder as it may deem advisable,
      including without limitation restrictions under the federal securities laws,
      the
      requirements of any stock exchange or similar organization and any blue sky,
      state or foreign securities laws applicable to such securities. Notwithstanding
      any other Plan or Option Agreement provision to the contrary, the Corporation
      shall not be obligated to issue, deliver or transfer shares of Common Stock
      under the Plan, make any other distribution of benefits under the Plan, or
      take
      any other action, unless such delivery, distribution or action is in compliance
      with Applicable Laws (including but not limited to the requirements of the
      Securities Act). The Corporation will be under no obligation to register shares
      of Common Stock or other securities with the Securities and Exchange Commission
      or to effect compliance with the exemption, registration, qualification or
      listing requirements of any state or foreign securities laws, stock exchange
      or
      similar organization, and the Corporation will have no liability for any
      inability or failure to do so. The Corporation may cause a restrictive legend
      or
      legends to be placed on any certificate issued pursuant to an Option hereunder
      in such form as may be prescribed from time to time by Applicable Law or as
      may
      be advised by legal counsel.

     

    12. Option
      Agreement

     

    The
      grant
      of any Option under the Plan shall be evidenced by the execution of an Option
      Agreement between the Corporation and the Participant. Such Option Agreement
      may
      state terms, conditions and restrictions applicable to the Option and any may
      state such other terms, conditions and restrictions, including but not limited
      to terms, conditions and restrictions applicable to shares subject to an Option,
      as may be established by the Administrator.

     

    13. No
      Right or Obligation of Continued Employment or
      Service

     

    Neither
      the Plan, the grant of an Option nor any other action related to the Plan shall
      confer upon a Participant any right to continue in the employment or service
      of
      the Corporation or an Affiliate as an Employee, Director or Independent
      Contractor or to interfere in any way with the right of the Corporation or
      an
      Affiliate to terminate the Participant's employment or service at any time.
      Except as otherwise provided in the Plan, an Option Agreement or as may be
      determined by the Administrator, all rights of a Participant with respect to
      an
      Option shall terminate upon the termination of the Participant's employment
      or
      service. 

     

    14. Compliance
      with Code Section 409A 

     

    Notwithstanding
      any other provision in the Plan or an Option to the contrary, if and to the
      extent that Code Section 409A is deemed to apply to the Plan or any Option,
      it
      is the general intention of the Corporation that the Plan and all such Options
      shall, to the extent practicable, comply with, or be exempt from, Code Section
      409A, and the Plan and any such Option shall, to the extent practicable, be
      construed in accordance therewith. Deferrals of shares or any other benefit
      issuable pursuant to an Option otherwise exempt from Code Section 409A in a
      manner that would cause Code Section 409A to apply shall not be permitted unless
      such deferrals are in compliance with (or eligible for another exemption from)
      Code Section 409A. In the event that the Corporation (or a successor thereto)
      has any stock which is publicly traded on an established securities market
      or
      otherwise, distributions to any Participant who is a "specified employee" (as
      defined under Code Section 409A) upon a separation from service may only be
      made
      on a date that is more than six months after the date of separation from service
      (or, if earlier than the end of the six-month period, the date of death of
      the
      specified employee) or as otherwise permitted under Code Section 409A. Without
      in any way limiting the effect of the foregoing, (i) in the event that exemption
      from or compliance with Code Section 409A requires that any special terms,
      provisions or conditions be included in the Plan or any Option, then such terms,
      provisions and conditions shall, to the extent practicable, be deemed to be
      made
      a part of the Plan or Option, as applicable, and (ii) terms used in the Plan
      or
      an Option Agreement shall be construed in accordance with Code Section 409A
      if
      and to the extent required. Further, in the event that the Plan or any Option
      shall be deemed not to comply with Code Section 409A, then neither the
      Corporation, the Administrator nor its or their designees or agents shall be
      liable to any Participant or other person for actions, decisions or
      determinations made in good faith. 

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    15. Unfunded
      Plan; No Effect on Other Compensation and Benefit
      Plans

     

    (a) The
      Plan
      shall be unfunded, and the Corporation shall not be required to create a trust
      or segregate any assets that may at any time be represented by Options under
      the
      Plan. The Plan shall not establish any fiduciary relationship between the
      Corporation and any Participant or other person. Neither a Participant nor
      any
      other person shall, by reason of the Plan, acquire any right in or title to
      any
      assets, funds or property of the Corporation or any Affiliate, including,
      without limitation, any specific funds, assets or other property which the
      Corporation or any Affiliate, in their discretion, may set aside in anticipation
      of a liability under the Plan. A Participant shall have only a contractual
      right
      to the Common Stock or other amounts, if any, payable under the Plan, unsecured
      by any assets of the Corporation or any Affiliate. Nothing contained in the
      Plan
      shall constitute a guarantee that the assets of such entities shall be
      sufficient to pay any benefits to any person.

     

    (b) The
      amount of any compensation deemed to be received by a Participant pursuant
      to an
      Option shall not constitute compensation with respect to which any other
      employee benefits of such Participant are determined, including, without
      limitation, benefits under any bonus, pension, profit sharing, life insurance
      or
      salary continuation plan, except as otherwise specifically provided by the
      terms
      of such plan or as may be determined by the Administrator.

     

    (c) The
      adoption of the Plan shall not affect any other stock incentive or other
      compensation plans in effect for the Corporation or any Affiliate, nor shall
      the
      Plan preclude the Corporation from establishing any other forms of stock
      incentive or other compensation for employees or service providers of the
      Corporation or any Affiliate.

     

    16. Governing
      Law

     

    The
      Plan
      shall be governed by and construed in accordance with the laws of the State
      of
      Delaware, without regard to the principles of conflicts of laws, and in
      accordance with applicable federal laws of the United States.

     

    17. Stockholder
      Approval

     

    The
      initial adoption of Plan was subject to approval by the stockholders of the
      Corporation, which approval was received within 12 months of the Effective
      Date
      of the Plan. Options granted prior to such stockholder approval were conditioned
      upon and were effective only upon approval of the Plan by such stockholders
      on
      or before such date. Amendments to the Plan shall be subject to additional
      stockholder approvals if and to the extent required by Applicable Law or if
      otherwise deemed advisable by the Board. 

     

    
      
         

      

      
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    18. Effect
      of Certain Changes in Duties and/or Status

     

    Notwithstanding
      the other terms of the Plan or an Option Agreement, the Administrator has sole
      discretion to determine (taking into account any Code Section 409A
      considerations), at the time of grant of an Option or at any time thereafter,
      the effect, if any, on Options (including but not limited to the vesting and/or
      exercisability of Options) granted to a Participant in the event of (i) a change
      in the Participant's duties or responsibilities, (ii) a change in the
      Participant's status as an Employee, Director or Independent Contractor,
      including but not limited to a change from full-time to part-time, or vice
      versa, or (iii) other similar changes in the nature or scope of the
      Participant's employment or service. In addition, unless otherwise determined
      by
      the Administrator, for purposes of the Plan, a Participant shall be considered
      to have terminated employment or service and to have ceased to be an Employee
      or
      Independent Contractor, as the case may be, if his employer (or the party for
      whom the Participant is providing services, in the case of an Independent
      Contractor) was an Affiliate at the time of grant and such employer or other
      party ceases to be an Affiliate, even if he continues to be employed by or
      provide services to such employer or party. 

     

    19. Beneficiary
      Designation

     

    The
      Administrator may in its discretion permit a Participant to designate in writing
      a person or persons as beneficiary, which beneficiary shall be entitled to
      receive benefits (if any) to which the Participant is otherwise entitled under
      the Plan in the event of death. In the absence of such designation by a
      Participant, and in the event of the Participant's death, the estate of the
      Participant shall be treated as beneficiary for purposes of the Plan, unless
      the
      Administrator determines otherwise. The Administrator shall have discretion
      to
      approve and interpret the form or forms of such beneficiary designation. A
      beneficiary, legal guardian, legal representative or other person claiming
      any
      rights pursuant to the Plan is subject to all terms and conditions of the Plan
      and any Option Agreement applicable to the Participant, except to the extent
      that the Plan and/or Option Agreement provide otherwise, and to any additional
      restrictions deemed necessary or appropriate by the Administrator.

     

    20. Gender
      and Number

     

    Except
      where otherwise indicated by the context, words in any gender shall include
      any
      other gender, words in the singular shall include the plural and words in the
      plural shall include the singular.

     

    21. Successors
      and Assigns

     

    The
      Plan
      shall be binding upon the Corporation, its successors and assigns, and
      Participants, their executors, administrators and permitted transferees and
      beneficiaries.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    22. Severability

     

    If
      any
      provision of the Plan shall be held illegal or invalid for any reason, such
      illegality or invalidity shall not affect the remaining parts of the Plan,
      and
      the Plan shall be construed and enforced as if the illegal or invalid provision
      had not been included.

     

    23. Rules
      of Construction

     

    Headings
      are given to the sections of the Plan solely as a convenience to facilitate
      reference. The reference to any statute, regulation or other provision of law
      shall be construed to refer to any amendment to or successor of such provision
      of law. 

     

    24. Right
      of Offset

     

    Notwithstanding
      any other provision of the Plan or an Option Agreement, the Corporation may
      reduce the amount of any payment or benefit otherwise payable to or on behalf
      of
      a Participant by the amount of any obligation of the Participant to or on behalf
      of the Corporation or an Affiliate that is or becomes due and
      payable.

     

    25. Fractional
      Shares

     

    Except
      as
      otherwise provided in an Option Agreement or determined by the Administrator,
      (a) the total number of shares issuable pursuant to the exercise or vesting
      of
      an Option shall be rounded down to the nearest whole share, and (b) no
      fractional shares shall be issued. The Administrator may, in its discretion,
      determine that a fractional share shall be settled in cash. 

     

    26. Uncertificated
      Stock

     

    Notwithstanding
      anything in the Plan to the contrary, to the extent the Plan provides for the
      issuance of stock certificates to reflect the issuance of shares of Common
      Stock, the issuance may, in the Corporation's discretion, be effected on a
      non-certificated basis, to the extent not prohibited by the Corporation's
      certificate of incorporation or bylaws or by Applicable Law (including but
      not
      limited to applicable state corporate law and the applicable rules of any stock
      exchange on which the Common Stock is traded).

     

    27. Income
      and Other Taxes 

     

    Participants
      are solely responsible and liable for the satisfaction of all taxes and
      penalties that may arise on their behalf in connection with awards granted
      under
      the Plan (including any taxes arising under Code Section 409A), and the
      Corporation shall not have any obligation to indemnify or otherwise hold any
      Participant harmless from any or all of such taxes. 

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, this CoaLogix Inc. 2008 Stock Option Plan, as amended and
      restated effective July 29, 2008, is, by the authority of the Board of Directors
      of the Corporation, executed in behalf of the Corporation, as of the _____
      day
      of _____________, 2008.

     

    
      	
              COALOGIX
                INC.

            
	 
	
              By:

            	 
	
              Printed Name:

            	 
	
              Title:

            	 


    

    


    
      	
              ATTEST:

            
	 
	 
	
              Secretary

            
	
              [Corporate
                Seal]

            


    

     

    
      
         

      

      
        19