GEXA CORP.
                              AMENDED AND RESTATED
                               2004 INCENTIVE PLAN

                            (Effective May 27, 2004)

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                                TABLE OF CONTENTS

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Section 1. GENERAL PROVISIONS RELATING TO PLAN GOVERNANCE, COVERAGE AND BENEFITS..................................1
         1.1      Purpose.........................................................................................1
         1.2      Definitions.....................................................................................1
         1.3      Plan Administration.............................................................................7
         1.4      Shares of Common Stock Available for Incentive Awards...........................................9
         1.5      Share Pool Adjustments for Awards and Payouts..................................................10
         1.6      Common Stock Available.........................................................................10
         1.7      Participation..................................................................................10
         1.8      Types of Incentive Awards......................................................................11

Section 2. STOCK OPTIONS.........................................................................................11
         2.1      Grant of Stock Options.........................................................................11
         2.2      Stock Option Terms.............................................................................11
         2.3      Stock Option Exercises.........................................................................13
         2.4      Reload Options.................................................................................15
         2.5      Supplemental Payment on Exercise of Nonstatutory Stock Options
                  or Stock Appreciation Rights...................................................................15

Section 3. RESTRICTED STOCK......................................................................................15
         3.1      Award of Restricted Stock......................................................................15
         3.2      Restrictions...................................................................................16
         3.3      Delivery of Shares of Common Stock.............................................................17
         3.4      Supplemental Payment on Vesting of Restricted Stock............................................17

Section 4. OTHER STOCK-BASED AWARDS..............................................................................18
         4.1      Grant of Other Stock-Based Awards..............................................................18
         4.2      Other Stock-Based Award Terms..................................................................18
         4.3      Performance Awards.............................................................................19
         4.4      Automatic Grants to Non-Employee Directors.....................................................21
         4.5      Stock Grants to Non-Employee Directors.........................................................21

Section 5. PROVISIONS RELATING TO PLAN PARTICIPATION.............................................................22
         5.1      Plan Conditions................................................................................22
         5.2      Transferability and Exercisability.............................................................23
         5.3      Rights as a Stockholder........................................................................24
         5.4      Listing and Registration of Shares of Common Stock.............................................24
         5.5      Change in Stock and Adjustments................................................................25
         5.6      Termination of Employment, Death, Disability and Retirement....................................27
         5.7      Change in Control..............................................................................29
         5.8      Exchange of Incentive Awards...................................................................31
         5.9      Financing......................................................................................31
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Section 6. GENERAL...............................................................................................31
         6.1      Effective Date and Grant Period................................................................31
         6.2      Funding and Liability of Company...............................................................31
         6.3      Withholding Taxes..............................................................................32
         6.4      No Guarantee of Tax Consequences...............................................................32
         6.5      Designation of Beneficiary by Participant......................................................33
         6.6      Deferrals......................................................................................33
         6.7      Amendment and Termination......................................................................33
         6.8      Requirements of Law............................................................................33
         6.9      Rule 16b-3 Securities Law Compliance and Compliance with
                  Company Policies...............................................................................34
         6.10     Compliance with Code Section 162(m)............................................................34
         6.11     Successors.....................................................................................34
         6.12     Miscellaneous Provisions.......................................................................34
         6.13     Severability...................................................................................35
         6.14     Gender, Tense and Headings.....................................................................35
         6.15     Governing Law..................................................................................35

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                                   GEXA CORP.
                               2004 INCENTIVE PLAN



                                   SECTION 1.

                         GENERAL PROVISIONS RELATING TO
                     PLAN GOVERNANCE, COVERAGE AND BENEFITS

1.1      Purpose

     The purpose of the Plan is to foster and promote the long-term financial
success of Gexa Corp. (the "Company") and its Subsidiaries and to increase
stockholder value by: (a) encouraging the commitment of selected key Employees,
Consultants and Outside Directors, (b) motivating superior performance of key
Employees, Consultants and Outside Directors by means of long-term performance
related incentives, (c) encouraging and providing key Employees, Consultants and
Outside Directors with a program for obtaining ownership interests in the
Company which link and align their personal interests to those of the Company's
stockholders, (d) attracting and retaining key Employees, Consultants and
Outside Directors by providing competitive incentive compensation opportunities,
and (e) enabling key Employees, Consultants, Outside Directors and Non-Employee
Directors to share in the long-term growth and success of the Company.

     The Plan provides for payment of various forms of incentive compensation
and it is not intended to be a plan that is subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). The Plan shall be
interpreted, construed and administered consistent with its status as a plan
that is not subject to ERISA.

     Subject to approval by the Company's stockholders pursuant to Section 6.1,
the Plan was originally adopted and made effective as of May 27, 2004 (the
"Effective Date"), and was amended and restated by the Board on October 28,
2004. The Plan shall commence on the Effective Date, and shall remain in effect,
subject to the right of the Board to amend or terminate the Plan at any time
pursuant to Section 6.7, until all Shares subject to the Plan have been
purchased or acquired according to its provisions. However, in no event may an
Incentive Stock Option be granted under the Plan after the expiration of ten
(10) years from the Effective Date.

1.2      Definitions

         The following terms shall have the meanings set forth below:

     (a) Authorized Officer. The Chairman of the Board, the Chief Executive
Officer or any other senior officer of the Company to whom either of them
delegate the authority to execute any Incentive Agreement for and on behalf of
the Company. No officer or director shall be an Authorized Officer with respect
to any Incentive Agreement for himself.

     (b) Board. The Board of Directors of the Company.

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     (c) Cause. Unless otherwise expressly provided in the Grantee's Incentive
Agreement, when used in connection with the termination of a Grantee's
Employment, shall mean the termination of the Grantee's Employment by the
Company by reason of (i) the conviction of the Grantee by a court of competent
jurisdiction as to which no further appeal can be taken of a crime involving
moral turpitude or a felony; (ii) the proven commission by the Grantee of an act
of fraud upon the Company; (iii) the willful and proven misappropriation of any
funds or property of the Company by the Grantee; (iv) the willful, continued and
unreasonable failure by the Grantee to perform the material duties assigned to
him; (v) the knowing engagement by the Grantee in any direct, material conflict
of interest with the Company without compliance with the Company's conflict of
interest policy, if any, then in effect; or (vi) the knowing engagement by the
Grantee, without the written approval of the Board, in any activity which
competes with the business of the Company or which would result in a material
injury to the business, reputation or goodwill of the Company.

     (d) Change in Control. Unless otherwise expressly provided in the Grantee's
Incentive Agreement, any of the events described in and subject to Section 5.7.

     (e) Code. The Internal Revenue Code of 1986, as amended, and the
regulations and other authority promulgated thereunder by the appropriate
governmental authority. References herein to any provision of the Code shall
refer to any successor provision thereto.

     (f) Committee. A committee appointed by the Board consisting of not less
than two directors as appointed by the Board to administer the Plan. During such
period that the Company is a Publicly Held Corporation, the Plan shall be
administered by a committee appointed by the Board consisting of not less than
two directors who fulfill the "non-employee director" requirements of Rule 16b-3
under the Exchange Act, the "outside director" requirements of Section 162(m) of
the Code and the "independent" requirement of the rules of any national
securities exchange or the NASDAQ, as the case may be, on which any of the
securities of the Company are traded, listed or quoted, if any. The Committee
may be the Compensation Committee of the Board, or any subcommittee of the
Compensation Committee, provided that the members of the Committee satisfy the
requirements of the previous provisions of this paragraph.

     The Board shall have the power to fill vacancies on the Committee arising
by resignation, death, removal or otherwise. The Board, in its sole discretion,
may bifurcate the powers and duties of the Committee among one or more separate
committees, or retain all powers and duties of the Committee in a single
Committee. The members of the Committee shall serve at the discretion of the
Board.

     Notwithstanding the preceding paragraphs, the term "Committee" as used in
the Plan with respect to any Incentive Award for an Outside Director shall refer
to the entire Board. In the case of an Incentive Award for an Outside Director,
the Board shall have all the powers and responsibilities of the Committee
hereunder as to such Incentive Award, and any actions as to such Incentive Award
may be acted upon only by the Board (unless it otherwise designates in its
discretion). When the Board exercises its authority to act in the capacity as
the Committee hereunder with respect to an Incentive Award for an Outside
Director, it shall so designate with respect to any action that it undertakes in
its capacity as the Committee.

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     (g) Common Stock. The common stock of the Company, $.01 par value per
share, and any class of common stock into which such common shares may hereafter
be converted, reclassified or recapitalized.

     (h) Company. Gexa Corp., a corporation organized under the laws of the
State of Texas, and any successor in interest thereto.

     (i) Consultant. An independent agent, consultant, attorney, an individual
who has agreed to become an Employee within the next six (6) months, or any
other individual who is not an Outside Director or employee of the Company (or
any Parent or Subsidiary) and who (i), in the opinion of the Committee, is in a
position to contribute to the growth or financial success of the Company (or any
Parent or Subsidiary), (ii) is a natural person and (iii) provides bona fide
services to the Company (or any Parent or Subsidiary), which services are not in
connection with the offer or sale of securities in a capital raising
transaction, and do not directly or indirectly promote or maintain a market for
the Company's securities.

     (j) Covered Employee. A named executive officer who is one of the group of
covered employees, as defined in Section 162(m) of the Code and Treasury
Regulation ss. 1.162-27(c) (or its successor), during such period that the
Company is a Publicly Held Corporation.

     (k) Disability. Unless otherwise expressly provided in the Grantee's
Incentive Agreement, as determined by the Committee in its discretion exercised
in good faith, a physical or mental condition of the Employee that would entitle
him to payment of disability income payments under the Company's long term
disability insurance policy or plan for employees, as then effective, if any; or
in the event that the Grantee is not covered, for whatever reason, under the
Company's long-term disability insurance policy or plan, "Disability" means a
permanent and total disability as defined in Section 22(e)(3) of the Code. A
determination of Disability may be made by a physician selected or approved by
the Committee and, in this respect, the Grantee shall submit to an examination
by such physician upon request.

     (l) Employee. Any employee of the Company (or any Parent or Subsidiary)
within the meaning of Section 3401(c) of the Code who, in the opinion of the
Committee, is in a position to contribute to the growth, development and
financial success of the Company (or any Parent or Subsidiary), including,
without limitation, officers who are members of the Board.

     (m) Employment. Employment by the Company (or any Parent or Subsidiary), or
by any corporation issuing or assuming an Incentive Award in any transaction
described in Section 424(a) of the Code, or by a parent corporation or a
subsidiary corporation of such corporation issuing or assuming such Incentive
Award, as the parent-subsidiary relationship shall be determined at the time of
the corporate action described in Section 424(a) of the Code. In this regard,
neither the transfer of a Grantee from Employment by the Company to Employment
by any Parent or Subsidiary, nor the transfer of a Grantee from Employment by
any Parent or Subsidiary to Employment by the Company, shall be deemed to be a
termination of Employment of the Grantee. Moreover, the Employment of a Grantee
shall not be deemed to have been terminated because of an approved leave of
absence from active Employment on account of temporary illness, authorized
vacation or granted for reasons of professional advancement, education, health,
or government service, or military leave, or during any period required to be
treated as a leave of absence by virtue of any applicable statute, Company
personnel policy or agreement. Whether an authorized leave of absence shall
constitute termination of Employment hereunder shall be determined by the
Committee in its discretion.

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     Unless otherwise provided in the Incentive Agreement, the term "Employment"
for purposes of the Plan is also defined to include (i) compensatory or advisory
services performed by a Consultant for the Company (or any Parent or
Subsidiary), (ii) membership on the Board by an Outside Director and (iii)
membership on the Board by a Non-Employee Director (as defined in Section 4.4).

     (n) Exchange Act. The Securities Exchange Act of 1934, as amended.

     (o) Fair Market Value. The Fair Market Value of one share of Common Stock
on the date in question is deemed to be (i) the closing sales price on the date
of grant of a share of Common Stock as reported on the consolidated reporting
system for the securities exchange(s) on which Shares are then listed or
admitted to trading (as reported in the Wall Street Journal or other reputable
source), or (ii) if not so reported, the average of the closing bid and asked
prices for a Share on the date of grant as quoted on the Nasdaq Stock Market,
Inc. ("NASDAQ"), or (iii) if not quoted on NASDAQ, the average of the closing
bid and asked prices for a Share on the date of grant as quoted by the National
Quotation Bureau's "Pink Sheets" or the National Association of Securities
Dealers' OTC Bulletin Board System. If there was no public trade of Common Stock
on the date in question, Fair Market Value shall be determined by reference to
the last preceding date on which such a trade was so reported.

     If the Company is not a Publicly Held Corporation at the time a
determination of the Fair Market Value of the Common Stock is required to be
made hereunder, the determination of Fair Market Value for purposes of the Plan
shall be made by the Committee in its discretion exercised in good faith. In
this respect, the Committee may rely on such financial data, valuations,
experts, and other sources, in its discretion, as it deems advisable under the
circumstances.

     (p) Grantee. Any Employee, Consultant or Outside Director who is granted an
Incentive Award under the Plan.

     (q) Immediate Family. With respect to a Grantee, the Grantee's spouse,
children or grandchildren (including legally adopted and step children and
grandchildren)

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     (r) Incentive Agreement. The written agreement entered into between the
Company and the Grantee setting forth the terms and conditions pursuant to which
an Incentive Award is granted under the Plan, as such agreement is further
defined in Section 5.1(a).

     (s) Incentive Award. A grant of an award under the Plan to a Grantee,
including any Nonstatutory Stock Option, Incentive Stock Option, Reload Option,
Restricted Stock Award, Other Stock-Based Award or Performance Award.

     (t) Incentive Stock Option or ISO. A Stock Option granted by the Committee
to an Employee under Section 2 which is designated by the Committee as an
Incentive Stock Option and intended to qualify as an Incentive Stock Option
under Section 422 of the Code.

     (u) Insider. An individual who is, on the relevant date, an officer,
director or ten percent (10%) beneficial owner of any class of the Company's
equity securities that is registered pursuant to Section 12 of the Exchange Act,
all as defined under Section 16 of the Exchange Act.

     (v) Nonstatutory Stock Option. A Stock Option granted by the Committee to a
Grantee under Section 2 that is not designated by the Committee as an Incentive
Stock Option.

     (w) Option Price. The exercise price at which a Share may be purchased by
the Grantee of a Stock Option.

     (x) Other Stock-Based Award. An award granted by the Committee to a Grantee
under Section 4.1 that is valued in whole or in part by reference to, or is
otherwise based upon, Common Stock.

     (y) Outside Director. A member of the Board who is not, at the time of
grant of an Incentive Award, an employee of the Company or any Parent or
Subsidiary.

     (z) Parent. Any corporation (whether now or hereafter existing) which
constitutes a "parent" of the Company, as defined in Section 424(e) of the Code.

     (aa) Performance Award. An award granted by the Committee to the Grantee
under Section 4.3.

     (bb) Performance-Based Exception. The performance-based exception from the
tax deductibility limitations of Section 162(m) of the Code, as prescribed in
Code ss. 162(m) and Treasury Regulation ss. 1.162-27(e) (or its successor),
which is applicable during such period that the Company is a Publicly Held
Corporation.

     (cc) Performance Period. A period of time, as may be determined in the
discretion of the Committee and set out in the Incentive Agreement, over which
performance is measured for the purpose of determining a Grantee's right to and
the payment value of an Incentive Award.

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     (dd) Performance Share or Performance Unit. An Incentive Award that is a
Performance Award under Section 4.3 representing a contingent right to receive
cash or Shares of Common Stock (which may be Restricted Stock) at the end of a
Performance Period and which, in the case of Performance Shares, is denominated
in Common Stock, and in the case of Performance Units is denominated in cash
values.

     (ee) Plan. The Gexa Corp. 2004 Incentive Plan as set forth herein and as it
may be amended from time to time.

     (ff) Publicly Held Corporation. A corporation issuing any class of common
equity securities required to be registered under Section 12 of the Exchange
Act.

     (gg) Restricted Stock. Shares of Common Stock issued or transferred to a
Grantee pursuant to Section 3.

     (hh) Restricted Stock Award. An authorization by the Committee to issue or
transfer Restricted Stock to a Grantee.

     (ii) Restriction Period. The period of time determined by the Committee and
set forth in the Incentive Agreement during which the transfer of Restricted
Stock by the Grantee is restricted.

     (jj) Retirement. The voluntary termination of Employment from the Company
or any Parent or Subsidiary constituting retirement for age on any date after
the Employee attains the normal retirement age of sixty-five (65) years, or such
other age as may be designated by the Committee in the Employee's Incentive
Agreement.

     (kk) Share. A share of the Common Stock.

     (ll) Share Pool. The number of shares authorized for issuance under Section
1.4, as adjusted for awards and payouts under Section 1.5 and as adjusted for
changes in corporate capitalization under Section 5.5.

     (mm) Stock Option or Option. Pursuant to Section 2, (i) an Incentive Stock
Option granted to an Employee or (ii) a Nonstatutory Stock Option granted to an
Employee, Consultant or Outside Director, whereunder such stock option the
Grantee has the right to purchase Shares of Common Stock. In accordance with
Section 422 of the Code, only an Employee may be granted an Incentive Stock
Option.

     (nn) Subsidiary. Any corporation (whether now or hereafter existing) which
constitutes a "subsidiary" of the Company, as defined in Section 424(f) of the
Code.

     (oo) Supplemental Payment. Any amount, as described in Sections 2.4, 3.4 or
4.3, that is dedicated to payment of income taxes which are payable by the
Grantee resulting from an Incentive Award.

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1.3      Plan Administration

     (a) Authority of the Committee. Except as may be limited by law and subject
to the provisions herein, the Committee shall have full power to (i) select
Grantees who shall participate in the Plan; (ii) determine the sizes, duration
and types of Incentive Awards; (iii) determine the terms and conditions of
Incentive Awards and Incentive Agreements; (iv) determine whether any Shares
subject to Incentive Awards will be subject to any restrictions on transfer; (v)
construe and interpret the Plan and any Incentive Agreement or other agreement
entered into under the Plan; and (vi) establish, amend, or waive rules for the
Plan's administration. Further, the Committee shall make all other
determinations which may be necessary or advisable for the administration of the
Plan including, without limitation, correcting any defect, supplying any
omission or reconciling any inconsistency in the Plan or any Incentive
Agreement. The determinations of the Committee shall be final and binding.

     (b) Meetings. The Committee shall designate a chairman from among its
members who shall preside at all of its meetings, and shall designate a
secretary, without regard to whether that person is a member of the Committee,
who shall keep the minutes of the proceedings and all records, documents, and
data pertaining to its administration of the Plan. Meetings shall be held at
such times and places as shall be determined by the Committee and the Committee
may hold telephonic meetings. The Committee may take any action otherwise proper
under the Plan by the affirmative vote, taken with or without a meeting, of a
majority of its members. The Committee may authorize any one or more of their
members or any officer of the Company to execute and deliver documents on behalf
of the Committee.

     (c) Decisions Binding. All determinations and decisions made by the
Committee shall be made in its discretion pursuant to the provisions of the
Plan, and shall be final, conclusive and binding on all persons including the
Company, its stockholders, Employees, Grantees, and their estates and
beneficiaries. The Committee's decisions and determinations with respect to any
Incentive Award need not be uniform and may be made selectively among Incentive
Awards and Grantees, whether or not such Incentive Awards are similar or such
Grantees are similarly situated.

     (d) Modification of Outstanding Incentive Awards. Subject to the
stockholder approval requirements of Section 6.7 if applicable, the Committee
may, in its discretion, provide for the extension of the exercisability of an
Incentive Award, accelerate the vesting or exercisability of an Incentive Award,
eliminate or make less restrictive any restrictions contained in an Incentive
Award, waive any restriction or other provisions of an Incentive Award, or
otherwise amend or modify an Incentive Award in any manner that is either (i)
not adverse to the Grantee to whom such Incentive Award was granted or (ii)
consented to by such Grantee. With respect to an Incentive Award that is an
incentive stock option (as described in Section 422 of the Code), no adjustment
to such option shall be made to the extent constituting a "modification" within
the meaning of Section 424(h)(3) of the Code unless otherwise agreed to by the
optionee in writing.

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     (e) Delegation of Authority. The Committee may delegate to designated
officers or other employees of the Company any of its duties under this Plan
pursuant to such conditions or limitations as the Committee may establish from
time to time; provided, however, while the Company is a Publicly Held
Corporation, the Committee may not delegate to any person the authority to (i)
grant Incentive Awards, or (ii) take any action which would contravene the
requirements of Rule 16b-3 under the Exchange Act or the Performance-Based
Exception under Section 162(m) of the Code.

     (f) Expenses of Committee. The Committee may employ legal counsel,
including, without limitation, independent legal counsel and counsel regularly
employed by the Company, and other agents as the Committee may deem appropriate
for the administration of the Plan. The Committee may rely upon any opinion or
computation received from any such counsel or agent. All expenses incurred by
the Committee in interpreting and administering the Plan, including, without
limitation, meeting expenses and professional fees, shall be paid by the
Company.

     (g) Surrender of Previous Incentive Awards. The Committee may, in its
absolute discretion, grant Incentive Awards to Grantees on the condition that
such Grantees surrender to the Committee for cancellation such other Incentive
Awards (including, without limitation, Incentive Awards with higher exercise
prices) as the Committee directs. Incentive Awards granted on the condition
precedent of surrender of outstanding Incentive Awards shall not count against
the limits set forth in Section 1.4 until such time as such previous Incentive
Awards are surrendered and canceled.

     (h) INDEMNIFICATION. EACH PERSON WHO IS OR WAS A MEMBER OF THE COMMITTEE,
OR OF THE BOARD, SHALL BE INDEMNIFIED BY THE COMPANY AGAINST AND FROM ANY
DAMAGE, LOSS, LIABILITY, COST AND EXPENSE THAT MAY BE IMPOSED UPON OR REASONABLY
INCURRED BY HIM IN CONNECTION WITH OR RESULTING FROM ANY CLAIM, ACTION, SUIT, OR
PROCEEDING TO WHICH HE MAY BE A PARTY OR IN WHICH HE MAY BE INVOLVED BY REASON
OF ANY ACTION TAKEN OR FAILURE TO ACT UNDER THE PLAN (INCLUDING SUCH
INDEMNIFICATION FOR A PERSON'S OWN, SOLE, CONCURRENT OR JOINT NEGLIGENCE OR
STRICT LIABILITY), EXCEPT FOR ANY SUCH ACT OR OMISSION CONSTITUTING WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE. SUCH PERSON SHALL BE INDEMNIFIED BY THE COMPANY
FOR ALL AMOUNTS PAID BY HIM IN SETTLEMENT THEREOF, WITH THE COMPANY'S APPROVAL,
OR PAID BY HIM IN SATISFACTION OF ANY JUDGMENT IN ANY SUCH ACTION, SUIT, OR
PROCEEDING AGAINST HIM, PROVIDED HE SHALL GIVE THE COMPANY AN OPPORTUNITY, AT
ITS OWN EXPENSE, TO HANDLE AND DEFEND THE SAME BEFORE HE UNDERTAKES TO HANDLE
AND DEFEND IT ON HIS OWN BEHALF. THE FOREGOING RIGHT OF INDEMNIFICATION SHALL
NOT BE EXCLUSIVE OF ANY OTHER RIGHTS OF INDEMNIFICATION TO WHICH SUCH PERSONS
MAY BE ENTITLED UNDER THE COMPANY'S ARTICLES OF INCORPORATION OR BYLAWS, AS A
MATTER OF LAW, OR OTHERWISE, OR ANY POWER THAT THE COMPANY MAY HAVE TO INDEMNIFY
THEM OR HOLD THEM HARMLESS.

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1.4      Shares of Common Stock Available for Incentive Awards

     Subject to adjustment under Section 5.5, there shall be available for
Incentive Awards under the Plan that are granted wholly or partly in Common
Stock (including rights or Stock Options that may be exercised for or settled in
Common Stock) 1,500,000 Shares of Common Stock; of this amount 1,500,000 shares
of Common Stock reserved under the Plan shall be available for Nonstatutory
Stock Options; 1,500,000 of the Shares reserved under the Plan shall be
available for grants of Incentive Stock Options; 1,500,000 shares of Common
Stock shall be available for Restricted Stock; and 1,500,000 shares of Common
Stock shall be available for each of the types of awards based on Common Stock,
including the Other Stock Based Awards or Performance Awards, individually which
are authorized under Section 4 including, without limitation, purchase rights,
Shares of Common Stock awarded which are not subject to any restrictions or
conditions, convertible or exchangeable debentures, other rights convertible
into Shares, Incentive Awards valued by reference to the value of securities of,
or the performance of, the Company or a specified Subsidiary, division or
department, and settlement in cancellation of rights of any person with a vested
interest in any other plan, fund, program or arrangement that is or was
sponsored, maintained or participated in by the Company or any Parent or
Subsidiary and Non-Employee Director Incentive Awards in or based upon Common
Stock. The number of Shares of Common Stock that are the subject of Incentive
Awards under this Plan, that are forfeited or terminated, expire unexercised,
withheld for tax withholding requirements, are settled in cash in lieu of Common
Stock or in a manner such that all or some of the Shares covered by an Incentive
Award are not issued to a Grantee or are exchanged for Incentive Awards that do
not involve Common Stock, shall again immediately become available for Incentive
Awards hereunder. The Committee may from time to time adopt and observe such
procedures concerning the counting of Shares against the Plan maximum as it may
deem appropriate. The Board and the appropriate officers of the Company shall
from time to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges and transaction
reporting systems to ensure that Shares are available for issuance pursuant to
Incentive Awards.

     During such period that the Company is a Publicly Held Corporation, then
unless and until the Committee determines that a particular Incentive Award
granted to a Covered Employee is not intended to comply with the
Performance-Based Exception, the following rules shall apply to grants of
Incentive Awards to Covered Employees:

     (a) Subject to adjustment as provided in Section 5.5, the maximum aggregate
number of Shares of Common Stock (including Stock Options, Restricted Stock, or
Other Stock-Based Awards paid out in Shares) that may be granted in any calendar
year pursuant to any Incentive Award held by any individual Employee shall be
1,000,000 Shares.

     (b) The maximum aggregate cash payout (including Other Stock-Based Awards
paid out in cash) with respect to Incentive Awards granted in any calendar year
which may be made to any individual Employee shall be $10,000,000.

     (c) With respect to any Stock Option granted to an Employee that is
canceled or repriced, or a stock appreciation right that is repriced, the number
of Shares subject to such Stock Option or stock appreciation right shall
continue to count against the maximum number of Shares that may be the subject
of Stock Options or shares of Common Stock to such Employee to the extent such
is required in accordance with Section 162(m) of the Code.

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     (d) The limitations of subsections (a), (b) and (c) above shall be
construed and administered so as to comply with the Performance-Based Exception.

1.5      Share Pool Adjustments for Awards and Payouts.

     The following Incentive Awards and payouts shall reduce, on a one Share for
one Share basis, the number of Shares authorized for issuance under the Share
Pool:

     (a) Stock Options;

     (b) Restricted Stock Awards; and

     (c) A payout of an Other Stock-Based Award or Performance Awards in Shares.

     The following transactions shall restore, on a one Share for one Share
basis, the number of Shares authorized for issuance under the Share Pool:

     (a) A payout of an Other Stock-Based Award or Performance Awards in the
form of cash;

     (b) A cancellation, termination, expiration, forfeiture, or lapse for any
reason of any Shares subject to an Incentive Award; and

     (c) Payment of an Option Price with previously acquired Shares or by
withholding Shares that otherwise would be acquired on exercise (i.e., the Share
Pool shall be increased by the number of Shares turned in or withheld as payment
of the Option Price).

1.6      Common Stock Available.

     The Common Stock available for issuance or transfer under the Plan shall be
made available from Shares now or hereafter (a) held in the treasury of the
Company, (b) authorized but unissued shares, or (c) shares to be purchased or
acquired by the Company. No fractional shares shall be issued under the Plan;
payment for fractional shares shall be made in cash.

1.7      Participation

     (a) Eligibility. The Committee shall from time to time designate those
Employees, Consultants and/or Outside Directors, if any, to be granted Incentive
Awards under the Plan, the type of Incentive Awards granted, the number of
Shares or Stock Options, as the case may be, which shall be granted to each such
person, and any other terms or conditions relating to the Incentive Awards as it
may deem appropriate to the extent not inconsistent with the provisions of the
Plan. A Grantee who has been granted an Incentive Award may, if otherwise
eligible, be granted additional Incentive Awards at any time.

                                       10
<PAGE>

     (b) Incentive Stock Option Eligibility. No Consultant or Outside Director
shall be eligible for the grant of any Incentive Stock Option. In addition, no
Employee shall be eligible for the grant of any Incentive Stock Option who owns
or would own immediately before the grant of such Incentive Stock Option,
directly or indirectly, stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company, or any
Parent or Subsidiary. This restriction does not apply if, at the time such
Incentive Stock Option is granted, the Option Price with respect to the
Incentive Stock Option is at least one hundred and ten percent (110%) of the
Fair Market Value on the date of grant and the Incentive Stock Option by its
terms is not exercisable after the expiration of five (5) years from the date of
grant. For the purpose of the immediately preceding sentence, the attribution
rules of Section 424(d) of the Code shall apply for the purpose of determining
an Employee's percentage ownership in the Company or any Parent or Subsidiary.
This paragraph shall be construed consistent with the requirements of Section
422 of the Code.

1.8      Types of Incentive Awards

     The types of Incentive Awards that may be granted under the Plan are Stock
Options as described in Section 2, Restricted Stock as described in Section 3,
Other Stock-Based Awards as described in Section 4, or any combination of the
foregoing.

                                   SECTION 2.

                                  STOCK OPTIONS

2.1      Grant of Stock Options

     The Committee is authorized to grant (a) Nonstatutory Stock Options to
Employees, Consultants and/or Outside Directors and (b) Incentive Stock Options
to Employees only, in accordance with the terms and conditions of the Plan, and
with such additional terms and conditions, not inconsistent with the Plan, as
the Committee shall determine in its discretion. Successive grants may be made
to the same Grantee whether or not any Stock Option previously granted to such
person remains unexercised.

2.2      Stock Option Terms

     (a) Written Agreement. Each grant of a Stock Option shall be evidenced by a
written Incentive Agreement. Among its other provisions, each Incentive
Agreement shall set forth the extent to which the Grantee shall have the right
to exercise the Stock Option following termination of the Grantee's Employment.
Such provisions shall be determined in the discretion of the Committee, shall be
included in the Grantee's Incentive Agreement and need not be uniform among all
Stock Options issued pursuant to the Plan.

                                       11
<PAGE>

     (b) Number of Shares. Each Stock Option shall specify the number of Shares
of Common Stock to which it pertains.

     (c) Exercise Price. The Option Price with respect to each Stock Option
shall be determined by the Committee; provided, however, that in the case of an
Incentive Stock Option, the Option Price shall not be less than one hundred
percent (100%) of the Fair Market Value per Share on the date the Incentive
Stock Option is granted (110% for 10% or greater stockholders pursuant to
Section 1.7(b)). To the extent that the Company is a Publicly Held Corporation
and the Stock Option is intended to qualify for the Performance-Based Exception,
the Option Price shall not be less than one hundred percent (100%) of the Fair
Market Value per Share on the date the Stock Option is granted. Each Stock
Option shall specify the method of exercise which shall be consistent with the
requirements of Section 2.3(a).

     (d) Term. In the Incentive Agreement, the Committee shall fix the term of
each Stock Option (which shall be not more than ten (10) years from the date of
grant for ISO grants; five (5) years for ISO grants to ten percent (10%) or
greater stockholders pursuant to Section 1.7(b)). In the event no term is fixed,
such term shall be ten (10) years from the date of grant.

     (e) Exercise. The Committee shall determine the time or times at which a
Stock Option may be exercised in whole or in part. Each Stock Option may specify
the required period of continuous Employment and/or the performance objectives
to be achieved before the Stock Option or portion thereof will become
exercisable. Each Stock Option, the exercise of which, or the timing of the
exercise of which, is dependent, in whole or in part, on the achievement of
designated performance objectives, may specify a minimum level of achievement in
respect of the specified performance objectives below which no Stock Options
will be exercisable and a method for determining the number of Stock Options
that will be exercisable if performance is at or above such minimum but short of
full achievement of the performance objectives. All such terms and conditions
shall be set forth in the Incentive Agreement.

     (f) $100,000 Annual Limit on Incentive Stock Options. Notwithstanding any
contrary provision in the Plan, to the extent that the aggregate Fair Market
Value (determined as of the time the Incentive Stock Option is granted) of the
Shares of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any Grantee during any single calendar year
(under the Plan and any other stock option plans of the Company and its
Subsidiaries or Parent) exceeds the sum of $100,000, such Incentive Stock Option
shall be treated as a Nonstatutory Stock Option to the extent in excess of the
$100,000 limit, and not an Incentive Stock Option, but all other terms and
provisions of such Stock Option shall remain unchanged. This paragraph shall be
applied by taking Incentive Stock Options into account in the order in which
they were granted and shall be construed in accordance with Section 422(d) of
the Code. In the absence of such regulations or other authority, or if such
regulations or other authority require or permit a designation of the Options
which shall cease to constitute Incentive Stock Options, then such Incentive
Stock Options, only to the extent of such excess, shall automatically be deemed
to be Nonstatutory Stock Options but all other terms and conditions of such
Incentive Stock Options, and the corresponding Incentive Agreement, shall remain
unchanged.

                                       12
<PAGE>

2.3      Stock Option Exercises

     (a) Method of Exercise and Payment. Stock Options shall be exercised by the
delivery of a signed written notice of exercise to the Company as of a date set
by the Company in advance of the effective date of the proposed exercise. The
notice shall set forth the number of Shares with respect to which the Option is
to be exercised, accompanied by full payment for the Shares.

     The Option Price upon exercise of any Stock Option shall be payable to the
Company in full either: (i) in cash or its equivalent, or (ii) subject to prior
approval by the Committee in its discretion, by tendering previously acquired
Shares having an aggregate Fair Market Value at the time of exercise equal to
the total Option Price (provided that the Shares which are tendered must have
been held by the Grantee for at least six (6) months prior to their tender to
satisfy the Option Price), or (iii) subject to prior approval by the Committee
in its discretion, by withholding Shares which otherwise would be acquired on
exercise having an aggregate Fair Market Value at the time of exercise equal to
the total Option Price, or (iv) subject to prior approval by the Committee in
its discretion, by a combination of (i), (ii), and (iii) above. Any payment in
Shares shall be effected by the surrender of such Shares to the Company in good
form for transfer and shall be valued at their Fair Market Value on the date
when the Stock Option is exercised. Unless otherwise permitted by the Committee
in its discretion, the Grantee shall not surrender, or attest to the ownership
of, Shares in payment of the Option Price if such action would cause the Company
to recognize compensation expense (or additional compensation expense) with
respect to the Stock Option for financial reporting purposes.

     The Committee, in its discretion, also may allow the Option Price to be
paid with such other consideration as shall constitute lawful consideration for
the issuance of Shares (including, without limitation, effecting a "cashless
exercise" with a broker of the Option), subject to applicable securities law
restrictions and tax withholdings, or by any other means which the Committee
determines to be consistent with the Plan's purpose and applicable law. A
"cashless exercise" of an Option is a procedure by which a broker provides the
funds to the Grantee to effect an Option exercise, to the extent consented to by
the Committee in its discretion. At the direction of the Grantee, the broker
will either (i) sell all of the Shares received when the Option is exercised and
pay the Grantee the proceeds of the sale (minus the Option Price, withholding
taxes and any fees due to the broker) or (ii) sell enough of the Shares received
upon exercise of the Option to cover the Option Price, withholding taxes and any
fees due the broker and deliver to the Grantee (either directly or through the
Company) a stock certificate for the remaining Shares. Dispositions to a broker
effecting a cashless exercise are not exempt under Section 16 of the Exchange
Act (if the Company is a Publicly Held Corporation). In no event will the
Committee allow the Option Price to be paid with a form of consideration,
including a loan or a "cashless exercise," if such form of consideration would
violate the Sarbanes-Oxley Act of 2002 as determined by the Committee in its
discretion.

                                       13
<PAGE>

     The Committee, in its discretion, may also allow an Option to be exercised
by a broker-dealer acting on behalf of the Grantee if (i) the broker-dealer has
received from the Grantee a duly endorsed Incentive Agreement evidencing such
Option and instructions signed by the Grantee requesting the Company to deliver
the shares of Common Stock subject to such Option to the broker-dealer on behalf
of the Grantee and specifying the account into which such shares should be
deposited, (ii) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise, and (iii) the broker-dealer and
the Grantee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12
CFR Part 220 (or its successor).

     As soon as practicable after receipt of a written notification of exercise
and full payment, the Company shall deliver, or cause to be delivered, to or on
behalf of the Grantee, in the name of the Grantee or other appropriate
recipient, Share certificates for the number of Shares purchased under the Stock
Option. Such delivery shall be effected for all purposes when the Company or a
stock transfer agent of the Company shall have deposited such certificates in
the United States mail, addressed to Grantee or other appropriate recipient.

     Subject to Section 5.2, during the lifetime of a Grantee, each Option
granted to him shall be exercisable only by the Grantee (or his legal guardian
in the event of his Disability) or by a broker-dealer acting on his behalf
pursuant to a cashless exercise under the foregoing provisions of this Section
2.3(a).

     (b) Restrictions on Share Transferability. The Committee may impose such
restrictions on any grant of Stock Options or on any Shares acquired pursuant to
the exercise of a Stock Option as it may deem advisable, including, without
limitation, restrictions under (i) any buy/sell agreement or right of first
refusal, non-competition, and any other agreement between the Company and any of
its securities holders or employees, (ii) any applicable federal securities
laws, (iii) the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, or (iv) any blue sky or state securities
law applicable to such Shares. Any certificate issued to evidence Shares issued
upon the exercise of an Incentive Award may bear such legends and statements as
the Committee shall deem advisable to assure compliance with federal and state
laws and regulations.

     Any Grantee or other person exercising an Incentive Award may be required
by the Committee to give a written representation that the Incentive Award and
the Shares subject to the Incentive Award will be acquired for investment and
not with a view to public distribution; provided, however, that the Committee,
in its sole discretion, may release any person receiving an Incentive Award from
any such representations either prior to or subsequent to the exercise of the
Incentive Award.

     (c) Notification of Disqualifying Disposition of Shares from Incentive
Stock Options. Notwithstanding any other provision of the Plan, a Grantee who
disposes of Shares of Common Stock acquired upon the exercise of an Incentive
Stock Option by a sale or exchange either (i) within two (2) years after the
date of the grant of the Incentive Stock Option under which the Shares were
acquired or (ii) within one (1) year after the transfer of such Shares to him
pursuant to exercise, shall promptly notify the Company of such disposition, the
amount realized and his adjusted basis in such Shares.

                                       14
<PAGE>

     (d) Proceeds of Option Exercise. The proceeds received by the Company from
the sale of Shares pursuant to Stock Options exercised under the Plan shall be
used for general corporate purposes.

2.4      Reload Options

     At the discretion of the Committee, the Grantee may be granted under an
Incentive Agreement, replacement Stock Options under the Plan that permit the
Grantee to purchase an additional number of Shares equal to the number of
previously owned Shares surrendered by the Grantee to pay for all or a portion
of the Option Price upon exercise of his Stock Options. The terms and conditions
of such replacement Stock Options shall be set forth in the Incentive Agreement.

2.5 Supplemental Payment on Exercise of Nonstatutory Stock Options or Stock
Appreciation Rights.

     The Committee, either at the time of grant or as of the time of exercise of
any Nonstatutory Stock Option or stock appreciation right, may provide in the
Incentive Agreement for a Supplemental Payment by the Company to the Grantee
with respect to the exercise of any Nonstatutory Stock Option or stock
appreciation right. The Supplemental Payment shall be in the amount specified by
the Committee, which amount shall not exceed the amount necessary to pay the
federal and state income tax payable with respect to both the exercise of the
Nonstatutory Stock Option and/or stock appreciation right and the receipt of the
Supplemental Payment, assuming the holder is taxed at either the maximum
effective income tax rate applicable thereto or at a lower tax rate as deemed
appropriate by the Committee in its discretion. The Committee shall have the
discretion to grant Supplemental Payments that are payable solely in cash or
Supplemental Payments that are payable in cash, Common Stock, or a combination
of both, as determined by the Committee at the time of payment.

                                   SECTION 3.

                                RESTRICTED STOCK

3.1      Award of Restricted Stock

     (a) Grant. In consideration of the performance of Employment by any Grantee
who is an Employee, Consultant or Outside Director, Shares of Restricted Stock
may be awarded under the Plan by the Committee with such restrictions during the
Restriction Period as the Committee may designate in its discretion, any of
which restrictions may differ with respect to each particular Grantee.
Restricted Stock shall be awarded for no additional consideration or such
additional consideration as the Committee may determine, which consideration may
be less than, equal to or more than the Fair Market Value of the shares of
Restricted Stock on the grant date. The terms and conditions of each grant of
Restricted Stock shall be evidenced by an Incentive Agreement.

                                       15
<PAGE>

     (b) Immediate Transfer Without Immediate Delivery of Restricted Stock.
Unless otherwise specified in the Grantee's Incentive Agreement, each Restricted
Stock Award shall constitute an immediate transfer of the record and beneficial
ownership of the Shares of Restricted Stock to the Grantee in consideration of
the performance of services as an Employee, Consultant or Outside Director, as
applicable, entitling such Grantee to all voting and other ownership rights in
such Shares.

     As specified in the Incentive Agreement, a Restricted Stock Award may limit
the Grantee's dividend rights during the Restriction Period in which the shares
of Restricted Stock are subject to a "substantial risk of forfeiture" (within
the meaning given to such term under Code Section 83) and restrictions on
transfer. In the Incentive Agreement, the Committee may apply any restrictions
to the dividends that the Committee deems appropriate. Without limiting the
generality of the preceding sentence, if the grant or vesting of Shares of
Restricted Stock granted to a Covered Employee, if applicable, is designed to
comply with the requirements of the Performance-Based Exception, the Committee
may apply any restrictions it deems appropriate to the payment of dividends
declared with respect to such Shares of Restricted Stock, such that the
dividends and/or the Shares of Restricted Stock maintain eligibility for the
Performance-Based Exception. In the event that any dividend constitutes a
derivative security or an equity security pursuant to the rules under Section 16
of the Exchange Act, if applicable, such dividend shall be subject to a vesting
period equal to the remaining vesting period of the Shares of Restricted Stock
with respect to which the dividend is paid.

     Shares awarded pursuant to a grant of Restricted Stock may be issued in the
name of the Grantee and held, together with a stock power endorsed in blank, by
the Committee or Company (or their delegates) or in trust or in escrow pursuant
to an agreement satisfactory to the Committee, as determined by the Committee,
until such time as the restrictions on transfer have expired. All such terms and
conditions shall be set forth in the particular Grantee's Incentive Agreement.
The Company or Committee (or their delegates) shall issue to the Grantee a
receipt evidencing the certificates held by it which are registered in the name
of the Grantee.

3.2      Restrictions

     (a) Forfeiture of Restricted Stock. Restricted Stock awarded to a Grantee
may be subject to the following restrictions until the expiration of the
Restriction Period: (i) a restriction that constitutes a "substantial risk of
forfeiture" (as defined in Code Section 83), or a restriction on
transferability; (ii) unless otherwise specified by the Committee in the
Incentive Agreement, the Restricted Stock that is subject to restrictions which
are not satisfied shall be forfeited and all rights of the Grantee to such
Shares shall terminate; and (iii) any other restrictions that the Committee
determines in advance are appropriate, including, without limitation, rights of
repurchase or first refusal in the Company or provisions subjecting the
Restricted Stock to a continuing substantial risk of forfeiture in the hands of
any transferee. Any such restrictions shall be set forth in the particular
Grantee's Incentive Agreement.

                                       16
<PAGE>

     (b) Issuance of Certificates. Reasonably promptly after the date of grant
with respect to Shares of Restricted Stock, the Company shall cause to be issued
a stock certificate, registered in the name of the Grantee to whom such Shares
of Restricted Stock were granted, evidencing such Shares; provided, however,
that the Company shall not cause to be issued such a stock certificate unless it
has received a stock power duly endorsed in blank with respect to such Shares.
Each such stock certificate shall bear the following legend or any other legend
approved by the Company:

     The transferability of this certificate and the shares of stock represented
hereby are subject to the restrictions, terms and conditions (including
forfeiture and restrictions against transfer) contained in the Gexa Corp. 2004
Incentive Plan and an Incentive Agreement entered into between the registered
owner of such shares and Gexa Corp. A copy of the Plan and Incentive Agreement
are on file in the corporate offices of Gexa Corp.

     Such legend shall not be removed from the certificate evidencing such
Shares of Restricted Stock until such Shares vest pursuant to the terms of the
Incentive Agreement.

     (c) Removal of Restrictions. The Committee, in its discretion, shall have
the authority to remove any or all of the restrictions on the Restricted Stock
if it determines that, by reason of a change in applicable law or another change
in circumstance arising after the grant date of the Restricted Stock, such
action is appropriate.

     3.3 Delivery of Shares of Common Stock

     Subject to withholding taxes under Section 6.3 and to the terms of the
Incentive Agreement, a stock certificate evidencing the Shares of Restricted
Stock with respect to which the restrictions in the Incentive Agreement have
been satisfied shall be delivered to the Grantee or other appropriate recipient
free of restrictions. Such delivery shall be effected for all purposes when the
Company shall have deposited such certificate in the United States mail,
addressed to the Grantee or other appropriate recipient.

     3.4 Supplemental Payment on Vesting of Restricted Stock

     The Committee, either at the time of grant or vesting of Restricted Stock,
may provide for a Supplemental Payment by the Company to the holder in an amount
specified by the Committee, which amount shall not exceed the amount necessary
to pay the federal and state income tax payable with respect to both the vesting
of the Restricted Stock and receipt of the Supplemental Payment, assuming the
Grantee is taxed at either the maximum effective income tax rate applicable
thereto or at a lower tax rate as deemed appropriate by the Committee in its
discretion. The Committee shall have the discretion to grant Supplemental
Payments that are payable solely in cash or Supplemental Payments that are
payable in cash, Common Stock, or a combination of both, as determined by the
Committee at the time of payment.

                                       17
<PAGE>

                                   SECTION 4.

                            OTHER STOCK-BASED AWARDS

4.1      Grant of Other Stock-Based Awards

     Other Stock-Based Awards may be awarded by the Committee to selected
Grantees that are denominated or payable in, valued in whole or in part by
reference to, or otherwise related to, Shares of Common Stock, as deemed by the
Committee to be consistent with the purposes of the Plan and the goals of the
Company. Types of Other Stock-Based Awards include, without limitation, purchase
rights, Shares of Common Stock awarded which are not subject to any restrictions
or conditions, convertible or exchangeable debentures, other rights convertible
into Shares, Incentive Awards valued by reference to the value of securities of,
or the performance of, the Company or a specified Subsidiary, division or
department, and settlement in cancellation of rights of any person with a vested
interest in any other plan, fund, program or arrangement that is or was
sponsored, maintained or participated in by the Company or any Parent or
Subsidiary. As is the case with other Incentive Awards, Other Stock-Based Awards
may be awarded either alone or in addition to or in tandem with any other
Incentive Awards.

4.2      Other Stock-Based Award Terms

     (a) Written Agreement. The terms and conditions of each grant of an Other
Stock-Based Award shall be evidenced by an Incentive Agreement.

     (b) Purchase Price. Except to the extent that an Other Stock-Based Award is
granted in substitution for an outstanding Incentive Award or is delivered upon
exercise of a Stock Option, the amount of consideration required to be received
by the Company shall be either (i) no consideration other than services actually
rendered (in the case of authorized and unissued shares) or to be rendered, or
(ii) in the case of an Other Stock-Based Award in the nature of a purchase
right, consideration (other than services rendered or to be rendered) at least
equal to fifty percent (50%) of the Fair Market Value of the Shares covered by
such grant on the date of grant (or such percentage higher than 50% that is
required by any applicable tax or securities law). To the extent that the
Company is a Publicly Held Corporation and that a stock appreciation right is
intended to qualify for the Performance-Based Exception, the exercise price per
share of Common Stock shall not be less than one hundred percent (100%) of Fair
Market Value of a share of Common Stock on the date of the grant of the stock
appreciation right.

     (c) Performance Criteria and Other Terms. In its discretion, the Committee
may specify such criteria, periods or goals for vesting in Other Stock-Based
Awards and payment thereof to the Grantee as it shall determine; and the extent
to which such criteria, periods or goals have been met shall be determined by
the Committee. All terms and conditions of Other Stock-Based Awards shall be
determined by the Committee and set forth in the Incentive Agreement.

     (d) Payment. Other Stock-Based Awards may be paid in Shares of Common Stock
or other consideration related to such Shares, in a single payment or in
installments on such dates as determined by the Committee, all as specified in
the Incentive Agreement.

                                       18
<PAGE>

     (e) Dividends. The Grantee of an Other Stock-Based Award shall not be
entitled to receive, currently or on a deferred basis, dividends or dividend
equivalents with respect to the number of Shares covered by the Other
Stock-Based Award, unless (and to the extent) otherwise as determined by the
Committee and set forth in the Incentive Agreement. The Committee may also
provide in the Incentive Agreement that the amounts of any dividends or dividend
equivalent shall be deemed to have been reinvested in additional Shares of
Common Stock.

4.3      Performance Awards

     (a) Grant. During the period the Company is a Publicly Held Corporation,
the Committee is authorized to grant Performance Awards to selected Grantees who
are Employees or Consultants. Performance Awards may be by reference to
Performance Shares or Performance Units. Each grant of Performance Awards shall
he evidenced by an Incentive Agreement in such amounts and upon such terms as
shall be determined by the Committee. The Committee may make grants of
Performance Awards in such a manner that more than one Performance Period is in
progress concurrently. For each Performance Period, the Committee shall
establish the number of Performance Awards and their contingent values which may
vary depending on the degree to which performance criteria established by the
Committee are met.

     (b) Performance Criteria. The Committee may establish performance goals
applicable to Performance Awards based upon criteria in one or more of the
following categories: (i) performance of the Company as a whole, (ii)
performance of a segment of the Company's business, and (iii) individual
performance. Performance criteria for the Company shall relate to the
achievement of predetermined financial and operating objectives for the Company
and its Subsidiaries on a consolidated basis. Performance criteria for a segment
of the Company's business shall relate to the achievement of financial and
operating objectives of the segment for which the participant is accountable.
Examples of performance criteria shall include (but are not limited to) pre-tax
or after-tax profit levels, including: earnings per share, earnings before
interest and taxes, earnings before interest, taxes, depreciation and
amortization, net operating profits after tax, and net income; total stockholder
return; return on assets, equity, capital or investment; cash flow and cash flow
return on investment; economic value added and economic profit; growth in
earnings per share; levels of operating expense and maintenance expense or
measures of customer satisfaction and customer service as determined from time
to time including the relative improvement therein. Individual performance
criteria shall relate to a participants overall performance, taking into
account, among other measures of performance, the attainment of individual goals
and objectives. The performance goals may differ among participants.

     (c) Modification. If the Committee determines, in its discretion exercised
in good faith, that the established performance measures or objectives are no
longer suitable to the Company's objectives because of a change in the Company's
business, operations, corporate structure, capital structure, or other
conditions the Committee deems to be appropriate, the Committee may modify the
performance measures and objectives to the extent it considers such modification
to be necessary. The Committee shall not permit any such modification that would
cause the Performance Awards to fail to qualify for the Performance-Based
Exception, if applicable.

                                       19
<PAGE>

     (d) Payment. The basis for payment of Performance Awards for a given
Performance Period shall be the achievement of those performance objectives
determined by the Committee at the beginning of the Performance Period as
specified in the Grantee's Incentive Agreement. If minimum performance is not
achieved for a Performance Period, no payment shall be made and all contingent
rights shall cease. If minimum performance is achieved or exceeded, the number
of Performance Awards may be based on the degree to which actual performance
exceeded the pre-established minimum performance standards. The amount of
payment shall be determined by multiplying the number of Performance Awards
granted at the beginning of the Performance Period times the final Performance
Award value. Payments shall be made, in the discretion of the Committee as
specified in the Incentive Agreement.

     (e) Special Rule for Covered Employees. No later than the ninetieth (90th)
day following the beginning of a Performance Period (or twenty-five percent
(25%) of the Performance Period) the Committee shall establish performance goals
as described in Section 4.3 applicable to Performance Awards awarded to Covered
Employees in such a manner as shall permit payments with respect thereto to
qualify for the Performance-Based Exception, if applicable. If a Performance
Award granted to a Covered Employee is intended to comply with the
Performance-Based Exception, the Committee in establishing performance goals
shall comply with Treasury Regulation ss. l.162-27(e)(2) (or its successor). As
soon as practicable following the Company's determination of the Company's
financial results for any Performance Period, the Committee shall certify in
writing: (i) whether the Company achieved its minimum performance for the
objectives for the Performance Period, (ii) the extent to which the Company
achieved its performance objectives for the Performance Period, (iii) any other
terms that are material to the grant of Performance Awards, and (iv) the
calculation of the payments, if any, to be paid to each Grantee for the
Performance Period.

     (f) Supplemental Payment on Vesting of Performance Units or Performance
Shares. The Committee, either at the time of grant or at the time of vesting of
Performance Units or Performance Shares, may provide for a Supplemental Payment
by the Company to the Grantee in an amount specified by the Committee, which
amount shall not exceed the amount necessary to pay the federal and state income
tax payable with respect to both the vesting of such Performance Units or
Performance Shares and receipt of the Supplemental Payment, assuming the Grantee
is taxed at either the maximum effective income tax rate applicable thereto or
at a lower tax rate as seemed appropriate by the Committee in its discretion.
The Committee shall have the discretion to grant Supplemental Payments that are
payable in cash, Common Stock, or a combination of both, as determined by the
Committee at the time of payment.

                                       20
<PAGE>

4.4      Automatic Grants to Non-Employee Directors

     (a) The Grant. Each director who is on the Effective Date a member of the
Board and who is not an Employee of the Company, its Parent or Subsidiaries
("Non-Employee Director") shall, on October 28, 2004, be granted a Nonstatutory
Stock Option to purchase 20,000 Shares of Common Stock for the Fair Market Value
on the date of grant for a term of ten years. Each Non-Employee Director who is
not a member of the Board on the Effective Date shall, on the date (that is a
date after the Effective Date) that he or she is initially elected or appointed
a director on the Board, be granted a Nonstatutory Stock Option to purchase
20,000 Shares of Common Stock for the Fair Market Value on the date of such
grant for a term of ten years. Thereafter, on the first business day following
the annual meeting of the Company stockholders of each subsequent year in which
such person is still serving as a Non-Employee Director of the Board (whether or
not such director's term has been continuous), he or she shall automatically be
granted a Nonqualified Stock Option to purchase an additional 20,000 shares of
Common Stock for the Fair Market Value on the date of such grant for a term of
ten years.

     (b) Applicable Provisions. The provisions in this Plan including, but not
limited to, provisions related to Nonqualified Stock Options in Sections 2 and
5, shall apply to such grants under this Section 4.4. Unless specifically
provided otherwise in the applicable Incentive Award, the grants under Section
4.4(a) shall vest as follows: 33.3% of the total Shares granted one (1) year
after the date of grant; 66.6% of the total Shares granted two (2) years after
the date of grant; and 100% of the total Shares granted three (3) years after
the date of grant.

4.5      Stock Grants to Non-Employee Directors

     Each director who is a Non-Employee Director may elect to receive a grant
of Common Stock in lieu of all or a part of any cash compensation to which he is
entitled to receive from the Company in connection with his services as an
Non-Employee Director for a period commencing on the date of the Company's
annual stockholder's meeting and ending one year thereafter ("Applicable
Period"). A grant of Common Stock under this Section shall be equal to a number
of Shares with a Fair Market Value equal to the amount of cash compensation to
which the Non-Employee Director is entitled to receive from the Company for his
services as a Non-Employee Director for the Applicable Period, and the Shares
shall be issued and valued on the date(s) which is the same date(s) that the
cash compensation would otherwise have been paid by the Company; provided, that
no fractional shares shall be issued. The Non-Employee Director must make an
election under this Section 4.5 in writing on or prior to the date of the
Company's annual stockholder's meeting for the Applicable Period and such grant
shall be subject to the Plan and any other terms and conditions as determined by
the Committee.

                                       21
<PAGE>

                                   SECTION 5.

                    PROVISIONS RELATING TO PLAN PARTICIPATION

5.1      Plan Conditions

     (a) Incentive Agreement. Each Grantee to whom an Incentive Award is granted
shall be required to enter into an Incentive Agreement with the Company, in such
a form as is provided by the Committee. The Incentive Agreement shall contain
specific terms as determined by the Committee, in its discretion, with respect
to the Grantee's particular Incentive Award. Such terms need not be uniform
among all Grantees or any similarly situated Grantees. The Incentive Agreement
may include, without limitation, vesting, forfeiture and other provisions
particular to the particular Grantee's Incentive Award, as well as, for example,
provisions to the effect that the Grantee (i) shall not disclose any
confidential information acquired during Employment with the Company, (ii) shall
abide by all the terms and conditions of the Plan and such other terms and
conditions as may be imposed by the Committee, (iii) shall not interfere with
the employment or other service of any employee, (iv) shall not compete with the
Company or become involved in a conflict of interest with the interests of the
Company, (v) shall forfeit an Incentive Award if terminated for Cause, (vi)
shall not be permitted to make an election under Section 83(b) of the Code when
applicable, and (vii) shall be subject to any other agreement between the
Grantee and the Company regarding Shares that may be acquired under an Incentive
Award including, without limitation, an agreement restricting the
transferability of Shares by Grantee. An Incentive Agreement shall include such
terms and conditions as are determined by the Committee, in its discretion, to
be appropriate with respect to any individual Grantee. The Incentive Agreement
shall be signed by the Grantee to whom the Incentive Award is made and by an
Authorized Officer.

     (b) No Right to Employment. Nothing in the Plan or any instrument executed
pursuant to the Plan shall create any Employment rights (including without
limitation, rights to continued Employment) in any Grantee or affect the right
of the Company to terminate the Employment of any Grantee at any time without
regard to the existence of the Plan.

     (c) Securities Requirements. The Company shall be under no obligation to
effect the registration pursuant to the Securities Act of 1933 of any Shares of
Common Stock to be issued hereunder or to effect similar compliance under any
state laws. Notwithstanding anything herein to the contrary, the Company shall
not be obligated to cause to be issued or delivered any certificates evidencing
Shares pursuant to the Plan unless and until the Company is advised by its
counsel that the issuance and delivery of such certificates is in compliance
with all applicable laws, regulations of governmental authorities, and the
requirements of any securities exchange on which Shares are traded. The
Committee may require, as a condition of the issuance and delivery of
certificates evidencing Shares of Common Stock pursuant to the terms hereof,
that the recipient of such Shares make such covenants, agreements and
representations, and that such certificates bear such legends, as the Committee,
in its discretion, deems necessary or desirable.

                                       22
<PAGE>

     If the Shares issuable on exercise of an Incentive Award are not registered
under the Securities Act of 1933, the Company may imprint on the certificate for
such Shares the following legend or any other legend which counsel for the
Company considers necessary or advisable to comply with the Securities Act of
1933:

     THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON
RECEIPT BY THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, THAT
REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER.

5.2      Transferability and Exercisability

     Incentive Awards granted under the Plan shall not be transferable or
assignable other than: (a) by will or the laws of descent and distribution or
(b) pursuant to a qualified domestic relations order (as defined by Section
414(p) of the Code); provided, however, only with respect to Incentive Awards of
Nonstatutory Stock Options, the Committee may, in its discretion, authorize all
or a portion of the Nonstatutory Stock Options to be granted on terms which
permit transfer by the Grantee to (i) the members of the Grantee's Immediate
Family, (ii) a trust or trusts for the exclusive benefit of such Immediate
Family, or (iii) a partnership in which such members of such Immediate Family
are the only partners, provided that (A) there may be no consideration for any
such transfer, (B) the Incentive Agreement pursuant to which such Nonstatutory
Stock Options are granted must be approved by the Committee, and must expressly
provide for transferability in a manner consistent with this Section 5.2, and
(C) subsequent transfers of transferred Options shall be prohibited except in
accordance with clauses (a) and (b) (above) of this sentence. Following any
permitted transfer, any Incentive Award shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that the term "Grantee" shall be deemed to refer to the transferee. The
termination of employment events of Section 5.6 and in the Incentive Agreement
shall continue to be applied with respect to the original Grantee, and the
Incentive Award shall be exercisable by the transferee only to the extent, and
for the periods, specified in the Incentive Agreement.

     Except as may otherwise be permitted under the Code, in the event of a
permitted transfer of a Nonstatutory Stock Option hereunder, the original
Grantee shall remain subject to withholding taxes upon exercise. In addition,
the Company shall have no obligation to provide any notices to a transferee
including, for example, of the termination of an Incentive Award following the
original Grantee's termination of employment.

                                       23
<PAGE>

     In the event that a Grantee terminates employment with the Company to
assume a position with a governmental, charitable, educational or other
nonprofit institution, the Committee may, in its discretion, subsequently
authorize a third party, including but not limited to a "blind" trust, to act on
behalf of and for the benefit of such Grantee regarding any outstanding
Incentive Awards held by the Grantee subsequent to such termination of
employment. If so permitted by the Committee, a Grantee may designate a
beneficiary or beneficiaries to exercise the rights of the Grantee and receive
any distribution under the Plan upon the death of the Grantee.

     No transfer by will or by the laws of descent and distribution shall be
effective to bind the Company unless the Committee has been furnished with a
copy of the deceased Grantee's enforceable will or such other evidence as the
Committee deems necessary to establish the validity of the transfer. Any
attempted transfer in violation of this Section 5.2 shall be void and
ineffective. All determinations under this Section 5.2 shall be made by the
Committee in its discretion.

5.3      Rights as a Stockholder

     (a) No Stockholder Rights. Except as otherwise provided in Section 3.1(b)
for grants of Restricted Stock, a Grantee of an Incentive Award (or a permitted
transferee of such Grantee) shall have no rights as a stockholder with respect
to any Shares of Common Stock until the issuance of a stock certificate for such
Shares.

     (b) Representation of Ownership. In the case of the exercise of an
Incentive Award by a person or estate acquiring the right to exercise such
Incentive Award by reason of the death or Disability of a Grantee, the Committee
may require reasonable evidence as to the ownership of such Incentive Award or
the authority of such person and may require such consents and releases of
taxing authorities as the Committee may deem advisable.

5.4      Listing and Registration of Shares of Common Stock

     The exercise of any Incentive Award granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that the
issuance and delivery of Shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authorities and
the requirements of any securities exchange on which Shares of Common Stock are
traded. The Committee may, in its discretion, defer the effectiveness of any
exercise of an Incentive Award in order to allow the issuance of Shares of
Common Stock to be made pursuant to a registration statement, or an exemption
from registration, or other methods for compliance available under federal or
state securities laws. The Committee shall inform the Grantee in writing of its
decision to defer the effectiveness of the exercise of an Incentive Award.
During the period that the effectiveness of the exercise of an Incentive Award
has been deferred, the Grantee may, by written notice to the Committee, withdraw
such exercise and obtain the refund of any amount paid with respect thereto.

                                       24
<PAGE>

5.5      Change in Stock and Adjustments

     (a) Changes in Law or Circumstances. Subject to Section 5.7 (which only
applies in the event of a Change in Control), in the event of any change in
applicable law or any change in circumstances which results in or would result
in any dilution of the rights granted under the Plan, or which otherwise
warrants an equitable adjustment because it interferes with the intended
operation of the Plan, then, if the Committee should so determine, in its
absolute discretion, that such change equitably requires an adjustment in the
number or kind of shares of stock or other securities or property theretofore
subject, or which may become subject, to issuance or transfer under the Plan or
in the terms and conditions of outstanding Incentive Awards, such adjustment
shall be made in accordance with such determination. Such adjustments may
include changes with respect to (i) the aggregate number of Shares that may be
issued under the Plan, (ii) the number of Shares subject to Incentive Awards,
and (iii) the Option Price or other price per Share for outstanding Incentive
Awards. Any adjustment under this paragraph of an outstanding Incentive Stock
Option shall be made only to the extent not constituting a "modification" within
the meaning of Section 424(h)(3) of the Code unless otherwise agreed to by the
Grantee in writing. The Committee shall give notice to each applicable Grantee
of such adjustment which shall be effective and binding.

     (b) Exercise of Corporate Powers. The existence of the Plan or outstanding
Incentive Awards hereunder shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalization, reorganization or other changes in the Company's capital
structure or its business or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding whether of a
similar character or otherwise.

     (c) Recapitalization of the Company. Subject to Section 5.7 (which only
applies in the event of a Change in Control), if while there are Incentive
Awards outstanding, the Company shall effect any subdivision or consolidation of
Shares of Common Stock or other capital readjustment, the payment of a stock
dividend, stock split, combination of Shares, recapitalization or other increase
or reduction in the number of Shares outstanding, without receiving compensation
therefor in money, services or property, then the number of Shares available
under the Plan and the number of Incentive Awards which may thereafter be
exercised shall (i) in the event of an increase in the number of Shares
outstanding, be proportionately increased and the Option Price or Fair Market
Value of the Incentive Awards awarded shall be proportionately reduced; and (ii)
in the event of a reduction in the number of Shares outstanding, be
proportionately reduced, and the Option Price or Fair Market Value of the
Incentive Awards awarded shall be proportionately increased. The Committee shall
take such action and whatever other action it deems appropriate, in its
discretion, so that the value of each outstanding Incentive Award to the Grantee
shall not be adversely affected by a corporate event described in this
subsection (c).

                                       25
<PAGE>

     (d) Issue of Common Stock by the Company. Except as hereinabove expressly
provided in this Section 5.5 and subject to Section 5.7 in the event of a Change
in Control, the issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon any conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of, or Option Price or Fair Market Value of, any Incentive Awards
then outstanding under previously granted Incentive Awards; provided, however,
in such event, outstanding Shares of Restricted Stock shall be treated the same
as outstanding unrestricted Shares of Common Stock.

     (e) Assumption under the Plan of Outstanding Stock Options. Notwithstanding
any other provision of the Plan, the Committee, in its absolute discretion, may
authorize the assumption and continuation under the Plan of outstanding and
unexercised stock options or other types of stock-based incentive awards that
were granted under a stock option plan (or other type of stock incentive plan or
agreement) that is or was maintained by a corporation or other entity that was
merged into, consolidated with, or whose stock or assets were acquired by, the
Company as the surviving corporation. Any such action shall be upon such terms
and conditions as the Committee, in its discretion, may deem appropriate,
including provisions to preserve the holder's rights under the previously
granted and unexercised stock option or other stock-based incentive award, such
as, for example, retaining an existing exercise price under an outstanding stock
option. Any such assumption and continuation of any such previously granted and
unexercised incentive award shall be treated as an outstanding Incentive Award
under the Plan and shall thus count against the number of Shares reserved for
issuance pursuant to Section 1.4. In addition, any Shares issued by the Company
through the assumption or substitution of outstanding grants from an acquired
company shall reduce the Shares available for grants under Section 1.4.

     (f) Assumption of Incentive Awards by a Successor. Subject to the
accelerated vesting and other provisions of Section 5.7 that apply in the event
of a Change in Control, in the event of a Corporate Event (defined below), each
Grantee shall be entitled to receive, in lieu of the number of Shares subject to
Incentive Awards, such shares of capital stock or other securities or property
as may be issuable or payable with respect to or in exchange for the number of
Shares which Grantee would have received had he exercised the Incentive Award
immediately prior to such Corporate Event, together with any adjustments
(including, without limitation, adjustments to the Option Price and the number
of Shares issuable on exercise of outstanding Stock Options). For this purpose,
Shares of Restricted Stock shall be treated the same as unrestricted outstanding
Shares of Common Stock. A "Corporate Event" means any of the following: (i) a
dissolution or liquidation of the Company, (ii) a sale of all or substantially
all of the Company's assets, or (iii) a merger, consolidation or combination
involving the Company (other than a merger, consolidation or combination (A) in
which the Company is the continuing or surviving corporation and (B) which does
not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof). The
Committee shall take whatever other action it deems appropriate to preserve the
rights of Grantees holding outstanding Incentive Awards.

                                       26
<PAGE>

     Notwithstanding the previous paragraph of this Section 5.5(f), but subject
to the accelerated vesting and other provisions of Section 5.7 that apply in the
event of a Change in Control, in the event of a Corporate Event (described in
the previous paragraph), the Committee, in its discretion, shall have the right
and power to:

     (i) cancel, effective immediately prior to the occurrence of the Corporate
Event, each outstanding Incentive Award (whether or not then exercisable) and,
in full consideration of such cancellation, pay to the Grantee an amount in cash
equal to the excess of (A) the value, as determined by the Committee, of the
property (including cash) received by the holders of Common Stock as a result of
such Corporate Event over (B) the exercise price of such Incentive Award, if
any; provided, however, this subsection (i) shall be inapplicable to an
Incentive Award granted within six (6) months before the occurrence of the
Corporate Event but only if the Grantee is an Insider and such disposition is
not exempt under Rule 16b-3 (or other rules preventing liability of the Insider
under Section 16(b) of the Exchange Act) and, in that event, the provisions
hereof shall be applicable to such Incentive Award after the expiration of six
(6) months from the date of grant; or

     (ii) provide for the exchange or substitution of each Incentive Award
outstanding immediately prior to such Corporate Event (whether or not then
exercisable) for another award with respect to the Common Stock or other
property for which such Incentive Award is exchangeable and, incident thereto,
make an equitable adjustment as determined by the Committee, in its discretion,
in the Option Price or exercise price of the Incentive Award, if any, or in the
number of Shares or amount of property (including cash) subject to the Incentive
Award; or

     (iii) provide for assumption of the Plan and such outstanding Incentive
Awards by the surviving entity or its parent.

     The Committee, in its discretion, shall have the authority to take whatever
action it deems to be necessary or appropriate to effectuate the provisions of
this subsection (f).

5.6      Termination of Employment, Death, Disability and Retirement

     (a) Termination of Employment. Unless otherwise expressly provided in the
Grantee's Incentive Agreement, if the Grantee's Employment is terminated for any
reason other than due to his death, Disability, Retirement or for Cause, any
non-vested portion of any Stock Option or other applicable Incentive Award at
the time of such termination shall automatically expire and terminate and no
further vesting shall occur after the termination date. In such event, except as
otherwise expressly provided in his Incentive Agreement, the Grantee shall be
entitled to exercise his rights only with respect to the portion of the
Incentive Award that was vested as of the termination date for a period that
shall end on the earlier of (i) the expiration date set forth in the Incentive
Agreement with respect to the vested portion of such Incentive Award or (ii) the
date that occurs ninety (90) days after his termination date (not to exceed
three (3) months in the case of an ISO). Unless otherwise expressly provided in
his Incentive Agreement, a Grantee's Employment shall not be deemed to have been
terminated if a Grantee who is an Employee becomes a Consultant or Outside
Director immediately upon his termination of employment with the Company, or if
a Grantee's status otherwise changes between or among Employee, Consultant or
Outside Director without a gap in service for the Company in any such capacity.
All determinations regarding whether and when there has been a termination of
Employment shall be made by the Committee.

                                       27
<PAGE>

     (b) Termination of Employment for Cause. Unless otherwise expressly
provided in the Grantee's Incentive Agreement, in the event of the termination
of a Grantee's Employment for Cause, all vested and non-vested Stock Options and
other Incentive Awards granted to such Grantee shall immediately expire, and
shall not be exercisable to any extent, as of 12:01 a.m. (CST) on the date of
such termination of Employment.

     (c) Retirement. Unless otherwise expressly provided in the Grantee's
Incentive Agreement, upon the Retirement of any Employee who is a Grantee:

     (i) any non-vested portion of any outstanding Option or other Incentive
Award shall immediately terminate and no further vesting shall occur; and

     (ii) any vested Option or other Incentive Award shall expire on the earlier
of (A) the expiration date set forth in the Incentive Agreement for such
Incentive Award; or (B) the expiration of (1) six (6) months after the date of
Retirement in the case of any Incentive Award other than an Incentive Stock
Option, or (2) three (3) months after termination of employment in the case of
an Incentive Stock Option.

     (d) Disability or Death. Unless otherwise expressly provided in the
Grantee's Incentive Agreement, upon termination of Employment as a result of the
Grantee's Disability or death:

     (i) any nonvested portion of any outstanding Option or other applicable
Incentive Award shall immediately terminate upon termination of Employment and
no further vesting shall occur; and

     (ii) any vested Incentive Award shall expire on the earlier of either (A)
the expiration date set forth in the Incentive Agreement or (B) the one (1) year
anniversary date of the Grantee's termination of Employment date.

     In the case of any vested Incentive Stock Option held by an Employee
following termination of Employment, notwithstanding the definition of
"Disability" in Section 1.2, whether the Employee has incurred a "Disability"
for purposes of determining the length of the Option exercise period following
termination of Employment under this paragraph (d) shall be determined by
reference to Section 22(e)(3) of the Code to the extent required by Section
422(c)(6) of the Code. The Committee shall determine whether a Disability for
purposes of this subsection (d) has occurred.

                                       28
<PAGE>

     (e) Continuation. Subject to the conditions and limitations of the Plan and
applicable law and regulation in the event that a Grantee ceases to be an
Employee, Outside Director or Consultant, as applicable, for whatever reason,
the Committee and Grantee may mutually agree with respect to any outstanding
Option or other Incentive Award then held by the Grantee (i) for an acceleration
or other adjustment in any vesting schedule applicable to the Incentive Award,
(ii) for a continuation of the exercise period following termination for a
longer period than is otherwise provided under such Incentive Award, or (iii) to
any other change in the terms and conditions of the Incentive Award. In the
event of any such change to an outstanding Inventive Award, a written amendment
to the Grantee's Incentive Agreement shall be required.

5.7      Change in Control

     Notwithstanding any contrary provision in the Plan, in the event of a
Change in Control (as defined below) the following actions shall automatically
occur as of the day immediately preceding the Change in Control date unless
expressly provided otherwise in the Grantee's Incentive Agreement:

     (a) all of the Stock Options then outstanding shall become one hundred
percent (100%) vested and immediately and fully exercisable;

     (b) all of the restrictions and conditions of any Restricted Stock and any
Other Stock-Based Awards then outstanding shall be deemed satisfied, and the
Restriction Period with respect thereto shall be deemed to have expired; and

     (c) all of the Other Stock-Based Awards shall become fully vested, deemed
earned in full, and promptly paid within thirty (30) days to the affected
Grantees without regard to payment schedules and notwithstanding that the
applicable performance cycle, retention cycle or other restrictions and
conditions have not been completed or satisfied.

     Notwithstanding any other provision of the Plan, unless otherwise expressly
provided in the Grantee's Incentive Agreement, the provisions of this Section
5.7 may not be terminated, amended, or modified to adversely affect any
Incentive Award theretofore granted under the Plan without the prior written
consent of the Grantee with respect to his outstanding Incentive Awards subject,
however, to the last paragraph of this Section 5.7.

     For all purposes of this Plan, a "Change in Control" of the Company shall
be deemed to occur if:

     (a) There is an acquisition by a "person" as such term is used in Sections
13(d) and 14(d) of the Exchange Act (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent
(50%) or more of the total voting power of all the Company's then outstanding
securities entitled to vote generally in the election of directors to the Board;
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change in Control: (i) any acquisition by
the Company or its Parent or Subsidiaries, (ii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or its
Parent or Subsidiaries, or (iii) any acquisition consummated with the prior
approval of the Board; or

                                       29
<PAGE>

     (b) During a period of two consecutive calendar years, individuals who at
the beginning of such period constitute the Board, and any new director(s) whose
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least a majority of the directors then still in
office, who either were directors at the beginning of the two (2) year period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority of the Board; or

     (c) The Company becomes a party to a merger, plan of reorganization,
consolidation or share exchange in which either (i) the Company will not be the
surviving corporation or (ii) the Company will be the surviving corporation and
any outstanding shares of the Common Stock will be converted into shares of any
other company (other than a reincorporation or the establishment of a holding
company involving no change of ownership of the Company) or other securities,
cash or other property (excluding payments made solely for fractional shares);
or

     (d) The stockholders of the Company approve a merger, plan of
reorganization, consolidation or share exchange with any other corporation, and
immediately following such merger, plan of reorganization, consolidation or
share exchange the holders of the voting securities of the Company outstanding
immediately prior thereto hold securities representing fifty percent (50%) or
less of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger, plan of
reorganization, consolidation or share exchange; provided, however, that
notwithstanding the foregoing, no Change in Control shall be deemed to have
occurred if one-half (1/2) or more of the members of the Board of the Company or
such surviving entity immediately after such merger, plan of reorganization,
consolidation or share exchange is comprised of persons who served as directors
of the Company immediately prior to such merger, plan of reorganization,
consolidation or share exchange or who are otherwise designees of the Company;
or

     (e) Upon approval by the Company's stockholders of a complete liquidation
and dissolution of the Company or the sale or other disposition of all or
substantially all of the assets of the Company other than to a Parent or
Subsidiary; or

     (f) Any other event that a majority of the Board, in its sole discretion,
shall determine constitutes a Change in Control hereunder.

     Notwithstanding the occurrence of any of the foregoing events of this
Section 5.7 which would otherwise result in a Change in Control, the Board may
determine in its discretion, if it deems it to be in the best interest of the
Company, that an event or events otherwise constituting a Change in Control
shall not be deemed a Change in Control hereunder. Such determination shall be
effective only if it is made by the Board prior to the occurrence of an event
that otherwise would be a Change in Control, or after such event if made by the
Board a majority of which is composed of directors who were members of the Board
immediately prior to the event that otherwise would be or probably would lead to
a Change in Control.

                                       30
<PAGE>

5.8      Exchange of Incentive Awards

     The Committee may, in its discretion, permit any Grantee to surrender
outstanding Incentive Awards in order to exercise or realize his rights under
other Incentive Awards or in exchange for the grant of new Incentive Awards, or
require holders of Incentive Awards to surrender outstanding Incentive Awards
(or comparable rights under other plans or arrangements) as a condition
precedent to the grant of new Incentive Awards.

5.9      Financing

     To the extent permitted by the Sarbanes-Oxley Act of 2002 or other
applicable law, the Company may extend and maintain, or arrange for and
guarantee, the extension and maintenance of financing to any Grantee to purchase
Shares pursuant to exercise of an Incentive Award upon such terms as are
approved by the Committee and the Board in their discretion.

                                   SECTION 6.

                                     GENERAL

6.1      Effective Date and Grant Period

     This Plan is adopted by the Board effective as of the Effective Date
subject to the approval of the stockholders of the Company within twelve (12)
months from the Effective Date. Incentive Awards may be granted under the Plan
at any time prior to receipt of such stockholder approval; provided, however, if
the requisite stockholder approval is not obtained within the permissible time
frame, then the Plan and any Incentive Awards granted hereunder shall
automatically become null and void and of no force or effect. Unless sooner
terminated by the Board pursuant to Section 6.7, no Incentive Award shall be
granted under the Plan after ten (10) years from the Effective Date.

6.2      Funding and Liability of Company

     No provision of the Plan shall require the Company, for the purpose of
satisfying any obligations under the Plan, to purchase assets or place any
assets in a trust or other entity to which contributions are made, or otherwise
to segregate any assets. In addition, the Company shall not be required to
maintain separate bank accounts, books, records or other evidence of the
existence of a segregated or separately maintained or administered fund for
purposes of the Plan. Although bookkeeping accounts may be established with
respect to Grantees who are entitled to cash, Common Stock or rights thereto
under the Plan, any such accounts shall be used merely as a bookkeeping
convenience. The Company shall not be required to segregate any assets that may
at any time be represented by cash, Common Stock or rights thereto. The Plan
shall not be construed as providing for such segregation, nor shall the Company,
the Board or the Committee be deemed to be a trustee of any cash, Common Stock
or rights thereto. Any liability or obligation of the Company to any Grantee
with respect to an Incentive Award shall be based solely upon any contractual
obligations that may be created by this Plan and any Incentive Agreement, and no
such liability or obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. Neither the Company,
the Board nor the Committee shall be required to give any security or bond for
the performance of any obligation that may be created by the Plan.

                                       31
<PAGE>

6.3      Withholding Taxes

     (a) Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Grantee to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of the Plan or an Incentive Award hereunder.

     (b) Share Withholding. With respect to tax withholding required upon the
exercise of Stock Options, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of any Incentive Awards,
Grantees may elect, subject to the approval of the Committee in its discretion,
to satisfy the withholding requirement, in whole or in part, by having the
Company withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could be imposed on
the transaction. All such elections shall be made in writing, signed by the
Grantee, and shall be subject to any restrictions or limitations that the
Committee, in its discretion, deems appropriate. Any fraction of a Share
required to satisfy such obligation shall be disregarded and the amount due
shall instead be paid in cash by the Grantee.

     (c) Incentive Stock Options. With respect to Shares received by a Grantee
pursuant to the exercise of an Incentive Stock Option, if such Grantee disposes
of any such Shares within (i) two (2) years from the date of grant of such
Option or (ii) one (1) year after the transfer of such shares to the Grantee,
the Company shall have the right to withhold from any salary, wages or other
compensation payable by the Company to the Grantee an amount sufficient to
satisfy federal, state and local tax withholding requirements attributable to
such disqualifying disposition.

     (d) Loans. To the extent permitted by the Sarbanes-Oxley Act of 2002 or
other applicable law, the Committee may provide for loans, on either a short
term or demand basis, from the Company to a Grantee who is an Employee or
Consultant to permit the payment of taxes required by law.


6.4      No Guarantee of Tax Consequences

     Neither the Company nor the Committee makes any commitment or guarantee
that any federal, state or local tax treatment will apply or be available to any
person participating or eligible to participate hereunder.

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6.5      Designation of Beneficiary by Participant

     Each Grantee may, from time to time, name any beneficiary or beneficiaries
(who may be named contingently or successively) to whom any benefit under the
Plan is to be paid in case of his death before he receives any or all of such
benefit. Each such designation shall revoke all prior designations by the same
Grantee, shall be in a form prescribed by the Committee, and will be effective
only when filed by the Grantee in writing with the Committee during the
Grantee's lifetime. In the absence of any such designation, benefits remaining
unpaid at the Grantee's death shall be paid to the Grantee's estate.

6.6      Deferrals

     The Committee may permit a Grantee to defer such Grantee's receipt of the
payment of cash or the delivery of Shares that would, otherwise be due to such
Grantee by virtue of the lapse or waiver of restrictions with respect to
Restricted Stock, or the satisfaction of any requirements or goals with respect
to Other Stock-Based Awards. If any such deferral election is permitted, the
Committee shall, in its discretion, establish rules and procedures for such
payment deferrals to the extent consistent with the Code.

6.7      Amendment and Termination

     The Board shall have complete power and authority to terminate or amend the
Plan at any time; provided, however, if the Company is a Publicly Held
Corporation, the Board shall not, without the approval of the stockholders of
the Company within the time period required by applicable law, (a) except as
provided in Section 5.5, increase the maximum number of Shares which may be
issued under the Plan pursuant to Section 1.4, (b) amend the requirements as to
the class of Employees eligible to purchase Common Stock under the Plan, (c) to
the extent applicable, increase the maximum limits on Incentive Awards to
Covered Employees as set for compliance with the Performance-Based Exception,
(d) extend the term of the Plan, or (e) to the extent applicable, decrease the
authority granted to the Committee under the Plan in contravention of Rule 16b-3
under the Exchange Act.

     No termination, amendment, or modification of the Plan shall adversely
affect in any material way any outstanding Incentive Award previously granted to
a Grantee under the Plan, without the written consent of such Grantee or other
designated holder of such Incentive Award.

     In addition, to the extent that the Committee determines that (a) the
listing for qualification requirements of any national securities exchange or
quotation system on which the Common Stock is then listed or quoted, if
applicable, or (b) the Code (or regulations promulgated thereunder), require
stockholder approval in order to maintain compliance with such listing
requirements or to maintain any favorable tax advantages or qualifications, then
the Plan shall not be amended in such respect without approval of the Company's
stockholders.

6.8      Requirements of Law

     The granting of Incentive Awards and the issuance of Shares under the Plan
shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required. Certificates evidencing shares of Common Stock delivered under this
Plan (to the extent that such shares are so evidenced) may be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable
under the rules and regulations of the Securities and Exchange Commission, any
securities exchange or transaction reporting system upon which the Common Stock
is then listed or to which it is admitted for quotation, and any applicable
federal or state securities law, if applicable. The Committee may cause a legend
or legends to be placed upon such certificates (if any) to make appropriate
reference to such restrictions.

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     6.9 Rule 16b-3 Securities Law Compliance and Compliance with Company
Policies

     With respect to Insiders to the extent applicable, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3 under
the Exchange Act. With respect to all Grantees, transactions under the Plan are
intended to comply with Securities Regulation BTR and the Company's insider
trading policies as revised from time to time or such other similar Company
policies, including but not limited to, policies relating to black out periods.
Any ambiguities or inconsistencies in the construction of an Incentive Award or
the Plan shall be interpreted to give effect to such intention. However, to the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void to the extent permitted by law and deemed
advisable by the Committee in its discretion.

     6.10 Compliance with Code Section 162(m)

     While the Company is a Publicly Held Corporation, unless otherwise
determined by the Committee with respect to any particular Incentive Award, it
is intended that the Plan shall comply fully with the applicable requirements so
that any Incentive Awards subject to Section 162(m) that are granted to Covered
Employees shall qualify for the Performance-Based Exception. If any provision of
the Plan or an Incentive Agreement would disqualify the Plan or would not
otherwise permit the Plan or Incentive Award to comply with the
Performance-Based Exception as so intended, such provision shall be construed or
deemed to be amended to conform to the requirements of the Performance-Based
Exception to the extent permitted by applicable law and deemed advisable by the
Committee; provided, however, no such construction or amendment shall have any
adverse effect on the prior grant of an Incentive Award, or the economic value
to a Grantee of any outstanding Incentive Award, unless consented to in writing
by the Grantee.

6.11     Successors

     All obligations of the Company under the Plan with respect to Incentive
Awards granted hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.

6.12     Miscellaneous Provisions

     (a) No Employee, Consultant, Outside Director, or other person shall have
any claim or right to be granted an Incentive Award under the Plan. Neither the
Plan, nor any action taken hereunder, shall be construed as giving any Employee,
Consultant, or Outside Director any right to be retained in the Employment or
other service of the Company or any Parent or Subsidiary.

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<PAGE>

     (b) No Shares of Common Stock shall be issued hereunder unless counsel for
the Company is then reasonably satisfied that such issuance will be in
compliance with federal and state securities laws, if applicable.

     (c) The expenses of the Plan shall be borne by the Company.

     (d) By accepting any Incentive Award, each Grantee and each person claiming
by or through him shall be deemed to have indicated his acceptance of the Plan.

6.13     Severability

     In the event that any provision of this Plan shall be held illegal, invalid
or unenforceable for any reason, such provision shall be fully severable, but
shall not affect the remaining provisions of the Plan, and the Plan shall be
construed and enforced as if the illegal, invalid, or unenforceable provision
was not included herein.

6.14     Gender, Tense and Headings

     Whenever the context so requires, words of the masculine gender used herein
shall include the feminine and neuter, and words used in the singular shall
include the plural. Section headings as used herein are inserted solely for
convenience and reference and constitute no part of the interpretation or
construction of the Plan.

6.15     Governing Law

     The Plan shall be interpreted, construed and constructed in accordance with
the laws of the State of Texas without regard to its conflicts of law
provisions, except as may be superseded by applicable laws of the United States.



                            [Signature Page Follows]

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<PAGE>

     IN WITNESS WHEREOF, Gexa Corp. has caused this Plan to be duly executed in
its name and on its behalf by its duly authorized officer.

                                    GEXA CORP.



                                    By:_________________________
                                    Name:_______________________
                                    Title:______________________

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