**2007
      EQUITY INCENTIVE PLAN**





1.  **Purpose** .
      The
      purpose of this Equity Incentive Plan (the “ **Plan** ”)
      is to
      advance the interests of Kentucky USA Energy, Inc., a Delaware corporation
      (the
“ **Company** ”)
      and
      its Affiliates (as defined below) by inducing eligible individuals of
      outstanding ability and potential to join and remain with, or to provide
      consulting or advisory services to, the Company or its Affiliates, by
      encouraging and enabling eligible employees, Outside Directors (as defined
      below), consultants, and advisors to acquire proprietary interests in the
      Company, and by providing participating eligible employees, Outside Directors,
      consultants, and advisors with an additional incentive to promote the success
      of
      the Company. These purposes are accomplished by providing for the granting
      of
      Incentive Stock Options, Nonqualified Stock Options, Reload Options, Stock
      Appreciation Rights, and Restricted Stock (all as defined below) to eligible
      employees, Outside Directors, consultants, and advisors.




2.  **Definitions** .
      As used
      in the Plan, the following terms have the meanings indicated:




a.  **Affiliate** ”
means
      a
“parent corporation” or a “subsidiary corporation” (as set forth in Code
      Sections 424(e) and 424(f), respectively) of the Company.




b.  **Applicable
      Withholding Taxes** ”
means
      the aggregate minimum amount of federal, state, local, and foreign income,
      payroll, and other taxes that the Employer is required to withhold in connection
      with the grant, vesting, or exercise of any Award.




c.  “ **Award** ”
means
      an Incentive Stock Option, a Nonqualified Stock Option, a Reload Option, a
      Stock
      Appreciation Right, or Restricted Stock.




d.  “ **Beneficiary** ”
means
      the person or entity designated by the Participant, in a form approved by the
      Company, to exercise the Participant’s rights with respect to an Award after the
      Participant’s death. If the Participant does not validly designate a
      Beneficiary, or if the designated person no longer exists, then the
      Participant’s Beneficiary shall be his or her estate.




e.  “ **Board** ”
means
      the Board of Directors of the Company.




f.  “ **Caus** e”
shall
      have the same meaning given to such term (or other term of similar meaning)
      in
      an Employment Agreement for purposes of termination of employment under such
      agreement, and in the absence of any such agreement or if such agreement does
      not include a definition of “Cause” (or other term of similar meaning), the term
“Cause” shall mean (i) any material breach by the Participant of any agreement
      to which the Participant and the Company or an Affiliate are parties, (ii)
      any
      continuing act or omission to act by the Participant which may have a material
      and adverse effect on the Company’s business or on the Participant’s ability to
      perform services for the Company or an Affiliate, including, without limitation,
      the commission of any crime (other than minor traffic violations), or (iii)
      any
      material misconduct or material neglect of duties by the Participant in
      connection with the business or affairs of the Company or an
      Affiliate.







g.  “ **Change
      in Control** ”
means,
      unless such term or an equivalent term is otherwise defined with respect to
      an
      Award by the Participant’s Award agreement, any Employment Agreement or in a
      written contract of service, the occurrence of any of the
      following:




i.  any
      “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
      Act) becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated
      under the Exchange Act), directly or indirectly, of securities of the Company
      representing more than fifty percent (50%) of the total combined voting power
      of
      the Company’s then-outstanding securities entitled to vote generally in the
      election of Directors; provided , however ,
      that
      the following acquisitions shall not constitute a Change in Control: (1) an
      acquisition by any such person who on the Effective Date is the beneficial
      owner
      of more than fifty percent (50%) of such voting power, (2) any acquisition
      directly from the Company, including, without limitation, a public offering
      of
      securities, (3) any acquisition by the Company, (4) any acquisition by
      a trustee or other fiduciary under an employee benefit plan of a participating
      company or (5) any acquisition by an entity owned directly or indirectly by
      the stockholders of the Company in substantially the same proportions as their
      ownership of the voting securities of the Company; or




ii.  an
      Ownership Change Event or series of related Ownership Change Events
      (collectively, a “ **Transaction** ”)
      in
      which the stockholders of the Company immediately before the Transaction do
      not
      retain immediately after the Transaction direct or indirect beneficial ownership
      of more than fifty percent (50%) of the total combined voting power of the
      outstanding securities entitled to vote generally in the election of directors
      or, in the case of an Ownership Change Event described in Section 2(x)(iii),
      the
      entity to which the assets of the Company were transferred (the “ **Transferee** ”),
      as
      the case may be; or




iii.  a
      liquidation or dissolution of the Company;




provided , however ,
      that a
      Change in Control shall be deemed not to include a transaction described in
      subsections (i) or (ii) of this paragraph (g) in which a majority of the members
      of the board of directors of the continuing, surviving or successor entity,
      or
      parent thereof, immediately after such transaction is comprised of incumbent
      directors. For purposes of the preceding sentence, indirect beneficial ownership
      shall include, without limitation, an interest resulting from ownership of
      the
      voting securities of one or more corporations or other business entities which
      own the Company or the Transferee, as the case may be, either directly or
      through one or more subsidiary corporations or other business entities. The
      Committee shall have the right to determine whether multiple sales or exchanges
      of the voting securities of the Company or multiple Ownership Change Events
      are
      related, and its determination shall be final, binding and
      conclusive.





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h.  “ **Code** ”
means
      the Internal Revenue Code of 1986, as amended from time to time, and any rulings
      or regulations promulgated thereunder.




i.  “ **Committee** ”
means
      the Board, the Compensation Committee of the Board, or such other committee
      of
      the Board as the Board appoints to administer the Plan; provided , however ,
      that
      should Section 162(m) of the Code and Section 16 of the Securities Exchange
      Act
      of 1934 apply to Awards under the Plan, if any member of the Committee does
      not
      qualify as both an “outside director” for purposes of Code Section 162(m) and a
“non-employee director” for purposes of Rule 16b-3, the remaining members of the
      Committee (but not less than two members) shall be constituted as a subcommittee
      of the Committee to act as the Committee for purposes of the Plan.




j.  “ **Commission** ”
means
      the U.S. Securities and Exchange Commission.




k.  “ **Company** ”
means
      Kentucky USA Energy, Inc., a Delaware corporation, and its
      subsidiaries.




l.  “ **Company
      Stock** ”
means
      the common stock, par value $0.0001 per share, of the Company. In the event
      of a
      change in the capital structure of the Company affecting the common stock (as
      provided in Section 14), the shares resulting from such a change in the common
      stock shall be deemed to be Company Stock within the meaning of the
      Plan.




m.  “ **Date
      of Grant** ”
means
      the date on which the Committee grants an Award, or such future date as may
      be
      determined by the Committee.




n.  “ **Disability** ”
means
      a
      disability within the meaning of Code Section 22(e)(3).




o.  “ **Employer** ”
means
      the Company and each Affiliate that employs one or more
      Participants.




p.  “ **Employment
      Agreement** ”
means
      any written employment or other similar agreement between the Participant and
      the Company or an Affiliate.




q.  “ **Exchange
      Act** ”
means
      the Securities Exchange Act of 1934, as amended.




r.  “ **Fair
      Market Value** ”
means
      on any given date the fair market value of Company Stock as of such date, as
      determined by the Committee. If the Company Stock is listed on a national
      securities exchange or traded on the over-the-counter market, Fair Market Value
      means the closing selling price or, if not available, the closing bid price
      or,
      if not available, the high bid price of the Company Stock quoted on such
      exchange, or on the over-the-counter market as reported by the NASDAQ Stock
      Market (“ **NASDAQ** ”),
      or if
      the Company Stock is not listed on NASDAQ, then by the National Quotation
      Bureau, Incorporated, on the day immediately preceding the day on which the
      Award is granted or exercised, as the case may be, or, if there is no selling
      or
      bid price on that day, the closing selling price, closing bid price, or high
      bid
      price on the most recent day which precedes that day and for which such prices
      are available.




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s.  “ **Incentive
      Stock Option** ”
means
      an Option that qualifies for favorable income tax treatment under Code Section
      422.




t.  “ **Mature
      Shares** ”
means
      shares of Company Stock for which the stockholder has good title, free and
      clear
      of all liens and encumbrances.




u.  “ **Nonqualified
      Stock Option** ”
means
      an Option that is not an Incentive Stock Option.




v.  “ **Option** ”
means
      a
      right to purchase Company Stock granted under the Plan, at a price determined
      in
      accordance with the Plan.




w.  “ **Outside
      Director** ”
means
      a
      member of the Board who is not an employee of, or a consultant or advisor to,
      the Company or an Affiliate as of the Date of Grant.




x.  “ **Ownership
      Change Event** ”
means
      the occurrence of any of the following with respect to the Company: (i) the
      direct or indirect sale or exchange in a single or series of related
      transactions by the stockholders of the Company of more than fifty percent
      (50%)
      of the voting stock of the Company; (ii) a merger or consolidation in which
      the Company is a party; or (iii) the sale, exchange, or transfer of all or
      substantially all of the assets of the Company (other than a sale, exchange
      or
      transfer to one or more subsidiaries of the Company).




y.  “ **Participant** ”
means
      any employee, Outside Director, consultant, or advisor (including independent
      contractors, professional advisors, and service providers) of the Company or
      an
      Affiliate who receives an Award under the Plan.




z.  “ **Restricted
      Stock** ”
means
      Company Stock awarded under Section 9 of the Plan.




aa.  “ **Reload
      Option** ”
means
      a
      reload option grant made in accordance with Section 7 of the Plan.




bb.  “ **Rule
      16b-3** ”
means
      Rule 16b-3 of the Commission promulgated under the Exchange Act. A reference
      in
      the Plan to Rule 16b-3 shall include a reference to any corresponding rule
      (or
      number redesignation) of any amendments to Rule 16b-3.




cc.  “ **Securities
      Act** ”
means
      the Securities Act of 1933, as amended.




dd.  “ **Stock
      Appreciation Right** ”
means
      a
      right to receive amounts awarded under Section 8.




3.  **Stock** .
      Subject
      to Section 14 of the Plan, there shall be reserved for issuance under the Plan
      an aggregate of 4,000,000 shares of Company Stock, which may be authorized
      but
      unissued shares, or shares held in the Company’s treasury, or shares purchased
      from stockholders expressly for use under the Plan. In addition, shares
      allocable to Awards granted under the Plan that expire, are forfeited, are
      cancelled without the delivery of the shares, or otherwise terminate
      unexercised, may again be available for Awards under the Plan. For purposes
      of
      determining the number of shares that are available for Awards under the Plan,
      the number shall also include the number of shares surrendered by a Participant
      actually or by attestation or retained by the Company in payment of Applicable
      Withholding Taxes, and any Mature Shares surrendered by a Participant upon
      exercise of an Option or in payment of Applicable Withholding Taxes. Shares
      issued under the Plan through the settlement, assumption, or substitution of
      outstanding awards or obligations to grant future awards as a condition of
      an
      Employer acquiring another entity shall not reduce the maximum number of shares
      available for delivery under the Plan.




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4.  **Eligibility** .
      Subject
      to the terms of the Plan, the Committee shall have the power and complete
      discretion, as provided in Section 13, to select eligible employees, Outside
      Directors, consultants, and advisors to receive an Award under the Plan; provided , however ,
      that
      any Award shall be subject to the following terms and conditions:




a.  Only
      those individuals who are employees (including officers) of the Company or
      an
      Affiliate at the Date of Grant shall be eligible to receive an Incentive Stock
      Option under the Plan.




b.  All
      employees (including officers) and Outside Directors of, or consultants and
      advisors to, either the Company or an Affiliate at the Date of Grant shall
      be
      eligible to receive Nonqualified Stock Options, Stock Appreciation Rights,
      and
      Restricted Stock; provided, however, that Nonqualified Stock Options, Stock
      Appreciation Rights, and Restricted Stock may not be granted to any such
      consultants and advisors unless (i) bona fide services have been or are to
      be
      rendered by such consultant or advisor and (ii) such services are not in
      connection with the offer or sale of securities in a capital raising
      transaction.




c.  Anything
      herein to the contrary notwithstanding, any recipient of an Award under the
      Plan
      must be includable in the definition of “employee” provided in the general
      instructions to Form S-8 Registration Statement under the Securities
      Act.




d.  The
      grant
      of an Award shall not obligate an Employer to pay any employee, Outside
      Director, consultant, or advisor any particular amount of remuneration, to
      continue the employment of the employee or engagement of the Outside Director,
      consultant, or advisor after the grant, or to make further grants to the
      employee, Outside Director, consultant, or advisor at any time
      thereafter.




5.  **Stock
      Options.**




a.  The
      Committee may make grants of Options to Participants. Except as otherwise
      provided herein, the Committee shall determine the number of shares for which
      Options are granted, the Option exercise price per share, whether the Options
      are Incentive Stock Options or Nonqualified Stock Options, and any other terms
      and conditions to which the Options are subject.




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b.  Unless
      determined otherwise by the Committee on the Date of Grant, the exercise price
      of shares of Company Stock covered by an Option shall be not less than 100
      percent of the Fair Market Value of Company Stock on the Date of Grant. Except
      as provided in Section 14, (i) the exercise price of an Option may not be
      decreased after the Date of Grant and (ii) a Participant may not surrender
      an
      Option in consideration for the grant of a new Option with a lower exercise
      price or another Award.




c.  All
      Options granted hereunder shall be subject to the following terms and
      conditions:




i.  All
      Options shall be evidenced by a written stock option agreement (the
“ **Stock
      Option Agreement** ”)
      setting forth all the relevant terms of the Award.




ii.  No
      Option
      shall be exercisable more than 10 years after the Date of Grant.




iii.  The
      aggregate Fair Market Value, determined at the Date of Grant, of shares for
      which Incentive Stock Options become exercisable by a Participant during any
      calendar year shall not exceed $100,000 and any amount in excess of $100,000
      shall be treated as a Nonqualified Stock Option. The maximum aggregate number
      of
      shares for which Incentive Stock Options may be issued under the Plan to any
      Participant in any calendar year shall be 200,000.




iv.  If
      an
      Incentive Stock Option is granted to an employee who owns, at the Date of Grant,
      more than 10 percent of the total combined voting power of all classes of stock
      of the Company or an Affiliate, then (A) the option price of the shares subject
      to the Incentive Stock Option shall be at least 110% of the Fair Market Value
      of
      the Company Stock at the Date of Grant and (B) such Incentive Stock Option
      shall
      not be exercisable after the expiration of 5 years from the Date of
      Grant.




v.  Subject
      to earlier termination of the Option as otherwise provided herein and unless
      otherwise provided in any Employment Agreement or as provided by the Committee
      in the grant of an Option and set forth in or incorporated into the Stock Option
      Agreement: (A) if the employment of an employee by, or the services of an
      Outside Director for, or consultant or advisor to, the Company or an Affiliate
      should be terminated for Cause or terminated voluntarily by the grantee, then
      any outstanding Option shall terminate immediately, (B) if such employment
      or
      services terminates for any other reason, any such Option exercisable as of
      the
      date of termination may be exercised at any time within three months of
      termination. For purposes of this subsection, (y) the retirement of an
      individual either pursuant to a pension or retirement plan maintained by the
      Company or an Affiliate or at the applicable normal retirement date prescribed
      from time to time by the Company shall be deemed to be termination of the
      individual’s employment other than voluntarily or for Cause, and (z) an
      individual who leaves the employ or services of the Company or an Affiliate
      to
      become an employee or Outside Director of, or a consultant or advisor to, an
      entity that has assumed the Option as a result of a corporate reorganization
      or
      the like shall not be considered to have terminated employment or
      services.




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vi.  Subject
      to earlier termination of the Option as otherwise provided herein and unless
      otherwise provided in any Employment Agreement or as provided by the Committee
      in the grant of an Option and set forth in or incorporated into the Stock Option
      Agreement, if the holder of an Option under the Plan ceases employment or
      services because of Disability while employed by, or while serving as an Outside
      Director for or a consultant or advisor to, the Company or an Affiliate, then
      such Option may, subject to the provisions of subsection (viii) below, be
      exercised at any time within one year after the termination of employment or
      services due to the Disability.




vii.  Subject
      to earlier termination of the Option as otherwise provided herein and unless
      otherwise provided in any Employment Agreement or as provided by the Committee
      in the grant of an Option and set forth in or incorporated into the Stock Option
      Agreement, if the holder of an Option under the Plan dies (A) while employed
      by,
      or while serving as an Outside Director for or a consultant or advisor to,
      the
      Company or an Affiliate, or (B) within three months after the termination of
      employment or services other than voluntarily by the grantee or for Cause,
      then
      such Option may, subject to the provisions of subsection (viii) below, be
      exercised by the Participant’s Beneficiary at any time within one year after the
      Participant’s death.




viii.  An
      Option
      may not be exercised after termination of employment, termination of
      directorship, termination of consulting or advisory services, Disability or
      death except to the extent that the holder was entitled to exercise the Option
      at the time of such termination or as otherwise provided in a currently
      effective written Employment Agreement, consulting agreement or other related
      agreement executed between the Company and the employee, Outside Director or
      consultant or advisor, and in any event may not be exercised after the
      expiration of the Option in accordance with the terms of the grant.




ix.  The
      employment relationship of an employee of the Company or an Affiliate shall
      be
      treated as continuing intact while the employee is on military or sick leave
      or
      other bona fide leave of absence if such leave does not exceed 90 days or,
      if
      longer, so long as the employee’s right to reemployment is guaranteed either by
      statute or by contract.




d.  The
      holder of any Option granted under the Plan shall have none of the rights of
      a
      stockholder with respect to the shares covered by the Option until such stock
      shall be transferred to the holder upon the exercise of the Option.




6.  **Grants
      to Outside Directors** **.** Awards,
      other than Incentive Stock Options, may be made to Outside Directors. The
      Committee shall have the power and complete discretion to select Outside
      Directors to receive Awards. The Committee shall have the complete discretion,
      under provisions consistent with Section 13, to determine the terms and
      conditions, the nature of the Award and the number of shares to be allocated
      as
      part of each Award for each Outside Director. The grant of an Award shall not
      obligate the Company to make further grants to the Outside Director at any
      time
      thereafter or to retain any person as a director for any period of
      time.




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**7.**  **Reload
      Options** .
      The
      Committee may grant Options with a reload feature. A reload feature shall only
      apply when the exercise price is paid by delivery of Company Stock in accordance
      with Section 10. The Stock Option Agreement for the Option containing the reload
      feature shall provide that the holder of the Option shall receive,
      contemporaneously with the payment of the exercise price in shares of Company
      Stock, a Reload Option to purchase that number of shares of Company Stock equal
      to the sum of (i) the number of shares used to exercise the Option, and (ii)
      with respect to Nonqualified Stock Options, the number of shares used to satisfy
      Applicable Withholding Taxes. The terms of the Plan applicable to the Option
      shall be equally applicable to the Reload Option with the following exceptions:
      the price per share of Company Stock deliverable upon the exercise of the Reload
      Option (i) in the case of a Reload Option that is an Incentive Stock Option
      being granted to a Participant who owns more than 10 percent of the total
      combined voting power of all classes of stock of the Company or an Affiliate,
      shall be 110% of the Fair Market Value of a share of Company Stock on the Date
      of Grant of the Reload Option, and (ii) in the case of a Reload Option which
      is
      an Incentive Stock Option being granted to any other Participant, or which
      is a
      Nonqualified Stock Option, shall be the Fair Market Value of a share of Company
      Stock on the Date of Grant of the Reload Option, unless the Committee shall
      determine otherwise on the Date of Grant, but in no event shall such price
      be
      less than the exercise price of the Option which gave rise to the Reload Option.
      The term of the Reload Option shall be the same as the Option which gave rise
      to
      the Reload Option. If the exercise price of an Option containing a reload
      feature is paid in cash and not in shares of Company Stock, the reload feature
      shall have no application with respect to such exercise.




8.  **Stock
      Appreciation Rights** .
      Concurrently with the award of any Option to purchase one or more shares of
      Company Stock, the Committee may, in its sole discretion, award to the optionee
      with respect to each share of Company Stock covered by an Option a related
      Stock
      Appreciation Right, which permits the optionee to be paid the appreciation
      on
      the related Option in lieu of exercising the Option. The Committee shall
      establish as to each award of Stock Appreciation Rights the terms and conditions
      to which the Stock Appreciation Rights are subject; provided , however ,
      that
      the following terms and conditions shall apply to all Stock Appreciation
      Rights:




a.  A
      Stock
      Appreciation Right granted with respect to an Incentive Stock Option must be
      granted together with the related Option. A Stock Appreciation Right granted
      with respect to a Nonqualified Stock Option may be granted together with the
      grant of the related Option.




b.  A
      Stock
      Appreciation Right shall entitle the Participant, upon exercise of the Stock
      Appreciation Right, to receive in exchange an amount equal to the excess of
      (i)
      the Fair Market Value on the date of exercise of Company Stock covered by the
      surrendered Stock Appreciation Right, over (ii) the Fair Market Value of Company
      Stock on the Date of Grant of the Stock Appreciation Right. The Committee may
      limit the amount that the Participant will be entitled to receive upon exercise
      of a Stock Appreciation Right.




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c.  A
      Stock
      Appreciation Right may be exercised only if and to the extent the underlying
      Option is exercisable, and a Stock Appreciation Right may not be exercisable
      in
      any event more than 10 years after the Date of Grant.




d.  A
      Stock
      Appreciation Right may only be exercised at a time when the Fair Market Value
      of
      Company Stock covered by the Stock Appreciation Right exceeds the Fair Market
      Value of Company Stock on the Date of Grant of the Stock Appreciation Right.
      The
      Stock Appreciation Right may provide for payment in Company Stock or cash,
      or a
      fixed combination of Company Stock and cash, or the Committee may reserve the
      right to determine the manner of payment at the time the Stock Appreciation
      Right is exercised.




e.  To
      the
      extent a Stock Appreciation Right is exercised, the underlying Option shall
      be
      cancelled, and the shares of Company Stock represented by the Option shall
      no
      longer be available for Awards under the Plan.




9.  **Restricted
      Stock Awards** **.**




a.  The
      Committee may make grants of Restricted Stock to a Participant. The Committee
      shall establish as to each award of Restricted Stock the terms and conditions
      to
      which the Restricted Stock is subject, including the period of time before
      which
      all restrictions shall lapse and the Participant shall have full ownership
      of
      the Company Stock. The Committee in its discretion may award Restricted Stock
      without cash consideration. All Restricted Stock Awards shall be evidenced
      by a
      Restricted Stock Agreement setting forth all the relevant terms of the
      Award.




b.  Except
      as
      provided in Section 12, Restricted Stock may not be sold, assigned, transferred,
      pledged, hypothecated, or otherwise encumbered or disposed of until the
      restrictions have lapsed or been removed. Certificates representing Restricted
      Stock shall be held by the Company until the restrictions lapse, and the
      Participant shall provide the Company with appropriate stock powers endorsed
      in
      blank.




10.  **Method
      of Exercise of Options** **.**




a.  Options
      may be exercised by the Participant (or his or her legal guardian or personal
      representative) by giving written notice of the exercise to the Company at
      its
      principal office (attention of the Corporate Secretary) pursuant to procedures
      established by the Company. The notice shall state the number of shares the
      Participant has elected to purchase under the Option. Such notice shall be
      accompanied, or followed within 10 days of delivery thereof, by payment of
      the
      full exercise price of such shares. The exercise price may be paid in cash
      by
      means of a check payable to the order of the Company or, if the terms of an
      Option permit, (i) by delivery or attestation of Mature Shares (valued at their
      Fair Market Value) in satisfaction of all or any part of the exercise price,
      (ii) by delivery of a properly executed exercise notice with irrevocable
      instructions to a broker to deliver to the Company the amount necessary to
      pay
      the exercise price from the sale or proceeds of a loan from the broker with
      respect to the sale of Company Stock or a broker loan secured by the Company
      Stock, (iii) by such other consideration as may be approved by the
      Committee from time to time to the extent permitted by applicable law, or
      (iv) by any combination of (i) through (iii) hereof.




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b.  Unless
      prior to the exercise of the Option the shares issuable upon such exercise
      have
      been registered with the Commission pursuant to the Securities Act, the notice
      of exercise shall be accompanied by a representation or agreement of the
      individual or entity exercising the Option to the Company to the effect that
      such shares are being acquired for investment purposes and not with a view
      to
      the distribution thereof, and such other documentation as may be required by
      the
      Company, unless in the opinion of counsel to the Company such representation,
      agreement or documentation is not necessary to comply with the Securities Act
      or
      any successor statute.




c.  The
      Company shall not be obligated to deliver any Company Stock until the shares
      have been listed on each securities exchange or market on which the Company
      Stock may then be listed or until there has been qualification under or
      compliance with such federal or state laws, rules or regulations as the Company
      may deem applicable. The Company shall use reasonable efforts to obtain such
      listing, qualification and compliance.




11.  **Tax
      Withholding** .
      Each
      Participant shall agree as a condition of receiving an Award payable in the
      form
      of Company Stock to pay to the Employer, or make arrangements satisfactory
      to
      the Employer regarding the payment to the Employer of, Applicable Withholding
      Taxes. Under procedures established by the Committee or its delegate, a
      Participant may elect to satisfy Applicable Withholding Taxes by (i) making
      a
      cash payment or authorizing additional withholding from cash compensation,
      (ii)
      delivering Mature Shares (valued at their Fair Market Value), or (iii) if the
      applicable Stock Option Agreement or Restricted Stock Agreement permits, having
      the Company retain that number of shares of Company Stock (valued at their
      Fair
      Market Value) that would satisfy all or a specified portion of the Applicable
      Withholding Taxes.




12.  **Transferability
      of Awards** .
      Except
      as otherwise so provided by the Committee, awards under the Plan are not
      transferable except as designated by the Participant by will or by the laws
      of
      descent and distribution or pursuant to a qualified domestic relations order,
      as
      defined in the Code or Title I of the Employee Retirement Income Security Act
      of
      1974, as amended. The Committee shall have the discretion to permit the transfer
      of awards under the plan; *provided,
      however,* that
      such transfers shall be limited to immediate family members of participants,
      trusts and partnerships established for the primary benefit of such family
      members or to charitable organizations, and; *provided,
      further,* that
      such transfers are not made for consideration to the Participant.




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13.  **Administration
      of the Plan** **.**




a.  The
      Committee shall administer the Plan. Subject to the terms and conditions set
      forth in the Plan, the Committee shall have general authority to impose any
      term, limitation, or condition upon an Award that the Committee deems
      appropriate to achieve the objectives of the Award and of the Plan. The
      Committee may adopt rules and regulations for carrying out the Plan with respect
      to Participants and Beneficiaries. The interpretation and construction of any
      provision of the Plan by the Committee shall be final and conclusive as to any
      Participant or Beneficiary.




b.  The
      Committee shall have the power to amend the terms and conditions of previously
      granted Awards so long as the terms as amended are consistent with the terms
      of
      the Plan and provided that the consent of the Participant is obtained with
      respect to any amendment that would be detrimental to him or her, except that
      such consent will not be required if such amendment is for the purpose of
      complying with Rule 16b-3 or any requirement of the Code or of other securities
      laws applicable to the Award.




c.  The
      Committee shall have the power and complete discretion (i) to delegate to any
      individual, or to any group of individuals employed by the Company or any
      Affiliate, the authority to grant Awards under the Plan and (ii) to determine
      the terms and limitations of any delegation of authority; provided , however ,
      that
      the Committee may not delegate power and discretion to the extent such action
      would cause noncompliance with, or the imposition of penalties, excise taxes,
      or
      other sanctions under, applicable corporate law, Rule 16b-3, Code Section 162(m)
      or 409A, or any other applicable securities or tax law.




d.  The
      Committee shall have the power to include one or more provisions in the terms
      of
      Award grants to provide for the cancellation of an outstanding Award in the
      event the Participant violates any agreement or other obligation dealing with
      non-competition, non-solicitation or protection of the Company’s confidential
      information.




14.  **Change
      in Capital Structure; Change of Control** **.**




a.  **Change
      in Capital Structure.** In
      the event of a stock dividend, stock split, or combination of shares, share
      exchange, share distribution, recapitalization or merger in which the Company
      is
      the surviving corporation, a spin-off or split-off of a subsidiary or Affiliate,
      or other change in the Company’s capital stock (including, but not limited to,
      the creation or issuance to stockholders generally of rights, options, or
      warrants for the purchase of common stock or preferred stock of the Company),
      the aggregate number and kind of shares of stock or securities of the Company
      to
      be subject to the Plan and to Awards then outstanding or to be granted, the
      maximum number of shares or securities which may be delivered under the Plan
      under Sections 3, 5(b), or 8, the per share exercise price of Options, the
      terms
      of Awards, and other relevant provisions shall be proportionately and
      appropriately adjusted by the Committee in its discretion, and the determination
      of the Committee shall be binding on all persons. If the adjustment would
      produce fractional shares with respect to any unexercised Option, the Committee
      may adjust appropriately and in a nondiscriminatory manner the number of shares
      covered by the Option so as to eliminate the fractional shares.




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b.  **Effect
      of Change in Control on Options and Stock Appreciation Rights.** Subject
      to the terms of any Employment Agreement, the Committee may provide in an Award
      agreement for, or in the event of a Change in Control may take such actions
      as
      it deems appropriate to provide for, any one or more of the
      following:




i.  ***Accelerated
      Vesting.*** The
      Committee may provide for the acceleration of the exercisability and vesting
      in
      connection with a Change in Control of any or all outstanding Options and Stock
      Appreciation Rights and shares acquired upon the exercise thereof upon such
      conditions, including termination of the Participant’s service prior to, upon,
      or following such Change in Control, and to such extent as the Committee shall
      determine.




ii.  ***Assumption
      or Substitution.*** In the
      event of a Change in Control, the surviving, continuing, successor, or
      purchasing entity or parent thereof, as the case may be (the “ **Acquiror** ”),
      may,
      without the consent of any Participant, either assume or continue the Company’s
      rights and obligations under any or all outstanding Options and Stock
      Appreciation Rights or substitute for any or all outstanding Options and Stock
      Appreciation Rights substantially equivalent options and stock appreciation
      rights (as the case may be) for the Acquiror’s stock. Any Options or Stock
      Appreciation Rights which are neither assumed or continued by the Acquiror
      in
      connection with the Change in Control nor exercised as of the time of
      consummation of the Change in Control shall terminate and cease to be
      outstanding effective as of the time of consummation of the Change in
      Control.




iii.  ***Cash-Out.*** The
      Committee may, in its sole discretion and without the consent of any
      Participant, determine that, upon the occurrence of a Change in Control, each
      or
      any Option or Stock Appreciation Right outstanding immediately prior to the
      Change in Control shall be canceled in exchange for a payment with respect
      to
      each vested share (and each unvested share, if so determined by the Committee)
      of Company Stock subject to such canceled Option or Stock Appreciation Right
      in
      (A) cash, (B) stock of the Company or of a corporation or other
      business entity a party to the Change in Control, or (C) other property
      which, in any such case, shall be in an amount having a Fair Market Value equal
      to the excess of the Fair Market Value of the consideration to be paid per
      share
      of Company Stock in the Change in Control over the exercise price per share
      under such Option or Stock Appreciation Right (the “ **Spread** ”).
      In
      the event such determination is made by the Committee, the Spread (reduced
      by
      applicable withholding taxes, if any) shall be paid to Participants in respect
      of the vested portion (and unvested portion, if so determined by the Committee)
      of their canceled Options and Stock Appreciation Rights as soon as practicable
      following the date of the Change in Control.




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iv.  ***Effect
      of Change in Control on Restricted Stock Awards.*** The
      Committee may provide for the acceleration of the vesting of the shares subject
      to the Restricted Stock Award upon such conditions, including termination of
      the
      Participant’s services to the Company prior to, upon, or following such Change
      in Control, and to such extent as the Committee shall determine.




15.  **Effective
      Date** .
      The
      effective date of the Plan is October 19 ,
      2007.
      The Plan shall be submitted to the stockholders of the Company for approval.
      Until (i) the Plan has been approved by the Company’s stockholders, and (ii) the
      requirements of any applicable federal or state securities laws have been met,
      no Restricted Stock shall be awarded, and no Option shall be granted or
      exercisable, that is not contingent on these events.




16.  **Termination,
      Modification** .
      If not
      sooner terminated by the Board, this Plan shall terminate at the close of
      business on October 18 ,
      2017.
      No Awards shall be made under the Plan after its termination. The Board may
      amend or terminate the Plan as it shall deem advisable; provided , however ,
      that no
      change shall be made that increases the total number of shares of Company Stock
      reserved for issuance pursuant to Awards granted under the Plan (except pursuant
      to Section 14), or reduces the minimum exercise price for Options, or exchanges
      an Option for another Award, unless such change is authorized by the
      stockholders of the Company within one year of the date of such change. Except
      as otherwise specifically provided herein, a termination or amendment of the
      Plan shall not, without the consent of the Participant, adversely affect a
      Participant’s rights under an Award previously granted to him or
      her.




17.  **American
      Jobs Creation Act of 2004** **.**




a.  It
      is
      intended that the Plan comply in all applicable respects with Code Sections
      409A(a)(2) through (4), as it may be amended from time to time, and any rulings,
      regulations, or other guidelines promulgated under either or both statutes
      (such
      statutes, rulings, regulations and other guidelines to be referred to
      collectively herein as “Section 409A”). This Plan, and any amendments thereto,
      shall therefore be interpreted and implemented at all times so as to (i) ensure
      compliance with Section 409A and (ii) avoid any penalty or early taxation of
      any
      payment or benefit under the Plan.




b.  Anything
      herein to the contrary notwithstanding, the Board shall approve and implement
      such amendments as it deems necessary or desirable to ensure compliance with
      Section 409A and to avoid any penalty or early taxation of any payment or
      benefit under this Plan; provided , however ,
      that no
      change shall be made that increases the total number of shares of Company Stock
      reserved for issuance pursuant to Awards granted under the Plan (except pursuant
      to Section 14), or reduces the minimum exercise price for Options, or exchanges
      an Option for another Award, unless such change is authorized by the
      stockholders of the Company. No such amendment shall require the consent of
      any
      Participant.




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18.  **Interpretation
      and Venue** .
      Except
      to the extent preempted by applicable federal law, the terms of this Plan shall
      be governed by the laws of the State of Delaware without regard to its conflict
      of laws rules.




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