Exhibit
10.1


AMENDED
AND RESTATED





ZANETT
STOCK PLAN





ZANETT,
INC. AND SUBSIDIARIES








135 E.
57th Street


15th
Floor


New York,
NY 10022













ZANETT
INCENTIVE STOCK OPTION PLAN




Purpose





The
purpose of the Zanett, Inc. Amended and Restated Incentive Stock Plan (the
“Amended Plan”) is to encourage employees and directors of, and consultants to,
Zanett, Inc. (the “Company”) and of any eligible present or future subsidiaries
of Zanett (each, a “related sub” and together with the Company, the “Zanett
Group”) and other individuals who render services to the Zanett Group, by
providing opportunities to participate in the ownership of the Company and its
future growth through the grant of options which may qualify as “incentive stock
options” under Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”) (each such option, an “ISO”); the grant of options which do not qualify
as “incentive stock options” under Section 422 of the Code, (each such
non-qualified option, a “NQO”); awards of stock in the Company (each, an
“Award”); stock appreciation rights (“SARs”), and opportunities to make direct
purchases of stock in the Company (each, a “Purchase”).





ISOs,
NQOs, Awards, SARs and authorizations to make Purchases are collectively
referred to as “Stock Rights”.  ISOs and NQOs are collectively
referred to as “Options”.  Recipients of Stock Rights are referred to
as “Grantees”.





The Board
of Directors of the Company believes that the grant of Stock Rights will be a
significant factor in the growth and success of the Company and will help it
attract, retain and motivate qualified employees, directors, consultants and
advisers.  The Board of Directors further believes that Stock Rights
provide a strong incentive to employees and directors of the Company to put
forth their best efforts to ensure the Company’s success and, additionally, that
Stock Rights are a means of rewarding individuals without depleting the cash
resources of the Company.





Summary
Description





All
employees (including officers and directors) of the Company (and any related
sub) and non-employee directors, consultants and independent contractors
providing services to the Company (or any subsidiaries) are eligible to receive
Stock Rights under the Amended Plan. The Amended Plan is not subject to the
Employee Retirement Income Security Act of 1974. The Amended Plan permits the
granting of Stock Rights to employees and non-employee officers, directors and
agents of the Company in the form of ISOs, NQOs, Awards, SARs and
Purchases.  It is administered by the Board of Directors or by a
committee appointed by the Board of Directors.





The
Amended Plan gives broad powers to the Board or Committee to administer and
interpret the Amended Plan, including the authority to select the individuals to
be granted Stock Rights, and to prescribe the particular form and conditions of
each Stock Right granted.










Certain
Tax Matters





Currently,
the Board of Directors does not contemplate that Stock Rights granted under the
Amended Plan shall be in the form of ISOs - incentive stock options - meeting
the requirements of Section 422 of the Code, but rather it contemplates that
Options granted hereunder will consist of non-qualified options that do not meet
the requirements of Section 422.  Upon exercising a non-qualified
stock option, the Grantee must recognize ordinary income equal to the excess of
the fair market value of the shares of Common Stock of the Company acquired on
the date of exercise over the exercise price, and the Company will be entitled
at that time to a tax deduction for the same amount.  The tax
consequence to a Grantee upon a disposition of shares acquired through the
exercise of an Option will depend upon how long the shares have been
held. Generally, there will be no tax consequence to the Company in connection
with disposition of shares acquired under a NQO, except that the Company may be
entitled to a tax deduction in the case of a disposition of shares acquired
under an incentive stock option before the applicable incentive stock option
holding periods set forth in the Code have been satisfied. In general, the tax
consequences to the Company and to recipients of Stock Rights other than ISOs or
NQOs (such as an Award of restricted stock) will be governed by principles
relating to transfer of property in consideration of services, including Section
83 of the Code.










TABLE OF
CONTENTS





Page1.
            Purpose
      of Amended Plan
            
            22.
            Stock
      Subject to Amended Plan
            
            23.
            Administration
      of the Amended Plan
            
            24.
            Eligibility
            
            35.
            Price
            
            36.
            Term
            
            47.
            Exercise
      of Stock Right
            
            48.
            Additional
      Restrictions
            
            49.
            Alternative
      Stock Appreciation Rights
            
            410.
            Ten
      Percent Shareholder Rule
            
            511.
            Non-Transferability
            
            512.
            Restricted
      Stock Awards
            
            513.
            Performance
      Awards
            
            614.
            Dilution
      or Other Adjustments
            
            615.
            Amendment
      or Discontinuance of Plan
            
            616.
            Time
      of Granting
            
            617.
            Income
      Tax Withholding and Tax Bonuses
            
            618.
            Effective
      Date and Termination of Amended Plan
            
            719.
            Governing
      Law
            
            7










ZANETT
STOCK PLAN





1.           Purpose
of Amended Plan




This
Amended and Restated Plan shall be known as the “ZANETT STOCK PLAN” and is
hereinafter referred to as the “Amended Plan”.





The
purpose of the Zanett, Inc. Amended and Restated Incentive Stock Plan (the
“Amended Plan”) is to encourage employees and directors of, and consultants to,
Zanett, Inc. (the “Company”) and of any eligible present or future subsidiaries
of Zanett (each, a “related sub” and together with the Company, the “Zanett
Group”) and other individuals who render services to the Zanett Group to put
forth their best efforts to help the Company succeed, by providing opportunities
to participate in its ownership and future growth through:  the grant
of options which may qualify as “incentive stock options” under Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”) (each such option, an
“ISO”); the grant of options which do not qualify as “incentive stock options”
under Section 422 of the Code, (each such non-qualified option, a “NQO”); awards
of stocks in the Company (each, an “Award”); stock appreciation rights (“SARs”),
and opportunities to make direct purchases of stock in the Company (each, a
“Purchase”).





ISOs,
NQOs, Awards, SARs and authorization to make Purchases are collectively referred
to as “Stock Rights”.  ISOs and NQOs are collectively referred to as
“Options”.  Recipients of Stock Rights are referred to as
“Grantees”.





Grantee





Currently,
the Board of Directors does not contemplate that Stock Rights granted hereunder
shall be in the form of ISOs - incentive stock options -meeting the requirements
of Section 422 of the Code, but rather it contemplates that Options will be
non-qualified options that do not meet the requirements of Section
422.





2.           Stock
Subject to Amended Plan




Subject
to the provisions of Section 14 hereof, the stock to be subject to Stock Rights
under the Amended Plan shall be the authorized shares of Common Stock of the
Company, $.001 par value (the “Common Shares”). Such shares may be either
authorized but un-issued shares, or issued shares, which have been reacquired by
the Company.  The maximum number of Common Shares on which Stock
Rights may be granted under this Amended Plan shall be seven million
(7,000,000), subject to adjustment as provided in Section 14
hereof.





If a
Stock Right under the Amended Plan expires, terminates or is unexercised for any
reason with respect to any Common Shares, such shares shall again be available
for Stock Rights thereafter granted during the term of the Amended
Plan.





3.           Administration
of the Amended Plan




(a)           The
Amended Plan shall be administered by the Board of Directors of the Company or a
committee thereof (the “Committee”), subject to the provisions of Section 3(b)
hereof. The members of any such committee shall be appointed by and serve at the
pleasure of the Board of Directors. If no committee is appointed by the Board,
the Committee shall be comprised of all of the members of the Board of
Directors.




(b)           Notwithstanding,
Section 3(a) hereof, all Stock Rights granted under this Amended Plan to
officers, directors and others who are subject to Section 16 under the
Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder
(“Section 16 Regulations”), shall be made exclusively by a committee (the
“Disinterested Committee”) comprised of at least two members of the Board of
Directors who qualify as “disinterested” plan administrators under Section 16
Regulations, or whose administration otherwise qualifies transactions under the
Amended Plan as exempt from Section 16(b) of the 1934 Act. All references
hereinafter to the “Committee” shall mean the “Disinterested Committee” if the
action to be taken in administration of the Amended Plan must be taken by the
Disinterested Committee.




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(c)           The
Committee shall have plenary authority in its discretion, but subject to the
express provisions of the Amended Plan: (i) to determine the purchase price of
the Common Stock covered by each Stock Right, (ii) to determine the persons to
whom and the time or times at which such Stock Right shall be granted and the
number of shares to be subject to each, (iii) to determine the form of payment
to be made upon the exercise of a Stock Right, either cash, Common Shares of the
Company or a combination thereof, (iv) to determine the terms of exercise of
each Stock Right, (v) to accelerate the time at which all or any part of a Stock
Right may be exercised, (vi) to amend or modify the terms of any Stock Right
with the consent of the Grantee, (vii) to interpret the Amended Plan, (viii) to
prescribe, amend and rescind rules and regulations relating to the Amended Plan,
(ix) to determine the terms and provisions of each Stock Right agreement under
the Amended Plan (which agreements need not be identical), including the
designation of any options intended to be ISOs, and (x) to make all other
determinations necessary or advisable for the administration of the Plan,
subject to the exclusive authority of the Board of Directors under Section 15
herein to amend or terminate the Amended Plan. The Committee’s determinations on
the foregoing matters, unless otherwise disapproved by the Board of Directors of
the Company, shall be final and conclusive.




(d)           The
Committee may select one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine. A majority of its members
shall constitute a quorum. All determinations of the Committee shall be made by
not less than a majority of its members. Any decision or determination reduced
to writing and signed by all of the members of the Committee shall be fully
effective as if it had been made by a majority vote at a meeting duly called and
held. The grant of a Stock Right shall be effective only if a written agreement
shall have been duly executed and delivered by and on behalf of the Company
following such grant. The Committee may appoint a Secretary and may make such
rules and regulations for the conduct of its business, as it shall deem
advisable.




4.           Eligibility




ISOs may
only be granted under this Amended Plan to any employee (which term as used
herein includes, but is not limited to, officers and directors who are also
employees) of the Company and of its related subs. Full or part-time employees,
non-employee members of the Board of Directors, and non-employee consultants,
agents or independent contractors to the Company or one of its related subs
shall be eligible to receive NQOs, SARs, Awards and authorizations to make
Purchases; provided, however, that no member of the Disinterested Committee
shall act upon the granting to him/herself of Stock Rights, but any such member
may be counted in determining the existence of a quorum at any meeting of the
Board or Committee during which action is taken with respect to the granting of
Stock Rights to such member.   In determining the persons to whom
Stock Rights shall be granted and the number of Common Shares subject to each,
the Committee may take into account the nature of services rendered by the
respective employees or consultants, their present and potential contributions
to the success of the Company and such other factors as the Committee in its
discretion shall deem relevant. A person who has been granted a Stock Right
under this Amended Plan may be granted additional Stock Rights under the Amended
Plan if the Committee shall so determine; provided, however, that for ISOs, to
the extent the aggregate fair market value (determined at the time the ISO is
granted) of the Common Shares with respect to which all ISOs are exercisable for
the first time by an employee during any calendar year (under all plans
described in subsection (d) of Section 422 of the Code of his employer
corporation and its parent and subsidiary corporations) exceeds $100,000, such
options shall be treated as options which do not qualify as incentive stock
options. Nothing in the Amended Plan or in any agreement thereunder shall confer
on any employee any right to continue in the employ of the Company or any of its
related subs or affect, in any way, the right of the Company or any of its
related subs to terminate his or her employment at the time.





5.           Price




The
option price for all ISOs granted under the Amended Plan shall be determined by
the Committee but shall not be less than 100% of the fair market value of the
Common Shares at the date of grant of such option.  The option price
for options granted under the Amended Plan that do not qualify as ISOs, and, if
applicable, the purchase price for all Awards or other Stock Rights shall also
be determined by the Committee and may be other than 100% of the fair market
value of the Common Shares.  For purposes of the preceding sentence
and for all other valuation purposes under the Amended Plan, the fair market
value of the Common Shares shall be as reasonably determined by the
Committee.  If on the date of grant of any Stock Right hereunder the
Common Shares are not traded on an established securities market, the Committee
shall make a good faith attempt to satisfy the requirements of this Section 5
and in connection therewith shall take such action as it deems necessary or
advisable.




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6.           Term




Each
Stock Right and all rights and obligations thereunder shall expire on the date
determined by the Committee and specified in the Stock Right agreement. The
Committee shall be under no duty to provide terms of like duration for Stock
Rights granted under the Amended Plan, but the term of an Option may not extend
more than ten (10) years from the date of grant of such option.





7.           Exercise
of Stock Right




(a)           The
Committee shall have full and complete authority to determine whether a Stock
Right will be exercisable in full at any time or from time to time during the
term thereof, or to provide for the exercise thereof in such installments, upon
the occurrence of such events (such as termination of employment for any reason)
and at such times during the term of the Stock Right as the Committee may
determine and specify in the Stock Right agreement.




(b)           The
exercise of any Stock Right granted hereunder shall only be effective at such
time that the sale of Common Shares pursuant to such exercise will not violate
any state or federal securities or other laws.




(c)           A
Stock Right holder electing to exercise his/her Stock Rights shall give written
notice to the Company at its principal office address, or to such transfer agent
as the Company shall designate from time to time.  Such notice shall
identify the Stock Right being exercised and specify the number of Common Shares
subject to such exercise. The full purchase price of such shares shall be
tendered with such notice of exercise.  Payment for such shares shall
be made to the Company either (a) in United States dollars in cash or check, or,
(b) at the discretion of the Committee and as specified by the Committee, (i) by
delivering certificates for the Company’s Common Shares already owned by the
holder having a fair market value as of the date of grant equal to the cash
exercise price of the Stock Rights or (ii) a combination of cash and such
shares, or (c) at the discretion of the Company and consistent with applicable
law, through the delivery of an assignment to the Company of a sufficient amount
of the proceeds from the sale of the Common Shares acquired upon exercise of the
Stock Rights and an authorization to the broker or selling agent to pay that
amount to the Company, or (d) at the discretion of the Company, by any
combination of (a), (b) and (c) above.  Until such person has been
issued the Common Shares subject to such exercise, he or she shall possess no
rights as a shareholder with respect to such shares.




8.           Additional
Restrictions




The
Committee shall have full and complete authority to determine whether all or any
part of the Common Shares of the Company acquired upon exercise of any of the
Stock Rights granted under the Amended Plan shall be subject to restrictions on
the transferability thereof or any other restrictions affecting in any manner
the holder’s rights with respect thereto, but any such restriction shall be
contained in the agreement relating to such Stock Rights.





9.           Alternative
Stock Appreciation Rights




(a)           Grant.
At the time of grant of a Stock Right under the Amended Plan (or at any other
time), the Committee, in its discretion, may grant a “Stock Appreciation Right”
evidenced by an agreement in such form as the Committee shall from time to time
approve. Any such SAR may be subject to restrictions on the exercise thereof as
may be set forth in the agreement representing such SAR which agreement shall
comply with and be subject to the following terms and conditions and any
additional terms and conditions established by the Committee that are consistent
with the terms of the Amended Plan.




(b)           Exercise.
A SAR shall be exercised by the delivery to the Company of a written notice
which shall state that the holder thereof elects to exercise his/her SAR as to
the number of Common Shares specified in the notice and which shall further
state what portion, if any, of the SAR exercise amount (hereinafter defined) the
holder thereof requests be paid to in cash and what portion, if any, is to be
paid in Common Shares of the Company. The Committee promptly shall cause to be
paid to such holder the SAR exercise amount either in cash, in Common Shares of
the Company, or any combination of cash and shares as the Committee may
determine. Such determination may be either in accordance with the request made
by the holder of the SAR or in the sole and absolute discretion of the
Committee. The SAR exercise amount is the excess of the fair market value of one
Common Share on the date of exercise over the per share exercise price at the
time of the grant of such SAR, multiplied by the number of shares as to which
the SAR is exercised. For the purposes hereof, the fair market value of the
Common Shares shall be determined as provided in Section 5 herein.




4




10.           Ten
Percent Shareholder Rule




Notwithstanding
any other provision in the Amended Plan, if at the time an Option is granted
pursuant to the Amended Plan the Grantee owns directly or indirectly (within the
meaning of Section 425(d) of the Code) Common Shares possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or its parent or subsidiary corporations, if any (within the meaning of
Section 422(b)(6) of the Code), then any ISO to be granted to such Grantee
pursuant to the Amended Plan shall satisfy the requirements of Section 422(c)(6)
of the Code, and the option price shall be not less than 110% of the fair market
value of the Common Shares determined as described herein, and such Option by
its terms shall not be exercisable after the expiration of five (5) years from
the date such option is granted.





11.           Non-Transferability




Except as
otherwise provided in a Stock Right agreement, no Stock Right granted under the
Amended Plan shall be transferable by a Grantee, otherwise than by will or the
laws of descent or distribution, and during the lifetime of a Grantee, the Stock
Right shall be exercisable only by such Grantee.





12.           Restricted
Stock Awards




The
Committee may grant Awards of Common Shares subject to forfeiture and transfer
restrictions. Any restricted stock Award shall be evidenced by an agreement in
such form as the Committee shall from time to time approve, which agreement
shall comply with and be subject to the following terms and conditions and any
additional terms and conditions established by the Committee that are consistent
with the terms of the Amended Plan:





(a)           Grant
of Restricted Stock Awards. Each restricted stock Award made under he Amended
Plan shall be for such number of Common Shares as shall be determined by the
Committee and set forth in the agreement containing the terms of such Award,
such as a period of time during which the Grantee must remain in the continuous
employment of the Company in order for the forfeiture and transfer restrictions
to lapse. If the Committee so determines, the restrictions may lapse during such
restricted period in installments with respect to specified portions of the
Common Shares covered by the Award. The agreement may also, in the discretion of
the Committee, set forth performance or other conditions that will subject the
Common Shares to forfeiture and transfer restrictions. The Committee may, at its
discretion, waive all or any part of the restrictions applicable to any or all
outstanding restricted stock Awards.




(b)           Delivery
of Common Shares and Restrictions. At the time of a restricted stock Award, a
certificate representing the number of Common Shares awarded thereunder shall be
registered in the name of the Grantee. Such certificate shall be held by the
Company or any custodian appointed by the Company for the account of the Grantee
subject to the terms and conditions of the Amended Plan, and shall bear such a
legend setting forth the restrictions imposed thereon as the Committee, in its
discretion, may determine. The Grantee shall have all rights of a shareholder
with respect to the Common Shares, including the right to receive dividends and
the right to vote such shares, and the Committee shall generally impose certain
restrictions including the following: (i) the Grantee shall not be entitled to
delivery of the stock certificate until the expiration of the restricted period
and the fulfillment of any other restrictive conditions set forth in the
restricted stock agreement with respect to such Common Shares; (ii) none of the
Common Shares may be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of during such restricted period or until after
the fulfillment of any such other restrictive conditions; and (iii) except as
otherwise determined by the Committee, all of the Common Shares shall be
forfeited and all rights of the Grantee to such Common Shares shall terminate,
without further obligation on the part of the Company, unless the Grantee
remains in the continuous employment of the Company for the entire restricted
period in relation to which such Common Shares were granted and unless any other
restrictive conditions relating to the restricted stock award are met. Any
Common Shares, any other securities of the Company and any other property
(except for cash dividends) distributed with respect to the Common Shares
subject to restricted stock awards shall be subject to the same restrictions,
terms and conditions as such restricted Common Shares.




5




(c)           Termination
of Restrictions. At the end of the restricted period and provided that any other
restrictive conditions of the restricted stock Award are met, or at such earlier
time as otherwise determined by the Committee, all restrictions set forth in the
agreement relating to the restricted stock Award or in the Plan shall lapse as
to the restricted Common Shares subject thereto, and a stock certificate for the
appropriate number of Common Shares, free of the restrictions and the restricted
stock legend, shall be delivered to the Grantee or his/her beneficiary or
estate, as the case may be.




13.           Performance
Awards




The
Committee is further authorized to grant Performance Awards. Subject to the
terms of this Amended Plan and any applicable Award agreement, a Performance
Award granted under the Amended Plan (i) may be denominated or payable in cash,
Common Shares of the Company (including, without limitation, restricted stock),
other securities, other awards, or other property and (ii) shall confer on the
holder thereof rights valued as determined by the Committee, in its discretion,
and payable to, or exercisable by, the holder of the Performance Awards, in
whole or in part, upon the achievement of such performance goals during such
performance periods as the Committee, in its discretion, shall establish.
Subject to the terms of this Amended Plan and any applicable Award agreement,
the performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted, and the
amount of any payment or transfer to be made by the Company under any
Performance Award shall be determined by the Committee.





14.           Dilution
or Other Adjustments




If there
shall be any change in the Common Shares through merger, consolidation,
reorganization, recapitalization, dividend in the form of stock (of whatever
amount), stock split or other change in the corporate structure, appropriate
adjustments in the Amended Plan and outstanding Stock Rights shall be made by
the Committee. In the event of any such changes, adjustments shall include,
where appropriate, changes in the aggregate number of shares subject to the
Amended Plan, the number of shares and the price per share subject to
outstanding Stock Rights and the amount payable upon exercise of outstanding
Awards, in order to prevent dilution or enlargement of Stock
Rights.





15.           Amendment
or Discontinuance of Plan




The Board
of Directors may amend or discontinue the Amended Plan at any time. Subject to
the provisions of Section 14 no amendment of the Amended Plan, however, shall
without shareholder approval: (i) increase the maximum number of shares under
the Amended Plan as provided in Section 2 herein, (ii) decrease the minimum
price provided in Section 5 herein, (iii) extend the maximum term under Section
5, or (iv) modify the eligibility requirements for participation in the Amended
Plan. The Board of Directors shall not alter or impair any Stock Right
theretofore granted under the Amended Plan without the consent of the holder of
such Stock Right.





16.           Time
of Granting




Stock Rights may be granted under the
Amended Plan at any time on or after September 1, 2001 and prior to January 1,
2011.  The  date of a grant of a Stock Right under the
Amended Plan will be the date specified by the Committee at the time it grants
the Stock Rights.





17.           Income
Tax Withholding and Tax Bonuses




(a)           In
order to comply with all applicable federal or state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure
that all applicable federal or state payroll, withholding, income or other
taxes, which are the sole and absolute responsibility of a Grantee under the
Amended Plan, are withheld or collected from such Grantee. In order to assist a
Grantee in paying all federal and state taxes to be withheld or collected upon
exercise of a Stock Right which does not qualify as an ISO hereunder, the
Committee, in its absolute discretion and subject to such additional terms and
conditions as it may adopt, shall permit the Grantee to satisfy such tax
obligation by (i) electing to have the Company withhold a portion of the shares
otherwise to be delivered upon exercise of such Stock Right with a fair market
value, determined in accordance with Section 5 herein, equal to such taxes or
(ii) delivering to the Company Common Shares other than the shares issuable upon
exercise of such Stock Right with a fair market value, determined in accordance
with Section 5, equal to such taxes.




6




(b)           The
Committee shall have the authority, at the time of grant of a Stock Right under
the Amended Plan or at any time thereafter, to approve tax bonuses (gross-up) to
senior employees of the Company who are Grantees, to be paid upon their exercise
of Stock Rights granted hereunder. The Committee shall determine the amount of
any such payment. The Committee shall have full authority in its absolute
discretion to determine the amount of any such tax bonus and the terms and
conditions affecting the vesting and payment thereafter.




18.           Effective
Date and Termination of Amended Plan




(a)           This
Amended Plan was adopted by the Board of Directors by unanimous action in
writing, effective as of April 22, 2003, amending and restating the Incentive
Stock Plan effective September 1, 2001 and approved by the shareholders at the
Annual Meeting of Shareholders which took place on June 13, 2002, subject, with
respect to the validation of ISOs granted under the Amended Plan, to approval of
the Amended Plan by the shareholders of the Company at the Next Meeting of
Shareholders or, in lieu thereof, by written consent.  If the approval
of shareholders is not obtained prior to October 30, 2003, any grants
of  ISOs under the Amended Plan made prior to that date shall be
rescinded.




(b)           Unless
the Amended Plan shall have been discontinued as provided in Section 14 hereof,
the Amended Plan shall terminate at 5:00 PM (New York Time) on January 1, 2011.
No Stock Right may be granted after such termination, but termination of the
Amended Plan shall not, without the consent of Grantee, alter or impair any
rights or obligations under any Stock Right theretofore granted.




19.           Governing
Law




The
validity and construction of the Amended Plan and the instruments evidencing
Stock Rights shall be governed by the laws of the State of
Delaware.




7