**OCEAN
      WEST HOLDING CORPORATION 2006 EMPLOYEE STOCK**


**INCENTIVE
      PLAN**


(Approved
      and adopted by the Board of Directors on August 4, 2006)





STATEMENT
      OF PURPOSE





The
      Ocean
      West Holding Corporation 2006 Employee Stock Incentive Plan is intended to
      afford an incentive to employees, corporate officers, directors, consultants
      and
      other key persons employed or retained by OCEAN WEST HOLDING CORPORATION and
      its
      Subsidiaries and affiliates to acquire a proprietary interest in the Company
      and
      to enable the Company and its Subsidiaries and affiliates to attract and retain
      such persons.





DEFINITIONS





For
      purposes of the Plan, the following terms are defined as set forth below:





a. *“10%
      Holder”* shall
      mean any person who, for purposes of Section 422 of the Code owns more than
      10%
      of the total combined voting power of all classes of stock of the employer
      corporation or of any Subsidiary.





b. *"Award"* means a
      Stock Option, Stock Appreciation Right or Restricted Stock.




c. *"Board"* means
      the Board of Directors of the Company.





d. *"Change
      of Control"* has the
      meaning set forth in Section 4.3.1.





e. *"Code"* means
      the Internal Revenue Code of 1986, as amended from time to time, and any
      successor thereto.





f. *"Committee"* means
      the Committee referred to in Section 3.1.





g. *"Common
      Stock"* means
      common stock, par value $.01 per share, of the Company.





h. *"Company"* means
      Ocean West Holding Corporation a Delaware corporation.





i. *"Covered
      Employee"* means a
      participant designated prior to the grant of Restricted Stock by the Committee
      who is or may be a "covered employee" within the meaning of Section 162(m)(3)
      of
      the Code in the year in which Restricted Stock is expected to be taxable to
      such
      participant.





j. *"Eligible
      Persons”* means
      the Eligible Persons referred to in Section 2 of the Plan.





k. *"Exchange
      Act"* means
      the Securities Exchange Act of 1934, as amended from time to time, and any
      successor thereto.







l. *"Fair
      Market Value"* means,
      as of any given date, (i) if the Common Stock is listed or admitted to trade
      on
      a national securities exchange, the closing price of the Common Stock on the
      Composite Tape, as published in The Wall Street Journal, of the principal
      national securities exchange on which the Common Stock is so listed or admitted
      to trade, on such date, or, if there is no trading of the Common Stock on such
      date, then the closing price of the Common Stock as quoted on such Composite
      Tape on the next preceding date on which there was trading in such shares;
      (ii)
      if the Common Stock is not listed or admitted to trade on a national securities
      exchange, the mean between the closing bid and asked price for the Common Stock
      on such date, as furnished by the National Association of Securities Dealers,
      Inc. (“NASD”) Over-The-Counter Bulletin Board (the “OTCBB”); (iii) if the Common
      Stock is not listed or admitted to trade on a national securities exchange
      and
      closing bid and asked prices are not furnished by the OTCBB, the mean between
      the closing bid and asked price for the Common Stock on such date, as furnished
      by the Pink Sheets, LLC (“Pink Sheets”) or similar organization; and (iv) if the
      stock is not listed or admitted to trade on a national securities exchange
      and
      if bid and asked prices for the Common Stock are not furnished by the OTCBB,
      Pink Sheets or a similar organization, the value established in good faith
      by
      the Committee taking into account such facts and circumstances deemed to be
      material by the Committee to the value of the Common Stock in the hands of
      the
      Eligible Person.





Notwithstanding
      the foregoing, for purposes of granted Non-Qualified Stock Options or Stock
      Appreciation Rights, Fair Market Value of Common Stock shall be determined
      in
      accordance with the requirements of Code Section 409A, and for purposes of
      granting Incentive Stock Options, Fair Market Value of Common Stock shall be
      determined in accordance with the requirements of Code Section 422.





m. *"Incentive
      Stock Option"* means
      any Stock Option designated as, and intended to qualify as, an "incentive stock
      option" within the meaning of Section 422 of the Code.





n. *"Non-Qualified
      Stock Option"* means
      any Stock Option that is not an Incentive Stock Option.





o. *"Performance
      Goals"* means
      the performance goals established by the Committee in connection with the grant
      of Restricted Stock.





p. *"Plan"* means
      the Ocean West Holding Corporation 2006 Employee Stock Incentive Plan, as set
      forth herein and as hereinafter amended from time to time.





q. *"Qualified
      Performance-Based Award"* means an
      Award of Restricted Stock designated as such by the Committee at the time of
      grant, based upon a determination that (i) the recipient is or may be a "covered
      employee" within the meaning of Section 162(m)(3) of the Code in the year in
      which the Company would expect to be able to claim a tax deduction with respect
      to such Restricted Stock and (ii) the Committee wishes such Award to qualify
      for
      the Section 162(m) Exemption.





r. *"Restricted
      Stock"* means an
      Award granted under Section 6.





s. *"Section
      162(m) Exemption"* means
      the exemption from the limitation on deductibility imposed by Section 162(m)
      of
      the Code that is set forth in Section 162(m)(4)(C) of the Code.





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t. *"Stock
      Appreciation Right"* means an
      Award granted under Section 5.





u. *"Stock
      Option”* means an
      Award granted under Section 4.





v. *“Subsidiary”* shall
      have the meaning given to the term "Subsidiary corporation" in Section 424(f)
      of
      the Code.





w. *"Termination
      of Employment"* means
      the termination of the participant's employment with the Company and any of
      its
      Subsidiaries. A participant employed by a Subsidiary shall also be deemed to
      incur a Termination of Employment if the Subsidiary ceases to be such a
      Subsidiary, and the participant does not immediately thereafter become an
      employee of the Company or another Subsidiary. Temporary absences from
      employment because of illness, vacation or leave of absence and transfers among
      the Company and its Subsidiaries shall not be considered Terminations of
      Employment. If so determined by the Committee, a participant shall be deemed
      not
      to have incurred a Termination of Employment if the participant enters into
      a
      contract with the Company or a Subsidiary providing for the rendering by the
      participant of consulting services to the Company or such Subsidiary on terms
      approved by the Committee; however, Termination of Employment of the participant
      shall occur when such contract ceases to be in effect.





In
      addition, certain other terms used herein have definitions given to them in
      the
      first place in which they are used.





STATEMENT
      OF THE PLAN





**1.**
            **Shares
                Subject to the Plan.**





Subject
      to the provisions of Section 7, the maximum number of shares of shares which
      may
      be issued under the Plan shall be three million (3,000,000) shares of Common
      Stock, par value $.01 per share, of the Company (the "Shares”). The Company
      shall at all times while the Plan is in effect reserve such number of shares
      of
      Common Stock as will be sufficient to satisfy the requirements of outstanding
      Awards granted under the Plan. The Shares subject to the Plan shall be either
      authorized and unissued shares or treasury shares of Common Stock. If any Award
      is forfeited, or if any Stock Option (and related Stock Appreciation Right,
      if
      any) terminates, expires or lapses for any reason without having been exercised
      in full or shall cease for any reason to be exercisable in whole or in part,
      or
      if any Stock Appreciation Right is exercised for cash, the unpurchased Shares
      subject to such Awards shall again be available for distribution under the
      Plan.
      No more than 40% of the shares of Common Stock available for grant under the
      Plan as of the first day of any calendar year in which the Plan is in effect
      shall be utilized in that fiscal year for the grant of Awards in the form of
      Restricted Stock.





**2.**
            **Eligibility.**





Awards
      may be granted only to employees, salaried officers and other key persons
      employed or retained by the Company or its Subsidiaries, and any non-employee
      director, consultant, vendor or other individual having a business relationship
      with the Company or its Subsidiaries to the extent not prohibited by law
      ("Eligible Persons"). As used in this Plan, the term "Subsidiaries" shall
      include Subsidiaries of a Subsidiary.




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**3.**
            **Administration
                of the Plan.**





3.1. The
      Plan
      shall be administered either by either the full Board of Directors or by a
      committee (either the full Board or the committee is referred to hereinafter
      as
      the "Committee") composed of at least two non-employee directors, each of whom
      shall be a disinterested person, as defined by Rule 16b-3(c)(2)(i) under the
      Exchange Act, which Committee shall be appointed by and serve at the pleasure
      of
      the Board. Within the limits of the express provisions of the Plan, the
      Committee shall have the authority to determine, in its absolute discretion,
      (i)
      the individuals to whom, and the time or times at which Awards shall be granted,
      (ii) whether and to what extent Incentive Stock Options, Non-Qualified Stock
      Options, Stock Appreciation Rights and Restricted Stock or any combination
      thereof are to be granted hereunder, (iii) the number of Shares to be covered
      by
      each Award granted hereunder, (iv) subject to Sections 4.7 and 6.3(G), the
      terms
      and conditions of any Award granted hereunder including, but not limited to,
      the
      option price, any vesting condition, restriction or limitation (which may be
      related to the performance of the participant, the Company or any Subsidiary),
      and any vesting, acceleration, forfeiture or waiver regarding any Award and
      the
      shares of Common Stock relating thereto, (v) modify, amend or adjust the terms
      and conditions of any Award, at any time or from time to time, including but
      not
      limited to, Performance Goals; *provided* , *however* ,
      that
      the Committee may not adjust upwards the amount payable with respect to
      Qualified Performance-Based Awards or waive or alter the Performance Goals
      associated therewith or cause such Restricted Stock to vest earlier than
      permitted by Section 6.3(G); (vi) to what extent and under what circumstances
      Common Stock and other amounts payable with respect to an Award shall be
      deferred; and (vii) under what circumstances an Award may be settled in cash
      or
      Common Stock under Sections 6.3(B) and 10.2, *provided* *,* *however* *,* that the
      Committee shall not have such power to the extent that the mere possession
      (as
      opposed to the exercise) of such power would result in adverse tax consequences
      to any participant under Code Section 409A. In making such determinations,
      the
      Committee may take into account such factors as the Committee, in its absolute
      discretion, shall deem relevant. Subject to the express provisions of the Plan,
      the Committee shall also have the authority to interpret the Plan, to prescribe,
      amend and rescind rules and regulations relating to it, to determine the terms
      and provisions of the respective option instruments or agreements (which need
      not be identical) and to make all other determinations and take all other
      actions necessary or advisable for the administration of the Plan. The
      Committee's determinations on the matters referred to in this Section 3.1 shall
      be conclusive. Any determination by a majority of the members of the Committee
      shall be deemed to have been made by the whole Committee.





3.2. Each
      member of the Committee shall be indemnified and held harmless by the Company
      against any cost or expense (including counsel fees) reasonably incurred by
      such
      member, or liability (including any sum paid in settlement of a claim with
      the
      approval of the Company) arising out of any act or omission to act in connection
      with the Plan unless arising out of such member’s own fraud or bad faith, to the
      extent permitted by applicable law. Such indemnification shall be in addition
      to
      any rights of indemnification the members may have as directors or otherwise
      under the By-laws of the Company, any agreement or vote of stockholders or
      disinterested directors or otherwise.





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4.
            **Stock
                Options.**





Stock
      Options may be granted alone or in addition to other Awards. Stock Options
      granted hereunder may be either Incentive Stock Options or Non-Qualified Stock
      Options. Any Stock Option granted hereunder shall be in such form as the
      Committee may from time to time approve. Stock Options granted under the Plan
      shall be subject to the following terms and conditions and shall contain such
      additional terms and conditions as the Committee shall deem desirable:


4.1. *Stock
      Option Exercise Price* .
      Subject
      to adjustments in accordance with Sections 7 and 8, the exercise price of each
      Stock Option granted under the Plan shall be set forth in the applicable Option
      Agreement, but in no event shall such price be less than the Fair Market Value
      of the Shares subject to the Stock Option on the date the Stock Option is
      granted. The exercise price for Incentive Stock Options shall not be less than
      100% of the Fair Market Value per share of the Common Stock at the time the
      Stock Option is granted, nor less than 110% of such Fair Market Value in the
      case of an Incentive Stock Option granted to an individual who, at the time
      the
      option is granted, is a 10% Holder. The Fair Market Value of the Shares shall
      be
      determined in good faith by the Committee, with the approval of the Board,
      in
      accordance with the Plan and in accordance with the requirements of Code
      Sections 409A and 422.


4.2. *Maximum
      Stock Option Grant* .
      With
      respect to Stock Options which are intended to qualify as Incentive Stock
      Options, the aggregate Fair Market Value (determined as of the time the Stock
      Option is granted) of the Common Stock with respect to which Incentive Stock
      Options granted to any participant (whether under this Plan or under any other
      stock option plan of the Company or its Subsidiaries) become exercisable for
      the
      first time in any calendar year, may not exceed $100,000. The number of Shares
      for which any participant, in any calendar year, may be granted Stock Options
      under the Plan not treated as Incentive Stock Options shall be limited to not
      more than 1,500,000. **** Notwithstanding the forgoing, nothing contained in the Plan shall be construed
      to prohibit the grant of Stock Options under the Plan to an Eligible Person
      by
      reason of such person holding Stock Options to purchase shares of Common Stock
      or any other securities of the Company granted otherwise than under the
      Plan.


4.3.
            *Exercise
                of Stock Options.*





4.3.1. Subject
      to the provisions in this Section 4.3 and in Section 9, Stock Options may be
      exercised in whole or in part. The Committee, in its absolute discretion, shall
      determine the time or times at which any Stock Option granted under the Plan
      may
      be exercised; provided, however, that each Stock Option:





(A) shall
      be
      exercisable by a participant only if such participant was an Eligible Person
      (and in the case of an Incentive Stock Option, was an employee or salaried
      officer of the Company or any of its Subsidiaries) at all times beginning from
      the date of the grant of the Incentive Stock Option to a date not more than
      three months (except as otherwise provided in Section 8) before exercise of
      such
      Stock Option;





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(B) may
      not
      be exercised prior to the expiration of at least one year from the date of
      grant
      except in the case of the death or disability of the participant or otherwise
      with the approval of the Committee or the Board of Directors or, if the option
      agreement evidencing such Stock Option so provides, upon a "Change of Control"
      as defined below;





(C) shall
      expire no later than the expiration of ten years (five years in the case of
      an
      Incentive Stock Option granted to a 10% Holder) from the date of its grant;
      and





(D) shall
      not
      be exercisable by a participant until such participant executes and delivers
      a
      written representation to the effect that such participant is acquiring the
      Common Stock for investment and not with the intent of distributing the same
      (unless such Common Stock shall be appropriately registered under the Securities
      Act of 1933, as amended, or exempt from registration thereunder).





A
      " Change
      of Control "
      as used
      in this Section 4.3 shall mean any of the following:





(i) any
      consolidation, merger or sale of the Company in which the Company is not the
      continuing or surviving corporation or pursuant to which shares of the Company’s
      stock would be converted into cash, securities or other property;
      or





(ii) the
      stockholders of the Company approve an agreement for the sale, lease, exchange
      or other transfer (in one transaction or a series of related transactions)
      of
      all or substantially all of the assets of the Company; or





(iii) any
      approval by the stockholders of the Company of any plan or proposal for the
      liquidation or dissolution of the Company; or





(iv) the
      acquisition of beneficial ownership (within the meaning of Rule 13d-3 under
      the
      Exchange Act of an aggregate of 25% or more of the voting power of the Company’s
      outstanding voting securities by any single person or group (as such term is
      used in Rule 13d-5 under the Exchange Act), unless such acquisition was approved
      by the Board of Directors prior to the consummation thereof); or





(v) the
      appointment of a trustee in a Chapter 11 bankruptcy proceeding involving the
      Company or the conversion of such a proceeding into a case under Chapter
      7.





As
      a
      condition of the grant of a Stock Option, the Committee, in its absolute
      discretion, may require an Eligible Person to enter into an employment agreement
      with the Company or any Subsidiary or affiliate of the Company covering a period
      of at least one year following the grant, and if the grant specifically
      requires, compliance with all terms and conditions of any such employment
      agreement shall be a condition to the exercise by the participant of such
      participant’s Stock Option (provided, however, that such compliance may be
      waived by the Committee in its absolute discretion).





4.3.2. Stock
      Options granted under the Plan shall be exercised by the delivery by the holder
      thereof to the Company at its principal offices (to the attention of the
      Secretary) of written notice of the number of Shares with respect to which
      the
      Stock Option is being exercised, accompanied by payment in full of the Stock
      Option exercise price of such Shares. The exercise price shall be payable in
      cash by a certified or bank check or such other instrument as the Company may
      accept; *provided* *,* *however* ,
      that in
      lieu of payment in cash, a participant may, with the approval of the Company's
      Board and on the recommendation of the Committee, pay for all or part of the
      Shares to be purchased upon exercise of such participant’s Stock Option
      by:





6


(A) tendering
      to the Company shares of the Company's Common Stock owned by such participant
      and having a Fair Market Value (as determined pursuant to Section 4.1) equal
      to
      the exercise price (or the balance thereof) applicable to such participant's
      Stock Option; or





(B) complying
      with any exercise and sell (or cashless exercise) program which the Company
      has
      established with a broker-dealer.





4.3.3.
            The
                holder of an option shall have none of the rights of a stockholder
                with
                respect to the Shares covered by such holder’s option until such Shares
                shall be issued to such holder upon the exercise of such holder’s option.





4.4. *Termination
      of Service* .
      In the
      event that the service of an individual to whom a Stock Option has been granted
      under the Plan shall terminate (otherwise than by reason of such individual’s
      death or total disability, or for cause), such option may be exercised (if
      and
      to the extent that such individual was entitled to do so at the date of
      termination of such individual’s service) at any time within three months after
      such termination, but in no event after the expiration of the term of the
      option. No option granted under the Plan may be exercised by a participant
      following termination of such participant's employment for cause. "Termination
      for cause" shall mean dismissal for dishonesty, conviction or confession of
      a
      crime punishable by law (except minor violations), fraud, misconduct or
      disclosure of confidential information. If the service of an individual to
      whom
      a Stock Option has been granted under the Plan shall be suspended pending an
      investigation of whether or not the individual shall be terminated for cause,
      all of the individuals rights under any option granted hereunder likewise shall
      be suspended during the period of investigation.





4.5. *Death
      or Total Disability of a Stock Option Holder* .
      In the
      event of the death or total disability of an individual to whom a Stock Option
      has been granted under the Plan (i) while serving as an Eligible Person; or
      (ii)
      within three months after the termination of such service, other than for cause,
      such option may be exercised (if and to the extent that the deceased individual
      was entitled to do so at the date of such individual’s death or total
      disability) by a legatee or legatees of such participant under such individual's
      last will and testament or by such individual’s personal representatives or
      distributees, at any time within
      twelve months
      after such individual’s death or total disability, but in no event after the
      expiration of the term of the option.





As
      used
      in this Plan, the term "total disability" refers to a mental or physical
      impairment of the individual which has lasted or is expected to last for a
      continuous period of twelve months or more and which causes the individual
      to be
      unable, in the opinion of the Company and two (if more than one is required
      by
      the Company in its sole discretion) independent physicians, to perform such
      individual’s duties for the Company and to be engaged in any substantial gainful
      activity. Total disability shall be deemed to have occurred on the first day
      after the Company and the two (if more than one is required by the Company
      in
      its sole discretion) independent physicians have furnished their opinion of
      total disability to the Committee.





7


4.6. *Non-transferability
      of Stock Options* .
      A Stock
      Option shall not be transferable otherwise than by will or the laws of descent
      and distribution and is exercisable during the lifetime of the Eligible Person
      only by such Eligible Person or such Eligible Person’s guardian or legal
      representative. Notwithstanding the foregoing, the Committee shall have
      discretionary authority to grant Stock Options which will be transferable to
      members of a participant's immediate family, including trusts for the benefit
      of
      such family members and partnerships in which such family members are the only
      partners. A transferred option would be subject to all of the same terms and
      conditions as if such option had not been transferred. Upon any attempt to
      transfer a Stock Option granted under this Plan otherwise than as permitted
      hereunder, or upon the levy of attachment or similar process upon such option,
      such option shall automatically become null and void and of no further force
      and
      effect.





4.7. *Evidence
      of Stock Option Grant* .
      Each
      option granted pursuant to the Plan shall be evidenced by an agreement (the
      "Option Agreement") which shall clearly identify the status of the Stock Options
      granted thereunder (i.e., whether an Incentive Stock Option or Non-Qualified
      Stock Option). The Option Agreement shall comply in all respects with the terms
      and conditions of the Plan and may contain such additional provisions,
      including, without limitation, restrictions upon the exercise of the option,
      as
      the Committee shall deem advisable.





4.8. *Deferral
      of Stock Option Shares.* The
      Committee may from time to time establish procedures pursuant to which a
      participant may elect to defer, until a time or times later than the exercise
      of
      a Stock Option, receipt of all or a portion of the shares of Common Stock
      subject to such Stock Option and/or to receive cash at such later time or times
      in lieu of such deferred shares, all on such terms and conditions as the
      Committee shall determine. If any such deferrals are permitted, then
      notwithstanding Sections 4.3.1 and 4.3.2. above, a participant who elects such
      deferral shall not have any rights as a stockholder with respect to such
      deferred shares unless and until shares are actually delivered to the
      participant with respect thereto, except to the extent otherwise determined
      by
      the Committee. Notwithstanding anything herein to the contrary, in no event
      will
      any deferral of the delivery of shares of Common Stock or any other payment
      with
      respect to any Award be allowed if the Committee determines, in its sole
      discretion, that the deferral would result in the imposition of additional
      tax
      under Code Section 409A(a)(1)(B).


5.
            **Stock
                Appreciation Rights**





5.1. *Grant
      and Exercise.* Stock
      Appreciation Rights may be granted in conjunction with all or part of any Stock
      Option granted under the Plan. In the case of a Non-Qualified Stock Option,
      such
      rights may be granted either at or after the time of grant of such Stock Option.
      In the case of an Incentive Stock Option, such rights may be granted only at
      the
      time of grant of such Stock Option. A Stock Appreciation Right shall terminate
      and no longer be exercisable upon the termination or exercise of the related
      Stock Option.




A
      Stock
      Appreciation Right may be exercised by a participant in accordance with Section
      5.2 by surrendering the applicable portion of the related Stock Option in
      accordance with procedures established by the Committee. Upon such exercise
      and
      surrender, the participant shall be entitled to receive an amount determined
      in
      the manner prescribed in Section 5.2. Stock Options which have been so
      surrendered shall no longer be exercisable to the extent the related Stock
      Appreciation Rights have been exercised.





8


5.2 *Terms
      and Conditions.* Stock
      Appreciation Rights shall be subject to such terms and
      conditions as shall be determined by the Committee, including the following:





(A) Stock
      Appreciation Rights shall be exercisable only at such time or times and to
      the
      extent that the Stock Options to which they relate are exercisable in accordance
      with the provisions of Section 4 and this Section 5.





(B) Upon
      the
      exercise of a Stock Appreciation Right, a participant shall be entitled to
      receive an amount in cash, shares of Common Stock or both, in value equal to
      the
      excess of the Fair Market Value of one share of Common Stock over the option
      price per share specified in the related Stock Option multiplied by the number
      of shares in respect of which the Stock Appreciation Right shall have been
      exercised, with the Committee having the right to determine the form of payment.





(C) Stock
      Appreciation Rights shall be transferable only to permitted transferees of
      the
      underlying Stock Option in accordance with Section 4.6.





(D) Upon
      the
      exercise of a Stock Appreciation Right, the Stock Option or part thereof to
      which such Stock Appreciation Right is related shall be deemed to have been
      exercised for the purpose of the limitation set forth in Section 1 on the number
      of shares of Common Stock to be issued under the Plan, but only to the extent
      of
      the number of shares covered by the Stock Appreciation Right at the time of
      exercise based on the value of the Stock Appreciation Right at such time.





6.  **Restricted
      Stock**





6.1. *Administration.* Shares
      of
      Restricted Stock may be awarded either alone or in addition to other Awards
      granted under the Plan. The Committee shall determine the Eligible Persons
      to
      whom and the time or times at which grants of Restricted Stock will be awarded,
      the number of shares to be awarded to any Eligible Person, the conditions for
      vesting, the time or times within which such Awards may be subject to forfeiture
      and any other terms and conditions of the Awards, in addition to those contained
      in Section 6.3.




6.2. *Awards
      and Certificates.* Shares
      of
      Restricted Stock shall be evidenced in such


manner
      as
      the Committee may deem appropriate, including book-entry registration or
      issuance of one or more stock certificates. Any certificate issued in respect
      of
      shares of Restricted Stock shall be registered in the name of such Eligible
      Person and shall bear an appropriate legend referring to the terms, conditions,
      and restrictions applicable to such Award, substantially in the following form:





"The
      transferability of this certificate and the shares of stock represented hereby
      are subject to the terms and conditions (including forfeiture) of the Ocean
      West
      Holding Corporation 2006 Employee Stock Incentive Plan and a Restricted Stock
      Agreement. Copies of such Plan and Agreement are on file at the offices of
      Ocean
      West Holding Corporation, 26 Executive Park, Suite 250, Irvine, CA 92614."





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The
      Committee may require that the certificates evidencing such shares be held
      in
      custody by the Company until the restrictions thereon shall have lapsed and
      that, as a condition of any Award of Restricted Stock, the participant shall
      have delivered a stock power, endorsed in blank, relating to the Common Stock
      covered by such Award.




6.3.
            *Terms
                and Conditions.*Shares
                of Restricted Stock shall be subject to the following terms and
                conditions:





(A) The
      Committee
      may, prior to or at the time of grant, designate an Award of Restricted Stock
      as
      a Qualified Performance-Based Award, in which event it shall condition the
      grant
      or vesting, as applicable, of such Restricted Stock upon the attainment of
      Performance Goals. If the Committee does not designate an Award of Restricted
      Stock as a Qualified Performance-Based Award, it may also condition the grant
      or
      vesting thereof upon the attainment of Performance Goals. Regardless of whether
      an Award of Restricted Stock is a Qualified Performance-Based Award, the
      Committee may also condition the grant or vesting thereof upon the continued
      service of the participant. The conditions for grant or vesting and the other
      provisions of Restricted Stock Awards (including without limitation any
      applicable Performance Goals) need not be the same with respect to each
      recipient. The Committee may at any time, in its sole discretion, accelerate
      or
      waive, in whole or in part, any of the foregoing restrictions; *provided* *,* *however* *,* that in
      the case of Restricted Stock that is a Qualified Performance-Based Award, the
      applicable Performance Goals have been satisfied and *further* *,* *provided* *,* *however* ,
      that
      the Committee shall not have such power to the extent that the mere possession
      (as opposed to the exercise) of such power would result in adverse tax
      consequences to any participant under Code Section 409A.





(B) Subject
      to
      the provisions of the Plan and the Restricted Stock Agreement referred to in
      Section 6.3(F), during the period, if any, set by the Committee, commencing
      with
      the date of such Award for which such participant's continued service is
      required (the "Restriction Period"), and until the later of (i) the expiration
      of the Restriction Period and (ii) the date the applicable Performance Goals
      (if
      any) are satisfied, the participant shall not be permitted to sell, assign,
      transfer, pledge or otherwise encumber shares of Restricted Stock; *provided* *,* *however* *,* that the
      foregoing shall not prevent a participant from pledging Restricted Stock as
      security for a loan, the sole purpose of which is to provide funds to pay the
      option price for Stock Options.





(C) Except
      as
      provided in this Section 6.3(C) and Sections 6.3(A) and 6.3(B) and the
      Restricted Stock Agreement, the participant shall have, with respect to the
      shares of Restricted Stock, all of the rights of a stockholder of the Company
      holding the class or series of Common Stock that is the subject of the
      Restricted Stock, including, if applicable, the right to vote the shares and
      the
      right to receive any dividends. If so determined by the Committee in the
      applicable Restricted Stock Agreement, (i) cash dividends on the class or series
      of Common Stock that is the subject of the Restricted Stock Award shall be
      automatically deferred and reinvested in additional Restricted Stock, held
      subject to the vesting of the underlying Restricted Stock, or held subject
      to
      meeting Performance Goals applicable only to dividends; and (ii) dividends
      payable in Common Stock shall be paid in the form of Restricted Stock of the
      same class as the Common Stock with which such dividend was paid, held subject
      to the vesting of the underlying Restricted Stock, or held subject to meeting
      Performance Goals applicable only to dividends.




10


(D) Except
      to the
      extent otherwise provided in the applicable Restricted Stock Agreement
      or Sections 6.3(A), 6.3(B), 6.3(E) or 8.1(D), upon a participant's Termination
      of Employment for any reason during the Restriction Period or before the
      applicable Performance Goals are satisfied, all shares still subject to
      restriction shall be forfeited by the participant.




(E) Except
      to the
      extent otherwise provided in Section 8.1(D), in the event that a participant
      retires or such participant's employment is involuntarily terminated, the
      Committee shall have the discretion to waive, in whole or in part, any or all
      remaining restrictions (other than, in the case of Restricted Stock with respect
      to which a participant is a Covered Employee, satisfaction of the applicable
      Performance Goals unless the Participant's employment is terminated by reason
      of
      death or Disability) with respect to any or all of such participant's shares
      of
      Restricted Stock.





(F) If
      and when
      any applicable Performance Goals are satisfied and the Restriction Period
      expires without a prior forfeiture of the Restricted Stock, unlegended
      certificates for such shares shall be delivered to the participant upon
      surrender of the legended certificates.





(G) Each
      Award
      shall be confirmed by, and be subject to, the terms of a Restricted Stock
      Agreement.





(H) Notwithstanding
      the
      foregoing, but subject to the provisions of Section 8 hereof, no Award in the
      form of Restricted Stock, the vesting of which is conditioned only upon the
      continued service of the participant, shall vest earlier than the first, second
      and third anniversaries of the date of grant thereof, on each of which dates
      a
      maximum of one-third of the shares of Common Stock subject to the Award may
      vest, and no award in the form of Restricted Stock, the vesting of which is
      conditioned upon the attainment of a specified Performance Goal or Goals, shall
      vest earlier than the first anniversary of the date of grant thereof.





7. **Adjustments
      Upon Change in Capitalization.**





In
      the
      event of changes in the outstanding shares of Common Stock of the Company by
      reason of stock dividends, stock splits, reverse stock splits,
      recapitalizations, mergers, consolidations, combinations or exchanges of shares,
      separations, reorganizations or liquidations, the number and class of shares
      available under the Plan, the number and class of Shares or the amount of cash
      or other assets or securities available upon the exercise of any Award granted
      hereunder and the number of Shares to be issued pursuant to an Award shall
      be
      correspondingly adjusted, to the end that the participant's proportionate
      interest in the Company, any successor thereto or in the cash, assets or other
      securities into which Shares are converted or exchanged shall be maintained
      to
      the same extent, as near as may be practicable, as immediately before the
      occurrence of any such event. All references in this Plan to "Common Stock"
      from
      and after the occurrence of such event shall be deemed for all purposes of
      this
      Plan to refer to such other class of shares or securities issuable upon the
      exercise or payment of Awards granted pursuant hereto.





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8. **Material
      Transaction, Liquidation or Dissolution of the Company.**





8.1. In
      the
      event of a reorganization, merger or consolidation in which the Company is
      not
      the surviving corporation, or a sale of all or substantially all of the assets
      of the Company to another person or entity (each a "Material Transaction"),
      unless otherwise provided in the Option Agreement, the Committee shall:





(A) provide
      for the assumption of outstanding Awards, or the substitution of outstanding
      Awards for new Awards, for equity securities of the surviving, successor or
      purchasing corporation, or a parent or Subsidiary thereof, with appropriate
      adjustments as to the number, kind and prices of Shares subject to such Awards,
      as determined in good faith by the Board in its sole discretion, or





(B) provide
      that the vesting of each outstanding Stock Option and Stock Appreciation Right
      shall automatically be accelerated so that 100% of the unvested Shares covered
      by such Award shall be fully vested upon the consummation of the Material
      Transaction, and





(i)
            provide
                notice to Participants that all outstanding Stock Options must be
                exercised on or before a specified date (which date shall be at least
                ten
                days from the date of notice), after which the Stock Options and
                Stock
                Appreciation Rights shall terminate; or





(ii)
            terminate
                each outstanding Stock Option and Stock Appreciation Right in its
                entirety
                and exchange such Award for a payment of cash, securities and/or
                property
                equal to the Fair Market Value of the Common Stock into which such
                Award
                convertible, less the exercise price for such Award.





(C) provide
      that the restrictions and deferral limitations applicable to any Restricted
      Stock shall lapse, and such Restricted Stock shall become free of all
      restrictions and become fully vested and transferable, and





(D) the
      Committee may also make additional adjustments and/or settlements of outstanding
      Awards as it deems appropriate and consistent with the Plan's purposes.





Notwithstanding
      the foregoing, for purposes of Sections 8.1(A), 8.1(B), 8.1(C) and 8.1(D),
      the
      Committee shall not have any of the foregoing powers to the extent that the
      mere
      possession (as opposed to the exercise) of such power would result in adverse
      tax consequences to any participant under Code Section 409A.





8.2. In
      the
      event of the dissolution or liquidation the Company, whether voluntary or
      otherwise, that is not a Material Transaction, all outstanding unexercised
      Stock
      Options and Stock Appreciation Rights must be exercised, if at all, within
      the
      ninety day period commencing on the date specified in Section 8.3 below. All
      such Awards which become exercisable during the ninety day period commencing
      on
      the date specified in Section 8.3 below, shall terminate at the end of such
      ninety day period to the extent not exercised prior thereto.





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8.3. The
      date
      specified in this Section 8.3 is the date of the earliest to occur of the
      following events:





(i) the
      entry, in a court having jurisdiction, of an order that the Company be
      liquidated or dissolved;





(ii) adoption
      by the stockholders of the Company of a resolution resolving that the Company
      be
      liquidated or dissolved voluntarily; or





(iii) adoption
      by the stockholders of the Company of a resolution to the effect that the
      Company cannot, by reason of its liabilities, continue its business and that
      it
      is advisable to liquidate or dissolve the Company. Notwithstanding anything
      herein to the contrary, in no event may any option granted hereunder be
      exercised after the expiration of the term of such option.





9. **Further
      Conditions.**





Each
      Award granted under the Plan shall be subject to the requirement that if at
      any
      time the Committee shall determine, in its absolute discretion, that it is
      necessary or desirable as a condition of, or in connection with the grant and/or
      issuance of Award or the exercise thereof, to effect or obtain, as the case
      may
      be:





(i) the
      listing, registration or qualification of the Shares subject to such Award
      upon
      any securities exchange or under any state or federal law;





(ii)
            the
                consent or approval of any governmental
                body;





(iii) any
      investment representation or agreement by the individual desiring to be issued
      or to exercise an Award granted under the Plan; or





(iv)
            an
                opinion of counsel for the Company,





then,
      no
      Award may be issued or exercised, as the case may be, in whole or in part unless
      such listing, registration, qualification, consent, approval, investment or
      representation agreement or opinion shall have been effected or obtained, as
      the
      case may be, free of any condition not acceptable to the Board or the Committee.





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10. **Exchange
      and Buyout of Awards.**





10.1. The
      Committee may, at any time or from time to time, authorize the Company, with
      the
      consent of the respective participants, to issue new Awards in exchange for
      the
      surrender and cancellation of any or all outstanding Awards.





10.2. The
      Committee may, at any time or from time to time, authorize the Company to buy
      from a participant an Award previously granted with payment in cash, Shares
      (including Restricted Stock) or other consideration, based on such terms and
      conditions as the Committee and the participant may agree.





11. **Termination,
      Modification and Amendment.**





11.1 The
      Plan
      (but not Awards previously granted under the Plan) shall terminate on, and
      no
      Awards shall be granted after, the tenth anniversary of its adoption by the
      Board; provided that the Board may at any time terminate the Plan prior thereto
      upon the adoption of a resolution of the Board.





11.2 The
      Board
      shall have complete power and authority to modify or amend the Plan in whole
      or
      in part and from time to time in such respects as it shall deem advisable;
      provided, however, that the Board shall not, without the approval of the votes
      represented by a majority of the outstanding Common Stock of the Company present
      or represented and entitled to vote at a meeting of stockholders duly held
      in
      accordance with the applicable laws of the Company's jurisdiction of
      incorporation or by the written consent of stockholders owning stock
      representing a majority of the votes of the Company's outstanding stock entitled
      to vote:





(i) increase
      the number of Shares available for the grant of Awards under Section 1 of the
      Plan (except as provided in Section 7);





(ii) extend
      the term of the Plan or the period during which Awards may be granted or
      exercised;





(iii) reduce
      the Stock Option price below 100% (110% in the case of an Incentive Stock Option
      granted to a 10% Holder) of the Fair Market Value of the Shares issuable upon
      exercise of Stock Options at the time of the granting thereof, other than to
      change the manner of determining the Fair Market Value thereof;





(iv) alter
      the
      maximum number of Shares available for the grant of Awards in the form of
      Incentive Stock Options and Restricted Stock;





(v) materially
      increase the benefits accruing to participants under the Plan;





(vi)
            modify
                the requirements as to eligibility for participation in the
                Plan;





(vii)
            modify
                the nature of the Awards which may be granted under the
                Plan;





(viii) with
      respect to Stock Options which are Incentive Stock Options, amend the Plan
      in
      any respect which would cause such Stock Options to no longer qualify for
      Incentive Stock Option treatment pursuant to the Code; and





(ix) alter
      the
      provisions set forth in Section 6.3(H) with respect to minimum vesting schedules
      relating to Awards in the form of Restricted Stock.





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No
      termination or amendment of the Plan shall, without the consent of the
      individual participant, adversely affect the rights of such participant under
      an
      Award theretofore granted to such participant.





12. **Taxes.**





The
      Company may make such provisions as it may deem appropriate for the withholding
      of any taxes which it determines is required in connection with any Awards
      granted under the Plan. The Company may further require notification from the
      participants upon any disposition of Common Stock acquired pursuant to the
      Awards granted hereunder.





13. **Effectiveness
      Of The Plan.**





The
      Plan
      shall become effective immediately upon its approval and adoption by the Board,
      subject to approval by a majority of the votes of the outstanding shares of
      capital stock of the stockholders of the Company cast at any duly called annual
      or special meeting of the Company's stockholders held within one year from
      the
      date of Board adoption and approval.


14. **Designation
      of Beneficiary by Participant.**





A
      participant may designate one or more beneficiaries to receive any rights and
      payments to which such participant may be entitled in respect of any option
      granted under the Plan in the event of such participant’s death. Such
      designation shall be on a written form acceptable to and filed with the
      Committee. The Committee shall have the right to review and approve beneficiary
      designations. A participant may change the participant’s beneficiary(ies) from
      time to time in the same manner as the original designation, unless such
      participant has made an irrevocable designation. Any designation of beneficiary
      under the Plan (to the extent it is valid and enforceable under applicable
      law)
      shall be controlling over any other disposition, testamentary or otherwise,
      as
      determined by the Committee. If no designated beneficiary survives the
      participant and is living on the date on which any right or amount becomes
      payable to such participant’s beneficiary(ies), such payment will be made to the
      legal representatives of the participant’s estate, and the term “beneficiary” as
      used in the Plan shall be deemed to include such person or persons. If there
      is
      any question as to the legal right of any beneficiary to receive a distribution
      under the Plan, the Committee may determine that the amount in question be
      paid
      to the legal representatives of the estate of the participant, in which event
      the Company, the Committee, the Board and the Committee and the members thereof
      will have no further liability to any person or entity with respect to such
      amount.




15





15. **Certificates.**





All
      Shares delivered under this Plan will be subject to such stock transfer orders,
      legends and other restrictions as the Committee may deem necessary or advisable,
      including restrictions under any applicable federal, state or foreign securities
      law, or any rules, regulations and other requirements promulgated under such
      laws or any stock exchange or automated quotation system upon which the Shares
      may be listed or quoted and each stock certificate evidencing such Shares and
      other certificates shall have the appropriately legend.





16. **Securities
      Law and Other Regulatory Compliance.**


16.1. The
      issuance
      of Awards under the Plan will not be effective unless such issuance is made
      in
      compliance with all applicable federal and state securities laws, rules and
      regulations of any governmental body, and the requirements of any stock exchange
      or automated quotation system upon which the Shares may then be listed or
      quoted, as they are in effect on the date of issuance/grant and also on the
      date
      of exercise or other issuance. Notwithstanding any other provision in this
      Plan,
      the Company will have no obligation to issue or deliver stock certificates
      for
      Shares under this Plan prior to:





(i) obtaining
      any approvals from governmental agencies that the Committee determines are
      necessary or advisable; and/or





(ii) completion
      of any registration or other qualification of such Shares under any state or
      federal law or ruling of any governmental body that the Committee determines
      to
      be necessary or advisable.


16.2. The
      Company
      will be under no obligation to register the Shares under the Securities Act
      of
      1933, as amended, or to effect compliance with the registration, qualification
      or listing requirements of any state securities laws, stock exchange or
      automated quotation system, and the Company will have no liability for any
      inability or failure to do so.





17. **No
      Obligation to Employ.**





The
      Plan
      shall not constitute a contract of employment and nothing in this Plan shall
      confer or be deemed to confer on any participant any right to continue in the
      employ of, or to continue any other relationship with, the Company or any
      Subsidiary or affiliate of the Company or limit in any way the right of the
      Company or any Subsidiary or affiliate of the Company to terminate the
      participant’s employment or other relationship at any time, with or without
      cause.





18. **Non-exclusivity
      of the Plan.**





Neither
      the adoption of the Plan by the Board, the submission of the Plan to the
      shareholders of the Company for approval, nor any provision of this Plan will
      be
      construed as creating any limitations on the power of the Board or the Committee
      to adopt such additional compensation arrangements as the Board may deem
      desirable, including, without limitation, the granting of Stock Options
      otherwise than under the Plan, and such arrangements may be either generally
      applicable or applicable only in specific cases.





16


19. **Miscellaneous
      Provisions.**


19.1. Determinations
      made by the Committee under the Plan need not be uniform and may be made
      selectively among Eligible Persons under the Plan, whether or not such Eligible
      Persons are similarly situated.





19.2 No
      Shares, other Company securities or property, other securities or property,
      or
      other forms of payment shall be issued hereunder with respect to any option
      granted under the Plan unless counsel for the Company shall be satisfied that
      such issuance will be in compliance with applicable federal, state, local and
      foreign legal, securities exchange and other applicable
      requirements.





19.3. It
      is the
      intent of the Company that the Plan comply in all respects with Rule 16b-3
      under
      the Exchange Act, that any ambiguities or inconsistencies in construction of
      the
      Plan be interpreted to give effect to such intention and that if any provision
      of the Plan is found not to be in compliance with Rule 16b-3, such provision
      shall be deemed null and void to the extent required to permit the Plan to
      comply with Rule 16b-3.





19.4. The
      appropriate officers of the Company shall cause to be filed any reports, returns
      or other information regarding the grant of Stock Options hereunder or any
      Shares issued pursuant hereto as may be required by Section 13 or 15(d) of
      the
      Exchange Act (or any successor provision) or any other applicable statute,
      rule
      or regulation.





19.5. The
      validity, construction, interpretation, administration and effect of the Plan,
      and of its rules and regulations, and rights relating to the Plan and Awards
      granted under the Plan and any agreements in connection therewith, shall be
      governed by the substantive laws, but not the choice of law rules, of the State
      of Delaware.





17