**THE
      CENTER FOR WOUND HEALING, INC.**


**2006
      STOCK OPTION PLAN**





**As
      Amended and Restated July 21, 2008**







1.  Purpose .
      The
      purpose of this Plan is to advance the interests of The Center for Wound
      Healing, Inc., a Nevada corporation (the “Company”), by providing an additional
      incentive to attract, retain and motivate highly qualified and competent persons
      who are key to the Company, including key employees, consultants, independent
      contractors, Officers and Directors, and upon whose efforts and judgment the
      success of the Company and its Subsidiaries is largely dependent, by authorizing
      the grant of options to purchase Common Stock of the Company, and other
      equity-based awards, to persons who are eligible to participate hereunder,
      thereby encouraging stock ownership in the Company by such persons, all upon
      and
      subject to the terms and conditions of this Plan.




2.  Definitions .
      As used
      herein, the following terms shall have the meanings indicated:




(a)  “Board”
      shall mean the Board of Directors of the Company.




(b)  “Cause”
      shall mean any of the following:




(i)  a
      determination by the Company that there has been a willful, reckless or grossly
      negligent failure by the Optionee to perform his or her duties as an employee
      of
      the Company;




(ii)  a
      determination by the Company that there has been a willful breach by the
      Optionee of any of the material terms or provisions of any employment agreement
      between such Optionee and the Company;




(iii)  any
      conduct by the Optionee that either results in his or her conviction of a felony
      under the laws of the United States of America or any state thereof, or of
      an
      equivalent crime under the laws of any other jurisdiction;




(iv)  a
      determination by the Company that the Optionee has committed an act or acts
      involving fraud, embezzlement, misappropriation, theft, breach of fiduciary
      duty
      or material dishonesty against the Company, its properties or
      personnel;




(v)  any
      act
      by the Optionee that the Company determines to be in willful or wanton disregard
      of the Company’s best interests, or which results, or is intended to result,
      directly or indirectly, in improper gain or personal enrichment of the Optionee
      at the expense of the Company;









(vi)  a
      determination by the Company that there has been a willful, reckless or grossly
      negligent failure by the Optionee to comply with any rules, regulations,
      policies or procedures of the Company, or that the Optionee has engaged in
      any
      act, behavior or conduct demonstrating a deliberate and material violation
      or
      disregard of standards of behavior that the Company has a right to expect of
      its
      employees; or




(vii)  if
      the
      Optionee, while employed by the Company and for two years thereafter, violates
      a
      confidentiality and/or noncompete agreement with the Company, or fails to
      safeguard, divulges, communicates, uses to the detriment of the Company or
      for
      the benefit of any person or persons, or misuses in any way, any Confidential
      Information; *provided,
      however,* that, if
      the Optionee has entered into a written employment agreement with the Company
      which remains effective and which expressly provides for a termination of such
      Optionee’s employment for “cause,” the term “Cause” as used herein shall have
      the meaning as set forth in the Optionee’s employment agreement in lieu of the
      definition of “Cause” set forth in this Section 2(b).




(c)  “Change
      of Control” shall mean the acquisition by any person or group (as that term is
      defined in the Exchange Act, and the rules promulgated pursuant to that act)
      in
      a single transaction or a series of transactions of forty-five percent
      (45%) or more in voting power of the outstanding stock of the Company and a
      change of the composition of the Board so that, within two years after the
      acquisition took place, a majority of the members of the Board, or the board
      of
      directors of any corporation with which the Company may be consolidated or
      merged, are persons who were not directors or officers of the Company or one
      of
      its Subsidiaries immediately prior to the acquisition, or to the first of a
      series of transactions which resulted in the acquisition of forty-five percent
      (45%) or more in voting power of the outstanding stock of the
      Company.




(d)  “Code”
      shall mean the Internal Revenue Code of 1986, as amended.




(e)  “Committee”
      shall mean a committee of the Board comprised of at least two members appointed
      by the Board. Each Committee member shall be a “non-employee director” within
      the meaning of the exemption under Rule 16b-3 of the Exchange Act and an
“outside director” within the meaning of Section 162(m) of the
      Code.




(f)  “Common
      Stock” shall mean the Company’s Common Stock, par value $.001 per
      share.




(g)  “Director”
      shall mean a member of the Board.




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(h)  “Employee”
      shall mean any person, including officers, employed by the Company or any parent
      or Subsidiary of the Company, and any director, consultant or independent
      contractor of the Company or any parent or Subsidiary of the
      Company.





(i)  “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.




(j)  “Fair
      Market Value” of a Share on any date of reference shall be the Closing Price of
      a share of Common Stock on the business day immediately preceding such date,
      unless the Committee in its sole discretion shall determine otherwise in a
      fair
      and uniform manner. For this purpose, the “Closing Price” of the Common Stock on
      any business day shall be (i) if the Common Stock is listed or admitted for
      trading on any United States national securities exchange, or if actual
      transactions are otherwise reported on a consolidated transaction reporting
      system, the last reported sale price of the Common Stock on such exchange or
      reporting system, as reported in any newspaper of general circulation,
      (ii) if the Common Stock is quoted on The Nasdaq Stock Market (“Nasdaq”),
      or any similar system of automated dissemination of quotations of securities
      prices in common use, the mean between the closing high bid and low asked
      quotations for such day of the Common Stock on such system, or (iii) if
      neither clause (i) nor (ii) is applicable, the mean between the high
      bid and low asked quotations for the Common Stock as reported by any
      over-the-counter market or quotation service if at least two securities dealers
      have inserted both bid and asked quotations for the Common Stock on at least
      five of the 10 preceding days. If the information set forth in clauses (i)
      through (iii) above is unavailable or inapplicable to the Company (e.g., if
      the Company’s Common Stock is not then publicly traded or quoted), then the
“Fair Market Value” of a Share shall be the fair market value (i.e., the price
      at which a willing seller would sell a Share to a willing buyer when neither
      is
      acting under compulsion and when both have reasonable knowledge of all relevant
      facts) of a share of the Common Stock on the business day immediately preceding
      such date as the Committee in its sole and absolute discretion shall determine
      in a fair and uniform manner.




(k)  “Incentive
      Stock Option” shall mean an incentive stock option as defined in
      Section 422 of the Code.




(l)  “Non-Statutory
      Stock Option” or “Nonqualified Stock Option” shall mean an Option which is not
      an Incentive Stock Option.




(m)  “Officer”
      shall mean the Company’s chairman, president, principal financial officer,
      principal accounting officer (or, if there is no such accounting officer, the
      controller), any vice-president of the Company in charge of a principal business
      unit, division or function (such as sales, administration or finance), any
      other
      officer who performs a policy-making function, or any other person who performs
      similar policy-making functions for the Company. Officers of Subsidiaries shall
      be deemed Officers of the Company if they perform such policy-making functions
      for the Company. As used in this paragraph, the phrase “policy-making function”
does not include policy-making functions that are not significant. Unless
      specified otherwise in a resolution by the Board, an “executive officer”
pursuant to Item 401(b) of Regulation S-K (17 C.F.R. § 229.401(b)) shall be
      only such person designated as an “Officer” pursuant to the foregoing provisions
      of this paragraph.




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(n)  “Option”
      (when capitalized) shall mean any stock option granted under this
      Plan.




(o)  “Optionee”
shall
      mean a person to whom an Option is granted under this Plan or
      any person who succeeds to the rights of such person under this Plan by reason
      of the death of such person.




(p)  “Plan”
      shall mean this 2006 Stock Option Plan of the Company.




(q)  “Share”
      or “Shares” shall mean a share or shares, as the case may be, of the Common
      Stock, as adjusted in accordance with Section 10 of this Plan.




(r)  “Subsidiary”
      shall mean any corporation (other than the Company) in any unbroken chain of
      corporations beginning with the Company if, at the time of the granting of
      the
      Option, each of the corporations other than the last corporation in the unbroken
      chain owns stock possessing 50 percent or more of the total combined voting
      power of all classes of stock in one of the other corporations in such
      chain.




3.  Shares
      and Options .
      Subject
      to adjustment in accordance with Section 10 hereof, the Company may issue
      up to seven million five hundred thousand (7,500,000) Shares from Shares held
      in
      the Company’s treasury or from authorized and unissued Shares through the
      exercise of Options or stock appreciation rights or the issuance of restricted
      stock awards issued pursuant to the provisions of this Plan, and no more than
      such number of Shares may be issued through the exercise of Incentive Stock
      Options. If any Option or other award granted under this Plan shall terminate,
      expire, or be canceled, forfeited or surrendered as to any Shares, the Shares
      relating to such lapsed Option or other award shall be available for issuance
      pursuant to new Options or other awards subsequently granted under this Plan.
      Upon the grant of any Option or other award hereunder, the authorized and
      unissued Shares to which such Option or other award relates shall be reserved
      for issuance to permit exercise under this Plan. Subject to the provisions
      of
      Section 14 hereof, an Option granted hereunder shall be either an Incentive
      Stock Option or a Non-Statutory Stock Option as determined by the Committee
      at
      the time of grant of such Option and shall clearly state whether it is an
      Incentive Stock Option or Non-Statutory Stock Option. All Incentive Stock
      Options shall be granted within 10 years from the initial adoption of the Plan
      by the board of directors of Kevcorp Services, Inc. (prior to this amendment
      and
      restatement).




4.  Limitations .
      Options
      otherwise qualifying as Incentive Stock Options hereunder will not be treated
      as
      Incentive Stock Options to the extent that the aggregate Fair Market Value
      (determined at the time the Option is granted) of the Shares, with respect
      to
      which Options meeting the requirements of Code Section 422(b) are
      exercisable for the first time by any individual during any calendar year (under
      all stock option or similar plans of the Company and any Subsidiary), exceeds
      $100,000.




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5.  Conditions
      for Grant of Options .




(a)  Each
      Option shall be evidenced by an option agreement that may contain any term
      deemed necessary or desirable by the Committee, provided such terms are not
      inconsistent with this Plan or any applicable law. Optionees shall be those
      persons selected by the Committee from eligible Employees; provided that
      Incentive Stock Options only may be granted to employees of the Company, a
      Subsidiary or parent corporation (within the meaning of Code Section 424(e))
      of
      the Company. No Employee may be granted in any calendar year Options to purchase
      more than one million five hundred thousand (1,500,000) Shares. Any person
      who
      files with the Committee, in a form satisfactory to the Committee, a written
      waiver of eligibility to receive any Option under this Plan shall not be
      eligible to receive any Option under this Plan for the duration of such
      waiver.




(b)  In
      granting Options, the Committee shall take into consideration the contribution
      the person has made, or is expected to make, to the success of the Company
      or
      its Subsidiaries and such other factors as the Committee shall determine. The
      Committee also shall have the authority to consult with and receive
      recommendations from Officers and other personnel of the Company and its
      Subsidiaries with regard to these matters. The Committee may from time to time
      in granting Options under this Plan prescribe such terms and conditions
      concerning such Options as it deems appropriate; provided that such terms and
      conditions are not more favorable to an Optionee than those expressly permitted
      herein; provided further, however, that to the extent not cancelled pursuant
      to
      Section 9(b) hereof, upon a Change of Control, any Options that have not
      yet vested, may, in the sole discretion of the Committee, vest upon such Change
      of Control.




(c)  The
      Options granted to employees under this Plan shall be in addition to regular
      salaries, pension, life insurance or other benefits related to their employment
      with the Company or its Subsidiaries. Neither this Plan nor any Option (or
      other
      award) granted under this Plan shall confer upon any person any right to
      employment or continuance of employment (or related salary and benefits) by
      the
      Company or its Subsidiaries.




6.  Exercise
      Price .
      The
      exercise price per Share of any Option shall be any price determined by the
      Committee but in no event shall the exercise price per Share of any Option
      be
      less than the Fair Market Value of the Shares underlying such Option on the
      date
      such Option is granted, and in the case of an Incentive Stock Option granted
      to
      a 10% stockholder, the per Share exercise price will not be less than 110%
      of
      the Fair Market Value. Re-granted Options, or Options which are canceled and
      then re-granted covering such canceled Options, will, for purposes of this
      Section 6, be deemed to have been granted on the date of the
      re-granting.




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7.  Exercise
      of Options .





(a)  An
      Option
      shall be deemed exercised when (i) the Company has received written notice
      of such exercise in accordance with the terms of the Option, (ii) full
      payment of the aggregate option price of the Shares as to which the Option
      is
      exercised has been made, (iii) the Optionee has agreed to be bound by the
      terms, provisions and conditions of any applicable stockholders’ agreement, and
      (iv) arrangements that are satisfactory to the Committee in its sole
      discretion have been made for the Optionee’s payment to the Company of the
      amount that is necessary for the Company or the Subsidiary employing the
      Optionee to withhold in accordance with applicable Federal or state tax
      withholding requirements. Unless further limited by the Committee in any Option,
      the exercise price of any Shares purchased pursuant to the exercise of such
      Option shall be paid in cash, by certified or official bank check, by money
      order, with Shares or by a combination of the above; provided, however, that
      the
      Committee in its sole discretion may accept a personal check in full or partial
      payment of any Shares. If the exercise price is paid with Shares, the number
      of
      such Shares to be paid shall be determined by dividing (a) the portion of the
      aggregate exercise price of such Option to be paid with Shares by (b) the
      Fair Market Value of one such Share (rounded down to the nearest whole share,
      with any remainder to be paid in another permissible form). The value of the
      Shares surrendered shall be their Fair Market Value on the date the Option
      is
      exercised. The Company in its sole discretion may, on an individual basis or
      pursuant to a general program established by the Committee in connection with
      this Plan, lend money to an Optionee to exercise all or a portion of the Option
      granted hereunder. If the exercise price is paid in whole or part with the
      Optionee’s promissory note, such note shall (i) provide for full recourse
      to the maker, (ii) be collateralized by the pledge of the Shares that the
      Optionee purchases upon exercise of such Option, (iii) bear interest at a
      rate no less than the rate of interest payable by the Company to its principal
      lender, and (iv) contain such other terms as the Committee in its sole
      discretion shall require.




(b)  No
      Optionee shall be deemed to be a holder of any Shares subject to an Option
      unless and until a stock certificate or certificates for such Shares are issued
      to such person(s) under the terms of this Plan. No adjustment shall be made
      for
      dividends (ordinary or extraordinary, whether in cash, securities or other
      property) or distributions or other rights for which the record date is prior
      to
      the date such stock certificate is issued, except as expressly provided in
      Section 10 hereof.




(c)  Any
      Option may, in the discretion of the Committee, be exercised pursuant to a
      “cashless” or “net issue” exercise. In the case of a net issue exercise, in lieu
      of paying the Option exercise price in the forms specified in subsection
      (a) above, the Optionee may pay in whole or in part through a reduction in
      the number of Shares received through the exercise of the Option by the quotient
      of (a) the portion of the aggregate exercise price of such Option to be paid
      by
      such cashless or net issue exercise divided by (b) the Fair Market Value of
      one such Share (rounded down to the nearest whole share, with any remainder
      to
      be paid in another permissible form). The value of the Shares netted out shall
      be their Fair Market Value on the date the Option is exercised.




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8.  Exercisability
      of Options .
      Any
      Option shall become exercisable in such amounts, at such intervals, upon such
      events or occurrences and upon such other terms and conditions as shall be
      provided in an individual Option agreement evidencing such Option, except as
      otherwise provided in Section 5(b) or this Section 8.




(a)  The
      expiration date(s) of an Option shall be determined by the Committee at the
      time
      of grant, but in no event shall an Option be exercisable after the expiration
      of
      10 years (five years in the case of a grant of an Incentive Stock Option to
      a
      10% Stockholder as described in Section 16 hereof).




(b)  Unless
      otherwise expressly provided in any Option as approved by the Committee,
      notwithstanding the exercise schedule set forth in any Option, each outstanding
      Option, may, in the sole discretion of the Committee, become fully exercisable
      upon the date of the occurrence of any Change of Control, but, unless otherwise
      expressly provided in any Option, if and only if the Optionee is in the employ
      (or service, as the case may be) of the Company on such date.




(c)  The
      Committee may in its sole discretion accelerate the date on which any Option
      may
      be exercised and may accelerate the vesting of any Shares subject to any Option
      or previously acquired by the exercise of any Option.




9.  Termination
      of Option Period .




(a)  Unless
      otherwise expressly provided in any Option, the unexercised portion of any
      Option shall automatically and without notice immediately terminate and become
      forfeited, null and void at the time of the earliest to occur of the
      following:




(i)  three
      months after the date on which the Optionee’s employment is terminated for any
      reason other than by reason of (A) Cause, (B) the termination of the
      Optionee’s employment with the Company by such Optionee following less than 60
      days’ prior written notice to the Company of such termination (an “Improper
      Termination”), (C) a mental or physical disability (within the meaning of
      Section 22(e) of the Code) as determined by a medical doctor satisfactory
      to the Committee, or (D) death;




(ii)  immediately
      upon (A) the termination by the Company of the Optionee’s employment for
      Cause, or (B) an Improper Termination;




(iii)  one
      year
      after the date on which the Optionee’s employment is terminated by reason of a
      mental or physical disability (within the meaning of Code Section 22(e)) as
      determined by a medical doctor satisfactory to the Committee or, if later,
      three
      months after the date on which the Optionee shall die if such death shall occur
      during the one-year period specified herein; or




(iv)  the
      later
      of (a) one year after the date of termination of the Optionee’s employment
      by reason of death of the employee, or (b) three months after the date on
      which the Optionee shall die if such death shall occur during the one year
      period specified in Subsection 9(a)(iii) hereof.




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(b)  As
      provided in Section 10(e) hereof, the Committee in its sole discretion may,
      by
      giving written notice (“cancellation notice”), in certain circumstances cancel
      effective upon the date of the consummation of any corporate transaction
      described in Subsection 10(d) hereof, any Option that remains unexercised on
      such date. Such cancellation notice shall be given a reasonable period of time
      prior to the proposed date of such cancellation and may be given either before
      or after approval of such corporate transaction.




(c)  Upon
      termination of the Optionee’s employment as described in this Section 9, or
      otherwise, any Option (or portion thereof) of the Optionee not previously vested
      or not yet exercisable pursuant to Section 8 of this Plan or the vesting
      schedule set forth in such Option shall be immediately canceled.




10.  Adjustment
      of Shares .




(a)
      If at
      any time while this Plan is in effect or unexercised Options are outstanding,
      there shall be any increase or decrease in the number of issued and outstanding
      Shares through the declaration of a stock dividend or through any
      recapitalization resulting in a stock split, combination or exchange of Shares
      (other than any such exchange or issuance of Shares through which Shares are
      issued to effect an acquisition of another business or entity or the Company’s
      purchase of Shares to exercise a “call” purchase option), then and in such
      event:




(i)\  appropriate
      adjustment shall be made in the maximum number of Shares available for grant
      under this Plan, so that the same percentage of the Company’s issued and
      outstanding Shares shall continue to be subject to being so optioned and
      awarded;




(ii)  appropriate
      adjustment shall be made in the number of Shares and the exercise price per
      Share (or stock appreciation right base price) thereof then subject to any
      outstanding Option (or stock appreciation right), so that the same percentage
      of
      the Company’s issued and outstanding Shares shall remain subject to purchase (or
      appreciation) at the same aggregate exercise price; and




(iii)  such
      adjustments shall be made by the Committee, whose determination in that respect
      shall be final, binding and conclusive.




(b)  Subject
      to the specific terms of any Option, the Committee may change the terms of
      Options outstanding under this Plan, with respect to the Option price or the
      number of Shares subject to the Options, or both, when, in the Committee’s sole
      discretion, such adjustments become appropriate by reason of a corporate
      transaction described in Subsection 10(d) hereof.




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(c)  Except
      as
      otherwise expressly provided herein, the issuance by the Company of shares
      of
      its capital stock of any class, or securities convertible into or exchangeable
      for shares of its capital stock of any class, either in connection with a direct
      or underwritten sale, or upon the exercise of rights or warrants to subscribe
      therefor or purchase such Shares, or upon conversion of obligations of the
      Company into such Shares or other securities, shall not affect, and no
      adjustment by reason thereof shall be made with respect to, the number of or
      exercise price (or stock appreciation right base price) of Shares then subject
      to outstanding Options (or stock appreciation rights) granted under this
      Plan.




(d)  Without
      limiting the generality of the foregoing, the existence of outstanding Options
      or other awards granted under this Plan shall not affect in any manner the
      right
      or power of the Company to make, authorize or consummate (i) any or all
      adjustments, reclassifications, recapitalizations, reorganizations or other
      changes in the Company’s capital structure or its business; (ii) any merger
      or consolidation of the Company or to which the Company is a party;
      (iii) any issuance by the Company of debt securities, or preferred or
      preference stock that would rank senior to or above the Shares subject to
      outstanding Options; (iv) any purchase or issuance by the Company of Shares
      or other classes of common stock or common equity securities; (v) the
      dissolution or liquidation of the Company; (vi) any sale, transfer,
      encumbrance, pledge or assignment of all or any part of the assets or business
      of the Company; or (vii) any other corporate act or proceeding, whether of
      a similar character or otherwise.




(e)  In
      the
      event of any corporate transaction described in subsection (d) above that does
      not provide or result in the continuation, assumption or substitution of Options
      (and stock appreciation rights, if applicable), the Committee may, in the
      exercise of its sole discretion, declare that any Option (or stock appreciation
      right) shall terminate as of a date fixed by the Board and give each Optionee
      (or stock appreciation right holder) the right to exercise his or her Option
      (or
      stock appreciation right). In such case, the Optionee shall receive written
      notice within a reasonable time prior to the consummation of such action
      advising the Optionee thereof.




11.  Transferability .
      No
      Option or stock appreciation right granted hereunder shall be sold, pledged,
      assigned, hypothecated, disposed or otherwise transferred by the Optionee or
      stock appreciation right recipient other than by will or the laws of descent
      and
      distribution, unless otherwise authorized by the Board, and no Option or stock
      appreciation right shall be exercisable during the Optionee’s or stock
      appreciation right recipient’s lifetime by any person other than the Optionee or
      stock appreciation right recipient.




12.  Issuance
      of Shares .
      As a
      condition of any sale or issuance of Shares upon exercise of any Option or
      stock
      appreciation right, or issuance of Shares pursuant to restricted stock awards,
      the Committee may require such agreements or undertakings, if any, as the
      Committee may deem necessary or advisable to assure compliance with any such
      law
      or regulation including, but not limited to, the following:




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(i)  a
      representation and warranty by the Optionee to the Company, at the time any
      Option is exercised, that he is acquiring the Shares to be issued to him for
      investment and not with a view to, or for sale in connection with, the
      distribution of any such Shares;




(ii)  an
      agreement and undertaking to comply with all of the terms, restrictions and
      provisions set forth in any then applicable stockholders’ agreement relating to
      the Shares, including, without limitation, any restrictions on transferability,
      any rights of first refusal and any option of the Company to “call” or purchase
      such Shares under then applicable agreements, and




(iii)  any
      restrictive legend or legends, to be embossed or imprinted on Share
      certificates, that are, in the discretion of the Committee, necessary or
      appropriate to comply with the provisions of any securities law or other
      restriction applicable to the issuance of the Shares.




13.  Stock
      Appreciation Rights .
      The
      Committee may grant stock appreciation rights to Employees, either in tandem
      with Options that have been or are granted under the Plan or with respect to
      a
      number of Shares on which an Option is not granted. A stock appreciation right
      shall entitle the holder to receive, with respect to each Share as to which
      the
      right is exercised, payment in an amount equal to the excess of the Share’s Fair
      Market Value on the date the right is exercised over its Fair Market Value
      on
      the date the right was granted. Such payment may be made in cash or in Shares
      valued at the Fair Market Value as of the date of exercise, or partly in cash
      and partly in Shares, as determined by the Committee in its sole discretion.
      No
      Employee may be granted in any calendar year stock appreciation rights with
      respect to more than one million five hundred thousand (1,500,000) Shares.
      The
      Committee may establish a maximum appreciation value payable for stock
      appreciation rights.




14.  Restricted
      Stock Awards .
      The
      Committee may grant to Employees restricted stock awards under the Plan in
      Shares or denominated in units of Shares. The Committee, in its sole discretion,
      may make such awards subject to conditions and restrictions, as set forth in
      the
      instrument evidencing the award, which may be based on continuous service with
      the Company or a Subsidiary or the attainment of certain performance goals
      related to profits, profit growth, cash-flow or shareholder returns, where
      such
      goals may be stated in absolute terms or relative to comparison companies or
      indices to be achieved during a period of time. No more than 500,000 restricted
      stock Shares or units may be awarded under this Plan.




15.  Administration
      of this Plan .




(a)  This
      Plan
      shall be administered by the Committee, which shall consist of not less than
      two
      Directors. The Committee shall have all of the powers of the Board with respect
      to this Plan. Any member of the Committee may be removed at any time, with
      or
      without cause, by resolution of the Board and any vacancy occurring in the
      membership of the Committee may be filled by appointment by the
      Board.




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(b)  Subject
      to the provisions of this Plan, the Committee shall have the authority, in
      its
      sole discretion, to: (i) grant Options and other awards,
      (ii) determine the exercise price per Share at which Options may be
      exercised, (iii) determine the individuals to whom, and time or times at
      which, Options and other awards shall be granted, (iv) determine the number
      of Shares to be represented by each Option and other award, (v) determine
      the terms, conditions and provisions of each Option and other award granted
      (which need not be identical) and, with the consent of the holder thereof,
      modify or amend each Option, (vi) defer (with the consent of the Optionee)
      or accelerate the exercise date of any Option, and (vii) make all other
      determinations deemed necessary or advisable for the administration of this
      Plan, including re-pricing, canceling and regranting Options.




(c)  The
      Committee, from time to time, may adopt rules and regulations for carrying
      out
      the purposes of this Plan. The Committee’s determinations and its interpretation
      and construction of any provision of this Plan shall be final, conclusive and
      binding upon all Optionees and other holders of awards granted under this
      Plan.




(d)  Any
      and
      all decisions or determinations of the Committee shall be made either
      (i) by a majority vote of the members of the Committee at a meeting of the
      Committee or (ii) without a meeting by the unanimous written approval of
      the members of the Committee.




(e)  No
      member
      of the Committee, or any Officer or Director of the Company or its Subsidiaries,
      shall be personally liable for any act or omission made in good faith in
      connection with this Plan.




16.  Incentive
      Options for 10% Stockholders .
      Notwithstanding any other provisions of this Plan to the contrary, an Incentive
      Stock Option shall not be granted to any person owning directly or indirectly
      (through attribution under Section 424(d) of the Code) at the date of
      grant, stock possessing more than 10% of the total combined voting power of
      all
      classes of stock of the Company (or of its Subsidiary) at the date of grant
      unless the exercise price of such Option is at least 110% of the Fair Market
      Value of the Shares subject to such Option on the date the Option is granted,
      and such Option by its terms is not exercisable after the expiration of five
      years from the date such Option is granted.





17.  Interpretation .




(a)  This
      Plan
      shall be administered and interpreted so that all Incentive Stock Options
      granted under this Plan will qualify as Incentive Stock Options under
      Section 422 of the Code. If any provision of this Plan should be held
      invalid for the granting of Incentive Stock Options or illegal for any reason,
      such determination shall not affect the remaining provisions hereof, and this
      Plan shall be construed and enforced as if such provision had never been
      included in this Plan.




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(b)  This
      Plan
      shall be governed by the laws of the State of New York.




(c)  Headings
      contained in this Plan are for convenience only and shall in no manner be
      construed as part of this Plan or affect the meaning or interpretation of any
      part of this Plan.




(d)  Any
      reference to the masculine, feminine, or neuter gender shall be a reference
      to
      such other gender as is appropriate.




(e)  Time
      shall be of the essence with respect to all time periods specified for the
      giving of notices to the Company hereunder, as well as all time periods for
      the
      expiration and termination of Options in accordance with Section 9 hereof
      (or as otherwise set forth in an option agreement).





18.  Amendment
      and Discontinuation of this Plan .
      Either
      the Board or the Committee may from time to time amend, suspend or terminate
      this Plan or amend any Option without the consent or approval of the
      stockholders of the Company; provided, however, that, except to the extent
      provided in Section 9, no amendment, suspension or termination of this Plan
      or amendment of any Option issued hereunder shall substantially impair any
      Option previously granted to any Optionee without the consent of such
      Optionee.




19.  Termination
      Date .
      This
      Plan shall terminate 10 years after the date of initial adoption of the Plan
      by
      the board of directors of Kevcorp Services, Inc., unless otherwise terminated
      earlier by the Board or the Committee.




20.  Shareholder
      Approval .
      Notwithstanding anything in this Plan to the contrary, (a) no Option shall
      be
      treated as an Incentive Stock Option unless shareholder approval of the Plan
      has
      been obtained in compliance with Section 422(b) of the Code and the treasury
      regulations issued thereunder, and (b) no Option granted before shareholder
      approval of the Plan is obtained in compliance with Treasury regulation
      Section 1.162-27(e)(4) shall be treated as qualified performance-based
      compensation pursuant to Section 162(m)(4)(C) of the Code or Treasury regulation
      Section 1.162-27(e).





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