ENIGMA SOFTWARE GROUP, INC.

                        2005 STOCK OPTION AND GRANT PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN, DEFINITIONS
           ----------------------------------------

     The name of the plan is the Enigma Software, Inc. 2005 Stock Option and
Grant Plan (the "Plan"). The purpose of the Plan is to encourage and enable the
employees, directors and Consultants (as defined below) of Enigma Software,
Inc., a Delaware corporation (the "Company"), and its Subsidiaries (as defined
below), upon whose judgment, initiative and efforts the Company largely depends
for the successful conduct of its business to acquire a proprietary interest in
the Company. It is anticipated that providing such persons with a direct stake
in the Company's welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with and further the interests
of the Company.

     The following terms shall be defined as set forth below:

     "Act" means the Securities Act of 1933, as amended.

     "Award" or "Awards" shall include Incentive Stock Options, Non-Qualified
Stock Options, Restricted Stock Awards, and Unrestricted Stock Awards, or any
combination of the foregoing.

     "Board" means the Board of Directors of the Company or its successor
entity.

     "Code" means the Internal Revenue Code of 1986, as amended, and related
rules, regulations and interpretations.

     "Committee" has the meaning specified in Section 2.

     "Company" has the meaning specified in Section 1.

     "Consultant" means a person engaged to provide consulting or advisory
services (other than as an employee or director) to the Company or its
Subsidiaries, provided that the identity of such person, the nature of such
services or the entity to which such services are provided would not preclude
the Company from offering or selling securities to such person pursuant to the
Plan in reliance on a Form S-8 Registration Statement under the Act if the
Company is required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act.

     "Disability" has the meaning specified in Code Section 22(c)(3).

     "Effective Date" has the meaning specified in Section 13.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.


<PAGE>


     "Fair Market Value" of the Stock on any given date means (i) if the Stock
is admitted to quotation on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") Over-the-Counter/Bulletin Board, National
Market or SmallCap Market, or if the Stock is admitted to trading on a national
securities exchange, the Fair Market Value on any date shall not be less than
the last reported closing price for the Stock on such exchange or system, or
(ii) if no price can be determined under the preceding alternatives, the Fair
Market Value of the Stock determined in good faith by the Committee, using any
reasonable valuation method, without regard to any restriction other than a
restriction which, by its terms will never lapse. If the relevant date does not
fall on a day on which the Stock has traded on NASDAQ or on a national
securities exchange or market, the date on which the Fair Market Value shall be
established shall be the last day on which the Stock was so traded prior to the
relevant date, or such other appropriate day as shall be determined by the
Committee, in its discretion.

     "Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422(b) of the Code.

     "Non-Qualified Stock Option" means any Stock Option that is not designated
as an Incentive Stock Option or which does not qualify as an Incentive Stock
Option.

     "Option" or "Stock Option" means any right to purchase shares of Stock
granted pursuant to Section 5.

     "Option Agreement" means a written agreement between the Company and a
grantee setting forth the terms, conditions and restrictions of the Option
granted to the grantee and any shares of Stock acquired upon the exercise
thereof. An Option Agreement may consist of a "Notice of Grant of Stock Option"
and a form of "Stock Option Agreement" incorporated therein by reference, or
such other form or forms as the Committee may approve from time to time.

     "Option Shares" means the shares of Stock which are issuable upon exercise
of a Stock Option.

     "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, at the time of the granting of
the Award, each of the corporations other than the Company owns stock or other
interests possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

     "Plan" has the meaning specified in Section 1.

     "Restricted Stock" has the meaning specified in Section 6(a).

     "Restricted Stock Agreement" means a written agreement between the Company
and a grantee setting forth the terms, conditions and restrictions of Restricted
Stock Award granted to the grantee and any shares of Restricted Stock acquired
upon the exercise thereof.

     "Restricted Stock Award" means any Awards of Restricted Stock hereunder.


                                       2
<PAGE>


     "Service Relationship" means the grantee's employment or service with the
Company or its Subsidiaries, whether in the capacity of an employee, director or
a Consultant. Unless otherwise determined by the Committee, a grantee's Service
Relationship shall not be deemed to have terminated merely because of a change
in the capacity in which the grantee renders service to the Company or a
transfer between locations of the Company or its Subsidiaries or a transfer
between the Company and any Subsidiary, provided that there is no interruption
or other termination of the Service Relationship. Subject to the foregoing and
Section 9 below, the Company, in its discretion, shall determine whether the
grantee's Service Relationship has terminated and the effective date of such
termination. The Committee shall have the sole discretion to determine the
reason for the termination of the grantee's Service Relationship.

     "Stock" means the common stock, par value $0.001 per share, of the Company,
subject to adjustment pursuant to Section 3.

     "Subsidiary" means 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 Award, each of the corporations (other than the last corporation in the
unbroken chain) owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain.

     "Transaction" has the meaning specified in Section 3(c).

     "Unrestricted Stock" has the meaning specified in Section 7(a).

     "Unrestricted Stock Award" means any Award of Unrestricted Stock hereunder.

     "10% Owner Optionee" means an individual who owns or is deemed to own (by
reason of the attribution rules of Section 424(b) of the Code) more than ten
percent (10%) of the combined voting power of all classes of stock of the
Company or any Parent or Subsidiary Corporation.

SECTION 2. ADMINISTRATION OF PLAN: COMMITTEE AUTHORITY TO SELECT GRANTEES AND
           ------------------------------------------------------------------
DETERMINE AWARDS
----------------

     (a) Administration of Plan. The Plan shall be administered by the Board or
a Board-appointed committee consisting of not less than two (2) directors (the
"Committee"). If and so long as the Stock is registered under Section 12(b) or
12(g) of the Exchange Act, the Board shall consider in selecting the Committee
the provisions regarding (a) "nonemployee directors" as contemplated by Rule
16b-3(b)(3) of the Exchange Act; (ii) "outside directors" as contemplated by
Section 162(m) of the Code; and (iii) "independent directors" as contemplated by
NASD Rule 4200(a)(15). All references herein to the Committee shall be deemed to
refer to the entity then responsible for administration of the Plan at the
relevant time (i.e., either the Board or a committee of the Board, as
applicable). Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time.

     (b) Powers of Committee. The Committee shall have the power and authority
to grant Awards consistent with the terms of the Plan; provided, however, the
Committee may only award or grant those Awards that either comply with the
applicable requirements of Section 409A of the Code, or do not result in the


                                       3
<PAGE>


deferral of compensation within the meaning of Section 409A of the Code. The
Committee's power and authority shall include the power and authority:

          (i) to select the employees, directors and Consultants of the Company
and its Subsidiaries to whom Awards may from time to time be granted;

          (ii) to determine the time or times of grant, and the type of Award to
be granted which shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, and Unrestricted Stock Awards, or any
combination of the forgoing, granted to any one or more grantees;

          (iii) to determine the number of shares of Stock to be covered by any
Award;

          (iv) to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and
grantees, and to approve the form of written instruments evidencing the Awards;
provided, however, that the Committee shall consider the impact of Section 409A
of the Code on any modification;

          (v) to accelerate at any time the exercisability or vesting of all or
any portion of any Award and/or to include provisions in Awards providing for
such acceleration;

          (vi) to impose any limitations on Awards granted under the Plan,
including limitations on transfers, repurchase provisions and the like and to
exercise repurchase rights or obligations;

          (vii) subject to the provisions of Section 5(a)(ii), to extend at any
time the period in which Stock Options may be exercised; provided, however, the
Committee shall consider the impact of Section 409A of the Code on any
extension; and

          (viii) at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of
the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.

     All decisions and interpretations of the Committee shall be binding on all
persons, including the Company, the Company's stockholders and grantees.

     (c) Delegation of Authority to Grant Awards. The Committee, in its
discretion, may delegate to the Chief Executive Officer, President and/or the
Chief Financial Officer of the Company authority to designate the officers and
employees to be issued Awards at Fair Market Value and to determine the number
of Awards to be issued to those officers and employees; provided, however, (1)
any delegation pursuant to this Section 2(c) shall comply with any applicable
state or federal law; and (2) any designee shall have the authority to grant
Awards to only those individuals who are not: (a) subject to the reporting and
other provisions of Section 16 of the Exchange Act; (b) "covered employees"
within the meaning of Section 162(m) of the Code; or (c) to the extent required


                                       4
<PAGE>


by NASD Rule 4350(c), the Chief Executive Officer or any executive officer of
the Company. The Committee may revoke or amend the terms of a delegation at any
time but such action shall not invalidate any prior actions of the Committee's
delegate or delegates that were consistent with the terms of the Plan.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
           ----------------------------------------------------

     (a) Stock Issuable. The maximum aggregate number of shares of Stock
reserved and available for issuance under the Plan shall be 3,000,000 of shares
of common stock of the Company. The foregoing share numbers are subject to
adjustment as provided in Section 3(b). For purposes of this Section 3(a), the
shares of Stock underlying any Awards which are forfeited, canceled, satisfied
without the issuance of Stock or otherwise terminated (other than by exercise)
shall be added back to the shares of Stock available for issuance under the
Plan. The shares available for issuance under the Plan may be authorized, but
unissued shares of Stock or shares of Stock reacquired by the Company and held
in its treasury.

     (b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger, consolidation
or sale of all or substantially all of the assets of the Company, the
outstanding shares of Stock are converted into or exchanged for a different
number or kind of the Company or any successor entity (or a parent or subsidiary
thereof), the Committee shall make an appropriate or proportionate adjustment in
(i) the maximum number of shares reserved for issuance under the Plan, (ii) the
number and kind of shares or other securities subject to any then outstanding
Awards under the Plan, and (iii) the exercise price of any Stock Option. The
adjustment by the Committee shall be final, binding and conclusive. No
fractional shares of Stock shall be issued under the Plan resulting from any
such adjustment, but the Committee in its discretion may either make a cash
payment in lieu of fractional shares or round any resulting fractional share
down to the nearest whole number.

     The Committee may also adjust the number of shares subject to outstanding
Awards and the exercise price and the terms of outstanding Awards to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Committee that such adjustment is
appropriate to avoid distortion in the operation of the Plan, provided that no
such adjustment shall be made in the case of an Incentive Stock Option, without
the consent of the grantee, if it would constitute a modification, extension or
renewal of the Option within the meaning of Section 424(h) of the Code.

     (c) Mergers and Other Transactions. Upon the effectiveness of (i) a merger,
reorganization or consolidation between the Company and another person or entity
(other than a holding company or Parent or Subsidiary of the Company) as a
result of which the holders of the Company's outstanding voting stock
immediately prior to the transaction hold less than a majority of the
outstanding voting stock of the surviving entity immediately after the


                                       5
<PAGE>


transaction, or (ii) the sale of all or substantially all of the assets of the
Company to an unrelated person or entity (in each case, a "Transaction"), unless
provision is made in connection with the Transaction for the assumption of all
outstanding Awards, or the substitution of such Awards with new Awards of the
successor entity or parent thereof, with appropriate adjustment as to the number
and kind of shares and, if appropriate, the per share exercise prices, as
provided in Section 3(b) above (an "Assumption"), this Plan and all outstanding
Awards granted hereunder, except with respect to specific Awards as the
Committee otherwise determines, shall terminate. In the event of such
termination, each grantee shall be permitted to exercise for a period of at
least ten (10) days prior to the anticipated effective date of the Transaction
all outstanding Awards held by such grantee which are then vested and
exercisable; provided, however, that the grantee may, but will not be required
to, condition such exercise upon the effectiveness of the Transaction.
Notwithstanding the foregoing, any outstanding Option that is either assumed or
substituted for a new option in a corporate transaction within the meaning of
Treasury Regulation ss. 1.424-1 shall comply with the requirements of Treasury
Regulation ss. 1.424-1. The preceding sentence applies to both Incentive Stock
Options and Non-Qualified Stock Options. In addition, in the event of a
Transaction, the Committee may accelerate the vesting of all Awards prior to the
effectiveness of a Transaction.

     (d) Dissolution or Liquidation. In the event of a dissolution or
liquidation of the Company, any outstanding Awards issued under the Plan shall
be terminated if not exercised prior to such event.

     (e) Substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees, directors or
Consultants of another company in connection with a merger or consolidation of
such company with the Company (or any Parent of the Company or any Subsidiary of
the Company) or the acquisition by the Company (or any Parent of the Company or
any Subsidiary of the Company) of property or stock of such company. The
Committee may direct that the substitute Awards be granted on such terms and
conditions as the Committee considers appropriate in the circumstances.
Notwithstanding the foregoing, any outstanding stock option that is either
assumed or substituted for a new Option in a corporate transaction within the
meaning of Treasury Regulation ss. 1.424-1 shall comply with the requirements of
Treasury Regulation ss. 1.424-1. The preceding sentence applies to both
incentive stock options within the meaning of Section 422 of the Code and
non-qualified stock options.

SECTION 4. ELIGIBILITY
           -----------

     Awards may be granted to employees, directors and Consultants (including
prospective employees, directors and Consultants to whom Awards are granted in
connection with written offers of employment or other Service Relationship with
the Company or its Subsidiaries) of the Company and its Subsidiaries who are
responsible for, or contribute to, the management, growth or profitability of
the Company and its Subsidiaries as are selected from time to time by the
Committee in its sole discretion.


                                       6
<PAGE>


SECTION 5. STOCK OPTIONS
           -------------

     Any Stock Option granted under the Plan shall be pursuant to an Option
Agreement, which shall be in such form as the Committee may from time to time
approve. Option Agreements need not be identical.

     Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary provided, however, that, an Incentive
Stock Option may be granted to a prospective employee upon the condition that
such person becomes an employee and such grant shall be deemed granted effective
on the date that such person commences services with the Company or its
Subsidiaries, with an exercise price determined as of such date in accordance
with Section 5(a)(i) below.

     Non-Qualified Stock Options may be granted to employees, directors,
including non-employee directors, and Consultants of the Company or its
Subsidiaries.

     No Incentive Stock Option shall be granted under the Plan after the date
which is ten (10) years from the date the Plan is approved by the Board.

     (a) Terms of Stock Options. Stock Options granted under the Plan shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, to the extent permitted by Section 2(b) and to the extent
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable:

          (i) Exercise Price. The exercise price per share for the Stock covered
by a Stock Option shall be determined by the Committee at the time of grant, but
shall not be less than one hundred percent (100%) of the Fair Market Value on
the grant date in the case of Incentive Stock Options. If an Incentive Stock
Option is granted to a 10% Owner Optionee, the exercise price per share for the
Stock covered by such Incentive Stock Option shall be not less than one hundred
ten percent (110%) of the Fair Market Value on the grant date. Notwithstanding
the foregoing, an Incentive Stock Option may be granted with an exercise price
lower than the minimum exercise price per share set forth above if the Incentive
Stock Option is granted pursuant to an assumption or substitution for another
option in a manner qualifying under Section 424(a) of the Code and comply with
Section 409A of the Code.

          (ii) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten (10) years
after the date the Stock Option is granted. If an Incentive Stock Option is
granted to a 10% Owner Optionee, the term of such Stock Option shall be no more
than five (5) years from the grant date. In addition, with respect to Stock
Options granted to employees, the Stock Option shall terminate: (x) upon the
last day of their employment with the Company, in the event the employee
voluntarily resigns from the Company, or (y) three months from the last day of
employment with the Company, in the event the Company terminates the employee,
the employee dies, the employee becomes disabled or the employee reaches the age
of 62 and, with the consent of the Company, retires.


                                       7
<PAGE>


          (iii) Exercisability; Rights of a Stockholder. Stock Options shall
become exercisable at such time or times, whether or not in installments, as
shall be determined by the Committee and set forth in the Option Agreement
evidencing such Option. A grantee shall have no rights of a stockholder with
respect to any shares covered by the Option until the date of the issuance of a
certificate for the shares for which the Option has been exercised (as evidenced
by an appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends,
distributions or other rights which the record date is prior to the date such
certificate is issued, expect as provided in Section 3(b).

          (iv) Method of Exercise. Stock Options may be exercised in whole or in
part, by giving written notice of exercise to the Company, specifying the number
of shares of Stock to be purchased. Payment of the exercise price may be made by
one or more of the following methods to the extent provided in the Award
agreement:

               (A) in cash, by certified or bank check, or other instrument
acceptable to the Committee in U.S. funds payable to the order of the Company in
an amount equal to the exercise price of such Option Shares;

               (B) if permitted by the Committee, (x) by having the Company
withhold from the Option Shares having a Fair Market Value equal to the
aggregate purchase price of the Option Shares, (y) through the delivery (or
attestation to ownership) of shares of Stock that have been purchased by the
grantee on the open market or that have been held by the grantee for at least
six (6) months and are not subject to restrictions under any plan of the
Company, and (z) by the grantee delivering to the Company a properly executed
Exercise Notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to
pay the option purchase price, provided that in the event the grantee chooses
such payment procedure, the grantee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as
the Committee shall prescribe as a condition of such payment procedure; or

               (C) a combination of the payment methods set forth in clauses (A)
and (B) above, if applicable.

          No certificates for Option Shares so purchased will be issued to the
grantee until the Company has completed all steps required by law to be taken in
connection with the issuance and sale of the shares, including, without
limitation, obtaining from grantee payment or provision for all withholding
taxes due as a result of the exercise of the Stock Option. The delivery of
certificates representing the shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the grantee (or
a purchaser acting in his or her stead in accordance with the provisions of the
Stock Option) by the Company of the full exercise price. If the grantee is
paying the exercise price by delivery of previously owned shares of Stock by the
attestation method set forth in clause (C)(y) above, the shares of Stock
transferred to the grantee upon the exercise of the Stock Option shall be net of
the number of the shares of Stock delivered.

     (b) Annual Limit on Incentive Stock Options. To the extent that the
aggregate Fair Market Value (determined as of the time the Option is granted) of
the shares of Stock with respect to which Incentive Stock Options are
exercisable for the first time by a grantee during any calendar year (under all


                                       8
<PAGE>


option plans of the Company, its Parent and/or its Subsidiaries) exceeds
$100,000, such Incentive Stock Options shall constitute Non-Qualified Stock
Options. For purposes of this Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted, except as otherwise
provided in Treasury Regulation ss. 1.422-4(b)(4). If pursuant to the above, an
Incentive Stock Option is treated as an Incentive Stock Option in part and a
Non-Qualified Stock Option in part, the grantee may designate which portion
shall be deemed to have exercised the Incentive Stock Option portion of the
Option first.

     (c) Non-transferability of Options. No Stock Option shall be transferable
by the grantee otherwise than by will or by the laws of descent and distribution
and all Stock Options shall be exercisable, during the grantee's lifetime, only
by the grantee, or by the grantee's legal representative or guardian in the
event of the grantee's incapacity. Notwithstanding the foregoing, the Committee,
in its sole discretion, may provide in the Option Agreement regarding a given
Option that the grantee may transfer, without consideration for the transfer,
his or her Non-Qualified Stock Options to members of his or her immediate
family, to trusts for the benefit of such family members, or to partnerships in
which such family members are the only partners, or to limited liability
companies in which such family members are the only members, provided that the
transferee agrees in writing with the Company to be bound by all of the terms
and conditions of this Plan and the applicable Option Agreement.

     (d) Board Non-Qualified Stock Options.

          (i) Initial Grant. Upon a Board member who is not an employee joining
the Board, such member shall receive a grant of Stock Options to purchase 39,000
shares of Stock with an exercise price equal to the Fair Market Value. The
Option shall vest 13,000 Shares on the one year anniversary of the date of
grant, 13,000 Shares on the second anniversary of the date of grant, and 13,000
Shares on the three year anniversary of the date of grant as long as the Board
member is still a member of the Board as of such date. The Option shall have a
term of ten years.

          (ii) Annual Grant. Every Board member who is not an employee shall be
entitled to an annual grant of Stock Options to purchase 3,000 Shares on the
last trading day in March following the first anniversary of the member joining
the Board. The Options shall fully vest on the date of grant with a term of ten
years. The exercise price shall be the Fair Market Value.

SECTION 6. RESTRICTED STOCK AWARDS
           -----------------------

     (a) Nature of Restricted Stock Awards. To the extent permitted by Section
2(b), a Restricted Stock Award is an Award pursuant to which the Company may, in
its sole discretion, grant or sell, at par value or such greater purchase price
as determined by the Committee, in its sole discretion, shares of Stock subject
to such restrictions and conditions as the Committee may determine at the time
of grant ("Restricted Stock"), which purchase price shall be payable in cash.
Conditions may be based on continuing employment (or other Service Relationship)
and/or achievement of pre-established performance goals and objectives. The
grant of a Restricted Stock Award is contingent on the grantee executing a
Restricted Stock Agreement. The terms and conditions of each such Restricted


                                       9
<PAGE>


Stock Agreement shall be determined by the Committee, and such terms and
conditions may differ among individual Awards and grantees.

     (b) Rights as a Stockholder. Upon execution of the Restricted Stock
Agreement and payment of any applicable purchase price, a grantee shall have the
rights of a stockholder with respect to the voting of the Restricted Stock,
subject to such conditions contained in the Restricted Stock Agreement. Unless
the Committee shall otherwise determine, certificates evidencing the Restricted
Stock shall remain in the possession of the Company until such Restricted Stock
is vested as provided in Section 6(d) below, and the grantee shall be required,
as a condition of the grant, to deliver to the Company a stock power endorsed in
blank.

     (c) Restrictions. Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Agreement.

     (d) Vesting of Restricted Stock. The Committee at the time of grant shall
specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which Restricted Stock shall become
vested, subject to such further rights of the Company or its assigns as may be
specified in the Restricted Stock Agreement.

     (e) Waiver, Deferral and Reinvestment of Dividends. The Restricted Stock
Agreement may require or permit the immediate payment, waiver, deferral or
investment of dividends paid on the Restricted Stock; provided, however, that
any such payment, waiver, deferral or investment of dividends shall either
comply with the applicable requirements of Section 409A of the Code, or not
result in the deferral of compensation within the meaning of Section 409A of the
Code.

SECTION 7. UNRESTRICTED STOCK AWARDS
           -------------------------

     (a) Grant or Sale of Unrestricted Stock. To the extent permitted by Section
2(b), The Committee may, in its sole discretion, grant or sell at par value or
such greater purchase price determined by the Committee, an Unrestricted Stock
Award to any grantee, pursuant to which such grantee may receive shares of Stock
free of any vesting restrictions ("Unrestricted Stock") under the Plan.
Unrestricted Stock Awards may be granted or sold as described in the preceding
sentence in respect of past services or other valid consideration, or in lieu of
any cash compensation due to such individual.

     (b) Elections to Receive Unrestricted Stock in Lieu of Compensation. Upon
the request of a grantee and with the consent of the Committee, such grantee
may, pursuant to an advance written election delivered to the Company no later
than the date specified by the Committee, receive a portion of the cash
compensation otherwise due to such grantee in the form of shares of Unrestricted
Stock either currently or on a deferred basis; provided, however, any such
deferral shall either comply with the applicable requirements of Section 409A of
the Code, or not result in the deferral of compensation within the meaning of
Section 409A of the Code.

     (c) Restrictions on Transfers. The right to receive shares of Unrestricted
Stock on a deferred basis may not be sold, assigned, transferred, pledged or
otherwise encumbered, other than by will or the laws of descent and
distribution.


                                       10
<PAGE>


SECTION 8. TAX WITHHOLDING
           ---------------

     (a) Payment by Grantee. Each grantee shall, no later than the date as of
which the value of an Award or of any Stock or other amounts received thereunder
first becomes includable in the gross income of the grantee for Federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Committee regarding payment of, any federal, state, foreign, or local taxes of
any kind required by law to be withheld with respect to such income. The Company
and its Subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the grantee.
Notwithstanding the foregoing, with respect to any Award that is subject to
Section 409A of the Code, the Company may, to the extent permitted by Section
409A of the Code, permit the acceleration of the time or schedule of a payment
to pay the FICA tax imposed on the Award (FICA Amount), and any related income
tax at source imposed by Section 3401 of the Code on the FICA Amount.

     (b) Payment in Stock. Subject to approval by the Committee, a grantee may
elect to have the minimum required tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due, or (ii) transferring to the Company shares
of Stock owned by the grantee with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due;
provided, however, with respect to any Award that is subject to Section 409A of
the Code, the Company may, to the extent permitted by Section 409A of the Code,
permit the acceleration of the time or schedule of a payment to pay the FICA tax
imposed on the Grant (FICA Amount), and any related income tax at source imposed
by Section 3401 of the Code on the FICA Amount. The Fair Market Value of any
shares of Stock withheld or tendered to satisfy any such tax withholding
obligation shall not exceed the amount determined by the applicable minimum
statutory withholding rates.

SECTION 9. LEAVE OF ABSENCE
           ----------------

     For purposes of the Plan, the following events shall not be deemed a
termination of the Service Relationship:

     (a) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company; provided, however, the grantee's
Service Relationship shall not be deemed to continue beyond the first 3 months
of leave unless the grantee's right to return to service is provided by a
statute or by contract; and

     (b) notwithstanding the foregoing, unless otherwise designated by the
Company or required by law, a leave of absence shall not be treated as service
for purposes of determining vesting under the grantee's Option Agreement or
Restricted Stock Agreement.

SECTION 10. AMENDMENTS AND TERMINATION
            --------------------------

     The Board may, at any time, amend or discontinue the Plan, but no such
action shall adversely affect rights under any outstanding Award without the
holder's consent unless (i) required to ensure that a Stock Option is treated as
an Incentive Stock Option or (ii) to comply with applicable law. Except as


                                       11
<PAGE>


herein provided, no such action of the Board, unless taken with the approval of
the stockholders of the Company, may: (a) increase the maximum number of shares
of Stock for which Awards granted under this Plan may be issued (except by
operation of Section 3(b)); (b) amend the Plan in any other manner which the
Board, in its discretion, determines would require approval of the stockholders
under any applicable law, rule, listing requirement, or regulation to become
effective even though such stockholder approval is not expressly required by
this Plan; or (c) alter the class of employees eligible to receive Incentive
Stock Options under the Plan. No termination or amendment of the Plan shall
affect any outstanding Award unless expressly provided hereunder or as
determined by the Board. Nothing in this Section 10 shall limit the Board's or
Committee's authority to take any action permitted pursuant to Section 3(c). The
Plan shall continue in effect until the earlier of: (i) ten (10) years after the
Effective Date, (ii) its termination by the Board, or (iii) the date on which
all of the shares of Stock available for issuance under the Plan have been
issued and all restrictions on such shares under the terms of the Plan and the
Option Agreement and Restricted Stock Agreement have lapsed. Notwithstanding the
foregoing, the Board shall consider the impact of Section 409A of the Code on
any termination or amendment of the Plan.

SECTION 11. STATUS OF PLAN
            --------------

     With respect to the portion of any Award that has not been exercised and
any payments in cash, Stock or other consideration not received by a grantee, a
grantee shall have no rights greater than those of a general creditor of the
Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company's obligations
to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the
foregoing sentence.

SECTION 12. GENERAL PROVISIONS
            ------------------

     (a) No Distribution; Compliance with Legal Requirements. The grant of
Awards and the issuance of shares of Stock upon exercise of Awards shall be
subject to compliance with all applicable requirements of federal, state and
foreign law with respect to such securities. Awards may not be exercised if the
issuance of shares of Stock upon exercise would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Stock
may then be listed. In addition, no Award may be exercised unless: (a) a
registration statement under the Act shall at the time of exercise of the Award
be in effect with respect to the shares of Stock issuable upon exercise of the
Award, or (b) in the opinion of legal counsel to the Company, the shares of
Stock issuable upon exercise of the Award may be issued in accordance with the
terms of an applicable exemption from the registration requirements of the Act.
The inability of the Company to obtain from any regulatory body having
jurisdiction and authority, if any, deemed by Company's legal counsel to be
necessary to the lawful issuance and sale of any shares hereunder shall relieve
the Company of any liability in respect of the failure to issue or sell such
shares as to which such requisite authority shall not have been obtained. As a
condition to the exercise of any Award, the Company may require the grantee to
satisfy any qualifications that may be necessary or appropriate, to evidence


                                       12
<PAGE>


compliance with any applicable law or regulation and to make any representation
or warranty with respect thereto as may be requested by the Company.

     (b) Delivery of Stock Certificates. Stock certificates issued under this
Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company.

     (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Committee from adopting other or
additional compensation arrangements, including trusts, and such arrangements as
may be either generally applicable or applicable only in specific cases. The
adoption of this Plan and the grant of Awards do not confer upon any grantee any
right to continued employment or service with the Company or any Parent or
Subsidiary of the Company or interfere in any way with the right of the Company
or its Parent or Subsidiaries to terminate the grantee's employment or service
at any time.

     (d) Conflict with Agreement, Notice. In the event of a conflict between the
terms and provisions of this Plan and the terms and provisions of any Restricted
Stock Agreement, Option Agreement or Notice of Grant of Stock Option, the terms
and provisions of this Plan shall govern.

SECTION 13. EFFECTIVE DATE OF PLAN
            ----------------------

     (a) The Plan is effective on March 8, 2005 (the "Effective Date"), the date
on which the Board adopted the Plan, subject to approval by the stockholders of
the Company, if necessary, in the manner and within the time required under
Section 422(b)(2) of the Code. Any increase in the maximum aggregate number of
shares of Stock issuable under the Plan pursuant to Section 3 shall be approved
by stockholders of the Company within twelve (12) months of approval of such
increase by the Board in accordance with applicable law; provided that no new
shares of Stock associated with such increase may be issued hereunder prior to
such approval. Subject to such approvals by the stockholders and to the
requirement that no shares of Stock may be issued hereunder prior to such
approval, Awards may be granted hereunder on and after adoption of the Plan by
the Board.

SECTION 14. GOVERNING LAW
            -------------

     This Plan and all Awards and actions taken thereunder shall be governed by
the laws of the State of Delaware, applied without regard to conflict of law
principles thereof.


APPROVED BY THE BOARD OF DIRECTORS:         March 8, 2005
                                            -------------

APPROVED BY THE STOCKHOLDERS:               March 8, 2005, subject to
                                            -------------------------------
                                            effectiveness on April 15, 2005
                                            -------------------------------


                                       13