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EXHIBIT 10.4

                         MEDICAL ACTION INDUSTRIES INC.
                      1994 STOCK INCENTIVE PLAN, AS AMENDED

                              SECTION 1 DEFINITIONS

1.1 DEFINITIONS. Whenever used herein, the masculine pronoun shall be deemed to
include the feminine and the singular to include the plural, unless the context
clearly indicates otherwise, and the following capitalized words and phrases are
used herein within the meaning thereafter ascribed:

         (a) "BOARD OF DIRECTORS" means the board of directors of the Company.

         (b) "CHANGE IN CONTROL" means the first to occur of the following
         events:

              (i) any person (as defined in Section 3(a)(9) of the Exchange Act
         and as used in Sections 13(d) and 14(d) thereof), excluding the
         Company, any Subsidiary and any employee benefit plan sponsored or
         maintained by the Company or any Subsidiary (including any trustee of
         such plan acting as trustee), but including 'group' as defined in
         Section 13(d)(3) of the Exchange Act (a "Person"), becomes the
         beneficial owner of shares of the Company having at least twenty (20%)
         percent of the total number of votes that may be cast for the election
         of directors of the Company (the "Voting Shares"); provided that no
         Change of Control will occur as a result of an acquisition of stock by
         the Company which increases, proportionately, the stock representing
         the voting power of the Company, and provided further that if such
         person or group acquires stock representing more than twenty percent
         (20%) of the voting power of the Company by reason of share purchases
         by the Company, and after such share purchases by the Company acquires
         any additional shares representing the voting power of the Company,
         then a Change in Control shall occur;

              (ii) the shareholders of the Company shall approve any merger or
         other business combination of the Company, sale of the Company's assets
         or combination of the foregoing transactions (a "Transaction") other
         than a Transaction involving only the Company and one or more of its
         Subsidiaries, or a Transaction immediately following which the
         shareholders of the Company immediately prior to the Transaction
         continue to have a majority of the voting power in the resulting entity
         excluding for this purpose any shareholder owning directly or
         indirectly more than ten percent (10%) of the shares of the other
         company involved in the merger; or

              (iii) within any 24-month period beginning on or after June 30,
         1994, who were directors of the Company immediately before the
         beginning of such period (the "Incumbent Directors") shall cease (for
         any reason other



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         than death) to constitute at least a majority of the Board of Directors
         or the board of directors of any successor to the Company, provided
         that any director who was not a director as of July 1, 1994 shall be
         deemed to be an Incumbent Director if such director was elected to the
         Board of Directors by, or on the recommendation of or with the approval
         of, at least two-thirds of the directors who then qualified as
         Incumbent Directors either actually or by prior operation of this
         clause (iii); and provided further that any director elected to the
         Board of Directors to avoid or settle a threatened or actual proxy
         contest shall in no event be deemed to be an Incumbent Director.

         (c) "CODE" means the Internal Revenue Code of 1986, as amended.

         (d) "COMMITTEE" means the committee appointed by the Board of Directors
to administer the Plan. The Committee shall consist of at least two members of
the Board of Directors, each of whom shall be a "disinterested person", as
defined in Rule 16b-3 as promulgated under the Exchange Act.

         (e) "COMPANY" means Medical Action Industries Inc., a Delaware
corporation.

         (f) "DISABILITY" has the same meaning as provided in the long-term
disability plan or policy maintained or, if applicable, most recently
maintained, by the Company or, if applicable, any affiliate of the Company for
the Participant. If no long-term disability plan or policy was ever maintained
on behalf of the Participant or, if the determination of Disability relates to
an Incentive Stock Option, disability shall mean the condition described in Code
Section 22(e)(3), as amended from time to time. In the event of a dispute, the
determination of Disability shall be made by the Committee and shall be
supported by advice of a physician competent in the area to which such
Disability relates.

         (g) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time.

         (h) "FAIR MARKET VALUE" with regard to a date means the closing price
at which Stock shall have been sold on the last trading date prior to that date
as reported by the National Association of Securities Dealers Automated
Quotation System (or, if applicable, as reported by a national securities
exchange selected by the Committee on which the shares of Stock are then
actively traded) and published in The Wall Street Journal; provided that, for
purposes of granting awards other than Incentive Stock Options, Fair Market
Value of the shares of Stock may be determined by the Committee by reference to
the average market value determined over a period certain or as of specified
dates, to a tender offer price for the shares of Stock (if settlement of an
award is triggered by such an event) or to any other reasonable measure of fair
market value.



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         (i) "OPTION" means a non-qualified stock option or an incentive stock
option.

         (j) "OVER 10% OWNER" means an individual who at the time an Incentive
Stock Option is granted owns Stock possessing more than 10% of the total
combined voting power of the Company or one of its Subsidiaries, determined by
applying the attribution rules of Code Section 424(d).

         (k) "PARTICIPANT" means an individual who receives a Stock Incentive
hereunder.

         (l) "PLAN" means the Medical Action Industries Inc 1994 Stock Incentive
Plan.

         (m) "STOCK" means the Company's common stock, $.001 par value.

         (n) "STOCK INCENTIVE AGREEMENT" means an agreement between the Company
and a Participant or other documentation evidencing an award of a Stock
Incentive.

         (o) "STOCK INCENTIVE PROGRAM" means a written program established by
the Committee, pursuant to which Stock Incentives are awarded under the Plan
under uniform terms, conditions and restrictions set forth in such written
program.

         (p) "STOCK INCENTIVES" means, collectively, Incentive Stock Options,
Non-Qualified Stock Options and Stock Awards.

         (q) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, with respect to
Incentive Stock Options, 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% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

                       SECTION 2 THE STOCK INCENTIVE PLAN

2.1 PURPOSE OF THE PLAN. The Plan is intended to (a) provide incentive to
officers and key employees of the Company and its affiliates to stimulate their
efforts toward the continued success of the Company and to operate and manage
the business in a manner that will provide for the long-term growth and
profitability of the Company; (b) encourage stock ownership by officers and key
employees by providing them with a means to acquire a proprietary interest in
the Company, acquire shares of Stock, or to receive compensation which is based
upon appreciation in the value of Stock; and (c) provide a means of obtaining,
rewarding and retaining key personnel.



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2.2 STOCK SUBJECT TO THE PLAN. Subject to adjustment in accordance with Section
5.2, 1,350,000 shares of Stock (the "Maximum Plan Shares") are hereby reserved
exclusively for issuance pursuant to Stock Incentives. At no time shall the
Company have outstanding Stock Incentives in excess of the Maximum Plan shares;
for this purpose, the outstanding Stock Incentives and shares of Stock issued in
respect of Stock Incentives shall be computed in accordance wit Rule 16b-3(a)(1)
as promulgated under the Exchange Act. To the extent permitted by Rule
16b-3(a)(1) as promulgated under the Exchange Act, the shares of Stock
attributable to the nonvested, unpaid, unexercised, unconverted or otherwise
unsettled portion of any Stock Incentive that is forfeited or cancelled or
expires or terminates for any reason without becoming vested, paid, exercised,
converted or otherwise settled in full shall again be available for purposes of
the Plan.

2.3 ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Committee.
The Committee shall have full authority in its discretion to determine the
officers and key employees of the Company or its affiliates to whom Stock
Incentives shall be granted and the terms and provisions of Stock Incentives
subject to the Plan; provided, however, that any award of a Stock Incentive to
any employee who is also a member of the Board of Directors shall be approved by
the majority of the "disinterested persons", as defined in Rule 16b-3 as
promulgated under the Exchange Act, then serving as members of the Board of
Directors, upon the recommendation of the Committee. Subject to the provisions
of the Plan, the Committee shall have full and conclusive authority to interpret
the Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of the respective Stock Incentive
Agreements and to make all other determinations necessary or advisable for the
proper administration of the Plan. The Committee's determinations under the Plan
need not be uniform and may be made by it selectively among persons who receive,
or are eligible to receive, awards under the Plan (whether or not such persons
are similarly situated). The Committee's decisions shall be final and binding on
all Participants.

2.4 ELIGIBILITY AND LIMITS. Stock Incentives may be granted only to officers and
key employees of the Company, or any affiliate of the Company; provided,
however, that directors who serve on the Committee shall not be eligible to
receive awards that are subject to Section 16 of the Exchange Act while they are
members of the Committee and that an incentive stock option may only be granted
to an employee of the Company or any Subsidiary. In the case of incentive stock
options, the aggregate Fair Market Value (determined as at the date an incentive
stock option is granted) of stock with respect to which stock options intended
to meet the requirements of Code Section 422 become exercisable for the first
time by an individual during any calendar year under all plans of the Company
and its Subsidiaries shall not exceed $100,000; provided further, that if the
limitation is exceeded, the incentive stock option(s) which cause the limitation
to be exceeded shall be treated as non-qualified stock option(s).

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                       SECTION 3 TERMS OF STOCK INCENTIVES

3.1      TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

         (a) The number of shares of Stock as to which a Stock Incentive shall
be granted shall be determined by the Committee in its sole discretion, subject
to the provisions of Section 2.2 as to the total number of shares available for
grants under the Plan.

         (b) Each Stock Incentive shall either be evidenced by a Stock Incentive
Agreement in such form and containing such terms, conditions and restrictions as
the Committee may determine to be appropriate, or be made subject to the terms
of a Stock Incentive Program, containing such terms, conditions and restrictions
as the Committee may determine to be appropriate. Each Stock Incentive Agreement
or Stock Incentive Program shall be subject to the terms of the Plan and any
provisions contained in the Stock Incentive Agreement or Stock Incentive Program
that are inconsistent with the Plan shall be null and void.

         (c) The date a Stock Incentive is granted shall be date on which the
Committee has approved the terms and conditions of the Stock Incentive and has
determined the recipient of the Stock Incentive and the number of shares covered
by the Stock Incentive.

         (d) Each Stock Incentive Agreement or Stock Incentive Program shall
provide that, in the event of a Change in Control, the Stock Incentive shall be
cashed out on the basis of any price not greater than the highest price paid for
a share of Stock in any transaction reported by the National Association of
Securities Dealers Automated Quotation System or any national securities
exchange selected by the Committee on which the shares of Stock are then
actively traded during a specified period immediately preceding or ending on the
date of the Change in Control or offered for a share of Stock in any tender
offer occurring during a specified period immediately preceding or ending on the
date the tender offer commenced; provided that, in no case shall any such
specified period exceed one (1) year (the "Change in Control Price"). For
purposes of this Subsection the cash-out of a Stock Incentive shall be
determined as follows:

              (i) Options shall be cashed out on the basis of the excess, if
         any, of the Change in Control Price (but not more than the Fair Market
         Value of the Stock on the date of the cash-out in the case of Incentive
         Stock Options) over the Exercise Price with or without regard to
         whether the Option may otherwise be exercisable only in part; and

              (ii) Stock Awards shall be cashed out in an amount equal to the
         Change in Control Price with or without regard to any conditions or
         restrictions otherwise applicable to any such Stock Incentive.



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<PAGE>

         (e) Any Stock Incentive may be granted in connection with all or any
portion of a previously or contemporaneously granted Stock Incentive. Exercise
or vesting of a Stock Incentive granted in connection with another Stock
Incentive may result in a pro rata surrender or cancellation of any related
Stock Incentive, as specified in the applicable Stock Incentive Agreement or
Stock Incentive Program.

         (f) Stock Incentives shall not be transferable or assignable except by
will or by the laws of descent and distribution and shall be exercisable, during
the Participant's lifetime, only by the Participant, or in the event of the
Disability of the Participant, by the legal representative of the Participant.

3.2 TERMS AND CONDITIONS OF OPTIONS. Each Option granted under the Plan shall be
evidenced by a Stock Incentive Agreement. At the time any Option is granted, the
Committee shall determine whether the Option is to be an incentive stock option
described in Code Section 422 or a non-qualified stock option, and the Option
shall be clearly identified as to its status as an incentive stock option or a
non-qualified stock option. An incentive stock option may only be granted within
ten (10) years from the earlier of the date the Plan is adopted or approved by
the Company's stockholders.

         (a) OPTION PRICE. Subject to adjustment in accordance with Section 5.2
and the other provisions of this Section 3.2, the exercise price (the "Exercise
Price") per share of Stock purchasable under any Option shall be as set forth in
the applicable Stock Incentive Agreement, but in no event shall it be less than
the Fair Market Value on the date the Option is granted. With respect to each
grant of an incentive stock option to a Participant who is an Over 10% Owner,
the Exercise Price shall not be less than 110% of the Fair Market Value on the
date the Option is granted. The Exercise Price of an Option may not be amended
or modified after the grant of the Option, and an Option may not be surrendered
in consideration of or exchanged for a grant of a new Option having an Exercise
Price below that of an Option which was surrendered or exchanged.

         (b) OPTION TERM. Any incentive stock option granted to a Participant
who is not an Over 10% Owner shall not be exercisable after the expiration of
ten (10) years after the date the Option is granted. Any incentive stock option
granted to an Over 10% Owner shall not be exercisable after the expiration of
five (5) years after the date the Option is granted. The term of any
non-qualified stock option plan shall be as specified in the applicable Stock
Incentive Agreement.

         (c) PAYMENT. Payment for all shares of Stock purchased pursuant to
exercise of an Option shall be made in any form or manner authorized by the
Committee in the Stock Incentive Agreement or by amendment thereto, including,
but not limited to, cash or, if the Stock Incentive Agreement provides, (i) by
delivery to the Company of a number of shares of Stock which have been owned by
the holder for at least six (6) months prior to the date of exercising having an
aggregate Fair Market Value of not less than the product of the Exercise Price




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multiplied by the number of shares the Participant intends to purchase upon
exercise of the Option on the date of delivery; (ii) in a cashless exercise
through a broker; or (iii) by having a number of shares of Stock withheld, the
Fair Market Value of which as of the date of exercise is sufficient to satisfy
the Exercise Price. In its discretion, the Committee also may authorize (at the
time an Option is granted or thereafter) Company financing to assist the
Participant as to payment of the Exercise Price on such terms as may be offered
by the Committee in its discretion. Any such financing shall require the payment
by the Participant of interest on the amount financed at a rate not less than
the "applicable federal rate" under the Code. Payment shall be made at the time
that the Option or any part thereof is exercised, and no shares shall be issued
or delivered upon exercise of an Option until full payment has been made by the
Participant. The holder of an Option as such shall have none of the rights of a
stockholder.

         (d) CONDITIONS TO THE EXERCISE OF AN OPTION. Each Option granted under
the Plan shall be exercisable by whom, at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of an Option, the Committee, at any time before complete termination
of such Option, may accelerate the time or times at which such Option may be
exercised in whole or in part, including, without limitation, upon a Change in
Control and may permit the Participant or any other designated person to
exercise the Option, or any portion thereof, for all or part of the remaining
Option term, notwithstanding any provision of the Stock Incentive Agreement to
the contrary.

         (e) TERMINATION OF INCENTIVE STOCK OPTION. With respect to an incentive
stock option, in the event of termination of employment of a Participant, the
Option or portion thereof held by the Participant which is unexercised shall
expire, terminate, and become unexercisable no later than the expiration of
three (3) months after the date of termination of employment; provided, however,
that in the case of a holder whose termination of employment is due to death or
Disability, one (1) year shall be substituted for such three (3) month period.
For purposes of this Subsection (e), termination of employment of the
Participant shall not be deemed to have occurred if the Participant is employed
by another corporation (or a parent or subsidiary corporation of such other
corporation) which has assumed the incentive stock option of the Participant in
a transaction to which Code Section 424(a) is applicable.

         (f) SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS. Notwithstanding
anything to the contrary in this Section 3.2, any Option issued in substitution
for an option previously issued by another entity, which substitution occurs in
connection with a transaction to which Code Section 424(a) is applicable, may
provide for an exercise price computed in accordance with such Code Section and
the regulations thereunder and may contain such other terms and conditions as
the Committee may prescribe to cause such substitute Option to contain as nearly
as possible the same terms and conditions (including the applicable vesting


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and termination provisions) as those contained in the previously issued option
being replaced thereby.

3.3 TERMS AND CONDITIONS OF STOCK AWARDS. The number of shares of Stock subject
to a Stock Award and restrictions or conditions on such shares, if any, shall be
as the Committee determines, and the certificate for such shares shall bear
evidence of any restrictions or conditions. Subsequent to the date of the grant
of the Stock Award, the Committee shall have the power to permit, in its
discretion, an acceleration of the expiration of an applicable restriction
period with respect to any part or all of the shares awarded to a Participant.
The Committee may require a cash payment from the Participant in an amount no
greater than the aggregate Fair Market Value of the shares of Stock awarded
determined at the date of grant in exchange for the grant of a Stock Award or
may grant a Stock Award without the requirement of a cash payment. In the event
that shares of Stock subject to Stock Awards are forfeited by a Participant,
such shares of Stock may again be subject to a new Stock Award under the Plan.

3.4 TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT. Except as otherwise
provided by Plan Section 3.2(e), any award under this Plan to a Participant who
has terminated employment may be cancelled, accelerated, paid or continued, as
provided in the applicable Stock Incentive Agreement or Stock Incentive Program,
or, in the absence of such provision, as the Committee may determine. The
portion of any award exercisable in the event of continuation or the amount of
any payment due under a continued award may be adjusted by the Committee to
reflect the Participant's period of service from the date of grant through the
date of the Participant's termination of employment or such other factors as the
Committee determines are relevant to its decision to continue the award.

                         SECTION 4 RESTRICTIONS ON STOCK

4.1 ESCROW OF SHARES. Any certificates representing the shares of Stock issued
under the Plan shall be issued in the Participant's name, but, if the applicable
Stock Incentive Agreement or Stock Incentive Program so provides, the shares of
Stock shall be held by a custodian designated by the Committee (the
"Custodian"). Each applicable Stock Incentive Agreement or Stock Incentive
Program providing for transfer of shares of Stock to the Custodian shall appoint
the Custodian as the attorney-in-fact for the Participant for the term specified
in the applicable Stock Incentive Agreement or Stock Incentive Program, with
full power and authority in the Participant's name, place and stead to transfer,
assign and convey to the Company any shares of Stock held by the Custodian for
such Participant, if the Participant forfeits the shares under the terms of the
applicable Stock Incentive Agreement or Stock Incentive Program. During the
period that the Custodian holds the shares subject to this Section, the
Participant shall be entitled to all rights, except as provided in the
applicable Stock Incentive Agreement or Stock Incentive Program, applicable to
shares of Stock not so held. Any dividends



                                       27
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declared on shares of Stock held by the Custodian shall, as the Committee may
provide in the applicable Stock Incentive Agreement or Stock Incentive Program,
be paid directly to the Participant or, in the alternative, be retained by the
Custodian or by the Company until the expiration of the term specified in the
applicable Stock Incentive Agreement or Stock Incentive Program and shall then
be delivered, together with any proceeds, with the shares of Stock to the
Participant or to the Company, as applicable.

4.2 RESTRICTIONS ON TRANSFER. The Participant shall not have the right to make
or permit to exist any disposition of the shares of Stock issued pursuant to the
Plan except as provided in the Plan or the applicable Stock Incentive Agreement
or Stock Incentive Program. Any disposition of the shares of Stock issued under
the Plan by the Participant not made in accordance with the Plan or the
applicable Stock Incentive Agreement or Stock Incentive Program shall be void.
The Company shall not recognize, or have the duty to recognize, any disposition
not made in accordance with the Plan and the applicable Stock Incentive
Agreement or Stock Incentive Program, and the shares so transferred shall
continue to be bound by the Plan and the applicable Stock Incentive Agreement or
Stock Incentive Program.

                          SECTION 5 GENERAL PROVISIONS

5.1 WITHHOLDING. The Company shall deduct from all cash distributions under the
Plan any taxes required to be withheld by federal, state or local government.
Whenever the Company proposes or is required to issue or transfer shares of
Stock under the Plan or upon the vesting of any Stock Award, the Company shall
have the right to require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for such shares or the
vesting of such Stock Award. A Participant may pay the withholding tax in cash,
or, if the applicable Stock Incentive Agreement or Stock Incentive Program
provides, a Participant may elect to have the number of shares of Stock he is to
receive reduced by, or with respect to a Stock Award, tender back to the
Company, the smallest number of whole shares of Stock which, when multiplied by
the Fair Market Value of the shares of Stock determined as of the Tax Date
(defined below), is sufficient to satisfy federal, state and local, if any,
withholding taxes arising from exercise or payment of a Stock Incentive (a
"Withholding Election"). A Participant may make a Withholding Election only if
both of the following conditions are met:

         (a) The Withholding Election must be made on or prior to the date on
which the amount of tax required to be withheld is determined (the "Tax Date")
by executing and delivering to the Company a properly completed notice of
Withholding Election as prescribed by the Committee; and



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         (b) Any Withholding Election made will be irrevocable except on six
months advance written notice delivered to the Company; however, the Committee
may in its sole discretion disapprove and give no effect to the Withholding
Election.

5.2      CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION.

         (a) The number of shares of Stock reserved for the grant of Options and
Stock Awards; the number of shares of Stock reserved for issuance upon the
exercise or payment, as applicable, of each outstanding Option, and upon vesting
or grant, as applicable, of each Stock Award; the Exercise Price of each
outstanding Option shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock resulting from a subdivision or
combination of shares or the payment of a stock dividend in shares of Stock to
holders of outstanding shares of Stock or any other increase or decrease in the
number of shares of Stock outstanding effected without receipt of consideration
by the Company.

         (b) In the event of a merger, consolidation or other reorganization of
the Company or tender offer for shares of Stock, the Committee may make such
adjustments with respect to awards and take such other action as it deems
necessary or appropriate to reflect such merger, consolidation, reorganization
or tender offer, including, without limitation, the substitution of new awards,
or the adjustment of outstanding awards, the acceleration of awards or the
removal of restrictions on outstanding awards. Any adjustment pursuant to this
Section 5.2 may provide, in the Committee's discretion, for the elimination
without payment therefor of any fractional shares that might otherwise become
subject to any Stock Incentive, but shall not otherwise diminish the then value
of the Stock Incentive.

         (c) The existence of the Plan and the Stock Incentives granted pursuant
to the Plan shall not affect in any way the right or power of the Company to
make or authorize any adjustment, reclassification, reorganization or other
change in its capital or business structure, any merger or consolidation of the
Company, any issue of debt or equity securities having preference or priorities
as to the Stock or the rights thereof, the dissolution or liquidation of the
Company, any sale or transfer of all or any part of its business or assets, or
any other corporate act or proceeding.

5.3 CASH AWARDS. The Committee may, at any time and in its discretion, grant to
any holder of a Stock Incentive the right to receive, at such times and in such
amounts as determined by the Committee in its discretion, a cash amount which is
intended to reimburse such person for all or a portion of the federal, state and
local income taxes imposed upon such person as a consequence of the receipt of
the Stock Incentive or the exercise of rights thereunder.

5.4 COMPLIANCE WITH CODE. All incentive stock options to be granted hereunder
are intended to comply with Code Section 422, and all provisions of the



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Plan and all incentive stock options granted hereunder shall be construed in
such manner as to effectuate that intent.

5.5 RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan or in any Stock Incentive
shall confer upon any Participant the right to continue as an employee or
officer of the Company or any of its affiliates or affect the right of the
Company or any of its affiliates to terminate the Participant's employment at
any time.

5.6 NON-ALIENATION OF BENEFITS. Other than as specifically provided with regard
to the death of a Participant, no benefit under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge; and any attempt to do so shall be void. No such benefit
shall, prior to receipt by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
Participant.

5.7 LISTING AND LEGAL COMPLIANCE. The Committee may suspend the exercise or
payment of any Stock Incentive so long as it determines that securities exchange
listing or registration or qualification under any securities laws is required
in connection therewith and has not been completed on terms acceptable to the
Committee.

5.8 TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors at any time
may amend or terminate the Plan without stockholder approval; provided, however,
that the Board of Directors may condition any amendment on the approval of
stockholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws. No such termination or
amendment without the consent of the holder of a Stock Incentive shall adversely
affect the rights of the Participant under such Stock Incentive.

5.9 STOCKHOLDER APPROVAL. The Plan shall be submitted to the stockholders of the
Company for their approval within twelve (12) months before or after the
adoption of the Plan by the Board of Directors of the Company. If such approval
is not obtained, any Stock Incentive granted hereunder shall be void.

5.10 CHOICE OF LAW. The laws of the State of Delaware shall govern the Plan, to
the extent not preempted by federal law.

5.11 EFFECTIVE DATE OF PLAN. The Plan shall become effective upon the date the
Plan is approved by the stockholders of the Company and shall terminate on
August 9, 2009.




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