Exhibit 10.1

                            AIR METHODS CORPORATION

                          2006 EQUITY COMPENSATION PLAN

I.   Purpose
     -------

     This  Air  Methods  Corporation  2006 Equity Compensation Plan (the "Plan")
provides  for  Equity  Compensation  Grants  (as defined below) to Employees and
Consultants  (as defined herein, including nonemployee directors) of Air Methods
Corporation (the "Company"), and such of its subsidiaries (as defined in Section
424(f)  of  the  Internal Revenue Code of 1986, as amended (the "Code")), as the
Board  of  Directors  of  the  Company  (the  "Board")  shall  from time to time
designate  ("Participating  Subsidiaries"), in order to advance the interests of
the  Company  and  its  Participating  Subsidiaries  through  the  motivation,
attraction  and  retention  of  their  Employees  and  Consultants.

II.  Certain Definitions
     -------------------

     2.1     "Stock Option".  A Stock Option is the right granted under the Plan
             --------------
to  a Participant to purchase shares of Common Stock, at such time or times, and
at such price or prices ("Option Price"), as are determined by the Committee.  A
Stock Option may be an ISO or a Non-ISO as such terms are defined in Section II.

     2.2     "Stock  Appreciation  Right".  A  Stock  Appreciation  Right is the
             ----------------------------
right  to  receive payment, in shares of Common Stock, cash, or a combination of
shares  of  Common Stock and cash, of the Redemption Value of a specified number
of shares of Common Stock then purchasable under a Stock Option.

     2.3     "Restricted Stock Grant".  A Restricted Stock Grant is the right to
             ------------------------
acquire  shares  of  Common Stock for such consideration, if any, and subject to
such restrictions on transfer and other terms and conditions as are provided for
in  Section  VIII  and  as  established  by  the  Committee.

     2.4     "Supplemental Bonus".  A Supplemental Bonus is the right to receive
             --------------------
payment,  in  shares of Common Stock, cash, or a combination of shares of Common
Stock and cash, of an amount determined under Section 7.6.

     2.5     "Equity  Compensation  Grant".  An  Equity  Compensation Grant is a
             -----------------------------
Stock  Option,  Stock Appreciation Right, Restricted Stock Grant on Supplemental
Bonus.

     2.6     "Redemption Value".  The Redemption Value of shares of Common Stock
             ------------------
purchasable  under a Stock Option shall be the amount, if any, by which the Fair
Market  Value of one share of Common Stock on the date on which the Stock Option
is exercised exceeds the Option Price for such share.

     2.7     "Common  Stock".  A  share  of  Common  Stock  means  a  share  of
             ---------------
authorized but unissued or reacquired Common Stock of the Company.

     2.8     "Fair  Market Value".  For the purpose of the Plan, the Fair Market
             --------------------
Value  of  a  share  of  Common Stock on any date shall be the officially-quoted
closing  price for the date in question of the shares on the NASDAQ Stock Market
or  such  other stock exchange or securities trading market which is the primary
trading market for such shares, or if no closing price is reported on such date,
the  average  of the representative closing bid and asked prices on such date as
reported by an accepted reporting service.  In the event the Common Stock is not
traded  publicly,  the  Fair  Market  Value  of  a  share  of  Common  Stock


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on  any  date  shall  be  determined, in good faith, by the Committee after such
consultation  with  outside experts as the Committee may deem advisable, and the
Committee  shall  maintain  a  written  record of its method of determining such
value.

     2.9     "Employee".  An  Employee  is  an  employee  of  the Company or any
             ----------
Participating  Subsidiary.

     2.10     "Consultant".  A  Consultant  is  a  bona  fide  consultant,  or a
              ------------
nonemployee director, of the Company or any Participating Subsidiary.

     2.11     "Participant".  A Participant is an Employee or Consultant to whom
              -------------
an  Equity  Compensation  Grant  is  granted.

     2.12     "Disinterested  Person".  A  Disinterested Person is a director of
              -----------------------
the Company who is not, during the one year prior to service as an administrator
of  the  Plan,  granted or awarded equity securities pursuant to the Plan or any
other plan of the Company or any of its affiliates except as may be permitted by
Rule 16b-3(d) under the Securities Exchange Act of 1934 or any successor to such
rule.

     2.13     "Supplemental  Bonus".  A  Supplemental  Bonus  is  the  right  to
              ---------------------
receive  payment, in shares of Common Stock, cash, or a combination of shares of
Common Stock and cash, of an amount determined under Section 7.6.

III. Incentive Stock Options and Non-Incentive Stock Options
     -------------------------------------------------------

     The Stock Options granted under the Plan may be either:

          (a)     Incentive  Stock  Options  ("ISOs")  which  are intended to be
     "Incentive  Stock  Options"  as  that term is defined in Section 422 of the
     Code;  or

          (b)     Non-Incentive Stock Options ("Non-ISOs") which are intended to
     be  options  that do not qualify as "Incentive Stock Options" under Section
     422  of  the  Code.

All  Stock  Options granted to Participants other than Consultants shall be ISOs
unless  the  Option  Agreement  clearly  designates  the  Stock  Options granted
thereunder,  or  a specified portion thereof, as Non-ISOs.  Subject to the other
provisions  of  the  Plan,  a  non-Consultant  Participant  may receive ISOs and
Non-ISOs  at  the  same  time,  provided  that the ISOs and Non-ISOs are clearly
designated as such.  All Stock Options granted to Consultants shall be Non-ISOs.

     Except  as  otherwise  expressly provided herein, all of the provisions and
requirements  of  the  Plan  relating  to  Stock Options shall apply to ISOs and
Non-ISOs.

IV.  Administration
     --------------

     4.1     Committee.  The  Plan  shall  be  administered  by a committee (the
             ---------
"Committee")  composed  of  two or more directors, all of whom are Disinterested
Persons.  The  Committee  shall  have  full  authority  to  administer the Plan,
including  authority  to interpret and construe any provision of the Plan and to
adopt  such  rules for administering the Plan as it may deem necessary to comply
with  the  requirements  of  the  Code,  to  assure  that Stock Options that are
intended  to  be  ISOs  will  be classified as incentive stock options under the
Code,  or  to  conform  to any regulation or any change in any law or regulation
applicable  thereto.  The  Committee  may  delegate  any of its responsibilities
under  the  Plan,  other  than its responsibilities to grant Equity Compensation
Grants,  to  determine  whether  the  Stock  Appreciation


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Rights  or  Supplemental Bonuses, if any, payable to a Participant shall be paid
in cash, in shares of Common Stock or a combination thereof, or to interpret and
construe  the Plan.  If the Board is composed entirely of Disinterested Persons,
the Board may reserve to itself any of the authority granted to the Committee as
set  forth  herein,  and  it  may perform and discharge all of the functions and
responsibilities  of the Committee at any time that a duly constituted Committee
is  not  appointed  and  serving.  All references in the Plan to the "Committee"
shall  be  deemed  to  refer  to the Board whenever the Board is discharging the
powers  and  responsibilities  of  the  Committee.

     4.2     Actions  of  Committee.  All  actions taken and all interpretations
             ----------------------
and determinations made by the Committee in good faith (including determinations
of  Fair  Market  Value)  shall  be final and binding upon all Participants, the
Company  and  all other interested persons.  No member of the Committee shall be
personally  liable  for any action, determination or interpretation made in good
faith  with  respect  to  the  Plan,  and all members of the Committee shall, in
addition  to  their  rights as directors, be fully protected by the Company with
respect  to  any  such  action,  determination  or  interpretation.

V.   Eligibility and Participation
     -----------------------------

     Equity  Compensation  Grants may be made to Employees or Consultants of the
Company  or any Participating Subsidiary, including directors of the Company who
are  also  Employees.  The  Committee  shall  from  time  to  time determine the
Employees  or  Consultants  to whom Equity Compensation Grants shall be granted,
the  number  of  shares of Common Stock subject to each such Equity Compensation
Grant  and  the terms and provisions of each such Equity Compensation Grant, all
as  provided  in  this  Plan.

VI.  Shares of Common Stock Subject to the Plan
     ------------------------------------------

     6.1     Maximum  Number.  The  maximum aggregate number of shares of Common
             ---------------
Stock  that  may  be issued pursuant to Equity Compensation Grants granted under
the  Plan  shall be 600,000.  If any shares of Common Stock subject to an Equity
Compensation  Grant  are  forfeited or expire under the terms of the Grant, such
shares may again be made subject to Equity Compensation Grants.

     6.2     Capital  Changes.  In  the  event  any  changes  are  made  to  the
             ----------------
Company's  Common  Stock  (whether  by  reason  of  merger,  consolidation,
reorganization,  recapitalization, stock dividend in excess of ten percent (10%)
at  any  single  time,  stock  split, combination of shares, exchange of shares,
change  in  corporate  structure or otherwise), appropriate adjustments shall be
made  in:  (i)  the number of shares of Common Stock theretofore made subject to
Equity  Compensation  Grants, and in the purchase price of said shares; and (ii)
the  aggregate number of shares which may be made subject to Equity Compensation
Grants.  If any of the foregoing adjustments shall result in a fractional share,
the  fraction  shall be disregarded, and the Company shall have no obligation to
make  any  cash  or  other  payment  with  respect  to  such a fractional share.

VII. Stock Options
     -------------

     7.1     Grant of Stock Options.  The Committee may from time to time, grant
             ----------------------
Stock  Options  to  a  Participant  and establish the number of shares of Common
Stock subject to each such Stock Option, the Option Price of each option and all
other  terms  and conditions of exercise of the Stock Option, all as provided in
the  Plan.  The  Option  Price of any ISO shall be not less than the Fair Market
Value  of  a  share  of  Common  Stock  on the date on which the Stock Option is
granted  and  the aggregate Fair Market Value (determined as of the time the ISO
is  granted) of the Common Stock as to which all ISOs granted to an Employee may
first  become exercisable in a particular calendar year may not exceed $100,000.
The Option Price of a Non-ISO may be less than the Fair Market Value on the date
the  Non-ISO is granted if the Committee so determines.  If an ISO is granted to
an  Employee  who  then  owns  stock  possessing  more


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than  10%  of  the  total  combined  voting power of all classes of stock of the
Company or any parent or subsidiary corporation of the Company, the Option Price
of  such ISO shall be at least 110% of the Fair Market Value of the Common Stock
subject  to  the  ISO at the time such ISO is granted, and such ISO shall not be
exercisable  after  5  years after the date on which it was granted.  Each Stock
Option shall be evidenced by a written agreement ("Option Agreement") containing
such  terms  and  provisions  as  the  Committee  may  determine, subject to the
provisions  of  the  Plan.

     7.2     Time of Exercise.  Subject to the provisions of the Plan, including
             ----------------
without  limitation  Section  7.4,  the  Committee,  in  its  discretion,  shall
determine  the  time  when a Stock Option, or a portion of a Stock Option, shall
become  exercisable,  and  the time when a Stock Option, or a portion of a Stock
Option, shall expire, which shall be, to the extent not exercised, no later than
the  tenth  anniversary of the date on which it was granted.  Such time or times
shall be set forth in the Option Agreement evidencing such Stock Option.

     7.3     Exchange  of  Outstanding  Stock.  The  Committee,  in  its  sole
             --------------------------------
discretion,  may  permit a Participant to surrender to the Company shares of the
Common  Stock previously acquired by the Participant as part or full payment for
the  exercise  of  a  Stock  Option.  Such surrendered shares shall be valued at
their  Fair  Market  Value  on  the  date  of  exercise.

     7.4     Termination  of  Employment  Before  Exercise.  With  respect  to
             ---------------------------------------------
Participants  who  are Employees, if a Participant's employment with the Company
or  a  Participating  Subsidiary  shall  terminate for any reason other than the
Participant's  death  or  disability,  any  Stock  Option  then  held  by  the
Participant,  to  the  extent  then  exercisable  under  the  applicable  Option
Agreement(s) and unless otherwise determined by the Committee and set forth in a
Participant's applicable Option Agreement(s), shall remain exercisable after the
termination  of his employment for a period of three months (but, in the case of
an  ISO,  in  no  event beyond ten years from the date of grant of the ISO).  If
such  Participant's  employment is terminated because the Participant dies or is
disabled  within  the  meaning of Section 22(e)(3) of the Code, any Stock Option
then  held  by  the  Participant,  to  the  extent  then  exercisable  under the
applicable  Option Agreement(s) and unless otherwise determined by the Committee
and  set  forth  in  a Participant's applicable Option Agreement(s) shall remain
exercisable  by  the Participant or his Personal Representative or successor, in
the  case  of  death,  after  the  termination of his employment for a period of
twelve months (but, in the case of an ISO, in no event beyond ten years from the
date  of  grant  of  the  ISO).  The  termination of a Stock Option granted to a
Consultant  shall  be  as  determined  by  the  Committee,  and set forth in the
Consultant's  applicable  Option  Agreement(s).  If  the  Stock  Option  is  not
exercised  during  the  applicable  period,  it  shall  be  deemed  to have been
forfeited  and  of  no  further  force  or  effect.

     7.5     Disposition of Forfeited Stock Options.  Any shares of Common Stock
             --------------------------------------
subject to Stock Options forfeited by a Participant may be made subject to Stock
Options  granted  to  other  Participants.

     7.6     Grant  of  Supplemental Bonuses.  The Committee, either at the time
             -------------------------------
of  grant  or at any time prior to exercise of any Non-ISO or Stock Appreciation
Right,  may  provide  for a Supplemental Bonus from the Company or Participating
Subsidiary  in connection with a specified number of shares of Common Stock then
purchasable,  or  which  may  become  purchasable,  under  a  Stock Option, or a
specified  number  of  Stock  Appreciation  Rights  which  may  be  or  become
exercisable.  Such  Supplemental Bonus shall be payable upon the exercise of the
Non-ISO or Stock Appreciation Right with regard to which such Supplemental Bonus
was  granted.  A  Supplemental  Bonus  shall  not exceed the amount necessary to
reimburse  the Participant for the income tax liability incurred by him upon the
exercise  of  the Non-ISO or upon the exercise of such Stock Appreciation Right,
calculated using the maximum combined Federal and Colorado income tax rates then
in  effect  and  taking  into  account  the  tax  liability  arising  from  the
Participant's  receipt  of  the  Supplemental  Bonus.  The Committee may, in its
discretion,  elect  to  pay  any


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part  or  all  of  the  Supplemental  Bonus in:  (i) cash; (ii) shares of Common
Stock;  or  (iii)  any  combination  of  cash  and  shares of Common Stock.  The
provisions of Section 9.3 shall apply to the giving of notice, the determination
of the number of shares to be delivered, and the time for delivering shares.  In
applying  Section  9.3,  the Supplemental Bonus shall be treated as if it were a
Stock  Appreciation  Right  that  the  Participant  exercised  on  the  day  the
Supplemental  Bonus  became  payable.

VIII. Restricted Stock Grants
      -----------------------

     8.1     Grants  of Restricted Stock.  The Committee may, from time to time,
             ---------------------------
grant rights to acquire shares of Common Stock ("Restricted Shares" or "Shares")
to  any  Participant.  The Committee shall establish all terms and conditions of
the  grant,  including the number of Restricted Shares subject to the grant, the
purchase  price,  if  any  to  be  paid  by  the  Grantee  for  such  shares and
restrictions  applicable  to  the Restricted Shares.  The restrictions placed on
the  Restricted  Shares may include restrictions on transfer of all or a portion
of  the  Restricted  Shares,  provisions  for  the  forfeiture of such Shares in
specified  circumstances,  a  right  of the Company to repurchase the Restricted
Shares  and  the conditions (including price) of such repurchase, and a right of
first  refusal  in  the  Company to purchase the Shares before the Shares may be
transferred to a third party.  Each Restricted Stock Grant shall be evidenced by
an  agreement  ("Restricted  Stock  Agreement")  between  the  Company  and  the
Participant setting forth the terms of the Restricted Stock Grant.

     8.2     Rights  of  Grantee.  Shares  of  Common Stock that are issued as a
             -------------------
Restricted  Stock  Grant  shall  be issued in the name of the Grantee as soon as
reasonably  practicable  after  the grant upon acceptance of the restrictions by
the  Grantee  in  a  Restricted  Stock Agreement.  At the sole discretion of the
Committee,  certificates  for  the  Restricted  Stock  will be deposited with an
escrow agent (which may be the Company) designated by the Committee.  Unless the
Committee  determines  otherwise,  and  as  set  forth  in  the Restricted Stock
Agreement,  upon  delivery  of  the  Restricted  Stock  to the escrow agent, the
Participant will have the rights of a stockholder with respect to the Restricted
Shares, including the right to vote the Shares and to receive dividends or other
distributions  as  described  in  Section  8.8.

     8.3     Non-Transferability.  Until  all  restrictions  upon  the shares of
             -------------------
Restricted Stock awarded to a Participant have lapsed in the manner set forth in
Section  8.4, the Shares shall not be sold, transferred or otherwise disposed of
by  the  Participant,  nor  pledged  or  otherwise  hypothecated,  nor  will the
certificates representing the Restricted Shares be delivered to the Participant.

     8.4     Lapse  of  Restrictions.  Restrictions  upon  shares  of Restricted
             -----------------------
Stock  awarded  hereunder will lapse at such time or times and on such terms and
conditions  as  the  Committee  may  determine.  The  Restricted Stock Agreement
evidencing  the  Restricted  Stock  Grant  will  set  forth  any  such terms and
conditions.

     8.5     Forfeiture  of  Restricted  Stock.  All  shares of Restricted Stock
             ---------------------------------
will  be forfeited and returned to the Company and all rights of the Participant
with  respect  to  such  Restricted  Share will terminate unless the Participant
continues  in  the  service  of the Company until the expiration of a forfeiture
period  set  forth  in  the Restricted Stock Agreement and satisfies any and all
other  conditions  set  forth  in  said  Agreement.  The  Committee, in its sole
discretion,  may determine the forfeiture period (which may, but need not, lapse
in  installments)  in any other terms or conditions applicable to any Restricted
Stock  Grant.

     8.6     Waiver  of  Forfeiture.  Notwithstanding  anything  in this Section
             ----------------------
VIII  to  the  contrary,  the  Committee  may, in its sole discretion, waive the
forfeiture  period  and  other  conditions  set  forth  in  any Restricted Stock
Agreement  under  appropriate  circumstances, including, without limitation, the
death,  disability  or  retirement  of  the  Participant or a material change in
circumstances  arising  after  the  date  of


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Grant,  and subject to such terms and conditions (including, without limitation,
forfeiture  of a proportionate number of the Restricted Shares) as the Committee
deems  appropriate.

     8.7     Modification  or  Substitution.  Subject  to the terms of the Plan,
             ------------------------------
the  Committee  may  modify outstanding awards of Restricted Stock or accept the
surrender  of  outstanding  Shares  of  Restricted Stock (to the extent that the
restrictions  on such Shares have not yet lapsed) and award new Restricted Stock
Grants in substitution for them.  Notwithstanding the foregoing, no modification
of  an  award will adversely alter or impair any rights or obligations under the
Restricted  Stock  Agreement  without  the  Participant's  consent.

     8.8     Treatment of Dividends.  At the time a grant of Restricted Stock is
             ----------------------
awarded,  the  Committee may, in its sole discretion, determine that the payment
to  the  Participant  of  dividends, or a specified portion thereof, declared or
paid  on such Common Stock by the Company will be (i) deferred until the lapsing
of  the restrictions imposed upon such Common Stock and (ii) held by the Company
for the account of Participant until such time.  In the event that dividends are
to  be  deferred,  the Committee will determine whether such dividends are to be
reinvested  in  additional  Shares  of  Common  Stock  (which  will  be  held as
additional  Shares  of Restricted Stock) or held in cash.  If deferred dividends
are  to  be  held  in  cash, there may be credited at the end of each year (or a
portion  thereof)  interest on the amount of the account at the beginning of the
year  at  a  rate  per  annum  as  the  Committee,  in  its sole discretion, may
determine.  Payment of deferred dividends in respect of the Shares of Restricted
Stock  (whether  held  in cash or as additional Restricted Shares) together with
interest  accrued thereon, if any, will be made upon the lapsing of restrictions
imposed  on the Shares in respect of which the deferred dividends were paid, and
any  dividends  deferred,  together  with  any  interest accrued thereon, in any
respect  of any Restricted Shares, will be forfeited upon the forfeiture of such
Shares  of  Restricted  Stock.

     8.9     Delivery  of  Common  Stock.  Upon the lapse of the restrictions on
             ---------------------------
Shares  of  Restricted Stock, the Committee will cause a stock certificate to be
delivered  to  the  Participant  with  respect  to  such  Shares,  free  of  all
restrictions  hereunder.

IX.  Stock Appreciation Rights
     -------------------------

     9.1     Grant  of  Stock Appreciation Rights.  The Committee may, from time
             ------------------------------------
to  time,  grant  Stock Appreciation Rights to a Participant with respect to not
more  than  the  number  of  shares  of  Common  Stock which are, or may become,
purchasable  under any Stock Option held by the Participant.  The Committee may,
in  its  sole  discretion,  specify  the  terms  and  conditions of such rights,
including  without  limitation  the  date  or dates upon which such rights shall
expire  and  become  void and unexercisable; provided, however, that in no event
shall  such  rights expire and become void and unexercisable later than the time
when  the  related  Stock  Option  is  exercised,  expires  or terminates.  Each
Participant  to  whom  Stock  Appreciation  Rights  are  granted shall  be given
written notice advising him of the grant of such rights and specifying the terms
and  conditions  of  the rights, which shall be subject to all the provisions of
this  Plan.

     9.2     Exercise of Stock Appreciation Rights.  Subject to Section 9.3, and
             -------------------------------------
in lieu of purchasing shares of Common Stock upon the exercise of a Stock Option
held  by him, a Participant may elect to exercise the Stock Appreciation Rights,
if  any, he has been granted and receive payment of the Redemption Value of all,
or  any  portion,  of the number of shares of Common Stock subject to such Stock
Option  with  respect  to  which  he has been granted Stock Appreciation Rights;
provided, however, that the Stock Appreciation Rights may be exercised only when
the  Fair  Market Value of the Common Stock subject to such Stock Option exceeds
the  exercise price of the Stock Option.  A Participant shall exercise his Stock
Appreciation  Rights  by delivering a written notice to the Committee specifying
the  number  of  shares  with  respect  to which he exercises Stock Appreciation
Rights  and  agreeing to surrender the right to purchase an equivalent number of
shares  of  Common  Stock  subject  to  his  Stock  Option.  If  a  Participant


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exercises  Stock  Appreciation  Rights, payment of his Stock Appreciation Rights
shall be made in accordance with Section 9.3 on or before the 90th day after the
date  of  exercise  of  the  Stock  Appreciation  Rights.

     9.3     Form  of  Payment.  If  a  Participant  elects  to  exercise  Stock
             -----------------
Appreciation  Rights  as  provided  in  Section  9.2,  the Committee may, in its
absolute discretion, elect to pay any part or all of the Redemption Value of the
shares  with  respect  to which the Participant has exercised Stock Appreciation
Rights  in:  (i)  cash; (ii) shares of Common Stock; or (iii) any combination of
cash  and  shares  of  Common  Stock.  The Committee's election pursuant to this
Section  9.3  shall  be  made by giving written notice to the Participant within
said  90-day  period, which notice shall specify the portion which the Committee
elects  to pay in cash, shares of Common Stock or a combination thereof.  In the
event  any portion is to be paid in shares of Common Stock, the number of shares
to  be  delivered shall be determined by dividing the amount which the Committee
elects to pay in shares of Common Stock by the Fair Market Value of one share of
Common  Stock  on  the  date  of exercise of the Stock Appreciation Rights.  Any
fractional share resulting from any such calculation shall be disregarded.  Said
shares,  together  with  any cash payable to the Participant, shall be delivered
within  said  90-day  period.

X.   No Contract of Employment
     -------------------------

     Nothing  in  this  Plan  shall  confer  upon  the  Participant the right to
maintain  its  relationship  with  the  Company or any Participating Subsidiary,
whether  as  an Employee, Consultant or otherwise, nor shall it interfere in any
way  with  any  right  of  the Company, or any such Participating Subsidiary, to
terminate  its  relationship  with  the  Participant  at any time for any reason
whatsoever,  with  or  without  cause.

XI.  No Rights as a Stockholder
     --------------------------

     A  Participant  shall  have  no rights as a stockholder with respect to any
shares of Common Stock subject to a Stock Option.  Except as provided in Section
6.2,  no adjustment shall be made in the number of shares of Common Stock issued
to  a  Participant, or in any other rights of the Participant upon exercise of a
Stock  Option  by reason of any dividend, distribution or other right granted to
stockholders  for  which the record date is prior to the date of exercise of the
Participant's  Stock  Option.

XII. Assignability
     -------------

     No Equity Compensation Grants granted under this Plan, nor any other rights
acquired  by  a Participant under this Plan, shall be assignable or transferable
by a Participant, other than by will or the laws of descent and distribution or,
in  the  case  of a Non-ISO, pursuant to a qualified domestic relations order as
defined  by  the  Code,  Title  I of the Employee Retirement Income Security Act
("ERISA"), or the rules thereunder.  Notwithstanding the preceding sentence, the
Committee  may,  in  its  sole discretion, permit an assignment or transfer of a
Non-ISO  by  a  Participant and the exercise thereof by a person other than such
Participant,  on  such  terms  and  conditions  as  the  Committee  in  its sole
discretion  may  determine.  In  the  event  of his death, the Stock Option, any
Stock  Appreciation  Right  or  Supplemental  Bonus  right,  the  rights under a
Restricted  Stock  Grant  may be exercised by the Personal Representative of the
Participant's  estate  or,  if no Personal Representative has been appointed, by
the  successor or successors in interest determined under the Participant's will
or  under  the  applicable  laws  of  descent  and  distribution.

XIII. Merger or Liquidation of the Company
      ------------------------------------

     If  the  Company  or its stockholders enter into an agreement to dispose of
all,  or  substantially  all,  of the assets or outstanding capital stock of the
Company  by  means  of  a  sale  or  liquidation,  or  a  merger  or


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reorganization in which the Company is not the surviving corporation, all rights
under Equity Compensation Grants outstanding under the Plan as of the day before
the  consummation  of  such  sale, liquidation, merger or reorganization, to the
extent  not exercised, shall for all purposes under this Plan become exercisable
in  full  as of such date even though the dates of exercise established pursuant
to  an  applicable Stock Option Agreement or Restricted Stock Agreement have not
yet  occurred.

XIV. Amendment
     ---------

     The  Board  may  from time to time alter, amend, suspend or discontinue the
Plan,  including,  where applicable, any modifications or amendments as it shall
deem  advisable in order that ISOs will be classified as incentive stock options
under the Code, or in order to conform to any regulation or to any change in any
law  or  regulation  applicable  thereto; provided, however, that no such action
shall  adversely affect the rights and obligations with respect to Stock Options
at any time outstanding under the Plan; and provided further that no such action
shall, without the approval of the stockholders of the Company, (i) increase the
maximum  number  of  shares  of  Common  Stock that may be made subject to Stock
Options  (unless  necessary  to effect the adjustments required by Section 6.2),
(ii) materially increase the benefits accruing to Participants under the Plan or
(iii)  materially modify the requirements as to eligibility for participation in
the  Plan.

XV.  Registration of Optioned Shares
     -------------------------------

     The  Stock  Options  shall  not  be exercisable unless the purchase of such
optioned  shares  is  pursuant to an applicable effective registration statement
under  the  Securities  Act  of  1933,  as  amended, or unless in the opinion of
counsel  to  the Company, the proposed purchase of such optioned shares would be
exempt  from  the  registration  requirements  of the Securities Act of 1933, as
amended,  and  from  the qualification requirements of any state securities law.

XVI. Withholding Taxes
     -----------------

     The  Company,  or  Participating  Subsidiary, may take such steps as it may
deem  necessary  or  appropriate  for  the  withholding  of  any taxes which the
Company,  or  the Participating Subsidiary, is required by any law or regulation
or  any  governmental  authority,  whether  federal, state or local, domestic or
foreign, to withhold in connection with any Equity Compensation Grant including,
but  not limited to, the withholding of all or any portion of any payment or the
withholding of issuance of shares of Common Stock to be issued upon the exercise
of  rights under any Equity Compensation Grant, until the Participant reimburses
the  Company,  or  Participating  Subsidiary,  for  the  amount  the  Company or
Participating  Subsidiary is required to withhold with respect to such taxes, or
canceling  any  portion  of  such payment or issuance in an amount sufficient to
reimburse  itself for the amount it is required to so withhold.  Notwithstanding
any  other  provision  of  this  Plan, whenever any such withholding of taxes is
required  in  connection  with  any  such Equity Compensation Grant, issued to a
Participant who is subject to Section 16 of the Securities Exchange Act of 1934,
shares of Common Stock shall be withheld as the method of reimbursement for such
tax withholding in lieu of any other form of withholding under the Plan.

XVII. Non-Exclusivity of the Plan
      ---------------------------

     Neither  the  adoption  of  the Plan by the Board nor the submission of the
Plan  to stockholders of the Company for approval shall be construed as creating
any  limitations  on  the power or authority of the Board to adopt such other or
additional  incentive  or  other compensation arrangements of whatever nature as
the  Board may deem necessary or desirable or preclude or limit the continuation
of  any  other  plan, practice or arrangement for the payment of compensation or
fringe  benefits  to  employees,  consultants and directors generally, or to any
class  or  group  of  employees,  consultants or directors, which the Company or


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<PAGE>
any  Participating  Subsidiary  now  has  lawfully  put  into effect, including,
without  limitation,  any  retirement, pension, savings and stock purchase plan,
insurance,  death  and  disability  benefits, and executive short term incentive
plans.

XVIII. Effective Date; Prior Plan Not Superseded
       -----------------------------------------

     18.1     Effective  Date  of  Plan.  This 2006 Equity Compensation Plan was
              -------------------------
adopted  by  the  Board of Directors effective as of May 3, 2006 (the "Effective
Date")  and  will be submitted for approval by the Company's stockholders at the
Company's  annual  meeting  of  stockholders  on  August  2,  2006.

     18.2     1995 Plan Not Superseded.  This 2006 Equity Compensation Plan does
              ------------------------
not  supersede or otherwise affect the 1995 Stock Option Plan adopted August 15,
1995,  and  approved by the Company's stockholders on May 23, 1996.  All options
granted  under  the  1995 Plan remain valid and shall continue to be governed by
the  provisions  of  the  1995  Plan.

     18.3     Term of Plan.  No Equity Compensation Grant shall be granted under
              ------------
this  2006  Equity  Compensation  Plan  subsequent  to  ten (10) years after the
Effective Date.  Stock options outstanding subsequent to the ten years after the
Effective Date shall continue to be governed by the provisions of the Plan.


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