Exhibit 10.44
                                    Exhibit A

                                   NuVim, Inc.

                             2006 STOCK OPTION PLAN

SECTION 1  PURPOSE

     The purpose of this Plan is to promote the  interests of NuVim,  Inc.  (the
"Company")  by granting  Options to  purchase  Stock to Key  Employees,  Outside
Directors, Independent Advisors, and Key Consultants in order to (a) attract and
retain  Key  Employees,   Outside  Directors,   Independent  Advisors,  and  Key
Consultants;  (b) provide an  additional  incentive to each Key Employee and Key
Consultant to work to increase the value of the Stock;  and (c) provide each Key
Employee, Outside Director, Independent Advisor, and Key Consultant with a stake
in the future of the Company  which  corresponds  to the stake of the  Company's
stockholders.

SECTION 2  DEFINITIONS

     Each term set  forth in this  section 2 shall  have the  meaning  set forth
opposite  such term for purposes of this Plan and for any Option  granted  under
this Plan.  For purposes of such  definitions,  the singular  shall  include the
plural and the plural shall include the  singular.  Unless  otherwise  expressly
indicated,  all SECTION  references herein shall be construed to mean references
to a particular SECTION of this Plan.

     2.1  Board means the Board of Directors of the Company.

     2.2  Change of Control means any of the following:

          (i) the acquisition,  other than from the Company,  by any individual,
     entity or group  (within  the  meaning of section  13(d) or 14(d)(2) of the
     Securities  Exchange  Act of 1934,  as  amended  from  time to  time)  (the
     "Exchange Act"), of beneficial  ownership (within the meaning of Rule 13d-3
     promulgated  under the Exchange  Act) of 15% or more of either (A) the then
     outstanding shares of Stock (the "Outstanding Company Common Stock") or (B)
     the combined voting power of the then outstanding  voting securities of the
     Company  entitled  to vote  generally  in the  election of  directors  (the
     "Company Voting Securities");  provided,  however,  that any acquisition by
     (x) the

                                       A-1
<PAGE>

     Company  or any of its  subsidiaries,  or any  employee  benefit  plan  (or
     related  trust)  sponsored  or  maintained  by  the  Company  or any of its
     subsidiaries or (y) any corporation  with respect to which,  following such
     acquisition, more than 50% of, respectively, the then outstanding shares of
     common stock of such  corporation and the combined voting power of the then
     outstanding  voting  securities  of  such  corporation   entitled  to  vote
     generally in the election of directors is then beneficially owned, directly
     or indirectly,  by all or substantially all of the individuals and entities
     who were the beneficial owners,  respectively,  of the Outstanding  Company
     Common  Stock  and  Company  Voting  Securities  immediately  prior to such
     acquisition  in   substantially   the  same  portion  as  their  ownership,
     immediately  prior to such  acquisition of the  Outstanding  Company Common
     Stock  and  Company  Voting  Securities,  as the  case  may be,  shall  not
     constitute a change in control of the Company; or

          (ii) individuals who, as of January 31, 2006,  constitute the Board of
     Directors of the Company (the  "Incumbent  Board")  cease for any reason to
     constitute at least a majority of the Board,  provided that any  individual
     becoming a director  subsequent  to January  31,  2006,  whose  election or
     nomination  for election by the  Company's  shareholders  was approved by a
     vote of at least a majority of the directors then  comprising the incumbent
     Board shall be  considered as though such  individual  was elected prior to
     January 31, 2006, even if his initial assumption of office is in connection
     with an actual or threatened  election  contest relating to the election of
     the  Directors  of the  Company  (as such terms are used in Rule  14a-11 of
     Regulation 14A promulgated under the Exchange Act); or

          (iii) approval by the shareholders of the Company of a reorganization,
     merger or  consolidation  (a "Business  Combination"),  in each case,  with
     respect to which all or  substantially  all of the individuals and entities
     who were the respective beneficial owners of the Outstanding Company Common
     Stock and Company  Voting  Securities  immediately  prior to such  Business
     Combination do not, following such Business Combination,  beneficially own,
     directly  or  indirectly,   more  than  50%  of,  respectively,   the  then
     outstanding  shares of common  stock and the  combined  voting power of the
     then  outstanding  voting  securities  entitled  to vote  generally  in the
     election of  directors,  as the case may be, of the  corporation  resulting
     from such Business  Combination  in  substantially  the same  proportion as
     their  ownership  immediately  prior to such  Business  Combination  or the
     Outstanding Company Common Stock and Company Voting Securities, as the case
     may be; or

                                      A-2
<PAGE>

          (iv) (A) a complete liquidation or dissolution of the Company or a (B)
     sale or other  disposition of all or substantially all of the assets of the
     Company other than to a corporation  with respect to which,  following such
     sale or disposition,  more than 50% of, respectively,  the then outstanding
     shares  of  common  stock  and  the  combined  voting  power  of  the  then
     outstanding voting securities entitled to vote generally in the election of
     directors is then owned  beneficially,  directly or  indirectly,  by all or
     substantially  all of the  individuals and entities who were the beneficial
     owners,  respectively,  of the Outstanding Company Common Stock and Company
     Voting  Securities  immediately  prior  to  such  sale  or  disposition  in
     substantially  the same  proportion as their  ownership of the  Outstanding
     Company  Common Stock and Company  Voting  Securities,  as the case may be,
     immediately prior to such sale or disposition.

     2.3  Code means the Internal Revenue Code of 1986, as amended.

     2.4  Committee means the committee of Non-Employee Directors appointed by
the Board to administer this Plan as contemplated by section 5.

     2.5  Company means NuVim, Inc., a Delaware  corporation,  and any successor
to this corporation.

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

     2.7  Fair Market Value in respect of the Stock on any day means (a) if the
principal market for the Stock is a national  securities  exchange,  the average
between  the high and low sales  prices of the Stock on such day as  reported by
such  exchange  or  on a  consolidated  tape  reflecting  transactions  on  such
exchange; (b) if the principal market for the Stock is not a national securities
exchange and the Stock is quoted on The NASDAQ Stock Market ("NASDAQ"),  and (i)
if actual sales price  information is available with respect to the Stock,  then
the average  between  the high and low sales  prices of the Stock on such day on
NASDAQ,  or (ii) if such information is not available,  then the average between
the highest bid and lowest asked prices for the Stock on such day on NASDAQ;  or
(c) if the principal market for the Stock is not a national  securities exchange
and the Stock is not quoted on NASDAQ,  then the average between the highest bid
and  lowest  asked  prices for the Stock on such day as  reported  by The Nasdaq
Bulletin Board, or a comparable  service;  provided that if clauses (a), (b) and
(c) of this Paragraph are all inapplicable, or if no trades have been made or no
quotes are available for such day, then the fair market value of the Stock shall
be  determined  by  the  Committee  by any  method  consistent  with  applicable
regulations adopted by the Treasury  Department  relating to stock options.  The
determination  of the  Committee  shall be conclusive  in  determining  the fair
market value of the stock.

                                      A-3
<PAGE>

     2.8  For cause,  when used in connection  with  termination  of a grantee's
employment,  shall have the meaning set forth in any  then-effective  employment
agreement  between the grantee and the Company or Subsidiary.  In the absence of
such an employment  agreement,  "for cause" means: (a) charge or conviction of a
felony  or  any  other  crime  (whether  or  not  involving  the  Company  or  a
Subsidiary);  (b) engaging in any  substantiated  act involving moral turpitude;
(c) the continual or frequent  possession by grantee of an illegal  substance or
abuse by the grantee of a controlled substance or alcohol resulting in a pattern
of  behavior  disruptive  to  the  business  operations  of  the  Company  or  a
Subsidiary;  (d)  engaging  in any act  which,  in each  case,  subjects,  or if
generally known would subject, the Company or a Subsidiary to public ridicule or
embarrassment;  (e) any  action  by the  grantee  which  constitutes  dishonesty
relating to the Company or a Subsidiary,  a willful violation of law (other than
traffic  and  similar  minor  offenses)  or a fraud  against  the  Company  or a
Subsidiary;  (f) material  violation of the Company's or a Subsidiary's  written
policies,  including, without limitation, those relating to sexual harassment or
the disclosure or misuse of confidential  information;  (g)  misappropriation of
the  Company's  or a  Subsidiary's  funds or assets by the grantee for  personal
gain; or (h) serious  neglect or misconduct in the  performance of the grantee's
duties for the Company or a Subsidiary or willful or repeated failure or refusal
to  perform  such  duties;  in each  case  determined  by the  Committee,  which
determination shall be final, binding and conclusive.

     2.9  Independent  Advisor shall mean any person  appointed to the Company's
Advisory Committee by the Board.

     2.10 Insider  shall mean an  employee  who is, at the time of an award made
under this Plan, an insider pursuant to ss. 16 of the Exchange Act.

     2.11 ISO means any option  granted under this Plan to purchase  Stock which
satisfies the  requirements  of section 422 of the Code.  Any Option that is not
specifically  designated as an ISO shall under no circumstances be considered an
ISO.

                                      A-4
<PAGE>

     2.12 Key Consultant  means any consultant or independent  contractor of the
Company  or a  Subsidiary  (other  than a  Non-Employee  Director)  or any  such
consultant or contractor who is a Non-Employee Director and who serves as such a
consultant or contractor  pursuant to a written agreement with the Company which
has been  approved  by the Board,  in either  case who,  in the  judgment of the
Committee,  acting in its  absolute  discretion,  is a key to the success of the
Company or a Subsidiary.

     2.13 Key Employee  means any employee of the Company or a Subsidiary,  who,
in the judgment of the Committee acting in its absolute discretion,  is a key to
the success of the Company or a Subsidiary.

     2.14 Non-Employee  Director  means any member of the Board of  Directors of
the Company qualified as such under SEC Rule  16b-3(b)(3)(i)  under the Exchange
Act, or any successor rule.

     2.15 Non-ISO  means any option  granted  under this Plan to purchase  stock
that fails to satisfy  the  requirements  of section 422 of the Code or has been
specifically denominated as a non-ISO by the Committee as of the time the option
is granted.

     2.16 Option means an ISO or a Non-ISO.

     2.17 Option  Certificate  means the written  agreement or instrument  which
sets  forth  the  terms of an  Option  granted  to a Key  Employee,  Independent
Advisor, Key Consultant, or Outside Director under this Plan.

     2.18 Option Price means the price which shall be paid to purchase one share
of stock upon the exercise of an Option granted under this Plan.

     2.19 Outside  Director  means any member of the Board of  Directors  of the
Company who is not  employed by the Company,  regardless  of whether such person
qualifies as a Non-Employee Director.

     2.20 Parent Corporation means any corporation which is a parent corporation
of the Company within the meaning of section 424(e) of the Code.

     2.21 Plan means this NuVim,  Inc.  2006 Stock Option Plan,  as amended from
time to time.

     2.22 Principal  Officer means the Chairman of the Board (if the Chairman of
the Board is a payroll employee),  the Chief Executive  Officer,  the President,
any Executive Vice President, any Senior Vice President, any Vice President, the
Chief Financial  Officer,  and the Treasurer of the Company and any other person
who is an "officer" of the Company as that term is defined in SEC Rule  16a-1(f)
under the Exchange Act or any successor rule there under.

                                      A-5
<PAGE>

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

     2.24 SEC means the Securities Exchange Commission.

     2.25 Stock  means the Common  Stock,  $.00001  par value per share,  of the
Company.

     2.26 Subsidiary means any corporation  that is a subsidiary  corporation of
the Company within the meaning of section 424(f) of the Code.

     2.27 Ten  Percent  Shareholder  means a person who owns after  taking  into
account  the  attribution  rules of  section  424(d)  of the Code  more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company, a Subsidiary or a Parent Corporation.

SECTION 3. SHARES SUBJECT TO OPTIONS

     There  shall  be  2,000,000  shares  of  Stock  reserved  for  issuance  in
connection with ISOs and Non-ISOs granted under this Plan. Shares of Stock shall
be reserved to the extent that the Company deems appropriate from authorized but
unissued  shares of Stock and from shares of Stock which have been reacquired by
the  Company.  Any shares of Stock  subject to an Option  which remain after the
cancellation,  expiration,  or  exchange  of  that  Option  for  another  Option
thereafter shall again become available for use under this Plan.

SECTION 4. EFFECTIVE DATE

     The effective date of this Plan shall be March 9, 2006, subject to approval
by  the  stockholders  of  the  Company  acting  at a  duly  called  meeting  of
stockholders  or acting  by  unanimous  written  consent  in lieu of a  meeting,
provided the  stockholder  approval  occurs  within twelve (12) months after the
date the Board approves and adopts this Plan.

SECTION 5. COMMITTEE

     (a)  The Compensation Committee, consisting solely of not less than two (2)
Non-Employee Directors, shall administer this Plan. The members of the Committee
shall be appointed  by, and serve at, the  pleasure of the Board.  To the extent
required for transactions under the Plan to qualify for the exemptions available
under Rule 16b-3  promulgated  under the Exchange  Act, all actions  relating to
awards to persons subject to section 16 of the Exchange

                                      A-6
<PAGE>

Act shall be taken by the  Committee  (as defined  below).  In addition,  to the
extent  required  for  compensation  realized  from awards  under the Plan to be
deductible by the Company  pursuant to section  162(m) of the Code,  all actions
relating  to awards to persons  subject  to section  162(m) of the Code shall be
taken by the Committee (as defined below).

     (b)  The Committee  acting in its absolute  discretion  shall  exercise all
powers and take any action as expressly called for under this Plan. Furthermore,
the Committee  shall have the power to interpret this Plan and to take any other
action in the  administration  and operation of this Plan as the Committee deems
equitable under the circumstances, which action shall be binding on the Company,
on each affected Key Employee,  Key Consultant,  Independent Advisor, or Outside
Director  and on each other  person  directly  or  indirectly  affected  by that
action.

SECTION 6. ELIGIBILITY

     Only Key Employees, Key Consultants, Independent Advisors, and Non-Employee
Directors shall be eligible for the grant of Options under this Plan.

SECTION 7. GRANT OF OPTIONS

     7.1  Committee Action.  The Committee,  acting in its absolute  discretion,
shall grant Options to Key Employees  and Key  Consultants  under this Plan from
time to time to purchase  shares of Stock.  The  Committee  shall  determine the
number of shares  subject to Options  granted to each  Independent  Advisor.  In
addition,  the  Committee  shall have the right to grant new Options in exchange
for  outstanding  Options.  Options  shall be granted to  Outside  Directors  as
provided in section 7.3 of this Plan. Each grant of an Option shall be evidenced
by an Option Certificate, and each Option Certificate shall:

     (a)  specify whether the Option is an ISO or Non-ISO; and

     (b)  incorporate  such other terms and conditions as the Committee,  acting
in its  absolute  discretion  deems  consistent  with the  terms  of this  Plan,
including,  without limitation,  a limitation on the number of shares subject to
the Option which first  became  exercisable  or subject to surrender  during any
particular period.

If the Committee grants an ISO and a Non-ISO to a Key Employee on the same date,
the right of the Key  Employee  to exercise or  surrender  one of these  Options
shall not be  conditioned  on his or her failure to exercise  or  surrender  the
other Option. In connection with the termination for any reason of employment by
or service to the Company or any Subsidiary of any

                                      A-7
<PAGE>

particular holder of any Option, the Committee may, in its discretion, determine
to  accelerate  the time  that  Option  first  becomes  exercisable  during  any
particular  period as  provided  in the related  Option  Certificate;  provided,
however, that the Committee may not extend any period with respect to any shares
of Stock subject to that Option.  The  Committee  may also,  in its  discretion,
condition  the  grant  of an ISO  or a  Non-ISO  upon  the  acceptance  by a Key
Employee, Independent Advisor, or Key Consultant of one or more modifications to
outstanding options,  including but not limited to, forfeiture of all profits if
the Key Employee  provides  services to a competitor within a reasonable time as
determined in the discretion of the Committee or the improper  disclosure of the
Company's confidential or proprietary information.

     7.2  $100,000  Limitation.  To the extent  that the  aggregate  Fair Market
Value of the stock with respect to which ISOs and other  incentive stock options
satisfying the requirements of section 422 of the Code granted to a Key Employee
under this Plan and under any other stock option plan adopted by the Company,  a
Subsidiary,  or a Parent  Corporation  first become  exercisable in any calendar
year  exceeds  $100,000  (based  upon the Fair  Market  Value on the date of the
grant), such Options shall be treated as Non-ISOs.

     7.3  Annual Issue for Directors and Committee Chairs

     (a)  Each Outside Director shall, effective upon election or appointment at
the annual  meeting  any time on or after May 1,  2006,  but not more often than
once a calendar year, shall be granted an option to purchase 50,000 shares.

     (b)  In addition to the foregoing,  each Chair of a Regular Board Committee
shall,  effective on election or  appointment at the annual meeting in each year
commencing  in 2006,  but not more  often than once a  calendar  year,  shall be
granted an option to purchase 10,000 shares.

     (c)  In addition to both of the  foregoing,  each member of a Regular Board
Committee  shall,  effective on election or appointment at the annual meeting in
each year  commencing  in 2006,  but not more often  than once a calendar  year,
shall be granted an option to purchase 10,000 shares.

     (d)  If a person becomes an Outside  Director,  Regular Committee Chair, or
Regular  Committee  Member,  after the annual  meeting  in any year,  they shall
immediately,  but not more  often than once in a  calendar  year be granted  the
applicable options described in 7.3 (a), (b), and (c).

     (e)  All of the Option  granted  to each  individual  shall be  exercisable
immediately.

     (f)  The Option Price for each share of stock subject to an options granted
under this  section  shall be the Fair  Market  Value of a share of Stock on the
date the Option is granted.

                                      A-8
<PAGE>

     (g)  Each Option  granted  pursuant to this section  shall be an ISO to the
maximum extent possible.

SECTION 8. OPTION PRICE

     The  Option  Price for each  share of Stock  subject to an ISO shall not be
less than the Fair  Market  Value of a share of Stock on the date the  Option is
granted.  If  the  Option  is an ISO  and  the  Key  Employee  is a Ten  Percent
Shareholder,  the Option  Price for each share of Stock  subject to that  Option
shall not be less than 110% of the Fair Market  Value of a share of Stock on the
date the Option is granted.  The Option  Price shall be payable in full upon the
exercise of any  Option,  and an Option  Certificate  at the  discretion  of the
Committee (except for an Option granted to a Non-Employee  Director) may provide
for the payment of the Option Price either in cash or in Stock acceptable to the
Committee or in any  combination of cash and Stock  acceptable to the Committee.
Any payment  made in Stock shall be treated as equal to the Fair Market Value of
that  Stock on the date the  properly  endorsed  certificate  for such  Stock is
delivered to the Committee.

SECTION 9.     EXERCISE PERIOD

     (a)  Each Option  granted under this Plan shall be  exercisable in whole or
in part at such time or times as set forth in the  related  Option  Certificate,
but no Option Certificate shall provide that:

          (1)  an Option is exercisable  before the date such Option is granted,
               or

          (2)  an  Option  is  exercisable  after  the date  which is the  tenth
               anniversary of the date such Option is granted.

If an option  that is an ISO is granted to a Key  Employee  who is a Ten Percent
Shareholder,  the  Option  Certificate  shall  provide  that the  Option  is not
exercisable  after the  expiration  of five  years  from the date the  Option is
granted.  An Option  Certificate may provide for the exercise of an Option after
the  employment  of a Key Employee or service by an  Independent  Advisor or Key
Consultant  has  terminated  for  any  reason  whatsoever,  including  death  or
disability.  In connection  with the termination for any reason of employment by
or service to the  Company or any  Subsidiary  of any  particular  holder of any
Option,  the Committee  may, in its  discretion,  determine to extend the period
during  which that Option may be  exercised  as  provided in the related  Option
Certificate;  provided,  however, that no extension shall permit an Option to be
exercised beyond the date specified in paragraph (b) of this section or the date
applicable to Options granted to a Ten Percent Shareholder, as the case may be.

                                      A-9
<PAGE>

     (b)  Notwithstanding any other provision of this section,  upon a Change of
Control  each  Option  granted  under this Plan prior to that  Change of Control
shall  immediately  become  exercisable to the full extent of the original grant
and, in the case an Option held by a Key Employee shall remain  exercisable  for
three months (or such longer period as specified in the  particular  Option with
regard  to all or any  shares  of  Stock  covered  by  such  Option)  after  any
termination of employment of that Key Employee.

SECTION 10.    TRANSFERABILITY

     The  Committee  shall  impose any  restrictions  on the transfer of options
granted under the Plan as it may deem advisable,  including, without limitation,
restrictions  deemed necessary or advisable under applicable  federal securities
laws, under the requirements of any stock exchange or market upon which Stock is
then  listed  in or  traded,  and under  any Blue Sky or state  securities  laws
applicable  to such Stock.  Upon request of any person  receiving an award of an
Option under the Plan, the Committee  may, in its sole and absolute  discretion,
determine  to remove any  transfer  restriction  originally  imposed and may, in
connection with the removal of such transfer restriction, impose such conditions
(including  restrictions on further transfers of the Option or upon transfers of
the Stock upon exercise of the Option) as the Committee, in its discretion,  may
deem  advisable,  including,  without  limitation,  restrictions  deemed  by the
Committee  to be  necessary  or  advisable  in order to comply  with  applicable
federal and state  securities laws or the  requirements of any stock exchange or
market upon which the Stock is then listed or traded.  Subject to its  authority
to impose any conditions on further transfers, the Committee shall authorize the
transfer of Options for bona fide estate planning  purposes or for contributions
to qualified charities or charitable trusts.

SECTION 11.    SECURITIES REGISTRATION AND RESTRICTIONS

     Each Option  Certificate  shall provide that, upon the receipt of shares of
Stock as a result of the exercise or surrender of an Option,  the Key  Employee,
Key Consultant,  Independent Advisor, or Outside Director shall, if so requested
by the Company,  hold those shares of Stock for  investment  and not with a view
toward resale or distribution to the public and, if so requested by the Company,
shall deliver to the Company a written statement to that effect  satisfactory to
the Company. Each Option Certificate shall also provide that, if so requested by
the Company, the Key Employee,  Key Consultant,  Independent Advisor, or Outside
Director shall  represent in writing to the Company that he or she will not sell
or offer to sell any of these  shares of Stock unless a  registration  statement
shall be in effect with respect to that Stock under the  Securities  Act and any
applicable state securities law or

                                      A-10
<PAGE>

unless he or she shall have  furnished  to the Company an  opinion,  in form and
substance  satisfactory  to the  Company,  of legal  counsel  acceptable  to the
Company, that registration is not required.  Certificates representing the Stock
transferred  upon the exercise or surrender of an Option granted under this Plan
may, at the  discretion  of the  Company,  bear a legend to the effect that this
Stock has not been registered  under the Securities Act or any applicable  state
securities  law and that this Stock may not be sold or  offered  for sale in the
absence of (i) an  effective  registration  statement as to this Stock under the
Securities Act and any applicable  state  securities law or (ii) an opinion,  in
form and substance  satisfactory to the Company,  of legal counsel acceptable to
the Company, that registration is not required.  Furthermore,  the Company shall
have the right to require a Key Employee,  Key Consultant,  Independent Advisor,
or Outside Director to enter into any stockholder or other related agreements as
the  Company  deems  necessary  or  appropriate  under  the  circumstances  as a
condition  to the issuance of any Stock under this Plan to a Key  Employee,  Key
Consultant, Independent Advisor, or Outside Director.

SECTION 12.    LIFE OF PLAN

     No Option shall be granted under this Plan on or after the earlier of

          (a)  the tenth anniversary of the original effective date of this Plan
     as  determined  under  section  4;  provided,   however,  that  after  that
     anniversary  this  Plan  otherwise  shall  continue  in  effect  until  all
     outstanding   Options  have  been  exercised  in  full  or  no  longer  are
     exercisable, or

          (b)  the date on which all of the Stock  reserved  under  section 3 of
     this Plan has, as a result of the  exercise of Options  granted  under this
     Plan,  been issued or no longer is  available  for use under this Plan,  in
     which event this Plan also shall terminate on that date.

SECTION 13.    ADJUSTMENT

     The number of shares of Stock  reserved  under section 3 of this Plan,  the
number of shares of Stock to be granted  from time to time  pursuant  to section
7.3 of this Plan (if permitted by the exemption in Rule 16b-3 under the Exchange
Act or any  successor  rule),  the number of shares of Stock that may be granted
pursuant to section 5 of this Plan by the  Committee  to any single Key Employee
or Key Consultant,  and the number of shares of Stock subject to Options granted
under this Plan and the Option  Price of such  Options  shall be adjusted by the
Board in an equitable manner to reflect any change in the  capitalization of the
Company,  including, but not limited to, stock dividends,  stock consolidations,
or stock splits. Furthermore, the Board

                                      A-11
<PAGE>

shall have the right to adjust in a manner which  satisfies the  requirements of
section  424(a) of the Code the number of shares of Stock reserved under section
3 of this Plan and the number of shares  subject to Options  granted  under this
Plan  and the  Option  Price  of such  Options  in the  event  of any  corporate
transaction  described  in  section  424(a)  of the Code that  provides  for the
substitution  or  assumption  of these  Options.  If any  adjustment  under this
section  13 would  create a  fractional  share of Stock or a right to  acquire a
fractional  share of Stock,  any fractional  share shall be disregarded  and the
number of shares of Stock reserved under this Plan and the number subject to any
Options  granted  under this Plan  shall be the next  lower  number of shares of
Stock, rounding all fractions downward. An adjustment made under this section 13
by the Board  shall be  conclusive  and  binding on all  affected  persons  and,
further,  shall not  constitute  an increase  in "the number of shares  reserved
under section 3" within the meaning of section 15(a) of this Plan.

SECTION 14.    SALE OR MERGER OF THE COMPANY

     If the Company  agrees to sell all or  substantially  all of its assets for
cash or  property  or for a  combination  of cash and  property or agrees to any
merger, consolidation,  reorganization, division, or other corporate transaction
in which Stock is converted  into another  security or into the right to receive
securities or property and the  agreement  governing  the  transaction  does not
provide for the  assumption or  substitution  of the Options  granted under this
Plan,  each then  outstanding  Option,  at the  direction  of the Board,  may be
canceled  unilaterally  by  the  Company  as  of  the  effective  date  of  that
transaction  in exchange for a payment in cash or Stock,  or in a combination of
cash and Stock,  equal in amount to the excess of the Fair Market  Value on that
date of the shares represented by the canceled Options over the Option Price for
such shares.

SECTION 15.    AMENDMENT OR TERMINATION

     This Plan may be amended by the Board from time to time to the extent  that
the Board  deems  necessary  or  appropriate;  provided,  however,  that no such
amendment  shall be made absent the approval of the  stockholders of the Company
(a) to increase the aggregate  number of shares reserved under section 3, (b) to
change the class of  persons  eligible  for  Options  under  section 6 or (c) to
materially  modify the requirements as to eligibility for  participation in this
Plan, (d) to otherwise materially increase the benefits accruing under this Plan
to Plan participants if such approval would be required in order for the Company
to comply with  applicable law or the rules or regulations of any stock exchange
or market on which the Stock is traded or listed. The Board also may suspend the
granting of Options under this Plan at any time and may  terminate  this Plan at
any  time;  provided,  however,  that the  Company  shall  not have the right to
unilaterally cancel or, in a manner

                                      A-12
<PAGE>

which would materially  adversely affect the holder,  amend or modify any Option
granted before such suspension or termination  unless (i) the Key Employee,  Key
Consultant,  Independent  Advisor,  or Outside Director  previously  consents in
writing to that  modification,  amendment,  or  cancellation  or (ii) there is a
dissolution or liquidation of the Company or a transaction  described in section
13 or section 14 of this Plan.

     It is the  intention  of the  Company  that the Plan shall  comply with the
conditions of Rule 16b-3 of the Exchange Act, as that Rule may from time to time
be amended.  The Board  shall have the  authority,  without the  approval of the
stockholders,  to amend the Plan from time to time to  include  any  conditions,
terms or other  provisions  which may be  required  to be set forth in a plan in
order for transactions by directors or officers to be exempt under Rule 16b-3 of
the Exchange Act or any successor exemption.

SECTION 16.    CHANGE OF CONTROL

     Notwithstanding  any other  provision of the Plan, upon a Change of Control
each  Option  granted  under  this Plan prior to that  Change of  Control  shall
immediately  become  exercisable  to the full extent of the  original  grant and
shall remain exercisable for three months (or such longer period as specified in
the particular  Option with regard to all or any shares of Stock covered by such
Option) after (i) any  termination  of  employment of any Key Employee;  or (ii)
resignation  or removal of any  Outside  Director  from the  Company's  Board of
Directors.

SECTION 17.    MISCELLANEOUS

     17.1 No Stockholder  Rights. No Key Employee,  Key Consultant,  Independent
Advisor,  or Outside  Director  shall have any  rights as a  stockholder  of the
Company  as a result of the grant of an Option to him or to her under  this Plan
or his or her exercise or surrender of that Option  pending the actual  delivery
of Stock subject to that Option to any Key Employee, Key Consultant, Independent
Advisor, or Non-Employee Director.

     17.2 No Contract of  Employment.  The grant of an Option to a Key Employee,
Key Consultant,  Independent  Advisor, or Outside Director under this Plan shall
not  constitute a contract of  employment  or consulting or right to continue to
serve  on the  Company's  Board of  Directors  and  shall  not  confer  on a Key
Employee,  Key Consultant,  Independent  Advisor, or Outside Director any rights
upon his or her  termination  of  employment  or  service in  addition  to those
rights,  if any,  expressly set forth in the Option  Certificate which evidences
his or her Option.

                                      A-13
<PAGE>

     17.3 Withholding.  The exercise or surrender  of any Option  granted  under
this Plan  shall  constitute  a Key  Employee's  full and  complete  consent  to
whatever  action the  Committee  elects to  satisfy  the  federal  and state tax
withholding  requirements,  if any, which the Committee in its discretion  deems
applicable to that exercise or surrender.

     17.4 Governing Law and Construction.  All rights and obligations under this
Plan and the Option  Certificates  shall be construed and  interpreted  with the
laws of the State of New  York,  without  giving  effect  to the  principles  of
conflict of laws.

     17.5 Indemnification. In addition to any other rights of indemnification as
they may have as  directors or as members of the  Committee,  the members of the
Committee shall be indemnified by the Company  against all reasonable  expenses,
including  attorneys' fees,  actually and reasonably incurred in connection with
the defense of any action, suit or proceeding,  or in connection with any appeal
therein,  to which  they or any of them may be a party by reason  of any  action
taken by them as directors or members of the  Committee  and against all amounts
paid by them in settlement  thereof (provided such settlement is approved by the
Board) or paid by them in  satisfaction  of a judgment  in any  action,  suit or
proceeding,  except in  relation  to matters as to which it shall be adjudged in
such action,  suit or proceeding that the director or Committee member is liable
for gross  negligence  or willful  misconduct in the  performance  of his or her
duties.  To receive this  indemnification,  a director or Committee  member must
first offer in writing to the Company the  opportunity,  at its own expense,  to
defend that action, suit or proceeding.

     The Company, the Board, and the Committee shall not be required to give any
security or bond for the  performance of any  obligation  that may be created by
the Plan.

                                      A-14