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Exhibit 10.54


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                            RIM SEMICONDUCTOR COMPANY


                            2006 STOCK INCENTIVE PLAN












                       ADOPTED EFFECTIVE NOVEMBER 8, 2006






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                                      TABLE OF CONTENTS
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ARTICLE 1.  PURPOSE OF PLAN.................................................................1

ARTICLE 2. EFFECTIVE DATE AND TERM OF PLAN..................................................1

2.1      TERM OF PLAN.......................................................................1
2.2      EFFECT ON AWARDS...................................................................1
2.3      SHAREHOLDER APPROVAL...............................................................1

ARTICLE 3. SHARES SUBJECT TO PLAN...........................................................1

3.1      RESERVED NUMBER OF SHARES..........................................................1
3.2      SOURCE OF SHARES...................................................................1
3.3      AVAILABILITY OF UNUSED SHARES......................................................1
3.4      ADJUSTMENT PROVISIONS..............................................................2
3.5      SUBSTITUTE AWARDS..................................................................3

ARTICLE 4.  ADMINISTRATION OF PLAN..........................................................3

4.1      ADMINISTERING BODY.................................................................3
4.2      AUTHORITY OF ADMINISTERING BODY....................................................4
4.3      ELIGIBILITY........................................................................5
4.4      NO LIABILITY.......................................................................5
4.5      AMENDMENTS.........................................................................5
4.6      OTHER COMPENSATION PLANS...........................................................6
4.7      PLAN BINDING ON SUCCESSORS.........................................................6
4.8      REFERENCES TO SUCCESSOR STATUTES, REGULATIONS AND RULES............................6
4.9      ISSUANCES FOR COMPENSATION PURPOSES ONLY...........................................6
4.10     INVALID PROVISIONS................................................................6
4.11     GOVERNING LAW......................................................................7

ARTICLE 5.  GENERAL AWARD PROVISIONS........................................................7

5.1      PARTICIPATION IN THE PLAN..........................................................7
5.2      AWARD AGREEMENTS...................................................................7
5.3      EXERCISE OF AWARDS.................................................................8
5.4      PAYMENT FOR AWARDS.................................................................8
5.5      NO EMPLOYMENT OR OTHER CONTINUING RIGHTS...........................................9
5.6      RESTRICTIONS UNDER APPLICABLE LAWS AND REGULATIONS.................................9
5.7      ADDITIONAL CONDITIONS.............................................................10
5.8      NO PRIVILEGES OF STOCK OWNERSHIP..................................................11
5.9      TRANSFERABILITY OF AWARDS.........................................................11
5.10     INFORMATION TO RECIPIENTS.........................................................12
5.11     WITHHOLDING TAXES.................................................................13
5.12     LEGENDS ON COMMON STOCK CERTIFICATES..............................................13
5.13     EFFECT OF TERMINATION OF EMPLOYMENT ON AWARDS - EMPLOYEES ONLY....................13
5.14     EFFECT OF TERMINATION OF ENGAGEMENT ON AWARDS - NON-EMPLOYEES ONLY................15
5.15     TRANSFER; LEAVE OF ABSENCE........................................................15
5.16     LIMITS ON AWARDS TO CERTAIN ELIGIBLE PERSONS......................................16
5.17     PERFORMANCE-BASED COMPENSATION....................................................16

ARTICLE 6.  STOCK OPTIONS..................................................................17

6.1      NATURE OF STOCK OPTIONS...........................................................17
6.2      OPTION EXERCISE PRICE.............................................................17
6.3      OPTION PERIOD AND VESTING.........................................................17
6.4      SPECIAL PROVISIONS REGARDING INCENTIVE STOCK OPTIONS..............................18
6.5      RELOAD OPTIONS....................................................................18
6.6      RESTRICTIONS......................................................................18


2006 STOCK INCENTIVE PLAN (RIM SEMICONDUCTOR COMPANY)                                       i
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ARTICLE 7.  REORGANIZATIONS................................................................19

7.1      CORPORATE TRANSACTIONS NOT INVOLVING A CHANGE IN CONTROL..........................19
7.2      CORPORATE TRANSACTIONS INVOLVING A CHANGE IN CONTROL..............................19

ARTICLE 8.  DEFINITIONS....................................................................19


2006 STOCK INCENTIVE PLAN (RIM SEMICONDUCTOR COMPANY)                                      ii
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                            RIM SEMICONDUCTOR COMPANY

                            2006 STOCK INCENTIVE PLAN

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1.         PURPOSE OF PLAN

The Company adopted this Plan to promote the interests of the Company, its
Affiliated Entities and their respective shareholders by using investment
interests in the Company to attract, retain and motivate management and other
persons, including officers, directors, employees and certain consultants of the
Company and the Affiliated Entities, to encourage and reward such persons'
contributions to the performance of the Company and to align their interests
with the interests of the Company's shareholders. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in Article 8.

2.       EFFECTIVE DATE AND TERM OF PLAN

         2.1 TERM OF PLAN. This Plan became effective as of the Effective Date
and shall continue in effect until the Expiration Date, at which time this Plan
shall automatically terminate.

         2.2 EFFECT ON AWARDS. Awards may be granted during the Plan Term,
but no Awards may be granted after the Plan Term. Notwithstanding the foregoing,
each Award properly granted under this Plan during the Plan Term shall remain in
effect after termination of this Plan until such Award has been exercised,
terminated or expired, as applicable, in accordance with its terms and the terms
of this Plan.

         2.3 SHAREHOLDER APPROVAL. This Plan must be approved by the
Company's shareholders within twelve (12) months after the Effective Date. The
effectiveness of any Awards granted prior to such shareholder approval shall be
specifically subject to, and conditioned upon, such shareholder approval.

3        SHARES SUBJECT TO PLAN

         3.1 RESERVED NUMBER OF SHARES. The maximum number of shares of
Common Stock reserved and available for issuance under this Plan shall be Thirty
Million (30,000,000), subject to adjustment as set forth in SECTION 3.4.

         3.2 SOURCE OF SHARES. The Common Stock to be issued under this
Plan will be made available, at the discretion of the Board, either from
authorized but unissued shares of Common Stock or from previously issued shares
of Common Stock reacquired by the Company, including without limitation, shares
purchased on the open market.

         3.3 AVAILABILITY OF UNUSED SHARES. Shares of Common Stock subject to
and/or underlying any unexercised, unearned or yet-to-be acquired portions of
any Award granted under this Plan that expire, terminate or are canceled, and
shares of Common Stock issued pursuant to Awards under this Plan that are


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reacquired by the Company pursuant to the terms under which such shares were
issued, will again become available for the grant of further Awards under this
Plan. Notwithstanding the provisions of this SECTION 3.3, no shares of Common
Stock may again be optioned, granted or awarded if such action would cause an
Incentive Stock Option to fail to qualify as an incentive stock option under
Section 422 of the IRC or any successor statute thereto.

         3.4 ADJUSTMENT PROVISIONS.

                  (a) If (i) the outstanding shares of Common Stock are
         increased, decreased or exchanged for a different number or kind of
         shares or other securities, or if additional shares or new or different
         shares or other securities are distributed in respect of such shares of
         Common Stock (or any stock or securities received with respect to such
         Common Stock), through merger, consolidation, sale or exchange of all
         or substantially all of the assets of the Company, reorganization,
         recapitalization, reclassification, stock dividend, stock split,
         reverse stock split, spin-off, split-off or other distribution with
         respect to such shares of Common Stock (or any stock or securities
         received with respect to such Common Stock), or (ii) the value of the
         outstanding shares of Common Stock is reduced by reason of an
         extraordinary dividend payable in cash or property, an appropriate and
         proportionate adjustment may be made in (1) the maximum number and kind
         of shares or securities available for issuance under this Plan, (2) the
         number and kind of shares or other securities that can be granted to
         any one individual Recipient under his or her Awards, (3) the number
         and kind of shares or other securities subject to then outstanding
         Awards under this Plan, and/or (4) the price for each share or other
         unit of any other securities subject to then outstanding Awards under
         this Plan.

                  (b) No fractional interests will be issued under this Plan
         resulting from any adjustments, but the Administering Body, in its sole
         discretion, may make a cash payment in lieu of any fractional shares of
         Common Stock or other securities issuable as a result of such
         adjustments.

                  (c) Any adjustment pursuant to this SECTION 3.4 shall be made
         by the Administering Body, in its discretion, to preserve the benefits
         or potential benefits intended to be made available under this Plan or
         with respect to any outstanding Awards or otherwise necessary to
         reflect any capital change or other event described in SECTION 3.4(A).
         The determination made by the Administering Body with respect to the
         foregoing shall be final, binding and conclusive upon all persons and
         entities.

                  (d) The grant of Awards pursuant to this Plan shall not affect
         in any way the right or power of the Company to make adjustments,
         reclassifications, reorganizations or changes of its capital or
         business structure or to merge or to consolidate or to dissolve,
         liquidate or sell, or transfer all or any part of its business or
         assets or to engage in any other corporate transaction.

                  (e) No adjustment to the terms of an Incentive Stock Option
         shall be made if such adjustment would cause such Incentive Stock
         Option to lose its status as an incentive stock option under the
         provisions of the IRC, unless the Administering Body determines
         otherwise.


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         3.5 SUBSTITUTE AWARDS. The Administering Body may grant Awards
under this Plan in substitution for stock and stock-based awards held by
employees of another corporation who become employees of the Company or an
Affiliated Entity as a result of a merger, consolidation or other business
combination of the employing corporation with the Company or an Affiliated
Entity or the acquisition by the Company or an Affiliated Entity of property or
stock of the employing corporation. The Administering Body may direct that the
substitute Awards be granted on such terms and conditions as the Administering
Body considers appropriate in the circumstances.

4.       ADMINISTRATION OF PLAN

         4.1      ADMINISTERING BODY.

                  (a) This Plan shall be administered by the Board; PROVIDED,
                  HOWEVER, that if the Board appoints a Stock Plan Committee
                  pursuant to SECTION 4.1(B) herein, this Plan shall be
                  administered by the Stock Plan Committee, subject to the right
                  of the Board to exercise, at any time and from time to time,
                  any and all of the duties and responsibilities of the Stock
                  Plan Committee as the Administering Body, including, but not
                  limited to, establishing procedures to be followed by the
                  Stock Plan Committee; provided further, however, that the
                  Board shall not exercise any authority regarding matters which
                  under applicable law, rule or regulation, including, without
                  limitation, any exemptive rule under Section 16 of the
                  Exchange Act (including Rule 16b-3) or IRC Section 162(m), are
                  required to be determined in the sole discretion of the Stock
                  Plan Committee.

                  (b)

                  (i) The Board in its sole discretion may from time to time
                  appoint a Stock Plan Committee of not less than two (2) Board
                  members to administer this Plan. The Board may from time to
                  time increase or decrease (but not below two (2)) the number
                  of members of the Stock Plan Committee, remove from membership
                  on the Stock Plan Committee all or any portion of its members,
                  and/or appoint such person or persons as it desires to fill
                  any vacancy existing on the Stock Plan Committee, whether
                  caused by removal, resignation or otherwise. The Board may
                  disband the Stock Plan Committee at any time and thereby
                  revest in the Board the administration of this Plan.

                  (ii) Notwithstanding the foregoing provisions of SECTION
                  4.1(B)(I) to the contrary, upon becoming and so long as the
                  Company remains an Exchange Act Registered Company and if the
                  Company has not, by action of the Board, elected to opt out of
                  the provisions of this SECTION 4.1(B)(II), (1) the Board shall
                  appoint the Stock Plan Committee, (2) this Plan shall be
                  administered by the Stock Plan Committee and (3) each member
                  of the Stock Plan Committee shall be a Non-employee Director,
                  and, in addition, if Awards are to be made to persons subject


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                  to Section 162(m) of the IRC and such Awards are intended to
                  constitute Performance-Based Compensation, then each member of
                  the Stock Plan Committee shall, in addition to being a
                  Non-employee Director, be an Outside Director.

                  (iii) The Stock Plan Committee shall report to the Board the
                  names of Eligible Persons granted Awards, the precise type of
                  Award granted, the number of shares of Common Stock issuable
                  pursuant to such Award, if any, and the terms and conditions
                  of each such Award.

         4.2 AUTHORITY OF ADMINISTERING BODY.

                  (a) Subject to the express provisions of this Plan, the
         Administering Body shall have the power to interpret and construe this
         Plan and any agreements or other documents defining the rights and
         obligations of the Company or any Affiliated Entity and such Eligible
         Persons who have been granted Awards hereunder and thereunder, to
         determine all questions arising hereunder and thereunder, to adopt and
         amend such rules and regulations for the administration hereof and
         thereof as it may deem desirable to correct any errors, supply any
         omissions and reconcile any inconsistencies in this Plan and/or any
         Award Agreement or any other instrument relating to any Award, and to
         otherwise carry out the terms of this Plan and such agreements and
         other documents. Such interpretations and constructions by the
         Administering Body of any provisions of this Plan or of any Award, as
         well as any other decisions, actions or inactions of the Administering
         Body relating to this Plan, any Award or any Award Agreement, shall be
         within the absolute discretion of the Administering Body (subject only
         to the express terms of this Plan and the Award Agreement and all
         applicable laws, regulations and rules) shall be final, conclusive and
         binding upon all persons and entities.

                  (b) Subject to the express provisions of this Plan, the
         Administering Body may from time to time, in its discretion, select the
         Eligible Persons to whom, and the time or times at which, such Awards
         shall be granted; the nature of each Award; the number of shares of
         Common Stock that comprise or underlie each Award; the period for the
         purchase or exercise of each Award, as applicable, the Performance
         Criteria applicable to the Award, if any, and such other terms and
         conditions applicable to each individual Award as the Administering
         Body shall determine. Subject to SECTION 5.16(A), the Administering
         Body may grant, at any time, new Awards to an Eligible Person who has
         previously received Awards whether such prior Awards are still
         outstanding, have previously been canceled, disposed of or exercised as
         a whole or in part, as applicable, or are canceled in connection with
         the issuance of new Awards. The Administering Body may grant Awards
         singly, in combination or in tandem with other Awards, as it determines
         in its discretion. Subject to Section 5.16(a), any and all terms and
         conditions of the Awards, including, without limitation, the purchase
         or exercise price, may be established by the Administering Body without
         regard to existing Awards.

                  (c) Any action of the Administering Body with respect to the
         administration of this Plan shall be taken pursuant to a majority vote
         of the authorized number of members of the Administering Body or by the


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         unanimous written consent of its members; PROVIDED, HOWEVER, that (i)
         if the Administering Body is the Stock Plan Committee and consists of
         two (2) members, then actions of the Administering Body must be
         unanimous and (ii) if the Administering Body is the Board, actions
         taken at a meeting of the Board shall be valid if approved by directors
         constituting a majority of the required quorum for such meeting.

                  (d) Except to the extent prohibited by applicable law,
         including, without limitation, the requirements applicable under IRC
         Section 162(m) to any Award intended to be Performance-Based
         Compensation, or the requirements for any Award granted to an officer
         of the Company or a Director to be covered by any exemptive rule under
         Section 16 of the Exchange Act (including Rule 16b-3), or the rules of
         a stock exchange or automated quotation system then listing shares of
         Common Stock, the Administering Body may, in its discretion, allocate
         all or any portion of its responsibilities and powers under this Plan
         to any one or more of its members and/or delegate all or any part of
         its responsibilities and powers under this Plan to any person or
         persons selected by it; PROVIDED, HOWEVER, that the Administering Body
         may not delegate its authority to correct errors, omissions or
         inconsistencies in this Plan. Any such authority delegated or allocated
         by the Administering Body under this SECTION 4.2(D) shall be exercised
         in accordance with the terms and conditions of this Plan and any rules,
         regulations or administrative guidelines that may from time to time be
         established by the Administering Body, and any such allocation or
         delegation may be revoked by the Administering Body at any time.

         4.3 ELIGIBILITY. Only Eligible Persons shall be eligible to
receive Awards under this Plan.

         4.4 NO LIABILITY. No member of the Board or the Stock Plan
Committee or any designee thereof will be liable for any action or inaction with
respect to this Plan or any Award or any transaction arising under this Plan or
any Award, except in circumstances constituting bad faith or willful misconduct
of such member.

         4.5 AMENDMENTS.

                  (a) The Administering Body may, insofar as permitted by
         applicable law, rule or regulation, from time to time suspend or
         discontinue this Plan or revise or amend it in any respect whatsoever,
         and this Plan as so revised or amended will govern all Awards
         hereunder, including those granted before such revision or amendment;
         PROVIDED, HOWEVER, that, except as otherwise provided by this Plan, no
         such revision or amendment shall materially impair or diminish any
         rights or obligations under any Award previously granted under this
         Plan, without the written consent of the Recipient. Without limiting
         the generality of the foregoing, the Administering Body is authorized
         to amend this Plan to comply with or take advantage of amendments to
         applicable laws, rules or regulations, including amendments to the
         Securities Act, Exchange Act or the IRC or any rules or regulations
         promulgated thereunder. No such revision or amendment of this Plan
         shall be made without first obtaining approval of the shareholders of
         the Company to the extent such approval is required by (i) applicable


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         law, rule or regulation, or (ii) the requirements of any stock exchange
         or automated quotation system then listing the shares of Common Stock
         or any applicable requirements related to Incentive Stock Options, for
         exemption from IRC Section 162(m) or the applicable requirements of
         Rule 16b-3.

                  (b) The Administering Body may amend the terms and conditions
         of an Award previously granted under this Plan, including any Award
         Agreement, retroactively or prospectively, provided that no such
         amendment shall materially impair or diminish any rights or obligations
         of a Recipient under such Award without such Recipient's written
         consent. Without limiting the generality of the foregoing, the
         Administering Body may, in its discretion, at any time and from time to
         time after the grant of any Award (i) accelerate or extend the vesting
         or exercise period, or lapse of restrictions, applicable to any Award
         in whole or in part, (ii) adjust or reduce the purchase or exercise
         price, as applicable, of Awards held by such Recipient by cancellation
         of such Awards and granting of Awards at lower purchase or exercise
         prices or by modification, extension or renewal of such Awards, and
         (iii) reduce or otherwise modify the Performance Criteria applicable to
         any Award. In the case of Incentive Stock Options, Recipients
         acknowledge that extensions of the exercise period and other
         modifications may result in the loss of the favorable tax treatment
         afforded Incentive Stock Options under Section 422 of the IRC.

         4.6 OTHER COMPENSATION PLANS. The adoption of this Plan shall not
affect any other stock option, securities purchase, incentive or other
compensation plans in effect for the Company or an Affiliated Entity, and this
Plan shall not preclude the Company or an Affiliated Entity from establishing
any other forms of incentive or other compensation for Employees, Directors,
Consultants or others, whether or not approved by shareholders of the Company.

         4.7 PLAN BINDING ON SUCCESSORS. This Plan shall be binding upon
the successors and assigns of the Company.

         4.8 REFERENCES TO SUCCESSOR STATUTES, REGULATIONS AND RULES. Any
reference in this Plan to a particular statute, regulation or rule shall also
refer to any successor provision of such statute, regulation or rule.

         4.9 ISSUANCES FOR COMPENSATION PURPOSES ONLY. This Plan
constitutes an "employee benefit plan" as defined in Rule 405 promulgated under
the Securities Act. Awards to eligible Employees or Directors shall be granted
for any lawful consideration, including compensation for services rendered,
promissory notes or otherwise. Awards to eligible Consultants shall be granted
only in exchange for BONA FIDE services rendered by such Consultants and such
services must not be in connection with the offer and sale of securities in a
capital-raising transaction.

         4.10 INVALID PROVISIONS. In the event that any provision of this
Plan is found to be invalid, illegal or otherwise unenforceable under any
applicable law, such invalidity, illegality or unenforceability shall not be
construed as rendering any other provisions contained herein invalid, illegal or
unenforceable, and all such other provisions shall be given full force and
effect to the same extent as though the invalid, illegal and unenforceable
provision were not contained herein.


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         4.11 GOVERNING LAW. This Plan and each Award Agreement shall be
governed by and interpreted in accordance with the internal laws of the state of
incorporation of the Company, as it may be from time to time, without giving
effect to the principles of the conflicts of laws thereof.

5. GENERAL AWARD PROVISIONS

         5.1      PARTICIPATION IN THE PLAN.

                  (a) A person shall be eligible to receive Award grants under
         this Plan if, at the time of the grant of such Award, such person is an
         Eligible Person.

                  (b) Incentive Stock Options may be granted only to Employees
         who, at the date of granting of such Incentive Stock Options, are
         Employees of the Company or a Parent Corporation or a Subsidiary
         Corporation, and otherwise meet the employment requirements of Section
         422 of the IRC, or a similar statute governing Incentive Stock Options.

                  (c) Notwithstanding anything to the contrary herein, the
         Administering Body may, in its discretion, in order to fulfill the
         purposes of this Plan, modify grants of Awards to Recipients who are
         foreign nationals or employed outside of the United States to recognize
         differences in applicable law, tax policy or local custom.

         5.2 AWARD AGREEMENTS.

                  (a) Each Award granted under this Plan shall be evidenced by
         an Award Agreement duly executed on behalf of the Company and by the
         Recipient or, in the Administering Body's discretion, a confirming
         memorandum issued by the Company to the Recipient, setting forth such
         terms and conditions applicable to such Award as the Administering Body
         may in its discretion determine. Award Agreements may but need not be
         identical and shall comply with and be subject to the terms and
         conditions of this Plan, a copy of which shall be provided to each
         Recipient and incorporated by reference into each Award Agreement. Any
         Award Agreement may contain such other terms, provisions and conditions
         not inconsistent with this Plan as may be determined by the
         Administering Body.

                  (b) In case of any conflict between this Plan and any Award
         Agreement, this Plan shall control except as specifically provided in
         the Award Agreement.

                  (c) In case of any conflict between this Plan and any Award
         Agreement, on the one hand, and any Employment Agreement between a
         Recipient and either the Company and/or an Affiliated Entity, on the
         other hand, the terms and conditions of the Employment Agreement with
         such Recipient shall apply with respect to those items specifically
         addressed in the Employment Agreement.


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                  (d) In consideration of the granting of an Award under this
         Plan and if requested by the Company, the Recipient shall agree, in the
         Award Agreement, to remain in the employ of (or to consult for or to
         serve as a Director of, as applicable) the Company or any Affiliated
         Entity for a period of at least one (1) year (or such shorter period as
         may be fixed in the Award Agreement or by action of the Administering
         Body following grant of the Award) after the Award is granted (or, in
         the case of a Director, until the next annual meeting of shareholders
         of the Company).

         5.3 EXERCISE OF AWARDS. No Award granted hereunder shall be
issuable or exercisable, except in respect of whole shares, and fractional share
interests shall be disregarded. Not less than 100 shares of Common Stock (or
such other amount as is set forth in the applicable Award Agreement) may be
purchased or issued at one time upon exercise of a Stock Option, or under any
other Award, and Stock Options and other Awards must be exercised, issued or
purchased, as applicable, in multiples of 100 shares, unless the number of
shares purchased is the total number of shares at the time available under the
terms of the Award. An Award shall be deemed to be claimed or exercised when the
Secretary or other official of the Company designated by the Administering Body
receives appropriate written notice, on such form acceptable to the
Administering Body, from the Recipient, together with payment of the applicable
purchase or exercise price made in accordance with the Award Agreement and any
amounts required under SECTION 5.11 of this Plan. Notwithstanding any other
provision of this Plan, the Administering Body may impose, by rule and/or in
Award Agreements, such conditions upon the exercise of Awards (including,
without limitation, conditions limiting the time of exercise to specified
periods) as may be required to satisfy applicable regulatory requirements,
including, without limitation, Rule 16b-3 and Rule 10b-5 under the Exchange Act
or any other applicable law, regulation or rule, including, without limitation,
any other applicable requirements under the IRC, or the regulations or rules
promulgated thereunder.

         5.4 PAYMENT FOR AWARDS.

                  (a) Awards requiring payment of a purchase or exercise price
         shall be payable upon the exercise or purchase of such Award by
         delivery of legal tender of the United States or payment of such other
         consideration as the Administering Body may from time to time deem
         acceptable in any particular instance, including consideration pursuant
         to subparagraphs (b) and (c) of this SECTION 5.4.

                  (b) The Company may, in the discretion of the Administering
         Body, assist any Recipient (including, without limitation, any
         Employee, Director or Consultant) in the payment of the exercise price
         or other amounts payable in connection with the receipt or exercise of
         such Award, by lending such amounts to such person on such terms and at
         such rates of interest and upon such security (if any) as shall be
         approved by the Administering Body.

                  (c) In the discretion of the Administering Body, and subject
         to such limitations or conditions as it may prescribe, if permitted by
         applicable law, (i) payments for purchase or exercise of Awards may be
         by matured capital stock of the Company (I.E., capital stock owned
         longer than six (6) months by the person delivering such capital stock
         (or by such person and his or her spouse jointly) delivered in transfer


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         to the Company by or on behalf of the person exercising or purchasing
         the Award and duly endorsed in blank or accompanied by stock powers
         duly endorsed in blank, with signatures guaranteed in accordance with
         the Exchange Act if required by the Administering Body (valued at Fair
         Market Value as of the exercise or purchase date), or such other
         consideration as the Administering Body may from time to time in the
         exercise of its discretion deem acceptable in any particular instance;
         (ii) the Administering Body may allow the exercise of Stock Options in
         a broker-assisted or similar transaction in which the exercise price is
         not received by the Company until promptly after exercise, (iii) the
         Administering Body may allow the exercise of Stock Options pursuant to
         a cashless exercise program implemented by the Company in connection
         with this Plan; and/or (iv) the Administering Body may allow the
         Company to loan the applicable purchase or exercise price to the
         Recipient, if the purchase or exercise will be followed by a prompt
         sale of some or all of the underlying shares and a portion of the sale
         proceeds is dedicated to full payment of the purchase or exercise price
         and amounts required pursuant to SECTION 5.11 of this Plan.

         5.5 NO EMPLOYMENT OR OTHER CONTINUING RIGHTS. Nothing contained in
this Plan (or in any Award Agreement or in any other agreement or document
related to this Plan or to Awards granted hereunder) shall confer upon (a) any
Eligible Person or Recipient any right to continue in the employ (or other
business relationship) of the Company or any Affiliated Entity or constitute any
contract or agreement of employment or business relationship, or interfere in
any way with the right of the Company or any Affiliated Entity to reduce such
person's compensation or other benefits or to terminate the employment or
business relationship of such Eligible Person or Recipient, with or without
cause; or (b) any Recipient any right to exercise or claim his or her Award
otherwise than in accordance with the express terms and conditions of his or her
Award Agreement and this Plan. Except as expressly provided in this Plan or in
any Award Agreement pursuant to this Plan, the Company and any Affiliated
Entity, as applicable, shall have the right to deal with each Recipient in the
same manner as if this Plan and any such Award Agreement did not exist,
including, without limitation, with respect to all matters related to the
hiring, retention, discharge, compensation and conditions of the employment or
business relationship of the Recipient. Any questions as to whether and when
there has been a termination of a Recipient's employment or business
relationship, the reason (if any) for such termination, and/or the consequences
thereof under the terms of this Plan or any statement evidencing the grant of
Awards pursuant to this Plan shall be determined by the Administering Body, and
the Administering Body's determination thereof shall be final, conclusive and
binding upon all persons and entities.

         5.6 RESTRICTIONS UNDER APPLICABLE LAWS AND REGULATIONS.

                  (a) All Awards granted under this Plan shall be subject to the
         requirement that, if at any time the Company shall determine, in its
         discretion, that the listing, registration or qualification of the
         shares subject to any such Award granted under this Plan upon any
         securities exchange or under any federal, state or foreign law, or the
         consent or approval of any government regulatory body, is necessary or
         desirable as a condition of, or in connection with, the granting of
         such Awards or the issuance, if any, or purchase of shares in
         connection therewith, such Awards may not be granted or exercised as a


                                     PAGE 9
<PAGE>

         whole or in part unless and until such listing, registration,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Administering Body. During
         the term of this Plan, the Company will use reasonable efforts to seek
         to obtain from the appropriate regulatory agencies any requisite
         qualifications, consents, approvals or authorizations in order to issue
         and sell such number of shares of its Common Stock as shall be
         sufficient to satisfy the requirements of this Plan. The inability of
         the Company to obtain from any such regulatory agency having
         jurisdiction thereof the qualifications, consents, approvals or
         authorizations deemed by the Company to be necessary for the lawful
         issuance and sale of any shares of its Common Stock hereunder shall
         relieve the Company of any liability in respect of the nonissuance or
         sale of such stock as to which such requisite qualification, consent,
         approval or authorization shall not have been obtained.

                  (b) The Company shall be under no obligation to register or
         qualify the issuance of Awards or underlying shares of Common Stock
         under the Securities Act or applicable state securities laws. Unless
         the shares of Common Stock applicable to any such Award have been
         registered under the Securities Act and qualified or registered under
         applicable state securities laws, the Company shall be under no
         obligation to issue any shares of Common Stock covered by any Award
         unless the Award and underlying shares of Common Stock, as applicable,
         may be issued pursuant to applicable exemptions from such registration
         or qualification requirements. In connection with any such exempt
         issuance, the Administering Body may require the Recipient to provide a
         written representation and undertaking to the Company, satisfactory in
         form and scope to the Administering Body and upon which the Company may
         reasonably rely, that such Recipient is acquiring such shares of Common
         Stock for his or her own account, as an investment and not with a view
         to, or for sale in connection with, the distribution of any such shares
         of Common Stock, and that such person will make no transfer of the same
         except in compliance with any rules and regulations in force at the
         time of such transfer under the Securities Act and other applicable
         law, and that if shares of Common Stock are issued under this Plan
         without such registration, a legend to this effect (together with any
         other legends deemed appropriate by the Administering Body) may be
         endorsed upon the certificates evidencing the shares of Common Stock so
         issued. The Administering Body may also order its transfer agent to
         stop transfers of such shares. The Administering Body may also require
         the Recipient to provide the Company such information and other
         documents as the Administering Body may request in order to satisfy the
         Administering Body as to the investment sophistication and experience
         of the Recipient and as to any other conditions for compliance with any
         such exemptions from registration or qualification.

         5.7 ADDITIONAL CONDITIONS. The grant and/or exercise of an Award
and the issuance of shares in connection with the exercise of an Award may also
be conditioned upon or subject to such other provisions (whether or not
applicable to any other Award or Eligible Person) as the Administering Body, in
its sole discretion, determines appropriate, in accordance with this Plan and
the Award Agreement, including, without limitation, (a) provisions to assist the
Recipient in financing the purchase of Common Stock issuable as a result of such
Award, (b) provisions for the forfeiture of or restrictions on resale or other
disposition of shares of Common Stock acquired under any Award, (c) provisions


                                    PAGE 10
<PAGE>

giving the Company the right to repurchase shares of Common Stock acquired under
any Award in the event the Recipient elects to dispose of such shares, (d)
provisions to comply with federal and state securities laws and federal, state
or foreign income or employment tax withholding requirements, (e) provisions
conditioned upon the declaration of effectiveness by the SEC of a registration
statement relating to a primary offering of the Common Stock, filed by the
Company with the SEC under the Securities Act, (f) provisions conditioned upon
the satisfaction of withholding tax or other withholding liabilities, (g)
provisions conditioned upon the listing, registration or qualification of any
to-be-issued shares upon any securities exchange, any NASDAQ or other trading or
quotation system or under any state or federal law, (h) provisions conditioned
upon the consent or approval of any regulatory body, (i) provisions conditioned
upon the execution of a lock-up agreement with one or more prospective
underwriters or (j) provisions conditioned upon the execution of a buy-sell or
shareholders agreement with other shareholders of the Company. The Administering
Body shall, in its sole discretion, determine whether any one or more of these
conditions is necessary or desirable to be satisfied in connection with the
exercise of an Award or the delivery or purchase of shares pursuant to the
exercise of an Award. If the Administering Body determines that any one or more
of the foregoing conditions must be satisfied, the exercise of an Award shall
not be effective unless and until such condition shall have been satisfied free
of any conditions not acceptable to the Administering Body in its sole
discretion.

         5.8 NO PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise set
forth herein, a Recipient shall have no rights as a shareholder with respect to
any shares issuable or issued in connection with an Award until the date of the
exercise of the Stock Option, or issuance or purchase of shares in accordance
with the Award Agreement and this Plan, as the case may be, and the receipt by
the Company of all amounts payable in connection with the purchase, issuance or
exercise, as applicable, of the Award, the satisfaction or waiver of all
applicable performance goals and performance by the Recipient of all conditions
and obligations applicable to the Award, in accordance with this Plan and the
applicable Award Agreement. Status as an Eligible Person shall not be construed
as a commitment that any Award will be granted under this Plan to an Eligible
Person or to Eligible Persons generally. No person shall have any right, title
or interest in any fund or in any specific asset (including shares of capital
stock) of the Company by reason of any Award granted hereunder. Neither this
Plan (nor any documents related hereto) nor any action taken pursuant hereto (or
thereto) shall be construed to create a trust of any kind or a fiduciary
relationship between the Company and any Person. To the extent that any Person
acquires any right with respect to Awards hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Company.

         5.9 TRANSFERABILITY OF AWARDS.

                  (a) Except as otherwise provided by this SECTION 5.9 or by the
         Administering Body, no Award under this Plan may be sold, pledged,
         assigned, transferred, encumbered, alienated, hypothecated or otherwise
         disposed of (whether voluntarily or involuntarily or by operation of
         law by judgment, levy, attachment, garnishment or any other legal or
         equitable proceedings (including bankruptcy)) in any manner other than
         by will or the laws of descent and distribution or, subject to the
         consent of the Administering Body, pursuant to a DRO, unless and until
         such Award has been exercised, if applicable, and the shares of Common


                                    PAGE 11
<PAGE>

         Stock underlying such Award have been issued, and all restrictions
         applicable to such shares have lapsed, and no Award or interest or
         right therein shall be liable for the debts, contracts, liabilities or
         contractual obligations of the Recipient thereof. Any attempted
         disposition of an Award or any interest therein shall be null and void
         and of no effect, except to the extent that such disposition is
         permitted by the preceding sentence.

                  (b) Except as otherwise provided by the Administering Body,
         during the lifetime of a Recipient, only he or his court appointed
         guardian may exercise an Award (or any portion thereof) granted to him
         under this Plan, unless it has been transferred in accordance with
         paragraph (c) of this SECTION 5.9 or, with the consent of the
         Administering Body, pursuant to a DRO. After the death of a Recipient,
         any exercisable or vested but unpaid portion of an Award may, prior to
         the time when such portion becomes unexercisable or is terminated or
         expires under this Plan or the applicable Award Agreement, be exercised
         by or paid to the beneficiary most recently named by such Recipient in
         a written designation thereof filed with the Company, to the extent
         permitted by the Recipient's Award Agreement, or, in the absence of a
         validly designated beneficiary, his or her personal representative or
         by any person empowered to do so under the deceased Recipient's will or
         under the then applicable laws of descent and distribution. In the
         event any Award is to be exercised by, or paid to, the executors,
         administrators, heirs or distributees of the estate of a deceased
         Recipient, or such Recipient's beneficiary, or an incapacitated
         Recipient's guardian, or the transferee of such Award, in any case
         pursuant to the terms and conditions of this Plan and the applicable
         Award Agreement, and in accordance with such terms and conditions as
         may be specified from time to time by the Administering Body, the
         Company shall be under no obligation to issue shares of Common Stock or
         make any payment under such Award unless and until the Administering
         Body is satisfied that the person or persons exercising or to receive
         payment under such Award is the duly appointed legal representative of
         the deceased Recipient's estate or the proper legatee or distributees
         thereof.

                  (c) The Administering Body may, in its discretion, permit the
         transfer of an Award to, exercise of an Award by, or payment of an
         Award to, a person other than the Recipient who received the grant of
         such Award in accordance with and/or under the Award Agreement and such
         terms and conditions as the Administering Body may specify from time to
         time.

                  (d) Notwithstanding the foregoing, no Stock Option owned by a
         Recipient subject to Section 16 of the Exchange Act may be assigned or
         transferred in any manner inconsistent with Rule 16b-3, and Incentive
         Stock Options (or other Stock Options subject to transfer restrictions
         under the IRC) may not be assigned or transferred if such assignment or
         transfer would cause such an Incentive Stock Option to fail to qualify
         under Section 422 of the IRC (or any comparable or successor provision)
         or the regulations thereunder.

         5.10 INFORMATION TO RECIPIENTS.


                                    PAGE 12
<PAGE>

                  (a) The Administering Body in its sole discretion shall
         determine what, if any, financial and other information shall be
         provided to Recipients and when such financial and other information
         shall be provided after giving consideration to applicable federal,
         state and foreign laws, rules and regulations, including, without
         limitation, applicable federal, state and foreign securities laws,
         rules and regulations.

                  (b) The furnishing of financial and other information that is
         confidential to the Company shall be subject to the Recipient's
         agreement that the Recipient shall maintain the confidentiality of such
         financial and other information, shall not disclose such information to
         third parties, and shall not use the information for any purpose other
         than evaluating an investment in the Company's securities under this
         Plan. The Administering Body may impose other restrictions on the
         access to and use of such confidential information and may require a
         Recipient to acknowledge the Recipient's obligations under this SECTION
         5.10(B) (which acknowledgment shall not be a condition to the
         Recipient's obligations under this SECTION 5.10(B)).

         5.11 WITHHOLDING TAXES. Whenever the granting, vesting, exercise or
payment of any Award granted under this Plan, or the transfer of any shares
issued upon exercise of any Award, gives rise to tax or tax withholding
liabilities or obligations, the Administering Body shall have the right, as a
condition to the issuance of any shares of Common Stock under, or other payment
of, such Award, to require the Recipient to remit to the Company an amount
sufficient to satisfy such federal, state, local and foreign tax requirements,
and the Company or any Affiliated Entity shall, to the extent permitted by
applicable law, have the right to deduct any such taxes from any payment of any
kind otherwise due to such Recipient. The Administering Body may, in the
exercise of its discretion, permit a Recipient to satisfy such tax withholding
requirements by (a) delivery to the Company of Common Stock owned by such
Recipient (or by such Recipient and his or her spouse jointly) or (b) electing
withholding by the Company of a portion of the Common Stock otherwise issuable
in connection with such Recipient's Award (PROVIDED, HOWEVER, that the amount of
any Common Stock so withheld shall not exceed the amount necessary to satisfy
required federal, state, local and foreign withholding obligations using the
minimum statutory rate), to the extent permitted by applicable law and pursuant
to procedures approved by the Administering Body.

         5.12 LEGENDS ON COMMON STOCK CERTIFICATES. Each certificate
representing shares acquired as a result of any Award granted hereunder shall be
endorsed with all legends, if any, required by applicable federal and state
securities or other laws or agreements or the Administering Body to be placed on
the certificate. The determination of which legends, if any, shall be placed
upon such certificates shall be made by the Administering Body in its sole
discretion and such decision shall be final and binding.

         5.13 EFFECT OF TERMINATION OF EMPLOYMENT ON AWARDS - EMPLOYEES ONLY.

                  (a) TERMINATION FOR JUST CAUSE DISMISSAL. Subject to SECTION
         5.13(C), and except as otherwise provided in a written agreement
         (including, without limitation, any Award Agreement) between the
         Company and/or an Affiliated Entity and the Recipient, which may be
         entered into at any time before or after termination of employment of


                                    PAGE 13
<PAGE>

         the Recipient, in the event of a Just Cause Dismissal of an Employee
         Recipient from employment with the Company or any Affiliated Entity,
         all of the Recipient's unvested Awards shall be terminated and become
         void, and all of the Recipient's unexercised Awards (whether or not
         vested) shall be forfeited, expire and become void, as of the date of
         such Just Cause Dismissal.

                  (b) TERMINATION OTHER THAN FOR JUST CAUSE DISMISSAL. Subject
         to SECTION 5.13(C), and except as otherwise provided in a written
         agreement (including, without limitation, any Award Agreement) between
         the Company and/or an Affiliated Entity and the Recipient, which may be
         entered into at any time before or after termination of employment, in
         the event of an Employee Recipient's termination of employment with the
         Company or any Affiliated Entity for:

                           (i) any reason other than for Just Cause Dismissal,
                  death, Permanent Disability or Retirement, the Recipient's
                  unvested and/or unexercised Awards, whether or not vested,
                  shall expire and become void as of the earlier of (A) the date
                  such Awards would have expired in accordance with their terms
                  had the Recipient remained employed and (B) three (3) months
                  after the date of such termination; or

                           (ii) death, Permanent Disability or Retirement, the
                  Recipient's unvested and/or unexercised, whether or not
                  vested, Awards shall expire and become void as of the earlier
                  of (A) the date such Awards would have expired in accordance
                  with their terms had the Recipient remained employed and (B)
                  one (1) year after the date of such termination; PROVIDED,
                  HOWEVER, that the one-year period provided in (B) shall be
                  three (3) months for Incentive Stock Options following
                  termination of employment for Retirement.

                  (c) ALTERATION OF VESTING AND EXERCISE PERIODS.
         Notwithstanding anything to the contrary in SECTION 5.13(A) or SECTION
         5.13(B), the Administering Body may in its discretion designate shorter
         or longer periods to claim or otherwise exercise Awards following a
         Recipient's termination of employment with the Company or any
         Affiliated Entity; PROVIDED, HOWEVER, that any shorter periods
         determined by the Administering Body shall be effective only if
         provided for in the Award Agreement that evidences the Recipient's
         Award or if such shorter period is agreed to in writing between the
         Recipient and the Company. Notwithstanding anything to the contrary
         herein, Awards shall be claimed, paid or exercisable by a Recipient
         following such Recipient's termination of employment with the Company


                                    PAGE 14
<PAGE>

         or any Affiliated Entity only to the extent that installments thereof
         had become exercisable or on or prior to the date of such termination;
         and PROVIDED FURTHER that the Administering Body may, in its
         discretion, elect to accelerate the vesting or exercisability of, or
         lapse of restrictions applicable to, all or any portion of any Awards
         that had not become vested or exercisable on or prior to the date of
         such termination, in the event of a termination of employment due to
         the Recipient's death or Permanent Disability, or, except with respect
         to any Award intended to qualify as Performance-Based Compensation, in
         the event of Retirement or otherwise. Furthermore, at any time prior to
         a Recipient's termination of employment with the Company or any
         Affiliated Entity, the Administering Body may, in its discretion,
         accelerate the vesting or exercisability, or waive or, subject to the
         other provisions of this Plan, amend any and all of the goals,
         restrictions or conditions imposed under any Award; PROVIDED, HOWEVER,
         no such acceleration, waiver or amendment shall cause any Award
         otherwise intended to qualify as Performance-Based Compensation to fail
         to so qualify.

         5.14 EFFECT OF TERMINATION OF BUSINESS RELATIONSHIP ON AWARDS
- NON-EMPLOYEES ONLY.

                  (a) TERMINATION OF BUSINESS RELATIONSHIP. Subject to SECTION
         5.14(B), and except as otherwise provided in a written agreement
         between the Company and/or an Affiliated Entity and the Recipient,
         which may be entered into at any time before or after termination of
         the business relationship with the Recipient, in the event of the
         termination of any non-Employee Recipient's business relationship with
         the Company or any Affiliated Entity (including any such Recipient who
         is a Director, but not also an Employee), all of the Recipient's
         unvested Awards shall be terminated and become void, and all of the
         Recipient's unexercised Awards (whether or not vested) shall be
         forfeited, expire and become void as of the earlier of (i) the date
         such Awards would expire in accordance with their terms had the
         Recipient remained in the business relationship with the Company or
         such Affiliated Entity and (ii)(A) one (1) year after such termination
         as a result of death or Permanent Disability and (B) three (3) months
         after such termination for any other reason.

                  (b) ALTERATION OF VESTING AND EXERCISE PERIODS.
         Notwithstanding anything to the contrary in SECTION 5.14(A), the
         Administering Body may, in its discretion, designate shorter or longer
         periods to claim or otherwise exercise Awards following a non-Employee
         Recipient's termination of business relationship with the Company or
         any Affiliated Entity; PROVIDED, HOWEVER, that any shorter periods
         determined by the Administering Body shall be effective only if
         provided for in the Award Agreement that evidences the Recipient's
         Award or if such shorter period is agreed to in writing by the
         Recipient. Notwithstanding anything to the contrary herein, Awards
         shall be claimed, paid or exercisable by a Recipient following such
         Recipient's termination of business relationship with the Company or
         any Affiliated Entity only to the extent that the installments thereof
         had become exercisable or vested on or prior to the date of such
         termination; and provided further that the Administering Body may, in
         its discretion, elect to accelerate the vesting or exercisability of,
         or lapse of restrictions applicable to, all or any portion of any
         Awards that had not become vested or exercisable on or prior to the
         date of such termination. Furthermore, at any time prior to a
         Recipient's termination of business relationship with the Company or
         any Affiliated Entity, the Administering Body may, in its discretion,
         accelerate the vesting or exercisability, or waive or, subject to the
         other provisions of this Plan, amend any and all of the goals,
         restrictions or conditions imposed under any Award.

         5.15 TRANSFER; LEAVE OF ABSENCE. For purposes of this Plan, the
transfer by a Recipient to the employment or business relationship of (i) the
Company from an Affiliated Entity, (ii) from the Company to an Affiliated Entity
or (iii) from one Affiliated Entity to another Affiliated Entity (including,


                                    PAGE 15
<PAGE>

with respect to Consultants, the assignment between the Company and an
Affiliated Entity or between two Affiliated Entities, as applicable, of an
agreement pursuant to which such services are rendered) or, with respect solely
to Employees, an approved leave of absence for military service, sickness, or
for any other purpose approved by the Company, shall not be deemed a termination
of employment or business relationship of such Recipient, as the case may be;
PROVIDED, HOWEVER, that a change in status of a Recipient from an Employee to a
Consultant, or to a Director who is not an Employee, shall be considered a
termination of such Recipient's employment with the Company or an Affiliated
Entity for purposes of this Plan and such Recipient's Awards, except to the
extent that the Administering Body determines, in its discretion, otherwise with
respect to any Award that is not an Incentive Stock Option. In no event,
however, shall an Award be exercisable after the date such Award would expire in
accordance with its terms had the Recipient remained continuously employed or
engaged in the service of the Company or an Affiliated Entity. Whether a
Recipient's employment or service with the Company or any Affiliated Entity has
terminated, and, if so, whether such termination constituted Just Cause
Dismissal, shall be determined by the Administering Body, in its good faith
discretion, in accordance with this Plan, and any such determination shall be
final, binding and conclusive upon all persons and entities.

         5.16 LIMITS ON AWARDS TO CERTAIN ELIGIBLE PERSONS.

                  (a) LIMITATIONS APPLICABLE TO IRC SECTION 162(M) PARTICIPANTS.
         Notwithstanding any other provision of this Plan, in order for the
         compensation attributable to Awards hereunder to qualify as
         Performance-Based Compensation, no one Eligible Person shall be granted
         any one or more Awards with respect to more than five million
         (5,000,000) shares of Common Stock in any one calendar year. The
         limitation set forth in this SECTION 5.16(A) shall be subject to
         adjustment as provided in SECTION 3.4 or SECTION 4.5(B) and Article 7,
         but only to the extent such adjustment would not affect the status of
         compensation attributable to Awards hereunder as Performance-Based
         Compensation. To the extent required by Section 162(m) of the IRC,
         shares of Common Stock subject to Awards which are canceled shall
         continue to be counted against such limitation and if, after the grant
         of an Award, the price of shares subject to such Award is reduced and
         the transaction is treated as a cancellation of the Award and a grant
         of a new Award, both the Award deemed to be canceled and the Award
         deemed to be granted shall be counted against such limitation.

                  (b) LIMITATIONS APPLICABLE TO SECTION 16 PERSONS.
         Notwithstanding any other provision of this Plan, this Plan, and any
         Award granted or awarded to any individual who is then subject to
         Section 16 of the Exchange Act, shall be subject to any additional
         limitations set forth in any applicable exemptive rule under Section 16
         of the Exchange Act (including Rule 16b-3) that are requirements for
         the application of such exemptive rule. To the extent permitted by
         applicable law, this Plan and Awards granted or awarded hereunder shall
         be deemed amended to the extent necessary to conform to such applicable
         exemptive rule.

         5.17 PERFORMANCE-BASED COMPENSATION. If the amount of compensation
an Eligible Person may receive under any Award is not based solely on an
increase in the value of Common Stock after the date of grant, the Administering


                                    PAGE 16
<PAGE>

Body, in order to qualify such Awards as Performance-Based Compensation, may
condition the payment, granting, vesting or exercisability or purchase price of
such Awards on the attainment of one or more pre-established, objective
performance goals that are determined over a measurement period or periods
established by the Administering Body and relate to one or more Performance
Criteria. The Administering Body shall establish and administer any such
performance goals. Payment of compensation in respect of any such Award shall
not be made unless and until the Administering Body certifies in writing that
the applicable Performance Criteria, performance goals and any other material
terms of such Award were in fact satisfied, except as otherwise provided by the
Administering Body in accordance with this Plan and the applicable Award
Agreement in the event of termination of a Recipient's employment or service
with the Company or an Affiliated Entity due to death or Disability or in the
event of a Change in Control.

6. STOCK OPTIONS

         6.1 NATURE OF STOCK OPTIONS. Subject to the limitations provided
otherwise herein, Stock Options may be Incentive Stock Options or Non-qualified
Stock Options. Each Award Agreement relating to a Stock Option shall state
whether such Option will be treated as an Incentive Stock Option or a
Non-qualified Stock Option.

         6.2 OPTION EXERCISE PRICE. The exercise price for each Stock
Option shall be determined by the Administering Body as of the date such Stock
Option is granted and shall be stated in the Award Agreement. The exercise price
of each Incentive Stock Option shall be no less than the Fair Market Value of
the Common Stock subject to the Option on the date such option is granted;
PROVIDED, HOWEVER, that the Administering Body may, in its discretion, with the
consent of the Recipient in the case of an Incentive Stock Option, amend the
terms of any Stock Option not intended to qualify as Performance-Based
Compensation to provide that the exercise price of the shares remaining subject
to the Stock Option shall be reestablished at a price not less than 100% of the
Fair Market Value of the Common Stock on the effective date of the amendment.

         6.3 OPTION PERIOD AND VESTING. Stock Options granted hereunder
shall vest and may be exercised as determined by the Administering Body and
stated in the Award Agreement, except that exercise of such Stock Options after
termination of the Recipient's employment or business relationship shall be
subject to SECTION 5.13 or 5.14, as the case may be. Each Stock Option granted
hereunder and all rights or obligations thereunder shall expire on such date as
shall be determined by the Administering Body, but not later than ten (10) years
after the date the Stock Option is granted and shall be subject to earlier
termination as provided herein or in the Award Agreement. The Administering Body
may, in its discretion at any time and from time to time after the grant of a
Stock Option, accelerate vesting of such Stock Option as a whole or in part by
increasing the number of shares then purchasable, provided that the total number
of shares subject to such Stock Option may not be increased. Except as otherwise
provided herein, a Stock Option shall become exercisable, as a whole or in part,
on the date or dates, or upon satisfaction of such conditions, specified by the
Administering Body and thereafter shall remain exercisable until the expiration
or earlier termination of the Stock Option.


                                    PAGE 17
<PAGE>

         6.4 SPECIAL PROVISIONS REGARDING INCENTIVE STOCK OPTIONS.

                  (a) Notwithstanding anything in this Article 6 to the
         contrary, the exercise price and vesting Period of any Stock Option
         intended to qualify as an Incentive Stock Option shall comply with the
         provisions of Section 422 of the IRC and the regulations thereunder. As
         of the Effective Date, such provisions require, among other matters,
         that (i) the exercise price must not be less than the Fair Market Value
         of the underlying stock as of the date the Incentive Stock Option is
         granted, and not less than 110% of the Fair Market Value as of such
         date in the case of a grant to a Significant Shareholder; and (ii) that
         the Incentive Stock Option not be exercisable after the expiration of
         five (5) years from the date of grant in the case of an Incentive Stock
         Option granted to a Significant Shareholder.

                  (b) The aggregate Fair Market Value (determined as of the
         respective date or dates of grant) of the Common Stock for which one or
         more Incentive Stock Options granted to any Recipient under this Plan
         (or any other option plan of the Company or an Affiliated Entity) may
         for the first time become exercisable as "incentive stock options"
         under the IRC during any one calendar year shall not exceed $100,000.

                  (c) Any Options granted as Incentive Stock Options pursuant to
         this Plan that for any reason fail or cease to qualify as such shall be
         treated as Non-qualified Stock Options.

         6.5 RELOAD OPTIONS. At the discretion of the Administering Body,
Stock Options granted pursuant to this Plan may include a "reload" feature
pursuant to which a Recipient exercising a Stock Option by the delivery of a
number of shares of matured capital stock in accordance with SECTION 5.4(C)
hereof and the Award Agreement would automatically be granted an additional
Stock Option (with an exercise price equal to the Fair Market Value of the
Common Stock on the date the additional Stock Option is granted and with the
same expiration date as the original Stock Option being exercised, and with such
other terms as the Administering Body may provide) to purchase that number of
shares of Common Stock equal to the number delivered to exercise the original
Stock Option.

         6.6 RESTRICTIONS The Administering Body, in its sole and absolute
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of a Stock Option as it deems
appropriate. Any such restriction shall be set forth in the respective Award
Agreement and may be referred to on the certificates evidencing such shares. The
Recipient shall give the Company prompt notice of any disposition of shares of
Common Stock acquired by exercise of an Incentive Stock Option within (i) two
years from the date of granting (including the date the Option is modified,
extended or renewed for purposes of Section 424(h) of the IRC) such Option to
such Recipient or (ii) one year after the transfer of such shares to such
Recipient.


                                    PAGE 18
<PAGE>

7.       REORGANIZATIONS

         7.1 CORPORATE TRANSACTIONS NOT INVOLVING A CHANGE IN CONTROL. If
the Company shall consummate any Reorganization not involving a Change in
Control in which holders of shares of Common Stock are entitled to receive in
respect of such shares any securities, cash or other consideration (including
without limitation a different number of shares of Common Stock), each Award
outstanding under this Plan shall thereafter be claimed or exercisable, in
accordance with this Plan, only for the kind and amount of securities, cash
and/or other consideration receivable upon such Reorganization by a holder of
the same number of shares of Common Stock as are subject to that Award
immediately prior to such Reorganization, and any adjustments will be made to
the terms of the Award, and the underlying Award Agreement, in the sole
discretion of the Administering Body as it may deem appropriate to give effect
to the Reorganization.

         7.2 CORPORATE TRANSACTIONS INVOLVING A CHANGE IN CONTROL. As of
the effective time and date of any Change in Control, this Plan and any then
outstanding Awards (whether or not vested) shall automatically terminate unless
(a) provision is made in writing in connection with such transaction for the
continuance of this Plan and for the assumption of such Awards, or for the
substitution for such Awards of new grants covering the securities of a
successor entity or other party to the transaction resulting in such Change in
Control or an affiliate thereof, with appropriate adjustments as to the number
and kind of securities and exercise prices, in which event this Plan and such
outstanding Awards shall continue or be replaced, as the case may be, in the
manner and under the terms provided by the Administering Body and/or in any
written agreement relating to such Change in Control transaction; or (b) the
Board otherwise has provided or shall provide in writing for such adjustments as
it deems appropriate in the terms and conditions of the then-outstanding Awards
(whether or not vested), including without limitation (i) accelerating the
vesting or exercisability of outstanding Awards and/or (ii) providing for the
cancellation of Awards and their automatic conversion into the right to receive
the securities, cash and/or other consideration that a holder of the shares
underlying such Awards would have been entitled to receive upon consummation of
such Change in Control had such shares been issued and outstanding immediately
prior to the effective date and time of the Change in Control (net of the
appropriate option exercise prices). If, pursuant to the foregoing provisions of
this SECTION 7.2, this Plan and any outstanding Awards granted hereunder shall
terminate by reason of the occurrence of a Change in Control without provision
for any of the actions described in clause (a) or (b) hereof, then any Recipient
holding outstanding Awards shall have the right, at such time immediately prior
to the consummation of the Change in Control as the Administering Body shall
designate, to convert, claim or exercise, as applicable, the Recipient's Awards
to the full extent not theretofore converted, claimed or exercised, including
any installments which have not yet become vested or exercisable.

8.       DEFINITIONS

Capitalized terms used in this Plan and not otherwise defined shall have the
meanings set forth below:


                                    PAGE 19
<PAGE>

"ADMINISTERING BODY" means the Board as long as no Stock Plan Committee has been
appointed and is in effect and shall mean the Stock Plan Committee as long as
the Stock Plan Committee is appointed and in effect.

"AFFILIATED ENTITY" means any (i) any corporation or limited liability company,
other than the Company, in an unbroken chain of corporations or limited
liability companies ending with the Company if each corporation or limited
liability company owns stock or membership interests (as applicable) possessing
more than fifty percent (50%) of the total combined voting power of all classes
of stock in one of the other corporations or limited liability companies in such
chain; (ii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is more than fifty percent (50%)
controlled (whether by ownership of stock, assets or an equivalent ownership
interest or voting interest) by the Company or another Affiliated Entity; or
(iii) any other entity, approved by the Administering Body as an Affiliated
Entity under the Plan, in which the Company or any other Affiliated Entity has a
material equity interest.

"AWARD" OR "AWARDS," except where referring to a particular category or grant
under this Plan, shall include Incentive Stock Options and Non-qualified Stock
Options.

"AWARD AGREEMENT" means the agreement or confirming memorandum setting forth the
terms and conditions of the Award.

"BOARD" means the Board of Directors of the Company.

"CHANGE IN CONTROL" means the following and shall be deemed to occur if any of
the following events specified in clauses (a), (b), (c) or (d) occur:

                  (a) Any Person becomes, after the Effective Date, the
         beneficial owner (within the meaning of Rule 13d-3 promulgated under
         the Exchange Act), directly or indirectly, of fifty percent (50%) or
         more of the combined voting power of the Company's then outstanding
         securities; or

                  (b) During any period of two (2) consecutive years,
         individuals, who at the beginning of such period, constitute the Board
         and any new Director of the Company (other than a Director designated
         by a person who has entered into an agreement with the Company to
         effect a transaction described in clause (a), (c) or (d) of this
         definition) whose election by the Board or nomination for election by
         the Company's shareholders was approved by a vote of at least
         two-thirds (2/3rds) of the Directors of the Company then still in
         office who either were Directors of the Company at the beginning of the
         two-year period or whose election or nomination for election was
         previously so approved, cease for any reason to constitute at least a
         majority of the Board;

                  (c) A merger or consolidation of the Company with any other
         corporation, other than a merger or consolidation that would result in
         the voting securities of the Company outstanding immediately prior
         thereto continuing to represent (either by remaining outstanding or by
         being converted into voting securities of the surviving entity) more


                                    PAGE 20
<PAGE>

         than fifty percent (50%) of the combined voting power of the voting
         securities of the Company or such surviving entity outstanding
         immediately after such merger or consolidation; PROVIDED, however, that
         a merger or consolidation effected to implement a recapitalization of
         the Company (or similar transaction) in which no person acquires more
         than fifty percent (50%) of the combined voting power of the Company's
         then outstanding securities or a merger or consolidation primarily
         effected to change the Company's jurisdiction of incorporation shall
         not constitute a Change in Control, and provided further a merger or
         consolidation in which the Company is the surviving entity (other than
         as a wholly owned subsidiary of another entity) and in which the Board
         of Directors of the Company or the successor to the Company after
         giving effect to the merger or consolidation, is comprised of a
         majority of members who are either (x) Directors of the Company
         immediately preceding the merger or consolidation, or (y) appointed to
         the Board of Directors by the Company (or the Board) as an integral
         part of such merger or consolidation, shall not constitute a Change in
         Control; or

                  (d) Approval by the shareholders of the Company or any order
         by a court of competent jurisdiction of a plan of liquidation of the
         Company, or the sale or disposition by the Company of all or
         substantially all of the Company's assets other than (i) the sale or
         disposition of all or substantially all of the assets of the Company to
         a person or persons who beneficially own, directly or indirectly, at
         least fifty percent (50%) or more of the combined voting power of the
         outstanding voting securities of the Company at the time of the sale;
         or (ii) pursuant to a dividend in kind or spin-off type transaction,
         directly or indirectly, of such assets to the shareholders of the
         Company;

                  (e) Notwithstanding the foregoing, a Change in Control of the
         type described in clauses (b), (c) or (d) above shall be deemed to be
         completed on the date it occurs, and a Change in Control of the type
         described in clause (a) above shall be deemed to be completed as of the
         date the entity or group attaining fifty percent (50%) or greater
         ownership has elected its representatives to the Board of Directors
         and/or caused its nominees to become officers of the Company with the
         authority to terminate or alter the terms of any Employee's employment.

"COMMON STOCK" means the common stock of the Company, $.001 par value per share,
as constituted on the Effective Date, and as thereafter adjusted as a result of
any one or more events requiring adjustment of outstanding Awards under SECTION
3.4 above or any other provision of this Plan.

"COMPANY" means Rim Semiconductor Company, a Utah corporation, and its
successors.

"CONSULTANT" means any consultant or advisor if:

         (a) the consultant or advisor renders BONA FIDE services to the Company
         or any Affiliated Entity;


                                    PAGE 21
<PAGE>

         (b) the services rendered by the consultant or advisor are not in
         connection with the offer or sale of securities in a capital-raising
         transaction and do not directly or indirectly promote or maintain a
         market for the Company's securities; and

         (c) the consultant or advisor is a natural person who has contracted
         directly with the Company or an Affiliated Entity to render such
         services.

"DIRECTOR" means any person serving on the Board of the Company or the Board of
Directors of an Affiliated Entity irrespective of whether such person is also an
Employee of the Company or an Affiliated Entity.

"DRO" means a domestic relations order as defined by the IRC or Title I of ERISA
or the rules thereunder.

"EFFECTIVE DATE" means November 8, 2006, which is the date this Plan was adopted
by the Board.

"ELIGIBLE PERSON" shall include key Employees, Directors and Consultants of the
Company or of any Affiliated Entity.

"EMPLOYEE" means any officer or other employee (as defined in accordance with
Section 3401(c) of the IRC) of the Company or any Affiliated Entity.

"EMPLOYMENT AGREEMENT" means any agreement between the Company and an Employee
concerning the terms of the employment.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

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

"EXCHANGE ACT REGISTERED COMPANY" means that the Company has any class of any
equity security registered pursuant to Section 12 of the Exchange Act.

"EXPIRATION DATE" means the tenth anniversary of the Effective Date.

"FAIR MARKET VALUE" of a share of the Company's capital stock as of a particular
date shall be: (a) if the stock is listed on an established stock exchange or
exchanges (including for this purpose, the NASDAQ National Market), the closing
sale price of the stock quoted for such date as reported in the transactions
index of each such exchange, as published in THE WALL STREET JOURNAL and
determined by the Administering Body, or, if no sale price was quoted in any
such index for such date, then as of the next preceding date on which such a
sale price was quoted; or (b) if the stock is not then listed on an exchange or
the NASDAQ National Market, the average of the closing bid and asked prices per
share for the stock in the over-the-counter market as quoted on the NASDAQ Small
Cap Market on such date, or if not so quoted, on the OTC Bulletin Board on such
date; or (c) if the stock is not then listed on an exchange or quoted in the
over-the-counter market or the OTC Bulletin Board, an amount determined in good
faith by the Administering Body; PROVIDED, HOWEVER, that (i) when appropriate,
the Administering Body, in determining Fair Market Value of capital stock of the


                                    PAGE 22
<PAGE>

Company, may take into account such other factors as it may deem appropriate
under the circumstances and (ii) if the stock is traded on the NASDAQ Small Cap
Market and both sales prices and bid and asked prices are quoted or available,
the Administering Body may elect to determine Fair Market Value under either
clause (a) or (b) above. Notwithstanding the foregoing, the Fair Market Value of
capital stock for purposes of grants of Incentive Stock Options shall be
determined in compliance with applicable provisions of the IRC.

"INCENTIVE STOCK OPTION" means a Stock Option that qualifies as an incentive
stock option under Section 422 of the IRC, or any successor statute thereto.

"IRC" means the Internal Revenue Code of 1986, as amended.

"JUST CAUSE DISMISSAL" shall mean a termination of a Recipient's employment for
any of the following reasons: (a) the Recipient violates any reasonable rule or
regulation of the Board, the Company's Chief Executive Officer or the
Recipient's superiors that results in material damage to the Company or an
Affiliated Entity or which, after written notice to do so, the Recipient fails
to correct within a reasonable time; (b) any willful misconduct or gross
negligence by the Recipient in the material responsibilities assigned to the
Recipient; (c) any willful failure to perform the Recipient's job as required to
meet the objectives of the Company and/or an Affiliated Entity; (d) any wrongful
conduct of a Recipient that has a material adverse impact on the Company or an
Affiliated Entity or which constitutes a misappropriation of assets of the
Company or an Affiliated Entity; (e) the Recipient's performing services for any
other person or entity that competes with the Company and/or an Affiliated
Entity while the Recipient is employed by the Company or an Affiliated Entity,
without the express written approval of the Chief Executive Officer of the
Company or an Affiliated Entity, as applicable; or (f) any other conduct that
the Administering Body determines constitutes just cause for dismissal;
PROVIDED, HOWEVER, that if a Recipient is party to an Employment Agreement with
the Company and/or an Affiliated Entity providing for just cause dismissal (or
some comparable notion) of such Recipient from his or her employment with the
Company or an Affiliated Entity, "Just Cause Dismissal" for purposes of this
Plan shall have the same meaning as ascribed thereto or to such comparable
notion in such Employment Agreement.

"NON-EMPLOYEE DIRECTOR" means any director of the Company who qualifies as a
"non-employee director" within the meaning of Rule 16b-3.

"NON-QUALIFIED STOCK OPTION" means a Stock Option that is not an Incentive Stock
Option.

"OUTSIDE DIRECTOR" means an "outside director" as defined in the regulations
adopted under Section 162(m) of the IRC.

"PARENT CORPORATION" means any parent corporation of the Company as defined in
Section 424(e) of the IRC.

"PERFORMANCE-BASED COMPENSATION" means performance-based compensation as
described in Section 162(m)4(C) of the IRC.


                                    PAGE 23
<PAGE>

"PERFORMANCE CRITERIA" means the following business criteria with respect to the
Company, any Affiliated Entity or any division or operating unit of any thereof:
(a) income or net income, (b) pre-tax income, (c) operating income or net
operating income, (d) cash flow, (e) earnings per share (including earnings
before interest, taxes and amortization), (f) return on equity, (g) return on
invested capital or assets, (h) cost reductions or savings, (i) funds from
operations, (j) appreciation in the fair market value of Common Stock, (k)
earnings before any one or more of the following items: interest, taxes,
depreciation or amortization, (1) book value of Common Stock, (m) total
shareholder return, (n) return on capital, (o) return on assets or net assets,
or (p) operating margin.

"PERMANENT DISABILITY" means that the Recipient becomes physically or mentally
incapacitated or disabled so that the Recipient is unable to perform
substantially the same services as the Recipient performed prior to incurring
such incapacity or disability (the Administering Body, at its option and the
Company's expense, may retain a physician to confirm the existence of such
incapacity or disability, and the determination of such physician shall be
binding upon the Company and the Recipient), and such incapacity or disability
continues for a period of three consecutive months or six months in any 12-month
period or such other period(s) as may be determined by the Administering Body
with respect to any Award, provided that for purposes of determining the period
during which an Incentive Stock Option may be exercised pursuant to SECTION
5.13(B)(II) hereof, Permanent Disability shall mean "permanent and total
disability" as defined in Section 22(e) of the IRC.

"PERSON" means any person, entity or group, within the meaning of Section 13(d)
or 14(d) of the Exchange Act, but excluding (a) the Company, its Affiliated
Entities, (b) any employee stock ownership or other employee benefit plan
maintained by the Company that is qualified under ERISA, (c) any trustee or
other fiduciary holding securities under any employee benefit plan of the
Company or an Affiliated Entity, (d) any company owned, directly or indirectly,
by the shareholders of the Company in substantially the same proportions as
their ownership of Common Stock of the Company, or (e) any entity holding
non-participating shares of an entity which is a shareholder of the Company or
which owns or controls, directly or indirectly, a shareholder of the Company
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the combined voting power of the Company's then outstanding
securities.

"PLAN" means this 2006 Stock Incentive Plan of the Company.

"PLAN TERM" means the period during which this Plan remains in effect
(commencing on the Effective Date and ending on the Expiration Date).

"RECIPIENT" means an Eligible Person who has received an Award or Awards under
this Plan or any person who is recognized under the Plan as the successor in
interest to such Eligible Person with respect to such Eligible Person's Award.

"REORGANIZATION" means any merger, consolidation, business combination, other
reorganization or other similar transaction.


                                    PAGE 24
<PAGE>

"RETIREMENT" means normal retirement from employment with the Company or an
Affiliated Entity in accordance with the retirement policies of the Company or
any such Affiliated Entity then in effect as determined by the Administering
Body.

"RULE 16B-3" means Rule 16b-3 under the Exchange Act or any successor or similar
rule under the Exchange Act, as the same may be amended from time to time.

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

"SIGNIFICANT SHAREHOLDER" is an individual who, at the time an Award is granted
to such individual under this Plan, owns more than ten percent (10%) of the
combined voting power of all classes of stock of the Company or of any Parent
Corporation or Subsidiary Corporation (after application of the attribution
rules set forth in Section 424(d) of the IRC).

"STOCK OPTION" OR "OPTION" means a right to purchase stock of the Company
granted under Article 6 of this Plan to an Eligible Person.

"STOCK PLAN COMMITTEE" means the committee appointed by the Board to administer
this Plan pursuant to SECTION 4.1.

"SUBSIDIARY CORPORATION" means any subsidiary corporation of the Company as
defined in Section 424(f) of the IRC.


                                    PAGE 25