Exhibit
99i


Approved
by Board of Directors on April 3, 2008


Approved
by Stockholders on  ------- 2008







OVALE
GROUP, INC.




2008  Incentive
Compensation Plan


Section
1.    Purpose; Definitions.





1.1    Purpose.    The
purpose of the Ovale Group, Inc. 2008 Performance Equity Plan is to enable the
Company to offer to its employees, officers, directors and consultants whose
past, present and/or potential contributions to the Company and its Subsidiaries
have been, are or will be important to the success of the Company, an
opportunity to acquire a proprietary interest in the Company. The various types
of long-term incentive awards that may be provided under the Plan will enable
the Company to respond to changes in compensation practices, tax laws,
accounting regulations and the size and diversity of its
businesses.


1.2    Definitions.    For
purposes of the Plan, the following terms shall be defined as set forth
below:


(a)    ‘‘Agreement’’
means the agreement between the Company and the Holder setting forth the terms
and conditions of an award under the Plan and any other agreement between the
Company and the Holder governing the terms and conditions of the Holder’s
employment by the Company.


(b)    ‘‘Board’’
means the Board of Directors of the Company.


(c)    ‘‘Code’’
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto and the regulations promulgated thereunder.


(d)    ‘‘Committee’’
means the Compensation Committee of the Board or any other committee of the
Board that the Board may designate to administer the Plan or any portion
thereof. If no Committee is so designated, then all references in this Plan to
‘‘Committee’’ shall mean the Board.


(e)    ‘‘Common
Stock’’ means the Common Stock of the Company, no par value per
share.


(f)    ‘‘Company’’
means Ovale Group, Inc., a corporation organized under the laws of the State of
New Jersey.


(g)    ‘‘Deferred
Stock’’ means Common Stock to be received, under an award made pursuant to
Section 8, below, at the end of a specified deferral period.


(h)    ‘‘Disability’’
means physical or mental impairment as determined under procedures established
by the Committee for purposes of the Plan.


(i)    ‘‘Effective
Date’’ means the date set forth in Section 11.1, below.


(j)    ‘‘Fair
Market Value’’, unless otherwise required by any applicable provision of the
Code or any regulations issued thereunder, means, as of any given date: (i) if
the Common Stock is listed on a national securities exchange or quoted on the
Nasdaq National Market or Nasdaq SmallCap Market, the last sale price of the
Common Stock in the principal trading market for the Common Stock on such date,
as reported by the exchange or Nasdaq, as the case may be; (ii) if the Common
Stock is not listed on a national securities exchange or quoted on the Nasdaq
National Market or Nasdaq SmallCap Market, but is traded in the over-the-counter
market, the closing bid price for the Common Stock on such date,
as reported by the OTC Bulletin Board or the National Quotation Bureau,
Incorporated or similar publisher of such quotations; and (iii) if the fair
market value of the Common Stock cannot be determined pursuant to clause (i) or
(ii) above, such price as the Committee shall determine, in good
faith.


(k)    ‘‘Holder’’
means a person who has received an award under the Plan.


(l)    ‘‘Incentive
Stock Option’’ means any Stock Option intended to be and designated as an
‘‘incentive stock option’’ within the meaning of Section 422 of the
Code.


(m)    ‘‘Nonqualified
Stock Option’’ means any Stock Option that is not an Incentive Stock
Option.
  1


(n)    ‘‘Normal
Retirement’’ means retirement from active employment with the Company or any
Subsidiary on or after age 65.


(o)    ‘‘Other
Stock-Based Award’’ means an award under Section 8, below, that is valued in
whole or in part by reference to, or is otherwise based upon, Common
Stock.


(p)    ‘‘Parent’’
means any present or future ‘‘parent corporation’’ of the Company, as such term
is defined in Section 424(e) of the Code.


(q)    ‘‘Plan’’
means the Ovale Group, Inc. 2008 Performance Equity Plan, as hereinafter amended
from time to time.


(r)    ‘‘Repurchase
Value’’ shall mean the Fair Market Value in the event the award to be
repurchased under Section 9.1 is comprised of shares of Common Stock and the
difference between Fair Market Value and the Exercise Price (if lower than Fair
Market Value) in the event the award is a Stock Option or Stock Appreciation
Right; in each case, multiplied by the number of shares subject to the
award.


(s)    ‘‘Restricted
Stock’’ means Common Stock, received under an award made pursuant to Section 6,
below, that is subject to restrictions under said Section 6.


(t)                   “Stock
Appreciation Right” means the right of a Holder to receive an award of cash or
Common Stock measured by the increase in value of Company Stock from the date of
the grant of the award, under Section 8 below, until its
exercise.


(u)    ‘‘Stock
Option’’ or ‘‘Option’’ means any option to purchase shares of Common Stock which
is granted pursuant to the Plan.


(v)    ‘‘Stock
Reload Option’’ means any option granted under Section 5.3 of the
Plan.


(w)    ‘‘Subsidiary’’
means any present or future ‘‘subsidiary corporation’’ of the Company, as such
term is defined in Section 424(f) of the Code.





Section
2.    Administration.


2.1    Committee
Membership.    The Plan shall be administered by the
Board or the Committee. Committee members shall serve for such term as the Board
may in each case determine, and shall be subject to removal at any time by the
Board. The Committee members, to the extent possible and deemed to be
appropriate by the Board, shall be ‘‘non-employees’’ as defined in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (‘‘Exchange
Act’’), and ‘‘outside directors’’ within the meaning of Section 162(m) of the
Code.


2.2    Powers of
Committee.    The Committee shall have full authority
to award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Restricted
Stock, (iii) Deferred Stock, (iv) Stock Reload Options and/or (v) Other
Stock-Based Awards. For purposes of illustration and not of limitation, the
Committee shall have the authority (subject to the express provisions of this
Plan):


(a)    to
select the officers, employees, directors and consultants of the Company or any
Subsidiary to whom Stock Options, Restricted Stock, Deferred Stock, Reload Stock
Options and/or Other Stock-Based Awards may from time to time be awarded
hereunder.


(b)    to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted hereunder (including, but not limited to, number of shares,
share exercise price or types of consideration paid upon exercise of such
options, such as other securities of the Company or other
property, any restrictions or limitations, and any vesting, exchange, surrender,
cancellation, acceleration, termination, exercise or forfeiture provisions, as
the Committee shall determine);


(c)    to
determine any specified performance goals or such other factors or criteria
which need to be attained for the vesting of an award granted
hereunder;


(d)    to
determine the terms and conditions under which awards granted hereunder are to
operate on a tandem basis and/or in conjunction with or apart from other equity
awarded under this Plan and cash awards made by the Company or any Subsidiary
outside of this Plan;


(e)    to
permit a Holder to elect to defer a payment under the Plan under such rules and
procedures as the Committee may establish, including the crediting of interest
on deferred amounts denominated in cash and of dividend equivalents on deferred
amounts denominated in Common Stock;


(f)    to
determine the extent and circumstances under which Common Stock and other
amounts payable with respect to an award hereunder shall be deferred that may be
either automatic or at the election of the Holder; and
  2


(g)    to
substitute (i) new Stock Options for previously granted Stock Options, which
previously granted Stock Options have higher option exercise prices and/or
contain other less favorable terms, and (ii) new awards of any other type for
previously granted awards of the same type, which previously granted awards are
upon less favorable terms.


Notwithstanding
anything contained herein to the contrary, the Committee shall not grant to any
one Holder in any one calendar year awards for more than 500,000 shares in the
aggregate.


2.3    Interpretation of
Plan.


(a)    Committee
Authority.    Subject to Section 11, below, the
Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any award issued under the Plan (and to determine the form and
substance of all Agreements relating thereto), and to otherwise supervise the
administration of the Plan. Subject to Section 11, below, all decisions made by
the Committee pursuant to the provisions of the Plan shall be made in the
Committee’s sole discretion and shall be final and binding upon all persons,
including the Company, its Subsidiaries and Holders.


(b)    Incentive Stock
Options.    Anything in the Plan to the contrary
notwithstanding, no term or provision of the Plan relating to Incentive Stock
Options (including but limited to Stock Reload Options or Stock Appreciation
Rights granted in conjunction with an Incentive Stock Option) or any Agreement
providing for Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify the Plan under Section 422 of the Code, or, without the consent
of the Holder(s) affected, to disqualify any Incentive Stock Option under such
Section 422.


(c)    Section
162(m) Limitations.    Anything in the Plan to the
contrary notwithstanding, no term or provision of the Plan or any Agreement
providing for awards hereunder shall be interpreted, amended or altered, nor
should any discretion or authority granted under the Plan be exercised, so as to
disqualify the Plan under Section 162(m) of the Code.





Section
3.    Stock Subject to Plan.


3.1    Number of
Shares.    The total number of shares of Common Stock
reserved and available for issuance under the Plan shall be 340,000 shares.
Shares of Common Stock under the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If any shares of Common Stock
that have been granted pursuant to a Stock Option cease to be subject to a Stock
Option, or if any shares of Common Stock that are subject to any Stock
Appreciation Right, Restricted Stock, Deferred Stock award, Reload Stock Option
or Other Stock-Based Award granted hereunder are forfeited or any such award
otherwise terminates without a payment being made to the Holder in the form of
Common Stock, such
shares shall again be available for distribution in connection with future
grants and awards under the Plan. If a Holder pays the exercise price of a Stock
Option by surrendering any previously owned shares and/or arranges to have the
appropriate number of shares otherwise issuable upon exercise withheld to cover
the withholding tax liability associated with the Stock Option exercise, then
the number of shares available under the Plan shall be increased by the lesser
of (i) the number of such surrendered shares and shares used to pay taxes; and
(ii) the number of shares purchased under such Stock Option.


3.2    Adjustment Upon Changes in
Capitalization, Etc.    In the event of any merger,
reorganization, consolidation, dividend (other than a cash dividend) payable on
shares of Common Stock, stock split, reverse stock split, combination or
exchange of shares, or other extraordinary or unusual event occurring after the
grant of an award which results in a change in the shares of Common Stock of the
Company as a whole, the Committee shall determine, in its sole, but reasonable
discretion, whether such change equitably requires an adjustment in the terms of
any award or the aggregate number of shares reserved for issuance under the
Plan. Any such adjustments, if reasonable, will be made by the Committee, whose
determination will be final, binding and conclusive.





Section
4.    Eligibility.


Awards
may be made or granted to employees, officers, directors and consultants who are
deemed to have rendered or to be able to render significant services to the
Company or its Subsidiaries and who are deemed to have contributed or to have
the potential to contribute to the success of the Company. No Incentive Stock
Option shall be granted to any person who is not an employee of the Company or a
Subsidiary at the time of grant.
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Section
5.    Stock Options.


5.1    Grant and
Exercise.    Stock Options granted under the Plan may
be of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock
Options. Any Stock Option granted under the Plan shall contain such terms, not
inconsistent with this Plan, or with respect to Incentive Stock Options, not
inconsistent with the Plan and the Code, as the Committee may from time to time
approve. The Committee shall have the authority to grant Incentive Stock Options
or Non-Qualified Stock Options, or both types of Stock Options which may be
granted alone or in addition to other awards granted under the Plan. To the
extent that any Stock Option intended to qualify as an Incentive Stock Option
does not so qualify, it shall constitute a separate Nonqualified Stock
Option.


5.2    Terms and
Conditions.    Stock Options granted under the Plan
shall be subject to the following terms and conditions:


(a)    Option
Term.    The term of each Stock Option shall be fixed
by the Committee; provided, however, that an Incentive Stock Option may be
granted only within the ten-year period commencing from the Effective Date and
may only be exercised within ten years of the date of grant (or five years in
the case of an Incentive Stock Option granted to an optionee who, at the time of
grant, owns Common Stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company (‘‘10%
Stockholder’’).


(b)    Exercise
Price.    The exercise price per share of Common
Stock purchasable under a Stock Option shall be determined by the Committee at
the time of grant and may not be less than 100% of the Fair Market Value on the
day of grant; provided, however, that the exercise price of an Incentive Stock
Option granted to a 10% Stockholder shall not be less than 110% of the Fair
Market Value on the date of grant.


(c)    Exercisability.    Stock
Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee and as set forth in Section
10, below. If the Committee provides, in its discretion, that any Stock Option
is exercisable only in installments, i.e., that it vests over time, the
Committee may waive such installment exercise provisions at any time at or after
the time of grant in whole or in part, based upon such factors as the Committee
shall determine.


(d)    Method of
Exercise.    Subject to whatever installment,
exercise and waiting period provisions are applicable in a particular case and
as provided in the Agreement, Stock Options may  be exercised in whole
or in part at any time during the term of the Option, by giving written notice
of exercise to the Company specifying the number of shares of Common Stock to be
purchased. Such notice shall be accompanied by payment in full of the purchase
price, which shall be in cash or, if provided in the Agreement, either in shares
of Common Stock (including Restricted Stock and other contingent awards under
this Plan) or partly in cash and partly in such Common Stock, or such other
means which the Committee determines are consistent with the Plan’s purpose and
applicable law. Cash payments shall be made by wire transfer, certified or bank
check or personal check, in each case payable to the order of the Company;
provided, however, that the Company shall not be required to deliver
certificates for shares of Common Stock with respect to which an Option is
exercised until the Company has confirmed the receipt of good and available
funds in payment of the purchase price thereof. Payments in the form of Common
Stock shall be valued at the Fair Market Value on the date prior to the date of
exercise. Such payments shall be made by delivery of stock certificates in
negotiable form that are effective to transfer good and valid title thereto to
the Company, free of any liens or encumbrances. Subject to the terms of the
Agreement, the Committee may, in its sole discretion, at the request of the
Holder, deliver upon the exercise of a Nonqualified Stock Option a combination
of shares of Deferred Stock and Common Stock; provided that, notwithstanding the
provisions of Section 8 of the Plan, such Deferred Stock shall be fully vested
and not subject to forfeiture. A Holder shall have none of the rights of a
Stockholder with respect to the shares subject to the Option until such shares
shall be transferred to the Holder upon the exercise of the Option.


(e)    Transferability.    Except
as may be set forth in the Agreement, no Stock Option shall be transferable by
the Holder other than by will or by the laws of descent and distribution, and
all Stock Options shall be exercisable, during the Holder’s lifetime, only by
the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s
guardian or legal representative).
  4


(f)    Termination by Reason of
Death.    If a Holder’s employment by the Company or
a Subsidiary terminates by reason of death, any Stock Option held by such
Holder, unless otherwise determined by the Committee at the time of grant and
set forth in the Agreement, shall thereupon automatically terminate, except that
the portion of such Stock Option that has vested on the date of death may
thereafter be exercised by the legal representative of the estate or by the
legatee of the Holder under the will of the Holder, for a period of one year (or
such other greater or lesser period as the Committee may specify at grant) from
the date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter.


(g)    Termination by Reason of
Disability.    If a Holder’s employment by the
Company or any Subsidiary terminates by reason of Disability, any Stock Option
held by such Holder, unless otherwise determined by the Committee at the time of
grant and set forth in the Agreement, shall thereupon automatically terminate,
except that the portion of such Stock Option that has vested on the date of
termination may thereafter be exercised by the Holder for a period of one year
(or such other greater or lesser period as the Committee may specify at the time
of grant) from the date of such termination of employment or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter.


(h)    Other
Termination.    Subject to the provisions of Section
12.3, below, and unless otherwise determined by the Committee at the time of
grant and set forth in the Agreement, if a Holder is an employee of the Company
or a Subsidiary at the time of grant and if such Holder’s employment by the
Company or any Subsidiary terminates for any reason other than death or
Disability, the Stock Option shall thereupon automatically terminate, except
that if the Holder’s employment is terminated by the Company or a Subsidiary
without cause or due to Normal Retirement, then the portion of such Stock Option
that has vested on the date of termination of employment may be exercised for
the lesser of three months after termination of employment or the balance of
such Stock Option’s term.


(i)    Additional Incentive Stock Option
Limitation.    In the case of an Incentive Stock
Option, the aggregate Fair Market Value (on the date of grant of the Option)
with respect to which Incentive Stock Options become exercisable for the first
time by a Holder during any calendar year (under all such plans of the Company
and its Parent and Subsidiary) shall not exceed $100,000.


(j)    Buyout and Settlement
Provisions.    The Committee may at any time, in its
sole discretion, offer to repurchase a Stock Option previously granted, based
upon such terms and conditions as the Committee shall establish and communicate
to the Holder at the time that such offer is made.


5.3    Stock Reload
Option.    If a Holder tenders shares of Common Stock
to pay the exercise price of a Stock Option (‘‘Underlying Option’’), and/or
arranges to have a portion of the shares otherwise issuable upon exercise
withheld to pay the applicable withholding taxes, the Holder may receive, at the
discretion of the Committee, a new Stock Reload Option to purchase that number
of shares of Common Stock equal to the number of shares tendered to pay the
exercise price and the withholding taxes ( but only if such shares were held by
the Holder for at least six months). Stock Reload Options may be any type of
option permitted under the Code and will be granted subject to such terms,
conditions, restrictions and limitations as may be determined by the Committee,
from time to time. Such Stock Reload Option shall have an exercise price equal
to 100% of the Fair Market Value on the day of grant of the Stock Reload Option.
Unless the Committee determines otherwise, a Stock Reload Option may be
exercised commencing one year after it is granted and shall expire on the date
of expiration of the Underlying Option to which the Reload Option is
related.





Section
6.    Restricted Stock.


6.1    Grant.    Shares
of Restricted Stock may be awarded either alone or in addition to other awards
granted under the Plan. The Committee shall determine the eligible persons to
whom, and the time or times at which, grants of Restricted Stock will be
awarded, the number of shares to be awarded, the price (if any) to be paid by
the Holder, the time or times within which such awards may be subject to
forfeiture (‘‘Restriction Period’’), the vesting schedule and rights to
acceleration thereof, and all other terms and conditions of the
awards.


6.2    Terms and
Conditions.    Each Restricted Stock award shall be
subject to the following terms and conditions:
  5


(a)    Certificates.    Restricted
Stock, when issued, will be represented by a stock certificate or certificates
registered in the name of the Holder to whom such Restricted Stock shall have
been awarded. During the Restriction Period, certificates representing the
Restricted Stock and any securities constituting Retained Distributions (as
defined below) shall bear a legend to the effect that ownership of the
Restricted Stock (and such Retained Distributions), and the enjoyment of all
rights appurtenant thereto, are subject to the restrictions, terms and
conditions provided in the Plan and the Agreement. Such certificates shall be
deposited by the Holder with the Company, together with stock powers or other
instruments of assignment, each endorsed in blank, which will permit transfer to
the Company of all or any portion of the Restricted Stock and any securities
constituting Retained Distributions that shall be forfeited or that shall not
become vested in accordance with the Plan and the Agreement.


(b)    Rights of
Holder.    Restricted Stock shall constitute issued
and outstanding shares of Common Stock for all corporate purposes. The Holder
will have the right to vote such Restricted Stock, to receive and retain all
regular cash dividends and other cash equivalent distributions as the Board may
in its sole discretion designate, pay or distribute on such Restricted Stock and
to exercise all other rights, powers and privileges of a holder of Common Stock
with respect to such Restricted Stock, with the exceptions that (i) the Holder
will not be entitled to delivery of the stock certificate or certificates
representing such Restricted Stock until the Restriction Period shall have
expired and unless all other vesting requirements with respect thereto shall
have been fulfilled; (ii) the Company will retain custody of the stock
certificate or certificates representing the Restricted Stock during the
Restriction Period; (iii) other than regular cash dividends and other cash
equivalent distributions as the Board may in its sole discretion designate, pay
or distribute, the Company will retain custody of all distributions (‘‘Retained
Distributions’’) made or declared with respect to the Restricted Stock (and such
Retained Distributions will be subject to the same restrictions, terms and
conditions as are applicable to the Restricted Stock) until such time, if ever,
as the Restricted Stock with respect to which such Retained Distributions shall
have been made, paid or declared shall have become vested and with respect to
which the Restriction Period shall have expired; (iv) a breach of any of
the


restrictions,
terms or conditions contained in this Plan or the Agreement or otherwise
established by the Committee with respect to any Restricted Stock or Retained
Distributions will cause a forfeiture of such Restricted Stock and any Retained
Distributions with respect thereto.


(e)    Vesting;
Forfeiture.    Upon the expiration of the Restriction
Period with respect to each award of Restricted Stock and the satisfaction of
any other applicable restrictions, terms and conditions (i) all or part of such
Restricted Stock shall become vested in accordance with the terms of the
Agreement, subject to Section 9, below, and (ii) any Retained Distributions with
respect to such Restricted Stock shall become vested to the extent that the
Restricted Stock related thereto shall have become vested, subject to Section 9,
below. Any such Restricted Stock and Retained Distributions that do not vest
shall be forfeited to the Company and the Holder shall not thereafter have any
rights with respect to such Restricted Stock and Retained Distributions that
shall have been so forfeited.





Section
7.    Deferred Stock.


7.1    Grant.    Shares
of Deferred Stock may be awarded either alone or in addition to other awards
granted under the Plan. The Committee shall determine the eligible persons to
whom and the time or times at which grants of Deferred Stock will be awarded,
the number of shares of Deferred Stock to be awarded to any person, the duration
of the period (‘‘Deferral Period’’) during which, and the conditions under
which, receipt of the shares will be deferred, and all the other terms and
conditions of the awards.


7.2    Terms and
Conditions.    Each Deferred Stock award shall be
subject to the following terms and conditions:


(a)    Certificates.    At
the expiration of the Deferral Period (or the Additional Deferral Period
referred to in Section 7.2 (d) below, where applicable), share certificates
shall be issued and delivered to the Holder, or his legal representative,
representing the number equal to the shares covered by the Deferred Stock
award.


(b)    Rights of
Holder.    A person entitled to receive Deferred
Stock shall not have any rights of a Stockholder by virtue of such award until
the expiration of the applicable Deferral Period and the issuance and delivery
of the certificates representing such Common Stock. The shares of Common Stock
issuable upon expiration of the Deferral Period shall not be deemed outstanding
by the Company until the expiration of such Deferral Period and the issuance and
delivery of such Common Stock to the Holder.
  6


(c)    Vesting;
Forfeiture.    Upon the expiration of the Deferral
Period with respect to each award of Deferred Stock and the satisfaction of any
other applicable restrictions, terms and conditions all or part of such Deferred
Stock shall become vested in accordance with the terms of the Agreement, subject
to Section 9, below. Any such Deferred Stock that does not vest shall be
forfeited to the Company and the Holder shall not thereafter have any rights
with respect to such Deferred Stock.





Section
8.    Other Stock-Based Awards.


Other
Stock-Based Awards may be awarded, subject to limitations under applicable law,
that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, shares of Common Stock, as deemed by the
Committee to be consistent with the purposes of the Plan, including, without
limitation, purchase rights, shares of Common Stock awarded which are not
subject to any restrictions or conditions, convertible or exchangeable
debentures, or other rights convertible into shares of Common Stock and awards
valued by reference to the value of securities of or the performance of
specified Subsidiaries. Other Stock-Based Awards may be awarded either alone or
in addition to or in tandem with any other awards under this Plan or any other
plan of the Company. Each other Stock-Based Award shall be subject to such terms
and conditions as may be determined by the Committee.





Section
9.    Accelerated Vesting and
Exercisability.


9.1    Approved
Transactions.    Except as otherwise expressly
provided in the Agreement, the Committee may, in the event of a Change in
Control as defined below, which has been approved by the


Company’s
Board of Directors, (i) accelerate the vesting of any and all Stock Options and
other awards granted and outstanding under the Plan, and (ii) require a Holder
of any award granted under this Plan to relinquish such award to the Company
upon the tender by the Company to Holder of cash in an amount equal to the
Repurchase Value of such award.


A
‘‘Change in Control’’ shall mean the occurrence of any of the following
events:


(i)
            any
      one person, or more than one person acting as a group, acquires ownership
      of stock of the Company that, together with stock held by such person or
      group, constitutes more than 50 percent of the total fair market value or
      total voting power of the outstanding stock of the
  Company;





(ii)
            a
      majority of members of the Company’s board of directors is replaced during
      any 12-month period by directors whose appointment or election is not
      endorsed by a majority of the members of the Company’s board of directors
      prior to the date of the appointment or election;
  or





(iii)
            the
      sale of assets from the Company that have a total gross fair market value
      equal to or more than 40 percent of the total gross fair market value of
      all of the assets of the Company immediately prior to such acquisition or
      acquisitions.





Section
10.    Amendment and Termination.


The Board
may at any time, and from time to time, amend alter, suspend or discontinue any
of the provisions of the Plan, but no amendment, alteration, suspension or
discontinuance shall be made that would impair the rights of a Holder under any
Agreement theretofore entered into hereunder, without the Holder’s
consent.





Section
11.    Term of Plan.


11.1    Effective
Date.    The Plan shall be effective as of March 27,
2008, subject to the approval of the Plan by the Company’s stockholders within
one year after the Effective Date. Any awards granted under the Plan prior to
such approval shall be effective when made (unless otherwise specified by the
Committee at the time of grant), but shall be conditioned upon, and subject to,
such approval of the Plan by the Company’s stockholders and no awards shall vest
or otherwise become free of restrictions prior to such approval.
  7


11.2    Termination
Date.    Unless terminated by the Board, this Plan
shall continue to remain effective until such time as no further awards may be
granted and all awards granted under the Plan are no longer outstanding.
Notwithstanding the foregoing, grants of Incentive Stock Options may be made
only during the ten year period following the Effective Date.





Section
12.    General Provisions.


12.1    Written
Agreements.    Each award granted under the Plan
shall be confirmed by, and shall be subject to the terms, of the Agreement
executed by the Company and the Holder. The Committee may terminate any award
made under the Plan if the Agreement relating thereto is not executed and
returned to the Company within 10 days after the Agreement has been delivered to
the Holder for his or her execution.


12.2    Unfunded Status of
Plan.    The Plan is intended to constitute an
‘‘unfunded’’ plan for incentive and deferred compensation. With respect to any
payments not yet made to a Holder by the Company, nothing contained herein shall
give any such Holder any rights that are greater than those of a general
creditor of the Company.


12.3    Employees.


(a)    Engaging
in Competition With the Company; Disclosure of Confidential Information. Except
as otherwise expressly provided in the Agreement, if a Holder’s employment with
the Company or a Subsidiary is terminated as a result of the voluntary
resignation of the Holder, and within one hundred and eighty (180) days after
the date thereof such Holder either (i) accepts employment with any competitor
of, or otherwise engages in competition with, the Company or (ii) discloses to
anyone outside the Company or uses any confidential information or material of
the Company in violation of the Company’s policies or any agreement between the
Holder and the Company, the Committee, in its sole discretion, may require such
Holder to return to the Company the economic value of any award that was
realized or obtained by such Holder at any time during the period beginning on
the date that is one hundred and eighty (180) days prior to the date such
Holder’s employment with the Company is terminated, unless the award is a stock
option which the Holder exercised at least one hundred and eighty (180) days
prior to such voluntary resignation. The provisions of this Section 12.3(a)
shall not apply to any awards granted prior to the date upon which the Plan
shall have been approved by the Company’s stockholders.


(b)    Termination for
Cause.    Except as otherwise expressly provided in
the Agreement, the Committee may, if a Holder’s employment with the Company or a
Subsidiary is terminated for cause, annul any award granted under this Plan to
such employee and, in such event, the Committee, in its sole discretion, may
require such Holder to return to the Company the economic value of any award
that was realized or obtained by such Holder at any time during the period
beginning on the date that is one hundred and eighty (180) days prior to the
date such Holder’s employment with the Company is terminated.


(c)    No Right of
Employment.    Nothing contained in the Plan or in
any award hereunder shall be deemed to confer upon any Holder who is an employee
of the Company or any Subsidiary any right to continued employment with the
Company or any Subsidiary, nor shall it interfere in any way with the right of
the Company or any Subsidiary to terminate the employment of any Holder who is
an employee at any time.


12.4    Investment Representations; Company
Policy.    The Committee may require each person
acquiring shares of Common Stock pursuant to a Stock Option or other award under
the Plan to represent to and agree with the Company in writing that the Holder
is acquiring the shares for investment without a view to distribution thereof.
Each person acquiring shares of Common Stock pursuant to a Stock Option or other
award under the Plan shall be required to abide by all policies of the Company
in effect at the time of such acquisition and thereafter with respect to the
ownership and trading of the Company’s securities.


12.5    Additional Incentive
Arrangements.    Nothing contained in the Plan shall
prevent the Board from adopting such other or additional incentive arrangements
as it may deem desirable, including, but not limited to, the granting of Stock
Options and the awarding of Common Stock and cash otherwise than under the Plan;
and such arrangements may be either generally applicable or applicable only in
specific cases.


12.6    Withholding
Taxes.    Not later than the date as of which an
amount must first be included in the gross income of the Holder for Federal
income tax purposes with respect to any option or other award under the Plan,
the Holder shall pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of, any Federal, state and local taxes of any
kind required by law to be withheld or paid with respect to such amount. If
permitted by the Committee, tax withholding or payment obligations may be
settled with Common Stock, including Common Stock that is part of the award that
gives rise to the withholding requirement. The obligations of the Company under
the Plan shall be conditioned upon such payment or arrangements and the Company
or the Holder’s employer (if not the Company) shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Holder from the Company or any Subsidiary.
  8


12.7    Governing
Law.    The Plan and all awards made and actions
taken thereunder shall be governed by and construed in accordance with the laws
of the State of New York (without regard to choice of law provisions); provided,
however, that all matters relating to or involving corporate law shall be
governed by the laws of the State of New York.


12.8    Other Benefit
Plans.    Any award granted under the Plan shall not
be deemed compensation for purposes of computing benefits under any retirement
plan of the Company or any Subsidiary and shall not affect any benefits under
any other benefit plan now or subsequently in effect under which
the





availability
or amount of benefits is related to the level of compensation (unless required
by specific reference in any such other plan to awards under this
Plan).


12.9    Non-Transferability.    Except
as otherwise expressly provided in the Plan or the Agreement, no right or
benefit under the Plan may be alienated, sold, assigned, hypothecated, pledged,
exchanged, transferred, encumbered or charged, and any attempt to alienate,
sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the
same shall be void.


12.10    Applicable
Laws.    The obligations of the Company with respect
to all Stock Options and awards under the Plan shall be subject to (i) all
applicable laws, rules and regulations and such approvals by any governmental
agencies as may be required, including, without limitation, the Securities Act
of 1933, as amended, and (ii) the rules and regulations of any securities
exchange on which the Common Stock may be listed.


12.11    Conflicts.    If
any of the terms or provisions of the Plan or an Agreement (with respect to
Incentive Stock Options) conflict with the requirements of Sections 162(m) or
422 of the Code, then such terms or provisions shall be deemed inoperative to
the extent they so conflict with such requirements. Additionally, if this Plan
or any Agreement does not contain any provision required to be included herein
under Sections 162(m) or 422 of the Code, such provision shall be deemed to be
incorporated herein and therein with the same force and effect as if such
provision had been set out at length herein and therein. If any of the terms or
provisions of any Agreement conflict with any terms or provisions of the Plan,
then such terms or provisions shall be deemed inoperative to the extent they so
conflict with the requirements of the Plan. Additionally, if any Agreement does
not contain any provision required to be included therein under the Plan, such
provision shall be deemed to be incorporated therein with the same force and
effect as if such provision had been set out at length
therein.


12.12    Non-Registered
Stock.    The shares of Common Stock to be
distributed under this Plan have not been, as of the Effective Date, registered
under the Securities Act of 1933, as amended, or any applicable state or foreign
securities laws and, except as otherwise expressly provided in the Agreement,
the Company has no obligation to any Holder to register the Common Stock or to
assist the Holder in obtaining an exemption from the various registration
requirements, or to list the Common Stock on a national securities exchange or
any other trading or quotation system, including the Nasdaq National Market and
Nasdaq SmallCap Market.


12.13    Section
409A.    The Plan and all Awards shall be construed
and administered in a manner so as to comply with the applicable requirements of
Code Section 409A.