AMERICAN
      ETHANOL, INC.

     

    
      2007
        STOCK PLAN

       

      STOCK
        OPTION AGREEMENT

      


      


      Unless
        otherwise defined herein, the terms defined in the 2007 Stock Plan shall
        have
        the same defined meanings in this Stock Option Agreement.

      


      I. NOTICE
        OF STOCK OPTION GRANT

      


      Name:

      


      Address:

      


      The
        undersigned Optionee has been granted an Option to purchase Common Stock
        of the
        Company, subject to the terms and conditions of the Plan and this Option
        Agreement, as follows:

      

        
          	
                  Date
                    of Grant

                	 	 
	 	 	 	 	 
	
                  Vesting
                    Commencement Date

                	 	 
	 	 	 	 	 
	
                  Exercise
                    Price per Share

                	
                  $

                	 	 
	 	 	 	 	 
	
                  Total
                    Number of Shares Granted

                	 	 
	 	 	 	 	 
	
                  Total
                    Exercise Price 

                	
                  $

                	 	 
	 	 	 	 	 
	
                  Type
                    of Option:

                	
                          
                    

                	
                  Incentive
                    Stock Option

                	 
	 	 	 	 	 
	 	
                   

                	
                  Nonstatutory
                    Stock Option

                	 
	 	 	 	 	 
	
                  Term/Expiration
                    Date:

                	 	 


        

      

      


      Vesting
        Schedule:

      


      This
        Option shall be exercisable, in whole or in part, according to the following
        vesting schedule:

      


      [25%
        of the Shares subject to the Option shall vest on the one (1) year anniversary
        of the Vesting Commencement Date, and 1/48 of the Option shall vest each
        month
        thereafter, subject to Optionee continuing to be a Service Provider on such
        dates.]

      


      Termination
        Period:

      


      This
        Option shall be exercisable for [three
        (3) months]
        after
        Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability,
        this Option may be exercised for [one
        (1) year] after
        Optionee ceases to be a Service Provider. In no event may Optionee exercise
        this
        Option after the Term/Expiration Date as provided above.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      II. AGREEMENT

      


      1. Grant
        of Option.
        The
        Plan Administrator of the Company hereby grants to the Optionee named in
        the
        Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the
        number of Shares set forth in the Notice of Grant, at the exercise price
        per
        Share set forth in the Notice of Grant (the “Exercise Price”), and subject to
        the terms and conditions of the Plan, which is incorporated herein by reference.
        Subject to Section 15(c) of the Plan, in the event of a conflict between
        the terms and conditions of the Plan and this Option Agreement, the terms
        and
        conditions of the Plan shall prevail.

      


      If
        designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
        Option is intended to qualify as an Incentive Stock Option as defined in
        Section 422 of the Code. Nevertheless, to the extent that it exceeds the
        $100,000 rule of Code Section 422(d), this Option shall be treated as a
        Nonstatutory Stock Option (“NSO”).

      


      2. Exercise
        of Option.

      


      (a) Right
        to Exercise.
        This
        Option shall be exercisable during its term in accordance with the Vesting
        Schedule set out in the Notice of Grant and with the applicable provisions
        of
        the Plan and this Option Agreement.

      


      (b) Method
        of Exercise.
        This
        Option shall be exercisable by delivery of an exercise notice in the form
        attached as Exhibit A
        (the
“Exercise Notice”) which shall state the election to exercise the Option, the
        number of Shares with respect to which the Option is being exercised, and
        such
        other representations and agreements as may be required by the Company. The
        Exercise Notice shall be accompanied by payment of the aggregate Exercise
        Price
        as to all Exercised Shares. This Option shall be deemed to be exercised upon
        receipt by the Company of such fully executed Exercise Notice accompanied
        by the
        aggregate Exercise Price.

      


      No
        Shares
        shall be issued pursuant to the exercise of an Option unless such issuance
        and
        such exercise complies with Applicable Laws. Assuming such compliance, for
        income tax purposes the Shares shall be considered transferred to the Optionee
        on the date on which the Option is exercised with respect to such
        Shares.

      


      3. Optionee’s
        Representations.
        In the
        event the Shares have not been registered under the Securities Act of 1933,
        as
        amended, at the time this Option is exercised, the Optionee shall, if required
        by the Company, concurrently with the exercise of all or any portion of this
        Option, deliver to the Company his or her Investment Representation Statement
        in
        the form attached hereto as Exhibit B.

      


      4. Lock-Up
        Period.
        Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract
        to
        sell, sell any option or contract to purchase, purchase any option or contract
        to sell, grant any option, right or warrant to purchase, lend, or otherwise
        transfer or dispose of, directly or indirectly, any Common Stock (or other
        securities) of the Company or enter into any swap, hedging or other arrangement
        that transfers to another, in whole or in part, any of the economic consequences
        of ownership of any Common Stock (or other securities) of the Company held
        by
        Optionee (other than those included in the registration) for a period specified
        by the representative of the underwriters of Common Stock (or other securities)
        of the Company not to exceed one hundred eighty (180) days following the
        effective date of any registration statement of the Company filed under the
        Securities Act. 

       

      
        
           

        

        
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      Optionee
        agrees to execute and deliver such other agreements as may be reasonably
        requested by the Company or the underwriter which are consistent with the
        foregoing or which are necessary to give further effect thereto. In addition,
        if
        requested by the Company or the representative of the underwriters of Common
        Stock (or other securities) of the Company, Optionee shall provide, within
        ten
        (10) days of such request, such information as may be required by the Company
        or
        such representative in connection with the completion of any public offering
        of
        the Company’s securities pursuant to a registration statement filed under the
        Securities Act. The obligations described in this Section shall not apply
        to a
        registration relating solely to employee benefit plans on Form S-1 or Form
        S-8
        or similar forms that may be promulgated in the future, or a registration
        relating solely to a Commission Rule 145 transaction on Form S-4 or similar
        forms that may be promulgated in the future. The Company may impose
        stop-transfer instructions with respect to the shares of Common Stock (or
        other
        securities) subject to the foregoing restriction until the end of said one
        hundred eighty (180) day period. Optionee agrees that any transferee of the
        Option or shares acquired pursuant to the Option shall be bound by this
        Section.

      


      5. Method
        of Payment.
        Payment
        of the aggregate Exercise Price shall be by any of the following, or a
        combination thereof, at the election of the Optionee:

      


      (a) cash
        or
        check;

      


      (b) consideration
        received by the Company under a formal cashless exercise program adopted
        by the
        Company in connection with the Plan; or 

      


      (c) surrender
        of other Shares which, (i) in the case of Shares acquired from the Company,
        either directly or indirectly, have been owned by the Optionee for more than
        six (6) months on the date of surrender, and (ii) have a Fair Market Value
        on the date of surrender equal to the aggregate Exercise Price of the Exercised
        Shares.

      


      6. Restrictions
        on Exercise.
        This
        Option may not be exercised until such time as the Plan has been approved
        by the
        stockholders of the Company, or if the issuance of such Shares upon such
        exercise or the method of payment of consideration for such shares would
        constitute a violation of any Applicable Law.

      


      7. Non-Transferability
        of Option.
        This
        Option may not be transferred in any manner otherwise than by will or by
        the
        laws of descent or distribution and may be exercised during the lifetime
        of
        Optionee only by Optionee. The terms of the Plan and this Option Agreement
        shall
        be binding upon the executors, administrators, heirs, successors and assigns
        of
        the Optionee.

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      8. Term
        of Option.
        This
        Option may be exercised only within the term set out in the Notice of Grant,
        and
        may be exercised during such term only in accordance with the Plan and the
        terms
        of this Option.

      


      9. Tax
        Obligations.

      


      (a) Withholding
        Taxes.
        Optionee agrees to make appropriate arrangements with the Company (or the
        Parent
        or Subsidiary employing or retaining Optionee) for the satisfaction of all
        Federal, state, local and foreign income and employment tax withholding
        requirements applicable to the Option exercise. Optionee acknowledges and
        agrees
        that the Company may refuse to honor the exercise and refuse to deliver Shares
        if such withholding amounts are not delivered at the time of
        exercise.

      


      (b) Notice
        of Disqualifying Disposition of ISO Shares.
        If the
        Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise
        disposes of any of the Shares acquired pursuant to the ISO on or before the
        later of (1) the date two years after the Date of Grant, or (2) the
        date one year after the date of exercise, the Optionee shall immediately
        notify
        the Company in writing of such disposition. Optionee agrees that Optionee
        may be
        subject to income tax withholding by the Company on the compensation income
        recognized by the Optionee.

      


      10. Entire
        Agreement; Governing Law.
        The
        Plan is incorporated herein by reference. The Plan and this Option Agreement
        constitute the entire agreement of the parties with respect to the subject
        matter hereof and supersede in their entirety all prior undertakings and
        agreements of the Company and Optionee with respect to the subject matter
        hereof, and may not be modified adversely to the Optionee’s interest except by
        means of a writing signed by the Company and Optionee. This agreement is
        governed by the internal substantive laws but not the choice of law rules
        of
[STATE].

      


      11. No
        Guarantee of Continued Service.
        OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
        VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
        AT
        THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
        THIS
        OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND
        AGREES
        THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
        SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE
        OF
        CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
        PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR
        THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER
        AT ANY TIME, WITH OR WITHOUT CAUSE.

      


      Optionee
        acknowledges receipt of a copy of the Plan and represents that he or she
        is
        familiar with the terms and provisions thereof, and hereby accepts this Option
        subject to all of the terms and provisions thereof. Optionee has reviewed
        the
        Plan and this Option in their entirety, has had an opportunity to obtain
        the
        advice of counsel prior to executing this Option and fully understands all
        provisions of the Option. Optionee hereby agrees to accept as binding,
        conclusive and final all decisions or interpretations of the Administrator
        upon
        any questions arising under the Plan or this Option. Optionee further agrees
        to
        notify the Company upon any change in the residence address indicated
        below.

       

      
        
           

        

        
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                  OPTIONEE

                	 	
                  AMERICAN
                    ETHANOL, INC.

                
	 	 	 
	 
	 	  

	
                  Signature

                	 	
                  By

                
	 	 	 
	  
	 	  

	
                  Print
                    Name

                	 	
                  Title

                
	 	 	 
	  
	 	 
	  
	 	 
	
                  Residence
                    Address

                	 	 


        

         

        
          
             

          

          
            -5-

            
              

            

          

          
             

          

        

         

      

      EXHIBIT
        A

       

      2007
        STOCK PLAN

       

      EXERCISE
        NOTICE

       

      AMERICAN
        ETHANOL, INC.

      Address:______________

       

      Attention:
        _____________

      


      1. Exercise
        of Option.
        Effective as of today, _____________, _____, the undersigned (“Optionee”) hereby
        elects to exercise Optionee’s option to purchase _________ shares of the Common
        Stock (the “Shares”) of AMERICAN
        ETHANOL, INC. (the
        “Company”) under and pursuant to the 2007 Stock Plan (the “Plan”) and the
        Stock Option Agreement dated ____________, ____ (the “Option
        Agreement”).

      


      2. Delivery
        of Payment.
        Optionee herewith delivers to the Company the full purchase price of the
        Shares,
        as set forth in the Option Agreement, and any and all withholding taxes due
        in
        connection with the exercise of the Option.

      


      3. Representations
        of Optionee.
        Optionee acknowledges that Optionee has received, read and understood the
        Plan
        and the Option Agreement and agrees to abide by and be bound by their terms
        and
        conditions.

      


      4. Rights
        as Stockholder.
        Until
        the issuance of the Shares (as evidenced by the appropriate entry on the
        books
        of the Company or of a duly authorized transfer agent of the Company), no
        right
        to vote or receive dividends or any other rights as a stockholder shall exist
        with respect to the Optioned Stock, notwithstanding the exercise of the Option.
        The Shares shall be issued to the Optionee as soon as practicable after the
        Option is exercised in accordance with the Option Agreement. No adjustment
        shall
        be made for a dividend or other right for which the record date is prior
        to the
        date of issuance except as provided in Section 13 of the Plan.

      


      5. Company’s
        Right of First Refusal
        Before
        any Shares held by Optionee or any transferee (either being sometimes referred
        to herein as the “Holder”) may be sold or otherwise transferred (including
        transfer by gift or operation of law), the Company or its assignee(s) shall
        have
        a right of first refusal to purchase the Shares on the terms and conditions
        set
        forth in this Section (the “Right of First Refusal”).

      


      (a) Notice
        of Proposed Transfer.
        The
        Holder of the Shares shall deliver to the Company a written notice (the
“Notice”) stating: (i) the Holder’s bona fide intention to sell or
        otherwise transfer such Shares; (ii) the name of each proposed purchaser or
        other transferee (“Proposed Transferee”); (iii) the number of Shares to be
        transferred to each Proposed Transferee; and (iv) the bona fide cash price
        or other consideration for which the Holder proposes to transfer the Shares
        (the
“Offered Price”), and the Holder shall offer the Shares at the Offered Price to
        the Company or its assignee(s).

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (b) Exercise
        of Right of First Refusal.
        At any
        time within thirty (30) days after receipt of the Notice, the Company
        and/or its assignee(s) may, by giving written notice to the Holder, elect
        to
        purchase all, but not less than all, of the Shares proposed to be transferred
        to
        any one or more of the Proposed Transferees, at the purchase price determined
        in
        accordance with subsection (c) below.

      


      (c) Purchase
        Price.
        The
        purchase price (“Purchase Price”) for the Shares purchased by the Company or its
        assignee(s) under this Section shall be the Offered Price. If the Offered
        Price
        includes consideration other than cash, the cash equivalent value of the
        non-cash consideration shall be determined by the Board of Directors of the
        Company in good faith.

      


      (d) Payment.
        Payment
        of the Purchase Price shall be made, at the option of the Company or its
        assignee(s), in cash (by check), by cancellation of all or a portion of any
        outstanding indebtedness of the Holder to the Company (or, in the case of
        repurchase by an assignee, to the assignee), or by any combination thereof
        within thirty (30) days after receipt of the Notice or in the manner and at
        the times set forth in the Notice.

      


      (e) Holder’s
        Right to Transfer.
        If all
        of the Shares proposed in the Notice to be transferred to a given Proposed
        Transferee are not purchased by the Company and/or its assignee(s) as provided
        in this Section, then the Holder may sell or otherwise transfer such Shares
        to
        that Proposed Transferee at the Offered Price or at a higher price, provided
        that such sale or other transfer is consummated within 120 days after the
        date
        of the Notice, that any such sale or other transfer is effected in accordance
        with any applicable securities laws and that the Proposed Transferee agrees
        in
        writing that the provisions of this Section shall continue to apply to the
        Shares in the hands of such Proposed Transferee. If the Shares described
        in the
        Notice are not transferred to the Proposed Transferee within such period,
        a new
        Notice shall be given to the Company, and the Company and/or its assignees
        shall
        again be offered the Right of First Refusal before any Shares held by the
        Holder
        may be sold or otherwise transferred.

      


      (f) Exception
        for Certain Family Transfers.
        Anything to the contrary contained in this Section notwithstanding, the transfer
        of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s
        death by will or intestacy to the Optionee’s immediate family or a trust for the
        benefit of the Optionee’s immediate family shall be exempt from the provisions
        of this Section. “Immediate Family” as used herein shall mean spouse, lineal
        descendant or antecedent, father, mother, brother or sister. In such case,
        the
        transferee or other recipient shall receive and hold the Shares so transferred
        subject to the provisions of this Section, and there shall be no further
        transfer of such Shares except in accordance with the terms of this
        Section.

      


      (g) Termination
        of Right of First Refusal.
        The
        Right of First Refusal shall terminate as to any Shares upon the earlier
        of (i)
        the first sale of Common Stock of the Company to the general public, or (ii)
        a
        Change in Control in which the successor corporation has equity securities
        that
        are publicly traded. 

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      6. Tax
        Consultation.
        Optionee understands that Optionee may suffer adverse tax consequences as
        a
        result of Optionee’s purchase or disposition of the Shares. Optionee represents
        that Optionee has consulted with any tax consultants Optionee deems advisable
        in
        connection with the purchase or disposition of the Shares and that Optionee
        is
        not relying on the Company for any tax advice.

      


      7. Restrictive
        Legends and Stop-Transfer Orders.

      


      (a) Legends.
        Optionee understands and agrees that the Company shall cause the legends
        set
        forth below or legends substantially equivalent thereto, to be placed upon
        any
        certificate(s) evidencing ownership of the Shares together with any other
        legends that may be required by the Company or by state or federal securities
        laws:

      


      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
        PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
        THE
        OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
        SUCH
        OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
        THEREWITH.

      


      THE
        SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
        ON
        TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S)
        AS
        SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER
        OF
        THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
        THE
        ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING
        ON
        TRANSFEREES OF THESE SHARES.

      


      THE
        SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER
        FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE
        UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR
        OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR
        THE
        MANAGING UNDERWRITER.

      


      (b) Stop-Transfer
        Notices.
        Optionee agrees that, in order to ensure compliance with the restrictions
        referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers
        its own securities, it may make appropriate notations to the same effect in
        its own records.

      


      (c) Refusal
        to Transfer.
        The
        Company shall not be required (i) to transfer on its books any Shares that
        have been sold or otherwise transferred in violation of any of the provisions
        of
        this Exercise Notice or (ii) to treat as owner of such Shares or to accord
        the right to vote or pay dividends to any purchaser or other transferee to
        whom
        such Shares shall have been so transferred.

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      8. Successors
        and Assigns.
        The
        Company may assign any of its rights under this Exercise Notice to single
        or
        multiple assignees, and this Exercise Notice shall inure to the benefit of
        the
        successors and assigns of the Company. Subject to the restrictions on transfer
        herein set forth, this Exercise Notice shall be binding upon Optionee and
        his or
        her heirs, executors, administrators, successors and assigns.

      


      9. Interpretation.
        Any
        dispute regarding the interpretation of this Exercise Notice shall be submitted
        by Optionee or by the Company forthwith to the Administrator which shall
        review
        such dispute at its next regular meeting. The resolution of such a dispute
        by
        the Administrator shall be final and binding on all parties.

      


      10. Governing
        Law; Severability.
        This
        Exercise Notice is governed by the internal substantive laws but not the
        choice
        of law rules, of [STATE].
        In the
        event that any provision hereof becomes or is declared by a court of competent
        jurisdiction to be illegal, unenforceable or void, this Option Agreement
        will
        continue in full force and effect.

      


      11. Entire
        Agreement.
        The
        Plan and Option Agreement are incorporated herein by reference. This Exercise
        Notice, the Plan, the Option Agreement and the Investment Representation
        Statement constitute the entire agreement of the parties with respect to
        the
        subject matter hereof and supersede in their entirety all prior undertakings
        and
        agreements of the Company and Optionee with respect to the subject matter
        hereof, and may not be modified adversely to the Optionee’s interest except by
        means of a writing signed by the Company and Optionee.

       

      
        
          	
                  Submitted
                    by:

                	 	
                  Accepted
                    by:

                
	
                  OPTIONEE

                	 	
                  AMERICAN
                    ETHANOL, INC.

                
	 	 	 
	  
	 	  

	
                  Signature

                	 	
                  By

                
	 	 	 
	  
	 	    

	
                  Print
                    Name

                	 	
                  Title

                
	 	 	 
	
                  Address:

                	 	
                  Address:

                
	  
	 	 
	  
	 	  

	  
	 	 
	 	 	 
	 	 	  

	 	 	
                  Date
                    Received

                

 



        
          
             

          

          
            -4-

            
              

            

          

          
             

          

        

      

       

      EXHIBIT
        B

       

      INVESTMENT
        REPRESENTATION STATEMENT

       

      

        
          	
                  OPTIONEE:

                	 
	 	 
	
                  COMPANY:

                	
                  AMERICAN
                    ETHANOL, INC.

                
	 	 
	
                  SECURITY:

                	
                  COMMON
                    STOCK

                
	 	 
	
                  AMOUNT:

                	 
	 	 
	
                  DATE:

                	 


        

      

      


      In
        connection with the purchase of the above-listed Securities, the undersigned
        Optionee represents to the Company the following:

      


      (a) Optionee
        is aware of the Company’s business affairs and financial condition and has
        acquired sufficient information about the Company to reach an informed and
        knowledgeable decision to acquire the Securities. Optionee is acquiring these
        Securities for investment for Optionee’s own account only and not with a view
        to, or for resale in connection with, any “distribution” thereof within the
        meaning of the Securities Act of 1933, as amended (the “Securities
        Act”).

      


      (b) Optionee
        acknowledges and understands that the Securities constitute “restricted
        securities” under the Securities Act and have not been registered under the
        Securities Act in reliance upon a specific exemption therefrom, which exemption
        depends upon, among other things, the bona fide nature of Optionee’s investment
        intent as expressed herein. In this connection, Optionee understands that,
        in
        the view of the Securities and Exchange Commission, the statutory basis for
        such
        exemption may be unavailable if Optionee’s representation was predicated solely
        upon a present intention to hold these Securities for the minimum capital
        gains
        period specified under tax statutes, for a deferred sale, for or until an
        increase or decrease in the market price of the Securities, or for a period
        of
        one year or any other fixed period in the future. Optionee further understands
        that the Securities must be held indefinitely unless they are subsequently
        registered under the Securities Act or an exemption from such registration
        is
        available. Optionee further acknowledges and understands that the Company
        is
        under no obligation to register the Securities. Optionee understands that
        the
        certificate evidencing the Securities will be imprinted with any legend required
        under applicable state securities laws.

      


      (c) Optionee
        is familiar with the provisions of Rule 701 and Rule 144, each
        promulgated under the Securities Act, which, in substance, permit limited
        public
        resale of “restricted securities” acquired, directly or indirectly from the
        issuer thereof, in a non-public offering subject to the satisfaction of certain
        conditions. Rule 701 provides that if the issuer qualifies under
        Rule 701 at the time of the grant of the Option to the Optionee, the
        exercise will be exempt from registration under the Securities Act. In the
        event
        the Company becomes subject to the reporting requirements of Section 13 or
        15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter
        (or such longer period as any market stand-off agreement may require) the
        Securities exempt under Rule 701 may be resold, subject to the satisfaction
        of certain of the conditions specified by Rule 144, including: (1) the
        resale being made through a broker in an unsolicited “broker’s transaction” or
        in transactions directly with a market maker (as said term is defined under
        the Securities Exchange Act of 1934); and, in the case of an affiliate,
        (2) the availability of certain public information about the Company,
        (3) the amount of Securities being sold during any three month period not
        exceeding the limitations specified in Rule 144(e), and (4) the timely
        filing of a Form 144, if applicable.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      In
        the
        event that the Company does not qualify under Rule 701 at the time of grant
        of the Option, then the Securities may be resold in certain limited
        circumstances subject to the provisions of Rule 144, which
        requires the resale to occur not less than one year after the later of the
        date the Securities were sold by the Company or the date the Securities were
        sold by an affiliate of the Company, within the meaning of Rule 144; and,
        in the case of acquisition of the Securities by an affiliate, or by a
        non-affiliate who subsequently holds the Securities less than two years,
        the
        satisfaction of the conditions set forth in sections (1), (2), (3) and (4)
        of the paragraph immediately above.

      


      (d) Optionee
        further understands that in the event all of the applicable requirements
        of
        Rule 701 or 144 are not satisfied, registration under the Securities Act,
        compliance with Regulation A, or some other registration exemption will be
        required; and that, notwithstanding the fact that Rules 144 and 701 are not
        exclusive, the Staff of the Securities and Exchange Commission has expressed
        its
        opinion that persons proposing to sell private placement securities other
        than
        in a registered offering and otherwise than pursuant to Rules 144 or 701
        will have a substantial burden of proof in establishing that an exemption
        from
        registration is available for such offers or sales, and that such persons
        and
        their respective brokers who participate in such transactions do so at their
        own
        risk. Optionee understands that no assurances can be given that any such
        other
        registration exemption will be available in such event.

       

      
        
          	 	
                  Signature
                    of Optionee:

                
	 	 	 	 	 
	 	 	 	 	 
	 	  

	 	 	 	 	 
	 	
                  Date: 
                    

                	  
	
                  ,

                	 



        

      

       

      
        
           

        

        
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