EXHIBIT
      10.4


    


    2007
      STOCK INCENTIVE PLAN

    OF

    GRANT
      LIFE SCIENCES, INC.

     

    1.                                      
      Purposes
      of the Plan. 
      This stock incentive plan (the “Plan”)
      is
      intended to provide an incentive to employees (including directors and officers
      who are employees), consultants and non-employee directors of Grant Life
      Sciences, Inc. (the “Company”),
      a
      Nevada corporation, or any Parent or Subsidiaries (as such terms are defined
      in
      Paragraph 17), and to offer an additional inducement in obtaining the services
      of such individuals.  The Plan provides for the grant of “incentive stock
      options” (“ISOs”)
      within
      the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
      (the “Code”),
      stock
      options which do not qualify as ISOs (“NQSOs”),
      and
      shares of stock of the Company that may be subject to contingencies or
      restrictions (“Restricted
      Stock”;
      collectively, with an ISO or NQSO, each an “Award”). 
      The Company makes no representation or warranty, express or implied, as to
      the
      qualification of any option as an “incentive stock option” or any other
      treatment of an Award under the Code.

     

    2.                                      
      Stock
      Subject to the Plan. 
      Subject to the provisions of Paragraph 10, the aggregate number of shares of
      the
      Company’s common stock, par value $.001 per share (“Common
      Stock”),
      for
      which Awards may be granted under the Plan shall not exceed 30,000,000
      shares.  Such shares of Common Stock may, in the discretion of the Board of
      Directors of the Company (the “Board
      of Directors”),
      consist either in whole or in part of authorized but unissued shares of Common
      Stock or shares of Common Stock held in the treasury of the Company. 
Subject to the termination provisions of Paragraph 11, any shares of Common
      Stock subject to an Award which for any reason expires or is forfeited,
      canceled, or terminated unexercised or which ceases for any reason to be
      exercisable, shall again become available for the granting of Awards under
      the
      Plan.  Subject to the termination provisions of Paragraph 11, unvested
      shares issued under the Plan and subsequently repurchased by the Company,
      pursuant to the Company’s repurchase rights under the Plan shall be added back
      to the number of shares of Common Stock reserved for issuance under the Plan
      and
      shall accordingly be available for reissuance through one or more subsequent
      Award grants.  The Company shall at all times during the term of the Plan
      reserve and keep available such number of shares of Common Stock as will be
      sufficient to satisfy the requirements of the Plan.  As further set forth
      in Section 9 hereof, all Awards shall be granted by one or more written
      instruments (the “Contract”)
      which
      shall set forth all terms and conditions of the Award.

     

    3.                                      
      Administration
      of the Plan.
      The
      Plan will be administered by the Board of Directors, or by a committee (the
      “Committee”)
      consisting of two or more directors appointed by the Board of Directors. 
Those administering the Plan shall be referred to herein as the “Administrators.” 
      Notwithstanding the foregoing, if the Company is or becomes a corporation
      issuing any class of common equity securities required to be registered under
      Section 12 of the Securities Exchange Act of 1934, as amended (the
“Exchange
      Act”),
      to
      the extent necessary to preserve any deduction under Section 162(m) of the
      Code or to comply with Rule 16b-3 promulgated under the Exchange Act, or any
      successor rule (“Rule
      16b-3”),
      any
      Committee appointed by the Board of Directors to administer the Plan shall
      be
      comprised of two or more directors each of whom shall be a “non-employee
      director,” within the meaning of Rule 16b-3, and an “outside director,” within
      the meaning of Treasury Regulation Section 1.162-27(e)(3), and the
      delegation of powers to the Committee shall be consistent with applicable laws
      and regulations (including, without limitation, applicable state law and Rule
      16b-3).  Unless otherwise provided in the By-Laws of the Company, by
      resolution of the Board of Directors or applicable law, a majority of the
      members of the Committee shall constitute a quorum, and the acts of a majority
      of the members present at any meeting at which a quorum is present, and any
      acts
      approved in writing by all members without a meeting, shall be the acts of
      the
      Committee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      Administrators shall have authority, subject to the express provisions of the
      Plan, to construe the respective Contracts and the Plan; to prescribe, amend
      and
      rescind rules and regulations relating to the Plan; to determine the terms
      and
      provisions of the respective Contracts, which need not be identical; and to
      make
      all other determinations in the judgment of the Administrators necessary or
      desirable for the administration of the Plan.  The Administrators may
      correct any defect or supply any omission or reconcile any inconsistency in
      the
      Plan or in any Contract in the manner and to the extent it shall deem expedient
      to carry the Plan into effect and it shall be the sole and final judge of such
      expediency.  No director or person acting pursuant to authority delegated
      by the Board shall be liable for any action or determination under the Plan
      made
      in good faith.

     

    4.                                      
      Eligibility. 
      The Administrators may from time to time, consistent with the purposes of the
      Plan, grant Awards to (a) employees (including officers and directors who
      are employees) of the Company, any Parent or any of its Subsidiaries,
      (b) consultants to the Company, any Parent or any of its Subsidiaries,
      and/or (c) to such directors of the Company who, at the time of grant, are
      not common law employees of the Company or of any of its Subsidiaries, as the
      Administrators may determine in their sole discretion (each, an “Award
      Holder”). 
      Such Awards granted shall cover such number of shares of Common Stock as the
      Administrators may determine in their sole discretion; provided,
      however,
      that if
      on the date of grant of an Award, any class of common stock of the Company
      (including without limitation the Common Stock) is required to be registered
      under Section 12 of the Exchange Act, the maximum number of shares subject
      to an Award that may be granted to any Award Holder during any calendar year
      under the Plan shall be 2,500,000 shares (the “Section 162(m)
      Maximum”);
      provided,
      further,
      however,
      that
      the aggregate market value (determined at the time the option is granted) of
      the
      shares of Common Stock for which any eligible employee may be granted ISOs
      under
      the Plan or any other plan of the Company, or of a Parent or a Subsidiary of
      the
      Company, which are exercisable for the first time by such employee during any
      calendar year shall not exceed $100,000.  The $100,000 ISO limitation
      amount shall be applied by taking ISOs into account in the order in which they
      were granted.  Any option (or portion thereof) granted in excess of such
      ISO limitation amount shall be treated as a NQSO to the extent of such
      excess.

     

    5.                                      
      Options.

     

    (a)                                 
      Grant. 
      The Administrators may from time to time, in their sole discretion, consistent
      with the purposes of the Plan, grant options to one or more Award
      Holders.

     

    
      
         

      

      
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    (b)                                
      Exercise
      Price. 
      The exercise price of the shares of Common Stock under each option shall be
      determined by the Administrators in their sole discretion; provided,
      however,
      that
      the exercise price of an ISO, or of any Award intended to satisfy the
      performance-based compensation exemption to the deduction limitation under
      Section 162(m) of the Code, shall not be less than the fair market value of
      the Common Stock subject to such option on the date of grant; and provided,
      further,
      however,
      that
      if, at the time an ISO is granted, the Award Holder owns (or is deemed to own
      under Section 424(d) of the Code) stock possessing more than ten percent
      (10%) of the total combined voting power of all classes of stock of the Company,
      of any of its Subsidiaries or of a Parent, the exercise price of such ISO shall
      not be less than one hundred ten percent (110%) of the fair market value of
      the
      Common Stock subject to such ISO on the date of grant.

     

    (c)                                 
      Term. 
      Each option granted pursuant to the Plan shall be for such term as is
      established by the Administrators, in their sole discretion, at or before the
      time such option is granted; provided,
      however,
      that
      the term of each option granted pursuant to the Plan shall be for a period
      not
      exceeding ten (10) years from the date of grant thereof, and provided
      further,
      that
      if, at the time an ISO is granted, the Award Holder owns (or is deemed to own
      under Section 424(d) of the Code) stock possessing more than ten percent
      (10%) of the total combined voting power of all classes of stock of the Company,
      of any of its Subsidiaries or of a Parent, the term of the ISO shall be for
      a
      period not exceeding five (5) years from the date of grant.  Options shall
      be subject to earlier termination as hereinafter provided.

     

    (d)                                
      Termination
      of Relationship. 
      (i)  Except as may otherwise be expressly provided in the applicable
      Contract or the Award Holder’s written employment or consulting or termination
      contract, any Award Holder, whose employment or consulting or advisory
      relationship with the Company, any Parent or any of its Subsidiaries, has
      terminated for any reason other than the death or Disability of the Award
      Holder, may exercise any option granted to the Award Holder as an employee
      or
      consultant, to the extent exercisable on the date of such termination, at any
      time within three (3) months after the date of termination, but not thereafter
      and in no event after the date the option would otherwise have expired;
provided,
      however,
      that if
      such relationship is terminated for Cause (as defined in Paragraph 17), such
      option shall terminate immediately.

     

    (ii)                                 
      For
      the
      purposes of the Plan, an employment or consulting relationship shall be deemed
      to exist between an individual and the Company if, at the time of the
      determination, the individual was an employee of the Company, its Parent, any
      of
      its Subsidiaries or any of its consultants for purposes of Section 422(a)
      of the Code.  As a result, an individual on military leave, sick leave or
      other bona fide leave of absence shall continue to be considered an employee
      or
      consultant for purposes of the Plan during such leave if the period of the
      leave
      does not exceed ninety (90) days, or, if longer, so long as the individual’s
      right to re-employment with the Company, any of its Subsidiaries or a Parent
      or
      consultant is guaranteed either by statute or by contract.  If the period
      of leave exceeds ninety (90) days and the individual’s right to re-employment is
      not guaranteed by statute or by contract, the employment or consulting
      relationship shall be deemed to have terminated on the ninety-first
      (91st)
      day of
      such leave.

     

    
      
         

      

      
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    (iii)                              
      Except
      as
      may otherwise be expressly provided in the applicable Contract, an Award Holder
      whose directorship with the Company has terminated for any reason other than
      the
      Award Holder’s death or Disability, may exercise the options granted to the
      Award Holder as a director who was not an employee of or consultant to the
      Company or any of its Subsidiaries, to the extent exercisable on the date of
      such termination, at any time within three (3) months after the date of
      termination, but not thereafter and in no event after the date the option would
      otherwise have expired; provided,
      however,
      that if
      the Award Holder’s directorship is terminated for Cause, such option shall
      terminate immediately.

     

    (iv)                             
      Except
      as
      may otherwise be expressly provided in the applicable Contract, options granted
      under this Plan to a director, officer, employee, consultant or advisor shall
      not be affected by any change in the status of the Award Holder so long as
      such
      Award Holder continues to be a director of the Company, or an officer or
      employee of, or a consultant or advisor to, the Company or any of its
      Subsidiaries or a Parent (regardless of having changed from one to the other
      or
      having been transferred from one entity to another).

     

    (v)                                
      Nothing
      in the Plan or in any option granted under the Plan shall confer on any person
      any right to continue in the employ of or as a consultant or advisor of the
      Company, its Parent or any of its Subsidiaries, or as a director of the Company,
      or interfere in any way with any right of the Company, any Parent or any of
      its
      Subsidiaries to terminate such relationship at any time for any reason
      whatsoever without liability to the Company, any Parent or any of its
      Subsidiaries.

     

    (e)                                 
      Death
      or Disability of an Award Holder. 
      (i)  Except as may otherwise be expressly provided in the applicable
      Contract or the Award Holder’s written employment or consulting or termination
      contract, if an Award Holder dies (A) while the Award Holder is employed by,
      or
      a consultant to, the Company, any Parent or any of its Subsidiaries, (B) within
      three (3) months after the termination of the Award Holder’s employment or
      consulting relationship with the Company, any Parent and its Subsidiaries
      (unless such termination was for Cause) or (C) within one (1) year
      following the termination of such employment or consulting relationship by
      reason of the Award Holder’s Disability, the options granted to the Award Holder
      as an employee of, or consultant to, the Company or any Parent or any of its
      Subsidiaries, may be exercised, to the extent exercisable on the date of the
      Award Holder’s death, by the Award Holder’s Legal Representative (as such term
      is defined in Paragraph 17), at any time within one (1) year after death, but
      not thereafter and in no event after the date the option would otherwise have
      expired.  Except as may otherwise be expressly provided in the applicable
      Contract or the Award Holder’s written employment or consulting or termination
      contract, any Award Holder whose employment or consulting relationship with
      the
      Company, any Parent and its Subsidiaries has terminated by reason of the Award
      Holder’s Disability may exercise such options, to the extent exercisable upon
      the effective date of such termination, at any time within one (1) year after
      such date, but not thereafter and in no event after the date the option would
      otherwise have expired.

     

    (ii)                                 
      Except
      as
      may otherwise be expressly provided in the applicable Contract, if an Award
      Holder dies (A) while the Award Holder is a director of the Company, (B) within
      three (3) months after the termination of the Award Holder’s directorship
with
      the
      Company (unless such termination was for Cause) or (C) within one (1) year
      after
      the termination of the Award Holder’s directorship by reason of the Award
      Holder’s Disability, the options granted to the Award Holder as a director who
      was not an employee of or consultant to the Company or any Parent or any of
      its
      Subsidiaries, may be exercised, to the extent exercisable on the date of the
      Award Holder’s death, by the Award Holder’s Legal Representative at any time
      within one (1) year after death, but not thereafter and in no event after the
      date the option would otherwise have expired.  Except as may otherwise be
      expressly provided in the applicable Contract, an Award Holder whose
      directorship with the Company has terminated by reason of Disability, may
      exercise such options, to the extent exercisable on the effective date of such
      termination, at any time within one (1) year after such date, but not thereafter
      and in no event after the date the option would otherwise have
      expired.

     

    
      
         

      

      
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    (f)                                   
      Repurchase
      Rights. 
      The Administrators shall have the discretion to grant options which are
      exercisable for shares of Common Stock subject to certain repurchase rights
      of
      the Company.  The terms upon which such repurchase right shall be
      exercisable (including the period and procedure for exercise and the appropriate
      vesting schedule for the purchased shares) shall be established by the
      Administrators and set forth in the Contract evidencing such repurchase
      Award.

     

    6.                                      
      Restricted
      Stock. 
      The Administrators, in their sole discretion, may from time to time, consistent
      with the purposes of the Plan, grant shares of Common Stock to persons eligible
      for such grant pursuant to Paragraph 4.  The grant may be for no
      consideration or may require the Award Holder to pay such price per share
      therefor, if any, as the Administrators may determine, in their sole
      discretion.  Such shares may be subject to such contingencies and
      restrictions as the Administrators may determine, as set forth in the Contract,
      including the right to repurchase such shares upon specified events determined
      by the Administrators as set forth in the Contract, or events of forfeiture
      as
      determined by the Administrators as set forth in the Contract.  Such rights
      of repurchase or forfeiture may be based on such factors as determined by the
      Administrators, including but not limited to factors relating to the tenure
      of
      the employment or consulting relationship between the Award Holder and the
      Company, performance criteria related to the Award Holder or the Company, and
      whether the relationship between the Award Holder and the Company has terminated
      with or without Cause or with or without the Company’s consent.  Upon the
      issuance of the stock certificate for a Restricted Stock Award, or in the case
      of uncertificated shares, the entry on the books of the Company’s transfer agent
      representing such shares, notwithstanding any contingencies or restrictions
      to
      which the shares are subject, the Award Holder shall be considered to be the
      record owner of the shares, and subject to the contingencies and restrictions
      set forth in the Award Agreement, shall have all rights of a shareholder of
      record with respect to such shares, including the right to vote and to receive
      distributions.  The shares shall vest in the Award Holder when all of the
      vesting restrictions and contingencies lapse, including the lapse of any rights
      of repurchase or forfeiture as provided in the Contract.  Until such time,
      the Administrators may require that such shares be held by the Company, together
      with a stock power duly endorsed in blank by the Award Holder.

     

    
      
         

      

      
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    7.                                      
      Rules
      of Operation.

     

    (a)                                 
      Fair
      Market Value. 
      The fair market value of a share of Common Stock on any day shall be (i) if
      the
      principal market for the Common Stock is a national securities exchange, the
      closing prices per share of the Common Stock on such day as reported by such
      exchange or on a consolidated tape reflecting transactions on such exchange,
      (ii) if the principal market for the Common Stock is not a national securities
      exchange and the Common Stock is quoted on the Nasdaq Stock Market
      (“Nasdaq”),
      and
      (A) if actual sales price information is available with respect to the Common
      Stock, the closing sales prices per share of the Common Stock on such day on
      Nasdaq, or (B) if such information is not available, the closing bid and the
      asked prices per share for the Common Stock on such day on Nasdaq, or
      (iii) if the principal market for the Common Stock is not a national
      securities exchange and the Common Stock is not quoted on Nasdaq, the closing
      bid and asked prices per share for the Common Stock on such day as reported on
      the OTC Bulletin Board Service or by National Quotation Bureau, Incorporated
      or
      a comparable service; provided,
      however,
      that if
      clauses (i), (ii) and (iii) of this Paragraph 7(a) are all inapplicable because
      the Company’s Common Stock is not publicly traded, or if no trades have been
      made or no quotes are available for such day, the fair market value of a share
      of Common Stock shall be determined by the Administrators by any method
      consistent with any applicable regulations adopted by the Treasury Department
      relating to stock options.

     

    (b)                                
      Notice
      and Exercise. 
      An Award (or any installment thereof), to the extent then exercisable, shall
      be
      exercised by giving written notice to the Company at its principal office
      stating which Award is being exercised, specifying the number of shares of
      Common Stock as to which such Award is being exercised and accompanied by
      payment in full of the aggregate exercise price therefor (or the amount due
      on
      exercise if the applicable Contract permits installment payments) (i) in cash
      and/or by certified check, (ii) with the authorization of the Administrators,
      with previously acquired shares of Common Stock having an aggregate fair market
      value, on the date of exercise, equal to the aggregate exercise price of all
      Awards being exercised, (iii) with the authorization of the Administrators,
      by
      delivering a recourse, interest bearing promissory note payable in one or more
      installments and secured by the shares of Common Stock for which the Award
      is
      exercised, or (iv) by any other means which the Administrators determine are
      consistent with the purposes of the Plan and with applicable laws and
      regulations.  The Company shall not be required to issue any shares of
      Common Stock pursuant to the exercise of any Award until all required payments
      with respect thereto, including payments for any required withholding amounts,
      have been made.

     

    To
      the
      extent permitted by applicable laws and regulations, the Administrators may,
      in
      their sole discretion, permit payment of the exercise price of an Award by
      delivery by the Award Holder of a properly executed notice, together with a
      copy
      of the Award Holder’s irrevocable instructions to a broker acceptable to the
      Administrators to deliver promptly to the Company the amount of sale or loan
      proceeds sufficient to pay such exercise price.  In connection therewith,
      the Company may enter into agreements for coordinated procedures with one or
      more brokerage firms.

     

    
      
         

      

      
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    (c)                                 
      Fractional
      Shares. 
      In no case may a fraction of a share of Common Stock be purchased or issued
      under the Plan.

     

    (d)                                
      Stockholder
      Rights. 
      An Award Holder shall not have the rights of a stockholder with respect to
      such
      shares of Common Stock to be received upon the exercise or grant of an Award
      until the date of issuance of a stock certificate to the Award Holder for such
      shares or, in the case of uncertificated shares, until the date an entry is
      made
      on the books of the Company’s transfer agent representing such shares;
provided,
      however,
      that
      until such stock certificate is issued or until such book entry is made, any
      Award Holder using previously acquired shares of Common Stock in payment of
      an
      option exercise price shall continue to have the rights of a stockholder with
      respect to such previously acquired shares.

     

    8.                                      
      Compliance
      with Securities Laws.

     

    (a)                                 
      Registration. 
      It is a condition to the receipt or exercise of any Award that either (i) a
      Registration Statement under the Securities Act of 1933, as amended (the
“Securities
      Act”),
      with
      respect to the shares of Common Stock to be issued upon such grant or exercise
      shall be effective and current at the time of such grant or exercise, or
      (ii) there is an exemption from registration under the Securities Act for
      the issuance of the shares of Common Stock upon such grant or exercise. 
Nothing herein shall be construed as requiring the Company to register shares
      subject to any Award under the Securities Act or to keep any Registration
      Statement effective or current.

     

    (b)                                
      Representations
      and Warranties. 
      The Administrators may require, in their sole discretion, as a condition to
      the
      grant or exercise of an Award, that the Award Holder execute and deliver to
      the
      Company the Award Holder’s representations and warranties, in form, substance
      and scope satisfactory to the Administrators, which the Administrators determine
      is necessary or convenient to facilitate the perfection of an exemption from
      the
      registration requirements of the Securities Act, applicable state securities
      laws or other legal requirements, including without limitation, that (i) the
      shares of Common Stock to be issued upon the receipt or exercise of an Award
      are
      being acquired by the Award Holder for the Award Holder’s own account, for
      investment only and not with a view to the resale or distribution thereof,
      and
      (ii) any subsequent resale or distribution of shares of Common Stock by such
      Award Holder will be made only pursuant to (A) a Registration Statement under
      the Securities Act which is effective and current with respect to the shares
      of
      Common Stock being sold, or (B) a specific exemption from the registration
      requirements of the Securities Act, but in claiming such exemption, the Award
      Holder, prior to any offer of sale or sale of such shares of Common Stock,
      shall
      provide the Company with a favorable written opinion of counsel satisfactory
      to
      the Company, in form, substance and scope satisfactory to the Company, as to
      the
      applicability of such exemption to the proposed sale or
      distribution.

     

    (c)                                 
      Listing
      of Shares. 
      In addition, if at any time the Administrators shall determine that the listing
      or qualification of the shares of Common Stock subject to any Award on any
      securities exchange, Nasdaq or under any applicable law, or that the consent
      or
      approval of any governmental agency or regulatory body, is necessary or
      desirable as a condition to, or in connection with, the granting of an Award
      or
      the issuance of shares of Common Stock upon
      exercise of an Award, such Award may not be granted or exercised in whole or
      in
      part, as the case may be, unless such listing, qualification, consent or
      approval shall have been effected or obtained free of any conditions not
      acceptable to the Administrators.

     

    
      
         

      

      
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    9.                                      
      Award
      Contracts. 
      Each Award shall be evidenced by an appropriate Contract, which shall be duly
      executed by the Company and the Award Holder.  Such Contract shall contain
      such terms, provisions and conditions not inconsistent herewith as may be
      determined by the Administrators in their sole discretion.  The terms of
      each Award and Contract need not be identical.

     

    10.                                
      Adjustments
      upon Changes in Common Stock.

     

    (a)                                 
      Adjustments. 
      Notwithstanding any other provision of the Plan, in the event of any change
      in
      the outstanding Common Stock by reason of a stock dividend, recapitalization,
      merger in which the Company is the surviving corporation, consolidation,
      spin-off, split-up, combination or exchange of shares or the like which results
      in a change in the number or kind of shares of Common Stock which are
      outstanding immediately prior to such event, the aggregate number and kind
      of
      shares subject to the Plan, the aggregate number and kind of shares subject
      to
      each outstanding Award, the exercise price of each Award, and the maximum number
      of shares subject to each Award that may be granted to any employee in any
      calendar year, and the Section 162(m) Maximum, shall be appropriately
      adjusted by the Board of Directors, whose determination shall be conclusive
      and
      binding on all parties.  Such adjustment may provide for the elimination of
      fractional shares that might otherwise be subject to options without payment
      therefor.  Notwithstanding the foregoing, no adjustment shall be made
      pursuant to this Paragraph 10 if such adjustment (i) would cause the Plan to
      fail to comply with Section 422 of the Code or with Rule 16b-3 of the
      Exchange Act (if applicable to such Award), and (ii) would be considered as
      the adoption of a new plan requiring stockholder approval.  The conversion
      of one or more outstanding shares of the Company’s Preferred Stock, if any, into
      Common Stock shall not in and of itself require any adjustment under this
      Paragraph 10.

     

    (b)                                
      Acceleration
      of Vesting. 
      Except as may otherwise be expressly provided in an applicable Contract, in
      the
      event of a Corporate Transaction (as defined in Paragraph 17) (i) the shares
      subject to each Restricted Stock Award outstanding under the Plan shall vest
      in
      full immediately prior to the effective date of the Corporate Transaction and
      (ii) any options shall vest in full at such date so that each such Award shall,
      immediately prior to the effective date of the Corporate Transaction, become
      fully exercisable for all of the shares of Common Stock at the time subject
      to
      that Award and may be exercised for any or all of those shares as fully-vested
      shares of Common Stock and such options shall otherwise terminate as of the
      effective date of the Corporate Transaction.  However, unless the
      Administrators determine otherwise, the shares subject to an outstanding Award
      shall not vest on such an accelerated basis if and to the extent that: 
(A) such Award is assumed by the successor corporation (or parent thereof)
      in the Corporate Transaction and the Company’s repurchase rights, if any, are
      concurrently assigned to such successor corporation (or parent thereof) or
      if
      the Corporate Transaction is of the type specified in Paragraph 17(c)(i)(C)
      the
      Company expressly agrees to allow the option to continue or (B) such Award
      is to
      be replaced with a cash incentive program of the successor corporation which
      preserves the spread existing on the unvested Award shares at the
      time
      of the Corporate Transaction and provides for subsequent payout in accordance
      with the same vesting schedule applicable to those unvested Award shares,
      or (C) the acceleration of such Award is subject to other limitations imposed
      by
      the Administrators at the time of the Award grant.  Unless the
      Administrators determine otherwise, all outstanding repurchase rights under
      an
      Award or Stock Purchase Agreement shall also terminate automatically, and the
      shares of Common Stock subject to those terminated rights shall immediately
      vest
      in full, in the event of a Corporate Transaction, except to the extent
      that  (x) those repurchase rights are assigned to the successor
      corporation (or Parent thereof) in connection with such transaction or, if
      the
      Corporate Transaction is of the type specified in Paragraph 17(c)(i)(C) the
      Company expressly agrees to provide for the continuation of such repurchase
      rights or (y) such accelerated vesting is precluded by other limitations imposed
      by the Administrators at the time the repurchase right is issued.

     

    
      
         

      

      
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    (c)                                 
      Termination
      of Repurchase Rights. 
      The Administrators shall have the discretionary authority, exercisable at the
      time the unvested Award shares are issued or any time while the Company’s
      repurchase rights with respect to those shares remain outstanding, to provide
      that those rights shall automatically terminate on an accelerated basis, and
      the
      shares subject to those terminated rights shall immediately vest, in the event
      that the Award Holder’s employment should subsequently be terminated by the
      Company without Cause within a designated period (not to exceed eighteen (18)
      months) following the effective date of any Corporate Transaction in which
      those
      repurchase rights are assigned to the successor corporation (or parent
      thereof).

     

    11.                                
      Amendments
      and Termination of the Plan. 
      The Plan was adopted by the Board of Directors on June 27, 2007.  No Award
      may be granted under the Plan after June 27, 2017.  The Board of Directors,
      without further approval of the Company’s stockholders, may at any time suspend
      or terminate the Plan, in whole or in part, or amend it from time to time in
      such respects as it may deem advisable, including without limitation, in order
      that ISOs granted hereunder meet the requirements for “incentive stock options”
under the Code, or to comply with the provisions of Rule 16b-3 or
      Section 162(m) of the Code or any change in applicable laws or regulations,
      ruling or interpretation of any governmental agency or regulatory body;
provided,
      however,
      that no
      amendment shall be effective, without the requisite prior or subsequent
      stockholder approval, which would (a) except as contemplated in Paragraph 10,
      increase the maximum number of shares of Common Stock for which any Awards
      may
      be granted under the Plan or change the Section 162 Maximum, (b) change the
      eligibility requirements for individuals entitled to receive Awards hereunder,
      or (c) make any change for which applicable law or any governmental agency
      or
      regulatory body requires stockholder approval.  No termination, suspension
      or amendment of the Plan shall adversely affect the rights of an Award Holder
      under any Award granted under the Plan without such Award Holder’s
      consent.  The power of the Administrators to construe and administer any
      Award granted under the Plan prior to the termination or suspension of the
      Plan
      shall continue after such termination or during such suspension.

     

    12.                                
      Non-Transferability. 
      Except as may otherwise be expressly provided in the applicable Contract, no
      option granted under the Plan shall be transferable other than by will
or
      the
      laws of descent and distribution, and Awards may be exercised, during the
      lifetime of the Award Holder, only by the Award Holder or the Award Holder’s
      Legal Representatives.  Except as may otherwise be expressly provided in
      the applicable Contract, a Restricted Stock Award, to the extent not vested,
      shall not be transferable otherwise than by will or the laws or descent and
      distribution.  Except to the extent provided above, Awards may not be
      assigned, transferred, pledged, hypothecated or disposed of in any way (whether
      by operation of law or otherwise) and shall not be subject to execution,
      attachment or similar process, and any such attempted assignment, transfer,
      pledge, hypothecation or disposition shall be null and void ab initio
      and of
      no force or effect.

     

    
      
         

      

      
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    13.                                
      Withholding
      Taxes. 
      The Company, or its Parent or Subsidiary, as applicable, may withhold (a) cash
      or (b) with the consent of the Administrators (in the Contract or otherwise),
      shares of Common Stock to be issued under an Award or a combination of cash
      and
      shares, having an aggregate fair market value equal to the amount which the
      Administrators determine is necessary to satisfy the obligation of the Company,
      a Subsidiary or Parent to withhold federal, state and local income taxes or
      other amounts incurred by reason of the grant, vesting, exercise or disposition
      of an option or the disposition of the underlying shares of Common Stock. 
Alternatively, the Company may require the Award Holder to pay to the Company
      such amount, in cash, promptly upon demand.

     

    14.                                
      Legends;
      Payment of Expenses; Share Escrow. 
      The Company may endorse such legend or legends upon the certificates for shares
      of Common Stock issued upon the grant or exercise of an Award and may issue
      such
“stop transfer” instructions to its transfer agent in respect of such shares as
      it determines, in its sole discretion, to be necessary or appropriate to (a)
      prevent a violation of, or to perfect an exemption from, the registration
      requirements of the Securities Act, applicable state securities laws or other
      legal requirements, (b) implement the provisions of the Plan or any agreement
      between the Company and the Award Holder with respect to such shares of Common
      Stock, or (c) permit the Company to determine the occurrence of a “disqualifying
      disposition,” as described in Section 421(b) of the Code, of the shares of
      Common Stock transferred upon the exercise of an ISO granted under the
      Plan.  The Company shall pay all issuance taxes with respect to the
      issuance of shares of Common Stock upon grant or exercise of an Award, as well
      as all fees and expenses incurred by the Company in connection with such
      issuance.  Shares of Restricted Common Stock issued upon exercise of an
      Award may, in the Administrator’s discretion, be held in escrow by the Company
      until the Award Holder’s interest in such shares vests.

     

    15.                                
      Use
      of
      Proceeds. 
      The cash proceeds to be received upon the grant or exercise of an Award shall
      be
      added to the general funds of the Company and used for such corporate purposes
      as the Board of Directors may determine, in its sole discretion.

     

    16.                                
      Substitutions
      and Assumptions of Awards of Certain Constituent Corporations. 
      Anything in this Plan to the contrary notwithstanding, the Board of Directors
      may, without further approval by the stockholders, substitute new Awards for
      prior Awards of a Constituent Corporation (as such term is defined in Paragraph
      17) or assume the prior options or restricted stock of such Constituent
      Corporation.

     

    
      
         

      

      
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    17.                                
      Definitions.

     

    (a)                                 
      “Cause,”
in
      connection with the termination of an Award Holder, shall mean (i) “cause,” as
      such term (or any similar term, such as “with cause”) is defined in any
      employment, consulting or other applicable agreement for services between the
      Company and such Award Holder, or (ii) in the absence of such an agreement,
      “cause” as such term is defined in the Contract executed by the Company and such
      Award Holder, or (iii) in the absence of both of the foregoing or if not defined
      in such agreements, (A) conviction of such Award Holder for any felony or
      the entering by him of a please of guilty or nolo
      contendere
      with
      respect thereto, (B) willful and repeated failures in any material respect
      of such Award Holder to perform any of the Award Holder’s reasonable duties and
      responsibilities assigned to him and the failure of the Award Holder to cure
      such failures hereunder within thirty (30) days after written notice thereof
      from the Company, (C) the commission of any act or failure to act by such
      Award Holder that involves moral turpitude, dishonesty, theft, destruction
      of
      property, fraud, embezzlement or unethical business conduct, or that is
      otherwise injurious to the Company, any of its Subsidiaries or any Parent or
      any
      other affiliate of the Company (or its or their respective employees), whether
      financially or otherwise, (D) any material violation by such Award Holder
      of the requirements of such Contract, any other contract or agreement between
      the Company and such Award Holder or this Plan (as in effect from time to time),
      (E) a breach by the Award Holder of any confidentiality or nondisclosure
      agreement or any other similar agreement or arrangement; in each case, with
      respect to subsections (A) through (E), as determined by the Board of
      Directors.

     

    (b)                                
      “Constituent
      Corporation”
shall
      mean any corporation which engages with the Company, its Parent or any
      Subsidiary in a transaction to which Section 424(a) of the Code applies (or
      would apply if the option assumed or substituted were an ISO), or any Parent
      or
      any Subsidiary of such corporation.

     

    (c)                                 
      “Corporate
      Transaction”
shall
      mean

     

    (i)                                    
      any
      of
      the following transactions effected with a Person not an Affiliate of the
      Company prior to the transaction:

     

    (A)                             
      a
      merger,
      consolidation or combination of the Company with or into another issuer; (B)
      the
      exchange or sale of all or a portion of the outstanding shares of the Company
      for securities of another issuer, or other consideration provided by such issuer
      or by another party to such transaction; or (C) the issuance of equity
      securities of the Company or securities convertible into equity securities,
      in
      exchange for securities of another issuer or other consideration provided by
      such issuer or by another party to such transaction; and in the case of either
      (A), (B) or (C) the Company’s shareholders prior to the transaction, do not
      possess, immediately after such transaction, more than fifty percent (50%)
      (not
      including the holdings of the other issuer or affiliate thereof, if such Person
      was a shareholder of the Company prior to the transaction) of the voting power
      of any one or more of the following:  (X)  the Company; (Y) such
      other issuer; or (Z) such other constituent party to the transaction;
      or

     

    
      
         

      

      
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    (ii)                                 
      a
      sale of
      all or substantially all of the Company’s assets to a third party not an
      Affiliate of the Company immediately prior to such transaction.

     

    (d)                                
      “Disability”
shall
      mean a permanent and total disability within the meaning of
      Section 22(e)(3) of the Code.

     

    (e)                                 
      “Legal
      Representative”
shall
      mean the executor, administrator or other person who at the time is entitled
      by
      law to exercise the rights of a deceased or incapacitated Award Holder with
      respect to an Award granted under the Plan.

     

    (f)                                   
      “Parent”
shall
      mean a “parent corporation” within the meaning of Section 424(e) of the
      Code.

     

    (g)                                
      “Subsidiary”
shall
      mean a “subsidiary corporation” within the meaning of Section 424(f) of the
      Code.

     

    18.                                
      Governing
      Law. 
      The Plan, any Awards granted hereunder, the Contracts and all related matters
      shall be governed by, and construed in accordance with, the laws of the State
      of
      Nevada, other than those laws which would defer to the substantive law of the
      other jurisdiction.

     

    Neither
      the Plan nor any Contract shall be construed or interpreted with any presumption
      against the Company by reason of the Company causing the Plan or Contract to
      be
      drafted.  Whenever from the context it appears appropriate, any term stated
      in either the singular or plural shall include the singular and plural, and
      any
      term stated in the masculine, feminine or neuter gender shall include the
      masculine, feminine and neuter.

     

    19.                                
      Partial
      Invalidity. 
      The invalidity, illegality or unenforceability of any provision in the Plan,
      any
      Award or Contract shall not affect the validity, legality or enforceability
      of
      any other provision, all of which shall be valid, legal and enforceable to
      the
      fullest extent permitted by applicable law.

     

    20.                                
      Stockholder
      Approval. 
      The Plan shall be subject to approval of the Company’s stockholders.  No
      options granted hereunder may be exercised prior to such approval, provided,
      however,
      that
      the date of grant of any option shall be determined as if the Plan had not
      been
      subject to such approval.  Notwithstanding the foregoing, if the Plan is
      not approved by a vote of the stockholders of the Company on or before
      July 30, 2005, the Plan and any Awards granted hereunder shall
      terminate.

     

    
      
         

      

      
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