RxELITE
      HOLDINGS, INC.

     

    2007
      INCENTIVE STOCK PLAN 

     

    1. Background.
      The
      Plan permits the grant of Non-Qualified Stock Options, Incentive Stock Options,
      Stock Purchase Rights, and Stock Appreciation Rights.

     

    2. Purposes
      of the Plan.
      The
      purposes of this 2007 Incentive Stock Plan are: to attract and retain the best
      available personnel for positions of substantial responsibility, to provide
      additional incentive to Employees, Directors and Consultants, and to promote
      the
      success of the Company’s business.

     

    3. Definitions.
      As used
      herein, the following definitions shall apply:

     

    (a) “Administrator”
      means
      the Board or any of its Committees as shall be administering the Plan, in
      accordance with Section 5 of the Plan.

     

    (b) “Affiliate”
      means
      any corporation or any other entity (including, but not limited to, partnerships
      and joint ventures) controlling, controlled by, or under common control with
      the
      Company.

     

    (c) “Applicable
      Laws”
      means
      the requirements relating to the administration of stock option plans under
      U.S.
      state corporate laws, U.S. federal and state securities laws, the Code, any
      stock exchange or quotation system on which the Common Stock is listed or quoted
      and the applicable laws of any foreign country or jurisdiction where Options
      or
      Stock Purchase Rights are, or will be, granted under the Plan.

     

    (d) “Annual
      Revenue”
      means
      the Company’s or a business unit’s net sales for the Fiscal Year, determined in
      accordance with generally accepted accounting principles; provided, however,
      that prior to the Fiscal Year, the Committee shall determine whether any
      significant item(s) shall be excluded or included from the calculation of Annual
      Revenue with respect to one or more Participants.

     

    (e) “Award”
      means,
      individually or collectively, a grant under the Plan of Options, Stock Purchase
      Rights, and Stock Appreciation Rights.

     

    (f) “Award
      Agreement”
      means
      the written agreement setting forth the terms and provisions applicable to
      each
      Award granted under the Plan. The Award Agreement is subject to the terms and
      conditions of the Plan.

     

    (g) “Board”
      means
      the Board of Directors of the Company.

     

    (h) “Cash
      Flow from Operations”
      means as
      to any Fiscal Year, the Company’s cash generated from operating activities, or a
      business unit’s cash generated from operating activities, determined in
      accordance with generally acceptable accounting principles.

     

    (i) “Code”
      means
      the Internal Revenue Code of 1986, as amended. Reference to a specific section
      of the Code or regulation thereunder shall include such section or regulation,
      any valid regulation promulgated under such section, and any comparable
      provision of any future legislation or regulation amending, supplementing or
      superseding such section or regulation.

     

    
      
         

      

      
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    (j) “Committee”
      means a
      committee of Directors appointed by the Board in accordance with Section 5
      of
      the Plan.

     

    (k) “Common
      Stock”
      means
      the common stock of the Company.

     

    (l) “Company”
      means
      RxElite Holdings, Inc., a Delaware corporation.

     

    (m) “Consultant”
      means
      any person, including an advisor, engaged by the Company or a Parent or
      Subsidiary to render services to such entity.

     

    (n) “Director”
      means a
      member of the Board, either as an Employee or an Outside Director.

     

    (o) “Disability”
      means
      total and permanent disability as defined in Section 22(e)(3) of the
      Code.

     

    (p) “Earnings
      Per Share”
      means as
      to any Fiscal Year, the Company’s Net Income or a business unit’s Pro Forma Net
      Income, divided by a weighted average number of common shares outstanding and
      dilutive common equivalent shares deemed outstanding.

     

    (q) “Employee”
      means
      any person, including Officers and Directors, employed by the Company or any
      Parent or Subsidiary of the Company. A Service Provider shall not cease to
      be an
      Employee in the case of (i) any leave of absence approved by the Company or
      (ii)
      transfers between locations of the Company or between the Company, its Parent,
      any Subsidiary, or any successor. For purposes of Incentive Stock Options,
      no
      such leave may exceed ninety days, unless reemployment upon expiration of such
      leave is guaranteed by statute or contract. If reemployment upon expiration
      of a
      leave of absence approved by the Company is not so guaranteed, then three months
      following the 91st day of such leave, any Incentive Stock Option held by the
      Optionee shall cease to be treated as an Incentive Stock Option and shall be
      treated for tax purposes as a Non-Qualified Stock Option. Neither service as
      a
      Director nor payment of a director’s fee by the Company shall be sufficient to
      constitute “employment” by the Company.

     

    (r) “Exercise
      Price”
      means
      the price at which a Share may be purchased by a Participant pursuant to the
      exercise of an Option.

     

    (s) “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended.

     

    (t) “Fair
      Market Value”
      means,
      as of any date, the value of Common Stock determined as follows:

     

    (i) If
      the
      Common Stock is listed on any established stock exchange or a national market
      system, including without limitation the Nasdaq National Market or The Nasdaq
      SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be
      the
      closing sales price for such stock (or the closing bid, if no sales were
      reported) as quoted on such exchange or system for the last market trading
      day
      prior to the time of determination, as reported in The Wall Street Journal
      or
      such other source as the Administrator deems reliable;

     

    
      
         

      

      
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    (ii) If
      the
      Common Stock is regularly quoted by a recognized securities dealer but selling
      prices are not reported, the Fair Market Value of a Share of Common Stock shall
      be the mean between the high bid and low asked prices for the Common Stock
      on
      the last market trading day prior to the day of determination, as reported
      in
      The Wall Street Journal or such other source as the Administrator deems
      reliable; 

     

    (iii) In
      the
      absence of an established market for the Common Stock, the Fair Market Value
      shall be determined in good faith by the Administrator by the reasonable
      application of a reasonable valuation method so that neither Options nor Stock
      Appreciation Rights are treated as providing for deferral of compensation within
      the meaning of Code Section 409A and regulations and other guidance issued
      thereunder.

     

    (u) “Fiscal
      Year”
      means
      the fiscal year of the Company.

     

    (v) “Grant
      Date”
      means,
      with respect to an Award, the date that the Award was granted.

     

    (w) “Incentive
      Stock Option”
      means an
      Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code and the regulations promulgated thereunder.

     

    (x) “Initial
      Service” means
      the
      period of time beginning as of the date that a Service Provider first rendered
      services to the Company or any Parent or Subsidiary of the Company and ending
      on
      the date of adoption of the Plan, provided that reference to such term may
      include the total compensation paid during such period to the Service Provider
      by the Company and any Parent or Subsidiary of the Company.

     

    (y) “Net
      Income”
      means as
      to any Fiscal Year, the income after taxes of the Company for the Fiscal Year
      determined in accordance with generally accepted accounting principles, provided
      that prior to the Fiscal Year, the Committee shall determine whether any
      significant item(s) shall be included or excluded from the calculation of Net
      Income with respect to one or more Participants.

     

    (z)  “Non-Qualified
      Stock Option”
      means an
      Option not intended to qualify as an Incentive Stock Option.

     

    (aa) “Notice
      of Grant”
      means a
      written or electronic notice evidencing certain terms and conditions of an
      individual Award grant. The Notice of Grant is part of the Award
      Agreement.

     

    (bb) “Officer”
      means a
      person who is an officer of the Company within the meaning of Section 16 of
      the
      Exchange Act and the rules and regulations promulgated thereunder.

     

    
      
         

      

      
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    (cc) “Operating
      Profit”
      means
      the Company’s or a business unit’s profit from operations but excluding any
      unusual items, determined in accordance with generally accepted accounting
      principles.

     

    (dd) “Option”
      means an
      Incentive Stock Option or a Non-Qualified Stock Option granted pursuant to
      the
      Plan.

     

    (ee) “Optionee”
      means
      the holder of an outstanding Option or Stock Purchase Right granted under the
      Plan.

     

    (ff) “Option
      Exchange Program”
      means a
      program whereby outstanding Options are surrendered or cancelled in exchange
      for
      the right to receive options of the same type, of a different type and/or cash
      pursuant to such terms as the Administrator may determine.

     

    (gg) “Optioned
      Stock”
      means
      the Common Stock subject to an Award. 

     

    (hh) “Outside
      Director”
      means a
      Director who is not an Employee.

     

    (ii) “Parent”
      means a
“parent corporation,” whether now or hereafter existing, as defined in Section
      424(e) of the Code.

     

    (jj) “Participant”
      means
      the holder of an outstanding Award, which shall include an
      Optionee.

     

    (kk) “Performance
      Goals”
      means
      the goal(s) (or combined goal(s)) determined by the Committee (in its
      discretion) to be applicable to a Participant with respect to an Award. As
      determined by the Committee, the Performance Goals applicable to an Award may
      provide for a targeted level or levels of achievement using one or more of
      the
      following measures: (a) Annual Revenue, (b) Operating Profit, (c) Cash Flow
      from
      Operations, (d) Net Income, (e) Pro Forma Net Income, (f) Earnings Per Share,
      and (g) Return on Sales. The Performance Goals may differ from Participant
      to
      Participant and from Award to Award. Any criteria used may be (i) measured
      in
      absolute terms, (ii) measured in relative terms (including, but not limited
      to
      compared to another company or companies), (iii) measured against the
      performance of the Company as a whole or a segment of the Company and/or (iv)
      measured on a pre-tax or post-tax basis (if applicable).

     

    (ll) “Plan”
      means
      this 2007 Incentive Stock Plan, as amended.

     

    (mm) “Pro
      Forma Net Income”
      means as
      to any business unit for any Fiscal Year, the Controllable Profits of such
      business unit, minus allocations of designated corporate expenses.

     

    (nn) “Reload
      Option”
      means an
      Option that automatically is granted if a Participant pays the exercise price
      of
      an Option by tendering Shares.

     

    (oo) “Restricted
      Stock”
      means
      shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights
      under Section 12 of the Plan.

     

    
      
         

      

      
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    (pp) “Restricted
      Stock Purchase Agreement”
      means a
      written agreement between the Company and the Optionee evidencing the terms
      and
      restrictions applying to stock purchased under a Stock Purchase Right. The
      Restricted Stock Purchase Agreement is subject to the terms and conditions
      of
      the Plan and the Notice of Grant.

     

    (qq) “Retirement”
      means,
      in the case of an Employee or Director: (a) a Termination of Service occurring
      on or after age sixty-five (65), or (b) a Termination of Service occurring
      on or
      after age sixty (60) with at least ten (10) Years of Service. With respect
      to a
      Consultant, no Termination of Service shall be deemed to be on account of
“Retirement.”

     

    (rr) “Return
      on Sales”
      means as
      to any Fiscal Year, the percentage equal to the Company’s Net Income or the
      business unit’s Pro Forma Net Income, divided by the Company’s or the business
      unit’s Annual Revenue, as applicable.

     

    (ss) “Rule
      16b-3”
      means
      Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect
      when
      discretion is being exercised with respect to the Plan.

     

    (tt) “Section
      16(b)”
      means
      Section 16(b) of the Exchange Act.

     

    (uu) “Service
      Provider”
      means an
      Employee, Director or Consultant.

     

    (vv) ‘Share”
      means a
      share of the Common Stock, as adjusted in accordance with Section 13 of the
      Plan.

     

    (ww) “Stock
      Appreciation Right”
      or “SAR”
means an Award, granted alone or in tandem with a related Option that pursuant
      to Section 13 is designated as an SAR.

     

    (xx) “Stock
      Purchase Right”
      means
      the right to purchase Common Stock pursuant to Section 12 of the Plan, as
      evidenced by a Notice of Grant.

     

    (yy) “Subsidiary”
      means a
“subsidiary corporation”, whether now or hereafter existing, as defined in
      Section 424(f) of the Code.

     

    (zz) “Termination
      of Service”
      means
      (a) in the case of an Employee, a cessation of the employee-employer
      relationship between the Employee and the Company or an Affiliate for any
      reason, including, but not by way of limitation, a termination by resignation,
      discharge, death, Disability, Retirement, or the disaffiliation of an Affiliate,
      but excluding any such termination where there is a simultaneous re-employment
      or engagement as a consultant by the Company or an Affiliate; (b) in the case
      of
      a Consultant, a cessation of the service relationship between the Consultant
      and
      the Company or an Affiliate for any reason, including, but not by way of
      limitation, a termination by resignation, discharge, death, Disability, or
      the
      disaffiliation of an Affiliate, but excluding any such termination where there
      is a simultaneous employment as an Employee or re-engagement of the Consultant
      by the Company or an Affiliate; and (c) in the case of a Director, a cessation
      of the Director’s service on the Board for any reason, including, but not by way
      of limitation, a termination by resignation, death, Disability, Retirement
      or
      non-reelection to the Board, but excluding any such termination where there
      is a
      simultaneous employment as an Employee or engagement as a Consultant by the
      Company or an Affiliate.

     

    
      
         

      

      
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    4. Stock
      Subject to the Plan.
      Subject
      to the provisions of Section 15 of the Plan, the maximum aggregate number of
      Shares that may be optioned and sold under the Plan is 14,873,892 Shares. The
      Shares may be authorized, but unissued, or reacquired Common Stock.

     

    If
      an
      Award expires or becomes unexercisable without having been exercised in full,
      or
      is surrendered pursuant to an Option Exchange Program, the unpurchased Shares
      which were subject thereto shall become available for future grant or sale
      under
      the Plan (unless the Plan has terminated); provided, however, that Shares that
      have actually been issued under the Plan, whether upon exercise of an Option
      or
      Stock Appreciation Right, shall not be returned to the Plan and shall not become
      available for future distribution under the Plan, except that if Shares of
      Restricted Stock are repurchased by the Company at their original purchase
      price, such Shares shall become available for future grant under the
      Plan.

     

    5. Administration
      of the Plan.

     

    (a) Procedure.

     

    (i) Multiple
      Administrative Bodies.
      The
      Plan may be administered by different Committees with respect to different
      groups of Service Providers.

     

    (ii) Section
      162(m).
      To the
      extent that the Administrator determines it to be desirable to qualify Awards
      granted hereunder as “performance-based compensation” within the meaning of
      Section 162(m) of the Code, the Plan shall be administered by a Committee of
      two
      or more “outside directors” within the meaning of Section 162(m) of the Code.
      For purposes of qualifying grants of Awards as “performance-based compensation”
under Section 162(m) of the Code, the Committee, in its discretion, may set
      restrictions based upon the achievement of Performance Goals. The Performance
      Goals shall be set by the Committee on or before the latest date permissible
      to
      enable the Awards to qualify as “performance-based compensation” under Section
      162(m) of the Code. In granting Awards that are intended to qualify under
      Section 162(m) of the Code, the Committee shall follow any procedures determined
      by it from time to time to be necessary or appropriate to ensure qualification
      of the Awards under Section 162(m) of the Code (e.g., in determining the
      Performance Goals).

     

    (iii) Rule
      16b-3.
      To the
      extent desirable to qualify transactions hereunder as exempt under Rule 16b-3,
      the transactions contemplated hereunder shall be structured to satisfy the
      requirements for exemption under Rule 16b-3.

     

    (iv) Other
      Administration.
      Other
      than as provided above, the Plan shall be administered by (A) the Board or
      (B) a
      Committee, which committee shall be constituted to satisfy Applicable
      Laws.

     

    (b) Powers
      of the Administrator.
      Subject
      to the provisions of the Plan, and in the case of a Committee, subject to the
      specific duties delegated by the Board to such Committee, the Administrator
      shall have the authority, in its discretion: 

     

    (i) to
      determine the Fair Market Value; 

     

    
      
         

      

      
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    (ii) to
      select
      the Service Providers to whom Awards may be granted hereunder;

     

    (iii) to
      determine the number of shares of Common Stock to be covered by each Award
      granted hereunder;

     

    (iv) to
      approve forms of agreement for use under the Plan;

     

    (v) to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any Award granted hereunder. Such terms and conditions include, but are
      not
      limited to, the exercise price, the time or times when Awards may be exercised
      (which may be based on performance criteria), any vesting acceleration or waiver
      of forfeiture restrictions, and any restriction or limitation regarding any
      Award or the Shares relating thereto, based in each case on such factors as
      the
      Administrator, in its sole discretion, shall determine;

     

    (vi) to
      reduce
      the exercise price of any Award to the then current Fair Market Value if the
      Fair Market Value of the Common Stock covered by such Award shall have declined
      since the date the Award was granted; provided, however, that no such reduction
      of the exercise price of an Award will occur, unless approved by the Company’s
      stockholders (except for adjustments made pursuant to Section 15);

     

    (vii) to
      institute an Option Exchange Program, provided that no such program may, without
      the approval of the Company’s stockholders, allow for the cancellation of an
      outstanding Option followed by its immediate replacement with a new Option
      with
      a lower exercise price;

     

    (viii) to
      construe and interpret the terms of the Plan and Awards granted pursuant to
      the
      Plan;

     

    (ix) to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans established for the
      purpose of satisfying applicable foreign laws;

     

    (x) to
      modify
      or amend each Award (subject to Section 17(c) of the Plan), including the
      discretionary authority to extend the post-termination exercisability period
      of
      Options longer than is otherwise provided for in the Plan;

     

    (xi) to
      allow
      Optionees to satisfy withholding tax obligations by electing to have the Company
      withhold from the Shares to be issued upon exercise of an Award that number
      of
      Shares having a Fair Market Value equal to the minimum amount required to be
      withheld. The Fair Market Value of the Shares to be withheld shall be determined
      on the date that the amount of tax to be withheld is to be determined. All
      elections by an Optionee to have Shares withheld for this purpose shall be
      made
      in such form and under such conditions as the Administrator may deem necessary
      or advisable;

     

    (xii) to
      authorize any person to execute on behalf of the Company any instrument required
      to effect the grant of an Award previously granted by the
      Administrator;

     

    
      
         

      

      
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    (xiii) to
      make
      all other determinations deemed necessary or advisable for administering the
      Plan.

     

    (c) Effect
      of Administrator’s Decision.
      The
      Administrator’s decisions, determinations and interpretations shall be final and
      binding on all Optionees and any other holders of Options or Stock Purchase
      Rights.

     

    6. Eligibility.
      Non-Qualified Stock Options, Stock Purchase Rights, and Stock Appreciation
      Rights may be granted to Service Providers. Incentive Stock Options may be
      granted only to Employees.

     

    7. Limitations.

     

    (a) Each
      Option shall be designated in the Award Agreement as either an Incentive Stock
      Option or a Non-Qualified Stock Option. However, notwithstanding such
      designation, to the extent that the aggregate Fair Market Value of the Shares
      with respect to which Incentive Stock Options are exercisable for the first
      time
      by the Optionee during any calendar year (under all plans of the Company and
      any
      Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
      Non-Qualified Stock Options. For purposes of this Section 7(a), Incentive Stock
      Options shall be taken into account in the order in which they were granted.
      The
      Fair Market Value of the Shares shall be determined as of the time the Option
      with respect to such Shares is granted.

     

    (b) Neither
      the Plan nor any Award shall confer upon an Optionee any right with respect
      to
      continuing the Optionee’s relationship as a Service Provider with the Company,
      nor shall they interfere in any way with the Optionee’s right or the Company’s
      right to terminate such relationship at any time, with or without
      cause.

     

    (c) The.
      following limitations shall apply to grants of Options, Stock Purchase Rights,
      and Stock Appreciation Rights:

     

    (i) No
      Service Provider shall be granted, in any fiscal year of the Company, Options,
      Stock Purchase Rights, and Stock Appreciation Rights to purchase more than
      410,000 Shares.

     

    (ii) In
      connection with his or her Initial Service, a Service Provider may be granted
      Options, Stock Purchase Rights, and Stock Appreciation Rights to purchase up
      to
      an additional 100,000 Shares which shall not count against the limit set forth
      in subsection (i) above.

     

    (iii) The
      foregoing limitations shall be adjusted proportionately in connection with
      any
      change in the Company’s capitalization as described in Section 15.

     

    (iv) If
      an
      Option, Stock Purchase Right, or Stock Appreciation Right is cancelled in the
      same fiscal year of the Company in which it was granted (other than in
      connection with a transaction described in Section 15), the cancelled Option,
      Stock Purchase Right, or Stock Appreciation Right will be counted against the
      limits set forth in subsections (i) and (ii) above. For this purpose, if the
      exercise price of an Option, Stock Purchase Right, or Stock Appreciation Right
      is reduced, the transaction will be treated as a cancellation of the Option,
      Stock Purchase Right, or Stock Appreciation Right and the grant of a new Option,
      Stock Purchase Right, or Stock Appreciation Right.

     

    
      
         

      

      
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    8. Term
      of Plan.
      Subject
      to Section 21 of the Plan, the Plan shall become effective upon adoption by
      the
      Board and obtaining stockholder approval. The Plan shall continue in effect
      for
      a term of ten (10) years unless terminated earlier under Section 17 of the
      Plan.

     

    9. Term
      of Option.
      The
      term of each Option shall be stated in the Award Agreement. In the case of
      an
      Incentive Stock Option, the term shall be ten (10) years from the date of grant
      or such shorter term as may be provided in the Award Agreement. Moreover, in
      the
      case of an Incentive Stock Option granted to an Optionee who, at the time the
      Incentive Stock Option is granted, owns stock representing more than ten percent
      (10%) of the total combined voting power of all classes of stock of the Company
      or any Parent or Subsidiary, the term of the Incentive Stock Option shall be
      five (5) years from the date of grant or such shorter term as may be provided
      in
      the Award Agreement.

     

    10. Option
      Exercise Price and Consideration.

     

    (a) Exercise
      Price.
      The per
      share exercise price for the Shares to be issued pursuant to exercise of an
      Option shall be determined by the Administrator, subject to the
      following:

     

    (i) In
      the
      case of an Incentive Stock Option

     

    (A) 
      granted
      to an Employee who, at the time the Incentive Stock Option is granted, owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary, the per Share
      exercise price shall be no less than 110% of the Fair Market Value per Share
      on
      the date of grant.

     

    (B) granted
      to any Employee other than an Employee described in paragraph (A) immediately
      above, the per Share exercise price shall be no less than 100% of the Fair
      Market Value per Share on the date of grant.

     

    (ii) In
      the
      case of a Non-Qualified Stock Option, the per Share exercise price shall be
      no
      less than 100% of the Fair Market Value per Share on the date of
      grant.

     

    (b) Waiting
      Period and Exercise Dates.
      At the
      time an Option is granted, the Administrator shall determine the vesting
      provisions applicable to such Option, including but not limited to the period
      within which the Option may be exercised, the number of Shares and times as
      of
      which any part or all of the Option may be exercised and any conditions which
      must be satisfied before the Option may be exercised.

     

    (c) Form
      of Consideration.
      The
      Administrator shall determine the acceptable form of consideration for
      exercising an Option, including the method of payment. In the case of an
      Incentive Stock Option, the Administrator shall determine the acceptable form
      of
      consideration at the time of grant. Such consideration may consist entirely
      of:

     

    (i) cash;

     

    
      
         

      

      
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    (ii) check;

     

    (iii) other
      Shares, which in the case of Shares acquired directly or indirectly from the
      Company, (A) have been vested and owned by the Optionee for more than six months
      on the date of surrender, and (B) have a Fair Market Value on the date of
      surrender equal to the aggregate exercise price of the Shares as to which said
      Option shall be exercised;

     

    (iv) consideration
      received by the Company under a cashless exercise program implemented by the
      Company in connection with the Plan;

     

    (v) any
      combination of the foregoing methods of payment; or

     

    (vi) such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted by Applicable Laws.

     

    11. Exercise
      of Option.

     

    (a) Procedure
      for Exercise; Rights as a Shareholder.
      Any
      Option granted hereunder shall be exercisable according to the terms of the
      Plan
      and at such times and under such conditions, as determined by the Administrator
      and set forth in the Award Agreement. Unless the Administrator provides
      otherwise, vesting of Options granted hereunder shall be suspended during any
      unpaid leave of absence. An Option may not be exercised for a fraction of a
      Share.

     

    An
      Option
      shall be deemed exercised when the Company receives: (i) written or electronic
      notice of exercise (in accordance with the Award Agreement) from the person
      entitled to exercise the Option, and (ii) full payment for the Shares with
      respect to which the Option is exercised. Full payment may consist of any
      consideration and method of payment authorized by the Administrator and
      permitted by the Award Agreement and the Plan. Shares issued upon exercise
      of an
      Option shall be issued in the name of the Optionee or, if requested by the
      Optionee, in the name of the Optionee and his or her spouse. Until the Shares
      are issued (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 shareholder shall exist with respect to
      the
      Optioned Stock, notwithstanding the exercise of the Option. The Company shall
      issue (or cause to be issued) such Shares promptly after the Option is
      exercised. No adjustment will be made for a dividend or other right for which
      the record date is prior to the date the Shares are issued, except as provided
      in Section 15 of the Plan.

     

    Exercising
      an Option in any manner shall decrease the number of Shares thereafter
      available, both for purposes of the Plan and for sale under the Option, by
      the
      number of Shares as to which the Option is exercised.

     

    (b) Termination
      of Relationship as a Service Provider.
      If an
      Optionee ceases to be a Service Provider, other than upon the Optionee’s death
      or Disability, the Optionee may exercise his or her Option within such period
      of
      time as is specified in the Award Agreement to the extent that the Option is
      vested on the date of termination (but in no event later than the expiration
      of
      the term of such Option as set forth in the Award Agreement). In the absence
      of
      a specified time in the Award Agreement, the Option shall remain exercisable
      for
      three (3) months following the Optionee’s termination. If, on the date of
      termination, the Optionee is not vested as to his or her entire Option, the
      Shares covered by the unvested portion of the Option shall revert to the Plan.
      If, after termination, the Optionee does not exercise his or her Option within
      the time specified by the Administrator, the Option shall terminate, and the
      Shares covered by such Option shall revert to the Plan.

     

    
      
         

      

      
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    (c) Disability
      of Optionee.
      If an
      Optionee ceases to be a Service Provider as a result of the Optionee’s
      Disability, the Optionee may exercise his or her Option within such period
      of
      time as is specified in the Award Agreement to the extent the Option is vested
      on the date of termination (but in no event later than the expiration of the
      term of such Option as set forth in the Award Agreement). In the absence of
      a
      specified time in the Award Agreement, the Option shall remain exercisable
      for
      twelve (12) months following the Optionee’s termination. If, on the date of
      termination, the Optionee is not vested as to his or her entire Option, the
      Shares covered by the unvested portion of the Option shall revert to the Plan.
      If, after termination, the Optionee does not exercise his or her Option within
      the time specified herein, the Option shall terminate, and the Shares covered
      by
      such Option shall revert to the Plan.

     

    (d) Death
      of Optionee.
      If an
      Optionee dies while a Service Provider, the Option may be exercised following
      the Optionee’s death within such period of time as is specified in the Award
      Agreement to the extent the Option is vested on the date of death (but in no
      event later than the expiration of the term of such Option as set forth in
      the
      Award Agreement), by the Optionee’s designated beneficiary, provided such
      beneficiary has been designated prior to Optionee’s death in a form acceptable
      to the Administrator. If no such beneficiary has been designated by the
      Optionee, then such Option may be exercised by the personal representative
      of
      the Optionee’s estate or by the person(s) to whom the Option is transferred
      pursuant to the Optionee’s will or in accordance with the laws of descent and
      distribution. In the absence of a specified time in the Award Agreement, the
      Option shall remain exercisable for twelve (12) months following the Optionee’s
      death. If, at the time of death, the Optionee is not vested as to his or her
      entire Option, the Shares covered by the unvested portion of the Option shall
      immediately revert to the Plan. If the Option is not so exercised within the
      time specified herein, the Option shall terminate, and the Shares covered by
      such Option shall revert to the Plan.

     

    12. Stock
      Purchase Rights.

     

    (a) Rights
      to Purchase.
      Stock
      Purchase Rights may be issued either alone, in addition to, or in tandem with
      other awards granted under the Plan and/or cash awards made outside of the
      Plan.
      After the Administrator determines that it will offer Stock Purchase Rights
      under the Plan, it shall advise the offeree in writing or electronically, by
      means of a Notice of Grant, of the terms, conditions and restrictions related
      to
      the offer, including the number of Shares that the offeree shall be entitled
      to
      purchase, the price to be paid, and the time within which the offeree must
      accept such offer. The offer shall be accepted by execution of a Restricted
      Stock Purchase Agreement in the form determined by the
      Administrator.

     

    
      
         

      

      
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    (b) Number
      of Shares.
      The
      Administrator shall have complete discretion to determine the number of Stock
      Purchase Rights granted to any Participant, provided that during any Fiscal
      Year, no Participant shall be granted Stock Purchase Rights covering more than
      100,000 Shares, unless in connection with his or her Initial Service as
      described in Section 7(c)(ii).

     

    (c) Repurchase
      Option.
      Unless
      the Administrator determines otherwise, the Restricted Stock Purchase Agreement
      shall grant the Company a repurchase option exercisable upon the voluntary
      or
      involuntary termination of the purchaser’s service with the Company for any
      reason (including death or Disability). The purchase price for Shares
      repurchased pursuant to the Restricted Stock Purchase Agreement shall be the
      original price paid by the purchaser and may be paid by cancellation of any
      indebtedness of the purchaser to the Company. The repurchase option shall lapse
      at a rate determined by the Administrator.

     

    (d) Other
      Provisions.
      The
      Restricted Stock Purchase Agreement shall contain such other terms, provisions
      and conditions not inconsistent with the Plan as may be determined by the
      Administrator in its sole discretion.

     

    (e) Rights
      as a Shareholder.
      Once
      the Stock Purchase Right is exercised, the purchaser shall have the rights
      equivalent to those of a shareholder, and shall be a shareholder when his or
      her
      purchase is entered upon the records of the duly authorized transfer agent
      of
      the Company. No adjustment will be made for a dividend or other right for which
      the record date is prior to the date the Stock Purchase Right is exercised,
      except as provided in Section 15 of the Plan.

     

    13. Stock
      Appreciation Rights.

     

    (a) Grant
      of SARs.
      Subject
      to the terms and conditions of the Plan, an SAR may be granted to Employees
      and
      Consultants at any time and from time to time as shall be determined by the
      Administrator, in its sole discretion. The Administrator may grant an SAR alone
      (a “freestanding SAR”), in tandem with an Option or Stock Purchase Right (a
“tandem SAR”), or any combination thereof.

     

    (i) Number
      of Shares.
      The
      Administrator shall have complete discretion to determine the number of SARs
      granted to any Participant, provided that during any Fiscal Year, no Participant
      shall be granted SARs covering more than 100,000 Shares, unless in connection
      with his or her Initial Service as described in Section 7(c)(ii).

     

    (ii) Exercise
      Price and Other Terms.
      The
      Administrator, subject to the provisions of the Plan, shall have complete
      discretion to determine the terms and conditions of SARs granted under the
      Plan.
      However, the exercise price of an SAR shall be not less than one hundred percent
      (100%) of the Fair Market Value of a Share on the Grant Date and the value
      of
      the payout with respect to an SAR shall be for no more than the excess of one
      hundred percent (100%) of the Fair Market Value of the Shares subject to the
      SAR
      at the time the SAR is exercised over the Exercise Price of the
      SAR.

     

    (b) Exercise
      of Tandem SARs.
      Tandem
      SARs may be exercised for all or part of the Shares subject to the related
      Option or Stock Purchase Right upon the surrender of the right to exercise
      the
      equivalent portion of the related Option or Stock Purchase Right. A tandem
      SAR
      may be exercised only with respect to the Shares for which its related Option
      or
      Stock Purchase Right is then exercisable. With respect to a tandem SAR granted
      in connection with an Incentive Stock Option: (a) the tandem SAR shall expire
      no
      later than the expiration of the underlying Incentive Stock Option; (b) the
      value of the payout with respect to the tandem SAR shall be for no more than
      one
      hundred percent (100%) of the difference between the Exercise Price of the
      underlying Incentive Stock Option and the Fair Market Value of the Shares
      subject to the underlying Incentive Stock Option at the time the tandem SAR
      is
      exercised; and (c) the tandem SAR shall be exercisable only when the Fair Market
      Value of the Shares subject to the Incentive Stock Option exceeds the Exercise
      Price of the Incentive Stock Option.

     

    
      
         

      

      
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    (c) Exercise
      of Freestanding SARs.
      Freestanding SARs shall be exercisable on such terms and conditions as the
      Administrator, in its sole discretion, shall determine.

     

    (d) SAR
      Agreement.
      Each
      SAR grant shall be evidenced by an Award Agreement that shall specify the
      exercise price, the term of the SAR, the conditions of exercise, and such other
      terms and conditions as the Administrator, in its sole discretion, shall
      determine.

     

    (e) Expiration
      of SARs.
      An SAR
      granted under the Plan shall expire upon the date determined by the
      Administrator, in its sole discretion, and set forth in the Award Agreement.
      Notwithstanding the foregoing, the rules of Section 11 also shall apply to
      SARs.

     

    (f) Payment
      of SAR Amount.
      Upon
      exercise of an SAR, a Participant shall be entitled to receive payment from
      the
      Company in an amount determined by multiplying:

     

    (i) The
      difference between the Fair Market Value of a Share on the date of exercise
      over
      the exercise price; times 

     

    (ii) The
      number of Shares with respect to which the SAR is exercised.

     

    At
      the
      discretion of the Administrator, the payment upon SAR exercise may be in cash,
      in Shares of equivalent value, or in some combination thereof.

     

    14. Non-Transferability
      of Awards.
      Unless
      determined otherwise by the Administrator, an Award may not be sold, pledged,
      assigned, hypothecated, transferred, or disposed of in any manner other than
      by
      will or by the laws of descent or distribution and may be exercised, during
      the
      lifetime of the Optionee, only by the Optionee. If the Administrator makes
      an
      Award transferable, such Award shall contain such additional terms and
      conditions as the Administrator deems appropriate.

     

    15. Adjustments
      Upon Changes in Capitalization, Dissolution or Liquidation, Merger or Asset
      Sale.

     

    (a) Changes
      in Capitalization.
      Subject
      to any required action by the stockholders of the Company, the number and class
      of Shares that may be delivered under the Plan and/or the number, class, and
      price of Shares covered by each outstanding Award, and the numerical Share
      limits in Sections 4, 7, and 13 of the Plan, shall be proportionately adjusted
      for any increase or decrease in the number of issued Shares resulting from
      a
      stock split, reverse stock split, stock dividend, combination or
      reclassification of the Shares, or any other increase or decrease in the number
      of issued Shares effected without receipt of consideration by the Company;
      provided, however, that conversion of any convertible securities of the Company
      shall not be deemed to have been “effected without receipt of consideration.”
Such adjustment shall be made by the Board, whose determination in that respect
      shall be final, binding and conclusive. Except as expressly provided herein,
      no
      issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, shall affect, and no adjustment
      by reason thereof shall be made with respect to, the number or price of Shares
      subject to an Award.

     

    
      
         

      

      
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    (b) Dissolution
      or Liquidation.
      In the
      event of the proposed dissolution or liquidation of the Company, the
      Administrator shall notify each Participant as soon as practicable prior to
      the
      effective date of such proposed transaction. The Administrator in its discretion
      may provide for a Participant to have the right to exercise his or her Award
      until ten (10) days prior to such transaction as to all of the Optioned Stock
      covered thereby, including Shares as to which the Award would not otherwise
      be
      exercisable. In addition, the Administrator may provide that any Company
      repurchase option applicable to any Share’s purchased upon exercise of an Award
      shall lapse as to all such Shares, provided the proposed dissolution or
      liquidation takes place at the time and in the manner contemplated. To the
      extent it has not been previously exercised, an Award will terminate immediately
      prior to the consummation of such proposed action.

     

    (c) Merger
      or Asset Sale.
      In the
      event of a merger of the Company with or into another corporation, or the sale
      of substantially all of the assets of the Company, each outstanding Award shall
      be assumed or an equivalent option or right substituted by the successor
      corporation or a Parent or Subsidiary of the successor corporation. In the
      event
      that the successor corporation refuses to assume or substitute for the Award,
      the Participant will fully vest in and have the right to exercise all of his
      or
      her outstanding Options and Stock Appreciation Rights, including Shares as
      to
      which such Awards would not otherwise be vested or exercisable, and all
      restrictions on Restricted Stock will lapse. In addition, if an Option or Stock
      Appreciation Right becomes fully vested and exercisable in lieu of assumption
      or
      substitution in the event of a merger or sale of assets, the Administrator
      will
      notify the Participant in writing or electronically that the Option or Stock
      Appreciation Right will be fully vested and exercisable for a period of 15
      days
      from the date of such notice, and the Option or Stock Appreciation Right will
      terminate upon the expiration of such period.

     

    For
      the
      purposes of this paragraph, the Award shall be considered assumed if, following
      the merger or sale of assets, the Award confers the right to purchase or
      receive, for each Share subject to the Award immediately prior to the merger
      or
      sale of assets, the consideration (whether stock, cash, or other securities
      or
      property) or, in the case of a Stock Appreciation Right upon the exercise of
      which the Administrator determines to pay cash, the fair market value of the
      consideration received in the merger or sale of assets by holders of Common
      Stock for each Share held on the effective date of the transaction (and if
      holders were offered a choice of consideration, the type of consideration chosen
      by the holders of a majority of the outstanding Shares); provided, however,
      that
      if such consideration received in the merger or sale of assets is not solely
      common stock of the successor corporation or its Parent, the Administrator
      may,
      with the consent of the successor corporation, provide for the consideration
      to
      be received upon the exercise of an Option or Stock Appreciation Right for
      each
      Share subject to such Award, to be solely common stock of the successor
      corporation or its Parent equal in fair market value to the per Share
      consideration received by holders of Common Stock in the merger or sale of
      assets.

     

    
      
         

      

      
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    Notwithstanding
      anything in this Section 15(c) to the contrary, an Award that vests, is earned
      or paid-out upon the satisfaction of one or more Performance Goals will not
      be
      considered assumed if the Company or its successor modifies any of such
      Performance Goals without the Participant’s consent; provided, however, a
      modification to such Performance Goals only to reflect the successor
      corporation’s corporate structure post-merger or post-sale of assets will not be
      deemed to invalidate an otherwise valid Award assumption.

     

    16. Date
      of Grant.
      The
      date of grant of an Award shall be, for all purposes, the date on which the
      Company completes the corporate action necessary to create the legally binding
      right constituting the Award, including without limitation determining the
      maximum number of shares that can be acquired under the Award, the minimum
      exercise price, the class of Shares and the identity of the Participant. Notice
      of the determination shall be provided to each Optionee within a reasonable
      time
      after the date of such grant.

     

    17. Amendment
      and Termination of the Plan.

     

    (a) Amendment
      and Termination.
      The
      Board may at any time amend, alter, suspend or terminate the Plan.

     

    (b) Shareholder
      Approval.
      The
      Company shall obtain shareholder approval of any Plan amendment to the extent
      necessary and desirable to comply with Applicable Laws.

     

    (c) Effect
      of Amendment or Termination.
      No
      amendment, alteration, suspension or termination of the Plan shall impair the
      rights of any Optionee, unless mutually agreed otherwise between the Optionee
      and the Administrator, which agreement must be in writing and signed by the
      Optionee and the Company. Termination of the Plan shall not affect the
      Administrator’s ability to exercise the powers granted to it hereunder with
      respect to Options granted under the Plan prior to the date of such
      termination.

     

    18. Conditions
      Upon Issuance of Shares.

     

    (a) Legal
      Compliance.
      Shares
      shall not be issued pursuant to the exercise of an Award unless the exercise
      of
      such Award and the issuance and delivery of such Shares shall comply with
      Applicable Laws and shall be further subject to the approval of counsel for
      the
      Company with respect to such compliance.

     

    (b) Investment
      Representations.
      As a
      condition to the exercise of an Award, the Company may require the person
      exercising such Award to represent and warrant at the time of any such exercise
      that the Shares are being purchased only for investment and without any present
      intention to sell or distribute such Shares if, in the opinion of counsel for
      the Company, such a representation is required.

     

    19. Inability
      to Obtain Authority.
      The
      inability of the Company to obtain authority from any regulatory body having
      jurisdiction, which authority is deemed by the Company’s counsel to be necessary
      to the lawful issuance and sale of any Shares hereunder, shall relieve the
      Company of any liability in respect of the failure to issue or sell such Shares
      as to which such requisite authority shall not have been obtained.

     

    
      
         

      

      
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    20. Reservation
      of Shares.
      The
      Company, during the term of this Plan, will at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan.

     

    21. Shareholder
      Approval.
      The
      Plan shall be subject to approval by the shareholders of the Company within
      twelve (12) months after the date the Plan is adopted. Such shareholder approval
      shall be obtained in the manner and to the degree required under Applicable
      Laws.

     

    
      
         

      

      
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