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                                                                     EXHIBIT 4.1
                         VISUAL MANAGEMENT SYSTEMS, INC.
                              EQUITY INCENTIVE PLAN


1.      PURPOSE.

        The purpose of this Visual Management Systems, Inc. Equity Incentive
        Plan (the "Plan") is to advance the interests of Visual Management
        Systems, Inc. (the "Company") and its subsidiaries by enhancing the
        ability of the Company to (i) attract and retain employees and other
        persons or entities who are in a position to make significant
        contributions to the success of the Company and its subsidiaries; (ii)
        reward such persons for such contributions; and (iii) encourage such
        persons or entities to take into account the long-term interest of the
        Company through ownership of shares of the Company's common stock, $.001
        par value per share (the "Common Stock").

        The Plan is intended to accomplish these objectives by enabling the
        Company to grant awards ("Awards") in the form of incentive stock
        options ("ISOs"), nonqualified stock options ("Nonqualified Options")
        (ISOs and Nonqualified Options shall be collectively referred to herein
        as "Options"), stock appreciation rights ("SARs"), restricted stock
        ("Restricted Stock"), deferred stock ("Deferred Stock"), or other stock
        based awards ("Other Stock Based Awards"), all as more fully described
        below.

2.      ADMINISTRATION.

        (a)     The Plan will be administered by the Board of Directors of the
                Company (the "Board") or, if in existence, the Compensation
                Committee (the "Committee") of the Board of Directors (such
                party administering the Plan to be referred to herein as the
                "Administrator"). The Administrator may be constituted to permit
                the Plan to comply with the "outside director" requirement of
                Section 162(m)(4)(c)(i) of the Internal Revenue Code of 1986, as
                amended (the "Code"), and the regulations promulgated
                thereunder, or any successor rules. The Administrator will
                determine the recipients of Awards, the times at which Awards
                will be made, the size and type or types of Awards to be made to
                each recipient, and will set forth in each such Award the terms,
                conditions and limitations applicable to the Award granted.
                Awards may be made singly, in combination or in tandem. The
                Administrator will have full and exclusive power to interpret
                the Plan, to adopt rules, regulations and guidelines relating to
                the Plan, to grant waivers of Plan restrictions and to make all
                of the determinations necessary for its administration. Such
                determinations and actions of the Administrator, and all other
                determinations and actions of the Administrator made or taken
                under authority granted by any provision of the Plan, will be
                conclusive and binding on all parties. Except to the extent
                otherwise required under Code Section 409A, related regulations,
                or other guidance, the Administrator shall have the authority,
                in its sole discretion, to accelerate the date that any Award
                which was not otherwise exercisable, vested or earned shall
                become exercisable, vested or earned in whole


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                or in part without any obligation to accelerate such date with
                respect to any other Award granted to any recipient. In
                addition, the Administrator shall have the authority and
                discretion to establish terms and conditions of Awards as the
                Administrator determines to be necessary or appropriate to
                conform to the applicable requirements or practices of
                jurisdictions outside of the United States. In addition to
                action by meeting in accordance with applicable laws, any action
                of the Administrator with respect to the Plan may be taken by a
                written instrument signed by all of the members of the
                Administrator, and any such action so taken by written consent
                shall be as fully effective as if it had been taken by a
                majority of the members at a meeting duly held and called.

3.      EFFECTIVE DATE AND TERM OF PLAN.

        The Plan will become effective on June 28, 2007 by the requisite vote of
        the Company's shareholders. Any Awards granted under the Plan prior to
        such shareholder approval shall be conditioned upon such shareholder
        approval and shall be null and void if such approval is not obtained.

        The Plan will terminate on June 28, 2017, subject to earlier termination
        of the Plan by the Board pursuant to Section 18 herein. No Award may be
        granted under the Plan after the termination date of the Plan, but
        Awards previously granted may extend beyond that date pursuant to the
        terms of such Awards.

4.      SHARES SUBJECT TO THE PLAN.

        Subject to adjustment as provided in Section 16 herein, the aggregate
        number of shares of Common Stock reserved for issuance pursuant to
        Awards granted under the Plan shall be _____ million (__________) shares
        [20% of shares of Common Stock outstanding on a fully diluted basis
        after completion of private offering of units]. The maximum number of
        shares of Common Stock which may be issued to the Chief Executive
        Officer ("CEO") of the Company pursuant to all Awards granted the CEO
        under the Plan shall not exceed thirty-five percent (35%) of the number
        of shares of the Company's Common Stock reserved for issuance hereunder.
        The maximum number of shares of the Company's Common Stock awarded to
        any other "Participant" (as defined in Section 5 below) pursuant to all
        Awards granted to such Participant under the Plan shall not exceed
        twenty percent (20%) of the number of shares of the Company's Common
        Stock reserved for issuance hereunder.

        The shares of Common Stock delivered under the Plan may be either
        authorized but unissued shares of Common Stock or shares of the
        Company's Common Stock held by the Company as treasury shares, including
        shares of Common Stock acquired by the Company in open market and
        private transactions. No fractional shares of Common Stock will be
        delivered pursuant to Awards granted under the Plan and the
        Administrator shall determine the manner in which fractional share value
        will be treated.

        If any Award requiring exercise by a Participant for delivery of shares
        of Common Stock is cancelled or terminates without having been exercised
        in full, or if any Award payable

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        in shares of Common Stock or cash is satisfied in cash rather than
        Common Stock, the number of shares of Common Stock as to which such
        Award was not exercised or for which cash was substituted will be
        available for future Awards of Common Stock; provided, however, that
        Common Stock subject to an Option cancelled upon the exercise of an SAR
        shall not again be available for Awards under the Plan unless, and to
        the extent that, the SAR is settled in cash. Shares of Restricted Stock
        and Deferred Stock forfeited to the Company in accordance with the Plan
        and the terms of the particular Award shall be available again for
        Awards under the Plan unless the Administrator determines otherwise.

5.      ELIGIBILITY AND PARTICIPATION.

        Those eligible to receive Awards under the Plan (each, a "Participant"
        and collectively, the "Participants") will be persons in the employ of
        the Company or any of its subsidiaries designated by the Administrator
        ("Employees") and other persons or entities who, in the opinion of the
        Administrator, are in a position to make a significant contribution to
        the success of the Company or its subsidiaries, including, without
        limitation, consultants and agents of the Company or any subsidiary. A
        "subsidiary" for purposes of the Plan will be a present or future
        corporation or other entity of which the Company owns or controls, or
        will own or control, more than 50% of the total combined voting power of
        all classes of stock or other equity interests.

6.      OPTIONS.

        (a)     NATURE OF OPTIONS. An Option is an Award entitling the
                Participant to purchase a specified number of shares of Common
                Stock at a specified exercise price. Both ISOs, as defined in
                Section 422 of the Code, and Nonqualified Options may be granted
                under the Plan; provided, however, that ISOs may be awarded only
                to Employees.

        (b)     EXERCISE PRICE. The exercise price of each Option shall be equal
                to the "Fair Market Value" (as defined below) of the Common
                Stock on the date the Award is granted to the Participant;
                provided, however, that (i) in the Administrator's discretion,
                the exercise price of a Nonqualified Option may be less than the
                Fair Market Value of the Common Stock on the date of grant; (ii)
                with respect to a Participant who owns more than ten percent
                (10%) of the total combined voting power of all classes of stock
                of the Company, the option price of an ISO granted to such
                Participant shall not be less than one hundred and ten percent
                (110%) of the Fair Market Value of the Common Stock on the date
                the Award is granted; and (iii) with respect to any Option
                repriced by the Administrator, the exercise price shall be equal
                to the Fair Market Value of the Common Stock on the date such
                Option is repriced unless otherwise determined by the
                Administrator. For purposes of this Plan, Fair Market Value
                shall mean the closing price of the Common Stock as reported on
                the principal securities exchange on which the Common Stock is
                listed, or if not so listed, the last sale price (or the average
                of the high asked and low bid prices of the Common Stock if
                sales price information is not reported) of the Common Stock as
                reported by the Nasdaq Stock Market or,

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                if not reported on the Nasdaq Stock Market, by the NASD OTC
                Bulletin Board or similar quotation service. If the Common Stock
                is not publicly traded, Fair Market Value shall be determined in
                good faith by the Board of Directors.

        (c)     DURATION OF OPTIONS. The term of each Option granted to a
                Participant pursuant to an Award shall be determined by the
                Administrator; provided, however, that in no case shall an
                Option be exercisable more than ten (10) years (five (5) years
                in the case of an ISO granted to a ten percent (10%) stockholder
                as defined in (b) above) from the date of the Award.

        (d)     EXERCISE OF OPTIONS AND CONDITIONS. Except as otherwise provided
                in Sections 18 and 19 herein, and except as otherwise provided
                below with respect to ISOs, Options granted pursuant to an Award
                will become exercisable at such time or times, and subject to
                such conditions, as the Administrator may specify at the time of
                the Award. The Options may be subject to such restrictions,
                conditions and forfeiture provisions as the Administrator may
                determine, including, but not limited to, restrictions on
                transfer, continuous service with the Company or any of its
                subsidiaries, achievement of business objectives, and
                individual, division and Company performance. To the extent
                exercisable, an Option may be exercised either in whole at any
                time or in part from time to time. With respect to an ISO
                granted to a Participant, the Fair Market Value of the shares of
                Common Stock on the date of grant which are exercisable for the
                first time by a Participant during any calendar year shall not
                exceed $100,000.

        (e)     PAYMENT FOR AND DELIVERY OF STOCK. Full payment for shares of
                Common Stock purchased will be made at the time of the exercise
                of the Option, in whole or in part. Payment of the purchase
                price will be made in cash or in such other form as the
                Administrator may permit, including, without limitation,
                delivery of shares of Common Stock.

7.      STOCK APPRECIATION RIGHTS.

        (a)     NATURE OF STOCK APPRECIATION RIGHTS. An SAR is an Award
                entitling the recipient to receive payment, in cash and/or
                shares of Common Stock, determined in whole or in part by
                reference to appreciation in the value of a share of Common
                Stock. An SAR entitles the recipient to receive in cash and/or
                shares of Common Stock, with respect to each SAR exercised, the
                excess of the Fair Market Value of a share of Common Stock on
                the date of exercise over the Fair Market Value of a share of
                Common Stock on the date the SAR was granted.

        (b)     GRANT OF SARS. SARs may be subject to Awards in tandem with, or
                independently of, Options granted under the Plan. An SAR granted
                in tandem with an Option which is not an ISO may be granted
                either at or after the time the Option is granted. AN SAR
                granted in tandem with an ISO may be granted only at the time
                the ISO is granted and may expire no later than the expiration
                of the underlying ISO.

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        (c)     EXERCISE OF SARS. An SAR not granted in tandem with an Option
                will become exercisable at such time or times, and on such
                conditions, as the Administrator may specify. An SAR granted in
                tandem with an Option will be exercisable only at such times,
                and to the extent, that the related option is exercisable. An
                SAR granted in tandem with an ISO may be exercised only when the
                market price of the shares of Common Stock subject to the ISO
                exceeds the exercise price of the ISO, and the SAR may be for no
                more than one hundred percent (100%) of the difference between
                the exercise price of the underlying ISO and the Fair Market
                Value of the Common Stock subject to the underlying ISO at the
                time the SAR is exercised. At the option of the Administrator,
                upon exercise, an SAR may be settled in cash, Common Stock or a
                combination of both.

8.      RESTRICTED STOCK.

        A Restricted Stock Award entitles the recipient to acquire shares of
        Common Stock, subject to certain restrictions or conditions, for no cash
        consideration, if permitted by applicable law, or for such other
        consideration as may be determined by the Administrator. The Award may
        be subject to such restrictions, conditions and forfeiture provisions as
        the Administrator may determine, including, but not limited to,
        restrictions on transfer, continuous service with the Company or any of
        its subsidiaries, achievement of business objectives, and individual,
        division and Company performance. Subject to such restrictions,
        conditions and forfeiture provisions as may be established by the
        Administrator, any Participant receiving an Award of Restricted Stock
        will have all the rights of a stockholder of the Company with respect to
        the shares of Restricted Stock, including the right to vote the shares
        and the right to receive any dividends thereon.

9.      DEFERRED STOCK.

        A Deferred Stock Award entitles the recipient to receive shares of
        Common Stock to be delivered in the future. Delivery of the shares of
        Common Stock will take place at such time or times, and on such
        conditions, as the Administrator may specify. At the time any Deferred
        Stock Award is granted, the Administrator may provide that the
        Participant will receive an instrument evidencing the Participant's
        right to future delivery of Deferred Stock.

10.     OTHER STOCK BASED AWARDS.

        The Administrator shall have the right to grant Other Stock Based Awards
        under the Plan to Employees which may include, without limitation, the
        grant of shares of Common Stock as bonus compensation and the issuance
        of shares of Common Stock in lieu of an Employee's cash compensation.

11.     AWARD AGREEMENTS.

        The grant of any Award under the Plan may be evidenced by an agreement
        which shall describe the specific Award granted and the terms and
        conditions of the Award. Any Award shall be subject to the terms and
        conditions of any such agreement required by the Administrator.

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12.     TRANSFERS.

        No Award (other than an outright Award in the form of Common Stock
        without any restrictions) may be assigned, pledged or transferred other
        than by will or by the laws of descent and distribution and, during a
        Participant's lifetime, will be exercisable only by the Participant or,
        in the event of a Participant's incapacity, by the Participant's
        guardian or legal representative.

13.     RIGHTS OF A STOCKHOLDER.

        Except as specifically provided by the Plan, the receipt of an Award
        will not give a Participant rights as a stockholder of the Company. The
        Participant will obtain such rights, subject to any limitations imposed
        by the Plan, or the instrument evidencing the Award, upon actual receipt
        of shares of Common Stock.

14.     CONDITIONS ON DELIVERY OF STOCK.

        The Company will not be obligated to deliver any shares of Common Stock
        pursuant to the Plan or to remove any restrictions or legends from
        shares of Common Stock previously delivered under the Plan until, (a) in
        the opinion of the Company's counsel, all applicable federal and state
        laws and regulations have been complied with, (b) until the shares of
        Common Stock to be delivered have been listed or authorized to be listed
        on the American Stock Exchange (or such other exchange or quotation
        system on which shares of Common Stock may be listed or quoted), and (c)
        until all other legal matters in connection with the issuance and
        delivery of such shares of Common Stock have been approved by the
        Company's counsel. If the sale of shares of Common Stock has not been
        registered under the Securities Act of 1933, as amended (the "Act"), and
        qualified under the appropriate "blue sky" laws, the Company may
        require, as a condition to exercise of the Award, such representations
        and agreements as counsel for the Company may consider appropriate to
        avoid violation of such Act and laws and may require that the
        certificates evidencing such shares of Common Stock bear an appropriate
        legend restricting transfer.

        If an Award is exercised by a Participant's legal representative, the
        Company will be under no obligation to deliver shares of Common Stock
        pursuant to such exercise until the Company is satisfied as to the
        authority of such representative.

15.     TAX WITHHOLDING.

        The Company will have the right to deduct from any cash payment under
        the Plan taxes that are required to be withheld and to condition the
        obligation to deliver or vest shares of Common Stock under this Plan
        upon the Participant's paying the Company such amount as the Company may
        request to satisfy any liability for applicable withholding taxes. The
        Administrator may in its discretion permit Participants to satisfy all
        or part of their withholding liability either by delivery of shares of
        Common Stock held by the Participant or by withholding shares of Common
        Stock to be delivered to a Participant upon the grant or exercise of an
        Award.

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16.     ADJUSTMENT OF AWARD.

        (a)     The Administrator may make or provide for such adjustments in
                the numbers of shares of Common Stock covered by outstanding
                Awards granted hereunder, and any applicable exercise price
                provided in outstanding Awards and in the kind of shares covered
                thereby, as the Administrator, in its sole discretion, may
                determine is equitably required to prevent dilution or
                enlargement of the rights of Participants that otherwise would
                result from (i) any stock dividend, stock split, combination of
                shares, recapitalization or other change in the capital
                structure of the Company, or (ii) any merger, consolidation,
                spin-off, split-off, spin-out, split-up, reorganization, partial
                or complete liquidation or other distribution of assets,
                issuance of rights or warrants to purchase securities, or (iii)
                any other corporate transaction or event having an effect
                similar to any of the foregoing. Moreover, in the event of any
                such transaction or event, the Administrator, in its discretion,
                may provide in substitution for any or all outstanding awards
                under this Plan such alternative consideration (including cash),
                if any, as it may determine to be equitable in the circumstances
                and may require in connection therewith the surrender of all
                Awards so replaced. The Administrator may also make or provide
                for such adjustments in the numbers of shares specified in
                Section 4 of this Plan as the Administrator in its sole
                discretion may determine is appropriate to reflect any
                transaction or event described in this Section 18(a); provided,
                however, that any such adjustment to the number specified in
                Section 4 will be made only if and to the extent that such
                adjustment would not cause any option intended to qualify as an
                ISO to fail to so qualify.

        (b)     In the event of a proposal, which is approved by the Board, of
                any merger or consolidation involving the Company where the
                Company is not the surviving entity or pursuant to which any
                shares of Common Stock would be converted into cash, securities
                or other property of another corporation or business entity
                (other than a merger or consolidation in which the holders of
                Common Stock immediately prior to the merger or consolidation
                continue to own at least 50% of the Common Stock after the
                merger or consolidation, or if the Company is not the surviving
                corporation, at least 50% of the common stock, (or other voting
                securities), of the surviving corporation or other business
                entity immediately after the merger, consolidation or share
                exchange) or any sale of substantially all of the Company's
                assets or any other transaction or series of related
                transactions as a result of which a single person or several
                persons (other than Jason Gonzalez and/or Caroline Gonzalez)
                acting in concert own a majority of the Company's then
                outstanding Common Stock (such merger, consolidation, sale of
                assets or other transaction being hereinafter referred to as a
                "Transaction"), unless otherwise provided in a resolution
                adopted by the Board approving the Transaction, all outstanding
                Options and SARs shall become exercisable immediately before or
                contemporaneously with the consummation of such Transaction and
                each outstanding share of Restricted Stock and each outstanding
                Deferred Stock Award shall immediately become free of all
                restrictions and conditions upon consummation of such
                Transaction. Immediately following the

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                consummation of the Transaction, all outstanding Options and
                SARs shall terminate and cease to be exercisable.

                In lieu of the foregoing, if the Company will not be the
                surviving corporation or entity, the Administrator may arrange
                to have such acquiring or surviving corporation or entity, or an
                "Affiliate", (as defined below) thereof, grant replacement
                Awards which shall be immediately exercisable to Participants
                holding outstanding Awards.

                The term "Affiliate," with respect to any Person, shall mean any
                other Person who is, or would be deemed to be an "affiliate" or
                an "associate" of such Person within the respective meanings
                ascribed to such terms in Rule 12b-2 of the General Rules and
                Regulations under the Securities Exchange Act of 1934. The term
                "Person" shall mean a corporation, association, partnership,
                joint venture, trust, organization, business, individual or
                government or any governmental agency or political subdivision
                thereof.

        (c)     In the event of the dissolution or liquidation of the Company
                (except a dissolution or liquidation relating to a sale of
                assets or other reorganization of the Company referred to in the
                preceding sections), the outstanding options and SARs shall
                terminate as of a date fixed by the Administrator; provided,
                however, that not less than thirty (30) days written notice of
                the date so fixed shall be given to each Participant who shall
                have the right during such period to exercise the Participant's
                Options or SARs as to all or any part of the shares of Common
                Stock covered thereby. Further, in the event of the dissolution
                or liquidation of the Company, each outstanding share of
                Restricted Stock and each outstanding Deferred Stock Award shall
                immediately become free of all restrictions and conditions.

17.     TERMINATION OF SERVICE.

        Upon a Participant's termination of service with the Company or a
        subsidiary (if an employee only of a subsidiary), any outstanding Award
        shall be subject to the terms and conditions set forth below, unless
        otherwise determined by the Administrator:

        (a)     In the event a Participant leaves the employ or service of the
                Company or a subsidiary of the Company, prior to the
                Participant's 65th birthday, whether voluntarily or otherwise
                but other than by reason of the Participant's death or
                "disability" (as such term is defined in Section 22(e)(3) of the
                Code), each Option and SAR granted to the Participant shall
                terminate upon the earlier to occur of (i) the expiration of the
                period three (3) months after the date of such termination and
                (ii) the date specified in the Option or SAR; provided, that,
                prior to the termination of such Option or SAR, the Participant
                shall be able to exercise any part of the Option or SAR which is
                exercisable as of the date of termination. Further, each
                outstanding share of Restricted Stock and each outstanding
                Deferred Stock Award which remains subject to any restrictions
                or conditions of the Award shall be forfeited to the Company
                upon such date of termination.

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        (b)     In the event a Participant's employment with or service to the
                Company or its subsidiaries terminates by reason of the
                Participant's death or "disability" (as such term is defined in
                Section 22(e)(3) of the Code), each Option and SAR granted to
                the Participant shall become immediately exercisable in full and
                shall terminate upon the earlier to occur of (i) the expiration
                of the period six (6) months after the date of such termination
                and (ii) the date specified in the option or SAR. Further, each
                outstanding share of Restricted Stock and each outstanding
                Deferred Stock Award shall immediately become free of all
                restrictions and conditions upon the date of such termination.

        (c)     In the event a Participant voluntarily or involuntarily leaves
                the employ or service of the Company or a subsidiary of the
                Company, after the Participant's 65th birthday, each Option and
                SAR granted to the Participant shall become immediately
                exercisable in full and shall terminate upon the earlier to
                occur of (i) the expiration of three (3) months after the date
                of such termination and (ii) the date specified in the Option or
                SAR. Further, each outstanding share of Restricted Stock and
                each outstanding Deferred Stock Award shall immediately become
                free of all restrictions and conditions upon the date of such
                termination.

18.     AMENDMENTS AND TERMINATION.

        The Administrator will have the authority to make such amendments to any
        terms and conditions applicable to outstanding Awards as are consistent
        with this Plan; provided, that, except for adjustments under Section 16
        hereof, no such action will modify such Award in a manner adverse to the
        Participant without the Participant's consent except as such
        modification is provided for or contemplated in the terms of the Award.

        The Board may amend, suspend or terminate the Plan, subject to
        shareholder approval if so required by any applicable federal or state
        securities laws, tax laws or corporate statute, except that no action
        may, without the consent of a Participant, adversely affect any Award
        previously granted to the Participant under the Plan.

19.     COMPLIANCE WITH CODE SECTION 409A.

        (a)     To the extent applicable, it is intended that this Plan and any
                Awards made hereunder comply with the provisions of Section 409A
                of the Code. This Plan and any Awards made hereunder shall be
                administrated in a manner consistent with this intent, and any
                provision that would cause this Plan or any Award made hereunder
                to fail to satisfy Section 409A of the Code shall have no force
                and effect until amended to comply with Section 409A of the Code
                (which amendment may be retroactive to the extent permitted by
                Section 409A of the Code and may be made by the Company without
                the consent of Participants). Any reference in this Plan to
                Section 409A of the Code will also include any proposed,
                temporary or final regulations, or any other guidance,
                promulgated with respect to such Section by the U.S. Department
                of the Treasury or the Internal Revenue Service.

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        (b)     Notwithstanding any provision of this Plan to the contrary, to
                the extent an Award shall be deemed to be vested or restrictions
                lapse, expire or terminate upon the occurrence of a Transaction
                and such Transaction does not constitute a "change in the
                ownership or effective control" or a "change in the ownership or
                a substantial portion of the assets" of the Company within the
                meaning of Section 401A(a)(2)(A)(v) of the Code, then even
                though such Award may be deemed to be vested or restrictions
                lapse, expire or terminate upon the occurrence of the
                Transaction or any other provision of this Plan, payment will be
                made, to the extent necessary to comply with the provisions of
                Section 409A of the Code, to the Participant the earliest of (i)
                the Participant's "separation from service" with the Company
                (determined in accordance with Section 409A of the Code);
                provided, however, that if the Participant is a "specified
                employee" (within the meaning of Section 409A of the Code), the
                payment date shall be the date that is six months after the date
                of the Participant's separation from service with the Company,
                (ii) the date payment otherwise would have been made in the
                absence of any provisions in this Plan to the contrary (provided
                such date is permissible under Section 409A of the Code), or
                (iii) the Participant's death.

20.     SUCCESSORS AND ASSIGNS.

        The provisions of this Plan shall be binding upon all successors and
        assigns of any such Participant including, without limitation, the
        estate of any such Participant and the executors, administrators, or
        trustees of such estate, and any receiver, trustee in bankruptcy or
        representative of the creditors of any such Participant.

21.     MISCELLANEOUS.

(a)     This Plan shall be governed by and construed in accordance with the laws
        of the State of Nevada.

(b)     Any and all funds received by the Company under the Plan may be used for
        any corporate purpose.

(c)     Nothing contained in the Plan or any Award granted under the Plan shall
        confer upon a Participant any right to be continued in the employment of
        the Company or any subsidiary, or interfere in any way with the right of
        the Company, or its subsidiaries, to terminate the employment
        relationship at any time.


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