EXHIBIT 10.8

                        SEARCHHELP, INC. 2004 STOCK PLAN
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1.       Purpose.

     The  purpose of the  SearchHelp,  Inc.  2004 Stock Plan (the  "PLAN") is to
encourage key employees of SearchHelp,  Inc. (the  "COMPANY") and of any present
or future parent or subsidiary of the Company (each a "RELATED  CORPORATION" and
collectively,  "RELATED CORPORATIONS") and other individuals who render services
to the  Company  or any  Related  Corporation,  by  providing  opportunities  to
participate  in the ownership of the Company and its future  growth  through (a)
the grant of options which qualify as "incentive  stock options"  ("ISOs") under
Section  422(b) of the Internal  Revenue Code of 1986,  as amended (the "CODE");
(b) the grant of options which do not qualify as ISOs ("NON-QUALIFIED OPTIONS");
(c) awards of stock in the Company  ("AWARDS");  and (d)  opportunities  to make
direct  purchases  of stock in the  Company  ("PURCHASES").  Either  an ISO or a
Non-Qualified  Option is referred to hereafter  individually  as an "Option" and
they  are   collectively   referred  to  as  "Options."   Options,   Awards  and
authorizations  to make  Purchases  are  referred to hereafter  collectively  as
"Stock Rights." As used herein, the terms "parent" and "subsidiary" mean "parent
corporation"  and  "subsidiary  corporation,"  respectively,  as those terms are
defined in Section 424 of the Code.

2.       Administration of the Plan.

     (a) Board or Committee  Administration.  The Plan shall be  administered by
the  Compensation  committee (the  "COMMITTEE") of the Board of Directors of the
Company  (the  "BOARD").  The  Committee  shall  be  comprised  of two  or  more
directors.  All references in this Plan to the Committee shall mean the Board if
no  Committee  has been  appointed.  Subject  to  ratification  of the  grant or
authorization  of each Stock Right by the Board (if so  required  by  applicable
state law), and subject to the terms of the Plan,  the Committee  shall have the
authority to: (i) determine to whom (from among the class of employees  eligible
under  paragraph  3 to receive  ISOs) ISOs shall be  granted,  and to whom (from
among the class of  individuals  and  entities  eligible  under  paragraph  3 to
receive  Non-Qualified  Options and Awards and to make Purchases)  Non-Qualified
Options,  Awards and  authorizations  to make  Purchases  may be  granted;  (ii)
determine  the time or times at which  Options  or Awards  shall be  granted  or
Purchases  made;  (iii)  determine the purchase  price of shares subject to each
Option or  Purchase,  which  prices  shall not be less  than the  Minimum  Price
specified in paragraph 6; (iv) determine whether each Option granted shall be an
ISO or a Non-Qualified  Option;  (v) determine (subject to paragraph 7) the time
or times when each  Option  shall  become  exercisable  and the  duration of the
exercise period;  (vi) extend the period during which outstanding Options may be
exercised;  (vii)  determine  whether  restrictions  are to be imposed on shares
subject to Options, Awards and Purchases and the nature of such restrictions, if
any,  and  (viii)  interpret  the Plan  and  prescribe  and  rescind  rules  and
regulations relating to it. If the Committee determines to issue a Non-Qualified
Option, it shall take whatever actions it deems necessary,  under Section 422 of
the Code and the regulations promulgated thereunder,  to ensure that such Option
is not treated as an ISO. The  interpretation  and construction by the Committee
of any  provisions  of the Plan or of any Stock Right  granted under it shall be
final unless  otherwise  determined by the Board. The Committee may from time to
time adopt such rules and  regulations  for carrying out the Plan as it may deem
advisable.

     (b) Committee  Actions.  The Committee may select one of its members as its
chairman, and shall hold meetings at such time and places as it may determine. A
majority of the  Committee  shall  constitute a quorum and acts of a majority of
the members of the Committee at a meeting at which a quorum is present,  or acts
reduced  to or  approved  in writing by all the  members  of the  Committee  (if
consistent with applicable state law), shall be the valid acts of the Committee.

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From time to time the Board may increase the size of the  Committee  and appoint
additional  members thereof,  remove members (with or without cause) and appoint
new members in substitution  therefor,  fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the Plan.

     (c) Grant of Stock Rights to Board  Members.  Subject to the  provisions of
paragraph 3 below, if applicable,  Stock Rights may be granted to members of the
Board.  All grants of Stock  Rights to  members of the Board  shall in all other
respects be made in accordance  with the  provisions of this Plan  applicable to
other  eligible  persons.  Consistent  with the provisions of paragraph 3 below,
members  of the Board who  either (i) are  eligible  to receive  grants of Stock
Rights  pursuant to the Plan or (ii) have been granted  Stock Rights may vote on
any matters  affecting the  administration of the Plan or the grant of any Stock
Rights  pursuant  to the Plan,  except  that no such  member  shall act upon the
granting  to  himself or herself  of Stock  Rights,  but any such  member may be
counted in  determining  the  existence  of a quorum at any meeting of the Board
during  which  action is taken with  respect to the  granting  to such member of
Stock Rights.

     (d)  Exculpation.  No  member  of the  Board  or  the  Committee  shall  be
personally  liable  for any  action  taken or any  failure to take any action in
connection  with the  Plan or the  granting  of Stock  Rights  under  the  Plan,
provided that this  subparagraph  2(d) shall not apply to (i) any breach of such
member's  duty of  loyalty  to the  Company  or its  stockholders,  (ii) acts or
omissions  not in good faith or involving  intentional  misconduct  or a knowing
violation of law, (iii) acts or omissions  that would result in liability  under
Section 174 of the General Corporation Law of the State of Delaware, as amended,
and (iv) any  transaction  from which the member  derived an  improper  personal
benefit.

      (e)  Indemnification. Service on the Committee shall constitute service as
a member of the Board.  Each member of the Committee  shall be entitled  without
further  act on his or her part to  indemnity  from the  Company to the  fullest
extent provided by applicable law and the Company's Certificate of Incorporation
and/or  By-laws  in  connection  with  or  arising  out of any  action,  suit or
proceeding  with  respect to the  administration  of the Plan or the granting of
Stock Rights  thereunder  in which he or she may be involved by reason of his or
her being or having  been a member of the  Committee,  whether  or not he or she
continues  to be a member of the  Committee  at the time of the action,  suit or
proceeding.

3.       Eligible Employees and Others.

     ISOs  may be  granted  only to  employees  of the  Company  or any  Related
Corporation.  Non-Qualified Options, Awards and authorizations to make Purchases
may be granted to any  employee,  officer or  director  (whether  or not also an
employee) or consultant of the Company or any Related Corporation. The Committee
may  take  into   consideration  a  recipient's   individual   circumstances  in
determining  whether to grant a Stock Right.  The granting of any Stock Right to
any individual or entity shall neither entitle that individual or entity to, nor
disqualify such individual or entity from,  participation  in any other grant of
Stock Rights.

4.       Stock Rights.

     (a) Number of Shares  Subject to Rights.  The stock subject to Stock Rights
shall be  authorized  but unissued  shares of Common  Stock of the Company,  par
value  $0.0001  per share  (the  "Common  Stock"),  or  shares  of Common  Stock
reacquired by the Company in any manner.  The maximum number of shares of Common
Stock which may be issued over the term of the Plan shall  initially  not exceed
1,500,000 shares. The aggregate number of shares which may be issued pursuant to
the Plan is subject to  adjustment  as  provided in  paragraph  13. If any Stock
Right granted  under the Plan shall expire or terminate  for any reason  without
having been exercised in full or shall cease for any reason to be exercisable in

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whole or in part,  the shares of Common Stock  subject to such Stock Right shall
again be available for grants of Stock Rights under the Plan.

     (b) Nature of Awards.  In addition to ISOs and Non-Qualified  Options,  the
Committee may grant or award the following  Stock  Rights.  Participants  may be
granted the right to purchase Common Stock,  subject to such restrictions as may
be specified by the  Committee  ("Restricted  Shares").  Such  restrictions  may
include,  but are not limited to, the  requirement of continued  employment with
the Company or a Related Corporation and achievement of performance  objectives.
The Committee shall determine the purchase price of the Restricted  Shares,  the
nature of the restrictions and the performance objectives, all of which shall be
set forth in the agreement relating to each right awarded to purchase Restricted
Shares.  The  performance  objectives  shall consist of (A) one or more business
criteria,  and (B) a target level or levels of performance  with respect to such
criteria.  In addition to the  foregoing,  awards of Common Stock may be made to
participants as bonuses or as additional  compensation,  as may be determined by
the Committee.

5.       Granting of Stock Rights.

     Stock Rights may be granted  under the Plan at any time on or after January
1, 2004 and prior to December 31, 2014. The date of grant of a Stock Right under
the Plan will be the date  specified by the  Committee at the time it grants the
Stock Right; provided, however, that such date shall not be prior to the date on
which the Committee acts to approve the grant.

6.       Minimum Option Price; ISO Limitations.

     (a) Price for  Non-Qualified  Options,  Awards and Purchases.  The exercise
price per share specified in the agreement relating to each Non-Qualified Option
granted,  and the  purchase  price  per share of stock  granted  in any Award or
authorized  as a  Purchase,  under  the Plan  shall in no event be less than the
minimum legal consideration required therefor under the laws of any jurisdiction
in which the Company or its successors in interest may be organized.

     (b) Price for ISOs. The exercise price per share specified in the agreement
relating  to each ISO  granted  under  the Plan  shall not be less than the fair
market value per share of Common Stock on the date of such grant. In the case of
an ISO to be  granted  to an  employee  owning  stock  possessing  more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company  or any  Related  Corporation,  the  price per  share  specified  in the
agreement  relating  to such ISO shall not be less than one  hundred ten percent
(110%) of the fair market  value per share of Common Stock on the date of grant.
For purposes of determining  stock ownership under this paragraph,  the rules of
Section 424(d) of the Code shall apply.

     (c) $100,000 Annual  Limitation on ISO Vesting.  Each eligible employee may
be granted  Options  treated as ISOs only to the extent that,  in the  aggregate
under this Plan and all  incentive  stock  option  plans of the  Company and any
Related  Corporation,  ISOs do not become exercisable for the first time by such
employee  during any  calendar  year with  respect to stock having a fair market
value (determined at the time the ISOs were granted) in excess of $100,000.  The
Company intends to designate any Options granted in excess of such limitation as
Non-Qualified Options.

     (d)  Determination  of Fair  Market  Value.  If,  at the time an  Option is
granted under the Plan,  the Company's  Common Stock is publicly  traded,  "fair
market  value" shall be  determined as of the date of grant or, if the prices or
quotes  discussed  in this  sentence  are  unavailable  for such date,  the last
business day for which such prices or quotes are available  prior to the date of
grant and shall mean (i) the average (on that date) of the high and low prices

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of the Common Stock on the principal national  securities  exchange on which the
Common  Stock is  traded,  if the  Common  Stock is then  traded  on a  national
securities  exchange;  or (ii) the  closing bid price (or average of bid prices)
last   quoted  (on  that  date)  by  an   established   quotation   service  for
over-the-counter  securities,  if the Common Stock is not reported on a national
securities  exchange.  If the Common Stock is not publicly traded at the time an
Option is granted under the Plan,  "fair market value" shall mean the fair value
of  the  Common  Stock  as  determined  by  the  Committee   after  taking  into
consideration  all  factors  which  it  deems  appropriate,  including,  without
limitation,  recent  sale and  offer  prices  of the  Common  Stock  in  private
transactions negotiated at arm's length.

7.       Option Duration.

     Subject to earlier termination as provided in paragraphs 9 and 10 or in the
agreement  relating  to such  Option,  each  Option  shall  expire  on the  date
specified by the  Committee,  but not more than (i) ten (10) years from the date
of grant in the case of Options generally, and (ii) five (5) years from the date
of grant in the case of ISOs granted to an employee owning stock possessing more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Company or any Related  Corporation,  as determined under paragraph
6(b).  Subject to earlier  termination  as provided in  paragraphs 9 and 10, the
term of each ISO shall be the term set forth in the original instrument granting
such ISO.

8.       Exercise of Option and Transfer of Shares Upon Exercise.

     Subject to the  provisions of paragraphs 9 through 12, each Option  granted
under the Plan shall be exercisable as follows:

     (a) Vesting.  The Option shall either be fully  exercisable  on the date of
grant  or  shall  become  exercisable  thereafter  in such  installments  as the
Committee may specify.

     (b) Full Vesting of Installments.  Once an installment becomes exercisable,
it shall remain  exercisable  until  expiration  or  termination  of the Option,
unless otherwise specified by the Committee.

     (c) Partial  Exercise.  Each Option or installment  may be exercised at any
time or from time to time,  in whole or in part,  for up to the total  number of
shares with respect to which it is then exercisable.

     (d)  Acceleration  of  Vesting.  The  Committee  shall  have  the  right to
accelerate  the date that any  installment  of any Option  becomes  exercisable;
provided  that the  Committee  shall not,  without the  consent of an  optionee,
accelerate the permitted  exercise date of any installment of any Option granted
to any employee as an ISO if such acceleration  would violate the annual vesting
limitation  contained in Section  422(d) of the Code,  as described in paragraph
6(c).

     (e) Transfer of Shares Upon Exercise of the Non-Qualified  Options.  In the
event that the shares  received upon the exercise of the  Non-Qualified  Options
are registered  under the  Securities Act of 1933, as amended,  the Optionee may
not sell more than  fifty  percent  (50%) of such  shares  within the first year
following  such  exercise,  and shall be  permitted  to sell all of such  shares
thereafter.  The  certificate(s)  issued reflecting any such shares shall bear a
legend substantially as follows: "No more than fifty percent (50%) of the shares
represented by this  certificate  may be sold within one year following the date
of original issue thereof. All of such shares may be sold thereafter."

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9.       Termination of Employment.

     Unless otherwise  specified in the agreements  relating to such ISOs, if an
ISO optionee  ceases to be employed by the Company and all Related  Corporations
other  than by  reason  of death or  disability  or as  otherwise  specified  in
paragraph  10,  no  further  installments  of  his  or  her  ISOs  shall  become
exercisable,  and his or her ISOs shall  terminate  on the earlier of (a) ninety
(90) days after the date of termination of his or her  employment,  or (b) their
specified  expiration  dates. For purposes of this paragraph 9, employment shall
be considered as continuing  uninterrupted during any bona fide leave of absence
(such as those  attributable  to illness,  military  obligations or governmental
service)  provided  that the period of such leave does not exceed 90 days or, if
longer,  any  period  during  which such  optionee's  right to  reemployment  is
guaranteed by statute. A bona fide leave of absence with the written approval of
the Committee shall not be considered an  interruption of employment  under this
paragraph 9, provided  that such written  approval  contractually  obligates the
Company or any Related  Corporation  to continue the  employment of the optionee
after the approved  period of absence.  ISOs granted under the Plan shall not be
affected  by a change of  employment  within or among the  Company  and  Related
Corporations, so long as the optionee continues to be an employee of the Company
or any  Related  Corporation.  Nothing  in the Plan  shall be deemed to give any
grantee  of any Stock  Right the right to be  retained  in  employment  or other
service by the Company or any Related Corporation for any period of time.

10.      Death; Disability; Voluntary Termination; Breach.

     (a) Death.  If an ISO optionee ceases to be employed by the Company and all
Related  Corporations  by  reason  of his or her  death,  any ISO  owned by such
optionee may be exercised,  to the extent  otherwise  exercisable on the date of
death, by the estate,  personal  representative  or beneficiary who has acquired
the ISO by will or by the laws of descent and distribution, until the earlier of
(i) the specified  expiration date of the ISO or (ii) one (1) year from the date
of the optionee's death.

     (b) Disability. If an ISO optionee ceases to be employed by the Company and
all Related Corporations by reason of his or her disability, such optionee shall
have the right to exercise any ISO held by him or her on the date of termination
of employment, for the number of shares for which he or she could have exercised
it on that date,  until the earlier of (i) the specified  expiration date of the
ISO or (ii) one (1) year  from the  date of the  termination  of the  optionee's
employment.  For the  purposes  of the Plan,  the term  "disability"  shall mean
"permanent and total  disability" as defined in Section  22(e)(3) of the Code or
any successor statute.

     (c) Voluntary  Termination;  Breach. If an ISO optionee  voluntarily leaves
the employ of the Company and all Related  Corporations or ceases to be employed
by the  Company  and all  Related  Corporations  by reason  of a finding  by the
Committee, after full consideration of the facts presented on behalf of both the
Company  and  the  Optionee,  that  the ISO  optionee  has  breached  his or her
employment or service contract with the Company or any Related  Corporation,  or
has been engaged in disloyalty to the Company or any Relate  Corporation,  then,
in either such event,  in addition to immediate  termination of the Option,  the
ISO optionee  shall  automatically  forfeit all shares for which the Company has
not yet delivered share  certificates upon refund by the Company of the exercise
price of such  Option.  Notwithstanding  anything  herein to the  contrary,  the
Company may withhold  delivery of share  certificates  pending the resolution of
any inquiry that could lead to a finding resulting in a forfeiture.

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11.      Assignability.

     No Stock Right shall be assignable or transferable by the grantee except by
will, by the laws of descent and  distribution  or, in the case of Non-Qualified
Options only,  pursuant to a valid domestic relations order. Except as set forth
in the  previous  sentence,  during the  lifetime of a grantee  each Stock Right
shall be exercisable only by such grantee.

12.      Terms and Conditions of Options.

     Options shall be evidenced by instruments  (which need not be identical) in
such forms as the  Committee  may from time to time  approve.  Such  instruments
shall conform to the terms and  conditions  set forth in paragraphs 6 through 11
hereof and may contain such other  provisions as the Committee  deems  advisable
which are not inconsistent with the Plan, including  restrictions  applicable to
shares of Common Stock  issuable  upon  exercise of Options.  The  Committee may
specify that any  Non-Qualified  Option shall be subject to the restrictions set
forth herein with respect to ISOs, or to such other termination and cancellation
provisions as the Committee may  determine.  The Committee may from time to time
confer authority and responsibility on one or more of its own members and/or one
or more  officers of the Company to execute and deliver  such  instruments.  The
proper  officers of the Company are  authorized and directed to take any and all
action  necessary or advisable  from time to time to carry out the terms of such
instruments.

13.      Adjustments.

     Upon the occurrence of any of the following  events,  an optionee's  rights
with respect to Options granted to such optionee  hereunder shall be adjusted as
hereinafter  provided,  unless  otherwise  specifically  provided in the written
agreement between the optionee and the Company related to such Option:

     (a) Stock  Dividends and Stock Splits.  If the shares of Common Stock shall
be subdivided  or combined into a greater or smaller  number of shares or if the
Company  shall  issue  any  shares of Common  Stock as a stock  dividend  on its
outstanding  Common Stock, the number of shares of Common Stock deliverable upon
the  exercise  of  Options  shall  be   appropriately   increased  or  decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

     (b) Consolidations or Mergers. If the Company is to be consolidated with or
acquired by another entity in a merger,  sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"),  the Committee or the board of
directors of any entity assuming the  obligations of the Company  hereunder (the
"Successor  Board"),   shall,  as  to  outstanding  Options,   either  (i)  make
appropriate  provision for the continuation of such Options by substituting on a
equitable  basis for the  shares  then  subject to such  Options  either (A) the
consideration  payable with respect to the outstanding shares of Common Stock in
connection  with  the  Acquisition,   (B)  shares  of  stock  of  the  surviving
corporation  or  (C)  such  other   securities  as  the  Successor  Board  deems
appropriate,  the fair market value of which shall  approximate  the fair market
value  of the  shares  of  Common  Stock  subject  to such  Options  immediately
preceding the Acquisition; or (ii) upon written notice to the optionees, provide
that all Options must be  exercised,  to the extent then  exercisable,  within a
specified number of days of the date of such notice,  at the end of which period
the Options shall  terminate;  or (iii)  terminate all Options in exchange for a
cash payment equal to the excess of the fair market value of the shares  subject
to such  Options  (to the  extent  then  exercisable)  over the  exercise  price
thereof.

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     (c) Recapitalization or Reorganization.  In the event of a recapitalization
or  reorganization  of the  Company  (other  than  a  transaction  described  in
subparagraph  (b)  above)  pursuant  to which  securities  of the  Company or of
another  corporation are issued with respect to the outstanding shares of Common
Stock,  an optionee  upon  exercising an Option shall be entitled to receive for
the purchase  price paid upon such exercise the  securities he or she would have
received if he or she had exercised  such Option prior to such  recapitalization
or reorganization.

     (d) Modification of ISO's.  Notwithstanding the foregoing,  any adjustments
made  pursuant to  subparagraphs  (a),  (b) or (c) with respect to ISOs shall be
made only after the Committee,  after  consulting  with counsel for the Company,
determines  whether such adjustments  would constitute a "modification"  of such
ISOs (as that term is  defined in  Section  424 of the Code) or would  cause any
adverse  tax  consequences  for the  holders  of  such  ISOs.  If the  Committee
determines that such  adjustments  made with respect to ISOs would  constitute a
modification  of such  ISOs or  would  cause  adverse  tax  consequences  to the
holders, it may refrain from making such adjustments.

     (e) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company,  each Option will terminate immediately prior to the
consummation  of such proposed  action or at such other time and subject to such
other conditions as shall be determined by the Committee.

     (f)  Issuances of  Securities.  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 Options.  No adjustments  shall be made for dividends paid in cash or
in property other than securities of the Company.

     (g) Fractional  Shares. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Company cash in lieu of such  fractional
shares.

     (h)  Adjustments.  Upon the  happening  of any of the events  described  in
subparagraphs  (a), (b) or (c) above,  the class and aggregate  number of shares
set  forth  in  paragraph  4 hereof  that are  subject  to  Stock  Rights  which
previously have been or subsequently may be granted under the Plan shall also be
appropriately  adjusted to reflect the events  described in such  subparagraphs.
The Committee or the Successor Board shall determine the specific adjustments to
be made under this paragraph 13 and,  subject to paragraph 2, its  determination
shall be conclusive.

14.      Means of Exercising Options.

     An Option (or any part or installment thereof) shall be exercised by giving
written  notice to the  Company  at its  principal  office  address,  or to such
transfer  agent as the Company shall  designate.  Such notice shall identify the
Option being  exercised and specify the number of shares as to which such Option
is being  exercised,  accompanied  by full payment of the purchase price thereof
either (a) in United States  dollars in cash or by check,  (b) at the discretion
of the  Committee,  through  delivery  of shares of Common  Stock  having a fair
market value equal as of the date of the exercise to the cash exercise  price of
the Option, (c) at the discretion of the Committee, by delivery of the grantee's
personal  recourse  note bearing  interest  payable not less than annually at no
less than 100% of the  lowest  applicable  Federal  rate,  as defined in Section
1274(d) of the Code, (d) at the discretion of the Committee and consistent  with
applicable  law,  through  the  delivery  of an  assignment  to the Company of a
sufficient  amount of the proceeds  from the sale of the Common  Stock  acquired
upon exercise of the Option and an  authorization to the broker or selling agent
to pay that  amount to the  Company,  which sale  shall be at the  participant's
direction at the time of exercise, or (e) at the discretion of the Committee, by
any combination of (a), (b), (c) and (d) above. If the Committee exercises its

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discretion  to permit  payment of the  exercise  price of an ISO by means of the
methods set forth in clauses  (b),  (c), (d) or (e) of the  preceding  sentence,
such  discretion  shall be  exercised in writing at the time of the grant of the
ISO in  question.  The  holder  of an  Option  shall  not have the  rights  of a
shareholder  with respect to the shares covered by such Option until the date of
issuance  of a stock  certificate  to such  holder  for such  shares.  Except as
expressly   provided   above  in   paragraph  13  with  respect  to  changes  in
capitalization and stock dividends, no adjustment shall be made for dividends or
similar  rights  for  which  the  record  date is  before  the date  such  stock
certificate  is issued.  In the absence of an effective  registration  statement
covering the shares issuable upon exercise of any Stock Rights, such notice may,
at the  option of the  Committee,  also  include  a  statement  that the  person
exercising  the Stock Rights is purchasing the Common Stock as an investment and
not with a view to the sale or distribution of any of such Common Stock, and the
holder's  agreement  not to sell any Common Stock  received upon the exercise of
the Stock Rights  except  either (i) in compliance  with the  Securities  Act of
1933,  as amended  (provided  that the Company  shall be under no  obligation to
register  either the Plan, or any securities  obtained by the Optionee  pursuant
thereto,  with the Securities and Exchange  Commission),  or (ii) with the prior
written approval of the Company.

15.      Term and Amendment of Plan.

     This Plan was  adopted  by the Board on October  10,  2003,  subject,  with
respect to the  validation  of ISOs granted  under the Plan,  to approval of the
Plan by the stockholders of the Company at the next Meeting of Stockholders,  or
in lieu thereof,  by written  consent.  If the approval of  stockholders  is not
obtained on or prior to January 1, 2004,  any grants of ISOs under the Plan made
prior to that date will be  rescinded.  The Plan shall  expire at the end of the
day on  December  31,  2014,  (except as to Options  outstanding  on that date).
Subject to the provisions of paragraph 5 above, Options may be granted under the
Plan  prior to the date of  stockholder  approval  of the  Plan.  The  Board may
terminate or amend the Plan in any respect at any time, except that, without the
approval of the stockholders obtained within 12 months before or after the Board
adopts a resolution  authorizing  any of the  following  actions:  (a) the total
number of shares that may be issued under the Plan may not be increased  (except
as provided in paragraph  4(a) or by adjustment  pursuant to paragraph  13); (b)
the  benefits  accruing  to  participants  under the Plan may not be  materially
increased;  (c) the requirements as to eligibility for participation in the Plan
may not be  materially  modified;  (d) the  provisions  of paragraph 3 regarding
eligibility  for  grants  of ISOs may not be  modified;  (e) the  provisions  of
paragraph  6(b)  regarding  the  exercise  price at which  shares may be offered
pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph
13); (f) the expiration date of the Plan may not be extended;  and (g) the Board
may not take any action  which  would cause the Plan to fail to comply with Rule
16b-3. Except as otherwise provided in this paragraph 15, in no event may action
of the Board or  stockholders  alter or impair the rights of a grantee,  without
such grantee's consent, under any Option previously granted to such grantee.

16.      Application of Funds.

     The proceeds  received by the Company  from the sale of shares  pursuant to
Options  granted  and  Purchases  authorized  under  the Plan  shall be used for
general corporate purposes.

17.      Notice to Company of Disqualifying Disposition.

     By accepting an ISO granted under the Plan,  each optionee agrees to notify
the Company in writing  immediately  after such optionee  makes a  Disqualifying
Disposition  (as  described  in  Sections  421,  422  and  424 of the  Code  and
regulations  thereunder) of any stock acquired  pursuant to the exercise of ISOs
granted under the Plan.  Disqualifying  Disposition is generally any disposition
occurring  on or before the later of (a) the date two years  following  the date
the ISO was  granted  or (b) the date one  year  following  the date the ISO was
exercised.

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<PAGE>
18.      Withholding of Additional Income Taxes.

     Upon the exercise of a  Non-Qualified  Option,  the grant of an Award,  the
making of a Purchase of Common  Stock for less than its fair market  value,  the
making of a Disqualifying  Disposition (as defined in paragraph 17), the vesting
or transfer of  restricted  stock or  securities  acquired on the exercise of an
Option hereunder,  or the making of a distribution or other payment with respect
to such  stock or  securities,  the  Company  may  withhold  taxes in respect of
amounts that constitute  compensation  includable in gross income. The Committee
in its discretion may condition (i) the exercise of an Option, (ii) the grant of
an Award,  (iii) the making of a Purchase of Common Stock for less than its fair
market value,  or (iv) the vesting or  transferability  of  restricted  stock or
securities   acquired  by  exercising  an  Option,   on  the  grantee's   making
satisfactory  arrangement  for such  withholding.  Such  arrangement may include
payment  by the  grantee  in cash or by check of the  amount of the  withholding
taxes or, at the  discretion  of the  Committee,  by the  grantee's  delivery of
previously  held shares of Common  Stock or the  withholding  from the shares of
Common Stock  otherwise  deliverable  upon exercise of a Option shares having an
aggregate fair market value equal to the amount of such withholding taxes.

19.      Governmental Regulation.

     The  Company's  obligation  to sell and deliver  shares of the Common Stock
under  this  Plan is  subject  to the  approval  of any  governmental  authority
required in connection with the authorization,  issuance or sale of such shares.
Government  regulations may impose reporting or other obligations on the Company
with respect to the Plan.  For example,  the Company may be required to send tax
information  statements  to employees  and former  employees  that exercise ISOs
under the Plan, and the Company may be required to file tax information  returns
reporting  the income  received by grantees  of Options in  connection  with the
Plan.

20.      Governing Law.

     The validity and  construction of the Plan and the  instruments  evidencing
Stock Rights shall be governed by the laws of Delaware.

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