**Exhibit
      4.2**




***Sea
      Sun Capital Corporation***





***2005
      STOCK OPTION AND APPRECIATION RIGHTS PLAN***




**ARTICLE
      I**


**ESTABLISHMENT
      AND PURPOSE**




**Section
      1.1** Sea Sun
      Capital Corporation (the “Company”), a Delaware corporation, hereby establishes
      a stock option and appreciation rights plan to be named the Sea Sun Capital
      Corporation 2005 Stock Option and Appreciation Rights Plan (the “Plan”).




**Section
      1.2** The
      purpose of the Plan is to induce persons who are officers, directors, employees
      and consultants of the Company or any of its subsidiaries who are in a position
      to contribute materially to the Company’s prosperity to remain with the Company,
      to offer such persons incentives and rewards in recognition of their
      contributions to the Company’s progress, and to encourage such persons to
      continue to promote the best interests of the Company. The Plan provides for
      options which qualify as incentive stock options (“Incentive Options”) under
      Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to be
      issued to such persons who are employees or officers, as well as options which
      do not so qualify (“Non-Qualified Options”) to be issued to officers, directors,
      employees and consultants. The Plan also provides for grants of stock
      appreciation rights (“Rights”) in connection with the grant of options under the
      Plan.




**Section
      1.3** All
      stock options granted by the Company on or after the date that this Plan has
      been approved or adopted by the Company’s Stockholders shall be governed by the
      terms and conditions of the plan unless the terms of such option specifically
      indicate that it is not to be governed by this Plan.




**ARTICLE
      II**


**ADMINISTRATION**




**Section
      2.1** All
      determinations under the Plan concerning the selection of persons eligible
      to
      receive awards under the Plan and with respect to the timing, pricing and amount
      of a grant or award under this Plan (other than pursuant to a non-discretionary
      formula set forth in this Plan) shall be made by the administrator (the
“Administrator”) of the Plan. The Administrator shall be either (a) the
      Company’s Board of Directors (the “Board”), if each member of the Board is a
“disinterested person” for the purposes of this Plan within the meaning of such
      term under Rule 16b-3 under the Securities Exchange Act of 1934, as amended
      (the
“Exchange Act”), as such rule may be amended from time to time (“Rule 16b-3”),
      or, (b) in the discretion of the Board by a committee (the “Committee”) of not
      less than two members of the Board, each of whom is a “disinterested person”. A
“disinterested person” within the meaning of Rule 16b-3 as in effect on the date
      this Plan is adopted by the Board is a person who has not been granted or
      awarded equity securities, within the meaning of the Exchange Act, under this
      Plan or any other plan of the Company or any affiliate thereof at any time
      within one year prior to such person’s service as a member of the Administrator
      or during such service, except as otherwise permitted by Rule 16b-3(c). In
      the
      event the Committee is the Administrator, the Committee shall select one of
      its
      members as its Chairman and shall hold its meetings at such times and places
      as
      it may determine. In such case, a majority of the Committee shall constitute
      a
      quorum is present, or acts approved in writing by a majority of the Committee,
      shall be deemed the acts of the Committee. With respect to persons subject
      to
      Section 16 of the Exchange Act, transactions under this Plan are intended to
      comply with all applicable conditions of Rule 16b-3 or its successors under
      the
      Exchange Act. To the extent any provision of the Plan or action by the
      Administrator fails to so comply, it shall be deemed null and void, to the
      extent permitted by law and deemed advisable by the Administrator.









**Section
      2.2** The
      provisions of this Plan relating to Incentive Options are intended to comply
      in
      every respect with Section 422 of the Code and the regulations promulgated
      thereunder (“Section 422”). In the even any future statue or regulation shall
      modify Section 422, the Plan shall be deemed to incorporate by reference such
      modification. Any stock option agreement relating to any Incentive Option
      granted pursuant to this Plan outstanding and unexercised at the time that
      any
      modifying statute or regulation becomes effective shall also be deemed to
      incorporate by reference such modification, and no notice of such modification
      need be given to the optionee. Any stock option agreement relating to an
      Incentive Option shall provide that the optionee hold his stock received upon
      exercise of such Incentive Option for a minimum of two years from the date
      of
      grant of the Incentive Option and one year from the date of the exercise of
      such
      Incentive Option, absent the written approval, consent or waiver of the
      Committee.




**Section
      2.3** If any
      provision of this Plan is determined to disqualify the shares purchasable
      pursuant to the Incentive Options granted under this Plan from the special
      tax
      treatment provided by Section 422, such provisions shall be deemed to
      incorporate by reference the modification required to qualify the shares for
      said tax treatment.




**Section
      2.4** The
      Company shall grant Incentive Options and Non-Qualified Options (collectively,
      “Options”), and Rights under the Plan in accordance with the formula set forth
      herein and/or determinations made by the Board or the Committee pursuant to
      the
      provisions of the Plan, as the case may be. All Options granted pursuant to
      the
      Plan shall be clearly identified as Incentive Options or Non-Qualified Options.
      The Board or the Committee may from time to time adopt (and thereafter amend
      or
      rescind) such rules and regulations for carrying out the Plan and take such
      action in the administration of the Plan, not inconsistent with the provisions
      hereof, as it shall deem proper. The Board or, subject to the supervision of
      the
      Board, the Committee shall have plenary discretion, subject to the express
      provisions of this Plan, to determine which officers, directors, employees
      and
      consultants shall be granted Options, the number of shares subject to each
      Option, the time or times when an Option may be exercised (whether in whole
      or
      in installments), whether stock appreciation rights under Section 7.6 hereof
      shall be granted, the terms and provisions of the respective Option agreements
      (which need not be identical), including such terms and provisions which may
      be
      amended from time to time as shall be required, in the judgment of the Board
      or
      the Committee, to conform to any change in any law or regulation applicable
      hereto, and to make all other determinations deemed necessary or advisable
      for
      the administration of the Plan. The interpretation and construction of any
      provision of the Plan by the Board or the Committee (unless otherwise determined
      by the Board) shall be final, conclusive and binding upon all persons. Directors
      who are not also employees of the Company or anyof its subsidiaries may only
      participate in this Plan to the extent specified in Section 2.5.




2




**Section
      2.5** Directors of the Company who are not also employees of the Company shall
      participate in the Plan to the extent that they shall be granted Incentive
      Options on a Board, pursuant to the provisions of the Company’s By-Laws
      providing for such election, each non-employee director shall receive an
      Incentive Option to purchase ten thousand (10,000) shares of the Company’s
      common stock at an exercise price equal to the fair market value per share
      of
      such common stock on that date. Each such Option granted pursuant to the formula
      discussed herein shall be vest and become exercisable one year from the date
      of
      the grant thereof and shall expire ten years from the date of the grant thereof
      unless sooner terminated under the terms of the Plan. Each such Option shall
      be
      subject to the restrictions upon transfer, limitations on exercise and
      restrictions upon transfer of the Common Stock to be issued upon exercise of
      the
      Option as are set forth elsewhere herein or which are imposed by applicable
      law,
      including without limitation applicable federal and state securities laws.
      Except as otherwise provided in this paragraph, all Incentive Options issued
      pursuant to this paragraph shall be subject to the terms and conditions of
      the
      Plan; to the extent such terms and conditions are inconsistent with this
      paragraph, this paragraph shall control. To the extent required pursuant to
      Rule
      16b-3, as such rule relates to formula awards and as such rule may be amended
      from time to time, this paragraph shall not be amended more than once every
      six
      months over than to comport with changes in the Code, the Employee Retirement
      Income Security Act or the rules thereunder.




**Section
      2.6** No
      member
      of the Board or the Committee shall be liable for any action or determination
      made in good faith with respect to the Plan or any Option granted under it.
      A
      member of the Board or the Committee shall be indemnified by the Company,
      pursuant to the Company’s By-Laws, for any expenses, judgments or other costs
      incurred as a result of a lawsuit filed against such member claiming any rights
      or remedies due to such member’s participation in the administration of the
      Plan.




**ARTICLE
      III**


**TOTAL
      NUMBER OF SHARES TO BE OPTIONED**




**Section
      3.1** There
      shall be reserved for issuance or transfer upon exercise of Options to be
      granted from time to time under this Plan an aggregate of 2,000,000 shares
      of
      common stock of the Company (subject to adjustment as provided in Article VIII
      hereof). The shares sold under the Plan may be either issued shares reacquired
      by the Company at any time or authorized buy unissued shares, as the Board
      from
      time to time may determine.




**Section
      3.2** In the
      event that any outstanding Options under the Plan for any reason expire or
      are
      terminated without having been exercised in full or shares of common stock
      subject to Options are surrendered in whole or in part pursuant to stock
      appreciation rights granted under Section 7.6 hereof (except to the extent
      that
      shares of common stock are paid to the holder of the Option upon such surrender)
      the unpurchased shares subject to such Option and any such surrendered shares
      may again be available for transfer under the Plan.




3




**Section
      3.3** No
      Options shall be granted pursuant to this Plan to any optionee after the tenth
      anniversary of the earlier of the date that this Plan is adopted by the Board
      or
      the date that this Plan is approved by the shareholders.




**ARTICLE
      IV**


**ELIGIBILITY**




**Section
      4.1** Subject
      to Section 2.5, Non-Qualified Options may be granted pursuant to this Plan
      only
      to officers, directors, employees and consultants of the Company or any of
      its
      subsidiaries selected by the Board or the Committee, and Incentive Options
      may
      be granted pursuant to this Plan only to officers, directors who are also
      employees and employees of the Company or any of it subsidiaries selected by
      the
      Committee. Persons granted Options pursuant to this Plan are hereinafter
      referred to as “Optionees”. For purposes of determining who is an employee with
      respect to eligibility for Incentive Options, Section 422 shall govern. The
      Board or the Committee may determine in its sole discretion that any person
      who
      would otherwise be eligible to be granted Options shall, nonetheless, be
      ineligible to receive any award under the Plan.




**Section
      4.2** Except
      as otherwise provided in Section 2.5, the Board or the Committee will, in its
      discretion, determine the persons to be granted Options, the time or times
      at
      which Options shall be granted, the number of shares subject to each Option,
      the
      terms of a vesting or forfeiture schedule, if any, the type of Option issued,
      the period during which they may be exercised, the manner in which Options
      may
      be exercised and all other terms and conditions of the Options; provided,
      however, no Option will be granted which has terms or conditions inconsistent
      with those stated in Articles v and vi hereof. Relevant factors in making such
      determinations may include the value of the services rendered by the respective
      Optionee, his present and potential contributions to the Company, and such
      factors which are deemed relevant in accomplishing the purpose of the Plan.




**Section
      4.3** No
      Options may be granted to any member of the Committee, or if this Plan is
      administered by the Board rather than the Committee, no Options may be granted
      to any director (other than pursuant to non-discretionary formulas meeting
      the
      conditions in Rule 16b-3(c)(2)(ii), including the formula set forth in Section
      2.5 hereof) if such director or Committee member has, during the one year prior
      to such person’s service as an administrator of this Plan or during such
      service, received any Options or equity securities pursuant to any plan of
      the
      Company or any of its affiliates (other than pursuant to formulas in Section
      2.5
      of this Plan or otherwise in a manner described in Rule 16b-3 (c)(2)(i), as
      such
      rule may be amended from time to time). No Option may be granted pursuant to
      this Plan after the registration of the securities of the Company pursuant
      to
      Section 12 of the Exchange Act unless the Plan is administered by the Board
      consisting of “disinterested persons” or by the Committee thereof consisting of
      two or more “disinterested persons” as defined in Rule 16b-3(c).




4




**ARTICLE
      V**


**TERMS
      AND CONDITIONS OF OPTIONS**




**Section
      5.1** Each
      Option granted under the Plan shall be evidenced by a Stock Option Certificate
      and Agreement in a form not inconsistent with the Plan, provided that the
      following terms and conditions shall apply:




(a)
      The
      price at which each share of common stock covered by an Option may be purchased
      shall be set forth in the Stock Option Certificate and Agreement and shall
      be
      determined by the Board or the Committee or such applicable formula as may
      be
      set forth herein or therein, provided that the Option price for any Incentive
      Option shall not be less than the “fair market value” of the common stock at the
      time of grant.





(b)
      The
“fair market value” shall be determined by the Board or the Committee, which
      determination shall be binding upon the Company and its officers, directors,
      employees and consultants. The determination of the fair market value shall
      be
      based upon the following: (i) if the common stock is not listed and traded
      upon
      a recognized securities exchange and there is no report of stock prices with
      respect to the common stock published by a recognized stock quotation service,
      on the basis of the recent purchases and sales of the common stock in
      arms-length transactions; or (ii) if the common stock is not then listed and
      traded upon a recognized securities exchange or quoted on the NASDAQ National
      Market System, and there are reports of stock prices by a recognized quotation
      services, upon the basis of the mean between the closing bid and asked
      quotations for such stock on the date of grant as reported by a recognized
      stock
      quotation service, or, if there are no bid or asked quotations on that day,
      then
      upon the basis of the mean between the bid and asked quotations for such stock
      on the date nearest preceding that day; or (iii) if the common stock shall
      then
      be listed and traded upon a recognized securities exchange or quoted on the
      NASDAQ National Market System, upon the basis of the mean between the highest
      and lowest selling prices at which shares of the common stock were traded on
      such recognized securities exchange on that date or, if the common stock was
      not
      traded on such date, upon the basis of the mean of such prices on the date
      nearest preceding that date. The Board or the Committee shall also consider
      such
      other factors relating to the fair market value of the common stock as it shall
      deem appropriate.




(c)
      For
      the purpose of determining whether an Optionee owns more than 10% of the voting
      power of all classes of stock of the Company, an Optionee is considered to
      own
      those shares which are owned directly or indirectly through brothers and sisters
      (including half-blooded siblings), spouse, ancestors and lineal descendants;
      and
      proportionately as a shareholder of a corporation, a partner of a partnership,
      and/or a beneficiary of a trust or an estate that owns shares of the
      Company.




5







(d)
      Notwithstanding any other provision of this Plan, in accordance with the
      provisions of Section 422(d) of the Code, to the extent that the aggregate
      fair
      market value (determined at the time the Option is granted) of the stock of
      the
      Company with respect to which Incentive Options (without reference to this
      provision) are exercisable for the first time by any individual in any calendar
      year under any and all stock option plans of the Company, its subsidiary
      corporations and its parent (if any) exceeds $100,000, such Options shall be
      treated as Non-Qualified Options.




(e)
      An
      Optionee may, in the Board or the Committee’s discretion or pursuant to the
      formula set forth herein or referenced herein, be granted more than one
      Incentive Option or Non-Qualified Option during the duration of this Plan,
      and
      may be issued a combination of Non-Qualified Options and Incentive Options;
      provided that non-employees are not eligible to receive Incentive Options and
      non-employee directors may only receive Options in accordance with Section
      2.5
      hereof.




(f)
      Except as set forth in Section 2.5, the duration of any Option and any right
      related to the Option shall be within the sole discretion of the Board or the
      Committee; provided, however, that any Incentive Option granted to a 10% or
      less
      shareholder or any Non-Qualified Option shall, by its terms, be exercised within
      ten years after the date the Option is granted and any Incentive Option granted
      to a greater than 10% shareholder shall, by its terms, be exercised within
      five
      years after the date the Option is granted.




(g)
      Any
      Option and any right related thereto shall not be transferable by the Optionee
      other than by will, or by the laws of descent and distribution. An Option may
      be
      exercised during the Optionee’s lifetime only by the Optionee.




(h)
      At
      least six months shall elapse from the date on which an Option is granted to
      a
      director, officer or beneficial owner of more than 10% of the outstanding common
      stock under this Plan by the Board (or the Committee) to the date on which
      any
      share of common stock underlying such Option is sold or any Right associated
      with such Option is exercised, unless the Board or the Committee otherwise
      consents in writing.




**ARTICLE
      VI**


**EMPLOYMENT
      OR SERVICE OF OPTIONEE**




**Section
      6.1** If the
      employment or service of an Optionee is terminated for cause, the Option rights
      of such Optionee, both accrued and future, under any then outstanding
      Non-Qualified or Incentive Option shall terminate immediately. However, under
      no
      circumstances will the termination of the service of a non-employee director
      result in the termination under this Section 6.1 of any Option issued pursuant
      to Section 2.5. Unless the Board or the Committee determines to define “cause”
differently and such definition is set forth in the Stock Option Certificate,
      “cause” shall mean disloyalty, dishonesty, theft, embezzlement, unauthorized
      disclosure of patents, processes or trade secrets of the Company, individually
      or as an employee, partner, associate, officer or director of any organization.
      The determination of the existence and the proof of “cause” shall be made by the
      Board or the Committee and, subject to the review of any determination made
      by
      the Committee by the Board, such determination shall be binding on the Optionee
      and the Company.




6




**Section
      6.2** If the
      employment or service of the Optionee is terminated by either the Optionee
      or
      the Company for any reason other than for cause, death, or for disability,
      as
      defined in Section 22(e)(3) of the Code, the Option rights of such Optionee
      under any then outstanding Non-Qualified or Incentive Option shall, subject
      to
      the provisions of Section 5.1(h) hereof, be exercisable by such Optionee at
      any
      time prior to the expiration of the Option or within three months after the
      date
      of such termination, whichever period of time is shorter, but only to the extent
      of the accrued right to exercise the Option at the date of such termination.




**Section
      6.3** In the
      case of an Optionee who becomes disabled, as defined by Section 22(e)(3) of
      the
      Code, the Option rights of such Optionee under any then outstanding
      Non-Qualified or Incentive Option shall, subject to the provisions of Section
      5.1(h) hereof, be exercisable by such Optionee at any time prior to the
      expiration of the Option or within one year after the date of termination of
      employment or service due to disability, whichever period of time is shorter,
      but only to the extent of the accrued right to exercise the Option at the date
      of such termination.




**Section
      6.4** In the
      event of the death of an Optionee, the Option rights of such Optionee under
      any
      then outstanding Non-Qualified or Incentive Option shall be exercisable by
      the
      person or persons to whom these rights pass by will or by the laws of descent
      and distribution, at any time prior to the expiration of the Option or within
      three years after the date of death, whichever period of time is shorter, but
      only to the extent of the accrued right to exercise the Option at the date
      of
      death. If a person or estate acquires the right to exercise a Non-Qualified
      or
      Incentive Option by bequest or inheritance, the Committee may require reasonable
      evidence as to the ownership of such Option, and may require such consents
      and
      releases of taxing authorities as the Committee may deem advisable.




**Section
      6.5** In
      addition to the requirements set forth in the Plan, with the exception of any
      Options issued pursuant to Section 2.5 hereof, the Committee or the Board may
      set such other targets, restrictions or other terms relating to the employment
      or service of the Optionee, including but not limited to a requirement that
      an
      employee must be continuously employed by the Company for such period of time
      as
      the Board or Committee, in its discretion, deems advisable before the right
      to
      exercise any portion of an Option granted to such employee will accrue, which
      targets, restrictions, or terms must be fulfilled or complied with, as the
      case
      may be, prior to the exercise of any portion of an Option granted to any
      Optionee.




**Section
      6.6** Options
      granted under the Plan shall not be affected by any change of duties or
      position, so long as the Optionee continues in the service of the Company.




**Section
      6.7** Nothing
      contained in the Plan, or in any Option granted pursuant to the Plan, shall
      confer upon any Optionee any right with respect to continuance of employment
      or
      service by the Company nor interfere in any way with the right of the Company
      to
      terminate the Optionee’s employment or service or change the Optionee’s
      compensation at any time.




7




**ARTICLE
      VII**


**PURCHASE
      OF SHARES**




**Section
      7.1** Except
      as provided in this Article VII, an Option shall be exercised by tender to
      the
      Company of the total exercise price of the shares with respect to which the
      Option is exercised and written notice of the exercise. The right to purchase
      shares shall be cumulative so that, once the right to purchase any shares has
      accrued, such shares or any part thereof may be purchased at any time thereafter
      until the expiration or termination of the Option. A partial exercise of an
      Option shall not affect the right of the Optionee to exercise the Option from
      time to time, in accordance with the Plan, as to the remaining number of shares
      subject to the Option. The purchase price of the shares shall be in United
      States dollars, payable in cash or by certified bank check. Notwithstanding
      the
      foregoing, in lieu of cash, a non-director Optionee may, with the approval
      of
      the Board or the Committee, exercise his Option by tendering to the Company
      shares of the common stock of the Company owned by him and having an aggregate
      fair market value at least equal to the total exercise price. The fair market
      value of any shares of common stock so surrendered shall be determined by the
      Board or the Committee in accordance with Section 5.1(b) hereof.




**Section
      7.2** Except
      as provided in Article VI, an Option may not be exercised unless the holder
      thereof is an officer, director, employee or consultant of the Company at the
      time of exercise.




**Section
      7.3** No
      Optionee, or optionee’s executor, administrator, legatee, distributee or other
      permitted transferee, shall be deemed to be a holder of any shares subject
      to an
      Option for any purpose whatsoever unless and until a stock certificate or
      certificates for such are issued to such person(s) under the terms of the Plan.
      No adjustment shall be made for dividends (ordinary or extraordinary, whether
      in
      cash, securities or other property) or distributions or other rights for which
      the record date is prior to the date such stock certificate is issued, except
      as
      provided in Article VIII hereof.




**Section
      7.4** If (i)
      the listing, registration or qualification of the Options issued hereunder,
      or
      of any securities that may be purchased upon exercise of such Options (the
      “Subject Securities”) upon any securities exchange or quotation system, or under
      federal or state law is necessary as a condition of or in connection with the
      issuance or exercise of the Options, or (ii) the consent or approval of any
      governmental regulatory body is necessary as a condition of or in connection
      with the issuance or exercise of the Options, the Company shall not be obligated
      to deliver the certificates representing the Subject Securities or to accept
      or
      to recognize an Option exercise unless and until such listing, registration,
      qualification, consent or approval shall have been effected or obtained. The
      Company will take reasonable action to so list, register, or qualify the Options
      and the Subject Securities, or effect or obtain such consent or approval, so
      as
      to allow for their issuance.




8




**Section
      7.5** An
      Optionee may be required to represent to the Company as a condition of his
      exercise of Options issued under this Plan: (i) that the Subject Securities
      acquired upon Option exercise are being acquired by him for investment and
      not
      with a view to distribution or resale, unless counsel for the Company is then
      of
      the view that such a representation is not necessary and is not required under
      the Securities Act of 1933, as amended, or any other applicable statute law,
      regulation or rule; and (ii) that the Optionee shall make no exercise or
      disposition of an Option or of the Subject Securities in contravention of the
      Exchange Act or the rules and regulations thereunder. Optioness may also be
      required to provide (as a condition precedent to exercise of an Option) such
      documentation as may be reasonably requested by the Company to assure compliance
      with applicable law and the terms and conditions of the Plan and the subject
      Option.




**Section
      7.6** The
      Board or the Committee may, in its discretion, grant in connection with any
      Option, at any time prior to the exercise thereof, the Right to surrender all
      or
      part of the Option to the extent that such Option is exercisable and receive
      in
      exchange an amount (payable in cash, shares of the Company’s stock valued at the
      then fair market value, or a combination thereof as determined by the Board
      or
      the Committee) equal to the difference between the then fair market value of
      the
      shares issuable upon the exercise of the Option or portions thereof surrendered
      and the Option price payable upon the exercise of the Option or portions thereof
      surrendered (the “Spread”). Such Rights may be included in an Option only under
      the following conditions: (a) the Rights will expire no later than the
      expiration of the underlying Option; (b) the Rights may be for no more than
      100%
      of the Spread; (c) the Rights are transferable only when the underlying Option
      is transferable, and under the same conditions; (d) the Rights may be exercised
      only when the underlying Option is eligible to be exercised; and (e) the Rights
      may be exercised only when the Spread is positive, i.e., when the market price
      of the stock subject to the Option exceeds the exercise price of the Option.




**Section
      7.7** An
      Option may also be exercised by tender to the Company of a written notice of
      exercise together with advice of the delivery of an order to a broker to sell
      part or all of the shares of common stock subject to such exercise notice and
      an
      irrevocable order to such broker to deliver to the Company (or its transfer
      agent) sufficient proceeds from the sale of such shares to pay the exercise
      price and any withholding taxes. All documentation and procedures to be followed
      in connection with such a “cashless exercise” shall be approved in advance by
      the Company.




**ARTICLE
      VIII**


**CHANGE
      IN NUMBER OF OUTSTANDING SHARES OF STOCK,**


**ADJUSTMENTS,
      REORGANIZATIONS, ETC.**




**Section
      8.1** In the
      event that the outstanding shares of common stock of the Company are hereafter
      increased or decreased or changed into or exchanged for a different number
      of
      shares or kind of shares or other securities of the Company or of another
      corporation by reason of reorganization, merger, consolidation,
      recapitalization, reclassification, stock split, combination of shares, or
      a
      dividend payable in capital stock, appropriate adjustment may be made by the
      Board or the Committee in the number and kind of shares for the purchase of
      which Options may be granted under the Plan, including the maximum number that
      may be granted to any one person. In addition, the Board or the Committee may
      make appropriate adjustments in the number and kind of shares as to which
      outstanding Options, or portions thereof then unexercised, shall be exercisable,
      to the end that the Optionee’s proportionate interest shall be maintained as
      before the occurrence to the unexercised portion of the Option and with a
      corresponding adjustment in the Option price per share. Any such adjustment
      made
      by the Board or the Committee shall be conclusive.




9




**Section
      8.2** The
      grant of an Option pursuant to the Plan shall not affect in any way the right
      or
      power of the Company to make adjustments, reclassifications, reorganizations,
      or
      changes of its capital or business structure or to merge or to consolidate
      or to
      dissolve, liquidate or sell, or transfer all or any part of its business or
      assets.




**Section
      8.3** Upon the
      dissolution or liquidation of the Company, or upon a reorganization, merger
      or
      consolidation of the Company as a result of which the outstanding securities
      of
      the class then subject to Options hereunder are changed into or exchanged for
      cash or property or securities not of the Company’s issue, or upon a sale of
      substantially all the property of the Company to an association, person, party,
      corporation, partnership, or control group as that term is construed for
      purposes of the Exchange Act, the Plan shall terminate, and all Options
      theretofore granted hereunder shall terminate, unless provision be made in
      writing in connection with such transaction for the continuance of the Plan
      and/or for the assumption of Options theretofore granted, or the substitution
      for such Options of Options covering the stock of a successor employer
      corporation, or a parent or a subsidiary thereof, with appropriate adjustments
      as to the number and kind of shares and prices, in which event the Plan and
      Options theretofore granted shall continue in the manner and under the terms
      so
      provided. If the Plan and unexercised Options shall terminate pursuant to the
      foregoing sentence, all persons owning any unexercised portions of Options
      then
      outstanding shall have the right, at such time prior to the consummation of
      the
      transaction causing such termination as the Company shall designate, to exercise
      the unexercised portions of their Options, including the portions thereof which
      would, but for this Section 8.3 not yet be exercisable.




**ARTICLE
      IX**


**DURATION,
      AMENDMENT AND TERMINATION**




**Section
      9.1** The
      Board may at any time terminate the Plan or make such amendments thereto as
      it
      shall deem advisable and in the best interests of the Company, without action
      on
      the part of the stockholders of the Company unless such approval is required
      pursuant to Section 422 or the regulations thereunder or Rule 16b-3; provided,
      however, that no such termination or amendment shall, without the consent of
      the
      individual to whom any Option shall theretofore have been granted, affect or
      impair the rights of such individual under such Option, and provided further,
      that, unless the holders of a majority of all classes of the Company’s
      outstanding voting stock entitled to vote thereon shall have first approved
      thereof, no amendment of this Plan shall be made whereby (a) the total number
      of
      shares which may be Optioned under the Plan to all individuals, or any of them,
      shall be increased, except by operation of the adjustment provisions of Article
      VIII hereof, (b) the authority to administer the Plan by the Board or the
      Committee shall be withdrawn, (c) the maximum term of the Options shall be
      extended, (d) the minimum Option price of Incentive Options shall be decreased,
      (e) the price to Optionees to whom Options have been granted shall be changed,
      or (f) the class of individuals eligible to participate in the Plain is
      modified. Pursuant to §422(b)(2) of the Code, no Incentive Option may be granted
      pursuant to this Plan more than 10 years from the date the Plan is adopted
      or
      the date the Plan is approved by the stockholders of the Company, whichever
      is
      earlier.




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**ARTICLE
      X**


**RESTRICTIONS**




**Section
      10.1** Any
      shares issued pursuant to the Plan shall be subject to such restrictions on
      transfer and limitations as shall, in the opinion of the Board or the Committee,
      be necessary or advisable to assure compliance with the laws, rules and
      regulations of the United States government or any state or jurisdiction
      thereof. In addition, except for those Non-Qualified Options issued pursuant
      to
      Section 2.5, the Board or the Committee may in any Stock Option Certificate
      and
      Agreement impose such other restrictions upon the exercise of an Option or
      upon
      the sale or other disposition of the shares of common stock deliverable upon
      exercise thereof as the Board or the Committee may, in its sole discretion,
      determine, including but not limited to provisions which allow the Company
      to
      reacquire such shares at their original purchase price if the Optionee’s
      employment terminates within a stated period after the acquisition of such
      shares. By accepting an award pursuant to the Plan each Optionee shall thereby
      agree to any such restrictions.




**Section
      10.2** Any
      certificate issued to evidence shares issued pursuant to an Option shall bear
      such legends and statements as the Board or counsel to the Company shall deem
      advisable to assure compliance with the laws, rules and regulations of the
      United States government or any state or jurisdiction thereof. No shares will
      be
      delivered under the Plan until the Company has obtained such consents or
      approvals from such regulatory bodies of the United States government or any
      state or jurisdiction thereof as the Board or counsel to the Company deems
      necessary or advisable.




**ARTICLE
      XI**


**FINANCIAL
      ASSISTANCE**




**Section
      11.1** The
      Company is vested with authority under this Plan to assist any employee to
      whom
      an Option is granted hereunder (including any director or officer of the Company
      or any of its subsidiaries who is also an employee) in the payment of the
      purchase price payable on exercise of that Option, by lending the amount of
      such
      purchase price to such employee on such terms and at such rates of interest
      and
      upon such security (or unsecured) as shall have been authorized by or under
      authority of the Board. Any such assistance shall comply with the requirements
      of Regulation G promulgated by the Board of the Federal Reserve System, as
      amended from time to time, and any other applicable law, rule or regulation.




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**ARTICLE
      XII**


**APPLICATION
      OF FUNDS**




**Section
      12.1** The
      proceeds received by the Company from the sale of stock pursuant to the Plan
      are
      to be added to the general funds of the Company and used for its corporate
      purposes as determined by the Board.




**ARTICLE
      XIII**


**EFFECTIVENESS
      OF PLAN**




**Section
      13.1** This
      Plan shall become effective upon adoption by the Board, and Options may be
      issued hereunder from and after that date subject to the provisions of Section
      3.3. This Plan must be approved by the Company’s stockholders in accordance with
      the applicable provisions (relating to the issuance of stock or Options) of
      the
      Company’s governing documents and state law or, if no such approval is
      prescribed therein, by the affirmative vote of the holders representing a
      majority of all the Company’s outstanding voting stock is present and voting (in
      person or by proxy) or, without regard to any required time period for approval,
      by any other method permitted by Section 422 and the regulations thereunder.
      If
      such shareholder approval is not obtained within one year of the adoption of
      the
      Plan by the Board or within such other time period required under Section 422
      and the regulations thereunder, this Plan shall remain in force, provided
      however, that all Options issued and issuable hereunder shall automatically
      be
      deemed to be Non-Qualified Options.




****





IN
      WITNESS WHEREOF, pursuant to the adoption of this Plan by the Board of Directors
      of the Company, this Plan is hereby executed and adopted this 20th day of
      December, 2005.




Sea Sun Capital CorporationBy:
            /s/ Graham MillingtonGraham
                Millington, President




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