**EX10.1**

**LEOPARD CAPITAL, INC.**

**2002 STOCK INCENTIVE PLAN**

 

ARTICLE IPURPOSE AND ADOPTION OF THE PLAN 

          1.1.  Purpose.  The purpose of the Leopard Capital, Inc. 2002 StockIncentive Plan (hereinafter referred to as the "Plan") is to assist inattracting, retaining and compensating highly competent key employees,non-employee directors and consultants ("employee(s)") and to act as anincentive in motivating selected key employees, non-employee directors andconsultants of Leopard Capital, Inc. to achieve long-term corporateobjectives, by awarding certain options ("Stock Options") to purchase theCompany's common stock, $0.001 par value ("Common Stock"), and to receivegrants of Common Stock subject to certain restrictions ("Awards"). It is expressly understood that consultants eligible to participate in this Planshall specifically exclude individuals whose services are provided in connectionwith the offer or sale of securities in a capital-raising transaction and shallalso exclude individuals whose services are provided, either directly orindirectly, to promote or maintain a market for the Company's securities.

          1.2.  Adoption and Term.  Subject to approval by the Company's Board ofDirectors and shareholders, the Plan shall become effective as of November 21,2002 (the "Effective Date") and shall remain in effect until terminated byaction of the Board.

 

ARTICLE IISHARES 

          2.1.  Number of Shares Issuable.  The total number of shares initiallyauthorized to be issued under the Plan shall be 825,000 shares of common stockof the Company, par value $0.001 per share ("Common Stock"). 

          2.2.  Reissuance of Common Stock/Stock Options.  If shares of Common Stockawarded or issued under the Plan are reacquired by the Company due to aforfeiture or for any other reason, such shares shall be cancelled andthereafter shall again be available for purposes of the Plan.  If a Stock Optionexpires, terminates or is cancelled for any reason without having been exercisedin full, the shares of Common Stock not purchased thereunder shall again beavailable for purposes of the Plan.

 

ARTICLE IIIPARTICIPATION 

          Participants in the Plan shall be such key employees, consultants, andnon-employee directors of the Company as the Committee (as hereinafter defined),in its sole discretion, may designate from time to time (the "Participants").  The Committee's issuance of Common Stock or Stock Options to a participant inany year shall not require the Board to designate such person to receive CommonStock or Stock Options in any other year.  The Committee shall consider suchfactors as it deems pertinent in selecting participants and in determining theamount of Common Stock or Stock Options to be issued.  Awards or Stock Optionsmay be granted under the Plan to those Employees of the Company as the Committeemay from time to time select, including any Employee of an entity acquired by ormerged into the Company pursuant to the assumption, replacement or substitutionof awards previously issued by such entity.  In no event may an Award or StockOption be granted under the Plan to any person who is not an Employee, except incircumstances involving the grant of an Award made in tandem with or replacementof an earlier Award made under the Plan to a former Employee.

 

ARTICLE IVADMINISTRATION 

          4.1.  This Plan shall be administered by the Compensation Committee of theBoard of Directors (the "Committee").  Except for the terms and conditionsexplicitly set forth in this Plan, the Committee shall have the authority, inits discretion, to determine all matters relating to the options to be grantedunder this Plan, including selection of the individuals to be granted Awards orStock options, the number of shares to be subject to each grant, the date ofgrant, the termination of the stock options or Awards, the stock option term,vesting schedules, and all other terms and conditions thereof.  Such authorityshall also include the authority in the event of a spin-off or other corporatetransaction to permit substitution of an Award or stock options granted underthe Plan with an award from another company or an award denominated in otherthan shares of Common Stock.  Grants under this Plan to employees need not beidentical in any respect, even when made simultaneously. 

          4.2.  Stock Options shall be evidenced by written agreements ("AwardAgreements") which shall contain such terms and conditions as may be determinedby the Committee.  Each agreement shall be signed on behalf of the Company by anofficer or officers delegated such authority by the Committee using eithermanual or facsimile signature. 

          4.3.  All decisions made by the Committee pursuant to the provisions of thisPlan and all determinations and selections made by the Committee pursuant tosuch provisions and related orders or resolutions of the Board of Directorsshall be final and conclusive.  The Committee shall not have the right to canceloutstanding stock options or stock appreciation rights for the purpose ofreplacing or regranting such options or rights with a purchase price that isless than the purchase price of the original stock option or right. 

          4.4.  Limitation of Liability.  No member of the Committee shall be liable forany action, failure to act, determination or interpretation made in good faithwith respect to this Plan or any transaction hereunder, except for liabilityarising from his or her own willful misfeasance, gross negligence or recklessdisregard of his or her duties.  The Company shall indemnify each member of theCommittee for all costs and expenses and, to the extent permitted by applicablelaw, any liability incurred in connection with defending against, responding to,negotiation for the settlement of or otherwise dealing with any claim, cause ofaction or dispute of any kind arising in connection with any actions inadministering this Plan or in authorizing or denying authorization to anytransaction hereunder. 

          4.5.  All or part of any Award shall be subject to conditions and restrictionsestablished by the Committee and set forth in the Award Agreement, which mayinclude, but not be limited to, continuous service with the Company and/or theachievement of Performance Goals over a specified Performance Period.  TheCommittee may select one criterion or multiple criteria for measuringperformance, and the measurement may be based on total Company or business unitperformance or based on comparative performance with other companies. 

          4.6.  The Committee also may require or permit participants to elect to deferthe delivery of stock options or the settlement of Awards in cash under suchrules and procedures as it may establish under the Plan.  It also may providethat deferred settlements include the payment or crediting of interest on thedeferral amounts, or the payment or crediting of dividend equivalents where thedeferral amounts are denominated in share equivalents.  In addition, theCommittee may stipulate in an Award Agreement, either at the time of grant or bysubsequent amendment, that a payment or portion of a payment of an Award bedelayed in the event that Section 162(m) of the Code (or any successor orsimilar provision of the Code affecting tax deductibility) would operate todisallow a tax deduction by the Company for all or a portion of such payment.  The period of any such delay in payment shall be until the payment or portionthereof, is tax deductible, or such earlier date as the Committee shalldetermine.

 

ARTICLE VSHARES SUBJECT TO THE PLAN 

          5.1.  The stock to be offered under the Plan shall be shares of the Company'sauthorized Common Stock and may be unissued shares or shares now held orsubsequently acquired by the Company as treasury shares, as the Board ofDirectors may from time to time determine.  Subject to adjustment as provided in Article XIV hereof, the aggregate number of shares to be delivered under thisPlan shall not exceed 825,000.

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If an option expires, is surrendered in exchange for another option, orterminates for any reason during the term of this Plan prior to its exercise infull, the shares subject to but not delivered under such option shall beavailable for options thereafter granted and for replacement options which maybe granted in exchange for such surrendered or terminated options. 

          5.2.  Any shares of common stock delivered upon exercise of a stock option maybe unissued shares or treasury shares, as the Board of Directors may from timeto time determine, and shall be charged against the aggregate number of sharesof stock available for purposes of this Plan.

 

ARTICLE VIPROVISIONS RELATING TO COMMON STOCK AWARDS 

          6.1.  Grant of Awards.  Subject to the provisions of the Plan, the Committeeshall have full and complete authority, in its discretion, but subject to theexpress provisions of this Plan, to (i) grant Awards pursuant to the Plan, (ii)determine the number of shares of Common Stock subject to each Award ("AwardShares"), (iii) determine the terms and conditions (which need not be identical)of each Award, including the consideration (if any) to be paid by the Employeefor such Common Stock, which may, in the Board's or Committee's discretion,consist of the delivery of the Employee's promissory note meeting therequirements of paragraph 6.4.1, (iv) establish and modify performance criteriafor Awards, and (v) make all of the determinations necessary or advisable withrespect to Awards under the Plan.  Each award under the Plan shall consist of agrant of shares of Common Stock subject to a restriction period (after which therestrictions shall lapse), which shall be a period commencing on the date theaward is granted and ending on such date as the Board or Committee shalldetermine ("Restriction Period").  The Board or Committee may provide for thelapse of restrictions in installments, for acceleration of the lapse ofrestrictions upon the satisfaction of such performance, or other criteria orupon the occurrence of such events as the Board or Committee shall determine,and for the early expiration of the Restriction Period upon an Employee's death,Disability or Retirement, or following a Change of Control, upon termination ofan Employee's employment by the Company without "Cause" or by the Employee for"Good Reason". 

In addition to the above, any person who receives Award Shares may only sellshares of Common Stock pursuant to the volume and certain other limitations ofRule 144 under the Securities Act of 1933, as amended (the "Securities Act"),for a period of one (1) year or by complying with the registration requirementsof the Securities Act; non-affiliates shall not be subject to such limitationsafter holding the Common Stock for a period of two years.  The volume, manner ofsale and notice provisions of Rule 144 are applicable to any resale of CommonStock.  In addition, Section 16 of the Exchange Act may limit an affiliate'sright to resell shares or impose reporting obligations upon any such resale.  Allsuch persons should consult the Company's counsel concerning their status asaffiliates and the applicability of Rule 144 and Section 16 before selling anyCompany Common Stock. 

          6.2.  Incentive Agreements.  Each Award granted under the Plan shall beevidenced by a written agreement (an "Incentive Agreement") in a form approvedby the Board or Committee and executed by the Company and the Employee to whomthe Award is granted.  Each Incentive Agreement shall be subject to the terms andconditions of the Plan and other such terms and conditions as the Board orCommittee may specify. 

          6.3.  Waiver of Restrictions.  The Board or Committee may modify or amend anyAward under the Plan or waive any restrictions or conditions applicable to suchAwards; provided, however, that the Board or Committee may not undertake anysuch modifications, amendments or waivers if the effect thereof materiallyincreases the benefits to any Employee, or adversely affects the rights of anyEmployee without his or her consent. 

          6.4.  Terms and Conditions of Awards. 

          6.4.1.  Upon receipt of an Award of shares of Common Stock under the Plan, evenduring the Restriction Period, an Employee shall be the holder of record of theshares and shall have all the rights of a shareholder with respect to suchshares, subject to the terms and conditions of the Plan and the Award. 

          6.4.2.  Except as otherwise provided in this paragraph 6.4, no shares of CommonStock received pursuant to the Plan shall be sold, exchanged, transferred,pledged, hypothecated or otherwise disposed of during the Restriction Periodapplicable to such shares.  Any purported disposition of such Common Stock inviolation of this paragraph 6.4.2 shall be null and void. 

          6.4.3.  If an Employee's employment with the Company terminates prior to theexpiration of the Restriction Period for an Award, subject to any provisions ofthe Award with respect to the Employee's death, Disability or Retirement, orChange of Control, all shares of Common Stock subject to the Award shall beimmediately forfeited by the Employee and reacquired by the Company, and theEmployee shall have no further rights with respect to the Award.  In thediscretion of the Board or Committee, an Incentive Agreement may provide that,upon the forfeiture by an Employee of Award Shares, the Company shall repay tothe Employee the consideration (if any) which the Employee paid for the AwardShares on the grant of the Award.  In the discretion of the Board or Committee,an Incentive Agreement may also provide that such repayment shall include aninterest factor on such consideration from the date of the grant of the Award tothe date of such repayment. 

          6.4.4.  The Board or Committee may require under such terms and conditions asit deems appropriate or desirable that (i) the certificates for Common Stockdelivered under the Plan are to be held in custody by the Company or a person orinstitution designated by the Company until the Restriction Period expires, (ii)such certificates shall bear a legend referring to the restrictions on theCommon Stock pursuant to the Plan, and (iii) the Employee shall have deliveredto the Company a stock power endorsed in blank relating to the Common Stock.

 

ARTICLE VIITERMS OF OPTION 

          7.1.  Option Term.  The term during which options may be granted under this Planshall expire as set in the discretion of the Committee, and the option periodduring which each option may be exercised shall, subject to the provisions ofSection 13 hereof, be such period as determined by the Committee. 

          7.2.  Option Price.  Except as set forth in section 7 herein, the price at whichshares may be purchased upon exercise of a particular option shall be suchprice, as may be fixed by the Committee. 

          7.3.  Stock as Form of Exercise Payment; Cashless Exercise. 

          7.3.1.  An employee who owns shares of Company common stock may use thepreviously acquired shares, value to be determined as the fair market value, asa form of payment to exercise stock options under this Plan.  However, theCommittee, in its discretion, may restrict or rescind this right uponnotification to the employee-participants in this Plan.  An option may beexercised with stock only by delivering whole shares of Company stock having afair market value equal to or less than the exercise price.  If an option isexercised by delivery of stock having a fair market value less then the exerciseprice, the shortfall must be made up in cash. 

          7.3.2.  Payment may also be made by surrendering to the Company a portion of aparticular grant and receiving from the Company in whole shares the differencebetween the total shares of the option grant and the number of whole optionshares surrendered.  The number of whole option shares required to be surrenderedby an optionee shall be the number of whole option shares that is equal to orless than the result of dividing the total exercise price of the options beingexercised by the fair market value of one share of common stock.  If the wholenumber of option shares surrendered is less than the total exercise price of thegrant, the shortfall must be made up in cash. 

          7.3.3.  The delivery of a properly executed notice together with such otherdocumentation as the Committee and the broker, if applicable, shall require toeffect an exercise of an option and delivery to the Company of the sale or loanproceeds required to pay the exercise price. 

          7.3.4.  Any combination of the foregoing methods. 

          7.3.5.  Such other consideration and methods as are permitted by applicablelaws. 

          7.3.6.  If the Fair Market Value of the number of whole shares transferred orthe number of whole option shares surrendered is less than the total exerciseprice of the option, the shortfall must be made up in cash. 

          7.4.  Vesting; Exercise of Options and Rights. 

          7.4.1.  Each option granted shall be exercisable in whole or in part at anytime or from time to time during the option period as the Committee maydetermine, provided that the election to exercise an option shall be made inaccordance with applicable Federal laws and regulations, and further providedthat each option shall contain a provision that will prevent exercise of theoption unless the optionee remains in the employ of the Company or itssubsidiary at least one year after the granting of the option.  However, theCommittee may in its discretion accelerate the vesting schedule of any option atany time. 

          7.4.2.  No option may at any time be exercised with respect to a fractionalshare. 

          7.4.3.  As a condition to the exercise of a Non-Qualified Stock Option,grantees shall make such arrangements as the Committee may require for thesatisfaction of any federal, state, or local withholding tax obligations that myarise in connection with such exercise. 

          7.4.4.  No shares shall be delivered pursuant to the exercise of any option, inwhole or in part, until qualified for delivery under such securities laws andregulations as may be deemed by the Committee to be applicable thereto anduntil, in the case of the exercise of an option, payment in full of the optionprice thereof or stock as a form of payment as provided in Section 10 hereof isreceived by the Company in cash (or check) or stock.  No holder of an option, orhis/her legal representative, legatee, or distributee, shall be or be deemed tobe a holder of any shares subject to such option unless and until he/she hasreceived a certificate or certificates therefor. 

          7.4.5.  Notwithstanding any vesting requirements contained in any Option, alloutstanding Options shall become immediately exercisable (1) following the firstpurchase of Common Stock pursuant to a tender offer or exchange offer (otherthan an offer made by the Company) for all or part of the Common Stock, (2) atsuch time as a third person, including a "group" as defined in Section 13(d) ofthe Securities Exchange Act of 1934, becomes the beneficial owner of shares ofthe Company having 25% or more of the total number of votes that may be cast forthe election of Directors of the Company, (3) on the date on which theshareholders of the Company approve (i) any agreement for a merger orconsolidation in which the Company will not survive as an independent, publiclyowned Company or (ii) any sale, exchange or other disposition of all orsubstantially all of the Company's assets.  The Committee's reasonabledetermination as to whether such an event has occurred shall be final andconclusive. 

          7.4.6.  Notwithstanding any other provisions of this Agreement to the contrary,the right of any Employee to receive any benefits hereunder shall terminate andshall be forever forfeited if such employee's employment with the Company orstatus as an advisor or consultant is terminated because of his/her fraud,embezzlement, dishonesty, or breach of fiduciary duty.  In such an event, allunexercised options shall be deemed null and void.  This Section shall beinapplicable to any such termination of employment or status as an advisor orconsultant occurring after the Plan has been terminated. 

          7.5.  Transferability of Options.  The right of any optionee to exercise anoption granted under the Plan shall, during the lifetime of such optionee, beexercisable only by such optionee or pursuant to a qualified domestic relationsorder as defined by the Internal Revenue Code of 1986, as amended, or Title I ofthe Employee Retirement Income Security Act, or the rules thereunder (a "QDRO")and shall not be assignable or transferable by such optionee other than by willor the laws of descent and distribution or a QDRO.

 

ARTICLE VIIITERMINATION OF RELATIONSHIP 

          The terms and conditions under which a stock option may be exercised afterthe termination of relationship with the Company shall be determined by theCommittee.

 

ARTICLE IXAMENDMENT AND DISCONTINUANCE

          The Board of Directors may amend, suspend, or discontinue this Plan, but maynot, without the approval of the holders of the Company's common stock, make anyamendment thereof which operates: (a) to increase the total number of shareswhich may be granted under this Plan, (b) to extend the terms of this Plan orthe maximum option period provided in this Plan, (c) to materially modify therequirements as to eligibility for participation in this Plan, or (d) tomaterially increase the benefits accruing to Participants under this Plan.  Noamendment to this Plan shall, except with the consent of the Holder of the stockoption or Award, adversely affect rights under a stock option or Awardpreviously granted or issued.

 

ARTICLE XINVESTMENT REPRESENTATION 

          Upon demand by the Company, the Holder of the stock option or Award shalldeliver to the Company a representation in writing that the purchase of allshares with respect to which notice of exercise of the Option has been given byOptionee is being made for investment only and not for resale or with a view todistribution and containing such other representations and provisions withrespect thereto as the Company may require.  Upon such demand, delivery of suchrepresentation promptly and prior to the transfer or delivery of any such sharesand prior to the expiration of the option period, shall be a condition precedentto the right to purchase such shares.

 

ARTICLE XIRIGHTS AS SHAREHOLDER AND EMPLOYEE 

          The Holder of the stock option or Award shall have no rights as a shareholderof the Company with respect to any shares of Common Stock covered by an Optionor Award until the date of the issuance of the stock certificate for suchshares.  Neither the Plan, nor the granting of an option, common stock or otherrights herein, nor any other action taken pursuant to the Plan shall constituteor be evidence of any agreement or understanding, express or implied, that anEmployee has a right to continue as a Employee for any period of time or at anyparticular rate of compensation. 

ARTICLE XIIGOVERNING LAW 

          Stock Options granted or Awards under this Plan shall be construed and shalltake effect in accordance with the laws of the State of Nevada.

 

ARTICLE XIIIOTHER BENEFIT AND COMPENSATION PROGRAMS 

          Unless otherwise specifically determined by the Committee, settlements ofAwards received by Participants under the Plan shall not be deemed a part of aParticipant's regular, recurring compensation for purposes of calculatingpayments or benefits from any Company benefit plan or severance program.  Further, the Company may adopt other compensation programs, plans orarrangements as it deems appropriate or necessary.

 

ARTICLE XIVUNFUNDED PLAN 

          Unless otherwise determined by the Board, the Plan shall be unfunded andshall not create (or be construed to create) a trust or a separate fund orfunds.  The Plan shall not establish any fiduciary relationship between theCompany and any Participant or other person.  To the extent any person holds anyrights by virtue of an Award granted under the Plan, such rights shallconstitute, general unsecured liabilities of the Company and shall not conferupon any Participant any right, title or interest in any assets of the Company.

 

ARTICLE XVREGULATORY APPROVALS 

           The implementation of the Plan, the granting of any Award under the Plan, andthe delivery of shares of Common Stock upon the exercise or settlement of anyAward shall be subject to the Company's procurement of all approvals and permitsrequired by regulatory authorities having jurisdiction over the Plan, the Awardsgranted under it or the shares issued pursuant to it.

 

ARTICLE XVIFUTURE RIGHTS; NO PRIOR RIGHT OF AWARD 

          16.1.  Future Rights.  No person shall have any claim or rights to be granted anAward under the Plan, and no Participant shall have any rights under the Plan tobe retained in the employ of the Company.  Likewise, participation in the Planwill not in any way affect the Company's right to terminate the employment ofthe Participant at any time with or without cause. 

          16.2.  No Prior Right Or Award.  Nothing in this Agreement shall be deemed togive a Participant, or his/her legal representative or assigns, or any otherperson or entity claiming under or through him/her, any contract or other rightto participate in the benefits of this Agreement.  Nothing in this Agreementshall be construed as constituting a commitment, guarantee, agreement, orunderstanding of any kind or nature that the Company shall continue to employ,or continue any other relationship with Participant.  The Agreement shall notaffect in any way the right of the Company to terminate the employment or suchrelationship of any individual Participant.

 

ARTICLE XVIIRIGHT TO REPURCHASE RESTRICTED STOCK

          17.1.  In the event that at any time a Participant shall not be, or shall ceaseto serve as an employee of the Company (whether or not such Participant wasreceiving compensation for any services so rendered to the Company) for anyreason (including, without limitation, death, permanent disability, retirement,voluntary termination, involuntary termination, dismissal with or without cause,resignation or removal) the Company shall have the option (but shall not beobligated) at any time thereafter to purchase all (but not less than all) ofsuch Participant's Common Stock issued pursuant to exercise of an Option orAward granted .  "Permanent disability" shall mean disability caused by accident,illness or insanity resulting in the inability, for a period of three (3)consecutive months, of Participant to perform fully the services as an employeeof the Company which Participant was performing prior to such disability. 

          17.2.  Such option of the Company may be exercised by the Company sendingNotice of such exercise to Participant at his/her last known address, andspecifying the time and date on which payment of the purchase price (in eithermanner herein specified) required by such option is to be made.  The datespecified shall be not less than two (2) days nor more than sixty (60) days fromthe date of mailing of such notice by Certified Mail/Return Receipt Requested,and Participant, or his successor in interest with respect to the Common Stockshall have not further rights as the owner thereof from and after the date sospecified in such notice.  On such date, the Company shall deliver toParticipant, solely in the discretion of Company: an amount equal to the pershare price, or a promissory note payable over 3 years, in the amount of thepurchase price payable at eight percent (8%) interest per annum, and, the sharesof Common Stock, together with instruments of transfer endorsed in blank byParticipant or his successor in interest, shall to the extent such shares arenot then in the possession of the Company, be delivered to the Company byParticipant.  In the event that payment of the purchase price cannot be made toParticipant, or his/her successor in interest, on the date so specified in theoption, the Company shall deposit the amount of such purchase price with theaccountants then servicing the Company, to be held by such accounting firm untilwithdrawn by Participant, or his/her successor in interest.  Payment of any andall applicable stock transfer taxes shall be made by the Company. 

          17.3.  Subject to any Preferred Stock then outstanding, Company shall have theexclusive option to purchase from Participant any and all stock issued or to beissued pursuant to this Plan upon the following terms and conditions: (i)Participant 's cost per share, in the event of Participant's involuntarytermination, dismissal with or without cause, resignation or removal, failure tomake capital contributions to the Company as provided for in this Agreement; or(ii) upon the occurrence of death, permanent disability, retirement, voluntarytermination, resignation or removal of a Participant, the per share purchaseprice computed as follows: the average earnings of Company in any twelve (12)consecutive month period in the most recent thirty-six (36) month period,multiplied by five; then divided by the total number of common shares thenoutstanding at the time of exercise of the Option.  "Earnings" shall be definedas: Net Income Before Tax plus Depreciation, plus Amortization, less CapitalImprovements. 

          17.4.  Delivery Of Stock/Documents.  Upon the purchase by the Company of anyshares of Common Stock pursuant to this Article 17, a Participant shall deliverto the Company the certificate(s) representing the shares of Common Stock dulyendorsed for transfer and bearing such documentary stamps, if any, as arenecessary, and such assignments, certificates of authority, tax releases,consents to transfer, instruments and evidences of title of Participant and ofParticipant 's compliance with this Plan as may be reasonably required by theCompany or by Counsel for the Company.

 

ARTICLE XVIIINON-COMPETITION 

          Notwithstanding any other provision of this Agreement, no restrictions on thestock options or Awards shall lapse and all rights under this Agreement ofParticipant shall be forfeited if, Participant (i) shall be employed by acompetitor of or shall be engaged in any activity in competition with theCompany without the Company's written consent, (ii) divulges without the writtenconsent of the Company any secret or confidential information belonging to theCompany, or (iii) engages in any other activities which would constitute groundsfor his/her discharge by the Company for cause or without cause.

 

ARTICLE XIXASSIGNABILITY 

          Any stock options granted or Awards made under this Plan shall be null andvoid in the event that the stock options or Awards are transferred or assignmentor otherwise disposed of by Participant to any party, other than to the Company.  The terms and provisions of this Plan shall be binding upon, and shall inure tothe benefit of each Participant, his/her heirs, executors, administrators,successors, and personal and legal representatives.

 

ARTICLE XXCOSTS AND EXPENSES 

          All costs and expenses with respect to the adoption, implementation,interpretation and administration of this Plan shall be borne by the Company;provided that nothing herein shall be deemed to provide that the Company shallpay for any expenses of any counsel engaged by Participant.

 

ARTICLE XXIARBITRATION 

          Any controversy arising out of, connected to, or relating to any mattersherein of the transactions between a Participant and Company (including forpurposes of arbitration, officers, directors, employees, controlling persons,affiliates, professional advisors, agents, or promoters of Company,Participant), on behalf of the undersigned, or this Agreement, or the breachthereof, including, but not limited to any claims of violations of Federaland/or State Securities Acts, Banking Statutes, Consumer Protection Statutes,Federal and/or State Anti-Racketeering (e.g. RICO) claims as well as any commonlaw claims and any State Law claims of fraud, negligence, negligentmisrepresentations, unjust termination, breach of contract, and/or conversionshall be settled by arbitration; and in accordance with this paragraph andjudgment on the Arbitrator's award may be entered in any court havingjurisdiction thereof in accordance with the provisions of the laws of the Stateof Nevada.  In the event of such a dispute, each party to the conflict shallselect an arbitrator, which shall constitute the three person arbitration board.  The decision of a majority of the board of arbitrators, who shall render theirdecision within thirty (30) days of appointment of the final arbitrator, shallbe binding upon the parties.