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                                                                    Exhibit 10.1

                          GLOBAL TRAFFIC NETWORK, INC.

                            2005 STOCK INCENTIVE PLAN

     1. Purpose. The purpose of the 2005 Stock Incentive Plan (the "Plan") of
Global Traffic Network, Inc. (the "Company") is to increase stockholder value
and to advance the interests of the Company by furnishing a variety of economic
incentives ("Incentives") designed to attract, retain and motivate employees,
certain key consultants and directors of the Company. Incentives may consist of
opportunities to purchase or receive shares of Common Stock, $0.001 par value
per share, of the Company ("Common Stock") on terms determined under this Plan.

     2. Administration. The Plan shall be administered by the board of directors
of the Company (the "Board of Directors") or by a stock option or compensation
committee (the "Committee") of the Board of Directors. The Committee shall
consist of not less than two directors of the Company and shall be appointed
from time to time by the Board of Directors. During any time period during which
the Company has a class of equity securities registered under Section 12 of the
Securities Exchange Act of 1934 (including the regulations promulgated
thereunder, the "1934 Act"), each member of the Committee shall be (i) a
"non-employee director" within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934 (including the regulations promulgated thereunder, the
"1934 Act") (a "Non-Employee Director"), and (ii) shall be an "outside director"
within the meaning of Section 162(m) under the Internal Revenue Code of 1986, as
amended (the "Code") and the regulations promulgated thereunder. The Committee
shall have complete authority to award Incentives under the Plan, to interpret
the Plan, and to make any other determination which it believes necessary and
advisable for the proper administration of the Plan. The Committee's decisions
and matters relating to the Plan shall be final and conclusive on the Company
and its participants. If at any time there is no stock option or compensation
committee, the term "Committee", as used in the Plan, shall refer to the Board
of Directors.

     3. Eligible Participants. Officers of the Company, employees of the Company
or its subsidiaries, members of the Board of Directors, and consultants or other
independent contractors who provide services to the Company or its subsidiaries
shall be eligible to receive Incentives under the Plan when designated by the
Committee. Participants may be designated individually or by groups or
categories (for example, by pay grade) as the Committee deems appropriate.
Participation by officers of the Company or its subsidiaries and any performance
objectives relating to such officers must be approved by the Committee.
Participation by others and any performance objectives relating to others may be
approved by groups or categories (for example, by pay grade) and authority to
designate participants who are not officers and to set or modify such targets
may be delegated.

     4. Types of Incentives. Incentives under the Plan may be granted in any one
or a combination of the following forms: (a) incentive stock options and
non-statutory stock options (section 6); (b) stock appreciation rights ("SARs")
(section 7); (c) stock awards (section 8); (d) restricted stock (section 8); and
(e) performance shares (section 9).

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     5. Shares Subject to the Plan.

          5.1. Number of Shares. Subject to adjustment as provided in Section
     10.6, the number of shares of Common Stock which may be issued under the
     Plan shall not exceed 1,200,000 shares of Common Stock. Shares of Common
     Stock that are issued under the Plan or are subject to outstanding
     Incentives will be applied to reduce the maximum number of shares of Common
     Stock remaining available for issuance under the Plan.

          5.2. Cancellation. To the extent that cash in lieu of shares of Common
     Stock is delivered upon the exercise of an SAR pursuant to Section 7.4, the
     Company shall be deemed, for purposes of applying the limitation on the
     number of shares, to have issued the greater of the number of shares of
     Common Stock which it was entitled to issue upon such exercise or on the
     exercise of any related option. In the event that a stock option or SAR
     granted hereunder expires or is terminated or canceled unexercised as to
     any shares of Common Stock, such shares may again be issued under the Plan
     either pursuant to stock options, SARs or otherwise. In the event that
     shares of Common Stock are issued as restricted stock or pursuant to a
     stock award and thereafter are forfeited or reacquired by the Company
     pursuant to rights reserved upon issuance thereof, such forfeited and
     reacquired shares may again be issued under the Plan, either as restricted
     stock, pursuant to stock awards or otherwise. The Committee may also
     determine to cancel, and agree to the cancellation of, stock options in
     order to make a participant eligible for the grant of a stock option at a
     lower price than the option to be canceled.

          5.3. Type of Common Stock. Common Stock issued under the Plan in
     connection with stock options, SARs, performance shares, restricted stock
     or stock awards, may be authorized and unissued shares or treasury stock,
     as designated by the Committee.

     6. Stock Options. A stock option is a right to purchase shares of Common
Stock from the Company. Each stock option granted by the Committee under this
Plan shall be subject to the following terms and conditions:

          6.1. Price. The option price per share shall be determined by the
     Committee, subject to adjustment under Section 10.6.

          6.2. Number. The number of shares of Common Stock subject to the
     option shall be determined by the Committee, subject to adjustment as
     provided in Section 10.6. The number of shares of Common Stock subject to a
     stock option shall be reduced in the same proportion that the holder
     thereof exercises a SAR if any SAR is granted in conjunction with or
     related to the stock option. Notwithstanding the foregoing, no person shall
     receive grants of Stock Options under the Plan that exceed 1,200,000 shares
     during any one fiscal year of the Company.

          6.3. Duration and Time for Exercise. Subject to earlier termination as
     provided in Section 10.4, the term of each stock option shall be determined
     by the Committee but shall not exceed ten years and one day from the date
     of grant. Each stock option shall become exercisable at such time or times
     during its term as shall be determined by the Committee at the time of
     grant. The Committee may accelerate the exercisability of any stock option.


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     Subject to the foregoing and with the approval of the Committee, all or any
     part of the shares of Common Stock with respect to which the right to
     purchase has accrued may be purchased by the Company at the time of such
     accrual or at any time or times thereafter during the term of the option.

          6.4. Manner of Exercise. A stock option may be exercised, in whole or
     in part, by giving written notice to the Company, specifying the number of
     shares of Common Stock to be purchased and accompanied by the full purchase
     price for such shares. The option price shall be payable (a) in United
     States dollars upon exercise of the option and may be paid by cash,
     uncertified or certified check or bank draft; (b) at the discretion of the
     Committee, by delivery of shares of Common Stock in payment of all or any
     part of the option price, which shares shall be valued for this purpose at
     the Fair Market Value on the date such option is exercised; or (c) at the
     discretion of the Committee, by instructing the Company to withhold from
     the shares of Common Stock issuable upon exercise of the stock option
     shares of Common Stock in payment of all or any part of the exercise price
     and/or any related withholding tax obligations, which shares shall be
     valued for this purpose at the Fair Market Value or in such other manner as
     may be authorized from time to time by the Committee. The shares of Common
     Stock delivered by the participant pursuant to Section 6.4(b) must have
     been held by the participant for a period of not less than six months prior
     to the exercise of the option, unless otherwise determined by the
     Committee. Prior to the issuance of shares of Common Stock upon the
     exercise of a stock option, a participant shall have no rights as a
     stockholder.

          6.5. Incentive Stock Options. Notwithstanding anything in the Plan to
     the contrary, the following additional provisions shall apply to the grant
     of stock options which are intended to qualify as Incentive Stock Options
     (as such term is defined in Section 422 of the Code):

               (a) The aggregate Fair Market Value (determined as of the time
          the option is granted) of the shares of Common Stock with respect to
          which Incentive Stock Options are exercisable for the first time by
          any participant during any calendar year (under all of the Company's
          plans) shall not exceed $100,000. The determination will be made by
          taking incentive stock options into account in the order in which they
          were granted. If such excess only applies to a portion of an Incentive
          Stock Option, the Committee, in its discretion, will designate which
          shares will be treated as shares to be acquired upon exercise of an
          Incentive Stock Option.

               (b) Any Incentive Stock Option certificate authorized under the
          Plan shall contain such other provisions as the Committee shall deem
          advisable, but shall in all events be consistent with and contain all
          provisions required in order to qualify the options as Incentive Stock
          Options.

               (c) All Incentive Stock Options must be granted within ten years
          from the earlier of the date on which this Plan was adopted by Board
          of Directors or the date this Plan was approved by the stockholders.


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               (d) Unless sooner exercised, all Incentive Stock Options shall
          expire no later than 10 years after the date of grant.

               (e) The option price for Incentive Stock Options shall be not
          less than the Fair Market Value of the Common Stock subject to the
          option on the date of grant.

               (f) If Incentive Stock Options are granted to any participant
          who, at the time such option is granted, would own (within the meaning
          of Section 422 of the Code) stock possessing more than 10% of the
          total combined voting power of all classes of stock of the employer
          corporation or of its parent or subsidiary corporation, (i) the option
          price for such Incentive Stock Options shall be not less than 110% of
          the Fair Market Value of the Common Stock subject to the option on the
          date of grant and (ii) such Incentive Stock Options shall expire no
          later than five years after the date of grant.

          6.6 Right of Redemption. The agreement with the recipient evidencing a
     stock option grant may include a provision whereby the Company may elect,
     prior to the date of the first registration of an equity security of the
     Company pursuant to the Exchange Act of 1934, as amended, to repurchase
     from a former Company employee, director, consultant, advisor or other
     independent contractor, and their respective successors and assigns, all or
     any part of the shares of Common Stock received by a participant pursuant
     to the exercise of a stock option. Any such repurchase must be made no
     earlier than six months following the termination of the holder's
     relationship with the Company giving rise to the stock option grant and at
     fair market value, as determined by the Committee, on such date of
     redemption.

     7. Stock Appreciation Rights. An SAR is a right to receive, without payment
to the Company, a number of shares of Common Stock, cash or any combination
thereof, the amount of which is determined pursuant to the formula set forth in
Section 7.4. An SAR may be granted (a) with respect to any stock option granted
under this Plan, either concurrently with the grant of such stock option or at
such later time as determined by the Committee (as to all or any portion of the
shares of Common Stock subject to the stock option), or (b) alone, without
reference to any related stock option. Each SAR granted by the Committee under
this Plan shall be subject to the following terms and conditions:

          7.1. Number. Each SAR granted to any participant shall relate to such
     number of shares of Common Stock as shall be determined by the Committee,
     subject to adjustment as provided in Section 10.6. In the case of an SAR
     granted with respect to a stock option, the number of shares of Common
     Stock to which the SAR pertains shall be reduced in the same proportion
     that the holder of the option exercises the related stock option.

          7.2. Duration. Subject to earlier termination as provided in Section
     10.4, the term of each SAR shall be determined by the Committee but shall
     not exceed ten years and one day from the date of grant. Unless otherwise
     provided by the Committee, each SAR shall become exercisable at such time
     or times, to such extent and upon such conditions as the stock option, if
     any, to which it relates is exercisable. The Committee may in its
     discretion accelerate the exercisability of any SAR.


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          7.3. Exercise. An SAR may be exercised, in whole or in part, by giving
     written notice to the Company, specifying the number of SARs which the
     holder wishes to exercise. Upon receipt of such written notice, the Company
     shall, within 90 days thereafter, deliver to the exercising holder
     certificates for the shares of Common Stock or cash or both, as determined
     by the Committee, to which the holder is entitled pursuant to Section 7.4.

          7.4. Payment. Subject to the right of the Committee to deliver cash in
     lieu of shares of Common Stock (which, as it pertains to officers and
     directors of the Company, shall comply with all requirements of the 1934
     Act), the number of shares of Common Stock which shall be issuable upon the
     exercise of an SAR shall be determined by dividing:

               (a) the number of shares of Common Stock as to which the SAR is
          exercised multiplied by the amount of the appreciation in such shares
          (for this purpose, the "appreciation" shall be the amount by which the
          Fair Market Value of the shares of Common Stock subject to the SAR on
          the exercise date exceeds (1) in the case of an SAR related to a stock
          option, the purchase price of the shares of Common Stock under the
          stock option or (2) in the case of an SAR granted alone, without
          reference to a related stock option, an amount which shall be
          determined by the Committee at the time of grant, subject to
          adjustment under Section 10.6); by

               (b) the Fair Market Value of a share of Common Stock on the
          exercise date.

          In lieu of issuing shares of Common Stock upon the exercise of a SAR,
     the Committee may elect to pay the holder of the SAR cash equal to the Fair
     Market Value on the exercise date of any or all of the shares which would
     otherwise be issuable. No fractional shares of Common Stock shall be issued
     upon the exercise of an SAR; instead, the holder of the SAR shall be
     entitled to receive a cash adjustment equal to the same fraction of the
     Fair Market Value of a share of Common Stock on the exercise date or to
     purchase the portion necessary to make a whole share at its Fair Market
     Value on the date of exercise.

     8. Stock Awards and Restricted Stock. A stock award consists of the
transfer by the Company to a participant of shares of Common Stock, without
other payment therefor, as additional compensation for services to the Company.
A share of restricted stock consists of shares of Common Stock which are sold or
transferred by the Company to a participant at a price determined by the
Committee (which price shall be at least equal to the minimum price required by
applicable law for the issuance of a share of Common Stock) and subject to
restrictions on their sale or other transfer by the participant. The transfer of
Common Stock pursuant to stock awards and the transfer and sale of restricted
stock shall be subject to the following terms and conditions:

          8.1. Number of Shares. The number of shares to be transferred or sold
     by the Company to a participant pursuant to a stock award or as restricted
     stock shall be determined by the Committee.

          8.2. Sale Price. The Committee shall determine the price, if any, at
     which shares of restricted stock shall be sold to a participant, which may
     vary from time to time and


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     among participants and which may be below the Fair Market Value of such
     shares of Common Stock at the date of sale.

          8.3. Restrictions. All shares of restricted stock transferred or sold
     hereunder shall be subject to such restrictions as the Committee may
     determine, including, without limitation any or all of the following:

               (a) a prohibition against the sale, transfer, pledge or other
          encumbrance of the shares of restricted stock, such prohibition to
          lapse at such time or times as the Committee shall determine (whether
          in annual or more frequent installments, at the time of the death,
          disability or retirement of the holder of such shares, or otherwise);

               (b) a requirement that the holder of shares of restricted stock
          forfeit, or (in the case of shares sold to a participant) resell back
          to the Company at his or her cost, all or a part of such shares in the
          event of termination of his or her employment or consulting engagement
          during any period in which such shares are subject to restrictions;

               (c) such other conditions or restrictions as the Committee may
          deem advisable.

          8.4. Escrow. In order to enforce the restrictions imposed by the
     Committee pursuant to Section 8.3, the participant receiving restricted
     stock shall enter into an agreement with the Company setting forth the
     conditions of the grant. Shares of restricted stock shall be registered in
     the name of the participant and deposited, together with a stock power
     endorsed in blank, with the Company. Each such certificate shall bear a
     legend in substantially the following form:

          The transferability of this certificate and the shares of Common Stock
          represented by it are subject to the terms and conditions (including
          conditions of forfeiture) contained in the 2005 Stock Incentive Plan
          of Global Traffic Network, Inc. (the "Company"), and an agreement
          entered into between the registered owner and the Company. A copy of
          the Plan and the agreement is on file in the office of the secretary
          of the Company.

          8.5. End of Restrictions. Subject to Section 10.5, at the end of any
     time period during which the shares of restricted stock are subject to
     forfeiture and restrictions on transfer, such shares will be delivered free
     of all restrictions to the participant or to the participant's legal
     representative, beneficiary or heir.

          8.6. Stockholder. Subject to the terms and conditions of the Plan,
     each participant receiving restricted stock shall have all the rights of a
     stockholder with respect to shares of stock during any period in which such
     shares are subject to forfeiture and restrictions on transfer, including
     without limitation, the right to vote such shares. Dividends paid in cash
     or property other than Common Stock with respect to shares of restricted
     stock shall be paid to the participant currently.


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     9. Performance Shares. A performance share consists of an award which shall
be paid in shares of Common Stock, as described below. The grant of performance
share shall be subject to such terms and conditions as the Committee deems
appropriate, including the following:

          9.1. Performance Objectives. Each performance share will be subject to
     performance objectives for the Company or one of its operating units to be
     achieved by the end of a specified period. The number of performance shares
     granted shall be determined by the Committee and may be subject to such
     terms and conditions, as the Committee shall determine. If the performance
     objectives are achieved, each participant will be paid in shares of Common
     Stock or cash. If such objectives are not met, each grant of performance
     shares may provide for lesser payments in accordance with formulas
     established in the award.

          9.2. Not Stockholder. The grant of performance shares to a participant
     shall not create any rights in such participant as a stockholder of the
     Company, until the payment of shares of Common Stock with respect to an
     award.

          9.3. No Adjustments. No adjustment shall be made in performance shares
     granted on account of cash dividends which may be paid or other rights
     which may be issued to the holders of Common Stock prior to the end of any
     period for which performance objectives were established.

     9.4. Expiration of Performance Share. If any participant's employment or
consulting engagement with the Company is terminated for any reason other than
normal retirement, death or disability prior to the achievement of the
participant's stated performance objectives, all the participant's rights on the
performance shares shall expire and terminate unless otherwise determined by the
Committee. In the event of termination of employment or consulting by reason of
death, disability, or normal retirement, the Committee, in its own discretion
may determine what portions, if any, of the performance shares should be paid to
the participant.

     10. General.

          10.1. Effective Date. The Plan will become effective upon its approval
     by the Company's stockholders. Unless approved by the stockholders within
     one year after the date of the Plan's adoption by the Board of Directors,
     the Plan shall not be effective for any purpose.

          10.2. Duration. The Plan shall remain in effect until all Incentives
     granted under the Plan have either been satisfied by the issuance of shares
     of Common Stock or the payment of cash or been terminated under the terms
     of the Plan and all restrictions imposed on shares of Common Stock in
     connection with their issuance under the Plan have lapsed. No Incentives
     may be granted under the Plan after the tenth anniversary of the date the
     Plan is approved by the stockholders of the Company.

          10.3. Limited Transferability of Incentives. No stock option, SAR,
     restricted stock or performance award may be transferred, pledged or
     assigned by the holder thereof (except, in the event of the holder's death,
     by will or the laws of descent and distribution to the limited extent
     provided in the Plan or the Incentive); and the Company shall not be
     required to


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     recognize any attempted assignment of such rights by any participant.
     Notwithstanding the preceding sentence, the following transfers and
     exercises of stock options or SARs are permitted under this Plan:

               (a) stock options may be transferred by the holder thereof to
          Employee's spouse, children, grandchildren or parents (collectively,
          the "Family Members"), to trusts for the benefit of Family Members, or
          to partnerships or limited liability companies in which Family Members
          are the only partners or shareholders; or

               (b) any Incentives held by a participant may be assigned by court
          order to the participant's former spouse in connection with a
          dissolution of their marriage, but only if the Committee determines,
          in its sole discretion, that the order satisfies such requirements of
          a "qualified domestic relations order" as are set forth in paragraphs
          (1) through (3) of Section 414(p) of the Internal Revenue Code of
          1986, as amended (the "Code"), as if the Plan were a plan described in
          Code Section 401(a)(13). The federal income and payroll taxation of
          any Incentives assigned as provided in the preceding sentence shall be
          governed by the Code, Revenue Rulings 2002-22 and 2004-60 (as
          applicable), or any other applicable guidance published by the
          Internal Revenue Service or the Department of the Treasury.

               (c) During a participant's lifetime, a stock option or SAR may be
          exercised only by him or her, by his or her guardian or legal
          representative or by any of the transferees permitted by the preceding
          two paragraphs (a) and (b).

          10.4. Effect of Termination or Death. In the event that a participant
     ceases to be an employee of or consultant to the Company for any reason,
     including death or disability, any Incentives may be exercised or shall
     expire at such times as may be determined by the Committee.

          10.5. Additional Condition. Notwithstanding anything in this Plan to
     the contrary: (a) the Company may, if it shall determine it necessary or
     desirable for any reason, at the time of award of any Incentive or the
     issuance of any shares of Common Stock pursuant to any Incentive, require
     the recipient of the Incentive, as a condition to the receipt thereof or to
     the receipt of shares of Common Stock issued pursuant thereto, to deliver
     to the Company a written representation of present intention to acquire the
     Incentive or the shares of Common Stock issued pursuant thereto for his or
     her own account for investment and not for distribution; and (b) if at any
     time the Company further determines, in its sole discretion, that the
     listing, registration or qualification (or any updating of any such
     document) of any Incentive or the shares of Common Stock issuable pursuant
     thereto is necessary on any securities exchange or under any federal or
     state securities or blue sky law, or that the consent or approval of any
     governmental regulatory body is necessary or desirable as a condition of,
     or in connection with the award of any Incentive, the issuance of shares of
     Common Stock pursuant thereto, or the removal of any restrictions imposed
     on such shares, such Incentive shall not be awarded or such shares of
     Common Stock shall not be issued or such restrictions shall not be removed,
     as the case may be, in whole or in part, unless such listing, registration,
     qualification, consent or approval shall have been effected or obtained
     free of any conditions not acceptable to the Company.


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          10.6. Adjustment. In the event of any recapitalization, stock
     dividend, stock split, combination of shares or other change in the Common
     Stock, the number of shares of Common Stock then subject to the Plan,
     including shares subject to restrictions, options or achievements of
     performance shares, shall be adjusted in proportion to the change in
     outstanding shares of Common Stock. In the event of any such adjustments,
     the purchase price of any option, the performance objectives of any
     Incentive, and the shares of Common Stock issuable pursuant to any
     Incentive shall be adjusted as and to the extent appropriate, in the
     discretion of the Committee, to provide participants with the same relative
     rights before and after such adjustment.

          10.7. Incentive Plans and Agreements. Except in the case of stock
     awards, the terms of each Incentive shall be stated in a plan or agreement
     approved by the Committee. The Committee may also determine to enter into
     agreements with holders of options to reclassify or convert certain
     outstanding options, within the terms of the Plan, as Incentive Stock
     Options or as non-statutory stock options and in order to eliminate SARs
     with respect to all or part of such options and any other previously issued
     options.

          10.8. Withholding.

               (a) The Company shall have the right to withhold from any
          payments made under the Plan or to collect as a condition of payment,
          any taxes required by law to be withheld. At any time when a
          participant is required to pay to the Company an amount required to be
          withheld under applicable income tax laws in connection with a
          distribution of Common Stock or upon exercise of an option or SAR, the
          participant may satisfy this obligation in whole or in part by
          electing (the "Election") to have the Company withhold from the
          distribution shares of Common Stock having a value up to the minimum
          amount of withholding taxes required to be collected on the
          transaction. The value of the shares to be withheld shall be based on
          the Fair Market Value of the Common Stock on the date that the amount
          of tax to be withheld shall be determined ("Tax Date").

               (b) Each Election must be made prior to the Tax Date. The
          Committee may disapprove of any Election, may suspend or terminate the
          right to make Elections, or may provide with respect to any Incentive
          that the right to make Elections shall not apply to such Incentive. An
          Election is irrevocable.

          10.9. No Continued Employment, Engagement or Right to Corporate
     Assets. No participant under the Plan shall have any right, because of his
     or her participation, to continue in the employ of the Company for any
     period of time or to any right to continue his or her present or any other
     rate of compensation. Nothing contained in the Plan shall be construed as
     giving an employee, a consultant, such persons' beneficiaries or any other
     person any equity or interests of any kind in the assets of the Company or
     creating a trust of any kind or a fiduciary relationship of any kind
     between the Company and any such person.

          10.10. Deferral Permitted. Payment of cash or distribution of any
     shares of Common Stock to which a participant is entitled under any
     Incentive shall be made as provided in the


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     Incentive. Payment may be deferred at the option of the participant if
     provided in the Incentive.

          10.11. Amendment of the Plan. The Board may amend or discontinue the
     Plan at any time. However, no such amendment or discontinuance shall
     adversely change or impair, without the consent of the recipient, an
     Incentive previously granted. Further, no such amendment shall, without
     approval of the shareholders of the Company, (a) increase the maximum
     number of shares of Common Stock which may be issued to all participants
     under the Plan, (b) change or expand the types of Incentives that may be
     granted under the Plan, (c) change the class of persons eligible to receive
     Incentives under the Plan, or (d) materially increase the benefits accruing
     to participants under the Plan.

          10.12 Sale, Merger, Exchange or Liquidation. Unless otherwise provided
     in the agreement for an Incentive, in the event of an acquisition of the
     Company through the sale of substantially all of the Company's assets or
     through a merger, exchange, reorganization or liquidation of the Company or
     a similar event as determined by the Committee (collectively a
     "transaction"), the Committee shall be authorized, in its sole discretion,
     to take any and all action it deems equitable under the circumstances,
     including but not limited to any one or more of the following:

          (1) providing that the Plan and all Incentives shall terminate and the
     holders of (i) all outstanding vested options shall receive, in lieu of any
     shares of Common Stock they would be entitled to receive under such
     options, such stock, securities or assets, including cash, as would have
     been paid to such participants if their options had been exercised and such
     participant had received Common Stock immediately prior to such transaction
     (with appropriate adjustment for the exercise price, if any), (ii)
     performance shares and/or SARs that entitle the participant to receive
     Common Stock shall receive, in lieu of any shares of Common Stock each
     participant was entitled to receive as of the date of the transaction
     pursuant to the terms of such Incentive, if any, such stock, securities or
     assets, including cash, as would have been paid to such participant if such
     Common Stock had been issued to and held by the participant immediately
     prior to such transaction, and (iii) any Incentive under this Agreement
     which does not entitle the participant to receive Common Stock shall be
     equitably treated as determined by the Committee.

          (2) providing that participants holding outstanding vested Common
     Stock based Incentives shall receive, with respect to each share of Common
     Stock issuable pursuant to such Incentives as of the effective date of any
     such transaction, at the determination of the Committee, cash, securities
     or other property, or any combination thereof, in an amount equal to the
     excess, if any, of the Fair Market Value of such Common Stock on a date
     within ten days prior to the effective date of such transaction over the
     option price or other amount owed by a participant, if any, and that such
     Incentives shall be cancelled, including the cancellation without
     consideration of all options that have an exercise price below the per
     share value of the consideration received by the Company in the
     transaction.

          (3) providing that the Plan (or replacement plan) shall continue with
     respect to Incentives not cancelled or terminated as of the effective date
     of such transaction and provide to participants holding such Incentives the
     right to earn their respective Incentives on a


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     substantially equivalent basis (taking into account the transaction and the
     number of shares or other equity issued by such successor entity) with
     respect to the equity of the entity succeeding the Company by reason of
     such transaction.

          (4) providing that all unvested, unearned or restricted Incentives,
     including but not limited to restricted stock for which restrictions have
     not lapsed as of the effective date of such transaction, shall be void and
     deemed terminated, or, in the alternative, for the acceleration or waiver
     of any vesting, earning or restrictions on any Incentive.

          The Board may restrict the rights of participants or the applicability
     of this Section 10.12 to the extent necessary to comply with Section 16(b)
     of the Securities Exchange Act of 1934, the Internal Revenue Code or any
     other applicable law or regulation. The grant of an Incentive award
     pursuant to the Plan shall not limit 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, exchange or consolidate
     or to dissolve, liquidate, sell or transfer all or any part of its business
     or assets.

          10.13. Definition of Fair Market Value. For purposes of this Plan, the
     "Fair Market Value" of a share of Common Stock at a specified date shall,
     unless otherwise expressly provided in this Plan, be the amount which the
     Committee or the Board of Directors determines in good faith to be 100% of
     the fair market value of such a share as of the date in question; provided,
     however, that notwithstanding the foregoing, if such shares are listed on a
     U.S. securities exchange or are quoted on the Nasdaq National Market or
     Nasdaq Small-Cap Market ("Nasdaq"), then Fair Market Value shall be
     determined by reference to the last sale price of a share of Common Stock
     on such U.S. securities exchange or Nasdaq on the applicable date. If such
     U.S. securities exchange or Nasdaq is closed for trading on such date, or
     if the Common Stock does not trade on such date, then the last sale price
     used shall be the one on the date the Common Stock last traded on such U.S.
     securities exchange or Nasdaq.

Approved by the Board of Directors on September 30, 2005.

Approved by the shareholders on September 30, 2005.

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