**SINOBIOPHARMA,
      INC.**





**2008
      STOCK OPTION AND INCENTIVE PLAN**





**1.**  **Purposes
      of the Plan.**





The
      purposes of this Plan are to (i) attract and retain the best available personnel
      for positions of responsibility within Sinobiopharma, Inc. (the "Corporation"),
      (ii) provide additional incentives to Employees of the Corporation, (iii)
      provide Directors, Consultants and Advisors of the Corporation with an
      opportunity to acquire a proprietary interest in the Corporation to encourage
      their continued provision of services to the Corporation and to provide such
      persons with incentives and rewards for superior performance more directly
      linked to the profitability of the Corporation's business and increases in
      shareholder value, and (iv) generally to promote the success of the
      Corporation's business and the interests of the Corporation and all of its
      stockholders, through the grant of options to purchase shares of the
      Corporation's Common Stock and other incentives.





Incentive
      benefits granted hereunder may be either Incentive Stock Options, Non-qualified
      Stock Options, stock awards, Restricted Shares, cash awards or other incentives
      determined by the board, as such terms are hereinafter defined. The types of
      options or other incentives granted shall be reflected in the terms of written
      agreements.





**2.**  **Definitions.**





As
      used
      herein, the following definitions shall apply:





2.1  " **Board** "
      shall
      mean the Board of Directors of Sinobiopharma, Inc.





2.2  " **Change
      of Control** "
      means a
      change in ownership or control of the Corporation effected through any of the
      following transactions:





(a)  the
      direct or indirect acquisition by any person or related group of persons (other
      than by the Corporation or a person that directly or indirectly controls, is
      controlled by, or is under common control with, the Corporation) of beneficial
      ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
      possessing more than 50% of the total combined voting power of the Corporation's
      outstanding securities pursuant to a tender or exchange offer made directly
      to
      the Corporation's shareholders, or other transaction, in each case which the
      Board does not recommend such shareholders to accept; or





(b)  a
      change
      in the composition of the Board over a period of 12 consecutive months or less
      such that a majority of the Board members (rounded up to the next whole number)
      ceases, by reason of one or more contested elections for Board membership,
      to be
      comprised of individuals who either (i) have been Board members continuously
      since the beginning of such period or (ii) have been elected or nominated for
      election as Board members during such period by at least a majority of the
      Board
      members described in clause (i) who were still in office at the time such
      election or nomination was approved by the Board; or










(c)  a
      Corporate Transaction as defined below.





2.3  " **Code** "
      shall
      mean the US Internal Revenue Code or analogous legislation, as amended from
      time
      to time, and the rules and regulations promulgated thereunder.





2.4  " **Committee** "
      shall
      mean the Committee constituting the Board in accordance with Section 4.1 of
      the
      Plan, if one is appointed.





2.5  " **Common
      Stock** "
      or
      " **Common
      Shares** "
      shall
      mean (i) shares of the common stock, $0.0001 par value, of the Corporation
      described in the Corporation's Articles of Incorporation, as amended, and (ii)
      any security into which Common Shares may be converted by reason of any
      transaction or event of the type referred to in Section 12 of this
      Plan.





2.6  " **Corporation** "
      shall
      mean Sinobiopharma, Inc., a Nevada corporation, and shall include any parent
      or
      subsidiary corporation of the Corporation.





2.7  " **Consultants** "
      and
      " **Advisors** "
      shall
      include any third party retained or engaged by the Corporation to provide
      service to the Corporation, including any employee of such third party providing
      such services.





2.8  " **Corporate
      Transaction** "
      means
      any of the following shareholder-approved transactions to which the Corporation
      is a party:





(a)  a
      merger
      or consolidation in which the Corporation is not the surviving entity, except
      for a transaction the principal purpose of which is to change the state in
      which
      the Corporation is incorporated;





(b)  the
      sale,
      transfer or other disposition of all or substantially all of the assets of
      the
      Corporation in complete liquidation or dissolution of the Corporation;
      or





(c)  any
      reverse merger in which the Corporation is the surviving entity but in which
      securities possessing more than 50% of the total combined voting power of the
      Corporation's outstanding securities are transferred to a person or persons
      different from the persons holding those securities immediately prior to such
      merger.





2.9  " **Date
      of Grant** "
      means
      the date specified by the Board or the Committee on which a grant of Options,
      Stock Appreciation Rights, Performance Shares of Performance Units or a grant
      or
      sale of Restricted Shares or Deferred Shares shall become
      effective.





2.10  " **Deferral
      Period** "
      means
      the period of time during which Deferred Shares are subject to deferral
      limitations under Section 9.3 of this Plan.





2.11  " **Deferred
      Shares** "
      means
      an award pursuant to Section 9 of this Plan of the right to receive Common
      Shares at the end of a specified Deferral Period.




2





2.12  " **Director** "
      shall
      mean a member of the Board.





2.13  " **Effective
      Date** "
      shall
      have the meaning ascribed thereto in Section 6.





2.14  " **Employee** "
      shall
      mean any person, including officers and directors, employed by the Corporation.
      The payment of a director's fee by the Corporation shall not be sufficient
      to
      constitute "employment" by the Corporation. For inclusiveness purposes, but
      not
      having legal effect as to obligations and liabilities, Employee in this
      Agreement may also encompass Consultants and Advisors where such is appropriate
      or where such is intended by the Board or by a particular grant
      hereunder.





2.15  " **Exchange
      Act** "
      shall
      mean the Securities Exchange Act of 1934, as amended, and all pertinent rules
      and regulations.





2.16  " **Fair
      Market Value** "
      shall
      mean, with respect to the date a given Option or other incentive is granted
      or
      exercised, the value of the Common Stock determined by the Board in such manner
      as it may deem equitable for Plan purposes but, in the case of an Incentive
      Stock Option, no less than is required by applicable laws or regulations; *provided,
      however,* that
      where there is a public market for the Common Stock, the Fair Market Value
      per
      share shall be not less than the closing price for the Common Stock on the
      last
      trading day preceding the Date of Grant, as reported by any national securities
      exchange or the Over-the-Counter Bulletin Board or other exchange on which
      the
      Corporation is listed and as determined by the Board; *provided,
      further,* that if
      the Common Stock is not listed on any exchange, the Fair Market Value per share
      shall not be less than the average of the means between the bid and asked prices
      quoted on each such date by any two independent persons or entities making
      a
      market for the Common Stock, such persons or entities to be selected by the
      Board.





2.17  " **Incentive
      Agreement** "
      shall
      mean the written agreement between the Corporation and the Participant relating
      to Incentive Stock Options, Non-qualified Stock Options, stock awards,
      Restricted Shares and cash awards granted under the Plan, and shall include
      an
      Incentive Stock Option Agreement, Non-qualified Stock Option Agreement or other
      form of Agreement which may be approved by the Board.





2.18  " **Incentive
      Award** "
      shall
      mean the award of one or more Incentives.





2.19  " **Incentive
      Stock Option** "
      shall
      mean an Option which is intended to qualify as an incentive stock option within
      the meaning of Section 422 of the Code, or any successor provision
      thereto.





2.20  " **Incentives** "
      shall
      mean those incentive benefits which may be granted from time to time under
      the
      terms of the Plan which include Incentive Stock Options, Non-qualified Stock
      Options, stock awards, Restricted Shares and cash awards.





2.21  " **Management
      Objectives** "
      means
      the achievement of performance objectives established pursuant to this Plan
      for
      Participants who have received grants of Performance Shares or Performance
      Units
      or, when so determined by the Board or the Committee, Restricted
      Shares.




3





2.22  " **Non-qualified
      Stock Option** "
      means
      an Option that is not intended to qualify as a Tax-Qualified
      Option.





2.23  " **Option
      Price** "
      means
      the purchase price payable upon the exercise of an Option.





2.24  " **Option** "
      means
      the right to purchase Common Shares from the Corporation upon the exercise
      of a
      Non-qualified Stock Option or a Tax-Qualified Option granted pursuant to Section
      7 of this Plan.





2.25  " **Optioned
      Stock** "
      shall
      mean the Common Stock subject to an Option.





2.26  " **Option
      Term** "
      shall
      have the meaning ascribed to it in Section 7.3.





2.27  " **Optionee** "
      shall
      mean an Employee, Director, Consultant or Advisor of the Corporation who has
      been granted one or more Options.





2.28  " **Parent** "
      shall
      mean a "parent corporation," whether now or hereafter existing, as defined
      in
      Section 424(e) of the Code.





2.29  " **Participant** "
      means a
      person who is selected by the Board or a Committee to receive benefits under
      this Plan and (i) is at that time an officer, including without limitation
      an
      officer who may also be a member of the Board, director, or other employee
      of,
      or a Consultant or Advisor, to the Corporation, or (ii) has agreed to commence
      serving in any such capacity.





2.30  " **Performance
      Period** "
      means,
      in respect of a Performance Share or Performance Unit, a period of time
      established pursuant to Section 10 of this Plan within which the Management
      objectives relating thereto are to be achieved.





2.31  " **Performance
      Share** "
      means a
      bookkeeping entry that records the equivalent of one Common Share awarded
      pursuant to Section 10 of this Plan.





2.32  " **Performance
      Unit** "
      means a
      bookkeeping entry that records a unit equivalent to the Board selected monetary
      unit awarded pursuant to Section 10 of this Plan.





2.33  " **Plan** "
      shall
      mean this Stock Option and Incentive Plan, as amended from time to time in
      accordance with the terms hereof.





2.34  " **Restricted
      Shares** "
      means
      Common Shares granted or sold pursuant to section 8 of this Plan as to which
      neither the substantial risk of forfeiture nor the restrictions on transfer
      referred to in Section 8.9 hereof has expired.





2.35  " **Rule
      16b-3** "
      means
      Rule 16b-3, as promulgated and amended from time to time by the Securities
      and
      Exchange Commission under the Exchange Act, or any successor rule to the same
      effect.




4





2.36  " **Share** "
      shall
      mean a share of the Common Stock, as adjusted in accordance with Section 11
      of
      the Plan.





2.37  " **Subsidiary** "
      shall
      mean a "subsidiary corporation," whether now or hereafter existing, as defined
      in Section 424(f) of the Code.





2.38  " **Tax
      Date** "
      shall
      mean the date an Optionee is required to pay the Corporation an amount with
      respect to tax withholding obligations in connection with the exercise of an
      option.





2.39  " **Tax-Qualified
      Option** "
      means
      an Option that is intended to qualify under particular provisions of the Code,
      including without limitation an Incentive Stock Option.





2.40  " **Termination
      Date** "
      shall
      have the meaning ascribed thereto in Section 6.





**3.**  **Common
      Stock Subject to the Plan.**





3.1  Subject
      to the provisions of Section 11 of the Plan, the maximum aggregate number of
      shares which may be optioned and sold or otherwise awarded under the Plan is
      ten
      million (10,000,000) Common Shares. Any Common Shares available for grants
      and
      awards at the end of any calendar year shall be carried over and shall be
      available for grants and awards in the subsequent calendar year. For the
      purposes of this Section 3:





(a)  Upon
      payment of cash in lieu of exercise provided by any award granted under this
      Plan, or upon expiration or cancellation of any award granted under this Plan,
      any Common Shares that were covered by such award and not issued shall again
      be
      available for issuance hereunder.





(b)  Common
      Shares covered by any award granted under this Plan shall be deemed to have
      been
      issued or transferred, and shall cease to be available for future issuance
      or
      transfer in respect of any other award granted hereunder, at the earlier of
      the
      time when they are actually issued or transferred or the time when dividends
      or
      dividend equivalents are paid thereon; *provided,
      however,* that
      Restricted Shares shall be deemed to have been issued or transferred at the
      earlier of the time when they cease to be subject to a substantial risk of
      forfeiture or the time when dividends are paid thereon.





(c)  Performance
      Units that are granted under this Plan and are paid in Common Shares but are
      not
      earned by the Participant at the end of the Performance Period shall be
      available for future grants of incentives hereunder.


5





**4.**  **Administration
      of the Plan.**





4.1  **Procedure** .





(a)  The
      Board
      shall administer the Plan and is the body responsible for the Plan; provided,
      however, that the Board may appoint a Committee consisting solely of two (2)
      or
      more "Non-Employee Directors" to conduct day-to-day administration of the Plan
      on behalf of the Board, in accordance with Rule 16b-3 and subject to the
      authority of the Board.





(b)  Once
      appointed, the Committee shall continue to serve until otherwise directed by
      the
      Board. From time to time the Board may increase the size of the Committee and
      appoint additional members thereof, remove members (with or without cause),
      appoint new members in substitution therefor, and fill vacancies however caused; *provided* , *however* ,
      that at
      no time may any person serve on the Committee if that person's membership would
      cause the committee not to satisfy the requirements of Rule 16b-3.





(c)  A
      majority of the Committee shall constitute a quorum, and the acts of the members
      of the Committee who are present at any meeting thereof at which a quorum is
      present, or acts unanimously approved by the members of the Committee in
      writing, shall be the acts of the Committee.





(d)  Any
      reference herein to the Board shall, where appropriate, encompass a Committee
      appointed to administer the Plan in accordance with this Section 4.





4.2  **Power
      of the Board or the Committee**





(a)  Subject
      to the provisions of the Plan, the Board shall have the authority, in its
      discretion: (i) to grant Options or Incentive Awards to Participants; (ii)
      to
      determine, upon review of relevant information and in accordance with Section
      2.16 of the Plan, the Fair Market Value of the Common stock; (iii) to determine
      the exercise price per share of Options to be granted, which exercise price
      shall be determined in accordance with Section 7.4 of the Plan; (iv) to
      determine the number of Common Shares to be represented by each Option or
      Incentive Award; (v) to determine the Participants to whom, and the time or
      times at which, Options and Incentive Awards shall be granted; (vi) to interpret
      the Plan; (vii) to prescribe, amend and rescind rules and regulations relating
      to the Plan; (viii) to determine the terms and provisions of each Option and
      Incentive Award granted (which need not be identical) and, with the consent
      of
      the grantee thereof, modify or amend such Option or Incentive Award; (ix) to
      accelerate or defer (with the consent of the grantee) the exercise date of
      any
      Option or Incentive Award; (x) to authorize any person to execute on behalf
      of
      the Corporation any instrument required to effectuate the grant of an Option
      or
      Incentive Award previously granted by the Board; (xi) to accept or reject the
      election made by a grantee pursuant to Section 7.5 of the Plan; and (xii) to
      make all other determinations deemed necessary or advisable for the
      administration of the Plan.


6





(b)  The
      Board
      or a Committee may delegate to an officer of the Corporation the authority
      to
      make decisions pursuant to this Plan, provided that no such delegation may
      be
      made that would cause any award or other transaction under the Plan to cease
      to
      be exempt from Section 16(b) of the Exchange Act. A Committee may authorize
      any
      one or more of its members or any officer of the Corporation to execute and
      deliver documents on behalf of the Committee.





4.3  **Effect
      of Board or Committee Decisions** .
      All
      decisions and determinations and the interpretation and construction by the
      Board or a Committee of any provision of this Plan or any agreement,
      notification or document evidencing the grant of Options, Restricted Shares,
      Deferred Shares, Performance Shares or Performance Units, and any determination
      by the Board or a Committee pursuant to any provision of this plan or any such
      agreement, notification or document, shall be final, binding and conclusive
      with
      respect to all grantees and any other holders of any Option or Incentive Award
      granted under the Plan. No member of the Board or a Committee shall be liable
      for any such action taken or determination made in good faith.





**5.**  **Eligibility.**





Consistent
      with the Plan's purposes, Options and Incentive Awards may be granted only
      to
      such Directors, Officers, Employees, Consultants and Advisors of the Corporation
      as determined by the Board. Subject to the terms of the Plan, an Employee,
      Officer, Director, Consultant or Advisor who has been granted an Option or
      Incentive Award may, if he is otherwise eligible, be granted an additional
      Option or Incentive Award.





**6.**  **Board
      Approval; Effective Date; Termination Date.**





The
      Plan
      shall take effect on September 29, 2008 (the "Effective Date"). The Plan shall
      terminate on September 29, 2018 (the "Termination Date"); accordingly, no
      Incentive Award or Option under this Plan may be granted after the Termination
      Date but the term of an award may extend beyond the Plan Termination
      Date.





**7.**  **Stock
      Options.**





The
      Board
      or the Committee may from time to time authorize grants to Participants of
      Options to purchase Common Shares upon such terms and conditions as the Board
      or
      the Committee may determine in accordance with the following
      provisions:





7.1  **Options
      to be Granted; Terms.**





(a)  Options
      granted pursuant to this Section 7 may be Non-qualified Stock Options or
      Tax-Qualified Options or combinations thereof. The Board or the Committee shall
      determine the specific terms of Options.


7





(b)  Each
      grant shall specify the period or periods of continuous employment, or
      continuous engagement of the consulting or advisory services, of the Optionee
      by
      the Corporation or any Subsidiary that are necessary before the Options or
      installments thereof shall become exercisable.





(c)  Any
      grant
      of a Non-qualified Stock Option may provide for the payment to the Optionee
      of
      dividend equivalent thereon in cash or Common Shares on a current, deferred
      or
      contingent basis, or the Board or the Committee may provide that any dividend
      equivalents shall be credited against the Option Price.





7.2  **Number
      of Shares Subject to Options.** Each
      grant shall specify the number of Common Shares to which it pertains. Successive
      grants may be made to the same Optionee regardless of whether any Options
      previously granted to the Optionee remain unexercised.





7.3  **Term
      of Option; Earlier Termination.** Subject
      to the further provisions of this Section 7, unless otherwise provided in the
      Option Agreement, the term (the "Option Term") of each Option shall be five
      (5)
      years from the Date of Grant.





7.4  **Exercise
      Price.**





(a)  Each
      grant shall specify an Option Price per Common Share for the Common Share to
      be
      issued pursuant to exercise of an Option, which shall be determined by the
      Board
      or the Committee. Unless otherwise determined by the Board an Incentive Stock
      Option shall be no less than one hundred percent (100%) of the Fair Market
      Value
      per share on the Date of Grant, and in the case of a Non-qualified Stock Option
      shall be no less than seventy-five percent (75%) of the Fair Market Value per
      share on the Date of Grant.





(b)  With
      respect to Incentive Stock Options, the aggregate Fair Market Value (determined
      as of the respective Date or Dates of Grant) of the Common Shares for which
      one
      or more options granted to any Optionee under this Plan may for the first time
      become exercisable as Incentive Stock Options under the federal tax laws during
      any one calendar year (under all employee benefit plans of the Corporation)
      shall not exceed $100,000. To the extent that the Optionee holds two or more
      such options which become exercisable for the first time in the same calendar
      year, the foregoing limitation on the exercisability of such options as
      Incentive Stock Options under the deferral tax laws shall be applied on the
      basis of the order in which such options are granted. Should the number of
      Common Shares for which any Incentive Stock Option first becomes exercisable
      in
      any calendar year exceed the applicable $100,000 limitation, then that Option
      may nevertheless be exercised in such calendar year for the excess number of
      Shares as a Non-qualified Stock Option under the federal tax laws.





7.5  **Payment
      for Shares.** The
      price of an exercised Option and any taxes attributable to the delivery of
      Common Stock under the Plan, or portion thereof, shall be paid as
      follows:





(a)  Each
      grant shall specify the form of consideration to be paid in satisfaction of
      the
      Option Price and the manner of payment of such consideration, which may include
      (i) cash in the form of United States currency or check or other cash equivalent
      acceptable to the Corporation, (ii) nonforfeitable, unrestricted or restricted
      Common Shares, which are already owned by the Optionee and have a market
      referenced value at the time of exercise that is equal to the Option Price,
      (iii) any other legal consideration that the Board or the Committee may deem
      appropriate, including without limitation any form of consideration authorized
      pursuant to this Section 7 on such basis as the Board or the Committee may
      determine in accordance with this Plan, and (iv) any combination of the
      foregoing. The Board (or Committee) in its sole discretion may permit a
      so-called "cashless exercise" (net exercise) of the Options.




8





In
      the
      event of a cashless exercise of the Option the Corporation shall issue the
      Option holder the number of Shares determined as follows:





X
      = Y
      (A-B)/A


where:





X
      = the
      number of Shares to be issued to the Optionholder.





Y
      = the
      number of Shares with respect to which the Option is being
      exercised.


A
          = the
          average of the closing sale prices of the Common Stock for the five (5)
          Trading
          Days immediately prior to (but not including) the Date of
          Exercise.





B
      = the
      Exercise Price.





(b)  Any
      grant
      of a Non-qualified Stock Option may provide that payment of the Option Price
      may
      also be made in whole or in part in the form of Restricted Shares or other
      Common Shares that are not subject to risk of forfeiture or restrictions on
      transfer in the manner determined by the Board. Unless otherwise determined
      by
      the Board or the Committee on or after the Date of Grant, whenever any Option
      Price is paid in whole or in part by means of any of the forms of consideration
      specified in this Section 7.5(b), the Common Shares received by the Optionee
      upon the exercise of the Non-qualified Stock Option shall be subject to the
      same
      risks of forfeiture as those that applied to the consideration surrendered
      by
      the Optionee; *provided,
      however,* that
      such risks of forfeiture shall apply only to the same number of Common Shares
      received by the Optionee as applied to the forfeitable Common Shares surrendered
      by the Optionee.





(c)  Any
      grant
      may allow for deferred payment of the Option Price through a sale and remittance
      procedure by which a Participant shall provide concurrent irrevocable written
      instructions to (i) a Corporation-designated brokerage firm to effect the
      immediate sale of the purchased Common Shares and remit to the Corporation,
      out
      of the sale proceeds available on the settlement date, sufficient funds to
      cover
      the aggregate Option Price payable for the purchased Common Share, and (ii)
      the
      Corporation to deliver the certificates for the purchased Common Shares directly
      to such brokerage firm to complete the sale transaction.





(d)  The
      Board
      or Committee shall determine acceptable methods for tendering Common Stock
      as
      payment upon exercise of an Option and may impose such limitations and
      prohibitions on the use of Common Stock to exercise an Option as it deems
      appropriate.





9





7.6  **Rights
      as a Stockholder.** Until
      the issuance (as evidenced by the appropriate entry on the books of the
      Corporation or of a duly authorized transfer agent of the Corporation) of the
      stock certificate evidencing such Common Shares, no right to vote or receive
      dividends or any other rights as a stockholder shall exist with respect to
      the
      Optioned Stock, notwithstanding the exercise of the Option. No adjustment will
      be made for a dividend or the right for which the record date is prior to the
      date the stock certificate is issued, except as provided in Section 11 of the
      Plan.





7.7  **Loans
      or Installment Payments; Bonuses.**





(a)  The
      Board
      or the Committee may, in its discretion, assist any Participant in the exercise
      of one or more awards under the plan, including the satisfaction of any federal,
      state, local and foreign income and employment tax obligations arising
      therefrom, by (i) authorizing the extension of a loan from the Corporation
      to
      such Participant; or (ii) permitting the participant to pay the exercise price
      or purchase price for the purchased shares in installments; or (iii) a guaranty
      by the Corporation of a loan obtained by the Optionee from a third party; or
      (iv) granting a cash bonus to the Participant to enable the Participant to
      pay
      federal, state, local and foreign income and employment tax obligations arising
      from an award.





(b)  Any
      loan
      or installment method of payment (including the interest rate and terms of
      repayment) shall be upon such terms as the Board or the Committee specifies
      in
      the applicable Incentive Agreement or otherwise deems appropriate under the
      circumstances. Loans or installment payments may be authorized with or without
      security or collateral. However, the maximum credit available to the Participant
      may not exceed the exercise or purchase price of the acquired shares (less
      the
      par value of such shares) plus any federal, state and local income and
      employment tax liability incurred by the Participant in connection with the
      acquisition of such shares. The amount of any bonus shall be determined by
      the
      Board or the Committee in its sole discretion under the
      circumstances.





(c)  The
      Board
      or the Committee may, in its absolute discretion, determine that one or more
      loans extended under this financial assistance program may be subject to
      forgiveness by the Corporation in whole or in part upon such terms and
      conditions as the Board or the Committee may deem appropriate; *provided,
      however,* that the
      Board or the Committee shall not forgive that portion of any loan owed to cover
      the par value of the Common Shares.





7.8  **Exercise
      of Option.**





(a)  **Procedure
      for Exercise.**





(i)  Any
      Option granted hereunder shall be exercisable at such times and under such
      conditions as determined by the Board, including performance criteria with
      respect to the Corporation and/or the Optionee, and as shall be permissible
      under the terms of the Plan. Unless otherwise determined by the Board at the
      time of grant, an Option may be exercised in whole or in part. An Option may
      not
      be exercised for a fraction of a share.




10





(ii)  An
      Option
      shall be deemed to be exercised when written notice of such exercise has been
      given to the Corporation in accordance with the terms of the Option by the
      person entitled to exercise the Option and full payment for the Common Shares
      with respect to which the Option is exercised has been received by the
      Corporation. Full payment may, as authorized by the Board, consist of any
      consideration and method of payment allowable under Section 7.5 of the
      Plan.





(iii)  Exercise
      of an Option in any manner shall result in a decrease in the number of Shares
      which thereafter may be available, both for purposes of the Plan and for sale
      under the Option, by the number of Common Shares as to which the Option is
      exercised.





(b)  **Termination
      of Status as an Employee.** Unless
      otherwise provided in an Incentive Agreement, if an Employee's employment by
      the
      Corporation is terminated, except if such termination is voluntary or occurs
      due
      to retirement with the consent of the Board or due to death or disability,
      then
      the Option, to the extent not exercised, shall terminate on the date on which
      the Employee's employment by the Corporation is terminated. If an Employee's
      termination is voluntary or occurs due to retirement with the consent of the
      Board, then the Employee may after the date such Employee ceases to be an
      employee of the Corporation, exercise his Option at any time within three (3)
      months after the date he ceases to be an Employee of the Corporation, but only
      to the extent that he was entitled to exercise it on the date of such
      termination. To the extent that he was not entitled to exercise the Option
      at
      the date of such termination, or if he does not exercise such Option (which
      he
      was entitled to exercise) within the time specified herein, the Option shall
      terminate. In no event may the period of exercise in the case of Incentive
      Stock
      Options extend more than three (3) months beyond termination of
      employment.





(c)  **Disability.** Unless
      otherwise provided in the Incentive Agreement, notwithstanding the provisions
      of
      Section 7.8(b) above, in the event an Employee is unable to continue his
      employment with the Corporation as a result of his permanent and total
      disability (as defined in Section 22(e)(3) of the Code), he may exercise his
      Option at any time within six (6) months from the date of termination, but
      only
      to the extent he was entitled to exercise it at the date of such termination.
      To
      the extent that he was not entitled to exercise the Option at the date of
      termination, or if he does not exercise such Option (which he was entitled
      to
      exercise) within the time specified herein, the Option shall terminate. In
      no
      event may the period of exercise in the case of an Incentive Stock Option extend
      more than six (6) months beyond the date the Employee is unable to continue
      employment due to such disability.





(d)  **Death.** Unless
      otherwise provided in the Incentive Agreement, if an Optionee dies during the
      term of the Option and is at the time of his death an Employee who shall have
      been in continuous status as an Employee since the date of Grant of the Option,
      the Option may be exercised at any time within six (6) months following the
      date
      of death by the Optionee's estate or by a person who acquired the right to
      exercise the Option by bequest or inheritance, but only to the extent that
      an
      Optionee was entitled to exercise the Option on the date of death, or if the
      Optionee's estate, or person who acquired the right to exercise the Option
      by
      bequest or inheritance, does not exercise such Option (which he was entitled
      to
      exercise) within the time specified herein, the Option shall terminate. In
      no
      event may the period of exercise in the case of an Incentive Stock Option extend
      more than six (6) months beyond the date of the Employee's death.




11





7.9  **Option
      Reissuance.** The
      Board or the Committee shall have the authority to effect, at any time and
      from
      time to time, with the consent of the affected Participant, the cancellation
      of
      any or all outstanding Options under this Section 7 and grant in substitution
      new Options under the Plan covering the same or a different number of Common
      Shares but with an exercise price not less than (i) 75% of the Fair Market
      Value
      per share on the new Date of Grant or (ii) 100% of the Fair Market Value per
      share in the case of Incentive Stock Options.





7.10  **Incentive
      Stock Options - Disposition of Shares.** In the
      case of an Incentive Stock Option, a Participant who disposes of Common Shares
      acquired upon exercise of such Incentive Stock Option by sale or exchange (i)
      within two (2) years after the Date of Grant of the Option, or (ii) within
      one
      (1) year after the exercise of the Option, shall notify the Corporation of
      such
      disposition and the amount realized upon such disposition.





7.11  **Incentive
      Agreement.** Each
      grant shall be evidenced by an agreement, which shall be executed on behalf
      of
      the Corporation by any officer thereof and delivered to and accepted by the
      Optionee and shall contain such terms and provisions as the Board or the
      Committee may determine consistent with this Plan.





**8.**  **Restricted
      Shares.**





Restricted
      Shares are shares of Common Stock which are sold or transferred by the
      Corporation to a Participant at a price which may be below their Fair Market
      Value, or for no payment, but subject to restrictions on their sale or other
      transfer by the Participant. The transfer of Restricted Shares and the transfer
      and sale of Restricted Shares shall be subject to the following terms and
      conditions:





8.1  **Number
      of Shares.** The
      number of Restricted Shares to be transferred or sold by the Corporation to
      a
      Participant shall be determined by the Board or Committee, if any.





8.2  **Sale
      Price.** The
      Board shall determine the prices, if any, at which Restricted Shares shall
      be
      sold to Participant, which may vary from time to time and among Participants,
      and which may be below the Fair Market Value of such shares of Common Stock
      on
      the date of sale.





8.3  **Restrictions.** All
      Restricted Shares transferred or sold hereunder shall be subject to such
      restrictions as the Board may determine, including, without limitation, any
      or
      all of the following:





(a)  a
      prohibition against the sale, transfer, pledge or other encumbrance of the
      Restricted Shares, such prohibition to lapse at such time or times as the Board
      or 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 Restricted Shares, or otherwise);





(b)  a
      requirement that the holder of Restricted Shares forfeit or resell back to
      the
      Corporation, at his cost, all or a part of such Restricted Shares in the event
      of termination of his employment during any period in which such Restricted
      Shares are subject to restrictions; and




12





(c)  a
      prohibition against employment of the holder of such Restricted Shares by any
      competitor of the Corporation or a subsidiary of the Corporation, or against
      such holder's dissemination of any secret or confidential information belonging
      to the Corporation or a subsidiary of the Corporation.





8.4  **Escrow.** In order
      to enforce the restrictions imposed by the Board pursuant to Section 8.3 above,
      the Participant receiving Restricted Shares shall enter into an agreement with
      the Corporation setting forth the conditions of the grant. Restricted Shares
      shall be registered in the name of the Participant and deposited, together
      with
      a stock power endorsed in blank, with the Corporation.





8.5  **End
      of Restrictions.** Subject
      to Section 8.3, at the end of any time period during which the Restricted Shares
      are subject to forfeiture and restrictions on transfer, such Restricted 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
      Shares shall have all the rights of a stockholder with respect to such shares
      of
      stock during any period 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 the Restricted Shares shall be paid to the Participant
      currently.





8.7  **Ownership
      of Restricted Shares.** Each
      grant or sale shall constitute an immediate transfer of the ownership of the
      Restricted Shares to the Participant in consideration of the performance of
      services, entitling such Participant to dividend, voting and other ownership
      rights, subject to the "substantial risk of forfeiture" and restrictions on
      transfer referred to hereinafter.





8.8  **Additional
      Consideration.** Each
      grant or sale may be made without additional consideration from the Participant
      or in consideration of a payment by the Participant that is less than the Fair
      Market Value per share on the Date of Grant.





8.9  **Substantial
      Risk of Forfeiture.**





(a)  Each
      grant or sale shall provide that the Restricted Shares covered thereby shall
      be
      subject to a "substantial risk of forfeiture" within the meaning of Section
      83
      of the Code for a period to be determined by the Board or the Committee on
      the
      Date of Grant.





(b)  Each
      grant or sale shall provide that, during the period for which substantial risk
      of forfeiture is to continue, the transferability of the Restricted Shares
      shall
      be prohibited or restricted in the manner and to the extent prescribed by the
      Board or the Committee on the Date or Grant. Such restrictions may include
      without limitation rights of repurchase or first refusal in the Corporation
      or
      provisions subjecting the Restricted Shares to a continuing substantial risk
      of
      forfeiture in the hands of any transferee.





8.10  **Dividends.** Any
      grant or sale may require that any or all dividends or other distributions
      paid
      on the Restricted Shares during the period of such restrictions be automatically
      sequestered and reinvested on an immediate or deferred basis in additional
      Common Shares, which may be subject to the same restrictions as the underlying
      award or such other restrictions as the Board of the Committee may
      determine.




13





8.11  **Additional
      Grants.** Successive grants or sales may be made to the same Participant regardless of
      whether any Restricted Shares previously granted or sold to a Participant remain
      restricted.





**9.**  **Deferred
      Shares.**





The
      Board
      or the Committee may authorize grants or sales of Deferred Shares to
      Participants upon such terms and conditions as the Board or the Committee may
      determine in accordance with the following provisions:





9.1  **Performance
      Conditions.** Each
      grant or sale shall constitute the agreement by the Corporation to issue or
      transfer Common Shares to the Participant in the future in consideration of
      the
      performance of services, subject to the fulfillment during the Deferral Period
      of such conditions as the Board or the Committee may specify.





9.2  **Additional
      Consideration.** Each
      grant or sale may be made without additional consideration from the Participant
      or in consideration of a payment by the participant that is less than the Fair
      Market Value per shares on the Date of Grant.





9.3  **Deferral
      Period.** Each
      grant or sale shall provide that the Deferred Shares covered thereby shall
      be
      subject to a Deferral Period, which shall be fixed by the Board or the Committee
      on the Date of Grant.





9.4  **Ownership
      of Shares.** During
      the Deferral Period, the Participant shall not have any right to transfer any
      rights under the subject award, shall not have any rights of ownership in the
      Deferred Shares and shall not have any right to vote the Deferred Shares, but
      the Board or the Committee may on or after the Date of Grant authorize the
      payment of dividend equivalents on the Deferred Shares in cash or additional
      Common Shares on a current, deferred or contingent basis.





9.5  **Additional
      Grants.** Successive grants or sales may be made to the same Participant regardless of
      whether any Deferred Shares previously granted or sold to a Participant have
      vested.





9.6  **Agreement.** Each
      grant or sale shall be evidenced by an agreement, which shall be executed on
      behalf of the Corporation by any officer thereof and delivered to and accepted
      by the Participant and shall contain such terms and provisions as the Board
      or
      the Committee may determine consistent with this Plan.





**10.**  **Performance
      Shares and Performance Units.**





The
      Board
      or the Committee may authorize grants of Performance Shares and Performance
      Units, which shall become payable to the Participant upon the achievement of
      specified Management Objectives, upon such terms and conditions as the Board
      or
      the Committee may determine in accordance with the following
      provisions:




14





10.1  **Number.** Each
      grant shall specify the number of Performance Shares or Performance Units to
      which it pertains, which may be subject to adjustment to reflect changes in
      compensation or other factors.





10.2  **Performance
      Period.** The
      Performance Period with respect to each Performance Share or Performance Unit
      shall be determined by the Board or the Committee on the Date of
      Grant.





10.3  **Management
      Objectives.**





(a)  Each
      grant shall specify the Management Objectives that are to be achieved by the
      Participant, which may be described in terms of Corporation-wide objectives
      or
      objectives that are related to the performance of the individual Participant
      or
      the Subsidiary, division, department or function within the Corporation or
      Subsidiary in which the Participant is employed or with respect to which the
      participant provides consulting services.





(b)  Each
      grant shall specify in respect of the specified Management Objectives a minimum
      acceptable level of achievement below which no payment will be made and shall
      set forth a formula for determining the amount of any payment to be made if
      performance is at or above the minimum acceptable level but falls short of
      full
      achievement of the specified Management Objectives.





(c)  The
      Board
      or the Committee may adjust Management Objectives and the related minimum
      acceptable level of achievement if, in the sole judgment of the Board or the
      Committee, events or transactions have occurred after the Date of Grant that
      are
      unrelated to the performance of the Participant and result in distortion of
      the
      Management Objectives or the related minimum acceptable level of
      achievement.





10.4  **Payment.**





(a)  Each
      grant shall specify the time and manner of payment of Performance Shares or
      Performance Units that shall have been earned, and any grant may specify that
      any such amount may be paid by the Corporation in cash, Common Shares or any
      combination thereof and may either grant to the Participant or reserve to the
      Board or the Committee the right to elect among those alternatives.





(b)  Any
      grant
      of Performance Shares may specify that the amount payable with respect thereto
      may not exceed a maximum specified by the Board or the Committee on the Date
      of
      Grant. Any grant of Performance Units may specify that the amount payable,
      on
      the number of Common Shares issued, with respect thereto may not exceed maximums
      specified by the Board or the Committee Shares on the Date of
      Grant.





10.5  **Dividends.** On or
      after the Date of Grant of Performance Shares, the Board or the Committee may
      provide for the payment to the Participant of dividend equivalents thereon
      in
      cash or additional Common Shares on a current, deferred or contingent
      basis.




15





10.6  **Additional
      Grants.** Successive grants may be made to the same Participant regardless of whether
      any
      Performance Shares or Performance Units granted to any Participant have
      vested.





10.7  **Agreement.** Each
      grant shall be evidenced by an agreement, which shall be executed on behalf
      of
      the Corporation by any officer thereof and delivered to and accepted by the
      Participant and shall contain such terms and provisions as the Board or the
      Committee may determine consistent with this Plan.





**11.**  **Adjustments
      Upon Changes in Capitalization or Merger.**





Subject
      to any required action by the stockholders of the Corporation, the number of
      shares of Common Stock covered by each outstanding Option or Incentive Award,
      and the number of shares of Common Stock which have been authorized for issuance
      under the Plan but as to which no Options nor Incentive Awards have yet been
      granted or which have been returned to the Plan upon cancellation or expiration
      of an Option or Incentive Award, as well as the price per share of Common Stock
      covered by each such outstanding Option or Incentive Award, shall be
      proportionately adjusted for any increase or decrease in the number of issued
      shares of Common Stock resulting from a stock split, reverse stock split, stock
      dividend, combination or reclassification of the Common Stock, or any other
      increase or decrease in the number of issued shares of Common Stock effected
      without receipt of consideration by the Corporation; provided, however, that
      conversion of any convertible securities of the Corporation shall not be deemed
      to have been "effected without receipt of consideration." Such adjustment shall
      be made by the Board, whose determination in that respect shall be final,
      binding and conclusive. Except as expressly provided herein, no issuance by
      the
      Corporation of shares of stock of any class, or securities convertible into
      shares of stock of any class, shall affect, and no adjustment by reason thereof,
      shall be made with respect to the number or price of shares of Common Stock
      subject to an Option or Incentive Award.





In
      the
      event of the proposed dissolution or liquidation of the Corporation, all Options
      and Incentive Awards will terminate immediately prior to the consummation of
      such proposed action unless otherwise provided by the Board. The Board may,
      in
      the exercise of its sole discretion in such instances, declare that any Option
      or Incentive Award shall terminate as of a date fixed by the Board and give
      each
      holder the right to exercise of its sole discretion in such instances, declare
      that any Option or Incentive Award shall terminate as of a date fixed by the
      Board and give each holder the right to exercise his Option or Incentive Award
      as to all or any part thereof, including Shares as to which the Option or
      Incentive Award would not otherwise be exercisable. In the event of a proposed
      sale of all or substantially all of the assets of the Corporation, or the merger
      of the Corporation with or into another corporation, the Option or Incentive
      Award shall be assumed or an equivalent Option or Incentive Award shall be
      substituted by such successor corporation or a parent or subsidiary of such
      successor corporation, unless the Board determines, in the exercise of its
      sole
      discretion and in lieu of such assumption or substitution, that the holder
      shall
      have the right to exercise the Option or Incentive Award as to all of the
      Shares, including Shares as to which the Option or Incentive Award would not
      otherwise be exercisable. If the Board makes an Option or Incentive Award
      exercisable in lieu of assumption or substitution in the event of a merger
      or
      sale of assets, the Board shall notify the holder that the Option or Incentive
      Award shall be fully exercisable for a period of sixty (60) days from the date
      of such notice (but not later than the expiration of the term of the Option
      or
      Incentive Award), and the Option or Incentive Award will terminate upon the
      expiration of such period.


16


**12.**  **Transferability.**





Except
      to
      the extent otherwise expressly provided in an award, the right to acquire Common
      Shares or other assets under the Plan may not be assigned, encumbered or
      otherwise transferred by a Participant and any attempt by a Participant to
      do so
      will be null and void. However Option or Incentive Awards granted under this
      Plan may be transferred by a Participant by will or the laws of descent and
      distribution or pursuant to a qualified domestic relations order as defined
      by
      the Code or Title I of the Employee Retirement Income Security Act, as amended,
      or the rules thereunder. Unless assigned in accordance with the terms of an
      award, options and other awards granted under this Plan may not be exercised
      during a Participant's lifetime except by the Participant or, in the event
      of
      the Participant's legal incapacity, by his guardian or legal representative
      acting in a fiduciary capacity on behalf of the Participant under state law
      and
      court supervision.





**13.**  **Time
      of Granting Incentives.**





The
      Date
      of Grant of an Option or Incentive Award shall, for all purposes, be the date
      on
      which the Board or Committee makes the determination granting such Option or
      Incentive Award. Notice of the determination shall be given to each Participant
      to whom an Option or Incentive Award is so granted within a reasonable time
      after the date of such grant.





**14.**  **Amendment
      and Termination of the Plan.**





14.1  The
      Board
      may amend or terminate the Plan from time to time in such respects as the Board
      may deem advisable; provided, however, that the following revisions or
      amendments shall require approval of the holders of a majority of the
      outstanding Shares of the Corporation entitled to vote thereon, to the extent
      required by law, rule or regulation:





(a)  Any
      increase in the number of Shares subject to the Plan, other than in connection
      with an adjustment under Section 11 of the Plan;





(b)  Any
      change in the designation of the persons eligible (or any change in the class
      of
      Employees eligible, in the case of Incentive Stock Options) to be granted
      Options or Incentive Awards involving Shares; or





(c)  If
      the
      Corporation has a class of equity security registered under Section 12 of the
      Exchange Act at the time of such revision or amendment, any material increase
      in
      the benefits accruing to participants under the Plan.





14.2  Notwithstanding the foregoing, stockholder approval under this Section 14 shall
      only be required at such time as (A) any rules of any national securities
      exchange or the Over-the-Counter Bulletin Board or other exchange on which
      the
      Corporation is listed shall require stockholder approval of a plan or
      arrangement pursuant to which Common Stock may be acquired by officers or
      directors of the Corporation, and/or (B) any rule or regulation promulgated
      by
      the Securities and Exchange Commission, or (C) if Section 422 of the Code shall
      require shareholder approval of an amendment to the Plan.




17





14.3  Any
      such
      amendment or termination of the Plan shall not affect Options already granted
      and such Options shall remain in full force and effect as if this Plan had
      not
      been amended or terminated, unless mutually agreed otherwise between the
      Optionee and the Board, which agreement must be in writing and signed by the
      Optionee and the Corporation.





14.4  Notwithstanding
      the foregoing, this Plan shall terminate upon the earlier of (i)
      the Termination Date or such earlier date as the Board shall determine, or
      (ii)
      the date on which all awards available for issuance in the last year of the
      Plan
      shall have been issued or canceled. Upon termination of the Plan, no further
      awards may be granted, but all grants outstanding on such date shall thereafter
      continue to have force and effect in accordance with the provisions of the
      agreements evidencing such grants.





**15.**  **Withholding
      Taxes.**





The
      Corporation is authorized to withhold income taxes as required under applicable
      laws or regulations. To the extent that the Corporation is required to withhold
      federal, state, local or foreign taxes in connection with any payment made
      or
      benefit realized by a Participant or other person under this Plan, and the
      amounts available to the Corporation for the withholding are insufficient,
      it
      shall be a condition to the receipt of any such payment or the realization
      of
      any such benefit that the Participant or such other person make arrangements
      satisfactory to the Corporation for payment of the balance of any taxes required
      to be withheld. At the discretion of the Board or the Committee, any such
      arrangements may without limitation include relinquishment of a portion of
      any
      such payment or benefit or the surrender of outstanding Common Shares. The
      Corporation and any Participant or such other person may also make similar
      arrangements with respect to the payment of any taxes with respect to which
      withholding is not required.





**16.**  **Corporate
      Transaction or Change of Control.**





The
      Board
      or the Committee shall have the right in its sole discretion to include with
      respect to any award granted to a Participant hereunder provisions accelerating
      the benefits of the award in the event of a Corporate Transaction or Change
      of
      Control, which acceleration rights may be granted in connection with an award
      pursuant to the agreement evidencing the same or at any time after an award
      has
      been granted to a Participant.





**17.**  **Miscellaneous
      Provisions.**





17.1  **Plan
      Expense.** Any
      expenses of administering this Plan shall be borne by the
      Corporation.





17.2  **Construction
      of Plan.** The
      place of administration of the Plan shall be in the State of Delaware, and
      the
      validity, construction, interpretation, administration and effect of the Plan
      and of its rules and regulations, and rights relating to the Plan, shall be
      determined in accordance with the laws of the State of Nevada without regard
      to
      conflict of law principles and, where applicable, in accordance with the
      Code.


18


17.3  **Other
      Compensation.** The
      Board or the Committee may condition the grant of any award or combination
      of
      awards authorized under this Plan on the surrender or deferral by the
      Participant of his or her right to receive a cash bonus or other compensation
      otherwise payable by the Corporation or a Subsidiary to the
      Participant.





17.4  **Continuation
      of Employment or Services.** This
      Plan shall not confer upon any Participant any right with respect to continuance
      of employment or other service with the Corporation or any Subsidiary and shall
      not interfere in any way with any right that the Corporation or any Subsidiary
      would otherwise have to terminate any Participant's employment or other service
      at any time. Nothing contained in the Plan shall prevent the Corporation or
      any
      Subsidiary from adopting other or additional compensation arrangements for
      its
      employees.





17.5  **Tax-Qualified
      Options.** To the
      extent that any provision of this Plan would prevent any Option that was
      intended to qualify as a Tax-Qualified Option from so qualifying, any such
      provision shall be null and void with respect to any such Option; *provided,
      however,* that any
      such provision shall remain in effect with respect to other Options, and there
      shall be no further effect on any provision of this Plan.





17.6  **Certain
      Terminations of Employment or Consulting Services, Hardship and Approved Leaves
      of Absence.** Notwithstanding any other provision of this Plan to the contrary, in the event
      of termination of employment or consulting services by reason of death,
      disability, normal retirement, early retirement with the consent of the
      Corporation, termination of employment or consulting services to enter public
      or
      military service with the consent of the Corporation or leave of absence
      approved by the Corporation, or in the event of hardship or other special
      circumstances, of a Participant who holds an Option that is not immediately
      and
      fully exercisable, any Restricted Shares as to which the substantial risk of
      forfeiture or the prohibition or restriction on transfer has not lapsed, any
      Performance Shares or Performance Units that have not been fully earned, or
      any
      Common Shares that are subject to any transfer restriction pursuant to Section
      8
      of this Plan, the Board or the Committee may take any action that it deems
      to be
      equitable under the circumstances or in the best interest of the Corporation,
      including without limitation waiving or modifying any limitation or requirement
      with respect to any award under this Plan.





17.7  **Binding
      Effect.** The
      provisions of the Plan shall inure to the benefit of, and be binding upon,
      the
      Corporation and its successors or assigns, and the Participants, their legal
      representatives, their heirs or legacees and their permitted
      assignees.





17.8  **Exchange
      Act Compliance.** 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 provisions of the
      Plan
      or action by the Board or the Committee fails to so comply, they shall be deemed
      null and void, to the extent permitted by law and deemed advisable by the Board
      or the Committee.





17.9  **Conditions
      upon Issuance of Shares.**





(a)  Shares
      shall not be issued pursuant to the exercise of an Option or Incentive Award
      unless the exercise of such Option or Incentive Award and the issuance and
      delivery of such Shares pursuant thereto shall comply with all relevant
      provisions of law, including, without limitation, the Securities Act of 1933,
      as
      amended, the Exchange Act, the rules and regulations promulgated thereunder,
      and
      the requirements of any stock exchange upon which the Shares may then be listed,
      and shall be further subject to the approval of counsel for the Corporation
      with
      respect to such compliance.




19





(b)  As
      a
      condition to the exercise of an Option or Incentive Award, the Corporation
      may
      require the person exercising such Option or Incentive Award to represent and
      warrant at the time of any such exercise that the Shares are being purchased
      or
      otherwise acquired only for investment and without any present intention to
      sell
      or distribute such Shares if, in the opinion of counsel for the Corporation
      such
      a representation is required by any of the aforementioned relevant provisions
      of
      law.





(c)  Inability
      of the Corporation to obtain authority from any regulatory body having
      jurisdiction, which authority is deemed by the Corporation's counsel to be
      necessary to the lawful issuance and sale of any Share hereunder, shall relieve
      the Corporation of any liability in respect of the failure to issue or sell
      such
      Shares as to which such requisite authority shall not have been
      obtained.





17.10  **Fractional
      Shares.** The
      Corporation shall not be required to issue any fractional Common Shares pursuant
      to this Plan. The Board or the Committee may provide for the elimination of
      fractions or for the settlement thereof in cash.





17.11  **Reservation
      of Shares.** The
      Corporation will at all times reserve and keep available such number of Shares
      as shall be sufficient to satisfy the requirements of the Plan.





17.12  **Indemnification.** In
      addition to such other rights of indemnification as they may have as members
      of
      the Board, the members of the Board and of the Committee shall be indemnified
      by
      the Corporation against all costs and expenses reasonably incurred by them
      in
      connection with any action, suit or proceeding to which they or any of them
      may
      be party by reason of any action taken or failure to act under or in connection
      with the Plan or any Option or Incentive Award, and against all amounts paid
      by
      them in settlement thereof (provided such settlement is approved by independent
      legal counsel selected by the Corporation) or paid by them in satisfaction
      of a
      judgment in any such action, suit or proceeding, except a judgment based upon
      a
      finding of bad faith; provided that upon the institution of any such action,
      suit or proceeding a Board member or Committee member shall, in writing, give
      the Corporation notice thereof and an opportunity, at its own expense, to handle
      and defend the same before such Board member or Committee member undertakes
      to
      handle and defend it on his own behalf.





17.13  **Gender.** For
      purposes of this Plan, words used in the masculine gender shall include the
      feminine and neuter, and the singular shall include the plural and vice versa,
      as appropriate.





17.14  **Use
      of Proceeds.** Any cash
      proceeds received by the Corporation from the sale of Common Shares under the
      Plan shall be used for general corporate purposes.




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17.15  **Regulatory
      Approvals.**





(a)  The
      implementation of the Plan, the granting of any awards under the Plan and the
      issuance of any Common Shares shall be subject to the Corporation's procurement
      of all approvals and permits required by regulatory authorities having
      jurisdiction over the Plan, the awards granted under it and the Common Shares
      issued pursuant to it.





(b)  No
      Common
      Shares or other assets shall be issued or delivered under this Plan unless
      and
      until there shall have been compliance with all applicable requirements of
      federal and state securities laws, including the filing and effectiveness of
      a
      Form S-8 registration statement for the Common Shares issuable under the Plan
      if
      approved to be filed by the Board at its sole discretion, and all applicable
      listing requirements of any securities exchange on which the Common Shares
      are
      then listed for trading.





17.16  **Other
      Tax Matters.** Reference herein to the Code and any described tax consequences related to
      the
      Plan or the granting or exercise of an award hereunder pertain only to those
      persons (including the Corporation) subject to the tax laws of the United States
      of America or any state or territory thereof and include all amendments to
      the
      Code enacted hereafter.





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