EXHIBIT 10.5

                                COMPUPRINT, INC.
                            2005 STOCK INCENTIVE PLAN
                           Adopted: December 29, 2005
                      [Subject to approval by Stockholders]
                       Termination Date: December 28, 2015


1.  Purpose

The purposes of the CompuPrint, Inc. 2005 Stock Incentive Plan (the "Plan") are
to: attract and retain Employees by providing compensation opportunities that
are competitive with other companies; provide incentives to those Employees who
contribute significantly to the long-term performance and growth of the Company
and its Subsidiaries; and align Employees' long-term financial interests with
those of the Company's stockholders.

2.  Effective Date

The effective date of this Plan is December 29, 2005, but no Award shall be
exercised unless and until the Plan has been approved by the stockholders of the
Company, which approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.

3.  Definitions

"Award" shall mean an Option, SAR or other form of Stock Award granted under the
Plan.

"Award Agreement" shall mean the paper or electronic document evidencing an
Award granted under the Plan.

"Board" shall mean the Board of Directors of the Company.

"Change of Control" shall have the meaning set forth in Section 13.

"Code" shall mean the Internal Revenue Code of 1986, as amended, including any
rules and regulations promulgated thereunder.

"Committee" shall mean the Compensation Committee of the Board. If the Company's
securities are listed on a national securities exchange or a quotation system of
a registered securities association, if and to the extent required the rules of
such exchange or association, or if otherwise required by federal securities
laws, the members of the Compensation Committee shall satisfy the requirements
of Rule 16b-3 of the 1934 Act and who shall also qualify, and remain qualified,
as "outside directors," as defined in Section 162(m) of the Code. If the Company
does not have a Compensation Committee of the Board, the term "Committee" shall
mean the full Board of Directors.

"Common Stock" shall mean the common stock of the Company, par value $0.0001 per
share.

"Company" shall mean CompuPrint, Inc., a North Carolina corporation, and its
Subsidaries, and, except as otherwise specified in this Plan in a particular
context, any successor thereto, whether by merger, consolidation, purchase of
all or substantially all its assets or otherwise.

"Covered Employee" shall mean "covered employee" as such term is defined in
Section 162(m) of the Code.

"Deferred Stock" shall mean an Award payable in shares of Common Stock at the
end of a specified deferral period that is subject to the terms, conditions and
limitations described or referred to in Section 7(c)(iv) and Section 7(d).

"Employee" shall have the meaning set forth in General Instruction A to the
Registration Statement on Form S-8 promulgated under the Securities Act of 1933,
as amended, or any successor form or statute, as determined by the Committee.

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"Fair Market Value" shall mean, on any given date, in the case of a grant of an
Option or a SAR, the closing price of a share of Common Stock on the New York
Stock Exchange, NASDAQ, AMEX, OTCBB, or on any national securities exchange or
quotation system on which the shares of Common Stock are then listed or quoted
on such date, or, if the Common Stock is not so traded on such day, then on the
next preceding day that the Common Stock was traded.

"ISO" shall mean an incentive stock option as defined in Section 422 of the
Code.

"Nonqualified Stock Option" shall mean an Option that is granted to a
Participant that is not designated as an ISO.

"Option" shall mean the right to purchase a specified number of shares of Common
Stock at a stated exercise price for a specified period of time subject to the
terms, conditions and limitations described or referred to in Section 7(a) and
Section 7(d). The term "Option" as used in this Plan includes the terms
"Nonqualified Stock Option" and "ISO".

"Participant" shall mean an Employee who has been granted an Award under the
Plan.

"Plan Administrator" shall have the meaning set forth in Section 10.

"Restricted Stock" shall mean an Award of Common Stock that is subject to the
terms, conditions, restrictions and limitations described or referred to in
Section 7(c)(iii) and Section 7(d).

"SAR" shall mean a stock appreciation right that is subject to the terms,
conditions, restrictions and limitations described or referred to in Section
7(b) and Section 7(d).

"Section 16(a) Officer" shall mean an Employee who is subject to the reporting
requirements of Section 16(a) of the 1934 Act.

"Stock Award" shall have the meaning set forth in Section 7(c)(i).

"Stock Payment" shall mean a stock payment that is subject to the terms,
conditions and limitations described or referred to in Section 7(c)(ii) and
Section 7(d).

"Stock Unit" shall mean a stock unit that is subject to the terms, conditions
and limitations described or referred to in Section 7(c)(v) and Section 7(d).

"Subsidiary" shall mean any corporation that at the time qualifies as a
subsidiary of the Company under the definition of "subsidiary corporation" in
Section 424(f) of the Code, as amended from time to time. Notwithstanding the
foregoing, the Committee, in its sole and absolute discretion, may determine
that any entity in which the Company has a significant equity or other interest
is a "Subsidiary."

"1934 Act" shall mean the Securities Exchange Act of 1934, as amended, including
the rules and regulations promulgated thereunder and any successor thereto.

4.  The Committee

         (a) Committee Authority. The Committee shall have full and exclusive
power to administer and interpret the Plan, to grant Awards and to adopt such
administrative rules, regulations, procedures and guidelines governing the Plan
and the Awards as it deems appropriate, in its sole discretion, from time to
time. The Committee's authority shall include, but not be limited to, the
authority to (i) determine the type of Awards to be granted under the Plan; (ii)
select Award recipients and determine the extent of their participation; and
(iii) establish all other terms, conditions and limitations applicable to
Awards, Award programs and the shares of Common Stock issued pursuant thereto.
The Committee may accelerate or defer the vesting or payment of Awards, cancel
or modify outstanding Awards, waive any conditions or restrictions imposed with
respect to Awards or the Common Stock issued pursuant to Awards and make any and
all other determinations that it deems appropriate with respect to the
administration of the Plan, subject to the limitations contained in Sections
4(d) and 7(d) and Section 409A of the Code with respect to all Participants, and
subject to the provisions of Section 162(m) of the Code with respect to Covered
Employees.

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         (b) Administration of the Plan. The administration of the Plan shall be
managed by the Committee. The Committee shall have the power to prescribe and
modify, as necessary, the form of Award Agreement, to correct any defect, supply
any omission or clarify any inconsistency in the Plan and/or in any Award
Agreement and to take such actions and make such administrative determinations
that the Committee deems appropriate in its sole discretion. Any decision of the
Committee in the administration of the Plan, as described herein, shall be
final, binding and conclusive on all parties concerned, including the Company,
its stockholders and Subsidiaries and all Participants.

         (c) Delegation of Authority. To the extent permitted by applicable law,
the Committee may at any time delegate to one or more officers or directors of
the Company some or all of its authority over the administration of the Plan,
with respect to persons who are not Section 16(a) Officers or Covered Employees.

         (d) Prohibition Against Repricing. Notwithstanding any provision of
this Plan to the contrary, in no event shall (i) any repricing (within the
meaning of U.S. generally accepted accounting principles or any applicable stock
exchange rule) of Awards issued under the Plan be permitted at any time under
any circumstances, or (ii) any new Awards be issued in substitution for
outstanding Awards previously granted to Participants if such action would be
considered a repricing (within the meaning of U.S. generally accepted accounting
principles or any applicable stock exchange rule).

         (e) Indemnification. No member of the Committee nor any other person to
whom any duty or power relating to the administration or interpretation of the
Plan has been delegated shall be personally liable for any action or
determination made with respect to the Plan, except for his or her own willful
misconduct or as expressly provided by statute. The members of the Committee and
its delegates shall be entitled to indemnification and reimbursement from the
Company. In the performance of its functions under the Plan, the Committee (and
each member of the Committee and its delegates) shall be entitled to rely upon
information and advice furnished by the Company's officers, accountants, counsel
and any other party they deem appropriate, and neither the Committee nor any
such person shall be liable for any action taken or not taken in reliance upon
any such advice.

5.  Participation

         (a) Eligible Employees. Subject to Section 7(a)(i), the Committee shall
determine which Employees shall be eligible to receive Awards under the Plan.

         (b) Participation by Subsidiaries. Employees of Subsidiaries may
participate in the Plan upon approval of Awards to such Employees by the
Committee. A Subsidiary's participation in the Plan may be conditioned upon the
Subsidiary's agreement to reimburse the Company for costs and expenses of such
participation, as determined by the Company. The Committee may terminate the
Subsidiary's participation in the Plan at any time and for any reason. If a
Subsidiary's participation in the Plan shall terminate, such termination shall
not relieve it of any obligations theretofore incurred by it under the Plan,
except with the approval of the Committee, and the Committee shall determine, in
its sole discretion, the extent to which Employees of the Subsidiary may
continue to participate in the Plan with respect to previously granted Awards.
Unless the Committee determines otherwise, a Subsidiary's participation in the
Plan upon the sale or disposition of such Subsidiary to any person or entity
that is not directly or indirectly controlled by the Company shall terminate;
provided, however, that such termination shall not relieve such Subsidiary of
any of its obligations to the Company theretofore incurred by it under the Plan,
except with the approval of the Committee. Notwithstanding the foregoing, unless
otherwise specified by the Committee, upon any such Subsidiary ceasing to be
under the direct or indirect control of the Company, the employees of such
Subsidiary shall be deemed to have terminated employment for purposes of the
Plan.

         (c) Participation outside of the United States. In order to facilitate
the granting of Awards to Employees who are foreign nationals or who are
employed outside of the U.S., the Committee may provide for such special terms
and conditions, including, without limitation, substitutes for Awards, as the
Committee may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. The Committee may approve any supplements to,
or amendments, restatements or alternative versions of this Plan as it may
consider necessary or appropriate for the purposes of this Section 5(c) without
thereby affecting the terms of this Plan as in effect for any other purpose, and
the Secretary or other appropriate officer of the Company may certify any such
documents as having been approved and adopted pursuant to properly delegated
authority; provided, that no such supplements, amendments, restatements or
alternative versions shall include any provisions that are inconsistent with the
intent and purpose of this Plan, as then in effect; and further provided that
any such action taken with respect to a Covered Employee shall be taken in
compliance with Section 162(m) of the Code.

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6.  Available Shares of Common Stock

         (a) Shares Subject to the Plan. Common Stock issued pursuant to Awards
granted under the Plan may be shares that have been authorized but unissued, or
have been previously issued and reacquired by the Company, or both. Reacquired
shares may consist of shares purchased in open market transactions or otherwise.
Subject to the following provisions of this Section 6, the maximum aggregate
number of shares of Common Stock that may be issued to Participants pursuant to
Awards granted under the Plan shall be 5 million shares of Common Stock,
provided that not more than 1 million shares may be issued as Awards of
incentive stock options as defined by Section 422 of the Code.

         (a)(1) Evergreen Share Reserve Increase.

                  Notwithstanding Section 6(a) hereof and subject to the
provisions of Section 6(f) relating to adjustments, on the day of each annual
meeting of stockholders of the Company (the "Calculation Date") for a period of
nine (9) years, commencing with the annual meeting of stockholders in 2006, the
aggregate number of shares of Common Stock that is available for issuance under
the Plan shall automatically be increased by that number of shares equal to the
five percent (5%) of the Diluted Shares Outstanding or such lesser number of
shares as determined by the Board.

                  "Diluted Shares Outstanding" shall mean, as of any date, (1)
the number of outstanding shares of Common Stock of the Company on such
Calculation Date, plus (2) the number of shares of Common Stock issuable upon
such Calculation Date assuming the conversion of all outstanding convertible
securities, plus (3) the additional number of dilutive Common Stock equivalent
shares outstanding as the result of any options or warrants outstanding during
the fiscal year, calculated using the treasury stock method.

         (b) Forfeited Awards. Awards or portions of Awards made under the Plan
which, at any time, are forfeited, expire or are canceled or settled without
issuance of shares shall not count towards the maximum number of shares that may
be issued under the Plan as set forth in Section 6(a) and shall be available for
future Awards under the Plan.

         (c) Shares Used to Pay Exercise Price and Taxes. As may be permitted by
the Committee, if a Participant pays the exercise price of an Option by
surrendering previously owned shares, or arranges to have the appropriate number
of shares otherwise issuable upon exercise withheld, and/or surrenders shares or
has shares withheld to cover the withholding tax liability associated with an
Option exercise or vesting of an Award, shares issued in respect of any Award
equal in number to the number of surrendered and/or withheld shares shall not
count towards the maximum number of shares that may be issued under the Plan as
set forth in Section 6(a) and shall be available for future awards under the
Plan.

         (d) Other Items Not Included in Allocation. The maximum number of
shares that may be issued under the Plan as set forth in Section 6(a) shall not
be affected by (i) the payment in cash of dividends or dividend equivalents in
connection with outstanding Awards; (ii) the granting or payment of
stock-denominated Awards that by their terms may be settled only in cash; or
(iii) Awards that are granted through the assumption of, or in substitution for,
outstanding awards previously granted to individuals who have become Employees
as a result of a merger, consolidation, or acquisition or other corporate
transaction involving the Company or a Subsidiary.

         (e) Other Limitations on Shares that May be Granted under the Plan.
Subject to Section 6(f), the aggregate number of shares of Common Stock that may
be granted to any single individual during any calendar year in the form of
Options and/or SARs shall not exceed 1 million.

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         (f) Adjustments. In the event of any change in the Company's capital
structure on account of any extraordinary dividend, stock dividend, stock split,
reverse stock split, combination or exchange of equity securities, merger,
consolidation, recapitalization, reorganization, divestiture or other
distribution (other than ordinary cash dividends) of assets to stockholders, or
any other similar event affecting the Company's capital structure, the Committee
may make such adjustments as it may deem appropriate to (i) the maximum number
of shares of Common Stock that may be issued under the Plan as set forth in
Section 6(a); (ii) to the extent permitted under Section 162(m) of the Code, the
maximum number of shares that may be granted pursuant to Section 6(e); (iii) the
number or kind of shares subject to an outstanding Award; (iv) subject to the
limitation contained in Section 4(d), the exercise price applicable to an
outstanding Award; and/or (v) any measure of performance that relates to an
outstanding Award in order to reflect such change in the Common Stock. Any
adjustment to ISOs under this Section 6(f) shall be made only to the extent not
constituting a "modification" within the meaning of Section 424(h)(3) of the
Code, and any adjustments under this Section 6(f) shall be made in a manner that
does not adversely affect the exemption provided pursuant to Rule 16b-3 under
the 1934 Act. With respect to Awards subject to Section 409A of the Code, any
adjustments or substitutions under this Section 6(f) shall conform to the
requirements of Section 409A of the Code. Furthermore, with respect to Awards
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code, such adjustments or substitutions shall be made only to the extent
that the Committee determines that such adjustments or substitutions may be made
without causing the Company to be denied a tax deduction on account of Section
162(m) of the Code. The Company shall give each Participant notice of an
adjustment or substitution hereunder and, upon notice, such adjustment or
substitution shall be conclusive and binding for all purposes.

7.  Awards Under The Plan

Awards under the Plan may be granted as Options, SARs or Stock Awards, as
described below. Awards may be granted singly, in combination or in tandem as
determined by the Committee, in its sole discretion.

         (a) Options. Options granted under the Plan may be Nonqualified Stock
Options or ISOs or any other type of stock option permitted under the Code.
Options shall expire after such period, not to exceed ten (10) years, as may be
determined by the Committee. If an Option is exercisable in installments, such
installments or portions thereof that become exercisable shall remain
exercisable until the Option expires or is otherwise canceled pursuant to its
terms. Except as otherwise provided in Sections 7(a) and (d), Awards of
Nonqualified Stock Options shall be subject to the terms, conditions,
restrictions, and limitations determined by the Committee, in its sole
discretion, from time to time.

                  (i) ISOs. The terms and conditions of any ISOs granted
         hereunder shall be subject to the provisions of Section 422 of the Code
         and, and except as provided in Section 7(d), the terms, conditions,
         limitations and administrative procedures established by the Committee,
         from time to time in accordance with the Plan. At the discretion of the
         Committee, ISOs may be granted to any employee of the Company and its
         parent or any subsidiary of the Company, as such terms are defined in
         Sections 424(e) and (f) of the Code.

                  (ii) Reload Options. No Reload Options shall be granted.

                  (iii) Exercise Price. The Committee shall determine the
         exercise price per share for each Option, which shall not be less than
         100% of the Fair Market Value at the time of grant.

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                  (iv) Exercise of Options. Upon satisfaction of the applicable
         conditions relating to vesting and exercisability, as determined by the
         Committee, and upon payment in full of the exercise price and
         applicable taxes due, the Participant shall be entitled to exercise the
         Option and receive the number of shares of Common Stock issuable in
         connection with the Option exercise. The shares issued in connection
         with the Option exercise may be subject to such conditions and
         restrictions as the Committee may determine, from time to time. The
         exercise price of an Option and applicable withholding taxes relating
         to an Option exercise may be paid by methods permitted by the Committee
         from time to time including, but not limited to, (1) a cash payment in
         U.S. dollars; (2) tendering (either actually or by attestation) shares
         of Common Stock owned by the Participant for at least six (6) months,
         valued at the fair market value at the time of exercise; (3) arranging
         to have the appropriate number of shares of Common Stock issuable upon
         the exercise of an Option withheld or sold; or (4) any combination of
         the above. Additionally, the Committee may provide that an option may
         be "net exercised", meaning that upon the exercise of an Option or any
         portion thereof, the Company shall deliver the greatest number of whole
         shares of Common Stock having a fair market value on the date of
         exercise not in excess of the difference between the aggregate fair
         market value of the shares of Common Stock subject to the Option (or
         the portion of such Option then being exercised) and the aggregate
         exercise price for all such shares of Common Stock under the Option (or
         the portion thereof then being exercised), with any fractional share
         that would result from such equation to be payable in cash.

                  (v) ISO Grants to 10% Stockholders. Notwithstanding anything
         to the contrary in this Section 7(a), if an ISO is granted to a
         Participant who owns stock representing more than ten percent of the
         voting power of all classes of stock of the Company or of a subsidiary
         or parent, as such terms are defined in Section 424(e) and (f) of the
         Code, the term of the Option shall not exceed five (5) years from the
         time of grant of such Option and the exercise price shall be at least
         110 percent (110%) of the Fair Market Value (at the time of grant) of
         the Common Stock subject to the Option.

                  (vi) $100,000 Per Year Limitation for ISOs. To the extent the
         aggregate Fair Market Value (determined at the time of grant) of the
         Common Stock for which ISOs are exercisable for the first time by any
         Participant during any calendar year (under all plans of the Company)
         exceeds $100,000, such excess ISOs shall be treated as Nonqualified
         Stock Options.

                  (vii) Disqualifying Dispositions. Each Participant awarded an
         ISO under the Plan shall notify the Company in writing immediately
         after the date he or she makes a disqualifying disposition of any
         shares of Common Stock acquired pursuant to the exercise of such ISO.
         Such notice shall be in writing and directed to the Secretary of the
         Company. A disqualifying disposition is any disposition (including any
         sale) of such Common Stock before the later of (i) two years after the
         time of grant of the ISO or (ii) one year after the date the
         Participant acquired the shares of Common Stock by exercising the ISO.
         The Company may, if determined by the Committee and in accordance with
         procedures established by it, retain possession of any shares of Common
         Stock acquired pursuant to the exercise of an ISO as agent for the
         applicable Participant until the end of the period described in the
         preceding sentence, subject to complying with any instructions from
         such Participant as to the sale of such Stock.

         (b) Stock Appreciation Rights. A SAR represents the right to receive a
payment in cash, Common Stock, or a combination thereof, in an amount equal to
the excess of the fair market value of a specified number of shares of Common
Stock at the time the SAR is exercised over the exercise price of such SAR which
shall be no less than 100% of the Fair Market Value of the same number of shares
at the time the SAR was granted. Any such substitution of a SAR for an Option
granted to a Covered Employee may only be made in compliance with the provisions
of Section 162(m) of the Code. Except as otherwise provided in Section 7(d),
Awards of SARs shall be subject to the terms, conditions, restrictions and
limitations determined by the Committee, in its sole discretion, from time to
time; provided, however, that no Participant who is subject to United States
federal income tax shall be awarded a SAR unless the Committee determines that
such SAR does not provide for the deferral of compensation within the meaning of
Section 409A of the Code. Stock appreciation rights may not be exercisable later
than ten (10) years after their date of grant.

         (c) Stock Awards.

                  (i) Form of Awards. The Committee may grant Awards ("Stock
         Awards") that are payable in shares of Common Stock or denominated in
         units equivalent in value to shares of Common Stock or are otherwise
         based on or related to shares of Common Stock, including, but not
         limited to, Awards of Restricted Stock, Deferred Stock and Stock Units.
         Except as otherwise provided in Section 7(d), Stock Awards shall be
         subject to such terms, conditions, restrictions and limitations as the
         Committee may determine to be applicable to such Stock Awards, in its
         sole discretion, from time to time.

                  (ii) Stock Payment. If not prohibited by applicable law and to
         the extent allowed by Section 7(d) of the Plan, the Committee may issue
         unrestricted shares of Common Stock, alone or in tandem with other
         Awards, in such amounts and subject to such terms and conditions as the
         Committee shall from time to time in its sole discretion determine. A
         Stock Payment under the Plan may be granted as, or in payment of, a
         bonus (including without limitation any compensation that is intended
         to qualify as performance-based compensation for purposes of Section
         162(m) of the Code), or to provide incentives or recognize special
         achievements or contributions. Any shares of Common Stock used for such
         payment may be valued at a fair market value at the time of payment as
         determined by the Committee in its sole discretion.

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                  (iii) Restricted Stock. Except as otherwise provided in
         Section 7(d), Awards of Restricted Stock shall be subject to the terms,
         conditions, restrictions, and limitations determined by the Committee,
         in its sole discretion, from time to time. The number of shares of
         Restricted Stock allocable to an Award under the Plan shall be
         determined by the Committee in its sole discretion.

                  (iv) Deferred Stock. Except as otherwise provided in Section
         7(d), Awards of Deferred Stock shall be subject to the terms,
         conditions, restrictions and limitations determined by the Committee,
         in its sole discretion, from time to time. A Participant who receives
         an Award of Deferred Stock shall be entitled to receive the number of
         shares of Common Stock allocable to his or her Award, as determined by
         the Committee in its sole discretion, from time to time, at the end of
         a specified deferral period determined by the Committee. Awards of
         Deferred Stock represent only an unfunded, unsecured promise to deliver
         shares in the future and do not give Participants any greater rights
         than those of an unsecured general creditor of the Company.

                  (v) Stock Units. A Stock Unit is an Award denominated in
         shares of Common Stock that may be settled either in shares of Common
         Stock or in cash, in the discretion of the Committee, and, except as
         otherwise provided in Section 7(d), shall be subject to such other
         terms, conditions, restrictions and limitations determined by the
         Committee from time to time in its sole discretion.

         (d) Minimum Vesting. Notwithstanding any provision of this Plan to the
contrary and except as provided in this Section 7(d), Section 7(a)(ii), Section
7(e) and Section 13, Awards shall not vest more slowly than ratably over a
five-year period and shall not vest more rapidly than ratably over a one-year
period; provided, however, that (i) the Committee may, in its sole discretion,
provide for a different vesting period as the Committee may deem appropriate;
(ii) the Company may, in its sole discretion, provide for accelerated vesting of
any such Award on account of a Participant's retirement, death, disability,
leave of absence, termination of employment, the sale or other disposition of a
Participant's employer or any other similar event, and (iii) the Committee may,
in its sole discretion, provide for accelerated vesting of any such Award upon
the achievement of performance criteria specified by the Committee, as provided
in Section 7(e), related to a period of performance of not less than one year.

         (e) Performance Criteria. At the discretion of the Committee, awards
may be made subject to or may vest on an accelerated basis upon the achievement
of performance criteria related to a period of performance of not less than one
year, which may be established on a Company-wide basis or with respect to one or
more business units or divisions or Subsidiaries and may be based upon the
attainment of criteria as may be determined by the Committee. The performance
goals may be based upon one or more of the following criteria: (i) income before
or after taxes (including income before interest, taxes, depreciation and
amortization); (ii) earnings per share; (iii) return on common equity; (iv)
expense management; (v) return on investment; (vi) stock price; (vii) revenue
growth; (viii) efficiency ratio; (ix) credit quality; (x) ratio of
non-performing assets to performing assets; (xi) shareholder value added; (xii)
return on assets; and (xiii) profitability or performance of identifiable
business units. In addition, to the degree consistent with Section 162(m) of the
Code (or any successor section thereto), the performance goals may be calculated
without regard to extraordinary items. When establishing performance criteria
for any performance period, the Committee may exclude any or all "extraordinary
items" as determined under U.S. generally accepted accounting principles
including, without limitation, the charges or costs associated with
restructurings of the Company or any Subsidiary, discontinued operations, other
unusual or non-recurring items, and the cumulative effects of accounting
changes. The Committee may also adjust the performance criteria for any
performance period as it deems equitable in recognition of unusual or
non-recurring events affecting the Company, changes in applicable tax laws or
accounting principles, or such other factors as the Committee may determine. The
Committee shall determine whether, with respect to a performance period, the
applicable performance goals have been met with respect to a given Participant
and, if they have, to so certify and ascertain the amount of the applicable
Award. No performance-based Awards will be paid for such performance period
until the Committee makes such certification. The amount of the
Performance-Based Award actually paid to a given Participant may be less than
the amount determined by the applicable performance goal formula, at the
discretion of the Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period.

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         (f) Employee Status. For purposes of determining the applicability of
Section 422 of the Code (relating to ISOs), or in the event that the terms of
any Option provide that it may be exercised only during employment or within a
specified period of time after termination of employment, the Committee may
decide to what extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment.

                  In the event that the terms of any Stock Award or the grant of
any Option provide that shares may be issued or become transferable and
nonforfeitable thereunder only after completion of a specified period of
employment, the Committee may decide in each case to what extent leaves of
absence for governmental or military service, illness, temporary disability, or
other reasons shall not be deemed interruptions of continuous employment.

8.  Forfeiture Provisions Following a Termination of Employment

In any instance where the rights of a Participant with respect to an Award
extend past the date of termination of a Participant's employment, all of such
rights shall terminate and be forfeited, if, in the determination of the
Committee, the Participant, at any time subsequent to his or her termination of
employment engages, directly or indirectly, either personally or as an employee,
agent, partner, stockholder, officer or director of, or consultant to, any
entity or person engaged in any business in which the Company or its affiliates
is engaged, in conduct that breaches any obligation or duty of such Participant
to the Company or a Subsidiary or that is in material competition with the
Company or a Subsidiary or is materially injurious to the Company or a
Subsidiary, monetarily or otherwise, which conduct shall include, but not be
limited to, (i) disclosing or misusing any confidential information pertaining
to the Company or a Subsidiary; (ii) any attempt, directly or indirectly to
induce any employee or agent of the Company or any Subsidiary to be employed or
perform services elsewhere or (iii) any attempt by a Participant directly or
indirectly to solicit the trade of any customer or supplier or prospective
customer or supplier of the Company or any Subsidiary or (iv) disparaging the
Company, any Subsidiary or any of their respective officers or directors. The
Committee shall make the determination of whether any conduct, action or failure
to act falls within the scope of activities contemplated by this Section 8, in
its sole discretion. For purposes of this Section 8, a Participant shall not be
deemed to be a stockholder of a competing entity if the Participant's record and
beneficial ownership amount to not more than one percent (1%) of the outstanding
capital stock of any company subject to the periodic and other reporting
requirements of the 1934 Act.

9.  Dividends and Dividend Equivalents

The Committee may, in its sole discretion, provide that Stock Awards shall earn
dividends or dividend equivalents. Such dividends or dividend equivalents may be
paid currently or may be credited to an account maintained on the books of the
Company. Any payment or crediting of dividends or dividend equivalents will be
subject to such terms, conditions, restrictions and limitations as the Committee
may establish, from time to time, in its sole discretion, including, without
limitation, reinvestment in additional shares of Common Stock or common share
equivalents. Any shares purchased by or on behalf of Participants in a dividend
reinvestment program established under the Plan shall not count towards the
maximum number of shares that may be issued under the Plan as set forth in
Section 6(a), provided that such shares are purchased in open-market
transactions or are treasury shares purchased directly from the Company at fair
market value at the time of purchase. Unless the Committee determines otherwise,
Section 16(a) Officers may not participate in dividend reinvestment programs
established under the Plan.

10.  Voting

The Committee shall determine whether a Participant shall have the right to
direct the vote of shares of Common Stock allocated to a Stock Award. If the
Committee determines that an Award shall carry voting rights, the shares
allocated to such Award shall be voted by such person as the Committee may
designate (the "Plan Administrator") in accordance with instructions received
from Participants (unless to do so would constitute a violation of fiduciary
duties or any applicable exchange rules). Shares subject to Awards as to which
no instructions are received shall be voted by the Plan Administrator
proportionately in accordance with instructions received from Participants
(unless to do so would constitute a violation of fiduciary duties or any
applicable exchange rules).

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11.  Payments and Deferrals

Payment of vested Awards may be in the form of cash, Common Stock or
combinations thereof as the Committee shall determine, subject to such terms,
conditions, restrictions and limitations as it may impose. The Committee may (i)
postpone the exercise of Options or SARs (but not beyond their expiration
dates), (ii) require or permit Participants to elect to defer the receipt or
issuance of shares of Common Stock pursuant to Awards or the settlement of
Awards in cash under such rules and procedures as it may establish, in its
discretion, from time to time, (iii) provide for deferred settlements of Awards
including the payment or crediting of earnings on deferred amounts, or the
payment or crediting of dividend equivalents where the deferred amounts are
denominated in common share equivalents, (iv) stipulate in any Award Agreement,
either at the time of grant or by subsequent amendment, that a payment or
portion of a payment of an Award be delayed in the event that Section 162(m) of
the Code (or any successor or similar provision of the Code) would disallow a
tax deduction by the Company for all or a portion of such payment; provided,
that the period of any such delay in payment shall be until the payment, or
portion thereof, is tax deductible, or such earlier date as the Committee shall
determine in its sole discretion. Notwithstanding the forgoing, the Committee
shall not take any action described in the preceding sentence unless it
determines that such action will not result in any adverse tax consequences for
any Participant under Section 409A of the Code without the express written
consent of the affected Participant.

12.  Nontransferability

Awards granted under the Plan, and during any period of restriction on
transferability, shares of Common Stock issued in connection with the exercise
of an Option or a SAR, may not be sold, pledged, hypothecated, assigned,
margined or otherwise transferred in any manner other than by will or the laws
of descent and distribution, unless and until the shares underlying such Award
have been issued, and all restrictions applicable to such shares have lapsed or
have otherwise been waived by the Committee. No Award or interest or right
therein shall be subject to the debts, contracts or engagements of a Participant
or his or her successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of
law, by judgment, lien, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy and divorce), and any attempted
disposition thereof shall be null and void, of no effect, and not binding on the
Company in any way. Notwithstanding the foregoing, the Committee may, in its
sole discretion, permit (on such terms, conditions and limitations as it may
establish) Nonqualified Stock Options and/or shares issued in connection with an
Option or a SAR exercise that are subject to restrictions on transferability, to
be transferred one time to a member of a Participant's immediate family or to a
trust or similar vehicle for the benefit of a Participant's immediate family
members. During the lifetime of a Participant, all rights with respect to Awards
shall be exercisable only by such Participant or, if applicable pursuant to the
preceding sentence, a permitted transferee.

13.  Change of Control

         (a) Notwithstanding any provision of this Plan to the contrary, the
Committee may, in its sole discretion, at the time an Award is made hereunder or
at any time prior to, coincident with or after the time of a Change of Control:

                  (i) provide for the acceleration of any time periods relating
         to the vesting, exercise, payment or distribution of such Awards so
         that such Awards may be vested, exercised, paid or distributed in full
         on or before a date fixed by the Committee;

                  (ii) provide for the purchase of such Awards, upon the
         Participant's request, for an amount of cash equal to the amount that
         could have been obtained upon the exercise, payment or distribution of
         such rights had such Awards been currently exercisable or payable;

                  (iii) provide for the termination of any then outstanding
         Awards or make any other adjustment to the Awards then outstanding as
         the Committee deems necessary or appropriate to reflect such
         transaction or change; or

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<PAGE>

                  (iv) cause the Awards then outstanding to be assumed, or new
         rights substituted therefore, by the surviving corporation in such
         change.

         (b) A "Change of Control" shall be deemed to occur if and when:

                  (i) any person, including a "person" as such term is used in
         Section 14(d)(2) of the 1934 Act (a "Person"), is or becomes a
         beneficial owner (as such term is defined in Rule 13d-3 under the Act),
         directly or indirectly, of securities of the Company representing 25
         percent (25%) or more of the combined voting power of the Company's
         then outstanding securities;

                  (ii) any plan or proposal for the dissolution or liquidation
         of the Company is adopted by the stockholders of the Company;

                  (iii) individuals who, as of the effective date of the Plan,
         constitute the Board (the "Incumbent Board") cease for any reason to
         constitute at least a majority of the Board; provided, however, that
         any individual becoming a director subsequent to the effective date of
         this Plan whose election, or nomination for election by the Company's
         stockholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board shall be considered as
         though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of either an actual or
         threatened election contest (as such terms are used in Rule 14a-11 of
         Regulation 14A promulgated under the Act) or other actual or threatened
         solicitation of proxies or consents by or on behalf of a Person other
         than the Board;

                  (iv) all or substantially all of the assets of the Company are
         sold, transferred or distributed; or

                  (v) there occurs a reorganization, merger, consolidation or
         other corporate transaction involving the Company (a "Transaction"), in
         each case, with respect to which the stockholders of the Company
         immediately prior to such Transaction do not, immediately after the
         Transaction, own more than 50 percent (50%) of the combined voting
         power of the Company or other corporation resulting from such
         Transaction in substantially the same respective proportions as such
         stockholders' ownership of the voting power of the Company immediately
         before such Transaction.

Should any event constitute a Change of Control for purposes of the Plan, but
not constitute a change of control within the meaning of Section 409A of the
Code, if necessary to avoid adverse tax consequences to any Participant, no
payment or distribution shall be made to any affected Participant by reason of
such Change of Control without the express written consent of the affected
Participant.

14.  Award Agreements

Each Award under the Plan shall be evidenced by an Award Agreement that sets
forth the terms, conditions, restrictions and limitations applicable to the
Award, including, but not limited to, the provisions governing vesting,
exercisability, payment, forfeiture, and termination of employment, all or some
of which may be incorporated by reference into one or more other documents
delivered or otherwise made available to Participant in connection with an
Award. The Committee need not require the execution of such document by the
Participant, in which case acceptance of the Award by the Participant shall
constitute agreement by the Participant to the terms, conditions, restrictions
and limitations set forth in the Plan and the Award Agreement as well as the
administrative guidelines and practices of the Company in effect from time to
time.

15.  Tax Withholding

The Company and its Subsidiaries shall have the right to require payment of, or
may deduct from any payment made under the Plan or otherwise to a Participant,
or may permit shares to be tendered or sold, including shares of Common Stock
delivered or vested in connection with an Award, in an amount sufficient to
cover withholding of any federal, state, local, foreign or other governmental
taxes or charges required by law or such greater amount of withholding as the
Committee shall determine from time to time and to take such other action as may
be necessary to satisfy any such withholding obligations. The value of any
shares allowed to be withheld or tendered for tax withholding may not exceed the
amount allowed consistent with fixed plan accounting in accordance with U.S.
generally accepted accounting principles, to the extent applicable. It shall be
a condition to the obligation of the Company to issue Common Stock upon the
exercise of an Option or a SAR that the Participant pay to the Company, on
demand, such amount as may be requested by the Company for the purpose of
satisfying any tax withholding liability. If the amount is not paid, the Company
may refuse to issue shares.

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<PAGE>

16.  Other Benefit and Compensation Programs

Awards received by Participants under the Plan shall not be deemed a part of a
Participant's regular, recurring compensation for purposes of calculating
payments or benefits from any Company benefit plan or severance program unless
specifically provided for under the plan or program. Unless specifically set
forth in an Award Agreement, Awards under the Plan are not intended as payment
for compensation that otherwise would have been delivered in cash.

17.  Unfunded Plan

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

18.  Expenses of the Plan

The expenses of the administration of the Plan shall be borne by the Company and
its Subsidiaries. The Company may require Subsidiaries to pay for the Common
Stock issued under the Plan.

19.  Rights as a Stockholder

Unless the Committee determines otherwise, a Participant shall not have any
rights as a stockholder with respect to shares of Common Stock covered by an
Award until the date the Participant becomes the holder of record with respect
to such shares. No adjustment will be made for dividends or other rights for
which the record date is prior to such date, except as provided in Section 9.

20.  Future Rights

No Employee shall have any claim or right to be granted an Award under the Plan.
There shall be no obligation of uniformity of treatment of Employees under the
Plan. The Company and its Subsidiaries may adopt other compensation programs,
plans or arrangements as it deems appropriate or necessary. The adoption of the
Plan shall not confer upon any Employee any right to employment or continued
employment in any particular position or at any particular rate of compensation,
nor shall it interfere in any way with the right of the Company or a Subsidiary
to terminate the employment of its Employees at any time, free from any claim or
liability under the Plan.

21.  Amendment and Termination

The Plan may be amended, suspended or terminated at any time by the Board,
provided that no amendment shall be made without stockholder approval, if
stockholder approval is required under then applicable law, including any
applicable tax, stock exchange or accounting rules, and further provided that no
amendment to the Plan shall violate the prohibition on repricing contained in
Section 4(d). With respect to Awards subject to Section 409A of the Code, unless
the Committee determines otherwise, any amendment, suspension or termination of
the Plan shall conform to the requirements of Section 409A of the Code. No
termination, suspension or amendment of the Plan shall adversely affect the
right of any Participant with respect to any Award theretofore granted, as
determined by the Committee, without such Participant's written consent. Unless
terminated earlier by the Board, the Plan will terminate on December 28, 2015.

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<PAGE>

22.  Successors and Assigns

The Plan and Awards made thereunder shall be binding on all successors and
assigns of the Company and each Participant, including, without limitation, the
estate of such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Participant's creditors.

23.  Governing Law

The Plan and all agreements entered into under the Plan shall be construed in
accordance with and governed by the laws of the state of the Company's
incorporation, without reference to such state's principles of conflict of laws.

24. Rules of Construction. Headings are given to the sections of this Plan
solely as a convenience to facilitate reference. The reference to any statute,
regulation, or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.

25. Compliance with Law and Approval of Regulatory Bodies. No Option shall be
exercisable, no Common Stock shall be issued, no certificates for shares of
Common Stock shall be delivered, and no payment shall be made under this Plan
except in compliance with all applicable federal and state laws and regulations
(including, without limitation, withholding tax requirements), any listing
agreement to which the Company is a party, and the rules of all domestic stock
exchanges on which the Company's shares may be listed. The Company shall have
the right to rely on an opinion of its counsel as to such compliance. Any share
certificate issued to evidence Common Stock when a Stock Award is granted or for
which an Option is exercised may bear such legends and statements as the
Committee may deem advisable to assure compliance with federal and state laws
and regulations. No Common Stock shall be issued, no certificate for shares
shall be delivered and no payment shall be made under this Plan until the
Company has obtained such consent or approval as the Committee may deem
advisable from regulatory bodies having jurisdiction over such matters.


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