EX-10.90







	 	 	 	Exhibit 10.90





HALO TECHNOLOGY HOLDINGS




2005 EQUITY INCENTIVE PLAN




WHEREAS, Warp Technology Holdings, Inc. operating under the trade name HALO TECHNOLOGY HOLDINGS
(the “Company” or “Halo Technology Holdings) desires to have the ability to award certain
equity-based benefits to certain of the employees, consultants and directors of the Company and its
affiliates;



NOW, THEREFORE, the Halo Technology Holdings 2005 Equity Incentive Plan is hereby adopted under the
following terms and conditions:



1. Purpose. The Plan is intended to provide a means whereby the Company may
grant ISOs to employees, and grant NQSOs, Restricted Stock, Restricted Stock Units, Stock
Appreciation Rights, Performance Stock, Contract Stock, Bonus Stock and Dividend Equivalent Rights
to employees, consultants and directors. Thereby, the Company expects to attract and retain such
individuals and to motivate them to exercise their best efforts on behalf of the Company and its
affiliates.



2. Definitions



(a) “Award” shall mean ISOs, NQSOs, Restricted Stock, Restricted Stock
Units, Stock Appreciation Rights, Performance Stock, Contract Stock, Bonus Stock and/or Dividend
Equivalent Rights awarded by the Committee to a Participant.



(b) “Award Agreement” shall mean a written document evidencing the grant of
an Award, as described in Section 10.1.



(c) “Board” shall mean the Board of Directors of the Company.



(d) “Bonus Stock” shall mean an Award that entitles the recipient to receive
Shares without payment, as a bonus.



(e) “Cause” shall mean the Company or an affiliate having cause to terminate
a Participant’s employment or service under any existing employment or any other agreement between
the Participant and the Company or an affiliate or, in the absence of such an agreement, upon (i)
the determination by the Committee that the Participant has ceased to perform his duties to the
Company or an affiliate (other than as a result of his incapacity due to physical or mental illness
or injury), which failure amounts to an intentional and extended neglect of his duties to such
party, (ii) the Committee’s determination that the Participant has engaged or is about to engage in
conduct materially injurious to the Company or an affiliate or (iii) the Participant having been
convicted of a felony.



(f) “Code” shall mean the Internal Revenue Code of 1986, as amended.



(g) “Committee” shall mean the Company’s Compensation Committee of the
Board, which shall consist solely of not fewer than two directors of the Company who shall be
appointed by, and serve at the pleasure of, the Board (taking into consideration the rules under
section 16(b) of the Exchange Act and the requirements of section 162(m) of the Code).



(h) “Company” shall mean Warp Technology Holdings, Inc., operating under the
trade name Halo Technology Holdings, a Nevada corporation.



(i) “Contract Date” shall mean the date specified in the Award Agreement on
which a Participant is entitled to receive Contract Stock, provided he or she is still providing
services to the Company or an affiliate on such date.



(j) “Contract Stock” shall mean an Award that entitles the recipient to
receive unrestricted Shares, without payment, if the recipient is still providing services to the
Company or a Related Corporation as of a future date specified in the Award Agreement.



(k) “Disability” shall mean separation from service as a result of a
Participant’s “permanent and total disability,” as defined in section 22(e)(3) of the Code.



(l) “Dividend Equivalent Right” shall mean an Award that entitles the
recipient to receive a benefit in lieu of cash dividends that would have been payable on any or all
Shares subject to another Award granted to the Participant had such Shares been outstanding.



(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.



(n) “Fair Market Value” shall mean the following, arrived at by a good faith
determination of the Committee:



(1) if there are sales of Shares on a national securities exchange or in an
over-the-counter market on the date of grant (or on such other date as value must be determined),
then the mean between the highest and lowest quoted selling price on such date; or



(2) if there are no such sales of Shares on the date of grant (or on such other date
as value must be determined) but there are such sales on dates within a reasonable period both
before and after such date, the weighted average of the means between the highest and lowest
selling price on the nearest date before and the nearest date after such date on which there were
such sales; or



(3) if actual sales are not available during a reasonable period beginning before
and ending after the date of grant (or on such other date as value must be determined), then the
mean between the bid and asked price on such date as reported by the National Quotation Bureau; or



(4) if paragraphs (1) through (3) above are not applicable, or if the Committee
determines another method to be more appropriate (consistent with applicable regulations and the
Code), then such other method of determining fair market value as shall be adopted by the
Committee.



Where the Fair Market Value of Shares is determined under paragraph (2) above, the average of
the quoted closing prices on the nearest date before and the nearest date after the last business
day before the specified date shall be weighted inversely by the respective numbers of trading days
between the dates of reported sales and such date (i.e., the valuation date), in accordance with
Treas. Reg. §20.2031-2(b)(1) or any successor thereto.



(o) “ISO” shall mean an Option which, at the time such Option is granted
under the Plan, qualifies as an incentive stock option within the meaning of section 422 of the
Code, unless the Award Agreement states that the Option will not be treated as an ISO.



(p) “More-Than-10-Percent Shareholder” shall mean any individual who at the
time of grant owns, directly or indirectly, or is deemed to own by reason of the attribution rules
of section 424(d) of the Code, Shares possessing more than 10 percent of the total combined voting
power of all classes of Shares of the Company or of a Related Corporation.



(q) “NQSO” shall mean an Option that, at the time such Option is granted to
a Participant does not meet the definition of an ISO, whether or not it is designated as a
nonqualified stock option in the Award Agreement.



(r) “Option” is an Award entitling the Participant on exercise thereof to
purchase Shares at a specified exercise price.



(s) “Participant” shall mean an employee, consultant or director of the
Company or an affiliate who has been granted an Award under the Plan.



(t) “Performance Stock” shall mean an Award that entitles the recipient to
receive Shares, cash equal to the Fair Market Value of such Shares, or a combination thereof, as
set forth in the Award Agreement without payment, following the attainment of designated
Performance Goals.



(u) “Performance Goals” shall mean goals deemed by the Committee to be
important to the success of the Company or any of its Related Corporations and established with
respect to an Award of Performance Stock. In creating these measures, the Committee shall use one
or more of the following business criteria: return on assets, return on net assets, asset
turnover, return on equity, return on capital, market price appreciation of Shares, economic value
added, total stockholder return, net income, pre-tax income, earnings per share, operating profit
margin, net income margin, sales margin, cash flow, market share, inventory turnover, sales growth,
net revenue per shipment, net revenue growth, capacity utilization, increase in customer base,
environmental health and safety, diversity, and/or quality. The business criteria may be expressed
in absolute terms or relative to the performance of other companies or an index.



(v) “Plan” shall mean the Halo Technology Holdings 2005 Equity Incentive
Plan, as set forth herein and as it may be amended from time to time.



(w) “Related Corporation” shall mean either a “subsidiary corporation” of
the Company (if any), as defined in section 424(f) of the Code, or the “parent corporation” of the
Company (if any), as defined in section 424(e) of the Code.



(x) “Restricted Stock” shall mean an Award that grants the recipient Shares
at no cost but subject to whatever restrictions are determined by the Committee.



(y) “Restricted Stock Unit” shall mean an Award that entitles the recipient
to one Share, or cash equal to the Fair Market Value of such Share, or a combination thereof, as
set forth in the Award Agreement subject to whatever restrictions are determined by the Committee.



(z) “Securities Act” shall mean the Securities Act of 1933, as amended.



(aa) “Shares” shall mean shares of common stock of the Company, par value
$0.0001 per share.



(bb) “Stock Appreciation Right” shall mean an Award entitling the recipient
upon exercise or vesting an amount, in Shares or cash, determined by reference to appreciation in
Share value.



3. Administration



(a) The Plan shall be administered by the Committee. Each member of the Committee,
while serving as such, shall be deemed to be acting in his or her capacity as a director of the
Company. Acts approved by a majority of the members of the Committee at which a quorum is present,
or acts without a meeting reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee. Any authority of the Committee (except for
the authority described in subsection (b)(1)-(4) and (7) below which may only be exercised by the
Committee) may be delegated to a Plan administrator.



(b) The Committee shall have the authority:



(1) to select the employees, consultants and directors of the Company or an
affiliate to be granted Awards under the Plan and to grant such Awards at such time or times as it
may choose;



(2) to determine the type and size of each Award, including the number of Shares
subject to the Award;



(3) to determine the terms and conditions of each Award;



(4) to amend an existing Award in whole or in part (including the extension of the
exercise period for any NQSO), except that the Committee may not (i) lower the exercise price of
any Option, or (ii) without the consent of the Participant holding the Award, take any action under
this clause if such action would adversely affect the rights of such Participant;



(5) to adopt, amend and rescind rules and regulations for the administration of the
Plan;



(6) to interpret the Plan and decide any questions and settle any controversies that
may arise in connection with it; and



(7) to adopt such modifications, amendments, procedures, sub-plans and the like
which may be inconsistent with the provisions of the Plan, as may be necessary to comply with the
laws and regulations of other countries in which the Company and its Related Corporations operate
in order to assure the viability of Awards granted under the Plan to individuals in such other
countries.



Such determinations and actions of the Committee, and all other determinations and actions of the
Committee made or taken under authority granted by any provision of the Plan, shall be conclusive
and shall bind all parties. Nothing in this subsection (b) shall be construed as limiting the
power of the Board or the Committee to make the adjustments described in Sections 8.3 and 8.4.



4. Effective Date and Term of Plan



(a) Effective Date. The Plan, having been adopted by the Board on      ,
2005, shall become effective on that date, but subject to the approval of the stockholders of the
Company pursuant to Section 9(b). Awards may be granted under the Plan before such stockholder
approval (but after the Board’s adoption of the Plan), subject to such stockholder approval.



(b) Term of Plan for ISOs. No ISO may be granted under the Plan after
     , 2015, but ISOs previously granted may extend beyond that date. Awards other than
ISOs may be granted after that date.



5. Shares Subject to the Plan



(a) Limits. The aggregate number of Shares that may be delivered under the
Plan is [8,400,000]. The aggregate number of Shares that may be delivered under the Plan with
respect to ISOs is [8,400,000]. Further, no employee shall receive Options (in the aggregate) or
Stock Appreciation Rights for more than      Shares each during any calendar year; or more than
     Dividend Equivalent Rights during any calendar year, under the Plan. Finally, the maximum
number of Shares that may be issued to any Participant under any Award in any calendar year is
     .



(b) Special Rules. The limits set forth in subsection (a) above shall be
subject to the adjustments described in Section 8.3. Shares delivered under the Plan may be
authorized but unissued Shares or reacquired Shares, and the Company may purchase Shares required
for this purpose, from time to time, if it deems such purchase to be advisable. Any Shares still
subject to an Option which expires or otherwise terminates for any reason whatsoever (including,
without limitation, the surrender thereof) without having been exercised in full, any Shares still
subject to an Award that is forfeited, any Shares withheld for the payment of taxes with respect to
an Award, and the Shares subject to an Award which is payable in Shares or cash and that is
satisfied in cash rather than in Shares, shall continue to be available for Awards under the Plan..
However, if an Option or Stock Appreciation Right is cancelled, the Shares covered by the
cancelled Option and/or Stock Appreciation Right shall be counted against the maximum number of
Shares specified in Section 5(a) above for which Options and Stock Appreciation Rights may be
granted to an employee in any calendar year.



6. Eligibility. Except as otherwise provided, employees, consultants and
directors of the Company or an affiliate shall be eligible to receive Awards under the Plan. More
than one Award may be granted to a employee, consultant or director under the Plan



7. Types of Awards



7.1 Options



(a) Kinds of Options. Both ISOs and NQSOs may be granted by the Committee
under the Plan. NQSOs may be granted to an employee, consultant or director of the Company or an
affiliate. ISOs may only be granted to employees of the Company or of a Related Corporation. Once
an ISO has been granted, no action by the Committee that would cause the Option to lose its status
as an ISO under the Code will be effective without the consent of the Participant holding the
Option.



(b) $100,000 Limit. The aggregate Fair Market Value of the Shares with
respect to which ISOs are exercisable for the first time by an employee during any calendar year
(counting ISOs under this Plan and under any other stock option plan of the Company or a Related
Corporation) shall not exceed $100,000. If an Option intended as an ISO is granted to an employee
and the Option may not be treated in whole or in part as an ISO pursuant to the $100,000 limit, the
Option shall be treated as an ISO to the extent it may be so treated under the limit and as an NQSO
as to the remainder. For purposes of determining whether an ISO would cause the limit to be
exceeded, ISOs shall be taken into account in the order granted. The annual limits set forth above
for ISOs shall not apply to NQSOs.



(c) Exercise Price. The exercise price of an Option shall be determined by
the Committee, subject to the following:



(i) The exercise price of an ISO shall not be less than the greater of (A) 100
percent (110 percent in the case of an ISO granted to a More-Than-10-Percent Shareholder) of the
Fair Market Value of the Shares subject to the Option, determined as of the time the Option is
granted, or (B) the par value per Share.



(ii) The exercise price of an NQSO shall not be less than the greater of (A) 100
percent of the Fair Market Value of the Shares subject to the Option, determined as of the time the
Option is granted, or (B) the par value per Share.



(d) Term of Options. The term of each Option may not be more than 10 years
(five years, in the case of an ISO granted to a More-Than-10-Percent Shareholder), from the date
the Option was granted, or such earlier date as may be specified in the Award Agreement.



(e) Exercise of Options. An Option shall become exercisable at such time or
times, and on such conditions, as the Committee may specify. The Committee may at any time and
from time to time accelerate the time at which all or any part of the Option may be exercised. Any
exercise of an Option must be in writing, signed by the proper individual, and delivered or mailed
to the Company, accompanied by (i) any other documents required by the Committee and (ii) payment
in full in accordance with subsection (f) below for the number of Shares for which the Option is
exercised (except that, in the case of an exercise arrangement approved by the Committee and
described in subsection (f)(iii) below, payment may be made as soon as practicable after the
exercise). Only full shares shall be issued under the Plan, and any fractional share that might
otherwise be issuable upon exercise of an Option granted hereunder shall be forfeited.



(f) Payment for Shares. The Award Agreement shall set forth, from among the
following alternatives, how the exercise price is to be paid:



(i) in cash or by check (acceptable to the Committee), bank draft, or money order
payable to the order of the Company;



(ii) unless prohibited by guidance issued under Section 409A of the Code, in Shares
previously acquired by the Participant; provided, however, that if such Shares were acquired
through the exercise of an ISO and are used to pay the Option price of an ISO, such Shares have
been held by the Participant for a period of not less than the holding period described in section
422(a)(1) of the Code on the date of exercise, or if such Shares were acquired through the exercise
of an NQSO and are used to pay the Option price of an ISO, or if such Shares were acquired through
the exercise of an ISO or an NQSO and are used to pay the Option price of an NQSO, such Shares have
been held by the Participant for such period of time as may be required, if applicable, to be
considered “mature” Shares for purposes of accounting treatment;



(iii) with the contemporaneous consent of the Committee, by delivering a properly
executed notice of exercise of the Option to the Company and a broker, with irrevocable
instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds
necessary to pay the exercise price of the Option (in no event shall any part of such transaction
constitute a loan from the Company or an affiliate to the Participant); or



(iv) by any combination of the above-listed forms of payment.



If the Option price is paid, in whole or in part, with Shares, the portion of the Option price
so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Shares
surrendered in payment of such Option price.



7.2 Stock Appreciation Rights



(a) Grant of Stock Appreciation Rights. The Committee may grant Stock
Appreciation Rights to any employee, consultant or director of the Company or an affiliate. The
Committee may grant Stock Appreciation Rights that are payable upon a Participant’s exercise of his
or her Award (an “Exercisable SAR”) or that are payable upon the vesting of his or her Award (a
“Vesting SAR”).



(b) Nature of Exercisable SARs. An Exercisable SAR entitles the Participant
to receive, with respect to each Share as to which the Stock Appreciation Right is vested, the
excess of the Share’s Fair Market Value on the date of exercise over its Fair Market Value on the
date the Stock Appreciation Right was granted. Such excess shall be paid in Shares.



A Participant may exercise his or her Exercisable SAR at any time after it vests and prior to
its termination.



(c) Nature of Vesting SARs. A Vesting SAR entitles the Participant to
receive, with respect to each Share as to which the Stock Appreciation Right is vested, the excess
of the Share’s Fair Market Value on the date of vesting over its Fair Market Value on the date the
Stock Appreciation Right was granted. Such excess shall be paid in cash as soon as practicable
after, but no later than March 15 of the calendar year beginning after, the date the Stock
Appreciation Rights are no longer subject to a substantial risk of forfeiture (as defined in
Section 409A of the Code) unless the Committee has specified a later payment date (in accordance
with Section 409A of the Code) in the Award Agreement.



(d) Vesting of Stock Appreciation Rights. A Stock Appreciation Right shall
vest at such time or times, and on such conditions, as the Committee may specify in the Award
Agreement. The Committee may at any time accelerate the vesting of a Stock Appreciation Right.



7.3 Restricted Stock



(a) General Requirements. The Committee may issue or transfer Restricted
Stock (for any or no consideration) to any employee, consultant or director of the Company or an
affiliate.



(b) Rights as a Stockholder. Unless the Committee determines otherwise, a
Participant who receives Restricted Stock shall have certain rights of a stockholder with respect
to the Restricted Stock, including voting and dividend rights (in accordant with subsection (e),
below), subject to the restrictions described in subsection (c) below and any other conditions
imposed by the Committee at the time of grant. Unless the Committee determines otherwise,
certificates evidencing shares of Restricted Stock will remain in the possession of the Company
until such Shares are free of all restrictions under the Plan.



(c) Restrictions. Except as otherwise specifically provided by the Plan,
Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise encumbered or
disposed of, and if the Participant ceases to be an employee of any of the Company and its Related
Corporations for any reason, must be forfeited to the Company. These restrictions will lapse at
such time or times, and on such conditions, as the Committee may specify in the Award Agreement.
Upon the lapse of all restrictions, the Shares will cease to be Restricted Stock for purposes of
the Plan. The Committee may at any time accelerate the time at which the restrictions on all or
any part of the Shares will lapse.



(d) Notice of Tax Election. Any Participant making an election under
section 83(b) of the Code for the immediate recognition of income attributable to an Award of
Restricted Stock must provide a copy thereof to the Company within 10 days of the filing of such
election with the Internal Revenue Service.



(e) Dividend Rights. Dividends payable with respect to dividend rights
attributable to a Restricted Stock Award shall accumulate without interest (and be held by the
Company) and shall vest at the same time as the Shares attributable to the Restricted Stock Award
vest. Once vested, such dividends will be paid to the Participant in cash as soon as practicable
after, but not later than March 15 of the calendar year beginning after, the date the dividends are
no longer subject to a substantial risk of forfeiture (as defined under Section 409A of the Code)
unless the Committee has specified a later payment date (in accordance with Section 409A of the
Code) in the Award Agreement.



7.4 Restricted Stock Units



(a) Grant. The Committee may grant Restricted Stock Units to any employee,
consultant or director of the Company or an affiliate.



(b) Nature of Restricted Stock Units. A Restricted Stock Unit entitles the
Participant to receive, with respect to each vested Restricted Stock Unit, one Share of the
Company, cash equal to the Fair Market Value of such Share, or a combination thereof, as set forth
in the Award Agreement.



(c) Payment of Restricted Stock Units. Payment with respect to Restricted
Stock Units shall be made, in Shares or cash, as applicable, shall be delivered as soon as
practicable after, but not later than March 15 of the calendar year beginning after, the date the
Restricted Stock Units are no longer subject to a substantial risk of forfeiture (as defined in
section 409A of the Code) unless the Committee has specified a later payment date (in accordance
with Section 409A of the Code) in the Award Agreement.



(d) Dividend Equivalent Rights. A Participant who receives a Restricted
Stock Unit shall not have voting and dividend rights with respect to such Restricted Stock Unit.
However, a Participant will have Dividend Equivalent Rights on Restricted Stock Units, entitling
the Participant to receive the value of any cash dividends paid on Shares represented by the
Participant’s Restricted Stock Units. Such Dividend Equivalent Rights shall accumulate (without
interest) and shall vest at the same time as the Restricted Stock Units vest to which the Dividend
Equivalent Rights relate. Once vested such Dividend Equivalent Rights shall be paid to the
Participant as soon as practicable after, but no later than March 15 of the calendar year beginning
after, the Dividend Equivalent Rights are no longer subject to a substantial risk of forfeiture (as
defined under Section 409A of the Code) unless the Committee has specified a later payment date (in
accordance with Section 409A of the Code) in the Award Agreement.



7.5 Performance Stock; Performance Goals



(a) Grant. The Committee may grant Performance Stock to any employee,
consultant or director of the Company or an affiliate, conditioned upon the meeting of designated
Performance Goals. The Committee shall determine the number of Shares of Performance Stock to be
granted.



(b) Nature of Performance Stock. An Award of Performance Stock entitles the
recipient, to the extent the performance goals are met, to receive Shares, cash equal to the Fair
Market Value of such Shares, or a combination thereof, as set forth in the Award Agreement.



(c) Performance Period and Performance Goals. When Performance Stock is
granted, the Committee shall establish the performance period during which performance shall be
measured, the Performance Goals, and such other conditions of the Award as the Committee deems
appropriate.



(d) Delivery of Performance Stock. At the end of each performance period,
the Committee shall determine to what extent the Performance Goals and other conditions of the
Award have been met and the number of Shares (or cash), if any, to be delivered with respect to the
Award. Provided that the Committee determines that the performance goals and other conditions have
been met, Shares or cash, as applicable, shall be delivered as soon as practicable after, but no
later than March 15 of the calendar year beginning after, the date the Performance Stock is no
longer subject to a substantial risk of forfeiture (as defined in section 409A of the Code), unless
the Committee has specified a later payment date (in accordance with Section 409A) in the Award
Agreement.



7.6 Contract Stock



(a) Grant. The Committee may grant Contract Stock to any employee,
consultant or director of the Company or an affiliate, conditioned upon the Participant’s continued
provision of services to the Company and its affiliates through the date specified in the Award
Agreement. The Committee shall determine the number of Shares of Contract Stock to be granted.



(b) Contract Date. When Contract Stock is granted, the Committee shall
establish the Contract Date on which the Contract Stock shall be delivered to the Participant,
provided the Participant is still providing services to the Company and its affiliates on such
date.



(c) Delivery of Contract Stock. If the Participant is still providing
services to the Company and its affiliates as of the Contract Date, the Committee shall cause the
Contract Stock to be delivered to the Participant in accordance with the terms of the Award
Agreement. Shares shall be delivered as soon as practicable after, but no later than March 15 of
the calendar years beginning after, the date the Contract Stock is no longer subject to a
substantial risk of forfeiture (as defined in section 409A of the Code) (i.e., the Contract Date),
unless the Committee has specified a later payment date (in accordance with Section 409A) in the
Award Agreement.



7.7 Bonus Stock. The Committee may grant Bonus Stock to an employee,
consultant or director of the Company or an affiliate as a bonus to the individual for service to
the Company and its affiliates. The Committee shall determine the number of Shares of Bonus Stock
to be granted. Bonus Stock shall be delivered to the Participant as soon as practicable after, but
no later than March 15 of the calendar year beginning after, the date the Bonus Stock is granted to
the participant.



7.8 Dividend Equivalent Rights. The Committee may provide for payment (in
Shares, cash or other benefit as set forth in the Award Agreement) to an employee, consultant or
director of the Company or an affiliate of Dividend Equivalent Rights. Benefits payable with
respect to Dividend Equivalent Rights shall accumulate without interest (and shall be held by the
Company) and such Dividend Equivalent Rights shall vest in accordance with the vesting schedule in
the Award Agreement. Dividend Equivalent Rights shall be paid to the Participant as soon as
practicable after, but no later than March 15 of the calendar year beginning after, the date the
Dividend Equivalent Rights are no longer subject to a substantial risk of forfeiture (as defined in
section 409A of the Code), unless the Committee has specified a later payment date (in accordance
with Section 409A) in the Award Agreement.




8. Events Affecting Outstanding Awards



8.1 Termination of Service (Other Than by Death or Disability). If a
Participant ceases to be an employee, consultant or director of any of the Company and its
affiliates (Related Corporations for purposes of ISOs) for any reason other than death or
Disability, the following shall apply:



(a) Options and Exercisable SARs. Except as otherwise determined by the
Committee and except in the event the Participant terminates for Cause, all Options and Exercisable
SARs held by the Participant that were not exercisable immediately before the Participant’s
termination of service shall terminate at that time. Any Options and Exercisable SARs that were
exercisable immediately before the termination of service will continue to be exercisable for three
months (or for such longer period as the Committee may determine), and shall thereupon terminate,
unless the Award Agreement provides by its terms for immediate termination or for termination in
less than three months if termination of service occurs in specific circumstances. In no event,
however, shall an Option or Exercisable SAR remain exercisable beyond the latest date on which it
could have been exercised without regard to this Section. For purposes of this subsection (a), a
termination of service shall not be deemed to have resulted by reason of a sick leave or other bona
fide leave of absence approved for purposes of the Plan by the Committee. In the event the
Participant terminates service for Cause, all Options and Exercisable SARs held by the Participant
(whether or not they are exercisable) shall terminate at that time.



(b) Restricted Stock. Except as otherwise determined by the Committee, all
Restricted Stock held by the Participant at the time of termination of service must be transferred
to the Company (and, if the certificates representing such Restricted Stock are held by the
Company, such Restricted Stock shall be so transferred without any further action by the
Participant), in accordance with Section 7.3.



(c) Other Awards. Except as otherwise determined by the Committee, all
Vesting SARs, Restricted Stock Units, Performance Stock, Contract Stock and Dividend Equivalent
Rights to which the Participant was not irrevocably entitled before the termination of service
shall be forfeited and the Award canceled as of the date of such termination of service.



8.2 Death or Disability. If a Participant dies or incurs a Disability, the
following shall apply:



(a) Options and Exercisable SARs. Except as otherwise determined by the
Committee, all Options and Exercisable SARs held by the Participant immediately before death or
Disability, as the case may be, to the extent then exercisable, may be exercised by the Participant
or by the Participant’s legal representative (in the case of Disability), or by the Participant’s
executor or administrator or by the individual(s) to whom the Option or Exercisable SARs is
transferred by will or the laws of descent and distribution, at any time within the one-year period
ending with the first anniversary of the Participant’s death or Disability (or such shorter or
longer period as the Committee may determine), and shall thereupon terminate. In no event,
however, shall an Option or Exercisable SARs remain exercisable beyond the latest date on which it
could have been exercised without regard to this Section. Except as otherwise determined by the
Committee, all Options and Exercisable SARs held by a Participant immediately before death or
Disability that are not then exercisable shall terminate at the date of death or Disability.



(b) Restricted Stock. Except as otherwise determined by the Committee, all
Restricted Stock held by the Participant at the date of death or Disability, as the case may be,
must be transferred to the Company (and, if the certificates representing such Restricted Stock are
held by the Company, such Restricted Stock shall be so transferred without any further action by
the Participant), in accordance with Section 7.3.



(c) Other Awards. Except as otherwise determined by the Committee, all
Vesting SARs, Restricted Stock Units, Performance Stock, Contract Stock and Dividend Equivalent
Rights to which the Participant was not irrevocably entitled before death or Disability, as the
case may be, shall be forfeited and the Award canceled as of the date of death or Disability.



8.3 Capital Adjustments. The maximum number of Shares that may be delivered
under the Plan (including the number of Shares that may be delivered with respect to ISOs), and the
maximum number of Shares with respect to which Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, or Performance Stock may be granted to any Participant under the
Plan, all as stated in Section 5, and the number of Shares issuable upon the exercise or vesting of
outstanding Awards under the Plan (as well as the exercise price per Share under outstanding
Options) shall be proportionately adjusted, as may be deemed appropriate by the Committee, to
reflect any increase or decrease in the number of issued Shares resulting from a subdivision
(share-split), consolidation (reverse split), stock dividend, or similar change in the
capitalization of the Company.



8.4 Certain Corporate Transactions



(a) If a corporate transaction occurs (as, for example, a merger, consolidation,
sale of all or substantially all of the Company’s property or the sale of more than 50% of the
outstanding shares of the Company’s stock, separation, reorganization, or liquidation), each
outstanding Award shall be assumed by the surviving or successor entity; provided, however, that if
a corporate transaction is proposed, the Committee may terminate all or a portion of any
outstanding Award, effective upon the closing of the corporate transaction, if it determines that
such termination is in the best interests of the Company. If the Committee decides to terminate
outstanding Options and Exercisable SARs, the Committee shall give each Participant holding an
Option or Exercisable SAR to be terminated not less than seven days’ notice before any such
termination, and any Option or Exercisable SAR that is to be so terminated may be exercised (if and
only to the extent that it is then exercisable) up to, and including the date immediately preceding
such termination. Further, the Committee, in its discretion, may (i) accelerate, in whole or in
part, the date on which any or all Options, Stock Appreciation Rights, or Restricted Stock Units
vest, (ii) remove the restrictions from the outstanding Restricted Stock, (iii) cause the delivery
of any Performance Stock, even if the associated Performance Goals have not been met, (iv) cause
the delivery of any Contract Stock, even if the Contract Date has not been reached and/or (v) cause
the payment of any Dividend Equivalent Rights. The Committee also may, in its discretion, change
the terms of any outstanding Award to reflect the corporate transaction, provided that, in the case
of ISOs, such change would not constitute a “modification” under section 424(h) of the Code unless
the Participant consents to the change.



(b) With respect to an outstanding Award held by a Participant who, following the
corporate transaction, will be employed by or otherwise providing services to an entity which is a
surviving or acquiring entity in such transaction or an affiliate of such an entity, the Committee
may, in lieu of the action described in subsection (a) above, arrange to have such surviving or
acquiring entity or affiliate grant to the Participant a replacement award which, in the judgment
of the Committee, is substantially equivalent to the Award.




9. Amendment or Termination of the Plan



(a) In General. The Board, pursuant to a written resolution, may from time
to time suspend or terminate the Plan or amend it and, except as provided in Section 3(b)(4),
7.1(a), and 8.4(a), the Committee may amend any outstanding Awards in any respect whatsoever;
except that, without the approval of the shareholders (given in the manner set forth in subsection
(b) below) –



(1) no amendment may be made that would –




(A) change the class of employees eligible to participate in the Plan
with respect to ISOs;




(B) except as permitted under Section 8.3, increase the maximum
number of Shares with respect to which ISOs may be granted under the
Plan; or




(C) extend the duration of the Plan under Section 4(b) with respect
to any ISOs granted hereunder;



(2) no amendment may be made that would constitute a modification of the material
terms of the “performance goal(s)” within the meaning of Treas. Reg. § 1.162-27(e)(4)(vi) or any
successor thereto (to the extent compliance with section 162(m) of the Code is desired);



(3) no amendment may be made that would require shareholder approval under an
applicable law or exchange listing rule.




	 	 	 	Notwithstanding the foregoing, no such suspension, termination, or amendment shall materially
impair the rights of any Participant holding an outstanding Award without the consent of such
Participant, unless such suspension, termination or amendment is necessary to comply with
applicable law.





(b) Manner of Shareholder Approval. The approval of shareholders must
comply with all applicable provisions of the corporate charter and bylaws of the Company, and
applicable state law prescribing the method and degree of shareholder approval required for the
issuance of corporate stock or options. If the applicable state law does not prescribe a method
and degree of shareholder approval in such cases, the approval of shareholders must be effected:



(1) by a method and in a degree that would be treated as adequate under applicable
state law in the case of an action requiring shareholder approval (i.e., an action on which
shareholders would be entitled to vote if the action were taken at a duly held shareholders’
meeting);



(2) by a majority of the votes cast (including abstentions, to the extent
abstentions are counted as voting under applicable state law), in a separate vote at a duly held
shareholders’ meeting at which a quorum representing a majority of all outstanding voting stock is,
either in person or by proxy, present and voting on the Plan.



10. Miscellaneous



10.1 Documentation of Awards. Awards shall be evidenced by such written
Award Agreements, if any, as may be prescribed by the Committee from time to time. Such
instruments may be in the form of agreements to be executed by both the Participant and the
Company, or certificates, letters, or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms thereof.



10.2 Rights as a Stockholder. Except as specifically provided by the Plan
or an Award Agreement, the receipt of an Award shall not give a Participant rights as a
stockholder; instead, the Participant shall obtain such rights, subject to any limitations imposed
by the Plan or the Award Agreement, upon the actual receipt of Shares.



10.3 Conditions on Delivery of Shares. The Company shall not deliver any
Shares pursuant to the Plan or remove restrictions from Shares previously delivered under the Plan
(i) until all conditions of the Award have been satisfied or removed, (ii) until all applicable
Federal and state laws and regulations have been complied with, and (iii) if the outstanding Shares
are at the time of such delivery listed on any stock exchange or market, until the Shares to be
delivered have been listed or authorized to be listed on such exchange or market. If an Award is
exercised by the Participant’s legal representative, the Company will be under no obligation to
deliver Shares pursuant to such exercise until the Company is satisfied as to the authority of such
representative.



10.4 Registration and Listing of Shares. If the Company shall deem it
necessary to register under the Securities Act or any other applicable statute any Shares purchased
under this Plan, or to qualify any such Shares for an exemption from any such statutes, the Company
shall take such action at its own expense. If Shares are listed on any national securities
exchange or market at the time any Shares are purchased hereunder, the Company shall make prompt
application for the listing on such national securities exchange or market of such Shares, at its
own expense. Purchases and grants of Shares hereunder shall be postponed as necessary pending any
such action.



10.5 Compliance with Rule 16b-3 All elections and transactions under this
Plan by individuals subject to Rule 16b-3, promulgated under section 16(b) of the Exchange Act, or
any successor to such Rule, are intended to comply with at least one of the exemptive conditions
under such Rule. The Committee shall establish such administrative guidelines to facilitate
compliance with at least one such exemptive condition under Rule 16b-3 as the Committee may deem
necessary or appropriate.



10.6 Tax Withholding



(a) Obligation to Withhold. The Company shall withhold from any cash
payment made pursuant to an Award an amount sufficient to satisfy all Federal, state, and local
withholding tax requirements including the withholding requirements of any jurisdiction outside the
United States (the “Withholding Requirements”). In the case of an Award pursuant to which Shares
may be delivered, the Committee may require that the Participant or other appropriate individual
remit to the Company an amount sufficient to satisfy the Withholding Requirements, or make other
arrangements satisfactory to the Committee with regard to such Withholding Requirements, before the
delivery of any Shares.



(b) Election to Withhold Shares. The Committee, in its discretion, may
permit or require the Participant to satisfy the withholding requirements, in whole or in part, by
electing to have the Company withhold Shares (or by returning previously acquired Shares to the
Company); provided, however, that the Company may limit the number of Shares withheld to satisfy
the Withholding Requirements to the extent necessary and if by so doing adverse accounting
consequences will be avoided. Shares shall be valued, for purposes of this subsection (b), at
their Fair Market Value (determined as of the date an amount is includible in income by the
Participant (the “Determination Date”), rather than the date of grant). If Shares acquired by the
exercise of an ISO are used to satisfy the Withholding Requirements, such Shares must have been
held by the Participant for a period of not less than the holding period described in section
422(a)(1) of the Code as of the Determination Date. The Committee shall adopt such withholding
rules as it deems necessary to carry out the provisions of this Section.



10.7 Transferability of Awards. No ISO may be transferred other than by
will or by the laws of descent and distribution. No other Award may be transferred, except to the
extent permitted in the applicable Award Agreement. During a Participant’s lifetime an Award
requiring exercise may be exercised only by the Participant (or if the Participant becomes
incapacitated, by the individual(s) legally appointed to act on the Participant’s behalf).



10.8 Registration. If the Participant is married at the time Shares are
delivered and if the Participant so requests at such time, the certificate or certificates for such
Shares shall be registered in the name of the Participant and the Participant’s spouse, jointly,
with right of survivorship.



10.9 Acquisitions. Notwithstanding any other provision of this Plan, Awards
may be granted hereunder in substitution for awards held by employees and directors of other
entities who are about to, or have, become employees or directors of the Company or an affiliate as
a result of a merger, consolidation, acquisition of assets or similar transaction by the Company or
the affiliate. The terms of the substitute Awards so granted may vary from the terms set forth in
this Plan to such extent as the Committee may deem appropriate to conform, in whole or in part, to
the provisions of the awards in substitution for which they are granted; provided, however, that no
substitute Award shall be granted which will subject the Award to section 409A of the Code (if it
previously was not subject to such Code section).



10.10 Replacement of Outstanding Options. The Committee shall have the
authority to cancel, at any time and from time to time, with the consent of the affected
Participants, any or all outstanding Options under the Plan and to grant in substitution therefore,
new Options under the Plan covering the same or a different number of Shares but having a per share
purchase price not less than the greater of par value or 100 percent of the Fair Market Value of a
Share on the new date of the grant. Prior to the effective date of the “Statement of Financial
Accounting Standards No. 123 (Revised December 2004),” such substitute grant shall not be made
within six months before or after such cancellation. The Committee may permit the voluntary
surrender of all or a portion of any Option to be conditioned upon the granting to the Participant
under the Plan of a new Option for the same or a different number of Shares as the Option
surrendered, or may require such voluntary surrender as a condition precedent to a grant of a new
Option to such Participant. Any new Option shall be exercisable at the price, during the period,
and in accordance with any other terms and conditions specified by the Committee at the time the
new Option is granted, all determined in accordance with the provisions of the Plan without regard
to the price, period of exercise, and any other terms or conditions of the Option surrendered.



10.11 Employment/Service Rights. Neither the adoption of the Plan nor the
grant of Awards will confer on any individual any right to continued employment by, or the
provision of service to, the Company or any of its Related Corporations or affect in any way the
right of any of the foregoing to terminate an employment or service relationship at any time.



10.12 Indemnification of Board and Committee. Without limiting any other
rights of indemnification that they may have from the Company or any of its Related Corporations,
the members of the Board and the members of the Committee shall be indemnified by the Company
against all costs and expenses reasonably incurred by them in connection with any claim, action,
suit or proceeding to which they or any of them may be a party by reason of any action taken or
failure to act under, or in connection with, the Plan or any Award granted thereunder, and against
all amounts paid by them in settlement thereof (provided such settlement is approved by legal
counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except a judgment based upon a finding of willful misconduct or recklessness on
their part. Upon the making or institution of any such claim, action, suit or proceeding, the
Board or Committee member shall notify the Company in writing, giving the Company an opportunity,
at its own expense, to handle and defend the same before such Board or Committee member undertakes
to handle it on his or her own behalf. The provisions of this Section shall not give members of
the Board or the Committee greater rights than they would have under the Company’s by-laws or
Nevada law.



10.13 Application of Funds. Any cash proceeds received by the Company from
the sale of Shares pursuant to Awards granted under the Plan shall be added to the general funds of
the Company. Any Shares received in payment for additional Shares upon exercise of an Option shall
become treasury stock.



10.14 Governing Law. The Plan shall be governed by the applicable Code
provisions to the maximum extent possible. Otherwise, the laws of the State of Nevada (without
reference to the principles of conflict of laws) shall govern the operation of, and the rights of
employees and directors under, the Plan and Awards granted hereunder.



IN WITNESS WHEREOF, Halo Technology Holdings has caused this Plan to be duly executed this
     day of      2005.




HALO TECHNOLOGY HOLDINGS



By:

Title: