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                                                                    Exhibit 10.4



                                 FORTUNET, INC.
                            2005 STOCK INCENTIVE PLAN



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                                TABLE OF CONTENTS

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<S>                                                                                                              <C>
ARTICLE I  GENERAL................................................................................................1
Section 1.1 Purpose...............................................................................................1
Section 1.2 Definitions...........................................................................................1
Section 1.3  Administration of The Plan...........................................................................6
Section 1.4 Eligible Persons......................................................................................7
Section 1.5  Common Stock Subject to the Plan.....................................................................7
Section 1.6  Section 162(M) Limits on Awards to Participants......................................................8
Section 1.7  Agreements...........................................................................................8
Section 1.8  Securities Laws......................................................................................9
Section 1.9  Lock-Up..............................................................................................9
ARTICLE II  PROVISIONS APPLICABLE TO STOCK OPTIONS...............................................................10
Section 2.1  Grants of Stock Options.............................................................................10
Section 2.2  Exercise Price......................................................................................10
Section 2.3  Exercise of Stock Options...........................................................................10
Section 2.4 Payment of Purchase Price Upon Exercise..............................................................12
Section 2.5  No Repricing of Stock Options.......................................................................12
Section 2.6  Stock Appreciation Rights...........................................................................12
ARTICLE III  PROVISIONS APPLICABLE TO RESTRICTED SHARES..........................................................13
Section 3.1  Grant of Restricted Shares..........................................................................13
Section 3.2  Vesting.............................................................................................13
Section 3.3  Rights and Restrictions Governing Restricted Shares.................................................13
Section 3.4  Adjustment with Respect to Restricted Shares........................................................13
Section 3.5  Delivery of Restricted Shares.......................................................................14
Section 3.6  Termination of Employment, Retirement, Death or Permanent Disability................................14
Section 3.7  Grants of Unrestricted Shares.......................................................................14
ARTICLE IV  PROVISIONS APPLICABLE TO RESTRICTED SHARE UNITS......................................................14
Section 4.1  Grants of Restricted Share Units....................................................................14
Section 4.2  Vesting.............................................................................................15
Section 4.3  Adjustment with Respect to Restricted Share Units...................................................15
Section 4.4  Settlement of Restricted Share Units................................................................15
Section 4.5  Termination of Employment, Retirement, Death or Permanent Disability................................15
ARTICLE V  PROVISIONS APPLICABLE TO PHANTOM SHARES...............................................................16
Section 5.1  Grants of Phantom Shares............................................................................16
Section 5.2  Appreciation Value..................................................................................16
Section 5.3  Vesting.............................................................................................16
Section 5.4  Limitation on Payment...............................................................................17
Section 5.5  Termination of Employment, Retirement, Death or Permanent Disability................................17
ARTICLE VI  PERFORMANCE AWARDS...................................................................................17
Section 6.1  Grants of Performance Awards........................................................................17
Section 6.2  Performance Goals...................................................................................17
Section 6.3  Performance Goals on Awards other than Performance Awards...........................................18
Section 6.4  Discretion to Reduce Awards.........................................................................18
Section 6.5  Adjustment of Calculation of Performance Goals......................................................18
ARTICLE VII  DIVIDEND EQUIVALENTS AND OTHER AWARDS...............................................................19
Section 7.1  Dividend Equivalents................................................................................19
Section 7.2  Other Awards........................................................................................19
ARTICLE IX  MISCELLANEOUS........................................................................................19
Section 9.1  No Rights To Awards or Continued Employment.........................................................19
Section 9.2  Restriction on Transfer.............................................................................20
Section 9.3  Taxes...............................................................................................20
Section 9.4  Stockholder Rights..................................................................................20
Section 9.5  No Restriction on Right of Company to effect Corporate Changes \f C \l..............................20
Section 9.6  Source of Payments..................................................................................21
</TABLE>





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<TABLE>
<S>     <C>                                                                                                     <C>
Section 9.7  Exercise Periods Following Termination of Employment................................................21
Section 9.8  Breach of Agreements................................................................................21
Section 9.9  Employment of Participant by Subsidiary.............................................................21
ARTICLE X  AMENDMENT AND TERMINATION.............................................................................21
ARTICLE XI  INTERPRETATION.......................................................................................22
Section 11.1  Governmental Regulations...........................................................................22
Section 11.2  Headings...........................................................................................22
Section 11.3  Governing Law......................................................................................22
ARTICLE XII  EFFECTIVE DATE AND STOCKHOLDER APPROVAL.............................................................22
</TABLE>


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                                 FORTUNET, INC.
                            2005 STOCK INCENTIVE PLAN

                                    ARTICLE I
                                     GENERAL

SECTION 1.1       PURPOSE.

         The purpose of the FortuNet, Inc. 2005 Stock Incentive Plan (the
"Plan") is to benefit and advance the interests of FortuNet, Inc., a Nevada
corporation (the "Company"), and its Subsidiaries (as defined below) by
rewarding certain employees and independent contractors of the Company and its
Subsidiaries for their contributions to the financial success of the Company and
its Subsidiaries and thereby motivate them to continue to make such
contributions in the future.

SECTION 1.2       DEFINITIONS.

         As used with respect to the Plan:

         (a) "Administrator" means the individual or individuals to whom the
Committee delegates authority under the Plan in accordance with Section 1.3(c).

         (b) "Agreement" means the written agreement or certificate or other
documentation governing an Award under the Plan, which shall contain terms and
conditions not inconsistent with the Plan and which shall incorporate the Plan
by reference.

         (c) "Appreciation Value" means the excess, if any, of the Value of a
Phantom Share on the applicable Valuation Date or date of termination of
employment or of the Participant's death, Retirement or Permanent Disability (as
described in Section 5.5(a)), as the case may be, over the Initial Value of such
Phantom Share.

         (d) "Awards" mean any Stock Options, Stock Appreciation Rights,
Restricted Shares, Restricted Share Units, unrestricted shares of Common Stock,
Phantom Shares, Dividend Equivalents, Performance Awards or Other Awards or a
combination of any of the above.

         (e) "Board" means the Board of Directors of the Company.

         (f) "Cause" shall have the same meaning as such term or a similar term
is defined in any employment agreement that is in effect and applicable to the
Participant, or (ii) if there is no such employment agreement or if such
employment agreement contains no such term, unless the Committee determines
otherwise, the Participant's: (A) dishonesty; (B) conviction of embezzlement,
fraud or other conduct that would constitute a felony; (C) willful unauthorized
use or disclosure of confidential information; (D) failure, neglect of or
refusal to substantially perform the duties of the Participant's employment; or
(E) any other act or omission that is a material breach of the Company's
policies regarding employment practices or the applicable


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federal, state and local laws prohibiting discrimination or that is materially
injurious to the financial condition or business reputation of the Company or
any Subsidiary.

         (g) "Common Stock" means shares of the common stock, par value $0.001
per share, of the Company.

         (h) "Code" means the Internal Revenue Code of 1986, as amended,
including any successor law thereto, and the rules and regulations promulgated
thereunder.

         (i) "Committee" means the Compensation Committee of the Board (or such
other Committee(s) as may be appointed or designated by the Board) to administer
the Plan in accordance with Section 1.3 of the Plan.

         (j) "Date of Grant" means the effective date of the grant of an Award
as set forth in the applicable Agreement.

         (k) "Dividend Equivalent" means a right to receive a payment based upon
the value of the regular cash dividend paid on a specified number of shares of
Common Stock as set forth in Section 7.1. Payments in respect of Dividend
Equivalents may be in cash, or, in the discretion of the Committee, in shares of
Common Stock or other securities of the Company designated by the Committee or
in a combination of cash, shares of Common Stock or such other securities.

         (l) "Earnings Per Share" shall have the meaning provided by GAAP.

         (m) "Effective Date" shall have the meaning set forth in Article XII.

         (n) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, including any successor law thereto.

         (o) "Fair Market Value" of a share of Common Stock on a given date
shall be, unless otherwise determined by the Committee in accordance with
applicable regulations if the Common Stock is not listed on an exchange as
provided below, the 4:00 p.m. (New York time) closing price on such date on
NASDAQ, the New York Stock Exchange or other principal stock exchange on which
the Common Stock is then listed, as reported by The Wall Street Journal or any
other authoritative source selected by the Company.

         (p) "Free Cash Flow" means the Company's Operating Income before
depreciation and amortization, less cash interest, taxes paid, and reserves
designated by the Board for working capital requirements and capital
expenditures.

         (q) "GAAP" means generally accepted accounting principles in the United
States.

         (r) "Initial Value" means the Value of a Phantom Share as specified by
the Committee or as calculated as of the Date of Grant or such earlier date as
the Committee may determine.



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         (s) "Lock-up Agreement" means any agreement required by any underwriter
of the Company's Common Stock whereby the Participant agrees not to sell, grant
any option or right to buy or sell, or otherwise transfer or dispose of in any
manner, to the public in open market transactions, any Common Stock acquired
upon exercise of a Stock Option or paid with respect to other Awards and held by
such Participant during the Lock-up Period.

         (t) "Lock-up Period" means the period commencing on the effective date
of a registration statement of the Company filed and the Securities Act and
ending on a date not more than 180 days thereafter as determined by the Company
and the underwriter.

         (u) "Limit" shall mean the aggregate number of shares of Common Stock
subject to the Plan as set forth in Section 1.5

         (v) "Net Earnings" shall have the meaning provided in GAAP.

         (w) "Net Earnings from Continuing Operations" shall have the meaning
provided in GAAP.

         (x) "Net Revenue" shall have the meaning provided by GAAP.

         (y) "OIBDA" means the Company's Operating Income before depreciation
and amortization.

         (z) "OIBDA Without Inter-Company Eliminations" means the Company's
Operating Income before depreciation, amortization and inter-company
eliminations.

         (aa) "Operating Income" shall have the meaning provided by GAAP.

         (bb) "Operating Revenue" shall have the meaning provided by GAAP.

         (cc) "Other Awards" means any form of Award authorized under Section
7.2 of the Plan.

         (dd) "Outstanding Phantom Share" means a Phantom Share granted to a
Participant for which the Valuation Date has not yet occurred.

         (ee) "Outstanding Stock Option" means a Stock Option granted to a
Participant that has not yet been exercised and not yet expired or terminated in
accordance with its terms.

         (ff) "Participant" means any person who meets the eligibility
requirements set forth in Section 1.4 and to whom an Award has been made under
the Plan.

         (gg) "Performance Award" means any award of Performance Shares or
Performance Units pursuant to Article VI.

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         (hh) "Performance Goals" mean Section 162(m) Performance Goals and any
other performance targets established by the Committee in its discretion.

         (ii) "Performance Period" means a period of time over which performance
is measured as determined by the Committee in its sole discretion.

         (jj) "Performance Share" means an award of a share of Common Stock
granted pursuant to Article VI and subject to the terms and conditions set forth
in the applicable Agreement.

         (kk) "Performance Units" means an Award granted pursuant to Article VI,
payable in cash, or, in the discretion of the Committee, in shares of Common
Stock or other securities of the Company designated by the Committee or in a
combination of cash, shares of Common Stock or such other securities, subject to
the terms and conditions set forth in the Plan and in the applicable Agreement.

         (ll) "Permanent Disability" shall have the same meaning as such term or
a similar term in the long-term disability policy maintained by the Company or a
Subsidiary for the Participant and that is in effect on the date of the onset of
the Participant's Permanent Disability, unless the Committee determines
otherwise, in its discretion; provided, however, with respect to grants of
Incentive Stock Options, permanent disability shall have the meaning given it
under the rules governing Incentive Stock Options under the Code.

         (mm) "Phantom Share" means a contractual right granted to a Participant
pursuant to Article V to receive an amount equal to the Appreciation Value at
such time subject to such terms and conditions as are set forth in the Plan and
the applicable Agreement.

         (nn) "Reprice" means any of the following or any other action of the
same effect: (i) amending a Stock Option to reduce its exercise price, (ii)
canceling a Stock Option at a time when its exercise price exceeds the Fair
Market Value of a share of Common Stock in exchange for a Stock Option,
Restricted Share or other equity award unless the cancellation and exchange
occurs in connection with a merger, acquisition, spin-off or other similar
corporate transaction, or (iii) taking any other action that is treated as a
repricing under GAAP.

         (oo) "Restricted Share" means a share of Common Stock granted to a
Participant pursuant to Article III, which is subject to the restrictions set
forth in Section 3.3 and to such other terms, conditions and restrictions as are
set forth in the Plan and the applicable Agreement.

         (pp) "Restricted Share Unit" means a contractual right granted to a
Participant pursuant to Article IV to receive, in the discretion of the
Committee, shares of Common Stock, a cash payment equal to the Fair Market Value
of Common Stock, or other securities of the Company designated by the Committee
or a combination of cash, shares of Common Stock or such other securities,
subject to the terms and conditions set forth in the Plan and in the applicable
Agreement.



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         (qq) "Retirement" means the resignation or termination of employment
(other than by death or Permanent Disability) after attainment of an age and
years of service required for payment of an immediate pension pursuant to the
terms of any qualified defined benefit retirement plan maintained by the Company
or a Subsidiary in which the Participant participates; provided, however, that
no resignation or termination prior to a Participant's 60th birthday shall be
deemed a retirement unless the Committee so determines in its sole discretion;
and provided, further, that the resignation or termination of employment other
than by death, Permanent Disability or Termination for Cause after attainment of
age 60 shall be deemed a retirement if the Participant does not participate in a
qualified defined benefit retirement plan maintained by the Company or any of
its Subsidiaries.

         (rr) "Revenue" has the meaning provided by GAAP.

         (ss) "Section 162(m)" means Section 162(m) of the Code and the rules
and regulations promulgated thereunder from time to time.

         (tt) "Section 162(m) Exception" means the exception under Section
162(m) for "qualified performance-based compensation."

         (uu) "Section 162(m) Performance Goals" mean any performance goal based
upon OIBDA, OIBDA Without Intercompany Eliminations, Operating Income, Free Cash
Flow, Net Earnings, Net Earnings from Continuing Operations, Earnings Per Share,
Revenue, Net Revenue, Operating Revenue, total shareholder return, share price,
return on equity, return in excess of cost of capital, profit in excess of cost
of capital, return on assets, return on invested capital, net operating profit
after tax, operating margin, profit margin or any combination thereof.

         (vv) "Stock Appreciation Right" means a contractual right granted to a
Participant pursuant to Article II to receive an amount determined in accordance
with Section 2.6 of the Plan, subject to such other terms and conditions as are
set forth in the Plan and the applicable Agreement.

         (ww) "Stock Option" means a contractual right granted to a Participant
pursuant to Article II to purchase shares of Common Stock at such time and
price, and subject to such other terms and conditions as are set forth in the
Plan and the applicable Agreement. Stock Options may be "Incentive Stock
Options" within the meaning of Section 422 of the Code or "Non-Qualified Stock
Options" that do not meet the requirements of such Code section.

         (xx) "Subsidiary" means a corporation (or a partnership or other
enterprise) in which the Company owns or controls, directly or indirectly, more
than 50% of the outstanding shares of stock normally entitled to vote for the
election of directors (or any comparable equity participation entitled to such
voting power).

         (yy) "Termination for Cause" means a termination of employment with the
Company or any of its Subsidiaries that, as determined by the Committee, is by
reason of Cause.



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         (zz) "Valuation Date" means the date on which the Appreciation Value of
a Phantom Share will be measured and fixed in accordance with Section 5.2(a).

         (aaa) "Value" of a Phantom Share shall be determined by reference to
the "average Fair Market Value" of a share of Common Stock. The "average Fair
Market Value" on a given date of a share of Common Stock shall be determined
over the 30-day period ending on such date or such other period as the Committee
may decide shall be applicable to a grant of Phantom Shares, determined by
dividing (i) by (ii), where (i) equals the sum of the Fair Market Values on each
day that the Common Stock was traded and a closing price was reported during
such period, and (ii) equals the number of days, as determined by the Committee
for the purposes of determining the average Fair Market Value for such Phantom
Shares, on which the Common Stock was traded and a closing price was reported
during such period.

SECTION 1.3       ADMINISTRATION OF THE PLAN.

         (a) Board or Committee to Administer. The Plan shall be administered by
the Board or by a Committee appointed by the Board, consisting of at least two
members of the Board; provided that, with respect to any Award that is intended
to satisfy the requirements of the Section 162(m) Exception, such Committee
shall consist of at least such number of directors as is required from time to
time to satisfy the Section 162(m) Exception, and each such Committee member
shall satisfy the qualification requirements of such exception; provided,
however, that, if any such Committee member is found not to have met the
qualification requirements of the Section 162(m) Exception, any actions taken or
Awards granted by the Committee shall not be invalidated by such failure to so
qualify.

         (b) Powers of the Committee.

                  (i) The Committee shall adopt such rules as it may deem
appropriate in order to carry out the purpose of the Plan. All questions of
interpretation, administration and application of the Plan shall be determined
by a majority of the members of the Committee then in office, except that the
Committee may authorize any one or more of its members, or any officer of the
Company, to execute and deliver documents on behalf of the Committee. The
determination of such majority shall be final and binding as to all matters
relating to the Plan.

                  (ii) The Committee shall have authority to select Participants
from among the class of eligible persons specified in Section 1.4 below, to
determine the type of Award to be granted, to determine the number of shares of
Common Stock subject to an Award or the cash amount payable in connection with
an Award, and to determine the terms and conditions of each Award in accordance
with the terms of the Plan. Except as provided in Section 6.4, the Committee
shall also have the authority to amend the terms of any outstanding Award or
waive any conditions or restrictions applicable to any Award; provided, however,
that no amendment will materially impair the rights of the holder without the
holder's consent. With respect to any restrictions in the Plan or in any
Agreement that are based on the requirements of Section 422 of the Code, the
Section 162(m) Exception, the rules of any exchange upon which the Company's
securities are listed, or any other applicable law, rule or restriction to the
extent that any such restrictions are no longer required, the Committee shall
have the sole discretion and authority to





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<PAGE>

grant Awards that are not subject to such restrictions and/or to waive any such
restrictions with respect to outstanding Awards.

         (c) Delegation by the Committee. The Committee may, but need not, from
time to time delegate some or all of its authority under the Plan to an
Administrator consisting of one or more members of the Committee or of one or
more officers of the Company; provided, however, that the Committee may not
delegate its authority (i) to make Awards to employees (A) who are subject on
the date of the Award to the reporting rules under Section 16(a) of the Exchange
Act, (B) whose compensation for such fiscal year may be subject to the limit on
deductible compensation pursuant to Section 162(m) or (C) who are officers of
the Company who are delegated authority by the Committee hereunder, or (ii) to
interpret the Plan or any Award, or (iii) under Article X of the Plan. Any
delegation hereunder shall be subject to the restrictions and limits that the
Committee specifies at the time of such delegation or thereafter. Nothing in the
Plan shall be construed as obligating the Committee to delegate authority to an
Administrator, and the Committee may at any time rescind the authority delegated
to an Administrator appointed hereunder or appoint a new Administrator. At all
times, the Administrator appointed under this Section 1.3(c) shall serve in such
capacity at the pleasure of the Committee. Any action undertaken by the
Administrator in accordance with the Committee's delegation of authority shall
have the same force and effect as if undertaken directly by the Committee, and
any reference in the Plan to the Committee shall, to the extent consistent with
the terms and limitations of such delegation, be deemed to include a reference
to the Administrator.

SECTION 1.4       ELIGIBLE PERSONS.

         Awards may be granted to any employee or independent contractor of the
Company or any of its Subsidiaries.

SECTION 1.5       COMMON STOCK SUBJECT TO THE PLAN.

         (a) Limit. Subject to adjustment under Article VIII, the total number
of shares of Common Stock that may be distributed under the Plan shall not
exceed, in the aggregate 725,000 shares of Common Stock. The shares of Common
Stock subject to Awards under the Plan shall be made available from authorized
but unissued Common Stock or from Common Stock issued and held in the treasury
of the Company. All such shares of Common Stock are available for issuance as
Awards of Stock Options, Restricted Shares, unrestricted shares of Common Stock,
Performance Shares, Performance Units or any combination thereof.

         (b) Rules Applicable to Determining Shares Available for Issuance. For
purposes of determining the number of shares of Common Stock that remain
available for issuance, the following rules apply:

                  (i) In connection with the granting of an Award (other than an
Award denominated in dollars), the number of shares of Common Stock with respect
to which the Award is granted or denominated shall be counted against the limit.



                                       7
<PAGE>

                  (ii) To the extent permitted by law or the rules and
regulations of any stock exchange on which the Common Stock is listed, the
number of shares of Common Stock that shall be added back to the limit and shall
again be available for Awards, shall be the corresponding number of shares of
Common Stock that are (A) tendered in payment of the exercise price of an Award
or to satisfy a Participant's tax or other withholding obligations with respect
to an Award; (B) subject to an Award that for any reason expires or is
cancelled, forfeited, or terminated without having been exercised or paid; (C)
withheld from any Award to satisfy a Participant's tax or other withholding
obligations or to pay the exercise price of an Award; and (D) subject to Awards
that are instead settled in cash. Anything to the contrary in this Section
1.5(b) notwithstanding, if an Award is settled in whole or in part by delivery
of fewer than the full number of shares of Common Stock subject to such Award,
the excess, if any, of the number of shares of Common Stock subject to the Award
over the number of shares of Common Stock delivered to the Participant upon
exercise or settlement shall not be counted against the Limit and shall again be
available for Awards.

SECTION 1.6       SECTION 162(m) LIMITS ON AWARDS TO PARTICIPANTS.

         (a) Limits on Certain Stock Options, Stock Appreciation Rights and
Phantom Shares. The maximum aggregate number of shares of Common Stock that may
be granted to any Participant during the five-year period starting on the
Effective Date of the Plan with respect to Stock Options, Stock Appreciation
Rights or Phantom Shares that are granted at no less than 100% of Fair Market
Value on the Date of Grant is 217,500 (regardless of whether Stock Appreciation
Rights and Phantom Shares settled in cash, Common Stock, other Company
securities or a combination thereof), subject to adjustment pursuant to Article
VIII.

         (b) Limits on other Awards. The maximum amount of Awards (other than
those Awards set forth in Section 1.6(a)) intended to qualify for the Section
162(m) Exception that may be awarded to any Participant in respect of any
Performance Period is $1,000,000 (with respect to Awards denominated in cash)
and 72,500 shares of Common Stock (with respect to Awards denominated in shares
of Common Stock), subject to adjustment pursuant to Article VIII.
Notwithstanding the preceding sentence, if in respect of any Performance Period,
the Committee grants to a Participant Awards having an aggregate dollar value
and/or number of shares less than the maximum dollar value and/or number of
shares that could be paid or awarded to such Participant based on the degree to
which the relevant Performance Goals were attained, the excess of such maximum
dollar value and/or number of shares over the aggregate dollar value and/or
number of shares actually subject to Awards granted to such Participant shall be
carried forward and shall increase the maximum dollar value and/or number of
shares that may be awarded to such Participant in respect of the next
Performance Period in respect of which the Committee grants to such Participant
an Award intended to qualify for the Section 162(m) Exception, subject to
adjustment pursuant to Article VIII.

SECTION 1.7       AGREEMENTS.

         The Committee shall determine and set forth in an Agreement the terms
and conditions of each Award (other than an Award of unrestricted Common Stock).
Each Agreement (i) shall state the Date of Grant and the name of the
Participant, (ii) shall specify the terms of the Award,




                                       8
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(iii) shall be signed by a person designated by the Committee and, if so
required by the Committee, by the Participant, (iv) shall incorporate the Plan
by reference and (v) shall be delivered or otherwise made available to the
Participant. The Agreement shall contain such other terms and conditions as are
required by the Plan and, in addition, such other terms not inconsistent with
the Plan as the Committee may deem advisable. The Committee shall have the
authority to adjust the terms of the Agreements relating to an Award in a
jurisdiction outside of the United States (i) to comply with the laws of such
jurisdiction or (ii) to obtain more favorable tax treatment for the Company
and/or any Subsidiary, as applicable, and/or for the Participants in such
jurisdiction. Such authority shall be notwithstanding the fact that the
requirements of the local jurisdiction may be more restrictive than the terms
set forth in the Plan.

SECTION 1.8       SECURITIES LAWS.

         A Stock Option shall not be exercisable and an Award may not be paid in
Common Stock unless either (a) a registration statement under the Securities Act
of 1933, as amended, with respect to the Stock Option and the Common Stock to be
issued shall have become, and continue to be, effective, or (b) the Participant
shall have: (i) represented, warranted and agreed, in form and substance
satisfactory to the Company, at the time of exercising the Option or receiving
the Common Stock that he or she is acquiring the shares for his or her own
account, for investment and not acquiring the shares for his or her own account,
for investment and not with a view to or in connection with any distribution,
(ii) shall have agreed to restrictions on transfer in form and substance
satisfactory to the Company and (iii) shall have agreed to an endorsement that
makes appropriate reference to such representations, warranties, agreements and
restrictions on the certificate(s) representing the shares.

SHARES ISSUED UPON EXERCISE OF THE OPTION OR IN CONNECTION WITH THE OTHER AWARDS
WILL BE SUBJECT TO ALL RESTRICTIONS ON TRANSFER IMPOSED BY THE COMPANY'S AMENDED
AND RESTATED ARTICLES OF INCORPORATION, AS AMENDED, OR AMENDED AND RESTATED
BYLAWS, AS AMENDED, BY STOCKHOLDERS AGREEMENT, OR BY APPLICABLE STATE OR FEDERAL
SECURITIES LAWS.

SECTION 1.9       LOCK-UP.

         If the Company proposes an offering of any of its equity securities
pursuant to a registration statement under the Securities Act of 1933 (whether
for its own account or the account of others), and if requested in writing by
the Company and an underwriter of the proposed offering of common stock or other
securities of the Company to sign any Lock-Up Agreement, the Participant shall
sign the Lock-Up Agreement upon request of the Company. The Company may impose
stop-transfer instructions with respect to the securities subject to the
foregoing restrictions until the end of the Lock-Up Period.




                                       9
<PAGE>

                                   ARTICLE II
                     PROVISIONS APPLICABLE TO STOCK OPTIONS

SECTION 2.1       GRANTS OF STOCK OPTIONS.

         The Committee may from time to time grant to eligible employees Stock
Options on the terms and conditions set forth in the Plan and on such other
terms and conditions as are not inconsistent with the purposes and provisions of
the Plan, as the Committee, in its discretion, may from time to time determine.
Each Agreement covering a grant of Stock Options shall specify the number of
Stock Options granted, the Date of Grant, the exercise price of such Stock
Options, whether such Stock Options are Incentive Stock Options or Non-Qualified
Stock Options, the period during which such Stock Options may be exercised, any
vesting schedule, any Performance Goals and any other terms that the Committee
deems appropriate.

SECTION 2.2       EXERCISE PRICE.

         The Committee shall establish the per share exercise price of a Stock
Option on the Date of Grant in such amount as the Committee shall determine;
provided that such exercise price shall not be less than 85% of the Fair Market
Value of a share of Common Stock on the Date of Grant. The exercise price of any
Stock Option will be subject to adjustment in accordance with the provisions of
Article VIII of the Plan.

SECTION 2.3       EXERCISE OF STOCK OPTIONS.

         (a) Exercisability. Stock Options shall be exercisable only to the
extent the Participant is vested therein, subject to any restrictions that the
Committee shall determine and specify in the applicable Agreement (or any
employment agreement applicable to the Participant). The Committee shall
establish the vesting schedule applicable to the Stock Options granted hereunder
that will specify the period of time, the increments in which a Participant
shall vest in the Stock Options and/or any applicable Performance Goal
requirements, subject to any restrictions that the Committee shall determine and
specify in the applicable Agreement (or any employment agreement applicable to
the Participant). The Committee may, in its sole discretion, accelerate the time
at which a Participant vests in his Stock Options.

         (b) Option Period. For each Stock Option granted, the Committee shall
specify the period during which the Stock Option may be exercised.

         (c) Registration Restrictions. A Stock Option shall not be exercisable,
no transfer of shares of Common Stock shall be made to any Participant, and any
attempt to exercise a Stock Option or to transfer any such shares shall be void
and of no effect, unless and until (i) a registration statement under the
Securities Act of 1933, as amended, has been duly filed and declared effective
pertaining to the shares of Common Stock subject to such Stock Option, and the
shares of Common Stock subject to such Stock Option have been duly qualified
under applicable federal or state securities or blue sky laws or (ii) the
Committee, in its sole discretion, determines, or the Participant, upon the
request of the Committee, provides an opinion of counsel





                                       10
<PAGE>

satisfactory to the Committee, that such registration or qualification is not
required as a result of the availability of an exemption from registration or
qualification under such laws. Without limiting the foregoing, if at any time
the Committee shall determine, in its sole discretion, that the listing,
registration or qualification of the shares of Common Stock subject to such
Stock Option is required under any federal or state law or on any securities
exchange or the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, delivery or
purchase of such shares pursuant to the exercise of a Stock Option, such Stock
Option shall not be exercised in whole or in part unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.

         (d) Exercise in the Event of Termination of Employment, Retirement,
Death or Permanent Disability.

                  (i) Termination other than for Cause, or due to Retirement,
Death or Permanent Disability. Except as otherwise provided in this Section 2.3,
as required with respect to an Incentive Stock Option or as otherwise determined
by the Committee, if (A) the Participant ceases to be an employee of the Company
or any of its Subsidiaries by reason of the voluntary termination by the
Participant or the termination by the Company or any of its Subsidiaries other
than for Cause, his Outstanding Stock Options may be exercised to the extent
then exercisable until the earlier of six months after the date of such
termination or the Expiration Date; (B) the Participant ceases to be an employee
of the Company or any of its Subsidiaries by reason of the Participant's
Retirement, the Participant may exercise his outstanding Stock Options to the
extent exercisable on the date of Retirement until the earlier of the third
anniversary of such date or the Expiration Date; (C) the Permanent Disability of
the Participant occurs prior to any termination of employment, his Outstanding
Stock Options may be exercised to the extent exercisable upon the date of the
onset of such Permanent Disability until the earlier of the third anniversary of
such date or the Expiration Date; and (D) a Participant dies during a period
during which his Stock Options could have been exercised by him, his Outstanding
Stock Options may be exercised to the extent exercisable at the date of death by
the person who acquired the right to exercise such Stock Options by will or the
laws of descent and distribution or permitted transfer until the earlier of the
second anniversary of the date of death or the Expiration Date. Except as
otherwise provided in this Section 2.3 or as otherwise determined by the
Committee, upon the occurrence of an event described in clauses (A), (B), (C) or
(D) of this Section 2.3(d)(i), all rights with respect to Stock Options that are
not vested as of such event will be relinquished.

                  (ii) Termination for Cause. If a Participant's employment with
the Company or any of its Subsidiaries ends due to a Termination for Cause then,
unless the Committee in its discretion determines otherwise, all Outstanding
Stock Options, even if vested, shall terminate effective as of the date of such
termination.

                  (iii) Maximum Exercise Period. Anything in this Section 2.3(d)
to the contrary notwithstanding and unless the Committee determines otherwise,
no Stock Option shall be exercisable after the earlier to occur of (A) the
expiration of the option period set forth in the applicable Agreement or (B) the
10th anniversary of the Date of Grant. If the date determined in




                                       11
<PAGE>

accordance with the preceding sentence is not a business day, the Stock Options
may be exercised up to and including the last business day before such date.

SECTION 2.4       PAYMENT OF PURCHASE PRICE UPON EXERCISE.

         Every share purchased through the exercise of a Stock Option shall be
paid for in full on or before the settlement date for the shares of Common Stock
issued pursuant to the exercise of the Stock Option in cash or, in the
discretion of the Committee, in shares of Common Stock or other securities of
the Company designated by the Committee, in a combination of cash, shares or
such other securities or in any other form of valid consideration that is
acceptable to the Committee in its sole discretion. If the Agreement so
provides, unless prohibited by Section 402 of the Sarbanes-Oxley Act of 2002,
such exercise price may also be paid in whole or in part using a net share
settlement procedure or through the withholding of shares subject to the Stock
Option with a value equal to the exercise price. In accordance with the rules
and procedures established by the Committee for this purpose, unless prohibited
by Section 402 of the Sarbanes-Oxley Act of 2002, a Stock Option may also be
exercised through a "cashless exercise" procedure, approved by the Committee,
involving a broker or dealer, that affords Participants the opportunity to sell
immediately some or all of the shares underlying the exercised portion of the
Stock Option in order to generate sufficient cash to pay the exercise price of
the Stock Option.

SECTION 2.5       NO REPRICING OF STOCK OPTIONS.


         The Committee shall not be authorized to Reprice any Stock Option,
provided that nothing in this Section 2.5 shall prevent the Committee from
making adjustments pursuant to Article VIII.

SECTION 2.6       STOCK APPRECIATION RIGHTS.

         (a) Generally. The Committee may grant Stock Appreciation Rights alone
or in tandem with other Awards.

         (b) Stock Appreciation Rights Granted In Tandem with Stock Options. If
the Stock Appreciation Right is granted in tandem with a Stock Option, such
Stock Appreciation Right may be granted either at the time of the grant of the
Stock Option or by amendment at any time prior to the exercise, expiration or
termination of such Stock Option. The Stock Appreciation Right shall be subject
to the same terms and conditions as the related Stock Option and shall be
exercisable only at such times and to such extent as the related Stock Option is
exercisable. A Stock Appreciation Right, whether granted alone or in tandem with
other Awards, shall entitle the holder to surrender to the Company the related
Stock Option unexercised and receive from the Company in exchange therefor
Common Stock, equal in value to the excess of the Fair Market Value of the
shares of Common Stock subject to such Stock Option, determined as of the day
preceding the surrender of such Stock Option, over the Stock Option aggregate
exercise price. Such amount shall be paid in Common Stock.



                                       12
<PAGE>

         (c) Stock Appreciation Rights Granted Alone or In Tandem with Awards
Other Than Stock Options. Subject to the next sentence, Stock Appreciation
Rights granted alone or in tandem with Awards other than Stock Options shall be
subject to such terms and conditions as the Committee shall establish at or
after the time of grant and set forth in the applicable Agreement. The Committee
shall establish the per share exercise price of a Stock Appreciation Right
granted alone on the Date of Grant in such amount as the Committee shall
determine; provided that such exercise price shall not be less than 100% of the
Fair Market Value of a share of Common Stock on the Date of Grant. The exercise
price of any Stock Appreciation Right will be subject to adjustment in
accordance with the provisions of Article VIII of the Plan.

                                   ARTICLE III
                   PROVISIONS APPLICABLE TO RESTRICTED SHARES

SECTION 3.1       GRANTS OF RESTRICTED SHARES.

         The Committee may from time to time grant to eligible employees
Restricted Shares on the terms and conditions set forth in the Plan and on such
other terms and conditions as are not inconsistent with the purposes and
provisions of the Plan, as the Committee, in its discretion, may from time to
time determine. Each Agreement covering a grant of Restricted Shares shall
specify the number of Restricted Shares granted, the Date of Grant, the price,
if any, to be paid by the Participant for such Restricted Shares, the vesting
schedule (as provided for in Section 3.2) and any Performance Goals for such
Restricted Shares and any other terms that the Committee deems appropriate.

SECTION 3.2       VESTING.

         The Committee shall establish the vesting schedule applicable to
Restricted Shares granted hereunder, which vesting schedule shall specify the
period of time, the increments in which a Participant shall vest in the
Restricted Shares and/or any applicable Performance Goal requirements, subject
to any restrictions that the Committee shall determine and specify in the
applicable Agreement.

SECTION 3.3       RIGHTS AND RESTRICTIONS GOVERNING RESTRICTED SHARES.

         The Participant shall have all rights of a holder as to such shares of
Common Stock (including, to the extent applicable, the right to receive
dividends and to vote), subject to the following restrictions: (a) none of the
Restricted Shares may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of until such shares have vested; and (b) except as
otherwise provided in Section 3.6 below, all unvested Restricted Shares shall be
immediately forfeited upon a Participant's termination of employment with the
Company or any Subsidiary for any reason including the Participant's death,
Retirement or Permanent Disability.

SECTION 3.4       ADJUSTMENT WITH RESPECT TO RESTRICTED SHARES.

         Any other provision of the Plan to the contrary notwithstanding, the
Committee may, in its discretion, at any time accelerate the date or dates on
which Restricted Shares vest. The




                                       13
<PAGE>

Committee may, in its sole discretion, remove any and all restrictions on such
Restricted Shares whenever it may determine that, by reason of changes in
applicable law, the rules of any stock exchange on which the Common Stock is
listed or other changes in circumstances arising after the Date of Grant, such
action is appropriate.

SECTION 3.5       DELIVERY OF RESTRICTED SHARES.

         On the date on which Restricted Shares vest, all restrictions contained
in the Agreement covering such Restricted Shares and in the Plan shall lapse as
to such Restricted Shares. Restricted Share Awards issued hereunder may be
evidenced in such manner as the Committee in its discretion shall deem
appropriate, including, without limitation, book-entry registration or issuance
of one or more stock certificates. If stock certificates are issued, such
certificates shall be delivered to the Participant or such certificates shall be
credited to a brokerage account if the Participant so directs; provided,
however, that such certificates shall bear such legends as the Committee, in its
sole discretion, may determine to be necessary or advisable in order to comply
with applicable federal or state securities laws.

SECTION 3.6       TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH OR PERMANENT
                  DISABILITY.

         If (i) the Participant's employment with the Company or any of its
Subsidiaries ends by reason of voluntary termination by the Participant,
termination by the Company or any of its Subsidiaries other than for Cause,
termination by the Company or any of its Subsidiaries for Cause or the
Participant's Retirement, or (ii) the Participant's death or Permanent
Disability occurs, prior to the date or dates on which Restricted Shares vest,
the Participant shall forfeit all unvested Restricted Shares as of the date of
such event, unless the Committee determines otherwise.

SECTION 3.7       GRANTS OF UNRESTRICTED SHARES.

         Subject to the limit set forth in the proviso in Section 1.5(b) (as
such limit may be adjusted under Article VIII), the Committee may, in its sole
discretion, make awards of unrestricted Common Stock to eligible employees in
recognition of outstanding achievements and performance.

                                   ARTICLE IV
                 PROVISIONS APPLICABLE TO RESTRICTED SHARE UNITS

SECTION 4.1       GRANTS OF RESTRICTED SHARE UNITS.

         The Committee may from time to time grant Restricted Share Units on the
terms and conditions set forth in the Plan and on such other terms and
conditions as are not inconsistent with the purposes and provisions of the Plan
as the Committee, in its discretion, may from time to time determine. Each
Restricted Share Unit awarded to a Participant shall correspond to one share of
Common Stock. Each Agreement covering a grant of Restricted Share Units shall
specify the number of Restricted Share Units granted, the vesting schedule (as
provided for in




                                       14
<PAGE>

Section 4.2) for such Restricted Share Units and any Performance Goals and any
other terms that the Committee deems appropriate.

SECTION 4.2       VESTING.

         The Committee shall establish the vesting schedule applicable to
Restricted Share Units granted hereunder, which vesting schedule shall specify
the period of time, the increments in which a Participant shall vest in the
Restricted Share Units and/or any applicable Performance Goal requirements,
subject to any restrictions that the Committee shall determine and specify in
the applicable Agreement.

SECTION 4.3       ADJUSTMENT WITH RESPECT TO RESTRICTED SHARE UNITS.

         Any other provision of the Plan to the contrary notwithstanding, the
Committee may, in its discretion, at any time accelerate the date or dates on
which Restricted Share Units vest.

SECTION 4.4       SETTLEMENT OF RESTRICTED SHARE UNITS.

         On the date on which Restricted Share Units vest, all restrictions
contained in the Agreement covering such Restricted Share Units and in the Plan
shall lapse as to such Restricted Share Units and the Restricted Stock Units
will be payable, at the discretion of the Committee, in cash equal to the Fair
Market Value of the shares subject to such Restricted Share Units, in shares of
Common Stock or in other securities of the Company designated by the Committee
or in a combination of cash, shares of Common Stock or such other securities.
Restricted Share Units paid in Common Stock may be evidenced in such manner as
the Committee in its discretion shall deem appropriate, including, without
limitation, book-entry registration or issuance of one or more stock
certificates. If stock certificates are issued, such certificates shall be
delivered to the Participant or such certificates shall be credited to a
brokerage account if the Participant so directs; provided, however, that such
certificates shall bear such legends as the Committee, in its sole discretion,
may determine to be necessary or advisable in order to comply with applicable
federal or state securities laws.

SECTION 4.5       TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH OR PERMANENT
                  DISABILITY.

         If (i) the Participant's employment with the Company or any of its
Subsidiaries ends by reason of voluntary termination by the Participant,
termination by the Company or any of its Subsidiaries other than for Cause,
termination by the Company or any of its Subsidiaries for Cause or the
Participant's Retirement, or (ii) the Participant's death or Permanent
Disability occurs, prior to the date or dates on which Restricted Share Units
vest, the Participant shall forfeit all unvested Restricted Share Units as of
the date of such event, unless the Committee determines otherwise and provides
that some or all of such Participant's unvested Restricted Share Units shall
vest as of the date of such event, in which case, in the discretion of the
Committee, either certificates representing shares of Common Stock or other
securities of the Company designated by the Committee or a cash payment equal to
the Fair Market Value of the shares of Common Stock or a combination of cash,
shares of Common Stock, or such other securities, shall be delivered in
accordance with Section 4.4 above, to the Participant or in the




                                       15
<PAGE>

case of the Participant's death, to the person or persons who acquired the right
to receive such certificates by will or the laws of descent and distribution.

                                    ARTICLE V
                     PROVISIONS APPLICABLE TO PHANTOM SHARES

SECTION 5.1       GRANTS OF PHANTOM SHARES.

         The Committee may from time to time grant to eligible employees Phantom
Shares, the value of which is determined by reference to a share of Common
Stock, on the terms and conditions set forth in the Plan and on such other terms
and conditions as are not inconsistent with the purposes and provisions of the
Plan as the Committee, in its discretion, may from time to time determine. Each
Agreement covering a grant of Phantom Shares shall specify the number of Phantom
Shares granted, the Initial Value of such Phantom Shares, the Valuation Dates,
the number of Phantom Shares whose Appreciation Value shall be determined on
each such Valuation Date, any applicable vesting schedule (as provided for in
Section 5.3) and Performance Goals for such Phantom Shares, and any applicable
limitation on payment (as provided for in Section 5.4) for such Phantom Shares
and any other terms that the Committee deems appropriate.

SECTION 5.2       APPRECIATION VALUE.

         (a) Valuation Dates; Measurement of Appreciation Value. The Committee
shall provide in the Agreement for one or more Valuation Dates on which the
Appreciation Value of the Phantom Shares granted pursuant to the Agreement shall
be measured and fixed, and shall designate in the Agreement the number of such
Phantom Shares whose Appreciation Value is to be calculated on each such
Valuation Date. Unless otherwise determined by the Committee, each Valuation
Date shall be December 31 and no Valuation Date shall occur later than the 10th
anniversary of the Date of Grant.

         (b) Payment of Appreciation Value. Except as otherwise provided in
Section 5.5, and subject to the limitation contained in Section 5.4, the
Appreciation Value of a Phantom Share shall be paid to a Participant in cash, or
in the discretion of the Committee, in shares of Common Stock or other
securities of the Company designated by the Committee or in a combination of
cash, shares of Common Stock or such other securities, as soon as practicable
following the Valuation Date applicable to such Phantom Share.

SECTION 5.3       VESTING.

         The Committee may establish a vesting schedule applicable to Phantom
Shares granted hereunder, which vesting schedule shall specify the period of
time, the increments in which a Participant shall vest in the Phantom Shares
and/or any applicable Performance Goal requirements, subject to any restrictions
that the Committee shall determine and specify in the applicable Agreement.





                                       16
<PAGE>

SECTION 5.4       LIMITATION ON PAYMENT.

         The Committee may, in its discretion, establish and set forth in the
Agreement a maximum dollar amount payable under the Plan for each Phantom Share
granted pursuant to such Agreement.

SECTION 5.5       TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH OR PERMANENT
                  DISABILITY.

         (a) Termination Other Than for Cause, or due to Retirement, Death or
Permanent Disability. Except as otherwise provided in this Section 5.5, if,
before the occurrence of one or more Valuation Dates applicable to the
Participant's Outstanding Phantom Shares, (i) the Participant's employment with
the Company or any of its Subsidiaries ends by reason of the voluntary
termination by the Participant, the termination by the Company or any of its
Subsidiaries other than for Cause or the Participant's Retirement or (ii) the
Participant's death or Permanent Disability occurs prior to any termination of
employment, then, unless the Committee, in its discretion, determines otherwise,
the Appreciation Value of each Outstanding Phantom Share as to which the
Participant's rights are vested as of the date of such event shall be the lesser
of (x) the Appreciation Value of such Phantom Share calculated as of the date of
such event or (y) the Appreciation Value of such Phantom Share calculated as of
the originally scheduled Valuation Date applicable thereto. Unless the
Committee, in its discretion, determines otherwise, the Appreciation Value so
determined for each such vested Outstanding Phantom Share shall then be payable
to the Participant following the originally scheduled Valuation Date applicable
thereto in accordance with Section 5.2(b). Upon the occurrence of an event
described in this Section 5.5(a), unless the Committee determines otherwise, all
rights with respect to Phantom Shares that are not vested as of such date will
be relinquished.

         (b) Termination for Cause. If a Participant's employment with the
Company or any of its Subsidiaries ends due to a Termination for Cause, then,
unless the Committee, in its discretion, determines otherwise, all Outstanding
Phantom Shares, whether or not vested, and any and all rights to the payment of
Appreciation Value with respect to such Outstanding Phantom Shares shall be
forfeited effective as of the date of such termination.

                                   ARTICLE VI
                               PERFORMANCE AWARDS

SECTION 6.1       GRANTS OF PERFORMANCE AWARDS.

         The Committee may from time to time grant to eligible employees
Performance Awards consisting of Performance Shares or Performance Units on the
terms and conditions set forth in the Plan and on such other terms and
conditions as are not inconsistent with the purposes and provisions of the Plan,
as the Committee, in its discretion, may from time to time determine.
Performance Awards may be granted either alone or in addition to other Awards
made under the Plan.

SECTION 6.2       PERFORMANCE GOALS.



                                       17
<PAGE>

         Unless otherwise determined by the Committee, the grant, vesting and/or
exercisability of Performance Awards shall be conditioned, in whole or in part,
on the attainment of performance targets, in whole or in part, related to one or
more performance goals over a Performance Period. For any such Performance
Awards that are intended to qualify for the Section 162(m) Exception, the
performance targets on which the grant, vesting and/or exercisability are
conditioned shall be selected by the Committee from a Section 162(m) Performance
Goal or any combination thereof. The Performance Goals may be described in terms
of objectives that are related to the individual Participant or objectives that
are Company-wide or related to a Subsidiary, division, department, region,
function or business unit and may be measured on an absolute or cumulative basis
or on the basis of percentage of improvement over time, and may be measured in
terms of Company performance (or performance of the applicable Subsidiary,
division, department, region, function or business unit) or measured relative to
selected peer companies or a market index.

SECTION 6.3       PERFORMANCE GOALS ON AWARDS OTHER THAN PERFORMANCE AWARDS.

         The Committee, in its sole discretion, may also require that the grant,
vesting and/or exercisability of Awards other than Performance Awards be
conditioned, in whole or in part, on the attainment of performance targets, in
whole or in part, related to Performance Goals over a Performance Period, as
described in Section 6.2.

SECTION 6.4       DISCRETION TO REDUCE AWARDS.

         The Committee retains the right to reduce any Award below the maximum
amount that could be paid based on the degree to which the Performance Goals
related to such Award were attained. The Committee may not increase any Award
intended to qualify for the Section 162(m) Exception in any manner that would
adversely affect the treatment of the Award under the Section 162(m) Exception.

SECTION 6.5       ADJUSTMENT OF CALCULATION OF PERFORMANCE GOALS.

         If, during any Performance Period, any recapitalization,
reorganization, merger, acquisition, divestiture, consolidation, spin-off,
combination, liquidation, dissolution, sale of assets or other similar corporate
transaction or event, or any other extraordinary event or circumstance occurs
which the effect, as determined by the Committee, in its sole and absolute
discretion, of distorting the applicable performance criteria involving the
Company, including, without limitation, changes in accounting standards, the
Committee may adjust or modify, as determined by the Committee, in its sole and
absolute discretion, the calculation of the Performance Goals, to the extent
necessary to prevent reduction or enlargement of the Participants' Awards under
the Plan for such Performance Period attributable to such transaction,
circumstance or event. All determinations that the Committee makes pursuant to
this Section 6.5 shall be conclusive and binding on all persons for all
purposes.



                                       18
<PAGE>

                                   ARTICLE VII
                      DIVIDEND EQUIVALENTS AND OTHER AWARDS

SECTION 7.1       DIVIDEND EQUIVALENTS.

         Subject to the provisions of this Plan and any Agreement, the recipient
of an Award (including, without limitation, any Award deferred pursuant to
Section 9.9) may, if so determined by the Committee, be entitled to receive,
currently or on a deferred basis, interest or dividends or Dividend Equivalents,
with respect to the number of shares of Common Stock covered by the Award, as
determined by the Committee, in its sole discretion, and the Committee may
provide that such amounts (if any) shall be deemed to have been reinvested in
additional shares of Common Stock or otherwise reinvested and/or shall be
subject to the same terms and conditions (including vesting and forfeiture
provisions) as the related Award.

SECTION 7.2       OTHER AWARDS.

         The Committee shall have the authority to specify the terms and
provisions of other forms of equity-based or equity-related awards not described
above that the Committee determines to be consistent with the purpose of the
Plan and the interests of the Company. Other Awards may also include cash
payments under the Plan which may be based on one or more criteria determined by
the Committee that are unrelated to the value of Common Stock and that may be
granted in tandem with, or independent of, Awards granted under the Plan.

                                  ARTICLE VIII
                       EFFECT OF CERTAIN CORPORATE CHANGES

         In the event of a merger, consolidation, stock-split, reverse
stock-split, dividend, distribution, combination, reclassification,
reorganization, merger, consolidation, split-up, spin-off or recapitalization
that changes the character or amount of the Common Stock or any other changes in
the corporate structure, equity securities or capital structure of the Company,
the Committee shall make such adjustments, if any, to (i) the number and kind of
securities subject to any outstanding Award, (ii) the exercise price or purchase
price, if any, of any outstanding Award or the Initial Value of any Outstanding
Phantom Shares, and (iii) the maximum number and kind of securities referred to
in Sections 1.5(a) and (b) and Sections 1.6(a) and (b) of the Plan, in each
case, as it deems appropriate. The Committee may, in its sole discretion, also
make such other adjustments as it deems appropriate in order to preserve the
benefits or potential benefits intended to be made available hereunder. All
determinations that the Committee makes pursuant to this Article VIII shall be
conclusive and binding on all persons for all purposes.

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1       NO RIGHTS TO AWARDS OR CONTINUED EMPLOYMENT.

         Nothing in the Plan or in any Agreement, nor the grant of any Award
under the Plan, shall confer upon any individual any right to be employed by or
to continue in the employment of the Company or any Subsidiary, nor to be
entitled to any remuneration or benefits not set forth





                                       19
<PAGE>

in the Plan or such Agreement, including the right to receive any future Awards
under the Plan or any other plan of the Company or any Subsidiary or interfere
with or limit the right of the Company or any Subsidiary to modify the terms of
or terminate such individual's employment at any time for any reason.

SECTION 9.2       RESTRICTION ON TRANSFER.

         The rights of a Participant with respect to any Award shall be
exercisable during the Participant's lifetime only by the Participant and shall
not be transferable by the Participant to whom such Award is granted, except by
will or the laws of descent and distribution, provided that the Committee may
permit other transferability, subject to any conditions and limitations that it
may, in its sole discretion, impose.

SECTION 9.3       TAXES.

         The Company or a Subsidiary, as appropriate, shall have the right to
deduct from all payments made under the Plan to a Participant or to a
Participant's estate any federal, state, local or other taxes required by law to
be withheld with respect to such payments. The Committee, in its discretion, may
require, as a condition to the exercise or settlement of any Award or delivery
of any certificate(s) for shares of Common Stock, that an additional amount be
paid in cash equal to the amount of any federal, state, local or other taxes
required to be withheld as a result of such exercise or settlement. In addition,
unless prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, the
Committee may establish procedures to allow Participants to satisfy such
withholding obligations through a net share settlement procedure or the
withholding of shares subject to the applicable Award, or through a "cashless
exercise" procedure as described in Section 2.4. Any Participant who makes an
election under Section 83(b) of the Code to have his Award taxed in accordance
with such election must give notice to the Company of such election immediately
upon making a valid election in accordance with the rules and regulations of the
Code. Any such election must be made in accordance with the rules and
regulations of the Code.

SECTION 9.4       STOCKHOLDER RIGHTS.

         No Award under the Plan shall entitle a Participant or a Participant's
estate or permitted transferee to any rights of a holder of shares of Common
Stock of the Company, except as provided in Article III with respect to
Restricted Shares or when and until the Participant, the Participant's estate or
the permitted transferee is registered on the books and records of the Company
as a stockholder with respect to the exercise or settlement of such Award.

SECTION 9.5      NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE CHANGES.

         The Plan shall not affect in any way the right or power of the Company
or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stock whose rights are superior to or
affect the Common Stock or the rights or which are convertible into or
exchangeable for Common Stock,





                                       20
<PAGE>

or the dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

SECTION 9.6       SOURCE OF PAYMENTS.

         The general funds of the Company shall be the sole source of cash
settlements of Awards under the Plan and payments of Appreciation Value and the
Company shall not have any obligation to establish any separate fund or trust or
other segregation of assets to provide for payments under the Plan. Nothing
contained in this Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Company and a Participant or any other person. To the
extent a person acquires any rights to receive payments hereunder from the
Company, such rights shall be no greater than those of an unsecured creditor.

SECTION 9.7       EXERCISE PERIODS FOLLOWING TERMINATION OF EMPLOYMENT.

         For the purposes of determining the dates on which Awards may be
exercised following a termination of employment or following the Retirement,
death or Permanent Disability of a Participant, the day following the date of
such event shall be the first day of the exercise period and the Award may be
exercised up to and including the last business day falling within the exercise
period. Thus, if the last day of the exercise period is not a business day, then
the last date an Award may be exercised is the last business day preceding the
end of the exercise period.

SECTION 9.8       BREACH OF AGREEMENTS.

         The Committee may include in any Agreement a provision requiring the
Participant to return gains (as defined by the Committee) realized on Awards
made under the Plan in the event the Committee determines that a material breach
of specified obligations under one or more written agreements between a
Participant and the Company occurred during the period specified in such written
agreements after termination of the Participant's employment with the Company or
a Subsidiary.

SECTION 9.9       EMPLOYMENT OF PARTICIPANT BY SUBSIDIARY.

         Unless the Committee determines otherwise, the employment of a
Participant who works for a Subsidiary shall terminate, for Plan purposes, on
the date on which the Participant's employing company ceases to be a Subsidiary.

                                    ARTICLE X
                            AMENDMENT AND TERMINATION

         The Plan may be terminated and may be altered, amended, suspended or
terminated at any time, in whole or in part, by the Board; provided, however,
that no alteration or amendment will be effective without stockholder approval
if such approval is required by law or under the rules of the Nasdaq or other
principal stock exchange on which the Common Stock is listed. No




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termination or amendment of the Plan, without the consent of the Participant to
whom an Award been made, may materially adversely affect the rights of such
Participant in such Award. Unless previously terminated pursuant to this Article
X, the Plan shall terminate on the 10th anniversary of the Effective Date , and
no further Awards may be granted hereunder after such date; provided, that any
Award made prior to such termination shall continue and terminate only in
accordance with the terms of such Award.

                                   ARTICLE XI
                                 INTERPRETATION

SECTION 11.1      GOVERNMENTAL REGULATIONS.

         The Plan, and all Awards hereunder, shall be subject to all applicable
rules and regulations of governmental or other authorities.

SECTION 11.2      HEADINGS.

         The headings of articles and sections herein are included solely for
convenience of reference and shall not affect the meaning of any of the
provisions of the Plan.

SECTION 11.3      GOVERNING LAW.

         The Plan and all rights hereunder shall be construed in accordance with
and governed by the laws of the State of Nevada.

                                   ARTICLE XII
                     EFFECTIVE DATE AND STOCKHOLDER APPROVAL

         The Plan became effective upon its adoption by the Board and approval
by the stockholders of the Company on October 21, 2005.


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