EXHIBIT
      10.1

    


    FLOTEK
      INDUSTRIES INC. 2003

    LONG-TERM
      INCENTIVE PLAN

    


    


    1. PURPOSE.

    


    This
      Plan
      is intended to provide employees, directors, consultants and other individuals
      (individually, a "Participant" and, collectively, the "Participants") rendering
      services to or on behalf of Flotek Industries Inc. (the "Corporation") and/or
      one or more of its subsidiaries (individually, a "Subsidiary" and, collectively,
      the "Subsidiaries") an opportunity to acquire an equity interest in the
      Corporation. The Corporation intends to use the Plan to link the long-term
      interests of stockholders of the Corporation and Plan Participants, attract
      and
      retain Participants' services, motivate Participants to increase the
      Corporation's value, and create flexibility in compensating
      Participants.

    


    The
      Plan
      allows the Corporation to reward Participants with (i) incentive stock options
      and/or non-qualified stock options to purchase shares of common stock of the
      Corporation, (ii) stock appreciation rights with respect to shares of common
      stock of the Corporation, (iii) shares of common stock of the Corporation,
      (iv)
      performance share awards which are designated as a specified number of shares
      of
      common stock of the Corporation and earned based on performance, and (v)
      performance unit awards which are designated as having a certain value per
      unit
      and earned based on performance (individually an "Award" and collectively the
      "Awards").

    


    The
      Corporation has reserved the number of shares of common stock of the Corporation
      specified in Section 6(a) for purposes of the Plan.

    


    2. DEFINITIONS.

    


    
      (a)      
        "Award"
        shall mean any award granted under the Plan.

    

    


    (b)  "Award
      Agreement" shall mean, with respect to each Award, the signed written agreement
      between the Corporation and the Participant receiving the Award setting forth
      the terms and conditions of the Award. The general terms and conditions
      described in this Plan with respect to such type of Award shall be incorporated
      by reference into the Award Agreement and shall apply to such Award, except
      to
      the extent specifically provided otherwise in the Award Agreement. In the event
      of a conflict between the terms of the Plan and an Award Agreement, the terms
      of
      the Plan shall govern.

    


    (c)  "Board"
      shall mean the Board of Directors of the Corporation.

    


    (d)  "Change-in-Control"
      of the Corporation shall mean the first to occur of the following events
      occurring on or following the Effective Date of the Plan:

    


    (i)  Any
      Person (other than those Persons in control of the Corporation on the Effective
      Date of the Plan, a trustee or other fiduciary holding securities under an
      employee benefit plan of the Corporation, or a corporation owned directly or
      indirectly by the stockholders of the Corporation in substantially the same
      proportions as their ownership of stock of the Corporation) becomes the
      beneficial owner, directly or indirectly, of securities of the Corporation
      representing twenty percent (50%) or more of the combined voting power of the
      Corporation's then outstanding securities; or

    


    (ii)  During
      any period of one (1) year (not including any period prior to the Effective
      Date
      of the Plan), individuals who at the beginning of such period constitute the
      Board (and any new Director whose election by the Corporation's stockholders
      was
      approved by a vote of at least two-thirds (2/3) of the Directors then still
      in
      office who either were Directors at the beginning of the period or whose
      election or nomination for election was so approved) cease for any reason to
      constitute a majority thereof;

    


    (iii)  The
      stockholders of the Corporation approve (A) an agreement for the sale or
      disposition of all or substantially all the Corporation's assets, or (B) a
      merger, consolidation, or reorganization of the Corporation with or involving
      any other entity, other than a merger, consolidation, or reorganization that
      would result in the voting securities of the Corporation outstanding immediately
      prior thereto continuing to represent (either by remaining outstanding or by
      being converted into voting securities of the surviving entity) at least fifty
      percent (50%) of the combined voting power of the securities of the Corporation
      (or such surviving entity) outstanding immediately after such merger,
      consolidation, or reorganization.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    However,
      in no event shall a Change-in-Control be deemed to have occurred with respect
      to
      a Participant, if the Participant is part of a purchasing group which
      consummates the Change-in-Control transaction. The Participant shall be deemed
      "part of a purchasing group" for purposes of the preceding sentence if the
      Participant is an equity participant in the purchasing group (except for (i)
      passive ownership of less than three percent (3%) of the stock of the purchasing
      group, or (ii) ownership of equity participation in the purchasing group which
      is otherwise not significant, as determined prior to the Change-in-Control
      by
      the Committee).

    


    (e)  "Code"
      shall mean the Internal Revenue Code of 1986, as amended.

    


    (f)  "Committee"
      shall mean the Compensation Committee or any special committee appointed by
      the
      Board in accordance with Section 4 to administer the Plan, unless the Board,
      itself, administers the Plan.

    


    (g)  "Common
      Stock" shall mean the voting common stock of the Corporation, as constituted
      on
      the Effective Date of the Plan, or any shares or securities into which the
      Common Stock may be changed, reclassified, subdivided, consolidated or converted
      thereafter.

    


    (h)  "Compensation
      Committee" shall mean the compensation committee of the Board.

    


    (i)  "Consultant"
      shall mean any individual who is not an Employee or Director and who has or
      will
      render services to or on behalf of the Corporation or a Subsidiary.

    


    (j)  "Corporation"
      or “Company” shall mean Flotek Industries Inc., a corporation organized under
      the laws of Delaware, and any successor or continuing corporation resulting
      from
      the amalgamation of the Corporation and any other corporation or resulting
      from
      any other form of corporate reorganization of the Corporation.

    


    (k)  "Director"
      shall mean a member of the Board.

    


    (l)  "Effective
      Date" shall mean May 22, 2003.

    


    (m)  "Employee"
      shall mean any individual, including an officer, who is a common law employee
      of
      the Corporation or a Subsidiary.

    


    (n)  "Exchange
      Act" shall mean the Securities Exchange Act of 1934, as amended.

    


    (o)  "Exercise
      Price" shall mean:

    


    (i)  With
      respect to an Option, the price per Share at which the Option may be exercised,
      as determined by the Committee and as specified in the Participant's Award
      Agreement; or

    


    (ii)  With
      respect to a Stock Appreciation Right, the price per Share which is the base
      price for determining the future value of the Stock Appreciation Right, as
      determined by the Committee and as specified in the Participant's Award
      Agreement.

    


    (p)  "Fair
      Market Value" shall mean the value of one Share determined as of any specified
      date, and such value shall be equal to the per share “closing” price of the
      Common Stock (on the principal exchange or the over the counter market on which
      Shares are traded) on the business day immediately preceding the date as of
      which such determination is to be made.

    


    (q)  "For
      Cause" shall mean the termination of a Participant's status as an Employee
      or a
      Consultant (as applicable) for any of the following reasons, as determined
      by
      the Committee:

    


    (i)  A
      Participant who is an Employee and who willfully fails to substantially perform
      the Participant's duties (other than any such failure resulting from the
      Participant's Total and Permanent Disability) after a written demand for
      substantial performance has been delivered by the Corporation to the Participant
      that specifically identifies the manner in which the Corporation believes that
      the Participant has not substantially performed the Participant's duties, and
      the Participant fails to remedy such failure within ten (10) calendar days
      after
      receiving such notice;

    


    (ii)  A
      Participant who is a Consultant and who commits a material breach of any
      consulting, confidentiality or similar agreement with the Corporation or a
      Subsidiary, as determined under such agreement;

    


    (iii)  A
      Participant who is an Employee or a Consultant and who is convicted (by trial,
      plea of guilty or plea of nolo contendere) for committing an act of fraud,
      embezzlement, theft, or other act constituting a felony; or

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iv)  A
      Participant who is an Employee or a Consultant and who willfully engages in
      gross misconduct or willfully violates a Corporation or a Subsidiary policy
      which is materially and demonstrably injurious to the Corporation and/or a
      Subsidiary after a written demand to cease such misconduct or violation has
      been
      delivered by the Company to the Participant that specifically identifies the
      manner in which the Company believes that the Participant has violated this
      Paragraph (iv), and the Participant fails to cease such misconduct or violation
      and remedy any injury suffered by the Corporation or the Subsidiary as a result
      thereof within thirty (30) calendar days after receiving such notice. However,
      no act or failure to act, on the Participant's part shall be considered
      "willful" unless done, or omitted to be done, by the Participant not in good
      faith and without reasonable belief that the Participant's action or omission
      was in the best interest of the Corporation or the Subsidiary; or

    


    (v)  A
      Participant who is an Employee and who commits a material breach of any
      noncompetition, confidentiality or similar agreement with the Corporation or
      a
      Subsidiary, as determined under such agreement.

    


    (r)  "Incentive
      Stock Option" shall mean an Option of the type which is described in Section
      422(b) of the Code.

    


    (s)  "Non-Employee
      Director" shall mean a member of the Board who is not an Employee.

    


    (t)  "Non-qualified
      Stock Option" shall mean an Option which is not of the type described in Section
      422(b) of the Code.

    


    (u)  "Option"
      shall mean any Option which is granted pursuant to the Plan to purchase one
      or
      more Shares of Common Stock, whether granted as an Incentive Stock Option or
      as
      a Non-qualified Stock Option.

    


    (v)  "Participant"
      shall mean any individual to whom an Award has been granted under the Plan,
      and
      such term shall include, where appropriate, the duly appointed conservator
      or
      other legal representative of a mentally incompetent Participant and the
      allowable transferee of a deceased Participant, as provided in the
      Plan.

    


    (w)  "Performance
      Share" shall mean an Award designated as a specified number of Shares which
      may,
      in whole or in part, be earned by and paid to a Participant at the end of a
      performance period based on performance during that period in achieving the
      performance objectives specified in the Participant's Award Agreement. A
      Performance Share may be settled in cash or Shares, as provided in the
      Participant's Award Agreement.

    


    (x)  "Performance
      Unit" shall mean an Award designated as a specified dollar value which may,
      in
      whole or in part, be earned by and paid to the Participant at the end of a
      performance period based on performance during that period in achieving the
      performance objectives specified in the Participant's Award Agreement. A
      Performance Unit may be settled in cash or Shares, as provided in the
      Participant's Award Agreement.

    


    (y)  "Person"
      shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
      Act and used in Section 13(d) and 14(d) thereof, including a "group" as defined
      in Section 13(d).

    


    (z)  "Plan"
      shall mean this Flotek Industries Inc. 2003 Long-Term Incentive Plan, as
      amended.

    


    (aa)  "Pyramiding"
      shall mean a Participant's payment, in whole or in part, of the Exercise Price
      of an Option made by exchanging a Share(s) that the Participant had acquired
      pursuant to the exercise of another option during the preceding six (6) months
      (under this Plan or any other plan or program of the Corporation or a
      Subsidiary) or had otherwise acquired from the Corporation or a Subsidiary
      during the preceding six (6) months without paying full consideration for such
      Share(s).

    


    (bb)  "Reload"
      shall mean the grant of new Options to a Participant who pays all or a portion
      of the Exercise Price of an Option with previously acquired Shares, with the
      number of new Options being equal to the number of Shares submitted by the
      Participant.

    


    (cc)  "Restricted
      Stock" shall mean a Share(s) of Common Stock issued to a Participant which
      will
      Vest in accordance with the conditions, if any, specified in the Participant's
      Award Agreement.

    


    (dd)  "Retirement"
      shall mean, except as otherwise specifically provided in an Award
      Agreement:

    


    (i)  A
      Participant's voluntary termination of employment with the Corporation and
      its
      Subsidiaries at or following "normal retirement age" (as defined in the
      Corporation's or the Subsidiary's qualified 401(k) retirement plan covering
      the
      Participant), or

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (ii)  If
      there
      is no such plan, the Participant's voluntary termination of employment with
      the
      Corporation and, if applicable, all Subsidiaries at or following age
      65.

    


    (ee)  "Share"
      shall mean one authorized share of Common Stock.

    


    (ff)  "Stock
      Appreciation Right" or "SAR" shall mean a right issued to a Participant to
      receive all or any portion of the future appreciation in the Fair Market Value
      of one Share over the Exercise Price of such Right. A Stock Appreciation Right
      may be settled in cash or Shares, as provided in the Participant's Award
      Agreement.

    


    (gg)  "Subsidiary"
      shall mean:

    


    (i)  For
      purposes of granting Incentive Stock Options, any corporation (other than the
      Corporation) in an unbroken chain of corporations beginning with the Corporation
      if, at the time of granting an Award, each of the corporations (other than
      the
      last corporation in the unbroken chain) owns stock possessing 50% or more of
      the
      voting power in one of the other corporations in such chain; and

    


    (ii)  For
      all
      other purposes of the Plan, any business entity (other than the Corporation)
      in
      which the Corporation has an equity interest.

    


    (hh)  "Tandem
      Option/Stock Appreciation Right" shall mean an Option to purchase a specified
      number of Share(s) and a Stock Appreciation Right granted with respect to a
      specified number of Share(s) which are granted together and designated as a
      "Tandem Option/SAR" in the Participant's Award Agreement, whereby the exercise
      of either the Option or the SAR cancels the other granted in tandem with
      it.

    


    (ii)  "Ten
      Percent Stockholder" shall, for purposes of granting Incentive Stock Options,
      have the meaning ascribed to such term in Code Section 422(b)(6) or in any
      successor provision of the Code.

    


    (jj)  "Total
      and Permanent Disability" shall mean with respect to a Participant:

    


    (i)  The
      mental or physical disability, either occupational or non-occupational in cause,
      which satisfies the definition of "total disability" in the principal long-term
      disability policy or plan provided by the Corporation or a Subsidiary covering
      the Participant; or

    


    (ii)  If
      no
      such policy is then covering the Participant, a physical or mental infirmity
      which, as determined by the Committee, upon receipt of and in reliance on
      sufficient competent medical advice from one or more individuals, selected
      by
      the Committee, who are qualified to give professional medical advice, impairs
      the Participant's ability to substantially perform the Participant's duties
      for
      a period of at least one hundred eighty (180) consecutive days.

    


    (kk)  "Vest"
      or
      "Vesting" shall mean the date on which an Award becomes exercisable, payable
      and/or nonforfeitable, as applicable.

    


    (ll)  "Voting
      Power" shall mean the total combined rights to cast votes at and election for
      members of the Board.

    


    3. EFFECTIVE
      DATE.

    


    The
      Plan
      was adopted by the Board on the Effective Date, subject to the approval of
      the
      Corporation's stockholders in accordance with Section 18.

    


    4. ADMINISTRATION.

    


    (a)  Administration
      by the Board or the Committee.

    


    (i)  The
      Plan
      shall be administered by the Board, unless the Board appoints the Compensation
      Committee or another Committee to administer the Plan. The Compensation
      Committee or any other Committee administering the Plan may, but is not required
      to, satisfy the criteria set forth in Section 4(a)(ii). With respect to any
      period during which the Board administers the Plan, the term "Committee" as
      used
      in the Plan and any Award Agreement shall mean the Board.

    


    (ii)  For
      purposes of Section 4(a)(i), the Committee may consist of not less than two
      members, each of whom shall be a "non-employee director" within the meaning
      of
      Rule 16b-3(b)(iii) promulgated by the Securities and Exchange Commission under
      the Exchange Act, and an "outside director" within the meaning of Section
      162(m)(4)(C)(i) of the Code and the regulations issued thereunder.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)  Actions
      of the Committee.

    


    (i)  The
      Committee shall hold meetings at such times and places as it may determine.
      For
      a Committee meeting, if the Committee has two members, both members must be
      present to constitute a quorum, and if the Committee has three or more members,
      a majority of the Committee shall constitute a quorum. Acts by a majority of
      the
      members present at a meeting at which a quorum is present and acts approved
      in
      writing by all the members of the Committee shall constitute valid acts of
      the
      Committee.

    


    (ii)  Members
      of the Committee may vote on any matters affecting the administration of the
      Plan or the grant of any Award pursuant to the Plan, subject to the remainder
      of
      this Section 4(b)(ii). No member shall act upon the granting of an Award to
      himself or herself.

    


    (c)  Powers
      of
      the Committee.

    


    On
      behalf
      of the Corporation and subject to the provisions of the Plan and Rule 16b-3
      of
      the Exchange Act, the Committee shall have the authority and complete discretion
      to:

    


    (i)  Prescribe,
      amend and rescind rules and regulations relating to the Plan, and, if desired,
      delegate authority to take actions under the Plan to the President or other
      appropriate officer(s) of the Corporation within the limits determined by the
      Committee;

    


    (ii)  Select
      Participants to receive Awards;

    


    (iii)  Determine
      the form and terms of Awards;

    


    (iv)  Determine
      the number of Shares or other consideration subject to Awards;

    


    (v)  Determine
      whether Awards will be granted singly, in combination or in tandem with, in
      replacement of, or as alternatives to, other Awards under the Plan or any other
      incentive or compensation plan of the Corporation or any
      Subsidiary;

    


    (vi)  Construe
      and interpret the Plan, any Award Agreement and any other agreement or document
      executed pursuant to the Plan;

    


    (vii)  Correct
      any defect or omission, or reconcile any inconsistency in the Plan, any Award
      or
      any Award Agreement;

    


    (viii)  Determine
      whether an Award has been earned and/or Vested;

    


    (ix)  Determine
      whether a Participant has incurred a Total and Permanent
      Disability;

    


    (x)  Accelerate
      or, with the consent of the Participant, defer the Vesting of any Award and/or
      the exercise date of any Award;

    


    (xi)  Determine
      whether a Participant's status with the Corporation or any Subsidiary has been
      terminated For Cause;

    


    (xii)  Authorize
      any person to execute on behalf of the Corporation or any Subsidiary any
      instrument required to effectuate the grant of an Award;

    


    (xiii)  With
      the
      consent of the Participant, reprice, cancel and reissue, or otherwise adjust
      the
      terms of an Award previously issued to the Participant;

    


    (xiv)  Determine
      when an Employee's period of employment is deemed to be continued during an
      approved leave of absence;

    


    (xv)  Determine
      when a Consultant's period of rendering service is deemed to be continuous
      notwithstanding a period of interrupted service and when a Consultant's period
      of rendering services has ended;

    


    (xvi)  Determine,
      upon review of relevant information, the Fair Market Value of the Common Stock;
      and

    


    (xvii)  Make
      all
      other determinations deemed necessary or advisable for the administration of
      the
      Plan.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)  Committee's
      Interpretation of the Plan.

    


    The
      Committee's interpretation and construction of any provision of the Plan, of
      any
      Award granted under the Plan, or of any Award Agreement shall be final and
      binding on all persons claiming an interest in an Award granted or issued under
      the Plan. Neither the Committee, a member of the Committee nor any Director
      shall be liable for any action or determination made in good faith with respect
      to the Plan. The Corporation, in accordance with its bylaws, shall indemnify
      and
      defend such parties to the fullest extent provided by law and such
      bylaws.

    


    5. PARTICIPATION.

    


    (a)  Eligibility
      for Participation.

    


    Subject
      to the conditions of Section 5(b), all Employees, Directors and Consultants
      rendering services to the Corporation and/or any Subsidiary are eligible to
      be
      selected as Participants by the Committee. The Committee's determination of
      an
      individual's eligibility for participation shall be final.

    


    (b)  Eligibility
      for Awards.

    


    The
      Committee has the authority to grant Award(s) to Participants. A Participant
      may
      be granted more than one Award under the Plan.

    


    6. SHARES
      OF
      STOCK OF THE CORPORATION.

    


    (a)  Shares
      Subject to the Plan.

    


    Awards
      granted under the Plan shall be with respect to 700,000 authorized but unissued
      or reacquired Shares of Common Stock.

    


    (b)  Allocation
      of Shares Which May be Granted as Restricted Stock.

    


    Of
      the
      Shares authorized under Section 6(a), only 140,000 Shares may be issued as
      Restricted Stock.

    


    (c)  Adjustment
      of Shares.

    


    In
      the
      event of an adjustment described in Section 13, then (i) the number of Shares
      reserved for issuance under the Plan, (ii) the Exercise Price of and number
      of
      Shares subject to outstanding Options, (iii) the Exercise Price of and number
      of
      Shares with respect to which there are outstanding Stock Appreciation Rights,
      and (iv) any other factor pertaining to outstanding Awards shall be duly and
      proportionately adjusted, subject to any required action by the Board or the
      stockholders of the Corporation and compliance with applicable securities laws;
      provided, however, that fractions of a Share shall not be issued but shall
      either be paid in cash at Fair Market Value or shall be rounded up to the
      nearest Share, as determined by the Committee.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    (d)  Awards
      Not to Exceed Shares Available.

    


    The
      number of Shares subject to Awards which have been granted under the Plan at
      any
      time during the Plan's term shall not, in the aggregate at any time, exceed
      the
      number of Shares authorized for issuance under the Plan. The number of Shares
      subject to an Award which expires, is canceled, is forfeited or is terminated
      for any reason other than, and to the extent, being settled in Shares shall
      again be available for issuance under the Plan.

    


    7. GENERAL
      TERMS AND CONDITIONS OF AWARDS.

    


    
      (a)    
        Award
        Agreements.

    

    


    Each
      Award shall be evidenced by a written Award Agreement which shall set forth
      the
      terms and conditions pertaining to such Award. Each Award Agreement shall
      specify the manner and procedure for exercising an Award, if relevant for the
      Award, and specify the effective date of such exercise.

    


    (b)  Number
      of
      Shares Covered by an Award.

    


    Each
      Award Agreement shall state the number of Shares subject to the Award, subject
      to adjustment of such Shares pursuant to Section 13.

    


    (c)  Other
      Provisions.

    


    An
      Award
      Agreement may contain such other provisions as the Committee in its discretion
      deems advisable, including but not limited to: 

    


    (i)  Restrictions
      on the exercise of the Award;

    


    (ii)  Submission
      by the Participant of such forms and documents as the Committee may require;
      and/or

    


    (iii)  Procedures
      to facilitate the payment of the Exercise Price of an Option under any method
      allowable under Section 16.

    


    (d)  Vesting
      of Awards.

    


    Each
      Award Agreement shall include a Vesting schedule describing the date, event
      or
      act upon which an Award shall Vest, in whole or in part, with respect to all
      or
      a specified portion of the Shares covered by such Award. The condition shall
      not
      impose upon the Corporation or any Subsidiary any obligation to retain the
      Participant in its employ for any period as an Employee, Director and/or
      Consultant.

    


    (e)  Effect
      of
      Termination of Employment, Directorship or Consultancy on Nonvested and Vested
      Awards.

    


    (i)  For
      purposes of the Plan, a Participant's status as an Employee, a Director or
      a
      Consultant shall be determined by the Committee and will be treated as
      continuing intact while the Participant is on military leave, sick leave or
      other bona fide leave of absence, as determined by the Committee.

    


    (ii)  If
      a
      Participant ceases to be an Employee, a Director and/or a Consultant for any
      reason (A) the Participant's Award(s) which are not Vested at the time that
      the
      Participant ceases to be an Employee, a Director or a Consultant (as applicable)
      shall be forfeited, and (B) the Participant's Award(s) which are Vested at
      the
      time the Participant ceases to be an Employee, a Director or a Consultant (as
      applicable) shall be forfeited and/or expire on the terms specified in Sections
      8 through 11, as applicable.

    


    (f)  Nontransferability
      of Awards.

    


    An
      Award
      granted to a Participant shall, during the lifetime of the Participant, be
      exercisable only by the Participant and shall not, except to the extent
      specifically provided otherwise in the Participant's Award Agreement, be
      assignable or transferable. In the event of the Participant's death, an Award
      is
      transferable by the Participant only by will or the laws of descent and
      distribution. Any attempted assignment, transfer or attachment by any creditor
      in violation of this Section 7(f) shall be null and void.

    


    (g)  Modification,
      Extension or Renewal of Awards.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Within
      the limitations of the Plan, the Committee may, in its discretion, modify,
      extend or renew any outstanding Award or accept the cancellation of outstanding
      Award(s) for the granting of a new Award(s) in substitution therefor.
      Notwithstanding the preceding sentence, no modification of an Award
      shall:

    


    (i)  Without
      the consent of the Participant, alter or impair any rights or obligations under
      any Award previously granted;

    


    (ii)  Without
      the consent of the Participant, cause an Incentive Stock Option previously
      granted to fail to satisfy all the conditions required to qualify as an
      Incentive Stock Option; or

    


    (iii)  Exceed
      or
      otherwise violate any limitation set forth in the Plan.

    


    (h)  Rights
      as
      a Stockholder.

    


    A
      Participant shall have no rights as a stockholder of the Corporation with
      respect to any Shares subject to Award until the date a stock certificate for
      such Shares is issued to the Participant. No adjustment shall be made for
      dividends (ordinary or extraordinary or whether in currency, securities or
      other
      property), distributions, or other rights for which the record date is prior
      to
      the date such stock certificate is issued.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    8. SPECIFIC
      TERMS AND CONDITIONS OF OPTIONS.

    


    (a)  Eligibility
      for Incentive Stock Options.

    


    Incentive
      Stock Options may be granted only to a Participant who is an Employee. Any
      Incentive Stock Option granted to a Participant who is also a Ten Percent
      Stockholder shall be subject to the following additional limitations: (i) the
      Exercise Price of each Share subject to such Incentive Stock Option, when
      granted, is equal to or exceeds 110% of the Fair Market Value of a Share, and
      (ii) the term of the Incentive Stock Option does not exceed five (5)
      years.

    


    (b)  Exercise
      Price.

    


    Each
      Award Agreement shall state the Exercise Price for the Shares to which the
      Option pertains, provided that the Exercise Price of an Option (whether granted
      as an Incentive Stock Option or a Nonqualified Stock Option) shall not be less
      than 100% of the Fair Market Value of the Shares determined as of the date
      the
      Option is granted (substituting “110%” for “100%” for any Incentive Stock Option
      granted to a Ten Percent Stockholder).

    


    (c)  Exercise
      of Options, Payment of Exercise Price, and Stock Settlement of
      Options.

    


    (i)  A
      Participant may exercise an Option only on or after the date on which the Option
      Vests and only on or before the date on which the term of the Option
      expires.

    


    (ii)  Subject
      to Section 8(c)(iii) below, a Participant exercising an Option shall pay the
      Exercise Price for the Shares to which such exercise pertains in full in cash
      (in U.S. dollars) as a condition of such exercise, unless the Committee, in
      its
      discretion, allows the Participant to pay the Exercise Price in a manner allowed
      under Section 16, so long as the sum of cash so paid and such other
      consideration equals the Exercise Price. The Committee may, in its discretion,
      permit the sequential exercise of an Option through Pyramiding and/or permit
      the
      grant of Reload Options.

    


    (iii)  The
      Committee may, in its discretion, permit a Participant to exercise an Option
      without paying the Exercise Price for the Shares to which such exercise
      pertains, in which event the Option so exercised shall be settled in a specific
      number of whole Shares having an aggregate Fair Market Value equal to (A) the
      excess of the Fair Market Value, determined as of the date of exercise, of
      one
      Share over the Exercise Price of such Option, multiplied by (B) the number
      of
      Shares to which such exercise pertains.

    


    (d)  Term
      and
      Expiration of Options.

    


    Subject
      to Section 8(i), except as otherwise specifically provided in a Participant's
      Award Agreement, the term of an Option shall expire on the first to occur of
      the
      following events:

    


    (i)  The
      tenth
      (10th) anniversary of the date the Option was granted (for an Incentive Stock
      Option granted to any Participant who is a Ten Percent Stockholder, “fifth
      anniversary” shall be substituted for “tenth anniversary”);

    


    (ii)  The
      date
      determined under Section 8(e) for a Participant who ceases to be an Employee,
      Director or Consultant by reason of voluntary termination or involuntary
      termination by the Corporation For Cause;

    


    (iii)  The
      date
      determined under Section 8(f) for a Participant who ceases to be an Employee,
      Director or Consultant by reason of the Participant's death;

    


    (iv)  The
      date
      determined under Section 8(g) for a Participant who ceases to be an Employee,
      Director, or Consultant by reason of the Participant's Total and Permanent
      Disability;

    


    (v)  The
      date
      determined under Section 8(h) for a Participant who ceases to be an Employee,
      Director or Consultant by reason of involuntary termination by the Corporation
      not For Cause;

    


    (vi)  On
      the
      effective date of a transaction described in Section 13(b); or

    


    (vii)  The
      expiration date specified in the Award Agreement pertaining to the
      Option.

    


    (e)  Voluntary
      Termination and Involuntary Termination For Cause.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    If
      a
      Participant ceases to be an Employee, Director or Consultant by resigning or
      by
      being terminated For Cause, then the Participant's Options which are Vested
      at
      the time the Participant ceases to be an Employee, Director or Consultant shall
      expire within one month of such resignation or termination.

    


    (f)  Death
      of
      Participant.

    


    If
      a
      Participant dies while an Employee, Director or Consultant, any Option granted
      to the Participant may be exercised, to the extent it was Vested on the date
      of
      the Participant's death or became Vested as a result of the Participant's death,
      at any time within one (1) year after the Participant's death (but not beyond
      the date that the term of the Option would earlier have expired pursuant to
      Section 8(d) had the Participant's death not occurred).

    


    (g)  Total
      and
      Permanent Disability of Participant.

    


    If
      a
      Participant ceases to be an Employee, Director or Consultant as a consequence
      of
      Total and Permanent Disability, any Option granted to the Participant may be
      exercised, to the extent it was Vested on the date that the Participant ceased
      to be an Employee, Director or Consultant or became Vested as a result of
      Participant's Total and Permanent Disability, at any time within one (1) year
      after such date (but not beyond the date that the term of the Option would
      earlier have expired pursuant to 8(d) had the Participant's Total and Permanent
      Disability not occurred).

    


    (h)  Involuntary
      Termination Not For Cause.

    


    If
      a
      Participant ceases to be an Employee, Director or Consultant by being terminated
      not For Cause, the Participant's Options which are Vested at the time the
      Participant ceases to be an Employee, Director or Consultant may be exercised
      at
      any time within three (3) months after such date (but not beyond the date that
      the term of the Option would earlier have expired pursuant to
      8(d)).

    


    (i)  No
      Disqualification of Incentive Stock Options.

    


    Notwithstanding
      any other provision of the Plan, the Plan shall not be interpreted, amended
      or
      altered, nor shall any discretion or authority granted under the Plan be
      exercised, so as to disqualify the Plan under Section 422 of the Code or,
      without the consent of the Participant affected, disqualify any Incentive Stock
      Option under Section 422 of the Code (except as provided in Section
      8(j)).

    


    (j)  Limitation
      on Incentive Stock Options.

    


    The
      aggregate Fair Market Value (determined with respect to each Incentive Stock
      Option as of the date of grant of such Incentive Stock Option) of all Shares
      with respect to which a Participant's Incentive Stock Options first become
      Vested during any calendar year (under the Plan and under other incentive stock
      option plans, if any, of the Corporation and its Subsidiaries) shall not exceed
      US $100,000. Any purported Incentive Stock Options in excess of such limitation
      shall be recharacterized as Non-qualified Stock Options.

    


    9. SPECIFIC
      TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

    


    (a)  Exercise
      Price.

    


    (i)  Each
      Stock Appreciation Right Award Agreement shall state the number of Shares to
      which it pertains and the Exercise Price which is the basis for determining
      future appreciation, subject to adjustment pursuant to Section 13, provided
      that
      the Exercise Price of a Stock Appreciation Right shall not be less than 100%
      of
      the Fair Market Value of a Share determined as of the date the Stock
      Appreciation Right is granted.

    


    (ii)  A
      Stock
      Appreciation Right shall be issued to and exercised by a Participant without
      payment by the Participant of any consideration.

    


    (b)  Exercise
      and Settlement of Stock Appreciation Rights.

    


    (i)  A
      Participant may exercise a Stock Appreciation Right only on or after the date
      on
      which the Stock Appreciation Right Vests and only on or before the date on
      which
      the Stock Appreciation Right expires.

    


    (ii)  A
      Participant's properly exercised Stock Appreciation Right may be settled in
      the
      form of cash (either in a lump sum payment or in installments), whole Shares
      or
      a combination thereof, as the Award Agreement prescribes.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)  Term
      and
      Expiration of Stock Appreciation Rights.

    


    Except
      as
      otherwise specifically provided in a Participant's Award Agreement, the term
      of
      a Stock Appreciation Right shall expire on the first to occur of the following
      events:

    


    (i)  The
      tenth
      (10th) anniversary of the date the Right was granted;

    


    (ii)  The
      date
      determined under Section 9(d) for a Participant who ceases to be an Employee,
      Director or Consultant by reason of voluntary termination or involuntary
      termination For Cause;

    


    (iii)  The
      date
      determined under Section 9(e) for a Participant who ceases to be an Employee,
      Director or Consultant by reason of the Participant's death;

    


    (iv)  the
      date
      determined under Section 9(f) for a Participant who ceases to be an Employee,
      Director or Consultant by reason of the Participant's Total and Permanent
      Disability;

    


    (v)  The
      date
      determined under Section 9(g) for a Participant who ceases to be an Employee,
      Director or Consultant by reason of involuntary termination not For
      Cause;

    


    (vi)  On
      the
      effective date of a transaction described in Section 13(b); or

    


    (vii)  The
      expiration date specified in the Award Agreement pertaining to the Stock
      Appreciation Right.

    


    (d)  Voluntary
      Termination and Involuntary Termination For Cause.

    


    If
      a
      Participant ceases to be an Employee, Director or Consultant by resigning or
      by
      being terminated For Cause, the Participant's Stock Appreciation Rights which
      are Vested at the time the Participant ceases to be an Employee, Director or
      Consultant shall expire within one month of such resignation or
      termination.

    


    (e)  Death
      of
      Participant.

    


    If
      a
      Participant dies while an Employee, Director or Consultant, any Stock
      Appreciation Right granted to the Participant may be exercised, to the extent
      it
      was Vested on the date of the Participant's death or became Vested as a
      consequence of the Participant's death, at any time within one (1) year after
      the Participant's death (but not beyond the date that the term of the Stock
      Appreciation Right would earlier have expired pursuant to Section 9(c) had
      the
      Participant's death not occurred).

    


    (f)  Total
      and
      Permanent Disability of Participant.

    


    If
      a
      Participant ceases to be an Employee, Director or Consultant as a consequence
      of
      Total and Permanent Disability, any Stock Appreciation Right granted to the
      Participant may be exercised, to the extent it was Vested on the date that
      the
      Participant ceased to be an Employee or became Vested as a consequence of the
      Participant's Total and Permanent Disability, at any time within one (1) year
      after such date (but not beyond the date that the term of the Stock Appreciation
      Right would earlier have expired pursuant to 9(c) had the Participant's Total
      and Permanent Disability not occurred).

    


    (g)  Involuntary
      Termination Not For Cause.

    


    If
      a
      Participant ceases to be an Employee, Director or Consultant by being terminated
      not For Cause, the Participant's Stock Appreciation Rights which are Vested
      at
      the time the Participant ceases to be an Employee, Director or Consultant may
      be
      exercised at any time within three (3) months after such date (but not beyond
      the date that the term of the Stock Appreciation Rights would earlier have
      expired pursuant to 9(c)).

    


    10. SPECIFIC
      TERMS AND CONDITIONS OF RESTRICTED STOCK.

    


    
      (a)  Purchase
        Price.

    

    


    (i)  Each
      Award Agreement shall state the number of Shares to which it pertains and the
      purchase price per Share, if any, that the Participant paid for such Shares,
      subject to adjustment pursuant to Section 13.

    


    (ii)  A
      Share
      of Restricted Stock may be issued to a Participant with or without payment
      by
      the Participant of any consideration (other than services), unless the
      Participant is required to pay a minimum purchase price, such as par value,
      for
      such Shares.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)  Forfeiture
      of Restricted Stock.

    


    If
      a
      Participant's status as an Employee, Director or Consultant terminates for
      any
      reason, any Share of Restricted Stock which was not Vested or did not become
      Vested as the result of the Participant's termination shall be forfeited
      immediately.

    


    (c)  Certificates
      Representing Non-Vested Shares of Restricted Stock.

    


    As
      a
      condition to receiving an Award of Shares of Restricted Stock which are not
      Vested, the Participant shall duly execute a "power of attorney" or a form
      of
      "stock power" provided by the Corporation with respect to such Shares
      authorizing the re-transfer, without any further action by the Participant,
      to
      the Corporation of any Shares which may be forfeited by the Participant. The
      Corporation shall retain the stock certificate evidencing such Shares until
      the
      Shares are Vested. If, in the opinion of the Corporation and its counsel, the
      retention of the stock certificate representing such Restricted Shares is no
      longer required, the Corporation shall deliver to the Participant a stock
      certificate representing such Shares, bearing such restrictive legends as are
      required or may be deemed advisable under the Plan or the provisions of any
      applicable law.

    


    (d)  Legends.

    


    Stock
      certificates evidencing Restricted Shares shall bear a restrictive legend noting
      the forfeiture provisions attached to such Shares and such other restrictive
      legends as are required or may be deemed advisable under the Plan or the
      provisions of any applicable law.

    


    (e)  Exchange
      of Certificates.

    


    If,
      in
      the opinion of the Corporation and its counsel, any legend placed on a stock
      certificate representing Restricted Shares issued pursuant to the Plan is no
      longer required, the Participant or the holder of such certificate shall be
      entitled to exchange such certificate for a certificate representing the same
      number of Shares but lacking such legend.

    


    11. PERFORMANCE
      SHARES AND PERFORMANCE UNITS.

    


    (a)  Number
      of
      Shares Covered by a Performance Share Award.

    


    Each
      Performance Share Award Agreement shall state the number of Shares to which
      it
      pertains, subject to adjustment pursuant to Section 13.

    


    (b)  Value
      of
      a Performance Unit Award.

    


    Each
      Performance Unit Award Agreement shall state the value of such
      Award.

    


    (c)  Purchase
      Price.

    


    A
      Performance Share and a Performance Unit shall be issued to a Participant
      without payment by the Participant of any consideration (other than
      services).

    


    (d)  Settlement
      of a Performance Share and a Performance Unit.

    


    Following
      the end of the performance period applicable to a Performance Share or a
      Performance Unit and the Committee's determination of the extent to which the
      Award Vests, the Award shall be settled in the form of cash (either in a lump
      sum payment or in installments), whole Shares or a combination thereof, as
      the
      Award Agreement prescribes.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    (e)  Term
      and
      Expiration of Performance Shares and Performance Units.

    


    Except
      as
      otherwise specifically provided in a Participant's Award Agreement, the term
      of
      a Performance Share and Performance Unit shall expire on the first to occur
      of
      the following events:

    


    (i) The
      date
      determined under Section 11(f) for a Participant who ceases to be an Employee,
      Director or Consultant for any reason;

    


    (ii) On
      the
      effective date of a transaction described in Section 13(b); or

    


    (iii)  The
      expiration date specified in the Award Agreement pertaining to the Performance
      Share or the Performance Unit.

    


    (f)  Forfeiture
      of Performance Shares and Performance Units.

    


    If
      a
      Participant status as an Employee, Director or Consultant terminates for any
      reason, any Performance Share and Performance Unit which was not Vested or
      did
      not become Vested as the result of the Participant's termination shall be
      forfeited immediately.

    


    12. TERM
      OF
      PLAN.

    


    Awards
      may be granted pursuant to the Plan through the period commencing on the
      Effective Date and ending on December 31, 2013. All Awards which are outstanding
      on such date shall remain in effect until they are exercised or expire by their
      terms. The Plan shall expire for all purposes on December 31, 2023. The Board
      is
      authorized to extend the Plan for an additional term at any time; however,
      no
      Incentive Stock Options may be granted under the Plan on or after the tenth
      (10th) anniversary of the Effective Date of the Plan unless an extension is
      approved by the stockholders of the Corporation within one (1) year of such
      extension.

    


    13. RECAPITALIZATION,
      DISSOLUTION AND CHANGE OF CONTROL.

    


    (a)  Recapitalization.

    


    Notwithstanding
      any other provision of the Plan to the contrary, but subject to any required
      action by the stockholders of the Corporation and compliance with any applicable
      securities laws, the Committee shall make any adjustments to the class and/or
      number of Shares covered by the Plan, the number of Shares for which each
      outstanding Award pertains, the Exercise Price of an Option, the Exercise Price
      of a Stock Appreciation Right, and/or any other aspect of this Plan to prevent
      the dilution or enlargement of the rights of Participants under this Plan in
      connection with any increase or decrease in the number of issued Shares
      resulting from the payment of a Common Stock dividend, stock split, reverse
      stock split, recapitalization, combination, or reclassification or any other
      event which results in an increase or decrease in the number of issued Shares
      without receipt of adequate consideration by the Corporation (as determined
      by
      the Committee).

    


    (b)  Dissolution,
      Merger, Consolidation, or Sale or Lease of Assets.

    


    In
      connection with a Change-in-Control of the Corporation described in Section
      2(d)(iii), each Award shall expire as of the effective time of such transaction,
      provided that the Committee shall, to the extent possible considering the timing
      of the transaction, give at least thirty (30) days' prior written notice of
      such
      event to any Participant who shall then have the right to exercise his or her
      Vested Awards (as an Award Agreement may provide) prior to or as of the
      effective time of such transaction, subject to earlier expiration pursuant
      to
      Sections 8 through 11, as applicable. The preceding sentence shall not apply
      if
      the Change-in-Control of the Corporation is described in Section 2(d)(iii)(C)
      and the surviving entity agrees to assume outstanding Awards.

    


    (c)  Determination
      by the Committee.

    


    All
      adjustments described in this Section 13 shall be made by the Committee and
      shall be conclusive and binding on all persons.

    


    (d)  Limitation
      on Rights of Participants.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Except
      as
      expressly provided in this Section 13, no Participant shall have any rights
      by
      reason of any reorganization, dissolution, Change-in-Control, merger or
      acquisition. Any issuance by the Corporation or any Subsidiary of Awards shall
      not affect, and no adjustment by reason thereof shall be made with respect
      to,
      any Awards previously issued under the Plan.

    


    (e)  No
      Limitation on Rights of Corporation.

    


    The
      grant
      of an Award pursuant to the Plan shall not affect in any way the right or power
      of the Corporation or any Subsidiary to make adjustments, reclassifications,
      reorganizations, or changes of its capital or business structure, or to merge
      or
      consolidate, or to dissolve, liquidate, sell or transfer all or any part of
      its
      business or assets.

    


    14. SECURITIES
      LAW REQUIREMENTS.

    


    (a)  Legality
      of Issuance.

    


    No
      Share
      shall be issued upon the exercise of any Award unless and until the Committee
      has determined that:

    


    (i) The
      Corporation, its Subsidiaries and the Participant have taken all actions
      required to register the Shares under the Securities Act of 1933, as amended
      (the "Act"), or to perfect an exemption from registration requirements of the
      Act, or to determine that the registration requirements of the Act do not apply
      to such exercise;

    


    (ii) Any
      applicable listing requirement of any stock exchange on which the Share is
      listed has been satisfied; and

    


    (iii)  Any
      other
      applicable provision of state, federal or foreign law has been
      satisfied.

    


    (b)  Restrictions
      on Transfer; Representations of Participant; Legends.

    


    Regardless
      of whether the offering and sale of Shares under the Plan have been registered
      under the Act or have been registered or qualified under the securities laws
      of
      any state, the Corporation may impose restrictions upon the sale, pledge or
      other transfer of such Shares (including the placement of appropriate legends
      on
      stock certificates) if, in the judgment of the Corporation and its counsel,
      such
      restrictions are necessary or desirable to achieve compliance with the
      provisions of the Act, the securities laws of any state, or any other law.
      If
      the offering and/or sale of Shares under the Plan is not registered under the
      Act and the Corporation determines that the registration requirements of the
      Act
      apply but an exemption is available which requires an investment representation
      or other representation, the Participant shall be required, as a condition
      to
      acquiring such Shares, to represent that such Shares are being acquired for
      investment, and not with a view to the sale or distribution thereof, except
      in
      compliance with the Act, and to make such other representations as are deemed
      necessary or appropriate by the Corporation and its counsel. Stock certificates
      evidencing Shares acquired pursuant to an unregistered transaction to which
      the
      Act applies shall bear a restrictive legend substantially in the following
      form
      and such other restrictive legends as are required or deemed advisable under
      the
      Plan or the provisions of any applicable law:

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("ACT").
      THEY MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE UNLESS A REGISTRATION
      STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION
      OF
      COUNSEL FOR THE ISSUER EITHER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR
      SUCH
      TRANSFER TO COMPLY WITH THE ACT OR THE REGISTRATION PROVISIONS OF THE ACT DO
      NOT
      APPLY TO SUCH PROPOSED TRANSFER.

    


    Any
      determination by the Corporation, its Subsidiaries and its counsel in connection
      with any of the matters set forth in this Section 14 shall be conclusive and
      binding on all persons.

    


    (c)  Registration
      or Qualification of Securities.

    


    The
      Corporation and/or its Subsidiaries may, but shall not be obligated to, register
      or qualify the offering or sale of Shares under the Act or any other applicable
      law.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    (d)  Exchange
      of Certificates.

    


    If,
      in
      the opinion of the Corporation, its Subsidiaries and its counsel, any legend
      placed on a stock certificate representing Shares issued pursuant to the Plan
      is
      no longer required, the Participant or the holder of such certificate shall
      be
      entitled to exchange such certificate for a certificate representing the same
      number of Shares but lacking such legend.

    


    15. AMENDMENT
      OF THE PLAN.

    


    The
      Committee may, from time to time, terminate, suspend or discontinue the Plan,
      in
      whole or in part, or revise or amend it in any respect whatsoever including,
      but
      not limited to, the adoption of any amendment deemed necessary or advisable
      to
      qualify the Awards under rules and regulations promulgated by the Securities
      and
      Exchange Commission with respect to Participants who are subject to the
      provisions of Section 16 of the Exchange Act, or to correct any defect or supply
      any omission or reconcile any inconsistency in the Plan or in any Award granted
      under the Plan, with or without approval of the stockholders of the Corporation,
      but if any such action is taken without the approval of the Corporation's
      stockholders, no such revision or amendment shall:

    


    (a)  Increase
      the number of Shares subject to the Plan, other than any increase pursuant
      to
      Section 13;

    


    (b)  Change
      the designation of the class of persons eligible to receive Awards;
      or

    


    (c)  Amend
      this Section 15 to defeat its purpose.

    


    No
      amendment, termination or modification of the Plan shall, without the consent
      of
      a Participant, adversely affect the Participant with respect to any Award
      previously granted to the Participant.

    


    16. PAYMENT
      FOR SHARE PURCHASES.

    


    Payment
      of the Exercise Price for any Shares purchased pursuant to the Plan may be
      made
      in cash (in U.S. dollars) or, where expressly approved for the Participant
      by
      the Committee, in its discretion, and where permitted by law:

    


    (a)  By
      check;

    


    (b)  By
      cancellation of indebtedness of the Corporation or a Subsidiary to the
      Participant;

    


    (c)  By
      surrender of Shares that either: (A) have been owned by Participant for more
      than six months (unless the Committee permits a Participant to exercise an
      Option by Pyramiding, in which event the six months holding period shall not
      apply) and have been "paid for" within the meaning of SEC Rule 144 (and, if
      such
      shares were purchased from the Corporation or a Subsidiary by use of a
      promissory note, such note has been fully paid with respect to such Shares);
      or
      (B) were obtained by Participant in the public market;

    


    (d)  By
      waiver
      of compensation due or accrued to Participant for services
      rendered;

    


    (e)  With
      respect only to purchases upon exercise of an Option, and provided that a public
      market for the Corporation's stock exists:

    


    (i) Through
      a
      "same day sale" commitment from the Participant and a broker-dealer that is
      a
      member of the National Association of Securities Dealers (an "NASD Dealer")
      whereby the Participant irrevocably elects to exercise the Option and to sell
      a
      portion of the Shares so purchased to pay for the Exercise Price, and whereby
      the NASD Dealer irrevocably commits upon receipt of such Shares to forward
      the
      Exercise Price and any applicable withholding taxes directly to the Corporation;
      or

    


    (ii) Through
      a
      "margin" commitment from the Participant and an NASD Dealer whereby the
      Participant irrevocably elects to exercise the Option and to pledge the Shares
      so purchased to the NASD Dealer in a margin account as security for a loan
      from
      the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer
      irrevocably commits upon receipt of such Shares to forward the Exercise Price
      and any applicable withholding taxes directly to the Corporation;
      or

    


    (iii) By
      any
      combination of the foregoing and/or by any other method approved by the
      Committee.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    17. APPLICATION
      OF FUNDS.

    


    The
      proceeds received by the Corporation and its Subsidiaries from the sale of
      Common Stock pursuant to the exercise of an Option or in any other manner with
      respect to any Award shall be used for general corporate purposes.

    


    18. APPROVAL
      OF STOCKHOLDERS.

    


    The
      Plan
      shall be subject to approval by the affirmative vote of the holders of a
      majority of the outstanding shares present and entitled to vote at the first
      annual meeting of stockholders of the Corporation following the adoption of
      the
      Plan by the Board, and in no event later than December 31, 2003. Prior to such
      approval, Awards may be granted but may not be exercised or settled. Pursuant
      to
      Section 15, certain amendments shall also be subject to approval by the
      Corporation's stockholders.

    


    19. WITHHOLDING
      OF TAXES.

    


    (a)  General.

    


    Whenever
      Shares are to be issued under the Plan, the Corporation or a Subsidiary may
      require, as a condition to such issuance of Shares, the Participant to remit
      to
      the Corporation or such Subsidiary, from any source, an amount sufficient to
      satisfy foreign, federal, state and local withholding tax requirements prior
      to
      the delivery of any certificate or certificates for such Shares. Whenever,
      under
      the Plan, payments in satisfaction of Awards are to be made in cash, such
      payment shall be net of an amount sufficient to satisfy foreign, federal, state,
      and local withholding tax requirements.

    


    (b)  Stock
      Withholding.

    


    When,
      under applicable tax laws, a Participant incurs a tax liability in connection
      with the issuance of Shares under the Plan and the Participant is obligated
      to
      pay the Corporation or such Subsidiary the amount required to be withheld,
      the
      Participant may, if subject to Section 16(b) of the Exchange Act, elect to
      satisfy the minimum withholding tax obligation by electing to have the
      Corporation or such Subsidiary withhold from the Shares to be issued the
      specific number of Shares having a Fair Market Value equal to the minimum amount
      required to be withheld, determined on the date that the amount of tax to be
      withheld is to be determined. All elections by a Participant to have Shares
      withheld for this purpose shall be made in writing in a form acceptable to
      the
      Committee.

    


    20. RIGHTS
      AS
      AN EMPLOYEE, DIRECTOR OR CONSULTANT.

    


    The
      Plan
      shall not be construed to give any individual the right to remain in the employ
      of the Corporation (or a Subsidiary) or to affect the right of the Corporation
      (or such Subsidiary) to terminate such individual's status as an Employee,
      Director or Consultant at any time, with or without cause. The grant of an
      Award
      shall not entitle the Participant to, or disqualify the Participant from,
      participation in the grant of any other Award under the Plan or participation
      in
      any other plan maintained by the Corporation or any Subsidiary.

    


    21. NOTICES.

    


    Any
      notice to be provided by one party to the other party under this Plan shall
      be
      deemed to have been duly delivered to the other party (i) on the date such
      notice is delivered at the address provided in a Participant's Award Agreement
      or at such other address as the party may notify the other party in writing
      at
      any time, or (ii) on the date such notice is deposited in the United States
      mail
      as first class mail, postage prepaid if addressed to the party at the address
      provided in a Participant's Award Agreement or at such other address as the
      party may notify the other party in writing at any time. For the purposes of
      clause (i), the term "delivered" shall include hand delivery, delivery by
      facsimile, and delivery by electronic mail.

    


    22. MISCELLANEOUS.

    


    
      	(a)  	
              Unfunded
                Plan.

            


    

    


    The
      Plan
      shall be unfunded and the Corporation and its Subsidiaries shall not be required
      to establish any special account or fund or to otherwise segregate or encumber
      assets to ensure payment of any Award.

    


    
      	(b)  	
              No
                Restrictions on Other Programs.

            


    

    


    Nothing
      contained in the Plan shall prevent the Corporation or any Subsidiary from
      adopting other or additional compensation arrangements or plans, subject to
      stockholder approval if such approval is required, and such arrangements or
      plan
      may be either generally applicable or applicable only to specific
      classes.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	(c)  	
              Governing
                Laws.

            


    

    


    The
      Plan
      and each Award Agreement shall be governed by the laws of the State of Delaware,
      excluding any conflicts or choice of law rule or principle that might otherwise
      refer construction or interpretation of the Plan or Award Agreement to the
      substantive law of another jurisdiction. Unless otherwise provided in the Award
      Agreement, recipients of an Award are deemed to submit to the exclusive
      jurisdiction and venue of the federal or state courts of Delaware, in the County
      of the principal offices of the Corporation, to resolve any and all issues
      that
      may arise out of or relate to the Plan and any related Award
      Agreement.

    


    
      	(d)  	
              Attorney
                Fees.

            


    

    


    In
      the
      event that a Participant or the Corporation or any Subsidiary brings an action
      to enforce the terms of the Plan or any Award Agreement and the Corporation
      or
      such Subsidiary prevails, the Participant shall pay all costs and expenses
      incurred by the Corporation and such Subsidiary in connection with that action,
      including reasonable attorney's fees, and all further costs and fees, including
      reasonable attorney's fees, incurred by the Corporation and such Subsidiary
      in
      connection with collection.

    


    
      	(e)  	
              Invalidity
                or Unenforceability of Any
                Provision.

            


    

    


    If
      any
      provision of the Plan is or becomes or is deemed invalid, illegal or
      unenforceable in any jurisdiction, or would disqualify the Plan or any Award
      under any law deemed applicable by the Committee, such provisions shall be
      construed or deemed amended or limited in scope to conform to applicable laws
      or, in the discretion of the Committee, it shall be stricken and the remainder
      of the Plan shall remain in effect.