Exhibit 4.1 to CNS, Inc. Form S-8 dated November 4, 2005







Exhibit 4.1 












CNS, INC.

2000 STOCK OPTION PLAN 



































TABLE OF CONTENTS 



			Page 

	SECTION 1.	 	General Purpose of Plan; Definitions	 	1	 
	SECTION 2.	 	Administration	 	3	 
	SECTION 3.	 	Stock Subject to Plan	 	4	 
	SECTION 4.	 	Eligibility	 	5	 
	SECTION 5.	 	Stock Options	 	5	 
	SECTION 6.	 	Stock Appreciation Rights	 	9	 
	SECTION 7.	 	Restricted Stock	 	11	 
	SECTION 8.	 	Deferred Stock Awards	 	12	 
	SECTION 9.	 	Other Awards	 	13	 
	SECTION 10.	 	Transfer, Leave of Absence, etc.	 	14	 
	SECTION 11.	 	Amendments and Termination	 	14	 
	SECTION 12.	 	Unfunded Status of Plan	 	14	 
	SECTION 13.	 	General Provisions	 	15	 
	SECTION 14.	 	Effective Date of Plan	 	16	 





























CNS, INC.

2000 STOCK OPTION PLAN 



        SECTION 1.    General Purpose of Plan; Definitions.  



        The name of this plan is the
CNS, Inc. 2000 Stock Plan (the “Plan”). The purpose of the Plan is to enable CNS, Inc. (the “Company”) and its
Subsidiaries to retain and attract executives, other key employees, non-employee directors and consultants who contribute to the
Company’s success by their ability, ingenuity and industry, and to enable such individuals to participate in the long-term
success and growth of the Company by giving them a proprietary interest in the Company. 



        For purposes of the Plan, the
following terms shall be defined as set forth below: 



	  	a.  	  	“Agreement” means an agreement by and between the
Company and an optionee or recipient of an award under the Plan setting forth the terms and conditions of the option or award.







	  	b.  	  	“Board” means the Board of Directors of the
Company as it may be comprised from time to time. 






	  	c.  	  	“Cause” means a felony conviction of a
participant or the failure of a participant to contest prosecution for a felony, willful misconduct, dishonesty or intentional
violation of a statute, rule or regulation, any of which, in the judgment of the Company, is harmful to the business or reputation
of the Company. 






	  	d. 	  	“Code” means the Internal Revenue Code of 1986,
as amended from time to time, or any successor statute. 






	  	e.  	  	“Consultant” means any person, including an
advisor, engaged by the Company, the Parent Corporation or a Subsidiary of the Company to render services and who is compensated
for such services but who is not an employee of the Company, the Parent Corporation or any Subsidiary of the Company. A
Non-Employee Director may serve as a Consultant. 






	  	f.  	  	“Committee” means the Committee referred to in
Section 2 of the Plan. If at any time no Committee shall be in office, then the functions of the Committee specified in the Plan
shall be exercised by the Board, unless the Plan specifically states otherwise. 






	  	g.  	  	“Company” means CNS, Inc., a corporation
organized under the laws of the State of Delaware (or any successor corporation). 






	  	h.  	  	“Deferred Stock” means an award made pursuant to
Section 8 below of the right to receive Stock at the end of a specified deferral period. 






	  	i.  	  	“Disability” means total and permanent disability
as determined by the Committee. 







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	  	j.  	  	“Early Retirement” means retirement, with consent
of the Committee at the time of retirement, from active employment with the Company and any Subsidiary or Parent Corporation of
the Company. 






	  	k.  	  	“Fair Market Value” of Stock on any given date
shall be determined by the Committee as follows: (a) if the Stock is listed for trading on one or more national securities
exchanges, or is traded on the Nasdaq Stock Market or the Nasdaq Small Cap Market, the last reported sales price on the principal
such exchange or the Nasdaq Stock Market or Nasdaq Small Cap Market on the date in question, or if such Stock shall not have been
traded on such principal exchange on such date, the last reported sales price on such principal exchange or the Nasdaq Stock
Market or Nasdaq Small Cap Market on the first day prior thereto on which such Stock was so traded; or (b) if the Stock is not
listed for trading on a national securities exchange or the Nasdaq Stock Market or the Nasdaq Small Cap Market, but is traded in
the over-the-counter market, including the Nasdaq OTC Bulletin Board System, the closing bid price for such Stock on the date in
question, or if there is no such bid price for such Stock on such date, the closing bid price on the first day prior thereto on
which such price existed; or (c) if neither (a) or (b) is applicable, by any means fair and reasonable by the Committee, which
determination shall be final and binding on all parties. 






	  	l.  	  	“Incentive Stock Option” means any Stock Option
intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code. 






	  	m.  	  	“Non-Employee Director” means a
“Non-Employee Director” within the meaning of Rule 16b-3(b)(3) under the Securities Exchange Act of 1934. 






	  	n.  	  	“Non-Qualified Stock Option” means any Stock
Option that is not an Incentive Stock Option, and is intended to be and is designated as a “Non-Qualified Stock Option”
or an Incentive Stock Option that ceases to so qualify due to a failure to comply with section 422 of the Code or an amendment to
such Stock Option. 






	  	o.  	  	“Normal Retirement” means retirement from active
employment with the Company and any Subsidiary or Parent Corporation of the Company on or after age 60. 






	  	p.  	  	“Other Awards” means those awards granted
pursuant to Section 9 hereof. 






	  	q.  	  	“Outside Director” means a Director who: (a) is
not a current employee of the Company or any member of an affiliated group which includes the Company; (b) is not a former
employee of the Company who receives compensation for prior services (other than benefits under a tax-qualified retirement plan)
during the taxable year; (c) has not been an officer of the Company; (d) does not receive remuneration from the Company, either
directly or indirectly, in any capacity other than as a director, except as otherwise permitted under Code Section 162(m) and
regulations thereunder. For this purpose, remuneration includes any payment in exchange for goods or services. This definition
shall be further governed by the provisions of Code Section 162(m) and regulations promulgated thereunder. 








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	  	r.  	  	“Parent Corporation” means any corporation (other
than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations (other than the
Company) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
corporations in the chain. 






	  	s.  	  	“Restricted Stock” means an award of shares of
Stock that are subject to restrictions under Section 7 below. 






	  	t.  	  	“Retirement” means Normal Retirement or Early
Retirement. 






	  	u.  	  	“Stock” means the Common Stock, $.01 par value
per share, of the Company. 






	  	v.  	  	“Stock Appreciation Right” means the right
pursuant to an award granted under Section 6 below to surrender to the Company all or a portion of a Stock Option in exchange for
an amount equal to the difference between (i) the Fair Market Value, as of the date such Stock Option or such portion thereof is
surrendered, of the shares of Stock covered by such Stock Option or such portion thereof, and (ii) the aggregate exercise price of
such Stock Option or such portion thereof. 






	  	w.  	  	“Stock Option” means any option to purchase
shares of Stock granted pursuant to Section 5 below. 






	  	x.  	  	“Subsidiary” means any corporation (other than
the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in
one of the other corporations in the chain. 






        SECTION 2.    Administration. 



        The Plan shall be
administered by the Board of Directors or by a Committee appointed by the Board of Directors of the Company consisting of at least
two Directors, all of whom shall be Outside Directors and Non-Employee Directors, who shall serve at the pleasure of the Board.




        The Committee shall have the
power and authority to grant to eligible employees, non-employee directors or consultants, pursuant to the terms of the Plan: (i)
Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Deferred Stock awards, or (v) Other Awards.




        In particular, the Committee
shall have the authority: 



	  	(i)  	  	to select the members of the Board, officers, and other key
employees of the Company and its Subsidiaries and other eligible persons to whom Stock Options, Stock Appreciation Rights,
Restricted Stock, Deferred Stock awards and/or Other Awards may from time to time be granted hereunder; 







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	  	(ii)  	  	to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock awards and/or Other Awards, or a
combination of the foregoing, are to be granted hereunder; 






	  	(iii)  	  	to determine the number of shares to be covered by each such award
granted hereunder; 






	  	(iv)  	  	to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but not limited to, any restriction on any Stock Option or other
award and/or the shares of Stock relating thereto), which authority shall be exclusively vested in the Committee (and not the
Board) for purposes of establishing performance criteria used with Restricted Stock and Deferred Stock awards and Other Awards;
provided, however, that in the event of a merger or asset sale, the applicable provisions of Sections 5(c) and 7(c) of the Plan
shall govern the acceleration of vesting of any Stock Option or awards; and 






	  	(v)  	  	to determine whether, to what extent and under what circumstances
Stock and other amounts payable with respect to an award under this Plan shall be deferred either automatically or at the election
of the participant. 






        The Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time
to time, deem advisable; to interpret the terms and provisions of the Plan and any award issued under the Plan (and any agreements
relating thereto); and to otherwise supervise the administration of the Plan. The Committee may delegate to executive officers of
the Company the authority to exercise the powers specified in (i), (ii), (iii), (iv) and (v) above with respect to persons who are
not either the chief executive officer of the Company or the four highest paid officers of the Company other than the chief
executive officer. 



        All decisions made by the
Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan
participants. 



        SECTION 3.    Stock Subject to Plan.  



        The total number of shares of
Stock reserved and available for distribution under the Plan shall be 2,550,000 shares. Such shares may consist, in whole or in
part, of authorized and unissued shares. Shares of Stock subject to Stock Options or Stock Appreciation Rights shall be counted
against the number of shares authorized and reserved for distribution under the Plan on the basis of one share of Stock for every
one share of Stock underlying such award. Shares of Stock subject to any award other than a Stock Option or Stock Appreciation
Right shall be shall be counted against the number of shares authorized and reserved for distribution under the Plan on the basis
of two shares of Stock for every one share of Stock underlying such award. 




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        Subject
to paragraph (b)(iv) of Section 6 below, if any shares that have been optioned ceased to
be subject to Stock Options, or if any shares subject to any Restricted Stock or Deferred
Stock award or Other Award granted hereunder are forfeited or such award otherwise
terminates without a payment being made to the participant, such shares shall again be
available for distribution in connection with future awards under the Plan. Shares of
Stock actually issued under the Plan in respect of an award shall not be returned to the
Plan and shall not be available for future issuance of awards under the Plan. 



        In the event of any merger,
reorganization, consolidation, recapitalization, stock dividend, stock split, other change in corporate structure affecting the
Stock, or spin-off or other distribution of assets to shareholders, such substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan, in the number and option price of shares subject to outstanding options
granted under the Plan, and in the number of shares subject to Restricted Stock or Deferred Stock awards granted under the Plan as
may be determined to be appropriate by the Committee, in its sole discretion, provided that the number of shares subject to any
award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company
upon the exercise of any Stock Appreciation Right associated with any Option. 



        SECTION 4.    Eligibility. 



        Officers, other key employees
of the Company or any Parent Corporation or Subsidiary, members of the Board of Directors, and Consultants who are responsible for
or contribute to the management, growth and/or profitability of the business of the Company and its Subsidiaries are eligible to
be granted Stock Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock awards or Other Awards under the Plan. The
optionees and participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among
those eligible, and the Committee shall determine, in its sole discretion, the number of shares covered by each award. 



        Notwithstanding the
foregoing, no person shall receive grants of Stock Options under this Plan which exceed 150,000 shares during any fiscal year of
the Company. 



        SECTION 5.    Stock Options. 



        Any Stock Option granted
under the Plan shall be in such form and upon such terms and conditions as the Committee may from time to time approve.




        The Stock Options granted
under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options. No Incentive Stock Options
shall be granted under the Plan after March 12, 2010. 






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        The Committee shall have the
authority to grant any optionee Incentive Stock Options, Non-Qualified Stock Options, or both types of options (in each case with
or without Stock Appreciation Rights). To the extent that any option does not qualify as an Incentive Stock Option, it shall
constitute a separate Non-Qualified Stock Option. 



        Anything in the Plan to the
contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor
shall any discretion or authority granted under the Plan be so exercised, so as to disqualify either the Plan or any Incentive
Stock Option under Section 422 of the Code. The preceding sentence shall not preclude any modification or amendment to an
outstanding Incentive Stock Option, whether or not such modification or amendment results in disqualification of such Option as an
Incentive Stock Option, provided the optionee consents in writing to the modification or amendment. 



        Options granted under the
Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable. 



        (a)    Option Price.   The
option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant,
provided however, the option price per share of Stock purchasable under an Incentive Stock Option or a Non-Qualified Stock Option
shall not be less than 100% of the Fair Market Value of the Stock on the date the option is granted. If an employee owns or is
deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company or any Parent Corporation or Subsidiary and an Incentive Stock Option is
granted to such employee, the option price shall be no less than 110% of the Fair Market Value of the Stock on the date the option
is granted. 



        (b)    Option Term.   The
term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years after the
date the option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than 10% of the combined voting power of all classes of stock of the Company or any Parent Corporation or Subsidiary
and an Incentive Stock Option is granted to such employee, the term of such option shall be no more than five years from the date
of grant. 



        (c)    Exercisability.   Stock
Options shall be exercisable at such time or times as determined by the Committee at or after grant, subject to the restrictions
stated in Section 5(b) above. In the event that the Committee does not determine the time at which a Stock Option shall be
exercisable, such Stock Option shall be exercisable one year after the date of grant and shall cease to be on date following the
happening of one of the events described in Section 5(f), (g), (h) and (i) or as specified in Section 5(b) whichever is earlier.
If the Committee provides, in its discretion, that any option is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time. Notwithstanding anything contained in the Plan to the contrary, the Committee may, in
its discretion, extend or vary the term of any Stock Option or any installment thereof, whether or not the optionee is then
employed by the Company, if such action is deemed to be in the best interests of the Company; provided, however, that in the event
of a merger or sale of assets, the provisions of this Section 5(c) shall govern vesting acceleration. Notwithstanding the
foregoing, unless the Stock Option Agreement provides otherwise, any Stock Option granted under this Plan shall be exercisable in
full, without regard to any installment exercise provisions, for a period specified by the Committee, but not to exceed sixty (60)
days prior to the occurrence of any of the following events: (i) dissolution or liquidation of the Company other than in
conjunction with a bankruptcy of the Company or any similar occurrence, (ii) any merger, consolidation, acquisition, separation,
reorganization, or similar occurrence, where the Company will not be the surviving entity or (iii) the transfer of substantially
all of the assets of the Company or 20% or more of the outstanding Stock of the Company. 




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



        (d)    Method
of Exercise.   Stock Options may be exercised in whole or in part at any time during the option period by
giving written notice of exercise to the Company specifying the number of shares to be purchased. Such notice shall be accompanied
by payment in full for the purchase price, either by certified or bank check, or by any other form of legal consideration deemed
sufficient by the Committee and consistent with the Plan’s purpose and applicable law, including promissory notes or a
properly executed exercise notice together with irrevocable instructions to a broker acceptable to the Company to promptly deliver
to the Company the amount of sale or loan proceeds to pay the exercise price. As determined by the Committee, in its sole
discretion, payment in full or in part may also be made in the form of Stock already owned by the optionee (which in the case of
Stock acquired upon exercise of an option has been owned for more than six months on the date of surrender) or, in the case of the
exercise of a Non-Qualified Stock Option, Restricted Stock or Deferred Stock subject to an award hereunder (based, in each case,
on the Fair Market Value of the Stock on the date immediately preceding the date the option is exercised, as determined by the
Committee), provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already
owned shares may be authorized only at the time the option is granted, and provided further that in the event payment is made in
the form of shares of Restricted Stock or a Deferred Stock award, the optionee will receive a portion of the option shares in the
form of, and in an amount equal to, the Restricted Stock or Deferred Stock award tendered as payment by the optionee. If the terms
of an option so permit, an optionee may elect to pay all or part of the option exercise price by having the Company withhold from
the shares of Stock that would otherwise be issued upon exercise that number of shares of Stock having a Fair Market Value equal
to the aggregate option exercise price for the shares with respect to which such election is made. No shares of Stock shall be
issued until full payment therefor has been made. An optionee shall generally have the rights to dividends and other rights of a
shareholder with respect to shares subject to the option when the optionee has given written notice of exercise, has paid in full
for such shares and, if requested, has given the representation described in paragraph (a) of section 13. 



        (e)    Non-transferability of Options.   No
Stock Option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution, and all
Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee. 






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        (f)    Termination by
Death.   Subject to the rights set forth in Section 5(k), if an optionee’s employment by the Company and
any Subsidiary or Parent Corporation terminates by reason of death, any Incentive Stock Option may thereafter be immediately
exercised, to the extent then exercisable (or on such accelerated basis as the Committee shall determine at or after grant), by
the legal representative of the estate or by the legatee of the optionee under the will of the optionee, for a period of twelve
months (or such shorter period as the Committee shall specify at grant) from the date of such death or until the expiration of the
stated term of the option, whichever period is shorter. In the event of termination of employment by reason of death, if, pursuant
to its terms, any Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of
Section 422 of the Code, the option will thereafter be treated as a Non-Qualified Stock Option. 



        (g)    Termination
by Reason of Disability.   Subject to the rights set forth in Section 5(k), if an optionee’s employment by
the Company and any Subsidiary or Parent Corporation terminates by reason of Disability, any Incentive Stock Option held by such
optionee may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such
accelerated basis as the Committee shall determine at or after grant), but may not be exercised after twelve months (or such
shorter period as the Committee shall specify at grant) from the date of such termination of employment or the expiration of the
stated term of the option, whichever period is shorter. In the event of termination of employment by reason of Disability, if,
pursuant to its terms, an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes
of Section 422 of the Code, the option will thereafter be treated as a Non-Qualified Stock Option. 



        (h)    Termination by Reason of Retirement.   Subject
to the rights set forth in Section 5(k), if an optionee’s employment by the Company and any Subsidiary or Parent Corporation
terminates by reason of Retirement and the terms of the Stock Option so provide, any Incentive Stock Option held by such optionee
may thereafter be exercised to the extent it was exercisable at the time of such Retirement, but may not be exercised after twelve
months (or such shorter period as the Committee shall specify at grant) from the date of such termination of employment or the
expiration of the stated term of the option, whichever period is shorter. In the event of termination of employment by reason of
Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of
Section 422 of the Code, the option will thereafter be treated as a Non-Qualified Stock Option. 



        (i)    Other Termination.   Subject
to the rights set forth in Section 5(k), or unless otherwise determined by the Committee, if an optionee’s employment by the
Company and any Subsidiary or Parent Corporation terminates for any reason other than death, Disability or Retirement, any
Incentive Stock Option may be exercised to the extent it was exercisable at such termination, for the lesser of three months from
the date of termination or the balance of the option’s term, except that if the optionee is terminated for Cause by the
Company or any Subsidiary or Parent Corporation, the Stock Option shall thereupon terminate immediately. 



        (j)    Annual
Limit on Incentive Stock Options.   The aggregate Fair Market Value (determined as of the time the Stock Option
is granted) of the Common Stock with respect to which an Incentive Stock Option under this Plan or any other plan of the Company
and any Subsidiary or Parent Corporation is exercisable for the first time by an optionee during any calendar year shall not
exceed $100,000. 




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        (k)    Extension
of Exercise Period.   At any time prior to or upon an optionee’s termination of employment by reason of
death, Disability, Retirement or other termination, other than termination for Cause by the Company or any Subsidiary or Parent
Corporation, the Committee, in its sole discretion, may extend the exercise period of part or all of the Stock Option, for any
additional term which the Committee determines is in the best interest of the Company. An extension of an Incentive Stock Option
shall not be effective unless: (i) the option price is not less than 100% of the Fair Market Value of the Stock at the time such
extension is granted, (ii) the extension is made before March 12, 2010,and (iii) the extended exercise period ends within
ten years from the date of such extension. If, pursuant to such extension, an Incentive Stock Option is exercised after the
expiration of the exercise period that apply for purposes of Section 422 of the Code, the option will thereafter be treated as a
Non-Qualified Stock Option. 



        (l)    Replacement
Options.   In the event of a merger, consolidation, acquisition, separation, reorganization or similar
occurrence, where the Company will be the surviving entity, the Committee, at its sole discretion, may assume or issue Stock
Options under this Plan to replace existing Stock Options issued by acquired entity. The replacement options shall have an option
price in which the excess of the aggregate Fair Market Value of the shares subjected to the option immediately after the
replacement over the aggregate option price of such shares is not more than the excess of the aggregate Fair Market Value of all
shares subject to the option immediately before such replacement over the aggregate option price of such shares. The Committee has
discretion to issue replacement Stock Options whose terms conform with those of the existing Stock Options of the acquired company
even if such terms conflict with the terms provided in this plan. The Committee shall not, in any event, issue replacement options
which give an option of the acquired company any additional benefits not then existing under the optionee’s original Stock
Options. 



        SECTION 6.    Stock Appreciation Rights. 



        (a)    Grant
and Exercise.   Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option
granted under the Plan. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the
grant of such Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of the
option. 



        A Stock Appreciation Right or
applicable portion thereof granted with respect to a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that a Stock Appreciation Right granted with respect to less than the
full number of shares covered by a related Stock Option shall not be reduced until the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock Appreciation Right. 





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        A
Stock Appreciation Right may be exercised by an optionee, in accordance with paragraph (b)
of this Section 6, by surrendering the applicable portion of the related Stock Option.
Upon such exercise and surrender, the optionee shall be entitled to receive an amount
determined in the manner prescribed in paragraph (b) of this Section 6. Stock Options
which have been so surrendered, in whole or in part, shall no longer be exercisable to the
extent the related Stock Appreciation Rights have been exercised. 



        (b)    Terms
and Conditions.   Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following: 



	  	        (i)    Stock
Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate
shall be exercisable in accordance with the provisions of Section 5 and this Section 6 of the Plan. 







	  	        (ii)    Upon
the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive up to, but not more than, an amount in cash
or shares of Stock equal in value to the excess of the Fair Market Value of one share of Stock over the option price per share
specified in the related option multiplied by the number of shares in respect of which the Stock Appreciation Right shall have
been exercised, with the Committee having the right to determine the form of payment; provided the Committee may not require the
optionee to receive more than 50% of the aggregate value of such Stock Appreciation Rights in shares of Stock. 







	  	        (iii)    Stock
Appreciation Rights shall be transferable only when and to the extent that the underlying Stock Option would be transferable under
Section 5 of the Plan. 







	  	        (iv)    Upon
the exercise of a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related
shall be deemed to have been exercised for the purpose of the limitation set forth in Sections 3 and 4 of the Plan on the total
number of shares of Stock to be issued under the Plan and the maximum number of shares to be awarded to any one person in a fiscal
year, but only to the extent of the number of shares issued or issuable under the Stock Appreciation Right at the time of exercise
based on the value of the Stock Appreciation Right at such time. 







	  	        (v)    A
Stock Appreciation Right granted in connection with an Incentive Stock Option may be exercised only if and when the market price
of the Stock subject to the Incentive Stock Option exceeds the exercise price of such Option. 







	  	        (vi)    Each
award shall be confirmed by, and subject to the terms of, a Stock Appreciation Rights Agreement executed by the Company and the
participant. 









10 











        SECTION 7.    Restricted Stock. 



        (a)    Administration.   Shares
of Restricted Stock may be issued either alone or in addition to other awards granted under the Plan. The Committee shall
determine the officers, key employees and Consultants of the Company and Subsidiaries to whom, and the time or times at which,
grants of Restricted Stock will be made, the number of shares to be awarded, the time or times within which such awards may be
subject to forfeiture, and all other conditions of the awards. The Committee may also condition the grant of Restricted Stock upon
the attainment of specified performance goals. The provisions of Restricted Stock awards need not be the same with respect to each
recipient. 



        (b)    Awards
and Certificates.   The prospective recipient of an award of shares of Restricted Stock shall not have any
rights with respect to such award, unless and until such recipient has executed an Agreement evidencing the award and has
delivered a fully executed copy thereof to the Company, and has otherwise complied with the then applicable terms and conditions.




	  	        (i)    Each
participant shall be issued a stock certificate in respect of shares of Restricted Stock awarded under the Plan. Such certificate
shall be registered in the name of the participant, and shall bear an appropriate legend containing the Company’s current
address and referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form:








	  	“The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions (including forfeiture) of the CNS, Inc. 2000 Stock Plan and an
Agreement entered into between the registered owner and CNS, Inc. Copies of such Plan and Agreement are on file in the offices of
CNS, Inc.” 






	  	        (ii)    The
Committee shall require that the stock certificates evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock award, the participant shall have
delivered a stock power, endorsed in blank, relating to the Stock covered by such award. 







        (c)    Restrictions
and Conditions.   The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following
restrictions and conditions: 



	  	        (i)    Subject
to the provisions of this Plan and the award Agreement, during a period set by the Committee commencing with the date of such
award (the “Restriction Period”), the participant shall not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock awarded under the Plan. In no event shall the Restriction Period be less than one (1) year. Within these limits,
the Committee may provide for the lapse of such restrictions in installments where deemed appropriate. 









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	  	        (ii)    Except
as provided in paragraph (c)(i) of this Section 7, the participant shall have, with respect to the shares of Restricted Stock, all
of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends.
The Committee, in its sole discretion, may permit or require the payment of cash dividends to be deferred and, if the Committee so
determines, reinvested in additional shares of Restricted Stock (to the extent shares are available under Section 3 and subject to
paragraph (f) of Section 13). Certificates for shares of unrestricted Stock shall be delivered to the grantee promptly after, and
only after, the period of forfeiture shall have expired without forfeiture in respect of such shares of Restricted Stock. 







	  	        (iii)    Subject
to the provisions of the award Agreement and paragraph (c)(iv) of this Section 7, upon termination of employment for any reason
during the Restriction Period, all shares still subject to restriction shall be forfeited by the participant. 







	  	        (iv)    In
the event of special hardship circumstances of a participant whose employment is terminated (other than for Cause), including
death, Disability or Retirement, or in the event of an unforeseeable emergency of a participant still in service, the Committee
may, in its sole discretion, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part
any or all remaining restrictions with respect to such participant’s shares of Restricted Stock. 







	  	        (v)    Notwithstanding
the foregoing, unless the Restricted Stock Award or employment agreement of the participant receiving a Restricted Stock Award
provides otherwise, all restrictions with respect to any participant’s shares of Restricted Stock shall lapse on the date
determined by the Committee, but in no event more than sixty (60) days prior to the occurrence of any of the following events: (i)
dissolution or liquidation of the Company other than in conjunction with a bankruptcy of the Company or any similar occurrence,
(ii) any merger, consolidation, acquisition, separation, reorganization, or similar occurrence, where the Company will not be the
surviving entity or (iii) the transfer of substantially all of the assets of the Company or 20% or more of the outstanding Stock
of the Company. The grant of a Restricted Stock Award pursuant to the Plan shall not limit in any way the right or power of the
Company to make adjustments, reclassification, reorganizations or changes of its capital or business structure or to merge,
exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 







        SECTION 8.    Deferred Stock Awards. 



        (a)    Administration.   Deferred
Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the
officers, key employees and Consultants of the Company and Subsidiaries to whom and the time or times at which Deferred Stock
shall be awarded, the number of Shares of Deferred Stock to be awarded to any participant or group of participants, the duration
of the period (the “Deferral Period”) during which, and the conditions under which, receipt of the Stock will be
deferred, and the terms and conditions of the award in addition to those contained in paragraph (b) of this Section 8. The
Committee may also condition the grant of Deferred Stock upon the attainment of specified performance goals. The provisions of
Deferred Stock awards need not be the same with respect to each recipient. 




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        (b)       Terms and Conditions.  



	  	        (i)    Subject
to the provisions of this Plan and the award agreement, Deferred Stock awards may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Deferral Period. In no event shall the Deferral Period be less than one (1) year. At the
expiration of the Deferral Period (or Elective Deferral Period, where applicable), share certificates shall be delivered to the
participant, or his legal representative, in a number equal to the shares covered by the Deferred Stock award. 







	  	        (ii)    Amounts
equal to any dividends declared during the Deferral Period with respect to the number of shares covered by a Deferred Stock award
will be paid to the participant currently or deferred and deemed to be reinvested in additional Deferred Stock or otherwise
reinvested, all as determined at the time of the award by the Committee, in its sole discretion. 







	  	        (iii)    Subject
to the provisions of the award Agreement and paragraph (b)(iv) of this Section 8, upon termination of employment for any reason
during the Deferral Period for a given award, the Deferred Stock in question shall be forfeited by the participant. 







	  	        (iv)    In
the event of special hardship circumstances of a participant whose employment is terminated (other than for Cause) including
death, Disability or Retirement, or in the event of an unforeseeable emergency of a participant still in service, the Committee
may, in its sole discretion, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part
any or all of the remaining deferral limitations imposed hereunder with respect to any or all of the participant’s Deferred
Stock. 







	  	        (v)    A
participant may elect to further defer receipt of the award for a specified period or until a specified event (the “Elective
Deferral Period”), subject in each case to the Committee’s approval and to such terms as are determined by the
Committee, all in its sole discretion. Subject to any exceptions adopted by the Committee, such election must generally be made
prior to completion of one half of the Deferral Period for a Deferred Stock award (or for an installment of such an award).








	  	        (vi)    Each
award shall be confirmed by, and subject to the terms of, a Deferred Stock Agreement executed by the Company and the participant.








        SECTION 9.    Other Awards. 



        The
Committee may from time to time grant Stock, other Stock based and non-Stock based awards
under this Plan including without limitations those awards pursuant to which shares of
Stock are or in the future may be acquired, awards denominated in Stock units, securities
convertible into Stock, phantom securities and dividend equivalents. The Committee shall
determine the terms and conditions of such Stock, Stock based and non-Stock based awards
provided that such awards shall not be inconsistent with the terms of this Plan. 




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        SECTION 10.    Transfer, Leave of Absence, etc.  



        For purposes of the Plan, the
following events shall not be deemed a termination of employment: 



        (a)    a
transfer of an employee from the Company to a Parent Corporation or Subsidiary, or from a Parent Corporation or Subsidiary to the
Company, or from one Subsidiary to another; 



        (b)    a
leave of absence, approved in writing by the Committee, for military service or sickness, or for any other purpose approved by the
Company if the period of such leave does not exceed ninety (90) days (or such longer period as the Committee may approve, in its
sole discretion); and 



        (c)    a
leave of absence in excess of ninety (90) days, approved in writing by the Committee, but only if the employee’s right to
reemployment is guaranteed either by a statute or by contract, and provided that, in the case of any leave of absence, the
employee returns to work within 30 days after the end of such leave. 



        SECTION 11.    Amendments and Termination. 



        The Board may amend, alter,
or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made (i) which would impair the rights of an
optionee or participant under a Stock Option, Stock Appreciation Right, Restricted Stock, Deferred Stock or other Stock-based
award theretofore granted, without the optionee’s or participant’s consent or (ii) which without the approval of the
stockholders of the Company would cause the Plan to no longer comply with Rule 16b-3 under the Securities Exchange Act of 1934,
Section 422 of the Code or any other regulatory requirements. 



        The Committee may amend the
terms of any award or option theretofore granted, prospectively or retroactively to the extent such amendment is consistent with
the terms of this Plan, but no such amendment shall impair the rights of any holder without his or her consent except to the
extent authorized under the Plan. Notwithstanding the foregoing, without approval of the Company’s shareholders, the
Committee may not (i) amend the terms of any outstanding Stock Option to reduce the exercise price of such Stock Option or (ii)
cancel any outstanding Stock Option and grant a new Stock Option with a lower price such that the effect would be the same as
reducing the exercise price of the Stock Option. 



        SECTION 12.    Unfunded Status of Plan.  



        The Plan is intended to
constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any such participant or optionee any rights that are
greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments in lieu of or with
respect to awards hereunder, provided, however, that the existence of such trusts or other arrangements is consistent with the
unfunded status of the Plan. 




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        SECTION 13.    General Provisions. 



        (a)    The
Committee may require each person purchasing shares pursuant to a Stock Option under the Plan to represent to and agree with the
Company in writing that the optionee or participant is acquiring the shares without a view to distribution thereof. The
certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.




        All certificates for shares
of Stock delivered under the Plan pursuant to any Restricted Stock, Deferred Stock or other Stock-based awards shall be subject to
such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable
Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions. 



        (b)    Subject
to paragraph (d) below, recipients of Restricted Stock, Deferred Stock and other Stock-based awards under the Plan (other than
Stock Options) are not required to make any payment or provide consideration other than the rendering of services. 



        (c)    Nothing
contained in this Plan shall prevent the Board of Directors from adopting other or additional compensation arrangements, subject
to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only
in specific cases. The adoption of the Plan shall not confer upon any employee of the Company or any Subsidiary any right to
continued employment with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right of the
Company or a Subsidiary to terminate the employment of any of its employees at any time. 



        (d)    Each
participant shall, no later than the date as of which any part of the value of an award first becomes includible as compensation
in the gross income of the participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to
the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to
the award. The obligations of the Company under the Plan shall be conditional on such payment or arrangements and the Company and
Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due to the participant. With respect to any award under the Plan, if the terms of such award so permit, a participant may elect by
written notice to the Company to satisfy part or all of the withholding tax requirements associated with the award by (i)
authorizing the Company to retain from the number of shares of Stock that would otherwise be deliverable to the participant;
provided however, the value of the shares retained by the Company shall not exceed the minimum federal withholding applicable to
the amount of the award includible as compensation in the gross income of the participant, or (ii) delivering to the Company from
shares of Stock already owned by the participant, that number of shares having an aggregate Fair Market Value equal to part or all
of the tax payable by the participant under this Section 13(d). Any such election shall be in accordance with, and subject to,
applicable tax and securities laws, regulations and rulings. 





15 










        (e)    At
the time of grant, the Committee may provide in connection with any grant made under this Plan that the shares of Stock received
as a result of such grant shall be subject to a repurchase right in favor of the Company, pursuant to which the participant shall
be required to offer to the Company upon termination of employment for any reason any shares that the participant acquired under
the Plan, with the price being the then Fair Market Value of the Stock or, in the case of a termination for Cause, an amount equal
to the cash consideration paid for the Stock, subject to such other terms and conditions as the Committee may specify at the time
of grant. The Committee may, at the time of grant of an award under the Plan, provide the Company with the right to repurchase, or
require forfeiture of, shares of Stock acquired pursuant to the Plan by any participant who, at any time within one year after
termination of employment with the Company, directly or indirectly, competes with, or is employed by a competitor of, the Company.




        (f)    The
reinvestment of dividends in additional Restricted Stock (or in Deferred Stock or other types of Plan awards) at the time of any
dividend payment shall only be permissible if the Committee (or the Company’s chief financial officer) certifies in writing
that under Section 3 sufficient shares are available for such reinvestment (taking into account then outstanding Stock Options and
other Plan awards). 



        SECTION 14.    Effective Date of Plan.  



        The Plan is expressly made
subject to the approval by the shareholders of the Company. If the Plan is not so approved by the shareholders on or before one
year after this Plan’s adoption by the Board of Directors, this Plan shall not come into effect. The offering of the shares
hereunder shall be also subject to the effecting by the Company of any registration or qualification of the shares under any
federal or state law or the obtaining of the consent or approval of any governmental regulatory body which the Company shall
determine, in its sole discretion, is necessary or desirable as a condition to or in connection with, the offering or the issue or
purchase of the shares covered thereby. The Company shall make every reasonable effort to effect such registration or
qualification or to obtain such consent or approval. 



_________________ 



	  	Adopted by the Board of Directors: March 13, 2000

Ratified and Approved by the Shareholders: May 3, 2000

Amended by the Board of Directors: June 25, 2003

Amendment Ratified and Approved by the Shareholders: August 27, 2003

Amended by the Board of Directors: June 22, 2005

Amendment Ratified and Approved by the Shareholders: August 30,2005 








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