**FIIC,
      INC.**




**2005
      STOCK OPTION, DEFERRED STOCK**


**AND**


**RESTRICTED
      STOCK PLAN**




**Adopted
      by Board of Directors: April 16, 2005**




**Adopted
      by Stockholders: as of April 25, 2005**




**Section
      1.**  **General
      Purpose of Plan; Definitions** .




(a)  This
      plan
      is intended to implement and govern the 2005 Stock Option, Deferred Stock and
      Restricted Stock Plan (the “Plan”) of FIIC,
      Inc. ,
      a
      Delaware corporation (the “Company”). The Plan was adopted by the Board of
      Directors and stockholders of the Company as of April 25, 2005. The purpose
      of
      the Plan is to enable the Company to obtain and retain competent personnel
      who
      will contribute to the Company’s success by their ability, ingenuity and
      industry, and to provide incentives to such personnel and members that are
      linked directly to increases in stockholder value, and will therefore, inure
      to
      the benefit of all stockholders of the Company.




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




(1)  “ Administrator ”
means
      the Board, or if the Board does not administer the Plan, the Committee, in
      accordance with Section 2.




(2)  “ Award ”
means
      any award of Deferred Stock, Restricted Stock or Stock Option.




(3)  “ Board ”
means
      the Board of Directors of the Company.




(4)  “ Code ”
means
      the Internal Revenue Code of 1986, as amended from time to time, or any
      successor thereto.




(5)  “ Commission ”
means
      the Securities and Exchange Commission.




(6)  “ Committee ”
means
      the Compensation Committee of the Board, or any other Committee the Board may
      appoint to administer the Plan. If at any time the Board shall administer the
      Plan, then the functions of the Committee specified in the Plan shall be
      exercised by the Board.




(7)  “ Company ”
      means FIIC,
      Inc. ,
      a
      corporation organized under the laws of Delaware (or any successor corporation)
      and any parent corporation within the meaning of Section 425(e) of the
      Code, any subsidiary corporation with the meaning of Section 425(f) of the
      Code or any majority-owned subsidiary of a parent corporation.




1




(8)  “ Deferred
      Stock ”
means
      an award made pursuant to Section 6 below of the right to receive Stock at
      the
      end of a specified deferral period.




(9)  “ Disability ”
means,
      except as otherwise provided by the Administrator and except in connection
      with
      exercise of an Incentive Stock Option whereby disability shall have the meaning
      set forth in Section 22(e)(3) of the Code, permanent and total disability as
      determined under the Company’s disability program or policy, or if such
      disability program or policy does not exist, then any disability that renders
      Participant unable to serve the Company in the capacity for which such
      Participant served immediately prior to such disability.




(10)  “ Effective
      Date ”
shall
      mean the date provided pursuant to Section 15.




(11)  “ Eligible
      Person ”
means
      an employee, director, consultant or advisor of the Company eligible to
      participate in the Plan pursuant to Section 4.




(12)  “ Exchange
      Act ”
means
      the Securities Exchange Act of 1934, as amended.




(13)  “ Fair
      Market Value ”
means,
      as of any given date, with respect to any Awards granted hereunder, at the
      discretion of the Administrator and subject to such limitations as the
      Administrator may impose, (A) the closing sales price of the Stock on such
      date,
      or (B) the average of the closing sales price of the Stock on each day on which
      the Stock was traded over a period of up to twenty trading days immediately
      prior to such date, or (C) if the Stock is not publicly traded, the fair market
      value of the Stock as otherwise determined by the Administrator in the good
      faith exercise of its discretion.




(14)  “ Incentive
      Stock Option ”
means
      any Stock option intended to be designated as an “incentive stock option” within
      the meaning of Section 422 of the Code.




(15)  “ Non-Qualified
      Stock Option ”
means
      any Stock Option that is not an Incentive Stock Option, including any Stock
      Option that provides (as of the time such option is granted) that it will not
      be
      treated as an Incentive Stock Option.




(16)  “ Participant ”
means
      any Eligible Person selected by the Administrator pursuant to the
      Administrator’s authority in Section 2 below to receive Awards.




(17)  “ Restricted
      Period ”
means
      the period set by the Administrator as it pertains to Deferred Stock or
      Restricted Stock awards pursuant to Section 6.




(18)  “ Restricted
      Stock ”
means
      an award of shares of Stock granted pursuant to Section 6 subject to
      restrictions that will lapse with the passage of time or upon the attainment
      of
      performance objectives.




(19)  “ Securities
      Act ”
means
      the Securities Act of 1933, as amended.




2




(20)  “ Stock ”
means
      the common stock, $.001 par value, of the Company.




(21)  “ Stock
      Option ”
means
      an option to purchase shares of Stock granted pursuant to Section
      5.




**Section
      2.**  **Administration** .




(a)  The
      Plan
      shall be administered by the Board or by a Committee appointed by the Board,
      which shall serve at the pleasure of the Board; provided , however ,
      that if
      the Stock is registered under Section 12 of the Securities Act and if the
      Committee does not consist solely of “Non-Employee Directors,” as defined in
      Rule 16b-3 as promulgated by the Commission under the Exchange Act, and as
      such
      Rule may be amended from time to time, or any successor definition adopted
      by
      the Commission, then the Plan shall be administered, and each grant shall be
      approved, by the Board.




(b)  The
      Administrator shall have the power and authority to grant to Eligible Persons,
      pursuant to the terms of the Plan: (i) Stock Options, (ii) Deferred Stock,
      (iii)
      Restricted Stock, or (iv) any combination of the foregoing.




In
      particular, the Administrator shall have the authority:




(1)  to
      select
      those employees of the Company who are Eligible Persons;




(2)  to
      determine whether and to what extent Stock Options, Deferred Stock, Restricted
      Stock or a combination of the foregoing, are to be granted to Eligible Persons
      of the Company;




(3)  to
      determine the number of shares of Stock to be covered by each such
      Award;




(4)  to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any such Award including, but not limited to, (i) the restricted period
      applicable to Deferred Stock or Restricted Stock awards, (ii) the date or dates
      on which restrictions applicable to such Deferred Stock or Restricted Stock
      shall lapse during such period, and (iii) when and in what increments shares
      covered by Stock Options may be purchased, subject to applicable rules and
      regulations and restrictions set forth herein; and




(5)  to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      which shall govern all written instruments evidencing the Stock Options,
      Deferred Stock, Restricted Stock or any combination of the
      foregoing.




(c)  The
      Administrator shall have the authority, in its discretion, 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.




3




(d)  All
      decisions made by the Administrator pursuant to the provisions of the Plan
      shall
      be final and binding on all persons, including the Company and the
      Participants.




**Section
      3.**  **Stock
      Subject to Plan.**




(a)  The
      total
      number of shares of Stock reserved and available for issuance under the Plan
      shall be 1,854,883 shares. Such shares shall consist of authorized but unissued
      shares.




(b)  To
      the
      extent that (i) a Stock Option expires or is otherwise terminated without being
      exercised or (ii) any shares of Stock subject to any Deferred Stock or
      Restricted Stock award granted hereunder are forfeited, such shares shall again
      be available for issuance in connection with future Awards under the Plan.
      If
      any shares of Stock have been pledged as collateral for indebtedness incurred
      by
      a Participant in connection with the exercise of a Stock Option and such shares
      are returned to the Company in satisfaction of such indebtedness, such shares
      shall again be available for issuance in connection with future Awards under
      the
      Plan. If the exercise price of any Stock Option award, or the withholding
      obligation arising from a Stock Option granted under the Plan is satisfied
      by
      tendering shares of Stock to the Company (by either actual delivery of by
      attestation), only the number of shares of Stock issued, not of the shares
      of
      Stock tendered, shall be deemed delivered for purposes of determining the
      maximum number of shares of Stock available for delivery under the
      Plan.




(c)  In
      the
      event of any merger, reorganization, consolidation, recapitalization, stock
      dividend, stock split, reverse stock split or other change in corporate
      structure affecting the Stock, an appropriate substitution or adjustment shall
      be made in (i) the aggregate number of shares reserved for issuance under the
      Plan, and (ii) the kind, number and option price of shares subject to
      outstanding Awards granted under the Plan as may be determined by the
      Administrator, in its sole discretion, provided that the number of shares
      subject to any Award shall always be a whole number. Such other substitutions
      or
      adjustments shall be made as may be determined by the Administrator, in its
      sole
      discretion; provided , however ,
      that
      with respect to Incentive Stock Options, such adjustment shall be made in
      accordance with Section 424 of the Code.




**Section
      4.**  **Eligibility.**




Officers,
      employees and directors of, and consultants and advisors providing services
      to,
      the Company shall be eligible to be granted Non-Qualified Stock Options,
      Deferred Stock or Restricted Stock awards hereunder. Officers and other key
      employees of the Company shall also be eligible to be granted Incentive Stock
      Options hereunder. The Participants under the Plan shall be selected from time
      to time by the Administrator, in its sole discretion, from among the Eligible
      Persons recommended by the senior management of the Company, and the
      Administrator shall determine, in its sole discretion, the number of shares
      covered by each Award.




4




**Section
      5.**  **Stock
      Options for Eligible Persons.**




(a)  Stock
      Options may be granted to Eligible Persons alone or in addition to other Awards
      granted under the Plan. Any Stock Option granted under the Plan shall be in
      such
      form as the Administrator may from time to time approve, and the provisions
      of
      Stock Option awards need not be the same with respect to each optionee.
      Recipients of Stock Options shall enter into a stock option agreement with
      the
      Company, in such form as the Administrator shall determine, which agreement
      shall set forth, among other things, the exercise price of the option, the
      term
      of the option and provisions regarding exercisability of the option granted
      thereunder. The prospective recipient of a Stock Option shall not have any
      rights with respect to such Award, unless and until such recipient has executed
      an agreement evidencing the Award (a “Stock Option Agreement” and has delivered
      a fully executed copy thereof to the Company, within a period of sixty days
      (or
      such other period as the Administrator may specify) after the Award
      date.




The
      Stock
      Options granted under the Plan to Eligible Persons may be of two types: (x)
      Incentive Stock Options and (y) Non-Qualified Stock Options.




(b)  The
      Administrator shall have the authority under this Section 5 to grant any
      optionee Incentive Stock Options, Non-Qualified Stock Options, or both types
      of
      Stock Options; provided , however ,
      that
      Incentive Stock Options may not be granted to any individual who is not an
      employee of the Company. To the extent that any Stock Option does not qualify
      as
      an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
      Option. More than one option may be granted to the same optionee and be
      outstanding concurrently hereunder.




(c)  Stock
      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 Administrator shall, in its
      sole
      discretion, deem desirable:




(i)  Option
      Price .
      The
      option price per share of Stock purchasable under an Incentive Stock Option
      shall be determined by the Administrator, in its sole discretion, at the time
      of
      grant but shall be not less than 100% of the Fair Market Value of the Stock
      on
      such date, and shall not, in any event, be less than the par value of the Stock,
      if any. The option price per share of Stock purchasable under a Non-Qualified
      Stock Option may be less than 100% of such Fair Market Value, but in no event
      less than 85% of such Fair Market Value. 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 and a Stock Option is granted to such employee, the option price of
      such
      Stock Option (to the extent required by the Code at the time of grant) shall
      be
      no less than 110% of the Fair Market Value of the Stock on the date such Stock
      Option is granted.




5




(ii)  Option
      Term .
      The
      term of each Stock Option shall be fixed by the Administrator, but no Stock
      Option shall be exercisable more than ten years after the date such Stock Option
      is granted; provided , however ,
      that 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 and an Incentive Stock Option is granted to
      such
      employee, the term of such Incentive Stock Option (to the extent required by
      the
      Code at the time of grant) shall be no more than five years from the date of
      grant.




(iii)  Exercisability .
      Stock
      Options shall be exercisable at such time or times and subject to such terms
      and
      conditions as shall be determined by the Administrator at or after grant; provided , however ,
      that,
      except as provided herein or unless otherwise determined by the Administrator
      at
      or after grant, Stock Options shall be exercisable one year following the date
      of grant of the option. With respect to Stock Options issued to non-officer
      employees of the Company, such Stock Options shall vest at least 20% per year
      over the five-year period commencing from the date of grant. To the extent
      not
      exercised, installments shall accumulate and be exercisable in whole or in
      part
      at any time after becoming exercisable but not later than the date the Stock
      Option expires. The Administrator may provide, in its discretion, that any
      Stock
      Option shall be exercisable only in installments, and the Administrator may
      waive such installment exercise provisions at any time in whole or in part
      based
      on such factors as the Administrator may determine in its sole
      discretion.




(iv)  Method
      of Exercise .
      Subject
      to Subsection 5(c)(iii), 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, accompanied by payment
      in full of the purchase price in cash or its cash equivalent, as determined
      by
      the Administrator. The Administrator may, in its sole discretion, accept payment
      in whole or in part on behalf of the Company (i) in the form of unrestricted
      Stock already owned by the optionee, or, in the case of the exercise of a
      Non-Qualified Stock Option, Restricted Stock subject to an Award hereunder
      (based, in each case, on the Fair Market Value of the Stock), (ii) by
      cancellation of any indebtedness owed by the Company to the optionee, (iii)
      by a
      full recourse promissory note executed by the optionee, (iv) by requesting
      that
      the Company withhold whole shares of Common Stock then issuable upon exercise
      of
      the Stock Option (based on the Fair Market Value of the Stock), (v) by
      arrangement with a broker which is acceptable to the Administrator where payment
      of the option price is made pursuant to an irrevocable direction to the broker
      to deliver all or part of the proceeds from the sale of the shares underlying
      the option to the Company, or (vi) by any combination of the foregoing; provided , however ,
      that in
      the case of an Incentive Stock Option, the right to make payment in the form
      of
      already owned shares may be authorized only at the time of grant. Any payment
      in
      the form of stock already owned by the optionee may be effected by use of an
      attestation form approved by the Administrator. If payment of the option
      exercise price of a Non-Qualified Stock Option is made in whole or in part
      in
      the form of Restricted Stock, the shares received upon the exercise of such
      Stock Option (to the extent of the number of shares of Restricted Stock
      surrendered upon exercise of such Stock Option) shall be restricted in
      accordance with the original terms of the Restricted Stock award in question,
      except that the Administrator may direct that such restrictions shall apply
      only
      to that number of shares equal to the number of shares surrendered upon the
      exercise of such option. An optionee shall generally have the rights to
      dividends and other rights of a stockholder with respect to shares subject
      to
      the option only after 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 10.




6




(d)  The
      Company may make loans available to Stock Option holders in connection with
      the
      exercise of outstanding options granted under the Plan, as the Administrator,
      in
      its discretion, may determine. Such loans shall (i) be evidenced by promissory
      notes entered into by the Stock Option holders in favor of the Company, (ii)
      be
      subject to the terms and conditions set forth in this paragraph and such other
      terms and conditions, not inconsistent with the Plan, as the Administrator
      shall
      determine, (iii) bear interest, if any, at such rate as the Administrator shall
      determine and (iv) be subject to Board approval. In no event may the principal
      amount of any such loan exceed the sum of (x) the exercise price less the par
      value of the shares of Stock covered by the option, or portion thereof,
      exercised by the holder and (y) any Federal, state, and local income tax
      attributable to such exercise. The initial term of the loan, the schedule of
      payments of principal and interest under the loan, the extent to which the
      loan
      is to be with or without recourse against the holder with respect to principal
      or interest and the conditions upon which the loan will become payable in the
      event of the holder’s termination of employment shall be determined by the
      Administrator; provided , however ,
      that
      the term of the loan, including extensions, shall not exceed seven (7) years.
      Unless the Administrator determines otherwise, when a loan is made, shares
      of
      Common Stock having a Fair Market Value at least equal to the principal amount
      of the loan shall be pledged by the holder to the Company as security for
      payment of the unpaid balance of the loan, and such pledge shall be evidenced
      by
      a pledge agreement, the terms of which shall be determined by the Administrator,
      in its discretion; provided , however ,
      that
      each loan shall comply with all applicable laws, regulations and rules of the
      Board of Governors of the Federal Reserve System and any other governmental
      agency having jurisdiction.




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




(f)  If
      an
      optionee’s employment with the Company terminates by reason of death or
      Disability, the Stock Option may thereafter be immediately exercised, to the
      extent then exercisable (or on such accelerated basis as the Administrator
      shall
      determine at or after grant), by the legal representative of the optionee,
      by
      the legal representative of the estate of the optionee, or by the legatee of
      the
      optionee under the will of the optionee, for a period of at least six (6) months
      from the date of such death or Disability. In the event of a termination of
      employment by reason of Disability, if an Incentive Stock Option is exercised
      after the expiration of the exercise periods that apply for purposes of Section
      422 of the Code, such Stock Option shall thereafter be treated as a
      Non-Qualified Stock Option.




7




(g)  Except
      as
      otherwise provided in this paragraph or otherwise determined by the
      Administrator, if an optionee’s employment with the Company terminates for any
      reason other than death or Disability (except for termination for cause as
      defined by applicable law), the optionee must exercise his or her Stock Options,
      to the extent then exercisable (or on such accelerated basis as the
      Administrator shall determine at or after grant), within thirty (30) days from
      the date of such termination. If the optionee does not exercise his or her
      Stock
      Options within this thirty (30) day period, the Stock Options automatically
      terminate, and such Stock Options become null and void.




(h)  If
      the
      aggregate Fair Market Value (determined as of the date the Incentive Stock
      Option is granted) of the shares of Stock with respect to which Incentive Stock
      Options granted to an optionee under this Plan and all other plans of the
      Company become exercisable for the first time by the optionee during any
      calendar year exceeds $100,000, then such Stock Options shall be treated as
      Non-Qualified Stock Options to the extent such exceeds $100,000.




**Section
      6.**  **Deferred
      Stock and Restricted Stock.**




(a)  Deferred
      Stock and Restricted Stock awards may be issued to Eligible Persons either
      alone
      or in addition to other Awards granted under the Plan. The Administrator shall
      determine the Eligible Persons, and the time or times at which grants of
      Deferred Stock or Restricted Stock awards shall be made; the number of shares
      to
      be awarded; the price to be paid by the recipient of Deferred Stock or
      Restricted Stock awards; the Restricted Period (as defined in paragraph 6(c)
      hereof) applicable to Deferred Stock or Restricted Stock awards; the performance
      objectives applicable to Deferred Stock or Restricted Stock awards; the date
      or
      dates on which restrictions applicable to such Deferred Stock or Restricted
      Stock awards shall lapse during such Restricted Period; and all other conditions
      of the Deferred Stock or Restricted Stock awards. The purchase price of any
      Deferred Stock or Restricted Stock award must be at least 85% of the Fair Market
      Value of the Stock at the time the Participant is granted the right to purchase
      shares under the Plan, or at the time the purchase is consummated. If a
      Participant 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, than the purchase price
      of
      the Deferred Stock or Restricted Stock award must be 100% of the Fair Market
      Value of the Stock either at the time the Participant is granted the right
      to
      purchase shares under the Plan, or at the time the purchase is consummated.
      The
      Administrator may also condition the grant of Deferred Stock or Restricted
      Stock
      awards upon the exercise of Stock Options, or upon such other criteria as the
      Administrator may determine, in its sole discretion. The provisions of Deferred
      Stock or Restricted Stock awards need not be the same with respect to each
      recipient.




(b)  The
      prospective recipient of a Deferred Stock or Restricted Stock award shall not
      have any rights with respect to such Award, unless and until such recipient
      has
      executed an agreement evidencing the Award (a “Deferred Stock Award Agreement”
or “Restricted Stock Award Agreement” as appropriate) and has delivered a fully
      executed copy thereof to the Company, within a period of sixty days (or such
      other period as the Administrator may specify) after the Award
      date.




8




Except
      as
      provided below in this paragraph (b) of Section 6, (i) each Participant who
      is
      awarded Restricted Stock shall be issued a stock certificate in respect of
      such
      shares of Restricted Stock; and (ii) such certificate shall be registered in
      the
      name of the Participant, and shall bear an appropriate legend 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** **FIIC, Inc.** **2005
      Stock Option, Deferred Stock and Restricted Stock Plan and a Restricted Stock
      Award Agreement entered into between the registered owner
      and** **FIIC, Inc** **.
      Copies of such Plan and Agreement are on file in the offices
      of** **FIIC, Inc** **.”**




The
      Company shall require that the stock certificates evidencing such shares be
      held
      in the custody of the Company until the restrictions thereon shall have lapsed,
      and, 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.




With
      respect to Deferred Stock awards, at the expiration of the Restricted Period,
      stock certificates in respect of such shares of Deferred Stock shall be
      delivered to the Participant, or his legal representative, in a number equal
      to
      the shares of Stock covered by the Deferred Stock award.




(c)  The
      Deferred Stock or Restricted Stock awards granted pursuant to this Section
      6
      shall be subject to the following restrictions and conditions:




(i)  Subject
      to the provisions of the Plan and the Deferred Stock or Restricted Stock Award
      Agreements, during such period as may be set by the Administrator commencing
      on
      the grant date (the “Restricted Period”), the Participant shall not be permitted
      to sell, transfer, pledge or assign shares of Deferred Stock or Restricted
      Stock
      awarded under the Plan other than by will or the laws of descent and
      distribution. Within these limits, the Administrator may, in its sole
      discretion, provide for the lapse of such restrictions in installments and
      may
      accelerate or waive such restrictions in whole or in part based on such factors
      and such circumstances as the Administrator may determine, in its sole
      discretion, including, but not limited to, the attainment of certain performance
      related goals, the Participant’s termination, death or Disability or the
      occurrence of a “Change of Control” as defined in Section 9 below.




(ii)  Except
      as
      provided in paragraph (c)(i) of this Section 6, the Participant shall have,
      with
      respect to the shares of Restricted Stock, all of the rights of a stockholder
      of
      the Company, including the right to vote the shares, and the right to receive
      any dividends thereon during the Restricted Period. With respect to Deferred
      Stock awards, the Participant shall generally not have the rights of a
      stockholder of the Company, including the right to vote the shares during the
      Restricted Period; provided , however ,
      that
      dividends declared during the Restricted Period with respect to the number
      of
      shares covered by a Deferred Stock award shall be paid to the Participant.
      Certificates for shares of unrestricted Stock shall be delivered to the
      Participant promptly after, and only after, the Restricted Period shall expire
      without forfeiture in respect of such shares of Deferred Stock or Restricted
      Stock, except as the Administrator, in its sole discretion, shall otherwise
      determine.




9




(iii)  Subject
      to the provisions of the Deferred Stock or Restricted Stock Award Agreement
      and
      this Section 6, upon termination of employment for any reason during the
      Restricted Period, all shares subject to any restriction as of the date of
      such
      termination shall be forfeited by the Participant, and the Participant shall
      only receive the amount, if any, paid by the Participant for such Deferred
      Stock
      or Restricted Stock, plus simple interest on such amount at the rate of
      6% **** per
      year.




**Section
      7.**  **Amendment
      and Termination** .




(a)  The
      Board
      may amend, alter or discontinue the Plan, but no amendment, alteration, or
      discontinuation shall be made that would impair the rights of the Participant
      under any Award theretofore granted without such Participant’s consent, or that
      without the approval of the stockholders (as described below)
      would:




(i)  except
      as
      provided in Section 3, increase the total number of shares of Stock reserved
      for
      the purpose of the Plan;




(ii)  change
      the employees or class of employees eligible to participate in the
      Plan;




(iii)  extend
      the maximum option period under Section 5 of the Plan.




(b)  Notwithstanding
      the foregoing, stockholder approval under this Section 7 shall only be required
      at such time and under such circumstances as stockholder approval would be
      required under applicable federal and state laws, regulations and exchange
      or
      listing requirements.




(c)  The
      Administrator may amend the terms of any Award theretofore granted,
      prospectively or retroactively, but, subject to Section 3, no such amendment
      shall impair the rights of any holder without his or her consent.




**Section
      8.**  **Unfunded
      Status of Plan.**




The
      Plan
      is intended to constitute an “unfunded” plan for incentive 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.




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**Section
      9.**  **Change
      of Control.**




The
      following acceleration and valuation provisions shall apply in the event of
      a
“Change of Control”, as defined in paragraph (b) of this Section
      9:




(a)  In
      the
      event of a “Change of Control,” (but prior to such Change of Control, as
      applicable) the Board may, without limitation and in its sole and absolute
      discretion, do any, or any combination, of the following:




(i)  declare
      that the restrictions applicable to any Restricted Stock or Deferred Stock
      awards under the Plan shall lapse in full or in part, and that such shares
      and
      Awards shall be deemed fully or partially vested;




(ii)  declare
      that some or all indebtedness incurred pursuant to paragraph (e) of Section
      5
      above shall be forgiven and the collateral pledged in connection with any such
      loan shall be released in full or in part;




(iii)  declare
      that the value of all or some of the outstanding Awards shall, to the extent
      determined by the Administrator at or after grant, be cashed out by a payment
      of
      cash or other property, as the Administrator may determine, on the basis of
      the
“Change of Control Price” (as defined in paragraph (c) of this Section 9) as of
      the date the Change of Control occurs or such other date as the Administrator
      may determine prior to the Change of Control; or




(iv)  permit
      the successor corporation (in the event of a Change of Control pursuant to
      subparagraph (b)(ii) of this Section 9), pursuant to a written agreement signed
      by the parties, to substitute equivalent Awards or provide substantially similar
      consideration to Participants as was or will be provided to stockholders after
      making any appropriate adjustment as such parties deem necessary or appropriate
      for restrictions attaching to such Awards, including, but not limited to,
      vesting and exercise price.




A
      Participant’s individual Award may, but is not required to, provide what occurs
      upon a Change of Control. To the extent a Participant’s individual Award
      determines what occurs upon a Change of Control, the terms of such Award shall
      be dispositive in the event of a Change of Control.




(b)  For
      purposes of paragraph (a) of this Section 9, a “Change of Control” shall be
      deemed to have occurred if:




(i)  any
      “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act
      (other than the Company; any trustee or other fiduciary holding securities
      under
      an employee benefit plan of the Company; or any company owned, directly or
      indirectly, by the stockholders of the Company in substantially the same
      proportions as their ownership of the Stock of the Company) is or becomes after
      the Effective Date the “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of the Company (not
      including in the securities beneficially owned by such person or any securities
      acquired directly from the Company or its affiliates) representing 30% or more
      of the combined voting power of the Company’s then outstanding securities;
      or




(ii)  the
      stockholders of the Company approve a merger or consolidation of the Company
      with any other corporation, other than (A) a merger or consolidation which
      would
      result in the voting securities of the Company outstanding immediately prior
      thereto continuing to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving entity), in combination with
      the ownership of any trustee or other fiduciary holding securities under an
      employee benefit plan of the Company, at least 75% of the combined voting power
      of the voting securities of the Company or such surviving entity outstanding
      immediately after such merger or consolidation or (B) a merger or consolidation
      effected to implement a recapitalization of the Company (or similar transaction)
      in which no person acquires more than 50% of the combined voting power of the
      Company’s then outstanding securities; or




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(iii)  the
      stockholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company’s assets.




(c)  For
      purposes of this Section 9, “Change of Control Price” means the higher of (i)
      the highest price per share paid or offered in any transaction related to a
      Change of Control of the Company or (ii) the highest price per share paid in
      any
      transaction reported on the exchange or national market system on which the
      Stock is listed, at any time during the preceding sixty day period as determined
      by the Administrator, except that, in the case of Incentive Stock Options,
      such
      price shall be based only on transactions reported for the date on which the
      Administrator decides to cash out such options.




**Section
      10.**  **General
      Provisions.**




(a)  The
      Administrator may require each person granted Awards to represent to and agree
      with the Company in writing that such person is acquiring the shares without
      a
      view to distribution thereof. The certificates for such shares may include
      any
      legend which the Administrator deems appropriate to reflect any restrictions
      on
      transfer.




All
      certificates for shares of Stock delivered under the Plan shall be subject
      to
      such stop-transfer orders and other restrictions as the Administrator may deem
      advisable under the rules, regulations, and other requirements of the
      Commission, any stock exchange or national market system upon which the Stock
      is
      then listed, and any applicable Federal or state securities law, and the
      Administrator may cause a legend or legends to be placed on any such
      certificates to make appropriate reference to such restrictions.




(b)  Nothing
      contained in the Plan shall prevent the Board 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.




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(c)  Each
      Participant shall, no later than the date as of which the value of an Award
      first becomes includable in the gross income of the Participant for Federal
      income tax purposes, pay to the Company, or make arrangements satisfactory
      to
      the Administrator 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 the making
      of
      such payments or arrangements, and the Company 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.




(d)  No
      member
      of the Board or the Administrator, nor any officer or employee of the Company
      acting on behalf of the Board or the Administrator, shall be personally liable
      for any action, determination, or interpretation taken or made in good faith
      with respect to the Plan, and all members of the Board or the Administrator
      and
      each and any officer or employee of the Company acting on their behalf shall,
      to
      the extent permitted by law, be fully indemnified and protected by the Company
      in respect of any such action, determination or interpretation.




(e)  This
      Plan
      is purely voluntary on the part of the Company, and while the Company hopes
      to
      continue it indefinitely, the continuance of the Plan shall not be deemed to
      constitute a contract between the Company and any employee or other person,
      or
      to be consideration for or a condition of the employment of any employee.
      Nothing contained in the Plan shall be deemed to give any employee the right
      to
      be retained in the employ of the Company, to interfere with the right of the
      Company to discharge or retire any employee thereof at any time. No employee
      shall have any right to or interest in Awards authorized hereunder prior to
      the
      grant of such Awards to such employee, and upon such grant he or she shall
      have
      only such rights and interests as are expressly provided herein, subject,
      however, to all applicable provisions of the Company’s Articles of
      Incorporation, as the same may be amended from time to time.




(f)  The
      Company shall deliver a balance sheet and an income statement at least annually
      to each individual holding an outstanding Stock Option or Award under the Plan,
      unless such individual is a key employee whose duties with the Company (or
      any
      parent or subsidiary of the Company) assures such individual access to
      equivalent information.




**Section
      11.**  **Specific
      Performance.**




The
      Stock
      Options granted under this Plan and the Shares issued pursuant to the exercise
      of such Stock Options cannot be readily purchased or sold in the open market,
      and, for that reason among others, the Company and its stockholders will be
      irreparably damaged in the event that this Plan is not specifically enforced.
      In
      the event of any controversy concerning the right or obligation to purchase
      or
      sell any such Option or Optioned Stock, such right or obligation shall be
      enforceable in a court of equity by a decree of a specific performance. Such
      remedy shall, however, be cumulative and not exclusive, and shall be in addition
      to any other remedy which the parties may have.




13




**Section
      12.**  **Invalid
      Provision.**




In
      the
      event that any provision of this Plan is found to be invalid or otherwise
      unenforceable under any applicable law, such invalidity or unenforceability
      shall not be construed as rendering any other provisions contained herein
      invalid or unenforceable, and all such other provisions shall be given full
      force and effect to the same extent as though the invalid unenforceable
      provision was not contained herein.




**Section
      13.**  **Applicable
      Law.**




This
      Plan
      shall be governed by and construed in accordance with the laws of the State
      of
      Delaware.




**Section
      14.**  **Successors
      and Assigns.**




This
      Plan
      shall be binding on and inure to the benefit of the Company and the employees
      to
      whom an Option is granted hereunder, and such employees’ heirs, executors,
      administrators, legatees, personal representatives, assignees and
      transferees.




**Section
      15.**  **Effective
      Date of Plan.**




The
      Plan
      became effective (the “Effective Date”) on [  ],
      2005.




**Section
      16.**  **Term
      of Plan.**




No
      Stock
      Option, Deferred Stock or Restricted Stock award shall be granted pursuant
      to
      the Plan on or after the tenth anniversary of the Effective Date, but Awards
      theretofore granted may extend beyond that date.




**Section
      17.**  **Limitation
      on Amount of Securities Offered.**




Until
      such time as the Company becomes subject to the reporting requirements of
      Sections 13 or 15(d) of the Exchange Act, the aggregate sales price of
      securities sold in reliance on Rule 701 within the preceding twelve (12) months
      under this Plan and any other agreement granting options under Rule 701 of
      the
      Securities Act or amount of securities, as the case may be, shall not exceed
      the
      greatest of: (i) $1,000,000, (ii) 15% of the total assets of the Company,
      measured as of the end of its most recently completed fiscal year, or (iii)
      15%
      of the outstanding Stock, including securities (other than securities issued
      pursuant to this Plan) convertible or exchangeable for Stock.




**Section
      18.**  **Disclosure
      Requirements**




Until
      such time as the Company becomes subject to the reporting requirements of
      Sections 13 or 15(d) of the Exchange Act, in the event the aggregate offering
      price of securities subject to outstanding offers plus the offering price of
      securities sold in the preceding twelve (12) months, as a result of Awards
      issued under the Plan, exceeds $5,000,000, the Company shall deliver the
      following disclosure documents to the Participant or optioned within a
      reasonable period of time before the applicable date of exercise, conversion
      or
      sale:




14




(a)
            A
                summary of the material terms of this
                Plan;




(b)  Information
      about the risks associated with purchasing the shares of stock in the Company;
      and




(c)  Financial
      statements as of a date no more than 180 days before the sale of securities
      pursuant to this Section 18.






15




IN
      WITNESS WHEREOF, pursuant to the due authorization and adoption of this Plan
      by
      the Board on the day and year first above written, the Company has caused this
      Plan to be duly executed by its duly authorized officer.




FIIC,
                Inc.,
              a
                Delaware corporationBy:
            /s/ James
              W. FranceName:
              James W. FranceTitle:Chief
              Executive Officer and
              President







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