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BOARD COMPENSATION PLAN
 For Service During the Period from June 1, 2006 through May 31, 2008
(the Compensation Period)
 Board Retainer:
    
    Each Board Member shall receive a
quarterly cash retainer payment equal
to $5,000.00 for each fiscal quarter
during which such Board Member serves
as such during the Compensation Period,
commencing with the quarter beginning
June 1, 2006 and payable in advance at
the commencement of each such fiscal
quarter (except with respect to the
first payment, which shall be paid
promptly upon the Board Members
approval of the Board Compensation
Plan).Committee Retainer:
    
    Each Board Member who serves as the
chairman of a committee of the Board
shall receive a cash retainer payment
equal to $625.00 for each fiscal
quarter during which the committee
chairman serves in such capacity during
the Compensation Period, commencing
with the quarter beginning June 1, 2006
and payable in advance at the
commencement of each such fiscal
quarter (except with respect to the
first payment, which shall be paid
promptly upon the Board Members
approval of the Board Compensation
Plan).Attendance at meetings:
    
    Each Board Member who attends, in
person, by teleconference or any other
permissible method, any meeting of the
Board or any meeting of a committee of
the Board upon which such Board Member
serves, shall receive, in consideration
of such attendance, a cash payment
equal to $1,000.00 and payable in
advance at the commencement of each
fiscal quarter, and reimbursement of
travel and other expenses related to
such attendance incurred by such Board
Member in connection therewith, to be
paid as soon as administratively
practicable following the date of such
meeting, but not later than 21/2 months
following the end of the calendar year
in which such meeting was scheduled.Equity Compensation:
    
    Each Board Member who serves as a
member of the Board during the
Compensation Period shall receive for
such service, two separate grants of
20,000 shares each, of the common
stock, par value $.001 per share (the
Common Stock) of the Company (i.e.,
two annual grants), such shares to be
issued (i) on or before July 15, 2006
with respect to the first 20,000
shares, and (ii) on or before July 15,
2007 with respect to the second 20,000
shares; provided, however, that the
shares granted shall be subject to the
Board Members continuing performance
of services during the Compensation
Period and any Board Member who does
not serve for the entire Compensation
Period, for any reason, shall be vested
in a prorated number of shares, based
on the number of months for which such
Board Member served as such and shall
forfeit any unvested shares.




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Lock-Up Agreement:
    
    The shares to be issued to the Board Members under the
Board Compensation Plan shall be subject to a lock-up
agreement (the Lock-Up Agreement), pursuant to which
each Board Member agrees that he will not assign,
transfer, sell or convey any shares issued to him under
the Board Compensation Plan, until (i) after December
31, 2006, with respect to 10,000 of the first grant of
20,000 shares received, (ii) after December 31, 2007,
with respect to the remaining 10,000 of the first grant
of 20,000 shares received, (iii) after December 31,
2007, with respect to 10,000 of the second grant of
20,000 shares received, and (iv) after December 31,
2008, with respect to the remaining 10,000 of the
second grant of 20,000 shares received, and
furthermore, that all such shares shall be assigned,
transferred, sold or conveyed only in accordance with
applicable securities laws.