Exhibit
      10.8


**BANKRATE,
        INC.**
 **AMENDED
        AND RESTATED**
 **1999
        EQUITY COMPENSATION PLAN**
  *(Restated
        through May 15, 2007)*
  The
        purpose of the Bankrate, Inc Equity Compensation Plan (the “Plan”) **** is
        to
        provide (i) designated employees (including employees who are also officers
        or
        directors) of Bankrate, Inc (the “Company”) and its subsidiaries, (ii) certain
        consultants and advisors who perform services for the Company or its
        subsidiaries and (iii) non-employee members of the Board of Directors of
        the
        Company (the “Board”) with the opportunity to receive grants of incentive stock
        options, nonqualified stock options, and restricted stock. The Company believes
        that the Plan will encourage the participants to contribute materially to
        the
        growth of the Company, thereby benefiting the Company’s shareholders, and will
        align the economic interests of the participants with those of the
        shareholders.
  1.  Administration
  (a)  Board .
        The
        Plan may be administered and interpreted by the Board or by a committee
        appointed by the Board. If the Company has an initial public offering of
        its
        stock (a “Public Offering”), the Plan shall thereafter be administered and
        interpreted by a committee consisting of two or more persons appointed by
        the
        Board, all of whom may be “outside directors” as defined under section 162(m) of
        the Internal Revenue Code of 1986, as amended (the “Code”) and related Treasury
        regulations, and “non-employee directors” as defined under Rule 16b-3 under the
        Securities Exchange Act of 1934, as amended (the “Exchange Act”).
        Notwithstanding anything in the Plan to the contrary, the Board may ratify
        or
        approve any grants made to non-employee directors. If a committee is appointed,
        all references in the Plan to the “Board,” as they relate to administration of
        the Plan, shall be deemed to refer to the committee, except to the extent
        that
        the Board approves or ratifies grants.
  (b)  Board
        Authority .
        The
        Board shall have the sole authority to (1) determine the individuals to whom
        grants shall be made under the Plan, (ii) determine the type, size and terms
        of
        the grants to be made to each such individual, (iii) determine the time when
        the
        grants will be made and the duration of any applicable exercise or restriction
        period, including the criteria for exercisability and the acceleration of
        exercisability, (iv) determine the terms of any applicable noncompetition
        or
        other agreements relating to grants, and (v) deal with any other matters
        arising
        under the Plan.
  (c)  Board
        Determinations .
        The
        Board shall have full power and authority to administer and interpret the
        Plan,
        to make factual determinations and to adopt or amend such rules, regulations,
        agreements and instruments for implementing the Plan and for the conduct
        of its
        business as it deems necessary or advisable, in its sole discretion. The
        Board’s
        interpretations of the Plan and all determinations made by the Board pursuant
        to
        the powers vested in it hereunder shall be conclusive and binding on all
        persons
        having any interest in the Plan or in any awards granted hereunder. All powers
        of the Board shall be executed in its sole discretion, in the best interest
        of
        the Company, not as a fiduciary, and in keeping with the objectives of the
        Plan
        and need not be uniform as to similarly situated individuals.
   
 2.  Grants
  Awards
        wider the Plan may consist of grants of incentive stock options *as* described
        in Section 5 (“Incentive Stock Options”), nonqualified stock options as
        described in Section 5 (“Nonqualified Stock Options”) (Incentive Stock Options
        and Nonqualified Stock Options are collectively referred to as “Options”) or
        restricted stock as described in Section 6 (Restricted Stock”) (hereinafter
        collectively referred to as “Grants”). All Grants shall be subject to the terms
        and conditions set forth herein and to such other terms and conditions
        consistent with this Plan as the Board deems appropriate and as are specified
        in
        writing by the Board to the individual in a grant instrument (the “Grant
        Instrument”) or an amendment to the Grant Instrument. The Board shall approve
        the form and provisions of each Grant Instrument. Grants under a particular
        Section of the Plan need not be uniform as among the grantees.
  3.  Shares
        Subject to the Plan
  (a)  Shares
        Authorized .
        Subject
        to the adjustment specified below, the aggregate number of shares of common
        stock of the Company (“Company Stock”) that may be issued or transferred under
        the Plan is 3,500,000 shares. If a Public Offering occurs, the maximum aggregate
        number of shares of Company Stock that shall be subject to Grants made under
        the
        Plan to any individual during any calendar year shall be 750,000 shares.
        The
        shares may be authorized but unissued shares of Company Stock or reacquired
        shares of Company Stock, including shares purchased by the Company on the
        open
        market for purposes of the Plan. If and to the extent Options granted under
        the
        Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered
        without having been exercised or if any shares of Restricted Stock are
        forfeited, the shares subject to such Grants shall again be available for
        purposes of the Plan.
  (b)  Adjustments .
        If
        there is ** any
        (i)
        capital **** contribution
        without the issuance of additional shares of Company Stock or (ii) change
        in the
        number or kind of shares of Company Stock outstanding (w) by reason of a
        stock
        dividend, spinoff, recapitalization, stock split, or combination or exchange
        of
        shares, (x) by reason of a merger, reorganization or consolidation in which
        the
        Company is the surviving corporation, (y) by reason of a reclassification
        or
        change in par value, or (z) by reason of any other extraordinary or unusual
        event affecting the outstanding Company Stock as a class without the Company’s
        receipt of consideration, the maximum **** number
        of
        shares of Company Stock available for Grants, the maximum number of shares
        of
        Company Stock that any individual participating in the Plan may be granted
        in
        any year, the number of shares covered by outstanding Grants, the kind of
        shares
        issued under the Plan, and the price per share of such Grants shall be
        appropriately adjusted by the Board to reflect any increase or decrease in
        the
        number of, or change in the kind or value of, issued shares of Company Stock
        to
        preclude, to the extent practicable, the enlargement or dilution of rights
        and
        benefits under such Grants; provided, however, that any fractional shares
        resulting from such adjustment shall be eliminated. Any adjustments determined
        by the Board shall be final, binding and conclusive. Notwithstanding the
        foregoing, no adjustment shall be authorized or made to an Incentive Stock
        Option pursuant to this Section to the extent that such authority or adjustment
        would cause the Incentive Stock Option to fail to comply with section 422
        of the
        Code.
   2
 4.  Eligibility
        for Participation
  (a)  Eligible
        Persons .
        All
        employees of the Company and its subsidiaries (“Employees”), including Employees
        who are officers or members of the Board, and members of the Board who are
        not
        Employees (“Non-Employee Directors”) shall be eligible to participate in the
        Plan. Consultants and advisors who perform services to the Company or any
        of its
        subsidiaries (“Key Advisors”) shall be eligible to participate in the Plan if
        the Key Advisors render bona fide services and such services are not in
        connection with the offer or sale of securities in a capital-raising
        transaction.
  (b)  Selection
        of Grantees .
        The
        Board shall select the Employees, Non-Employee Directors and Key Advisors
        to
        receive Grants and shall determine the number of shares of Company Stock
        subject
        to a particular Grant in such manner as the Board determines. Employees,
        Key
        Advisors and Non-Employee Directors who receive Grants under this Plan shall
        hereinafter be referred to as “Grantees”.
  5.  Granting
        of Options
  (a)  Number
        of Shares .
        The
        Board shall determine the number of shares of Company Stock that will be
        subject
        to each Grant of Options to Employees, Non-Employee Directors and Key
        Advisors.
  (b)  Type
        of Option and Price .
  (i)  The
        Board
        may grant Incentive Stock Options that are intended to qualify as “incentive
        stock options” within the meaning of section 422 of the Code or Nonqualified
        Stock Options that are not intended so to qualify or any combination of
        Incentive Stock Options and Nonqualified Stock Options, all in accordance
        with
        the terms and conditions set forth herein. Incentive Stock Options may be
        granted only to Employees. Nonqualified Stock Options may be granted to
        Employees, Non-Employee Directors and Key Advisors.
  (ii)  The
        purchase price (the “Exercise Price”) of Company Stock subject to an Option
        shall be determined by the Board and may be equal to, greater than, or less
        than
        the Fair Market Value (as defined below) of a share of Company Stock on the
        date
        the Option is granted; provided, however, that (x) the Exercise Price of
        an
        Incentive Stock Option shall be equal to, or greater than, the Fair Market
        Value
        of a share of Company Stock on the date the Incentive Stock Option is granted
        and (y) an Incentive Stock Option may not be granted to an Employee who,
        at the
        time of grant, owns stock possessing more than 10 percent of the total combined
        voting power of all classes of stock of the Company or any parent or subsidiary
        of the Company, unless the Exercise Price per share is not less than 110%
        of the
        Fair Market Value of Company Stock **** on
        the
        date of grant.
  (iii)  If
        the
        Company Stock is publicly traded, then the Fair Market Value per share shall
        be
        determined as follows: (x) if the principal trading market for the Company
        Stock
        is a national securities exchange or the Nasdaq National Market, the last
        reported sale price thereof on the relevant date or (if there were no trades
        on
        that date) the latest preceding date upon which a sale was reported, or (y)
        if
        the Company Stock is not principally traded on such exchange or market, the
        mean
        between the last reported “bid” and “asked” prices of Company Stock on the
        relevant date, as reported on Nasdaq or, if not so reported, as reported
        by the
        National Daily Quotation Bureau, Inc. or as reported in a customary financial
        reporting service, as applicable and as the Board determines. If the Company
        Stock *is* not
        publicly traded or, if publicly traded, is not subject to reported transactions
        or “bid” or “asked” quotations as set forth above, the Fair Market Value per
        share shall be as determined by the Board.
   3
  (c)  Option
        Term .
        The
        Board shall determine the term of each Option. The term of any Option shall
        not
        exceed ten years from the date of grant. However, an Incentive Stock Option
        that
        is granted to an Employee who, at the time of grant, owns stock possessing
        more
        than 10 percent of the total combined voting power of all classes of stock
        of
        the Company, or any parent or subsidiary of the Company, may not have a term
        that *exceeds* five
        years from the date of grant.
  (d)  Exercisability
        of Options .
        Options
        shall become exercisable in accordance with such terms and conditions,
        consistent with the Plan, as may be determined by the Board and specified
        in the
        Grant Instrument or an amendment to the Grant Instrument. The Board may
        accelerate the exercisability of any or all outstanding Options at any time
        for
        any reason.
  (e)  Termination
        of Employment, Disability or Death .
  (i)  Except
        as
        provided below, an Option may only be exercised while the Grantee is employed
        by, or providing service to, the Company as an Employee, Key Advisor or member
        of the Board. Notwithstanding the provisions of this Section 5(e) to the
        contrary, at the option of the Board, or Compensation Committee, at the time
        of
        a grant of an Option, such Board or Compensation Committee may determine
        to
        waive expressly in writing the termination provisions set forth in this Section
        5(e), in which case. the Option shall not terminate until the end of the
        option
        terra(or such earlier date as designated by the Board or the Committee).
        In the
        event that a Grantee ceases to be employed by, or provide service to, the
        Company for any reason other than a “disability”, death, or “termination for
        cause”, any Option which is otherwise exercisable by the Grantee shall terminate
        unless exercised within 90 days after the date on which the Grantee ceases
        to be
        employed by, or provide service to, the Company (or within such other period
        of
        time as may be specified by the Board), but in any event no later than the
        date
        of expiration of the Option term, Any of the Grantee’s Options that are not
        otherwise exercisable as of the date on which the Grantee ceases to be employed
        by, or provide service to, the Company shall terminate as of such
        date.
  (ii)  In
        the
        event the Grantee ceases to be employed by, or provide service to, the Company
        on account of a “termination for cause” by the Company, any Option held by the
        Grantee shall terminate as of the date the Grantee ceases to be employed
        by, or
        provide service to, the Company.
  (iii)  In
        the
        event the Grantee ceases to be employed by, or provide service to, the Company
        because the Grantee is “disabled”, any Option which is otherwise exercisable by
        the Grantee shall terminate unless exercised within one year after the date
        on
        which the Grantee ceases to be employed by, or provide service to, the Company
        (or within such other period of time as may be specified by the Board), but
        in
        any event no later than the date of expiration of the Option term. Any of
        the
        Grantee’s Options which are not otherwise exercisable as of the date on which
        the Grantee ceases to be employed by, or provide service to, the Company
        shall
        terminate as of such date.
   4
 (iv)  If
        the
        Grantee dies while employed by, or providing service to, the Company or within
        90 days after the date on which the Grantee ceases to be employed, or provide
        service, on account of a termination of employment specified in Section 5(e)(i)
        above (or within such other period of time as may be specified by the Board),
        any Option that is otherwise exercisable by the Grantee shall terminate unless
        exercised within one year after the date on which the Grantee ceases to be
        employed by, or provide service to, the Company (or within such other period
        of
        time as may be specified by the Board), but in any event no later than the
        date
        of expiration of the Option term. Any of the Grantee’s Options that are not
        otherwise exercisable as of the date on which the Grantee ceases to be employed
        by, or provide service to, the Company shall terminate as of such
        date.
  (v)  For
        purposes of this Section 5(e) and Section 6:
  (A)  The
        term
“Company” shall mean the Company and its parent and subsidiary
        corporations.
  (B)  “Employed
        by, or providing service to, the Company” shall mean employment as an Employee
        or the provision of services to the Company or a subsidiary as a Key Advisor
        or
        member of the Board (so that, for purposes of exercising Options and satisfying
        conditions **** with
        respect to Restricted Stock, a Grantee shall not be considered to have
        terminated employment or service until the Grantee ceases to be an Employee,
        Key
        Advisor and member of the Board), unless the Board determines
        otherwise.
  (C)  “Disability”
        shall mean a Grantee’s becoming disabled within the meaning of section 22(e)(3)
        of the Code.
  (D)  “Termination
        for cause” shall mean, except to the extent specified otherwise by the Board, a
        finding by the Board that the Grantee has breached his or her employment
        or
        service contract with the Company or any noncompetition agreement, or has
        been
        engaged in disloyalty to the Company, including, without limitation, fraud,
        embezzlement, theft, commission of a felony or proven dishonesty in the course
        of his or her employment or service, or has disclosed trade secrets or
        confidential information of the Company to persons not entitled to receive
        such
        information. In the event a Grantee’s employment is terminated for cause, in
        addition to the immediate termination of all Grants, the Grantee shall
        automatically forfeit all shares underlying any exercised portion of an Option
        for which the Company has not yet delivered the share certificates, upon
        refund
        by the Company of the Exercise Price paid by the Grantee for such
        shares.
   5
 (f)  Exercise
        of Options .
        A
        Grantee may exercise an Option that has become exercisable, in whole or in
        part,
        by delivering a notice of exercise to the Company with payment of the Exercise
        Price. The Grantee shall pay the Exercise Price for an Option as specified
        by
        the Board (x) in cash, (y) with the approval of the Board, by delivering
        shares
        of Company Stock owned by the Grantee (including Company Stock acquired in
        connection with the exercise of an Option, subject to such restrictions as
        the
        Board deems appropriate) and having a Fair Market Value on the date of exercise
        equal to the Exercise Price or (z) by such other method as the Board may
        approve, including, after a Public Offering, payment through a broker in
        accordance with procedures permitted by Regulation T of the Federal Reserve
        Board. Shares of Company Stock used to exercise an Option shall have been
        held
        by the Grantee for the requisite period of time to avoid adverse accounting
        consequences to the Company with respect to the Option. The Grantee shall
        pay
        the Exercise Price and the amount of any withholding tax due (pursuant to
        Section 7) at the time of exercise.
  (g)  Limits
        on Incentive Stock Options .
        Each
        Incentive Stock Option shall provide that, if the aggregate Fair Market Value
        of
        the stock on the date of the grant with respect to which Incentive Stock
        Options
        are exercisable for the first time by a Grantee during any calendar year,
        under
        the Plan or any other stock option plan of the Company or a parent or
        subsidiary, exceeds $100,000, then the option, as to the excess, shall be
        treated as a Nonqualified Stock Option. An Incentive Stock Option shall not
        be
        granted to any person who is not an Employee of the Company or a parent or
        subsidiary (within the meaning of section 424(f) of the Code). If and to
        the
        extent that an Option designated as an Incentive Stock Option fails so to
        qualify under the Code, the Option shall remain outstanding according to
        its
        terms as a Nonqualified Stock Option.
  6.  Restricted
        Stock Grants
  The
        Board
        may issue or transfer shares of Company Stock to an Employee, Non-Employee
        Director or Key Advisor under a Grant of Restricted Stock, upon such terms
        as
        the Board deems appropriate. The following provisions are applicable to
        Restricted Stock:
  (a)  General
        Requirements .
        Shares
        of Company Stock issued or transferred pursuant to Restricted Stock Grants
        may
        be issued or transferred for consideration or for no consideration, as
        determined by the Board. The Board may establish conditions under which
        restrictions on shares of Restricted Stock shall lapse over a period of time
        or
        according to such other criteria as the Board deems appropriate. The period
        of
        time during which the Restricted Stock will remain subject to restrictions
        will
        be designated in the Grant Instrument as the “Restriction Period.”
  (b)  Number
        of Shares .
        The
        Board shall determine the number of shares of Company Stock to be issued
        or
        transferred pursuant to a Restricted Stock Grant and the restrictions applicable
        to such shares.
  (c)  Requirement
        of Employment .
        If the
        Grantee ceases to be employed by, or perform service to, the Company (as
        defined
        in Section 5(e)) during a period designated in the Grant Instrument as the
        Restriction Period, or if other specified conditions are not met, the Restricted
        Stock Grant shall terminate as to all shares covered by the Grant as to which
        the restrictions have not lapsed, and those shares of Company Stock must
        be
        immediately returned to the Company. The Board may, however, provide for
        complete or partial exceptions to this requirement as it deems
        appropriate.
  (d)  Restrictions
        on Transfer and Legend on Stock Certificate .
        During
        the Restriction Period, a Grantee may not sell, assign, transfer, pledge
        or
        otherwise dispose of the shares of Restricted Stock except to a Successor
        Grantee under Section 8(a). Each certificate for a share of Restricted Stock
        shall contain a legend giving appropriate notice of the restrictions in the
        Grant. The Grantee shall be entitled to have the legend removed from the
        stock
        certificate covering the shares subject to restrictions when all restrictions
        on
        such shares have lapsed. The Board may determine that the Company will not
        issue
        certificates for shares of Restricted Stock until all restrictions on such
        shares have lapsed, or that the Company will retain possession of certificates
        for shares of Restricted Stock until all restrictions on such shares have
        lapsed.
   6
 (e)  Right
        to Vote and Receive Dividends .
        Unless
        the Board determines otherwise, during the Restriction Period, the Grantee
        shall
        have the right to vote shares of Restricted Stock and to receive any dividends
        or other distributions paid on such shares, subject to any restrictions deemed
        appropriate by the Board.
  (f)  Lapse
        of Restrictions .
        All
        restrictions imposed on Restricted Stock shall lapse upon the expiration
        of the
        applicable Restriction Period and the satisfaction of all conditions imposed
        by
        the Board. The Board may determine, as to any or all Restricted Stock Grants,
        that the restrictions shall lapse without regard to any Restriction
        Period.
  7.  Withholding
        of Taxes
  (a)  Required
        Withholding .
        All
        Grants under the Plan shall be subject to applicable federal (including FICA),
        state and local tax withholding requirements. The Company may require the
        Grantee or other person receiving shares in connection with Grants to pay
        to the
        Company the amount of any such taxes that the Company is required to withhold
        with respect to such Grants, or the Company may deduct from other wages paid
        by
        the Company the amount of any withholding taxes due with respect to such
        Grants.
  (b)  Election
        to Withhold Shares .
        If the
        Board so permits, a Grantee may elect to satisfy the Company’s income tax
        withholding obligation with respect to an Option or Restricted Stock by having
        shares withheld up to an amount that does not exceed the Grantee’s applicable
        tax rate for federal (including FICA), state and local tax liabilities. The
        election must be in a form and manner prescribed by the Board and shall be
        subject to the prior approval of the Board.
  8.  Transferability
        of Grants
  (a)  Nontransferability
        of Grants .
        Except
        as provided below, only the Grantee may exercise rights under a Grant during
        the
        Grantee’s lifetime. A Grantee may not transfer those rights except by will or by
        the laws of descent and distribution or, with respect to Grants other than
        Incentive Stock Options, if permitted in any specific *case* by
        the
        Board, pursuant to a domestic relations order *(as* defined
        under the Code or Title I of the Employee Retirement Income Security Act
        of
        1974, as amended, or the regulations thereunder). When a Grantee dies, the
        personal representative or other person entitled to succeed to the rights
        of the
        Grantee (“Successor Grantee”) may exercise such rights. A Successor Grantee must
        furnish proof satisfactory to the Company of his or her right to receive
        the
        Grant under the Grantee’s will or under the applicable laws of descent and
        distribution.
  (b)  Transfer
        of Nonqualified Stock Options .
        Notwithstanding the foregoing, the Board may provide, in a Grant Instrument,
        that a Grantee may transfer Nonqualified Stock Options to family members
        or
        other persons or entities according to such terms as the Board may determine;
        provided that the Grantee receives no consideration for the transfer of an
        Option and the transferred Option shall continue to be subject to the same
        terms
        and conditions *as* were
        applicable to the Option immediately before the transfer.
   7
 9.  Right
        of First Refusal
  (a)  Offer .
        Prior
        to a Public Offering, if at any time an individual desires to sell, encumber,
        or
        otherwise dispose of shares of Company Stock distributed to him under this
        Plan,
        the individual shall first offer the shares to the Company by giving the
        Company
        written notice disclosing: (a) the name of the proposed transferee of the
        Company Stock; (b) the certificate number and number of shares of Company
        Stock
        proposed to be transferred or encumbered; (c) the proposed price; (d) all
        other
        terms of the proposed transfer; and (e) a written copy of the proposed offer.
        Within 60 days after receipt of such notice, the Company shall have the option
        to purchase all or part of such Company Stock at the then current Fair Market
        Value *(as* defined
        in Section 5(b)) and may pay such price in installments over a period not
        to
        exceed four years, at the discretion of the Board.
  (b)  Sale .
        In the
        event the Company (or a shareholder, as described below) does not exercise
        the
        option to purchase Company Stock, as provided above, the individual shall
        have
        the right to sell, encumber, or otherwise dispose of his or her shares of
        Company Stock on the terms of the transfer set forth in the written notice
        to
        the Company, provided such transfer is effected within 15 days after the
        expiration of the option period. If the transfer is not effected within such
        period, the Company must again be given an option to purchase, as provided
        above.
  (c)  Pass
        Through of Rights .
        The
        Board, in its sole discretion, may waive the Company’s right of first refusal
        pursuant to this Section 9 and the Company’s repurchase right pursuant to
        Section 10 below. If the Company’s right of first refusal or repurchase right is
        so waived, the Board may, in its sole discretion, pass through such right
        to the
        remaining shareholders of the Company in the same proportion that each
        shareholder’s stock ownership bears to the stock ownership of all the
        shareholders of the Company, as determined by the Board. To the extent that
        a
        shareholder has been given such right and does not purchase his or her
        allotment, the other shareholders shall have the right to purchase such
        allotment on the same basis.
  (d)  Public
        Offering .
        If a
        Public Offering occurs, the Company shall have no further right to purchase
        shares of Company Stock under this Section 9 and Section 10 below, and its
        limitations shall be null and void.
  (e)  Shareholder’s
        Agreement .
        Notwithstanding the foregoing, the Board may require that a Grantee execute
        a
        shareholder’s agreement, with such terms as the Board deems appropriate, with
        respect to any Company Stock distributed pursuant to this Plan, in which
        case
        the provisions of this Section 9 and Section 10 below shall not apply to
        such
        Company Stock.
  10.  Purchase
        by the Company
  Prior
        to
        a Public Offering, if a Grantee ceases to be employed by the Company, the
        Company shall have the right to purchase all or part of any Company Stock
        distributed to the Grantee under this Plan at its then current Fair Market
        Value
        (as defined in Section 5(b)); provided, however, that such repurchase shall
        be
        made in accordance with applicable accounting rules to avoid adverse accounting
        treatment.
   8
 11.  Change
        of Control of Company
  As
        used
        herein, a “Change of Control” shall be deemed to have occurred if:
  (a)  Any
        “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
        (other than a person who is a shareholder of the Company as of the effective
        date of the Plan) becomes a “beneficial owner” (as defined in Rule 13d-3 under
        the Exchange Act), directly or indirectly, of securities of the Company
        representing more than 50% of the voting power of the then outstanding
        securities of the Company; or
  (b)  The
        shareholders of the Company approve (or, if shareholder approval is not
        required, the Board approves) an agreement providing for (i) the merger or
        consolidation of the Company with another corporation where the shareholders
        of
        the Company, immediately prior to the merger or consolidation, will not
        beneficially own, immediately after the merger or consolidation, shares
        entitling such shareholders to more than 50% of all votes to which all
        shareholders of the surviving corporation would be entitled in the election
        of
        directors, (ii) the sale or other disposition of all or substantially all
        of the
        assets of the Company, or (iii) a liquidation or dissolution of the
        Company.
  12.  Consequences
        of a Change of Control
  (a)  Notice
        and Acceleration .
        Upon a
        Change of Control, unless the Board determines otherwise, (i) the Company
        shall
        provide each Grantee with outstanding Grants written notice of such Change
        of
        Control, (ii) all outstanding Options shall automatically accelerate and
        become
        fully exercisable, and (iii) the restrictions and conditions on all outstanding
        Restricted Stock shall immediately lapse.
  (b)  Assumption
        of Grants .
        In
        addition, upon a Change of Control where the Company is not the surviving
        corporation (or survives only as a subsidiary of another corporation), unless
        the Board determines otherwise, all outstanding Options that are not exercised
        shall be assumed by, or replaced with comparable options by, the surviving
        corporation. Any replacement options shall entitle the Grantee to receive
        the
        same amount and type of securities as the Grantee would have received as
        a
        result of the Change of Control had the Grantee exercised the Options
        immediately prior to the Change of Control.
  (c)  Other
        Alternatives .
        Notwithstanding the foregoing, subject to subsection (d) below, in the event
        of
        a Change of Control, the Board may take one or both of the following actions:
        the Board may (i) require that Grantees surrender their outstanding Options
        in
        exchange for a payment by the Company, in cash or Company Stock as determined
        by
        the Board, in an amount equal to the amount by which the then Fair Market
        Value
        of the shares of Company Stock subject to the Grantee’s unexercised Options
        exceeds the Exercise Price of the Options, or (ii) after giving Grantees
        an
        opportunity to exercise their outstanding Options, terminate any or all
        unexercised Options at such time as the Board deems appropriate. Such surrender
        or termination shall take place as of the date of the Change of Control or
        such
        other date as the Board may specify.
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 (d)  Limitations .
        Notwithstanding anything in the Plan to the contrary, in the event of a Change
        of Control, the Board shall not have the right to take any actions described
        in
        the Plan (including without limitation actions described in Subsection (c)
        above) that would make the Change of Control ineligible for pooling of interests
        accounting treatment or that would make the Change of Control ineligible
        for
        desired tax treatment if, in the absence of such right, the Change of Control
        would qualify for such treatment and the Company intends to use such treatment
        with respect to the Change of Control.
  13.  Requirements
        for Issuance or Transfer of Shares
  (a)  Shareholder’s
        Agreement .
        The
        Board may require that a Grantee execute a shareholder’s agreement, with such
        terms as the Board deems appropriate, with respect to any Company Stock
        distributed pursuant to this Plan.
  (b)  Limitations
        on Issuance or Transfer of Shares .
        No
        Company Stock shall be issued or transferred in connection with any Grant
        hereunder unless and until all legal requirements applicable to the issuance
        or
        transfer of such Company Stock have been complied with to the satisfaction
        of
        the Board. The Board shall have the right to condition any Grant made to
        any
        Grantee hereunder on such Grantee’s undertaking in writing to comply with such
        restrictions on his or her subsequent disposition of such shares of Company
        Stock as the Board shall deem necessary or advisable as a ** result
        of
        any applicable law, regulation or official interpretation thereof, and
        certificates representing such shares may be legended to reflect any such
        restrictions. Certificates representing shares of Company Stock issued or
        transferred under the Plan will be subject to such stop-transfer orders and
        other restrictions **** as
        may be
        required by applicable laws, regulations and interpretations, **** including
        any requirement that a legend be placed thereon.
  14.  Amendment
        and Termination of the Plan
  (a)  Amendment .
        The
        Board may amend or terminate the Plan at any time; provided, however, that,
        if a
        Public Offering occurs, the Board shall not amend the Plan without shareholder
        approval if such approval is required by Section 162(m) of the Code and if
        Section 162(m) is applicable to the Plan.
  (b)  Termination
        of Plan **.** The
        Plan
        shall terminate on the day immediately preceding the tenth anniversary of
        its
        effective date, unless the Plan is terminated earlier by the Board or is
        extended by the Board with the approval of the shareholders.
  (c)  Termination
        and Amendment of Outstanding Grants .
        A
        termination or amendment of the Plan that occurs after a Grant is made shall
        not
        materially impair the rights of a Grantee unless the Grantee consents or
        unless
        the Board acts under Section 20(b). The termination of the Plan shall not
        impair
        the power and authority of the Board with respect to an outstanding Grant.
        Whether or not the Plan has terminated, an outstanding Grant may be terminated
        or amended under Section 20(b) or may be amended by agreement of the Company
        and
        the Grantee consistent with the Plan.
  (d)  Governing
        Document .
        The
        Plan shall be the controlling document. No other statements, representations,
        explanatory materials or examples, oral or written, may amend the Plan in
        any
        manner. The Plan shall be binding upon and enforceable against the Company
        and
        its successors and assigns.
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  15.  Funding
        of the Plan
  This
        Plan
        shall be unfunded. The Company shall not be required to establish any special
        or
        separate fund or to make any other segregation of assets to assure the payment
        of any Grants under this Plan. In no event shall interest be paid or accrued
        on
        any Grant, including unpaid installments of Grants.
  16.  Rights
        of Participants
  Nothing
        in this Plan shall entitle any Employee, Key Advisor, Non-Employee Director
        or
        other person to any claim or right to receive a Grant under this Plan. Neither
        this Plan nor any action taken hereunder shall be construed as giving any
        individual any rights to be retained by or in the employ of the Company or
        any
        other employment rights.
  17.  No
        Fractional Shares
  No
        fractional shares of Company Stock shall be issued or delivered pursuant
        to the
        Plan or any Grant. The Board shall determine whether cash, other awards or
        other
        property shall be issued or paid in lieu of such fractional shares or whether
        such fractional shares or any rights thereto shall be forfeited or otherwise
        eliminated.
  18.  Headings
  Section
        headings are for reference only. In the event of a conflict between a title
        and
        the content of a Section, the content of the Section shall control.
  19.  Effective
        Date of the Plan .
  (a)  Effective
        Date .
        Subject
        to the approval of the Company’s shareholders, the Plan shall be effective on
        March 10, 1999.
  (b)  Public
        Offering .
        The
        provisions of the Plan that refer to a Public Offering, or that refer to,
        or are
        applicable to persons subject to, section 16 of the Exchange Act or section
        162(m) of the Code, shall be effective, if at all, upon the initial registration
        of the Company Stock under section 12(g) of the Exchange Act, and shall remain
        effective thereafter for so long as such stock is so registered.
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 20.  Miscellaneous
  (a)  Grants
        in Connection with Corporate Transactions and Otherwise
  Nothing
        contained in this Plan shall *be* construed
        to (i) limit the right of the Board to make Grants under this Plan in connection
        with the acquisition, by purchase, lease, merger, consolidation or otherwise,
        of
        the business or assets of any corporation, firm or association, including
        Grants
        to employees thereof who become Employees of the Company, or for other proper
        corporate purposes, or (ii) limit the right of the Company to grant stock
        options or make other awards outside of this Plan. Without limiting the
        foregoing, the Board may make a Grant to an employee of another corporation
        who
        becomes an Employee by reason of a corporate merger, consolidation, acquisition
        of stock or property, reorganization or liquidation involving the Company
        or any
        of its subsidiaries in substitution for a stock option or restricted stock
        grant
        made by such corporation. The terms and conditions of the substitute grants
        may
        vary from the terms and conditions required by the Plan and from those of
        the
        substituted stock incentives, The Board shall prescribe the provisions of
        the
        substitute grants.
  (b)  Compliance
        with Law .
        The
        Plan, the exercise of Options and the obligations of the Company to issue
        or
        transfer shares of Company Stock under Grants shall be subject to all applicable
        laws and to approvals by any governmental or regulatory agency as may be
        required. With respect to persons subject to section 16 of the Exchange Act,
        after a Public Offering, it is the intent of the Company that the Plan and
        all
        transactions under the Plan comply with all applicable provisions of Rule
        16b-3
        or its successors under the Exchange Act, The Board may revoke any Grant
        if it
        is contrary to law or modify a Grant to bring it into compliance with any
        valid
        and mandatory government regulation. The Board may also adopt rules regarding
        the withholding of taxes on payments to Grantees. The Board may, in its sole
        discretion, agree to limit its authority under this Section.
  (c)  Governing
        Law .
        The
        validity, construction, interpretation and effect of the Plan and Grant
        Instruments issued under the Plan shall exclusively be governed by and
        determined in accordance with the law of the State of Florida.
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