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EXHIBIT 4.6

                                 2004 STOCK PLAN

1. ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS

Legend Mobile, Inc. (the "Corporation") hereby establishes the 2004 STOCK PLAN
(the "Plan"). The purpose of the Plan is to promote the long-term growth and
profitability of the Corporation by: (i) providing key people with incentives to
improve stockholder value and to contribute to the growth and financial success
of the Corporation and (ii) enabling the Corporation to attract, retain and
reward the best available persons for positions of substantial responsibility.

The Plan permits the granting of stock options, including non-qualified stock
options ("Options"), director stock options ("Director Stock Options") stock
appreciation rights ("SARs"), restricted stock and deferred stock.

2. DEFINITIONS

Under this Plan, except where the context otherwise indicates, the following
definitions apply:

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

(b) "Change in Control" shall mean (i) any sale, exchange or other disposition
of substantially all of the Corporation's assets; or (ii) any merger, share
exchange, consolidation or other reorganization or business combination in which
the Corporation is not the surviving or continuing corporation, or in which the
Corporation's stockholders become entitled to receive cash, securities of the
Corporation other than voting common stock, or securities of another issuer.

(c) "Code" shall mean the Internal Revenue Code of 1986, as amended, and any
regulations issued thereunder.

(d) "Committee" shall mean the Board or committee of Board members appointed
pursuant to Section 3 of the Plan to administer the Plan.

(e) "Common Stock" shall mean shares of the Corporation's common stock, $.001
par value.

(f) "Deferred Stock" shall mean an award made pursuant to Section 10 of the
right to receive Common Stock at the end of a specified deferral period.

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

(h) "Fair Market Value" of a share of the Corporation's Common Stock for any
purpose on a particular date shall be the last reported sale price per share of
Common Stock, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on a national securities exchange or
included for quotation on a system established by the National Association of
Securities Dealers, Inc. ("Nasdaq System"), or if the Common Stock is not so
listed or admitted to trading or included for quotation, the last quoted price,
or if the Common Stock is not so quoted, the average of the high bid and low
asked prices, regular way, in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System or,
if such system is no longer in use, the principal other automated quotations
system that may then be in use or, if the Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices, regular way, as
furnished by a professional market maker making a market in the Common Stock as
selected in good faith by the Committee or by such other source or sources as

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shall be selected in good faith by the Committee; and, provided further, that in
the case of incentive stock options, the determination of Fair Market Value
shall be made by the Committee in good faith in conformance with the Treasury
Regulations under Section 422 of the Code. If, as the case may be, the relevant
date is not a trading day, the determination shall be made as of the next
preceding trading day. As used herein, the term "trading day" shall mean a day
on which public trading of securities occurs and is reported in the principal
consolidated reporting system referred to above, or if the Common Stock is not
listed or admitted to trading on a national securities exchange or included for
quotation on the Nasdaq System, any day other than a Saturday, a Sunday or a day
in which banking institutions in the State of New York are closed.

(i) "Grant Agreement" shall mean a written agreement between the Corporation and
a grantee memorializing the terms and conditions of an Option, Director Stock
Option, SAR, restricted stock or deferred stock granted pursuant to the Plan.

(j) "Grant Date" shall mean the date on which the Committee formally acts to
grant an Option, Director Stock Option, SARs, restricted stock or deferred stock
to a grantee or such other date as the Committee shall so designate at the time
of taking such formal action.

(k) "Parent" shall mean a corporation, whether now or hereafter existing, within
the meaning of the definition of "parent corporation" provided in Section 424(e)
of the Code, or any successor thereto of similar import.

(l) "Restricted Stock" shall mean an award of shares of Common Stock that are
subject to restrictions under Section 9.

(m) "Rule 16b-3" shall mean Rule 16b-3 as in effect under the Exchange Act on
the effective date of the Plan, or any successor provision prescribing
conditions necessary to exempt the issuance of securities under the Plan (and
further transactions in such securities) from Section 16(b) of the Exchange Act.

(n) "Securities Act" shall mean the Securities Act of 1933, as amended.

(o) "Subsidiary" and "Subsidiaries" shall mean only a corporation or
corporations, whether now or hereafter existing, within the meaning of the
definition of "subsidiary corporation" provided in Section 424(f) of the Code,
or any successor thereto of similar import.

3. ADMINISTRATION

(a) Procedure. The Plan shall be administered by the Board. In the alternative,
the Board may appoint a Committee to administer the Plan on behalf of the Board,
subject to such terms and conditions as the Board may prescribe. Once appointed,
the Committee shall continue to serve until otherwise directed by the Board.
From time to time, the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies, however caused, and remove
all members of the Committee and, thereafter, directly administer the Plan. In
the event that the Board is the administrator of the Plan in lieu of a
Committee, the term "Committee" as used herein shall be deemed to mean the
Board.

Members of the Board or Committee who are either eligible for Options, Director
Stock Options, SARs, restricted stock or deferred stock grants or have been
granted same may vote on any matters affecting the administration of the Plan or
the grant of Options, Director Stock Options, SARs, restricted stock or deferred
stock pursuant to the Plan, except that no such member shall act upon the
granting of an Option, Director Stock Option, SAR, restricted stock or deferred
stock to himself or herself, but any such member may be counted in determining
the existence of a quorum at any meeting of the Board or the Committee during
which action is taken with respect to the granting of an Option, SAR, restricted
stock or deferred stock to him or her.

The Committee shall meet at such times and places and upon such notice as it may
determine. A majority of the Committee shall constitute a quorum. Any acts by
the Committee may be taken at any meeting at which a quorum is present and shall
be by majority vote of those members entitled to vote. Additionally, any acts
reduced to writing or approved in writing by all of the members of the Committee
shall be valid acts of the Committee.

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(b) Rule 16b-3 Requirements. The Board shall take all action necessary to cause
the Plan to be administered in accordance with the then effective provisions of
Rule 16b-3, provided that any amendment to the Plan required for compliance with
such provisions shall be made in accordance with Section 10 of the Plan.

(c) Powers of the Committee. The Committee shall have all the powers vested in
it by the terms of the Plan, such powers to include authority, in its sole and
absolute discretion, to grant Options Director Stock Options, SARs, restricted
stock or deferred stock under the Plan, prescribe Grant Agreements evidencing
such Options, Director Stock Options, SARs, restricted stock or deferred stock
and establish programs for granting Options, Director Stock Options, SARs,
restricted stock or deferred stock. The Committee shall have full power and
authority to take all other actions necessary to carry out the purpose and
intent of the Plan, including, but not limited to, the authority to:

(i) determine the eligible persons to whom, and the time or times at which
Options, Director Stock Options, SARs, restricted stock or deferred stock shall
be granted,

(ii) determine the types of Options, Director Stock Options, SARs, restricted
stock or deferred stock to be granted,

(iii) determine the number of shares to be covered by each Director Stock
Options, SARs, restricted stock or deferred stock Option,

(iv) impose such terms, limitations, restrictions and conditions upon any such
Director Stock Options, SARs, restricted stock or deferred stock Option as the
Committee shall deem appropriate,

(v) modify, extend Options, Director Stock Options, SARs, restricted stock or
deferred stock accept the surrender of outstanding Options, Director Stock
Options, SARs, restricted stock or deferred stock and substitute new Options,
Director Stock Options, SARs, restricted stock or deferred stock provided that
no such action shall be taken with respect to any outstanding Option, Director
Stock Options, SARs, restricted stock or deferred stock which would adversely
affect the grantee without the grantee's consent, and

(vi) accelerate or otherwise change the time in which an Option, Director Stock
Options, SARs, restricted stock or deferred stock may be exercised, in whole or
in part, including, but not limited to, any restriction or condition with
respect to the vesting or exercisability of an Option, Director Stock Options,
SARs, restricted stock or deferred stock following termination of any grantee's
employment.

The Committee shall have full power and authority to administer and interpret
the Plan and to adopt such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct of its
business as the Committee deems necessary or advisable and to interpret same,
all within the Committee's sole and absolute discretion.

(d) Limited Liability. To the maximum extent permitted by law, no member of the
Committee shall be liable for any action taken or decision made in good faith
relating to the Plan or any Option thereunder.

(e) Indemnification. To the maximum extent permitted by law, the members of the
Committee shall be indemnified by the Corporation in respect of all their
activities under the Plan.

(f) Effect of Committee's Decision. All actions taken and decisions and
determinations made by the Committee on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Committee's sole
and absolute discretion and shall be conclusive and binding on all parties
concerned, including the Corporation, its stockholders, any participants in the
Plan and any other employee of the Corporation, and their respective successors
in interest.

4. SHARES AVAILABLE FOR THE PLAN: MAXIMUM AWARDS

Subject to adjustments as provided in Section 9 of the Plan, the shares of stock
that may be delivered or purchased under the Plan shall not exceed an aggregate
of 1,000,000 shares of Common Stock of the Corporation. The Corporation shall
reserve said number of shares for Options, Director Stock Options, SARs,
restricted stock or deferred stock to be awarded under the Plan, subject to
adjustments as provided in Section 9 of the Plan. If any Option, Director Stock
Option, SAR, restricted stock or deferred stock, or portion of same, under the
Plan expires or terminates unexercised, becomes unexercisable or is forfeited or


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otherwise terminated, surrendered or canceled as to any shares, the shares
subject to such Option, Director Stock Option, SAR, restricted stock deferred
stock or shall thereafter be available for further Options, Director Stock
Options, SARs, restricted stock or deferred stock under the Plan unless such
shares would not be deemed available for future Options, Director Stock Options,
SARs, restricted stock or deferred stock pursuant to Section 16 of the Exchange
Act.

5. PARTICIPATION

Options, Director Stock Options, SARs, restricted stock or deferred stock may be
granted to such eligible persons and for or with respect to such number of
shares of Common Stock as the Committee shall determine, subject to the
limitations in Section 4 of the Plan. A grant of any type of Option, Director
Stock Option, SAR, restricted stock or deferred stock made in any one year to an
eligible person shall neither guarantee nor preclude a further grant of that or
any other type of Option, Director Stock Options, SARs, restricted stock or
deferred stock to such person in that year or subsequent years.

6. STOCK OPTIONS

Subject to the other applicable provisions of the Plan, the Committee may from
time to time grant to eligible participants non-qualified stock options. The
Options granted shall be subject to the following terms and conditions.

(a) Grant of Option. The grant of an Option shall be evidenced by a Grant
Agreement, executed by the Corporation and the grantee, stating the number of
shares of Common Stock subject to the Option evidenced thereby and the terms and
conditions of such Option, in such form as the Committee may from time to time
determine.

(b) Price. The price per share payable upon the exercise of each Option
("exercise price") shall be determined by the Committee.

(c) Payment. Options may be exercised in whole or in part by payment of the
exercise price of the shares to be acquired in accordance with the provisions of
the Grant Agreement, and/or such rules and regulations as the Committee may have
prescribed, and/or such determinations, orders, or decisions as the Committee
may have made. Payment of the exercise price shall be made in cash (or cash
equivalents acceptable to the Committee) or by such other means as the Committee
may prescribe. The Corporation may make or guarantee loans to grantees to assist
grantees in exercising Options.

The Committee, subject to such limitations as it may determine, may authorize
payment of the exercise price, in whole or in part, by delivery of a properly
executed exercise notice, together with irrevocable instructions, to: (i) a
brokerage firm designated by the Corporation to deliver promptly to the
Corporation the aggregate amount of sale or loan proceeds to pay the exercise
price and any withholding tax obligations that may arise in connection with the
exercise, and (ii) the Corporation to deliver the certificates for such
purchased shares directly to such brokerage firm.

(d) Terms of Options. The term during which each Option may be exercised shall
be determined by the Committee. In no event shall an Option be exercisable more
than ten years from the date it is granted. Prior to the exercise of the Option
and delivery of the shares certificates represented thereby, the grantee shall
have none of the rights of a stockholder with respect to any shares represented
by an outstanding Option.

(e) Other Terms and Conditions. Options may contain such other provisions, not
inconsistent with the provisions of the Plan, as the Committee shall determine
appropriate from time to time. NO OPTION GRANTED UNDER THIS PLAN SHALL BE AN
INCENTIVE STOCK OPTION INTENDED TO QUALIFY UNDER SECTION 422 OF THE CODE.

7. DIRECTOR STOCK OPTIONS

Director Stock Options granted under this Plan shall be non-qualified stock
options which are not intended to be "incentive stock options" within the
meaning of Code Section 422. Subject to the other applicable provisions of the
Plan, the Committee may from time to time grant to eligible participants
Director Stock Options. The Director Stock Options granted shall be subject to
the following terms and conditions.

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(a) Grant of Director Stock Option. The grant of a Director Stock Option shall
be evidenced by a Grant Agreement, executed by the Corporation and the grantee,
stating the number of shares of Common Stock subject to the Director Stock
Option evidenced thereby and the terms and conditions of such Director Stock
Option, in such form as the Committee may from time to time determine.

(b) Price. The price per share payable upon the exercise of each Director Stock
Option ("exercise price") shall be determined by the Committee.

(c) Payment. Director Stock Options may be exercised in whole or in part by
payment of the exercise price of the shares to be acquired in accordance with
the provisions of the Grant Agreement, and/or such rules and regulations as the
Committee may have prescribed, and/or such determinations, orders, or decisions
as the Committee may have made. Payment of the exercise price shall be made in
cash (or cash equivalents acceptable to the Committee) or by such other means as
the Committee may prescribe. The Corporation may make or guarantee loans to
grantees to assist grantees in exercising Director Stock Options.

The Committee, subject to such limitations as it may determine, may authorize
payment of the exercise price, in whole or in part, by delivery of a properly
executed exercise notice, together with irrevocable instructions, to: (i) a
brokerage firm designated by the Corporation to deliver promptly to the
Corporation the aggregate amount of sale or loan proceeds to pay the exercise
price and any withholding tax obligations that may arise in connection with the
exercise, and (ii) the Corporation to deliver the certificates for such
purchased shares directly to such brokerage firm.

(d) Terms of Director Stock Options. The term during which each Director Stock
Option may be exercised shall be determined by the Committee. In no event shall
a Director Stock Option be exercisable less than six months or more than ten
years from the date it is granted. Prior to the exercise of the Director Stock
Option and delivery of the shares certificates represented thereby, the grantee
shall have none of the rights of a stockholder with respect to any shares
represented by an outstanding Director Stock Option.

(e) Other Terms and Conditions. Director Stock Options may contain such other
provisions, not inconsistent with the provisions of the Plan, as the Committee
shall determine appropriate from time to time.

8. STOCK APPRECIATION RIGHTS

(a) Grant and Exercise. SARs may be granted in conjunction with all or part of
any Option granted under this Plan. In the case of a non-qualified stock option,
such rights may be granted either at or after the time of the grant of such
non-qualified stock option. In the case of an incentive stock option, such
rights may be granted only at the time of the grant of such incentive stock
option.

A SAR or applicable portion thereof granted with respect to a given Option shall
terminate and no longer be exercisable upon the termination or exercise of the
related Option, except that, unless otherwise provided by the Committee at the
time of grant, a SAR granted with respect to less than the full number of shares
covered by a related Option shall only be reduced if and to the extent that the
number of shares covered by the exercise or termination of the related Option
exceeds the number of shares not covered by the SARs.

A SAR may be exercised by an optionee, in accordance with Section 8.2, by
surrendering the applicable portion of the related Option. Upon such exercise
and surrender, the optionee shall be entitled to receive amount determined in
the manner prescribed in Section 8.2. Stock Options having been so surrendered,
in whole or in part, shall no longer be exercisable to the extent the related
SAR have been exercised.

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

(i) SARs shall be exercisable only at such time or times and to the extent that
the Stock Options to which they relate shall be exercisable in accordance with
the provisions of Section 6 and this Section; provided, however, that any SAR
granted subsequent to the grant of the related Stock Option shall not be
exercisable during the first six months of the term of the SAR, except that this
additional limitation shall not apply in the event of death or Disability of the
optionee prior to the expiration of the six-month period.

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(ii) Upon the exercise of a SAR, an optionee shall be entitled to receive up to,
but not more than, an amount in cash or shares of Common Stock equal in value to
the excess of the Fair Market Value of one share of Common Stock over the option
price per share specified in the related Option multiplied by the number of
shares with respect to which the SAR shall have been exercised, with the
Committee having the sole and exclusive right to determine the form of payment.

(iii) SARs shall be transferable only when and to the extent that the underlying
Option would be transferable under Section 6.5.

(iv) Upon the exercise of a SAR, the Option or part thereof to which such SAR is
related shall be deemed to have been exercised for the purpose of the limitation
set forth in Section 4 on the number of shares of Stock to be issued under this
Plan.

(v) A SAR granted in connection with an incentive stock option may be exercised
only if and when the market price of the Common Stock subject to the incentive
stock option exceeds the exercise price of such Stock Option.

In its sole discretion, the Committee may provide, at the time of grant of a SAR
under this Section, that such SAR can be exercised only in the event of a Change
of Control.

9. RESTRICTED STOCK

(a) Administration. Shares of Stock may be issued either alone or in addition to
other awards granted under this Plan. The Committee shall determine the officers
and key employees of the Corporation and its Subsidiaries to whom, and the time
or times at which, grants of Restricted Stock will be made, the number of shares
to be awarded, the price, if any, to be paid by the recipient of Restricted
Stock (subject to Section 9.2, the time or times within which such awards may be
subject to forfeiture, and all other conditions of the awards). The Committee
may also condition the grant of Restricted Stock upon the attainment of
specified performance goals, or such other criteria as the Committee may
determine, in its sole discretion. The provisions of Restricted Stock awards
need not be the same with respect to each recipient.

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

(i) Awards of Restricted Stock must be accepted within a period of 90 days (or
such shorter period as the Committee may specify) after the award date by
executing a Restricted Stock Award Agreement and paying whatever price, if any,
is required.

(ii) Each participant who is awarded Restricted Stock shall be issued a stock
certificate with respect to those shares of Restricted Stock. The 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
Stock Plan and a Restricted Stock Award Agreement entered into between the
registered owner and the Corporation. Copies of the Plan and the Agreement are
on file in the offices of the Corporation, 450 South Wagner Road, Ann Arbor,
Michigan 48103.

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

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

(i) Subject to the provisions of this Plan and the Restricted Stock Award
Agreements, during such period as may be set by the Committee commencing on the
grant date (the "Restriction Period"), the participant shall not be permitted to
sell, transfer, pledge or assign shares of Restricted Stock awarded under this
Plan. Within these limits, the Committee 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 performance and/or such other
factors as the Committee may determine, in its sole discretion.

(ii) Except as provided in Section 9.3(a), 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 receive any dividends. Dividends paid in
stock of the Company or stock received in connection with a stock split with
respect to Restricted Stock shall be subject to the same restrictions as on such
Restricted Stock. Certificates for shares of unrestricted Stock shall be
delivered to the participant promptly after, and only after, the period of
forfeiture shall expire without forfeiture in respect of such shares of
Restricted Stock.

(iii) Subject to the provisions of the Restricted Stock Award Agreement and this
Section, upon the participant's termination of employment for any reason during
the Restriction Period, all shares still subject to restriction shall be
forfeited by the participant, and the participant shall only receive the amount,
if any, paid by the participant for such forfeited Restricted Stock.

(iv) In the event of special hardship circumstances of a participant whose
employment is involuntarily terminated (other than for Cause), the Committee
may, in its sole discretion, waive in whole or in part any or all remaining
restrictions with respect to such participant's shares of Restricted Stock.

10. DEFERRED STOCK AWARDS

(a) Administration. Deferred Stock may be awarded either alone or in addition to
other awards granted under this Plan. The Committee shall determine the officers
and key employees of the Company, its Subsidiaries and Affiliates to whom, and
the time or times at which, Deferred Stock shall be awarded, the number of
shares of Deferred Stock to be awarded to any participant, the duration of the
period (the "Deferral Period") during which, and the conditions under which,
receipt of the Stock will be deferred and the terms and conditions of the award
in addition to those set forth in Section 10(b). The Committee may also
condition the grant of Deferred Stock upon the attainment of specified
performance goals, or such other criteria as the Committee shall determine, in
its sole discretion. The provisions of Deferred Stock awards need not be the
same with respect to each recipient.

(b) Terms and Conditions. The shares of Deferred Stock awarded pursuant to this
Section shall be subject to the following terms and conditions:

(i) Subject to the provisions of this Plan and the award agreement, Deferred
Stock awards may not be sold, assigned, transferred, pledged, or otherwise
encumbered during the Deferral Period. At the expiration of the Deferral Period
(or Elective Deferral Period, where applicable), share certificates shall be
delivered to the participant, or his legal representative, in a number equal to
the shares covered by the Deferred Stock award.

(ii) At the time of the award, the Committee may, in its sole discretion,
determine that amounts equal to any dividends declared during the Deferral
Period with respect to the number of shares covered by a Deferred Stock award
will be: (a) paid to the participant currently, (b) deferred and deemed to be
reinvested, or (c) forfeited because the participant has no rights with respect
thereto.

(iii) Subject to the provisions of the award agreement and this Section, upon
termination of employment for any reason during the Deferral Period for a given
award, the Deferred Stock in question including any deferred and reinvested
dividends thereon shall be forfeited by the participant.

(iv) Based on performance and/or such other criteria as the Committee may
determine, the Committee may, at or after the grant, accelerate the vesting of
all or any part of any Deferred Stock award and/or waive the deferral
limitations for all or any part of such award.

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(v) In the event of special hardship circumstances of a participant whose
employment is involuntarily terminated (other than for Cause), the Committee
may, in its sole discretion, waive in whole or in part any or all of the
remaining deferral limitations imposed hereunder with respect to any or all of
the participant's Deferred Stock.

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

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

11. LOAN PROVISIONS

With the consent of the Committee, the Corporation may make, guarantee, or
arrange for, a loan or loans to an employee with respect to the exercise of any
Option granted under this Plan and/or with respect to the payment of the
purchase price, if any, of any Restricted Stock awarded hereunder and/or with
respect to the payment by optionee of any or all federal and/or state income
taxes due on account of the granting or exercise of any stock option or other
awards hereunder. The Committee shall have full authority to decide whether to
make a loan or loans hereunder and to determine the amount, terms and provisions
of any such loan or loans, including the interest rate to be charged in respect
of any such loan or loans, whether the loan or loans are to be with or without
recourse against the borrower, the terms on which the loan is to be repaid and
the conditions, if any, under which the loan or loans may be forgiven.

12. WITHHOLDING OF TAXES

The Corporation may require, as a condition to any exercise of an Option under
the Plan or a Grant Agreement (hereinafter referred to as a "taxable event"),
that the grantee pay to the Corporation, in cash, any federal, state or local
taxes of any kind required by law to be withheld with respect to any taxable
event under the Plan. The Corporation, to the extent permitted or required by
law, shall have the right to deduct from any payment of any kind (including
salary or bonus) otherwise due to a grantee any federal, state or local taxes of
any kind required by law to be withheld with respect to any taxable event under
the Plan, or to retain or sell without notice a sufficient number of the shares
to be issued to such grantee to cover any such taxes.

13. TRANSFERABILITY

To the extent required to comply with Rule 16b-3, and in any event in the case
of an incentive stock option, no Option granted under the Plan shall be
transferable by a grantee otherwise than by will or the laws of descent and
distribution. Unless otherwise determined by the Committee in accord with the
provisions of the immediately preceding sentence, an Option may be exercised
during the lifetime of the grantee, only by the grantee or, during the period
the grantee is under a legal disability, by the grantee's guardian or legal
representative.

14. ADJUSTMENTS; BUSINESS COMBINATIONS

In the event of a reclassification, recapitalization, stock split, stock
dividend, combination of shares, or other similar event, the maximum number and
kind of shares reserved for issuance or with respect to which Options may be
granted under the Plan as provided in Section 4 shall be adjusted to reflect
such event, and the Committee shall make such adjustments as it deems
appropriate and equitable in the number, kind and price of shares covered by
outstanding Options made under the Plan, and in any other matters which relate
to Options and which are affected by the changes in the Common Stock referred to
above.

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In the event of any proposed Change in Control, the Committee shall take such
action as it deems appropriate to effectuate the purposes of this Plan and to
protect the grantees of Options, which action may include, but without
limitation, any one or more of the following: (i) acceleration or change of the
exercise dates of any Option; (ii) arrangements with grantees for the payment of
appropriate consideration to them for the cancellation and surrender of any
Option; and (iii) in any case where equity securities other than Common Stock of
the Corporation are proposed to be delivered in exchange for or with respect to
Common Stock of the Corporation, arrangements providing that any Option shall
become one or more Options with respect to such other equity securities.

In the event the Corporation dissolves and liquidates (other than pursuant to a
plan of merger or reorganization), then notwithstanding any restrictions on
exercise set forth in this Plan or any Grant Agreement (i) each grantee shall
have the right to exercise his Option at any time up to ten days prior to the
effective date of such liquidation and dissolution; and (ii) the Committee may
make arrangements with the grantees for the payment of appropriate consideration
to them for the cancellation and surrender of any Option that is so canceled or
surrendered at any time up to ten days prior to the effective date of such
liquidation and dissolution. The Committee may establish a different period (and
different conditions) for such exercise, cancellation, or surrender to avoid
subjecting the grantee to liability under Section 16(b) of the Exchange Act. Any
Option not so exercised, canceled, or surrendered shall terminate on the last
day for exercise prior to such effective date.

15. TERMINATION AND MODIFICATION OF THE PLAN

The Board, without further approval of the stockholders, may modify or terminate
the Plan, except that no modification shall become effective without prior
approval of the stockholders of the Corporation if stockholder approval would be
required for continued compliance with Rule 16b-3.

The Committee shall be authorized to make minor or administrative modifications
to the Plan as well as modifications to the Plan that may be dictated by
requirements of federal or state laws applicable to the Corporation or that may
be authorized or made desirable by such laws. The Committee may amend or modify
the grant of any outstanding Option in any manner to the extent that the
Committee would have had the authority to make such Option as so modified or
amended. No modification may be made that would materially adversely affect any
Option previously made under the Plan without the approval of the grantee.

16. NON-GUARANTEE OF EMPLOYMENT

Nothing in the Plan or in any Grant Agreement thereunder shall confer any right
on an employee to continue in the employ of the Corporation or shall interfere
in any way with the right of the Corporation to terminate an employee at any
time.

17. TERMINATION OF EMPLOYMENT

For purposes of maintaining a grantee's continuous status as an employee and
accrual of rights under any Options, transfer of an employee among the
Corporation and the Corporation's Parent or Subsidiaries shall not be considered
a termination of employment. Nor shall it be considered a termination of
employment for such purposes if an employee is placed on military or sick leave
or such other leave of absence which is considered as continuing intact the
employment relationship; in such a case, the employment relationship shall be
continued until the date when an employee's right to reemployment shall no
longer be guaranteed either by law or contract.

18. WRITTEN AGREEMENT

Each Grant Agreement entered into between the Corporation and a grantee with
respect to an Option granted under the Plan shall incorporate the terms of this
Plan and shall contain such provisions, consistent with the provisions of the
Plan, as may be established by the Committee.

19. NON-UNIFORM DETERMINATIONS

The Committee's determinations under the Plan (including, without limitation,
determinations of the persons to receive Options, the form, amount and timing of
such Options, the terms and provisions of such Options and the agreements
evidencing same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, Options under the Plan, whether
or not such persons are similarly situated.

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20. LIMITATION ON BENEFITS

With respect to persons subject to Section 16 of the Exchange Act, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3. To the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.

21. LISTING AND REGISTRATION

If the Corporation determines that the listing, registration or qualification
upon any securities exchange or upon any Nasdaq system or under any law, of
shares subject to any Option is necessary or desirable as a condition of, or in
connection with, the granting of same or the issue or purchase of shares
thereunder, no such Option may be exercised in whole or in part and no
restrictions on such Option shall lapse, unless such listing, registration or
qualification is effected free of any conditions not acceptable to the
Corporation.

23. GOVERNING LAW

The validity, construction and effect of the Plan, of Grant Agreements entered
into pursuant to the Plan, and of any rules, regulations, determinations or
decisions made by the Board or Committee relating to the Plan or such Grant
Agreements, and the rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively in accordance
with applicable federal laws and the laws of the State of Delaware, without
regard to its conflict of laws rules and principles.

24. PLAN SUBJECT TO CERTIFICATE OF INCORPORATION AND BY-LAWS

This Plan is subject to the Certificate of Incorporation and By-Laws of the
Corporation, as they may be amended from time to time.

25. EFFECTIVE DATE; TERMINATION DATE

The Plan is effective as of January 12, 2004, the date on which the Plan was
adopted. Unless previously terminated, the Plan shall terminate on the close of
business on January 12, 2014, ten years from the effective date. Subject to
other applicable provisions of the Plan, all Options granted under the Plan
prior to termination of the Plan shall remain in effect until such Options have
been satisfied or terminated in accordance with the Plan and the terms of such
Options.

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