ADSOUTH
        PARTNERS, INC.

      


      2005
        Long-Term Incentive Plan (as amended June 16, 2005)

      


      
        	1.	
                Purpose;
                  Definitions.

              


      

       

      The
        purpose of the Adsouth Partners, Inc. 2005 Stock Option Plan (the “Plan”) is to
        enable Adsouth Partners, Inc. (the “Company”) to attract, retain and reward key
        employees of the Company and its Subsidiaries and Affiliates, and others
        who
        provide services to the Company and its Subsidiaries and Affiliates, and
        strengthen the mutuality of interests between such key employees and such
        other
        persons and the Company’s stockholders, by offering such key employees and such
        other persons incentives and/or other equity interests or equity-based
        incentives in the Company, as well as performance-based incentives payable
        in
        cash.

      


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

      


      (a) “Affiliate”
        means any corporation, partnership, limited liability company, joint venture
        or
        other entity, other than the Company and its Subsidiaries, that is designated
        by
        the Board as a participating employer under the Plan, provided that the Company
        directly or indirectly owns at least 20% of the combined voting power of
        all
        classes of stock of such entity or at least 20% of the ownership interests
        in
        such entity.

       

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

       

      (c) “Book
        Value” means, as of any given date, on a per share basis (i) the stockholders’
        equity in the Company as of the last day of the immediately preceding fiscal
        year as reflected in the Company’s consolidated balance sheet, subject to such
        adjustments as the Committee shall specify at or after grant, divided by
        (ii)
        the number of then outstanding shares of Stock as of such year-end date,
        as
        adjusted by the Committee for subsequent events.

       

      (d) “Cause”
        means a felony conviction of a participant, or the failure of a participant
        to
        contest prosecution for a felony, or a participant’s willful misconduct or
        dishonesty, or breach of trust or other action by which the participant obtains
        personal gain at the expense of or to the detriment of the Company or conduct
        which results in civil or criminal liability or penalties, including penalties
        pursuant to a consent decree, order or agreement, on the part of the Company;
        provided, however, that if the participant has an Employment Agreement with
        the
        Company, a Subsidiary or Affiliate which includes a definition of “cause,” then
“cause” shall have the meaning as defined in such Employment
        Agreement.

       

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

       

      (f) “Commission”
        means the Securities and Exchange Commission or any successor
        thereto.

       

      (g) “Committee”
        means the Committee referred to in Section 2 of the Plan. If at any time
        no
        Committee shall be in office, then the functions of the Committee specified
        in
        the Plan shall be exercised by the Board.

       

      (h) “Company”
        means Adsouth Partners, Inc., a Nevada corporation, or any successor
        corporation.

       

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

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

       

      (j) “Disability”
        means disability as determined under procedures established by the Committee
        for
        purposes of the Plan; provided that if the participant has an Employment
        Agreement with the Company, a Subsidiary or Affiliate which includes a
        definition of “disability,” then “disability” shall have the meaning as defined
        in such Employment Agreement.

       

      (k) “Early
        Retirement” means retirement, with the express consent for purposes of the Plan
        of the Company at or before the time of such retirement, from active employment
        with the Company and any Subsidiary or Affiliate pursuant to the early
        retirement provisions of the applicable pension plan of such
        entity.

       

      (l) “Employment
        Agreement” shall mean an employment or consulting agreement or other agreement
        pursuant to which the participant performs services for the Company or a
        Subsidiary or Affiliate. 

       

      (m) “Exchange
        Act” means the Securities Exchange Act of 1934, as amended, from time to time,
        and any successor thereto.

       

      (n) “Fair
        Market Value” means, as of any given date, the market price of the Stock as
        determined by or in accordance with the policies established by the Committee
        in
        good faith; provided, that, in the case of an Incentive Stock Option, the
        Fair
        Market Value shall be determined in accordance with the Code and the Treasury
        regulations under the Code.

       

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

       

      (p) “Independent
        Director” shall mean a “non-employee director” as set forth in Rule 16b-3 of the
        Commission pursuant to the Exchange Act or any successor definition adopted
        by
        the Commission; provided that in the event that said rule (or successor rule)
        shall not have such a definition, the term Independent Director shall mean
        a
        director of the Company who is not otherwise employed by the Company or any
        Subsidiary or Affiliate; provided, however, an Independent Director shall
        also
        be an independent director as determined by the rules or regulations of the
        principal stock exchange or market on which the Stock is traded or, if the
        Stock
        is not listed or traded on such exchange, as determined by the
        Board.

       

      (q) “Non-Qualified
        Stock Option” means any Stock Option that is not an Incentive Stock
        Option.

       

      (r) “Normal
        Retirement” means retirement from active employment with the Company and any
        Subsidiary or Affiliate on or after age 65 or such other age as is designated
        by
        the Company, Subsidiary or Affiliate as the normal retirement age.

       

      (s) “Other
        Stock-Based Award” means an award under Section 10 of the Plan that is valued in
        whole or in part by reference to, or is otherwise based on, Stock.

       

      (t) “Plan”
        means this Adsouth Partners, Inc. 2005 Long-Term Incentive Plan, as hereinafter
        amended from time to time.

       

      (u) “Restricted
        Stock” means an award of shares of Stock that is subject to restrictions under
        Section 7 of the Plan.

       

      (v) “Retirement”
        means Normal Retirement or Early Retirement.

       

      
        
           

        

        
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      (w) “Stock”
        means the common stock, par value $.0001 per share, of the Company or any
        class
        of common stock into which such common stock may hereafter be converted or
        for
        which such common stock may be exchanged pursuant to the Company’s certificate
        of incorporation or as part of a recapitalization, reorganization or similar
        transaction.

       

      (x) “Stock
        Appreciation Right” means the right pursuant to an award granted under Section 6
        of the Plan to surrender to the Company all (or a portion) of a Stock Option
        in
        exchange for an amount equal to the difference between (i) the Fair Market
        Value, as of the date such award or Stock Option (or such portion thereof)
        is
        surrendered, of the shares of Stock covered by such Stock Option (or such
        portion thereof), subject, where applicable, to the pricing provisions in
        Section 6(b)(ii) of the Plan and (ii) the aggregate exercise price of such
        Stock
        Option or base price with respect to such award (or the portion thereof which
        is
        surrendered).

       

      (y) “Stock
        Option” or “Option” means any option to purchase shares of Stock (including
        Restricted Stock and Deferred Stock, if the Committee so determines) granted
        pursuant to Section 5 of the Plan.

       

      (z) “Stock
        Purchase Right” means the right to purchase Stock pursuant to Section 9 of the
        Plan.

       

      (aa) “Subsidiary”
        means any corporation or other business association, including a partnership
        (other than the Company) in an unbroken chain of corporations or other business
        associations beginning with the Company if each of the corporations or other
        business associations (other than the last corporation in the unbroken chain)
        owns equity interests (including stock or partnership interests) possessing
        50%
        or more of the total combined voting power of all classes of equity in one
        of
        the other corporations or other business associations in the chain. The Board
        may elect to treat as a Subsidiary an entity in which the Company possesses
        less
        than 50% of the total combined voting power of all classes of equity if,
        under
        generally accepted accounting principles, the Company may include the financial
        statements of such entity as part of the Company’s consolidated financial
        statements (other than as a minority interest or other single line
        item).

       

      In
        addition, the terms “Change in Control,”“Potential Change in Control” and
“Change in Control Price” shall have meanings set forth, respectively, in
        Sections 11(b), (c) and (d) of the Plan.

      


      
        	2.	
                Administration.

              


      

       

      (a) The
        Plan
        shall be administered by a Committee of not less than three directors of
        which
        not less than two shall be Independent Directors, who shall be appointed
        by the
        Board and who shall serve at the pleasure of the Board. If and to the extent
        that no Committee exists which has the authority to administer the Plan,
        the
        functions of the Committee specified in the Plan shall be exercised by the
        Board.

       

      (b) The
        Committee shall have full authority to grant, pursuant to the terms of the
        Plan,
        to officers and other persons eligible under Section 4 of the Plan, provided
        that Independent Directors shall not be eligible for options or other benefits
        pursuant to the Plan other than as provided in Sections 4(b) and 4(c) of
        the
        Plan: Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred
        Stock, Stock Purchase Rights and/or Other Stock-Based Awards. In particular,
        the
        Committee shall have the authority:

       

      
        
           

        

        
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      (i)
        to
        select the officers and other eligible persons to whom Stock Options, Stock
        Appreciation Rights, Restricted Stock, Deferred Stock, Stock Purchase Rights
        and/or Other Stock-Based Awards may from time to time be granted pursuant
        to the
        Plan;

       

      (ii)
        to
        determine whether and to what extent Incentive Stock Options, Non-Qualified
        Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock,
        Stock Purchase Rights and/or Other Stock-Based Awards, or any combination
        thereof, are to be granted pursuant to the Plan, to one or more eligible
        persons;

       

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

       

      (iv)
        to
        determine the terms and conditions, not inconsistent with the terms of the
        Plan,
        of any award granted under the Plan, including, but not limited to, the share
        price or exercise price and any restriction or limitation, or any vesting,
        acceleration or waiver of forfeiture restrictions regarding any Stock Option
        or
        other award and/or the shares of Stock relating thereto, based in each case
        on
        such factors as the Committee shall, in its sole discretion,
        determine;

       

      (v)
        to
        determine whether, to what extent and under what circumstances a Stock Option
        may be settled in cash, Restricted Stock and/or Deferred Stock under Section
        5(b)(x) or (xi) of the Plan, as applicable, instead of Stock;

       

      (vi)
        to
        determine whether, to what extent and under what circumstances Option grants
        and/or other awards under the Plan and/or other cash awards made by the Company
        are to be made, and operate, on a tandem basis with other awards under the
        Plan
        and/or cash awards made outside of the Plan in a manner whereby the exercise
        of
        one award precludes, in whole or in part, the exercise of another award,
        or on
        an additive basis;

       

      (vii)
        to
        determine whether, to what extent and under what circumstances Stock and
        other
        amounts payable with respect to an award under this Plan shall be deferred
        either automatically or at the election of the participant, including any
        provision for any determination or method of determination of the amount
        (if
        any) deemed be earned on any deferred amount during any deferral
        period;

       

      (viii)
        to
        determine the terms and restrictions applicable to Stock Purchase Rights
        and the
        Stock purchased by exercising such Rights; and

       

      (ix)
        to
        determine an aggregate number of awards and the type of awards to be granted
        to
        eligible persons employed or engaged by the Company and/or any specific
        Subsidiary, Affiliate or division and grant to management the authority to
        grant
        such awards, provided that no awards to any person subject to the reporting
        and
        short-swing profit provisions of Section 16 of the Exchange Act may be granted
        awards except by the Committee.

       

      (c) In
        the
        event that any officers or other participants have Employment Agreements
        with
        the Company which provide for the grant of options to such participants,
        the
        options shall be treated for all purposes as if they were granted pursuant
        to
        this Plan as long as there is a sufficient number of shares available for
        grant
        pursuant to this Plan. 

       

      (d) The
        Committee shall have the authority to adopt, alter and repeal such 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 otherwise
        to
        supervise the administration of the Plan.

       

      
        
           

        

        
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      (e) All
        decisions made by the Committee pursuant to the provisions of the Plan shall
        be
        made in the Committee’s sole discretion and shall be final and binding on all
        persons, including the Company and Plan participants.

       

      
        	3.	
                Stock
                  Subject to Plan.

              


      

       

      (a) The
        total
        number of shares of Stock reserved and available for distribution under the
        Plan
        shall be one million eight hundred seventy thousand (1,870,000) shares of
        Stock.
        In the event that awards are granted in tandem such that the exercise of
        one
        award precludes the exercise of another award then, for the purpose of
        determining the number of shares of Stock as to which awards shall have been
        granted, the maximum number of shares of Stock issuable pursuant to such
        tandem
        awards shall be used.

       

      (b) Subject
        to Section 6(b)(v) of the Plan, if any shares of Stock that have been optioned
        cease to be subject to a Stock Option, or if any such shares of Stock that
        are
        subject to any Restricted Stock or Deferred Stock award, Stock Purchase Right
        or
        Other Stock-Based Award granted under the Plan are forfeited or any such
        award
        otherwise terminates without a payment being made to the participant in the
        form
        of Stock, such shares shall again be available for distribution in connection
        with future awards under the Plan.

       

      (c) In
        the
        event of any merger, reorganization, consolidation, recapitalization, stock
        dividend, stock split, stock distribution, reverse split, combination of
        shares
        or other change in corporate structure affecting the Stock, such substitution
        or
        adjustment shall be made in the aggregate number of shares reserved for issuance
        under the Plan, in the base number of shares, in the number and option price
        of
        shares subject to outstanding Options granted under the Plan, in the number
        and
        purchase price of shares subject to outstanding Stock Purchase Rights under
        the
        Plan, and in the number of shares subject to other outstanding awards granted
        under the Plan as may be determined to be appropriate by the Committee, in
        its
        sole discretion, provided that the number of shares subject to any award
        shall
        always be a whole number, and provided that the treatment of such options
        and
        rights shall be consistent with the nature of the event. Such adjusted option
        price shall also be used to determine the amount payable by the Company upon
        the
        exercise of any Stock Appreciation Right associated with any Stock
        Option.

       

      
        	4.	
                Eligibility.

              


      

       

      (a) Officers
        and other key employees and directors of, and consultants and independent
        contractors to, the Company and its Subsidiaries and Affiliates (but excluding,
        except as to Sections 4(b) and 4(c) of the Plan, Independent Directors) who
        are
        responsible for or contribute to the management, growth and/or profitability
        of
        the business of the Company and/or its Subsidiaries and Affiliates are eligible
        to be granted awards under the Plan.

       

      (b) On
        each
        April 1 of each year, commencing April 1, 2006, each person who is a Independent
        Director on such date shall automatically be granted a Non-Qualified Stock
        Option to purchase ten thousand (10,000) shares of Stock (or such lesser
        number
        of shares of Stock as remain vailable for grant at such date under the Plan,
        divided by the number of Independent Directors at such date). Such Stock
        Options
        shall be exercisable at a price per share equal to the greater of the Fair
        Market Value on the date of grant or the par value of one share of Stock.
        The
        Non-Qualified Stock Options granted pursuant to this Section 4(b) and pursuant
        to Section 4(c) of the Plan shall become exercisable as to all of the shares
        subject thereto six months from the date of grant, and shall expire on the
        earlier of (i) five years from the date of grant, or (ii) seven (7) months
        from
        the date such Independent Director ceases to be a director if such Independent
        Director ceases to be a director other than as a result of his death or
        Disability. The provisions of this Section 4(b) and said Section 4(c) may
        not be
        amended more than one (1) time in any six (6) month period other than to
        comply
        with changes in the Code or the Employee Retirement Income Security Act
        (“ERISA”) or the rules thereunder.

       

      
        
           

        

        
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      (c) At
        the
        time an Independent Director is first elected to the Board, such person shall
        automatically be granted a Non-Qualified Stock Option to purchase fifty thousand
        (50,000) shares of Stock (or such lesser number of shares of Stock as remain
        available for grant at such date under the Plan, divided by the number of
        Independent Directors who are elected as directors at such date).

       

      
        	5.	
                Stock
                  Options.

              


      

       

      (a) Administration.
        Stock
        Options may be granted alone, in addition to or in tandem with other awards
        granted under the Plan and/or cash awards made outside of the Plan. Any Stock
        Option granted under the Plan shall be in such form as the Committee may
        from
        time to time approve. Stock Options granted under the Plan may be of two
        types:
        (i) Incentive Stock Options and (ii) Non-Qualified Stock Options. The Committee
        shall have the authority to grant to any optionee Incentive Stock Options,
        Non-Qualified Stock Options, or both types of Stock Options (in each case
        with
        or without Stock Appreciation Rights).

       

      (b) Option
        Grants.
        Options
        granted under the Plan shall be subject to the following terms and conditions
        and shall contain such additional terms and conditions, not inconsistent
        with
        the terms of the Plan, as the Committee, in its sole discretion, shall deem
        desirable:

       

      (i)
        Option
        Price.
        The
        option price per share of Stock purchasable under a Stock Option shall be
        determined by the Committee at the time of grant.

       

      (ii)
        Option
        Term.
        The
        term of each Stock Option shall be fixed by the Committee, but no Stock Option
        shall be exercisable more than ten (10) years after the date the Option is
        granted.

       

      (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 Committee at or after grant. If
        the
        Committee provides, in its sole discretion, that any Stock Option is exercisable
        only in installments, the Committee may waive such installment exercise
        provisions at any time at or after grant in whole or in part, based on such
        factors as the Committee shall, in its sole discretion, determine.

       

      (iv)
        Method
        of Exercise.

       

      (A) Subject
        to whatever installment exercise provisions apply under Section 5(b)(iii)
        of the
        Plan, Stock Options may be exercised in whole or in part at any time during
        the
        option period, by giving written notice of exercise to the Company specifying
        the number of shares to be purchased. Such notice shall be accompanied by
        payment in full of the purchase price, either by check, note or such other
        instrument, securities or property as the Committee may accept. As and to
        the
        extent determined by the Committee, in its sole discretion, at or after grant,
        payments in full or in part may also be made in the form of Stock already
        owned
        by the optionee or, in the case of the exercise of a Non-Qualified Stock
        Option,
        Restricted Stock or Deferred Stock subject to an award hereunder (based,
        in each
        case, on the Fair Market Value of the Stock on the date the option is exercised,
        as determined by the Committee).

       

      
        
           

        

        
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      (B) 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 or Deferred Stock, the Stock
        issuable upon such exercise (and any replacement shares relating thereto)
        shall
        remain (or be) restricted or deferred, as the case may be, in accordance
        with
        the original terms of the Restricted Stock award or Deferred Stock award
        in
        question, and any additional Stock received upon the exercise shall be subject
        to the same forfeiture restrictions or deferral limitations, unless otherwise
        determined by the Committee, in its sole discretion, at or after
        grant.

       

      (C) No
        shares
        of Stock shall be issued until full payment therefor has been received by
        the
        Company. In the event of any exercise by note or other instrument, the shares
        of
        Stock shall not be issued until such note or other instrument shall have
        been
        paid in full, and the exercising optionee shall have no rights as a stockholder
        until such payment is made.

       

      (D) Subject
        to Section 5(b)(iv)(C) of the Plan, an optionee shall generally have the
        rights
        to dividends or other rights of a stockholder with respect to shares subject
        to
        the Option when the optionee has given written notice of exercise, has paid
        in
        full for such shares, and, if requested, has given the representation described
        in Section 14(a) of the Plan.

       

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

       

      (vi)
        Termination
        by Death.
        Subject
        to Section 5(b)(ix) of the Plan with respect to Incentive Stock Options,
        if an
        optionee’s employment by the Company and any Subsidiary or Affiliate terminates
        by reason of death, any Stock Option held by such optionee may thereafter
        be
        exercised, to the extent such option was exercisable at the time of death
        or on
        such accelerated basis as the Committee may determine at or after grant (or
        as
        may be determined in accordance with procedures established by the Committee),
        by the legal representative of the estate or by the legatee of the optionee
        under the will of the optionee, for a period of one year (or such other period
        as the Committee may specify at grant) from the date of such death or until
        the
        expiration of the stated term of such Stock Option, whichever period is the
        shorter.

       

      (vii)
        Termination
        by Reason of Disability or Retirement.
        Subject
        to Section 5(b)(ix) of the Plan with respect to Incentive Stock Options,
        if an
        optionee’s employment by the Company and any Subsidiary or Affiliate terminates
        by reason of a Disability or Normal or Early Retirement, any Stock Option
        held
        by such optionee may thereafter be exercised by the optionee, to the extent
        it
        was exercisable at the time of termination or on such accelerated basis as
        the
        Committee may determine at or after grant (or as may be determined in accordance
        with procedures established by the Committee), for a period of one year (or
        such
        other period as the Committee may specify at grant) from the date of such
        termination of employment or until the expiration of the stated term of such
        Stock Option, whichever period is the shorter; provided, however, that, if
        the
        optionee dies within such one-year period (or such other period as the Committee
        shall specify at grant), any unexercised Stock Option held by such optionee
        shall thereafter be exercisable to the extent to which it was exercisable
        at the
        time of death for a period of one year from the date of such death or until
        the
        expiration of the stated term of such Stock Option, whichever period is the
        shorter. In the event of termination of employment by reason of Disability
        or
        Normal or Early Retirement, if an Incentive Stock Option is exercised after
        the
        expiration of the exercise periods that apply for purposes of Section 422
        of the
        Code, such Stock Option will thereafter be treated as a Non-Qualified Stock
        Option.

       

      
        
           

        

        
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      (viii)
        Other
        Termination.
        Unless
        otherwise determined by the Committee (or pursuant to procedures established
        by
        the Committee) at or after grant, if an optionee’s employment by the Company and
        any Subsidiary or Affiliate terminates for any reason other than death,
        Disability or Normal or Early Retirement, the Stock Option shall thereupon
        terminate; provided, however, that if the optionee is involuntarily terminated
        by the Company or any Subsidiary or Affiliate without Cause, including a
        termination resulting from the Subsidiary, Affiliate or division in which
        the
        optionee is employed or engaged, ceasing, for any reason, to be a Subsidiary,
        Affiliate or division of the Company, such Stock Option may be exercised,
        to the
        extent otherwise exercisable on the date of termination, for a period of
        three
        months (or seven months in the case of a person subject to the reporting
        and
        short-swing profit provisions of Section 16 of the Exchange Act) from the
        date
        of such termination or until the expiration of the stated term of such Stock
        Option, whichever is shorter.

       

      (ix)
        Incentive Stock Options.

       

      (A) Anything
        in the Plan to the contrary notwithstanding, no term of the Plan relating
        to
        Incentive Stock Options shall be interpreted, amended or altered, nor shall
        any
        discretion or authority granted under the Plan be so exercised, so as to
        disqualify the Plan under Section 422 of the Code, or, without the consent
        of
        the optionee(s) affected, to disqualify any Incentive Stock Option under
        such
        Section 422.

       

      (B) To
        the
        extent required for “incentive stock option” status under Section 422(d) of the
        Code (taking into account applicable Treasury regulations and pronouncements),
        the Plan shall be deemed to provide that the aggregate Fair Market Value
        (determined as of the time of grant) of the Stock with respect to which
        Incentive Stock Options are exercisable for the first time by the optionee
        during any calendar year under the Plan and/or any other stock option plan
        of
        the Company or any Subsidiary or parent corporation (within the meaning of
        Section 425 of the Code) shall not exceed $100,000. If Section 422 is hereafter
        amended to delete the requirement now in Section 422(d) that the plan text
        expressly provide for the $100,000 limitation set forth in Section 422(d),
        then
        this Section 5(b)(ix)(B) shall no longer be operative and the Committee may
        accelerate the dates on which the incentive stock option may be
        exercised.

       

      (C) To
        the
        extent permitted under Section 422 of the Code or the applicable regulations
        thereunder or any applicable Internal Revenue Service
        pronouncement:

       

      (I)
        If
        (x) a
        participant’s employment is terminated by reason of death, Disability or
        Retirement and (y) the portion of any Incentive Stock Option that is otherwise
        exercisable during the post-termination period specified under Sections 5(b)(vi)
        and (vii) of the Plan, applied without regard to the $100,000 limitation
        contained in Section 422(d) of the Code, is greater than the portion of such
        option that is immediately exercisable as an “incentive stock option” during
        such post-termination period under Section 422, such excess shall be treated
        as
        a Non-Qualified Stock Option; and

       

      (II)
        if
        the
        exercise of an Incentive Stock Option is accelerated by reason of a Change
        in
        Control, any portion of such option that is not exercisable as an Incentive
        Stock Option by reason of the $100,000 limitation contained in Section 422(d)
        of
        the Code shall be treated as a Non-Qualified Stock Option.

       

      (x)
        Buyout
        Provisions.
        The
        Committee may at any time offer to buy out for a payment in cash, Stock,
        Deferred Stock or Restricted Stock an option previously granted, based on
        such
        terms and conditions as the Committee shall establish and communicate to
        the
        optionee at the time that such offer is made.

       

      
        
           

        

        
          -
            8
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      (xi)
        Settlement
        Provisions.
        If the
        option agreement so provides at grant or is amended after grant and prior
        to
        exercise to so provide (with the optionee’s consent), the Committee may require
        that all or part of the shares to be issued with respect to the spread value
        of
        an exercised Option take the form of Deferred or Restricted Stock which shall
        be
        valued on the date of exercise on the basis of the Fair Market Value (as
        determined by the Committee) of such Deferred or Restricted Stock determined
        without regard to the deferral limitations and/or forfeiture restrictions
        involved.

       

      
        	6.	
                Stock
                  Appreciation Rights.

              


      

       

      (a) Grant
        and Exercise.

       

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

       

      (ii)
        A
        Stock Appreciation Right or applicable portion thereof granted with respect
        to a
        given Stock Option shall terminate and no longer be exercisable upon the
        termination or exercise of the related Stock Option, subject to such provisions
        as the Committee may specify at grant where a Stock Appreciation Right is
        granted with respect to less than the full number of shares covered by a
        related
        Stock Option.

       

      (iii)
        A
        Stock Appreciation Right may be exercised by an optionee, subject to Section
        6(b) of the Plan, in accordance with the procedures established by the Committee
        for such purpose. Upon such exercise, the optionee shall be entitled to receive
        an amount determined in the manner prescribed in said Section 6(b). Stock
        Options relating to exercised Stock Appreciation Rights shall no longer be
        exercisable to the extent that the related Stock Appreciation Rights have
        been
        exercised.

       

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

       

      (i)
        Stock
        Appreciation Rights shall be exercisable only at such time or times and to
        the
        extent that the Stock Options to which they relate shall be exercisable in
        accordance with the provisions of this Section 6 and Section 5 of the Plan;
        provided, however, that any Stock Appreciation Right granted to an optionee
        subject to Section 16(b) of the Exchange Act subsequent to the grant of the
        related Stock Option shall not be exercisable during the first six months
        of its
        term, except that this special limitation shall not apply in the event of
        death
        or Disability of the optionee prior to the expiration of the six-month period.
        The exercise of Stock Appreciation Rights held by optionees who are subject
        to
        Section 16(b) of the Exchange Act shall comply with Rule 16b-3 thereunder
        to the
        extent applicable.

       

      (ii)
        Upon
        the exercise of a Stock Appreciation Right, an optionee shall be entitled
        to
        receive an amount in cash and/or shares of Stock equal in value to the excess
        of
        the Fair Market Value of one share of Stock over the option price per share
        specified in the related Stock Option multiplied by the number of shares
        in
        respect of which the Stock Appreciation Right shall have been exercised,
        with
        the Committee having the right to determine the form of payment. When payment
        is
        to be made in shares of Stock, the number of shares to be paid shall be
        calculated on the basis of the Fair Market Value of the shares on the date
        of
        exercise. When payment is to be made in cash, such amount shall be based
        upon
        the Fair Market Value of the Stock on the date of exercise, determined in
        a
        manner not inconsistent with Section 16(b) of the Exchange Act and the rules
        of
        the Commission thereunder.

       

      
        
           

        

        
          -
            9
            -

          
            

          

        

        
           

        

      

       

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

       

      (iv)
        Upon
        the exercise of a Stock Appreciation Right, the Stock Option or part thereof
        to
        which such Stock Appreciation Right is related shall be deemed to have been
        exercised only to the extent of the number of shares issued under the Stock
        Appreciation Right at the time of exercise based on the value of the Stock
        Appreciation Right at such time.

       

      (v)
        In
        its sole discretion, the Committee may grant Stock Appreciation Rights that
        become exercisable only in the event of a Change in Control and/or a Potential
        Change in Control, subject to such terms and conditions as the Committee
        may
        specify at grant; provided that any such Stock Appreciation Rights shall
        be
        settled solely in cash.

       

      (vi)
        The
        Committee, in its sole discretion, may also provide that, in the event of
        a
        Change in Control and/or a Potential Change in Control, the amount to be
        paid
        upon the exercise of a Stock Appreciation Right shall be based on the Change
        in
        Control Price, subject to such terms and conditions as the Committee may
        specify
        at grant.

       

      
        	7.	
                Restricted
                  Stock.

              


      

       

      (a) Administration.
        Shares
        of Restricted Stock may be issued either alone, in addition to or in tandem
        with
        other awards granted under the Plan and/or cash awards made outside of the
        Plan.
        The Committee shall determine the eligible persons 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 7(b) of the Plan, the time or times within which such
        awards
        may be subject to forfeiture, and all other terms and conditions of the awards.
        The Committee may condition the grant of Restricted Stock upon the attainment
        of
        specified performance goals or such other factors as the Committee may, in
        its
        sole discretion, determine. The provisions of Restricted Stock awards need
        not
        be the same with respect to each recipient.

       

      (b) Awards
        and Certificates.

       

      (i)
        The
        prospective recipient of a 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 and has delivered a fully executed copy thereof to the
        Company, and has otherwise complied with the applicable terms and conditions
        of
        such award.

       

      (ii)
        The
        purchase price for shares of Restricted Stock may be equal to or less than
        their
        par value and may be zero.

       

      (iii)
        Awards of Restricted Stock must be accepted within a period of 60 days (or
        such
        shorter period as the Committee may specify at grant) after the award date,
        by
        executing a Restricted Stock Award Agreement and paying the price, if any,
        required under Section 7(b)(ii).

       

      (iv)
        Each
        participant receiving a Restricted Stock award shall be issued a stock
        certificate in respect of such shares of Restricted Stock. Such certificate
        shall be registered in the name of such participant, and shall bear an
        appropriate legend referring to the terms, conditions, and restrictions
        applicable to such award.

       

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

       

      
        
           

        

        
          -
            10
            -

          
            

          

        

        
           

        

      

       

      (c) Restrictions
        and Conditions.
        The
        shares of Restricted Stock awarded pursuant to this Section 7 shall be subject
        to the following restrictions and conditions:

       

      (i)
        Subject to the provisions of the Plan and the award agreement, during a period
        set by the Committee commencing with the date of such award (the “Restriction
        Period”), the participant shall not be permitted to sell, transfer, pledge or
        assign shares of Restricted Stock awarded under the Plan. Within these limits,
        the Committee, in its sole discretion, may provide for the lapse of such
        restrictions in installments and may accelerate or waive such restrictions
        in
        whole or in part, based on service, performance and/or such other factors
        or
        criteria as the Committee may determine, in its sole discretion.

       

      (ii)
        Except as provided in this Section 7(c)(ii) and Section 7(c)(i) of the Plan,
        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 regular cash dividends paid out of current
        earnings. The Committee, in its sole discretion, as determined at the time
        of
        award, may permit or require the payment of cash dividends to be deferred
        and,
        if the Committee so determines, reinvested, subject to Section 14(e) of the
        Plan, in additional Restricted Stock to the extent shares are available under
        Section 3 of the Plan, or otherwise reinvested. Stock dividends, splits and
        distributions issued with respect to Restricted Stock shall be treated as
        additional shares of Restricted Stock that are subject to the same restrictions
        and other terms and conditions that apply to the shares with respect to which
        such dividends are issued, and the Committee may require the participant
        to
        deliver an additional stock power covering the shares issuable pursuant to
        such
        stock dividend, split or distribution. Any other dividends or property
        distributed with regard to Restricted Stock, other than regular dividends
        payable and paid out of current earnings, shall be held by the Company subject
        to the same restrictions as the Restricted Stock.

       

      (iii)
        Subject to the applicable provisions of the award agreement and this Section
        7,
        upon termination of a participant’s employment or other services with the
        Company and any Subsidiary or Affiliate for any reason during the Restriction
        Period, all shares still subject to restriction will vest, or be forfeited,
        in
        accordance with the terms and conditions established by the Committee at
        or
        after grant.

       

      (iv)
        If
        and when the Restriction Period expires without a prior forfeiture of the
        Restricted Stock subject to such Restriction Period, certificates for an
        appropriate number of unrestricted shares, and other property held by the
        Company with respect to such Restricted Shares, shall be delivered to the
        participant promptly.

       

      (d) Minimum
        Value Provisions.
        In
        order to better ensure that award payments actually reflect the performance
        of
        the Company and service of the participant, the Committee may provide, in
        its
        sole discretion, for a tandem Stock Option or performance-based or other
        award
        designed to guarantee a minimum value, payable in cash or Stock to the recipient
        of a Restricted Stock award, subject to such performance, future service,
        deferral and other terms and conditions as may be specified by the
        Committee.

       

      
        	8.	
                Deferred
                  Stock.

              


      

       

      (a) Administration.
        Deferred Stock may be awarded either alone, in addition to or in tandem with
        other awards granted under the Plan and/or cash awards made outside of the
        Plan.
        The Committee shall determine the eligible persons 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 person, the duration of the period (the “Deferral Period”)
        during which, and the conditions under which, receipt of the Stock will be
        deferred, and the other terms and conditions of the award in addition to
        those
        set forth in Section 8(b). The Committee may condition the grant of Deferred
        Stock upon the attainment of specified performance goals or such other factors
        or criteria as the Committee shall, in its sole discretion, determine. The
        provisions of Deferred Stock awards need not be the same with respect to
        each
        recipient.

       

      
        
           

        

        
          -
            11
            -

          
            

          

        

        
           

        

      

       

      (b) Terms
        and Conditions.
        The
        shares of Deferred Stock awarded pursuant to this Section 8 shall be subject
        to
        the following terms and conditions:

       

      (i)
        Subject to the provisions of the Plan and the award agreement referred to
        in
        Section 8(b)(vi) of the Plan, 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 the Elective Deferral Period referred
        to
        in Section 8(b)(v) of the Plan, where applicable), share certificates
        representing the shares covered by the Deferred Stock award shall be delivered
        to the participant or his legal representative.

       

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

       

      (iii)
        Subject to the provisions of the award agreement and this Section 8, upon
        termination of a participant’s employment with the Company and any Subsidiary or
        Affiliate for any reason during the Deferral Period for a given award, the
        Deferred Stock in question will vest, or be forfeited, in accordance with
        the
        terms and conditions established by the Committee at or after
        grant.

       

      (iv)
        Based on service, performance and/or such other factors or criteria as the
        Committee may determine, the Committee may, at or after 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.

       

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

       

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

       

      (c) Minimum
        Value Provisions.
        In
        order to better ensure that award payments actually reflect the performance
        of
        the Company and service of the participant, the Committee may provide, in
        its
        sole discretion, for a tandem Stock Option or performance-based or other
        award
        designed to guarantee a minimum value, payable in cash or Stock to the recipient
        of a deferred stock award, subject to such performance, future service, deferral
        and other terms and conditions as may be specified by the
        Committee.

       

      
        
           

        

        
          -
            12
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        	9.	
                Stock
                  Purchase Rights.

              


      

       

      (a) Awards
        and Administration.
        The
        Committee may grant eligible participants Stock Purchase Rights which shall
        enable such participants to purchase Stock (including Deferred Stock and
        Restricted Stock):

       

      (i)
        at
        its Fair Market Value on the date of grant;

       

      (ii)
        at a
        percentage of such Fair Market Value on such date, such percentage to be
        determined by the Committee in its sole discretion;

       

      (iii)
        at
        an amount equal to Book Value on such date; or

       

      (iv)
        at
        an amount equal to the par value of such Stock on such date.

       

      The
        Committee shall also impose such deferral, forfeiture and/or other terms
        and
        conditions as it shall determine, in its sole discretion, on such Stock Purchase
        Rights or the exercise thereof. The terms of Stock Purchase Rights awards
        need
        not be the same with respect to each participant. Each Stock Purchase Right
        award shall be confirmed by, and be subject to the terms of, a Stock Purchase
        Rights Agreement.

       

      (b) Exercisability.
        Stock
        Purchase Rights shall generally be exercisable for such period after grant
        as is
        determined by the Committee not to exceed sixty (60) days. However, the
        Committee may provide, in its sole discretion, that the Stock Purchase Rights
        of
        persons potentially subject to Section 16(b) of the Exchange Act shall not
        become exercisable until six months and one day after the grant date, and
        shall
        then be exercisable for ten trading days at the purchase price specified
        by the
        Committee in accordance with Section 9(a) of the Plan.

       

      
        	10.	
                Other
                  Stock-Based Awards.

              


      

       

      (a) Administration.

       

      (i)
        Other
        awards of Stock and other awards that are valued in whole or in part by
        reference to, or are otherwise based on, Stock (“Other Stock-Based Awards”),
        including, without limitation, performance shares, convertible preferred
        stock
        (to the extent a series of preferred stock has been or may be created by,
        or in
        accordance with a procedure set forth in, the Company’s certificate of
        incorporation), convertible debentures, warrants, exchangeable securities
        and
        Stock awards or options valued by reference to Fair Market Value, Book Value
        or
        performance of the Company or any Subsidiary, Affiliate or division, may
        be
        granted either alone or in addition to or in tandem with Stock Options, Stock
        Appreciation Rights, Restricted Stock, Deferred Stock or Stock Purchase Rights
        granted under the Plan and/or cash awards made outside of the Plan.

       

      (ii)
        Subject to the provisions of the Plan, the Committee shall have authority
        to
        determine the persons to whom and the time or times at which such award shall
        be
        made, the number of shares of Stock to be awarded pursuant to such awards,
        and
        all other conditions of the awards. The Committee may also provide for the
        grant
        of Stock upon the completion of a specified performance period. The provisions
        of Other Stock-Based Awards need not be the same with respect to each
        recipient.

       

      (b) Terms
        and Conditions.
        Other
        Stock-Based Awards made pursuant to this Section 10 shall be subject to the
        following terms and conditions:

       

      
        
           

        

        
          -
            13
            -

          
            

          

        

        
           

        

      

       

      (i)
        Subject to the provisions of the Plan and the award agreement referred to
        in
        Section 10(b)(v) of the Plan, shares of Stock subject to awards made under
        this
        Section 10 may not be sold, assigned, transferred, pledged or otherwise
        encumbered prior to the date on which the shares are issued, or, if later,
        the
        date on which any applicable restriction, performance or deferral period
        lapses.

       

      (ii)
        Subject to the provisions of the Plan and the award agreement and unless
        otherwise determined by the Committee at grant, the recipient of an award
        under
        this Section 10 shall be entitled to receive, currently or on a deferred
        basis,
        interest or dividends or interest or dividend equivalents with respect to
        the
        number of shares covered by the award, as determined at the time of the award
        by
        the Committee, in its sole discretion, and the Committee may provide that
        such
        amounts (if any) shall be deemed to have been reinvested in additional Stock
        or
        otherwise reinvested.

       

      (iii)
        Any
        award under Section 10 and any Stock covered by any such award shall vest
        or be
        forfeited to the extent so provided in the award agreement, as determined
        by the
        Committee, in its sole discretion.

       

      (iv)
        In
        the event of the participant’s Retirement, Disability or death, or in cases of
        special circumstances, the Committee may, in its sole discretion, waive in
        whole
        or in part any or all of the remaining limitations (if any) imposed with
        respect
        to any or all of an award pursuant to this Section 10.

       

      (v)
        Each
        award under this Section 10 shall be confirmed by, and subject to the terms
        of,
        an agreement or other instrument by the Company and by the
        participant.

       

      (vi)
        Stock (including securities convertible into Stock) issued on a bonus basis
        under this Section 10 may be issued for no cash consideration.

       

      
        	11.	
                Change
                  in Control Provisions.

              


      

       

      (a) Impact
        of Event.
        In the
        event of a “Change in Control,” as defined in Section 11(b) of the Plan, or a
“Potential Change in Control,” as defined in Section 11(c) of the Plan, except
        to the extent otherwise determined by the Committee or the Board at or after
        grant (subject to any right of approval expressly reserved by the Committee
        or
        the Board at the time of such determination), the following acceleration
        and
        valuation provisions shall apply:

       

      (i)
        Any
        Stock Appreciation Rights outstanding for at least six months and any Stock
        Options awarded under the Plan not previously exercisable and vested shall
        become fully exercisable and vested and any Incentive Stock Options may,
        with
        the consent of the holders thereof, be treated as Non-Qualified Stock
        Options.

       

      (ii)
        The
        restrictions and deferral limitations applicable to any Restricted Stock,
        Deferred Stock, Stock Purchase rights and Other Stock-Based Awards, in each
        case
        to the extent not already vested under the Plan, shall lapse and such shares
        and
        awards shall be deemed fully vested, regardless of whether the amendment
        to the
        Plan pursuant to which such Stock Options shall have been granted shall have
        been approved by stockholders.

       

      (iii)
        The
        value of all outstanding Stock Options, Stock Appreciation Rights, Restricted
        Stock, Deferred Stock, Stock Purchase Rights and Other Stock-Based Awards,
        in
        each case to the extent vested (including such rights which shall have become
        vested pursuant to Sections 11(a)(i) and (ii) of the Plan), shall be purchased
        by the Company (“cashout”) in a manner determined by the Committee, in its sole
        discretion, on the basis of the “Change in Control Price” as defined in Section
        11(d) of the Plan as of the date such Change in Control or such Potential
        Change
        in Control is determined to have occurred or such other date as the Committee
        may determine prior to the Change in Control, unless the Committee shall,
        contemporaneously with or prior to any particular Change of Control or Potential
        Change of Control, determine that this Section 11(a)(iii) shall not be
        applicable to such Change in Control or Potential Change in
        Control.

       

      
        
           

        

        
          -
            14
            -

          
            

          

        

        
           

        

      

       

      (b) Definition
        of “Change in Control.”
        For
        purposes of Section 11(a) of the Plan, a “Change in Control” means the happening
        of any of the following:

       

      (i)
        When
        any “person” (as defined in Section 3(a)(9) of the Exchange Act and as used in
        Sections 13(d) and 14(d) of the Exchange Act, including a “group” as defined in
        Section 13(d) of the Exchange Act, but excluding the Company and any Subsidiary
        and any employee benefit plan sponsored or maintained by the Company or any
        Subsidiary and any trustee of such plan acting as trustee) directly or
        indirectly becomes the “beneficial owner” (as defined in Rule 13d-3 under the
        Exchange Act, as amended from time to time), of securities of the Company
        representing twenty-five percent or more of the combined voting power of
        the
        Company’s then outstanding securities; provided, however, that a Change of
        Control shall not arise if such acquisition is approved by the board of
        directors or if the board of directors or the Committee determines that such
        acquisition is not a Change of Control or if the board of directors authorizes
        the issuance of the shares of Stock (or securities convertible into Stock
        or
        upon the exercise of which shares of Stock may be issued) to such persons;
        or

       

      (ii)
        When, during any period of twenty-four consecutive months during the existence
        of the Plan, the individuals who, at the beginning of such period, constitute
        the Board (the “Incumbent Directors”) cease for any reason other than death,
        Disability or Retirement to constitute at least a majority thereof, provided,
        however, that a director who was not a director at the beginning of such
        24-month period shall be deemed to have satisfied such 24-month requirement
        (and
        be an Incumbent Director) if such director was elected by, or on the
        recommendation of, or with the approval of, at least two-thirds of the directors
        who then qualified as Incumbent Directors either actually (because they were
        directors at the beginning of such 24-month period) or by prior operation
        of
        this Section 11(b)(ii); or

       

      (iii)
        The
        occurrence of a transaction requiring stockholder approval for the acquisition
        of the Company by an entity other than the Company or a Subsidiary through
        purchase of assets, or by merger, or otherwise.

       

      (c) Definition
        of Potential Change in Control.
        For
        purposes of Section 11(a) of the Plan, a “Potential Change in Control” means the
        happening of any one of the following:

       

      (i)
        The
        approval by stockholders of an agreement by the Company, the consummation
        of
        which would result in a Change in Control of the Company as defined in Section
        11(b) of the Plan; or

       

      (ii)
        The
        acquisition of beneficial ownership, directly or indirectly, by any entity,
        person or group (other than the Company or a Subsidiary or any Company employee
        benefit plan or any trustee of such plan acting as such trustee) of securities
        of the Company representing five percent or more of the combined voting power
        of
        the Company’s outstanding securities and the adoption by the Board of Directors
        of a resolution to the effect that a Potential Change in Control of the Company
        has occurred for purposes of the Plan.

       

      (d) Change
        in Control Price.
        For
        purposes of this Section 11, “Change in Control Price” means the highest price
        per share paid in any transaction reported on the principal stock exchange
        on
        which the Stock is traded or the average of the highest bid and asked prices
        as
        reported by the principal stock exchange or market on which the Stock is
        traded,
        or paid or offered in any bona fide transaction related to a potential or
        actual
        Change in Control of the Company at any time during the sixty-day period
        immediately preceding the occurrence of the Change in Control (or, where
        applicable, the occurrence of the Potential Change in Control event), in
        each
        case as determined by the Committee except that, in the case of Incentive
        Stock
        Options and Stock Appreciation Rights relating to Incentive Stock Options,
        such
        price shall be based only on transactions reported for the date on which
        the
        optionee exercises such Stock Appreciation Rights or, where applicable, the
        date
        on which a cashout occurs under Section 11(a)(iii).

       

      
        
           

        

        
          -
            15
            -

          
            

          

        

        
           

        

      

       

      
        	12.	
                Amendments
                  and Termination.

              


      

       

      (a) The
        Board
        may amend, alter, or discontinue the Plan, but no amendment, alteration,
        or
        discontinuation shall be made which would impair the rights of an optionee
        or
        participant under a Stock Option, Stock Appreciation Right (or Limited Stock
        Appreciation Right), Restricted or Deferred Stock award, Stock Purchase Right
        or
        Other Stock-Based Award theretofore granted, without the optionee’s or
        participant’s consent, and no amendment will be made without approval of the
        stockholders if such amendment requires stockholder approval under state
        law or
        if stockholder approval is necessary in order that the Plan comply with Rule
        16b-3 of the Commission under the Exchange Act or any substitute or successor
        rule or if stockholder approval is necessary in order to enable the grant
        pursuant to the Plan of options or other awards intended to confer tax benefits
        upon the recipients thereof.

       

      (b) The
        Committee may amend the terms of any Stock Option or other award theretofore
        granted, prospectively or retroactively, but no such amendment shall impair
        the
        rights or any holder without the holder’s consent. The Committee may also
        substitute new Stock Options for previously granted Stock Options (on a one
        for
        one or other basis), including previously granted Stock Options having higher
        option exercise prices.

       

      (c) Subject
        to the provisions of Sections 12(a) and (b) of the Plan, the Board shall
        have
        broad authority to amend the Plan to take into account changes in applicable
        securities and tax laws and accounting rules, as well as other developments,
        and, in particular, without limiting in any way the generality of the foregoing,
        to eliminate any provisions which are not required to included as a result
        of
        any amendment to Rule 16b-3 of the Commission pursuant to the Exchange
        Act.

       

      
        	13.	
                Unfunded
                  Status of Plan.

              


      

       

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

      


      
        	14.	
                General
                  Provisions.

              


      

       

      (a) The
        Committee may require each person purchasing shares pursuant to a Stock Option
        or other award under the Plan to represent to and agree with the Company
        in
        writing that the optionee or participant is acquiring the shares without
        a view
        to distribution thereof. The certificates for such shares may include any
        legend
        which the Committee deems appropriate to reflect any restrictions on transfer.
        All certificates or shares of Stock or other securities delivered under the
        Plan
        shall be subject to such stock-transfer orders and other restrictions as
        the
        Committee may deem advisable under the rules, regulations, and other
        requirements of the Commission, any stock exchange upon which the Stock is
        then
        listed, and any applicable Federal or state securities law, and the Committee
        may cause a legend or legends to be put on any such certificates to make
        appropriate reference to such restrictions.

       

      
        
           

        

        
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      (b) Nothing
        contained in this 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.

       

      (c) Neither
        the adoption of the Plan nor the grant of any award pursuant to the Plan
        shall
        confer upon any employee of the Company or any Subsidiary or Affiliate any
        right
        to continued employment with the Company or a Subsidiary or Affiliate, as
        the
        case may be, nor shall it interfere in any way with the right of the Company
        or
        a Subsidiary or Affiliate to terminate the employment of any of its employees
        at
        any time.

       

      (d) No
        later
        than the date as of which an amount first becomes includible in the gross
        income
        of the participant for Federal income tax purposes with respect to any award
        under the Plan, the participant shall pay to the Company, or make arrangements
        satisfactory to the Committee regarding the payment of, any Federal, state,
        or
        local taxes of any kind required by law to be withheld with respect to such
        amount. Unless otherwise determined by the Committee, withholding obligations
        may be settled with Stock, including Stock that is part of the award that
        gives
        rise to the withholding requirement. The obligations of the Company under
        the
        Plan shall be conditional on such payment or arrangements and the Company
        and
        its Subsidiaries or Affiliates 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.

       

      (e) The
        actual or deemed reinvestment of dividends or dividend equivalents in additional
        Restricted Stock (or in Deferred Stock or other types of Plan awards) at
        the
        time of any dividend payment shall only be permissible if sufficient shares
        of
        Stock are available under Section 3 of the Plan for such reinvestment (taking
        into account then outstanding Stock Options, Stock Purchase Rights and other
        Plan awards).

       

      
        	15.	
                Effective
                  Date of Plan.

              


      

       

      he
        Plan
        shall be effective as of the date the Plan is approved by the Board, subject
        to
        the approval of the Plan by a majority of the votes cast by the holders of
        the
        Company’s Stock at the next annual or special meeting of stockholders. Any
        grants made under the Plan prior to such approval shall be effective when
        made
        (unless otherwise specified by the Committee at the time of grant), but shall
        be
        conditioned on, and subject to, such approval of the Plan by such
        stockholders.

       

      
        	16.	
                Term
                  of Plan.

              


      

       

      Stock
        Option, Stock Appreciation Right, Restricted Stock award, Deferred Stock
        award,
        Stock Purchase Right or Other Stock-Based Award may be granted pursuant to
        the
        Plan, until ten (10) years from the date the Plan was approved by the Board,
        unless the Plan shall be terminated by the Board, in its discretion, prior
        to
        such date, but awards granted prior to such termination may extend beyond
        that
        date.

       

      
        
           

        

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