Exhibit 10.11


    
      

    


    Exhibit
      10.11

    IFT
      CORPORATION

    DIRECTOR
      COMPENSATION PLAN

    (As
      Amended, Effective July 12, 2005)

    


    
      	
              I.

            	
              GENERAL
                PROVISIONS.

            


    

    


    1.1         
      Purposes
      of Plan.
      IFT
      Corporation (the "Company") has adopted this Director Compensation Plan (the
      "Plan") to enable the Company to attract and retain the services of experienced
      and knowledgeable Non-Employee Directors and to align further their interests
      with those of the stockholders of the Company by providing for or increasing
      the
      proprietary interests of the Non-Employee Directors in the Company.

    


    1.2         
      Definitions.
      The
      following terms, when used in this Plan, shall have the meanings set forth
      in
      this Section 1.2:

    


    (a)         
      "Award"
      means an award of Restricted Stock under the Plan.

    


    (b)         
      "Change
      in Control" means an Ownership Change Event or series of related Ownership
      Change Events (collectively, a "Transaction")
      in
      which the stockholders of the Company immediately before the Transaction do
      not
      retain immediately after the Transaction, direct or indirect beneficial
      ownership of more than fifty percent (50%) of the total combined voting power
      of
      the outstanding voting securities of the Company or, in the case of an Ownership
      Change Event, the entity to which the assets of the Company were transferred.
      An
"Ownership
      Change Event"
      shall be
      deemed to have occurred if any of the following occurs with respect to the
      Company: (i) the direct or indirect sale or exchange by the stockholders of
      the Company of all or substantially all of the voting stock of the Company;
      (ii) a merger or consolidation in which the Company is a party;
      (iii) the sale, exchange, or transfer of all or substantially all of the
      assets of the Company (other than a sale, exchange or transfer to one or more
      subsidiaries of the Company); or (iv) a liquidation or dissolution of the
      Company. The sole exception to Change in Control and Ownership Change Event
      as
      described above shall be any Change in Control that may result from the death
      or
      incapacity of Richard J. Kurtz wherein his interest is transferred to his heirs
      only. In such event for the purposes hereof, no Change in Control or Ownership
      Change Event shall be deemed to have occurred.

    


    (c)         
      "Common
      Stock" means the common stock, par value $.01 per share, of the
      Company.

    


    (d)         
      "Non-Employee
      Director" means any member of the Board of Directors who is not an employee
      of
      the Company or of a parent or subsidiary corporation (as defined in Section
      425
      of the Internal Revenue Code) with respect to the Company.

    


    (e)         
      "Participant"
      means any Non-Employee Director who receives an Award pursuant to the terms
      of
      the Plan.

    


    (f)         
      "Restricted
      Stock" means Common Stock which is the subject of an Award under this Plan
      and
      which is nontransferable and subject to a substantial risk of forfeiture until
      specific conditions are met as set forth in this Plan.

    


    (g)         
      “Retention
      Fee” means cash payment to Independent Directors (as such term is defined in the
      American Stock Exchange Company Guide) for serving on the Board of Directors.
      

    


    1.3         
      Common
      Shares Subject to Plan.

    


    (a)         
      Subject
      to the provisions of Article IV and of this Section 1.3, the maximum number
      of
      shares of Common Stock which may be issued or transferred pursuant to Awards
      under this Plan shall not exceed 1,600,000 shares.

    


    (b)         
      The
      shares of Common Stock to be delivered under the Plan shall be made available,
      at the discretion of the Board of Directors, either from authorized but unissued
      shares of Common Stock or from shares of Common Stock held by the Company as
      treasury shares, including shares purchased in the open market.

    


    (c)         
      If,
      on or
      before termination of the Plan, any shares of Common Stock subject to an Award
      shall not be issued or transferred and shall cease to be issuable or
      transferable for any reason, or if such shares shall have been reacquired by
      the
      Company pursuant to restrictions imposed on such shares under the Plan, the
      shares not so issued or transferred and the shares so reacquired shall not
      longer be charged against the limitation provided for in Paragraph (a) of this
      Section 1.3 and may be again made the subject of Awards under this
      Plan.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.4         
      Administration
      of Plan.

    


    (a)         
      Subject
      to the provisions of Paragraph (b) below, this Plan shall be administered by
      the
      Board of Directors. Awards under the Plan shall be automatic as described
      elsewhere in this Plan. Subject to the provisions of this Plan, the Board shall
      be authorized and empowered to do all things necessary or desirable in
      connection with the administration.

    


    (b)         
      The
      Board, in its absolute discretion may at any time and from time to time delegate
      to a committee of three or more persons appointed by the Board (the "Committee")
      all or any part of the authority, powers and discretion of the Board under
      this
      Plan. Any determinations, decisions, interpretations, rules, regulations or
      other actions of the Committee shall have the same effect as if made or taken
      by
      the Board. Members of the Committee shall be subject to removal at any time
      as
      determined by the Board, and the Board may at any time abolish the entire
      Committee, in which case all authority, powers and discretion delegated to
      the
      Committee shall immediately become revested in the Board. The Board also may
      limit the Committee's authority and power at any time, in which case any
      specified authority or power removed from the Committee shall immediately become
      revested in the Board. No Non-Employee Director shall be eligible to be a member
      of the Committee.

    


    1.5         
      Participation.
      All
      Non-Employee Directors shall receive Awards under this Plan, which Awards shall
      be granted automatically as provided in Section 2.1 below.

    


    
      	
              II.

            	
              COMPENSATION.

            


    

    


    2.1         
      Restricted
      Stock Awards.

    


    (a)         
      Immediately
      following the effective date of this Plan (as determined pursuant to Section
      5.2
      hereof), each Non-Employee Director who is then serving as a member of the
      Board
      of Directors shall automatically be granted an Award consisting of a number
      of
      shares of Restricted Stock (rounded to the nearest whole number of shares)
      equal
      to: 48,000 for the Chairman of the Board, who is also a Non-Employee Director;
      and 12,000 for the other Non-Employee Directors, as of the effective date of
      this Plan.

    


    (b)         
      Thereafter,
      each Non-Employee Director who is newly appointed or elected to the Board for
      a
      full term of one (1) year shall automatically be granted an award consisting
      of
      the applicable number of shares of Restricted Stock described in Section 2.1(a)
      with respect to any other Non-Employee Director, at the time such Non-Employee
      Director first joins the Board. Such Award shall be made on the first business
      day following the date of the regular annual meeting of stockholders of the
      Company, or any adjournment thereof, at which directors are
      elected.

    


    (c)         
      Each
      Non-Employee Director who is appointed or elected to fulfill a term of less
      than
      one (1) year (whether by replacing a director who retires, resigns or otherwise
      terminates his service as a director prior to the expiration of this term or
      otherwise) shall automatically be granted a pro-rata Award consisting of the
      applicable number of shares of Restricted Stock described in Section
      2.1(a)(rounded to the nearest whole number of shares) equal to 1,000 multiplied
      by the Applicable Service Fraction with respect to such Non-Employee Director
      determined as of the date of such Non-Employee Director's appointment or
      election to the Board. Such Award shall be made as of the first business day
      following the date of such Non-Employee Director's appointment or election
      to
      the Board.

    


    (d)         
      Each
      Non-Employee Director who is re-elected (or, in the case of a Non-Employee
      Director who was appointed to the Board and received an Award pursuant to any
      of
      the preceding provisions of this Section 2.1 (an "Appointed Director"), elected)
      to the Board for a full term of one (1) year shall automatically be granted
      an
      Award consisting of the applicable number of shares of Restricted Stock
      described in Section 2.1(a) at the time of such Non-Employee Director's
      re-election (or, in the case of an Appointed Director, election) to the Board.
      Such Award shall be made on the first business day following the date of the
      annual meeting of stockholders of the Company, or any adjournment thereof,
      at
      which directors of the Company are elected.

    


    (e)         
      As
      used
      herein, "Applicable Service Fraction" means, with respect to any Non-Employee
      Director, a fraction the numerator of which is the number of months remaining
      in
      such Non-Employee Director's term at the time the Applicable Service Fraction
      is
      to be determined pursuant hereto and the denominator of which is
      12.

    


    (f)         
      Notwithstanding
      the foregoing, any restricted common stock received by any Non-Employee Director
      for serving on the Board prior to the effective date of this Plan under any
      other Non-Employee Plan or arrangement of the Company, shall be in addition
      to
      the automatic grant described in Section 2.1(a). The Chairman of the Board,
      who
      is also a Non-Employee Director, did not receive any prior restricted common
      stock for serving in such capacity on the Board since February 8,
      1999.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (g)         
      Anything
      stated herein to the contrary notwithstanding, a one-time grant of 1,168,000
      shares of Restricted Stock shall be made to Richard J. Kurtz, Chairman of the
      Board, which shall be in addition to the automatic grant described in Section
      2.1(a). This grant recognizes his personal cost for substantially funding the
      Company and acting as Chairman of the Board without adequate compensation over
      a
      three-year period.

    


    2.2         
      Purchase
      Price.
      Participants under the Plan shall not be required to pay any purchase price
      for
      the shares of Common Stock to be acquired pursuant to an Award, unless otherwise
      required under applicable law or regulations for the issuance of shares of
      Common Stock which are nontransferable and subject to a substantial risk of
      forfeiture until specific conditions are met. If so required, the price at
      which
      shares of Common Stock shall be sold to Participants under this Plan pursuant
      to
      an Award shall be the minimum purchase price required in such law or
      regulations, as determined by the Board in the exercise of its sole
      discretion.

    


    2.3         
      Terms
      of Payment.
      The
      purchase price, if any, of shares of Common Stock sold by the Company hereunder
      shall be payable by the Participant in cash at the time such award is
      granted.

    


    2.4         
      Cash
      Payment.
      An
      annual Retention Fee, payable on a quarterly basis, shall be paid by the Company
      to all eligible Participants under this Plan as follows:

    


    (a)         
      $4,000
      per annum for the first year of continuous service on the Board of
      Directors;

    


    (b)         
      $7,000
      per annum for the second year of continuous service on the Board of Directors;
      and

    


    (c)         
      $10,000
      per annum for the third year of continuous service and thereafter on the Board
      of Directors.

     

    
      
        	
                III.

              	
                RESTRICTIONS
                  ON GRANTED STOCK.

              


      

    

    


    3.1         
      Restrictions
      on Shares Issued.
      All
      shares of Common Stock granted pursuant to an Award under this Plan shall be
      subject to the following restrictions:

    


    (a)         
      The
      shares may not be sold, assigned, transferred, pledged, hypothecated or
      otherwise disposed of, alienated or encumbered until the restrictions set forth
      in Paragraph (b) below lapse and are removed as provided in Paragraph (d) below,
      and any additional requirements or restrictions set forth in or imposed pursuant
      to this Plan have been satisfied, terminated or expressly waived by the Company
      in writing.

    


    (b)         
      In
      the
      event a Participant's service as a director of the Company terminates for any
      reason other than death or total disability, all shares of Common Stock acquired
      under this Plan by such Participant with respect to which, at the date of such
      termination of service, the vesting restrictions imposed under this Plan have
      not lapsed and been removed as provided in Paragraph (d) below shall be returned
      to the Company forthwith, and all rights of the Participant to such shares
      shall
      immediately terminate upon payment by the Company to such Participant of the
      amount, if any, that the Participant paid to the Company for such
      shares.

    


    (c)         
      In
      the
      event a Participant's service as a director of the Company terminates because
      of
      death or total disability, the Participant shall not be obligated to return
      any
      shares as described in Paragraph (b) above and, except for any continuing and
      additional restrictions which may exist as set forth in or imposed pursuant
      to
      this Plan, the vesting restrictions imposed upon the shares of Common Stock
      acquired by such Participant under this Plan shall lapse and be removed (and
      the
      shares of Common Stock acquired by such Participant under Awards pursuant to
      the
      Plan shall vest) upon such termination of service.

    


    (d)         
      The
      restrictions imposed under Paragraph (b) above shall lapse and be removed (and
      the shares of Common Stock acquired by a Participant pursuant to an Award shall
      vest) in accordance with the following rules:

    


    (i)         
      Subject
      to the provisions of Subparagraphs (iii) and (iv) below, in the case of an
      Award
      granted pursuant to Paragraph (a) or (c) of Section 2.1, as of the date of
      each
      regular annual meeting of stockholders of the Company at which directors are
      to
      be elected following the date of such Award, the vesting restrictions imposed
      under this Plan shall lapse and be removed from such number of shares of
      Restricted Stock acquired pursuant to the Award as is required to cause the
      aggregate number of shares of Common Stock acquired pursuant to such Award
      with
      respect to which the vesting restrictions imposed pursuant to this Plan have
      lapsed and been removed (and in which the Participant shall be fully vested)
      to
      equal the number (rounded to the nearest whole number of shares) computed by
      multiplying the total number of shares of Restricted Stock that were initially
      the subject of such Award by the lesser of (a) one or (b) a fraction the
      numerator of which is the number of months the Participant has served as a
      member of the Board of Directors subsequent to the date upon which the Award
      was
      granted and the denominator of which is the total number of months in the term
      of such Non-Employee Director determined as of the date upon which the Award
      was
      granted.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (ii)         
      Subject
      to the provisions of Subparagraph (iii) and (iv) below, in the case of an Award
      pursuant to Paragraph (b) or (d) of Section 2.1, as of the date of each regular
      annual meeting of stockholders of the Company at which directors are to be
      elected following the date of such Award, the vesting restrictions imposed
      pursuant to this Plan shall lapse and be removed (and the Participant shall
      be
      fully vested) with respect to all of the shares acquired by the Participant
      pursuant to such Award as of the date of the next annual meeting of stockholders
      following the date upon which the Award is granted.

    


    (iii)         
      Notwithstanding
      the provisions of Subparagraphs (i), (ii) and (v) of this Section 3.1, in the
      event that a Participant's service as a director of the Company terminates
      because of death or total disability, as of the date of such termination of
      service the vesting restrictions imposed pursuant to this Plan shall lapse
      and
      be removed (and the Participant shall be fully vested) with respect to all
      shares of Common Stock acquired by such Participant under Awards pursuant to
      this Plan.

    


    (iv)         
      Notwithstanding
      the provisions of Subparagraphs (i), (ii) and (v) of this Section 3.1, in the
      event of a Change in Control, as of the date of such Change in Control the
      vesting restrictions imposed pursuant to this Plan shall lapse and be removed
      (and Participants shall be fully vested) with respect to all shares of Common
      Stock acquired under Awards pursuant to this Plan.

    


    (v)         
      Notwithstanding
      the provisions in Subparagraphs (i) through (iv) of this Section 3.1(d), the
      Award made pursuant to Section 2.1(g), as of the effective date of this Plan,
      shall vest 25% per year commencing as of the effective date of this
      Plan.

    


    (e)         
      Vesting.
      Unless
      otherwise expressly stated herein, shares granted hereunder shall vest after
      12-months following date of grant.

    


    3.2         
      Prior
      Shares of Restricted Common Stock Outside of the Plan.
      Any and
      all restricted common stock received by each Non-Employee Director for serving
      on the Board prior to the effective date of this Plan under any other
      Non-Employee Plan or arrangement of the Company prior to the effective date
      of
      this Plan, shall be fully vested.

    


    3.3         
      Rights
      with Respect to Shares of Restricted Stock.
      A
      Non-Employee Director to whom an Award has been made shall be notified of the
      Award, and upon payment in full of the purchase price (if any) required for
      the
      shares of the Restricted Stock, the Company shall promptly cause to be issued
      or
      transferred to the name of the Non-Employee Director a certificate or
      certificates for the number of shares of Restricted Stock granted, subject
      to
      the provisions of Sections 3.4, 3.5 and 3.6 below. From and after the date
      of
      the Award, the Non-Employee Director shall be a Participant and shall have
      all
      rights of ownership with respect to such shares of Restricted Stock, including
      the right to vote and to receive dividends and other distributions with respect
      thereto, subject to the terms, conditions and restrictions described in this
      Plan.

    


    3.4         
      Custody
      of Stock Certificates.
      In
      order to enforce the restrictions imposed upon shares of Restricted Stock
      pursuant to this Plan, the Board may require that the certificates representing
      such shares of Restricted Stock remain in the physical custody of the Company
      until any or all of the restrictions imposed pursuant to the Plan expire or
      shall have been removed.

    


    3.5         
      Legends
      on Stock Certificates.
      The
      Board shall cause such legend or legends making reference to the restrictions
      imposed hereunder to be placed on certificates representing shares of Common
      Stock which are subject to restrictions hereunder as the Board deems necessary
      or appropriate in order to enforce the restrictions imposed upon shares of
      Restricted Stock issued pursuant to Awards granted hereunder.

    


    3.6         
      Securities
      Law Requirements.
      Shares
      of Common Stock shall not be offered or issued under this Plan unless the offer,
      issuance and delivery of such shares shall comply with all applicable provisions
      of law, domestic or foreign, including, without limitation, the Securities
      Act
      of 1933, as amended and the requirements of any stock exchange upon which the
      Common Stock may then be listed. As a condition precedent to the issuance of
      shares of Common Stock pursuant to an Award, the Company may require the
      Participant to execute such documents or take any reasonable action necessary
      to
      comply with such requirements.

    


    IV.         
      ADJUSTMENTS.
      If the
      outstanding shares of the Common Stock of the Company are increased, decreased
      or exchanged for a different number or kind of shares or other securities,
      or if
      additional shares or new or different shares or other securities are distributed
      in respect of such shares of Common Stock (or any stock or securities received
      with respect to such Common Stock), through merger, consolidation, sale or
      exchange of all or substantially all of the properties of the Company,
      reorganization, recapitalization, reclassification, stock dividend, stock split,
      reverse stock split, spin-off or other distribution in respect of such shares
      of
      Common Stock (or any stock or securities received with respect to such Common
      Stock), a fair, appropriate and proportionate adjustment shall be made in (i)
      the maximum number of securities provided in Section 1.3 of the Plan, (ii)
      the
      number of shares to be included in each grant of Restricted Stock of the Plan;
      (iii) the number and kind of shares then subject to restrictions pursuant to
      Section 3.1 of the Plan, and (iv) the repurchase price, if any, for each share
      of Common Stock subject to such restrictions. The Board's determination of
      the
      adjustments required under this Section 4.1 shall be final, binding and
      conclusive. No fractional interests shall be issued under the Plan on account
      of
      any such adjustment.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              V.

            	
              MISCELLANEOUS
                PROVISIONS.

            


    

    


    5.1         
      Amendment,
      Suspension and Termination of Plan.
      The
      Board of Directors may at any time amend, suspend, or terminate the Plan;
      provided, however, that no such action shall deprive the holder of an Award
      of
      such Award without the consent of such holder, and further provided that the
      nondiscretionary manner in which Awards are made to Non-Employee Directors
      under
      Section 2.1 shall not be modified or amended (provided that the number of shares
      to be included in each automatic grant thereunder may be changed with the
      approval of the stockholders). Furthermore, no such amendment shall, without
      approval of the stockholders of the Company, except as provided in Article
      IV
      hereof:

    


    (a)         
      increase
      the maximum number of shares specified in paragraph (a) of Section
      1.3;

    


    (b)         
      change
      the price of Common Stock specified in Section 2.2;

    


    (c)         
      change
      the terms of payment specified in Section 2.3;

    


    (d)         
      accelerate
      the restriction-removal schedule specified in Paragraph (d) of Section
      3.1;

    


    (e)         
      extend
      the duration of the Plan;

    


    (f)         
      materially
      modify the requirements as to eligibility for participation in the Plan;
      or

    


    (g)         
      materially
      increase in any other way the benefits accruing to the holder of an Award
      already granted or that subsequently may be granted under this
      Plan.

    


    Except
      as
      provided in Article IV, no termination, suspension or amendment of this Plan
      may, without the consent of the holder thereof, affect Common Stock previously
      acquired by a Participant pursuant to this Plan.

    


    5.2         
      Effective
      Date and Duration of Plan.
      This
      Plan shall become effective on the date of its approval by the holders of the
      outstanding shares of Common Stock (either by a vote of a majority of such
      outstanding shares present in person or by proxy and entitled to vote at a
      meeting of the stockholders of the Company). Unless previously terminated by
      the
      Board of Directors, this Plan shall terminate at the close of business on May
      29, 2006, and no Award may be granted under the Plan thereafter, but such
      termination shall not affect any Award theretofore granted and any shares of
      Common Stock granted pursuant thereto.

    


    5.3         
      Additional
      Limitations on Common Stock.
      With
      respect to any shares of Common Stock issued or transferred under any provisions
      of the Plan, such shares may be issued or transferred subject to such
      conditions, in addition to those specifically provided in the Plan as the Board
      may direct.

    


    5.4         
      Director
      Status.
      Nothing
      in this Plan or in any instrument executed pursuant hereto shall confer upon
      any
      Non-Employee Director any right to continue as a member of the Board of
      Directors of the Company or any subsidiary thereof or shall interfere with
      or
      restrict the right of the Company or its stockholders (or of a subsidiary or
      its
      stockholders, as the case may be) to terminate the service of any Non-Employee
      Director at any time and for any reason whatsoever, with or without good
      cause.

    


    5.5         
      Securities
      Law Legends.
      In
      addition to any legend or legends pursuant to Section 3.5 above, each
      certificate representing shares of Common Stock issued under the Plan shall
      be
      endorsed with such legends as the Company may, in its discretion, deem
      reasonably necessary or appropriate to comply with or give notice of applicable
      federal and state securities laws.

    


    5.6         
      No
      Entitlement to Shares.
      No
      Non-Employee Director (individually or as a member of a group), and no
      beneficiary or other person claiming under or through such Non-Employee
      Director, shall have any right, title, or interest in or to any shares of Common
      Stock allocated or reserved for the purpose of the Plan or subject to any Award
      except as to such shares of Common Stock, if any, as shall have been issued
      in
      the name of or transferred to such Non-Employee Director. A Non-Employee
      Director's rights to any shares of Common Stock issued or transferred to the
      name of such Non-Employee Director pursuant to an Award under this Plan shall
      be
      subject to such limitations and restrictions as are set forth in or imposed
      pursuant to this Plan.

    


    5.7         
      Withholding
      of Taxes.
      The
      Company may make such provisions as it deems appropriate for the withholding
      by
      the Company of such amounts as the Company determines it is required to withhold
      in connection with any Award. The Company may require a Participant to satisfy
      any relevant tax requirements before authorizing any issuance of Common Stock
      to
      such Participant. Any such settlement shall be made in the form of cash, a
      certified or bank cashier's check or such other form of consideration as is
      satisfactory to the Board.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    5.8         
      Transferability.
      No
      award or right under this Plan, contingent or otherwise, shall be assignable
      or
      otherwise transferable other than by will or the laws of descent and
      distribution, or shall be subject to any encumbrance, pledge or change or any
      nature. Any Award shall be accepted during a Participant's lifetime only by
      the
      Participant or the Participant's guardian or other legal
      representative.

    


    5.9         
      Other
      Plans.
      Nothing
      in this Plan is intended to be a substitute for, or shall preclude or limit
      the
      establishment or continuation of, any other plan, practice or arrangement for
      the payment of compensation or benefits to directors generally, which the
      Company now has or may hereafter lawfully put into effect, including, without
      limitation, any retirement, pension, insurance, stock purchase, incentive
      compensation or bonus plan.

    


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

    


    5.11         Singular,
      Plural; Gender.
      Whenever used herein, nouns in the singular shall include the plural, and the
      masculine pronoun shall include the feminine gender, as the context may
      require.

    


    5.12         Applicable
      Law.
      This
      Plan shall be governed by, interpreted under, and construed and enforced in
      accordance with the internal laws, and not the laws relating to conflicts or
      choice of laws, of the State of Delaware.

    


    5.13         Successors
      and Assigns of the Company.
      The
      Plan shall be binding upon the successors and assignees of the
      Company.

    


    5.14         Successors
      and Assigns of Participants.
      The
      provisions of this Plan and any agreement executed upon the acquisition of
      shares hereunder shall be binding upon each Participant in the Plan, and such
      Participant's heirs, executors, administrators, personal representatives,
      transferees, assignees and successors in interest.

    


    5.15         Headings,
      Etc. Not Part of Plan.
      Heading
      of Articles and Sections hereof are inserted for convenience and reference
      only,
      and they shall not constitute a part of the Plan.

     

     

    6