EXHIBIT 10.1
                                   PHAZAR CORP

                           2009 EQUITY INCENTIVE PLAN

As Adopted by the Board of Directors on April 8, 2009

1.  PURPOSE.

     The purpose of this Plan is to provide  incentives  to attract,  retain and
motivate  eligible  persons  whose  present  and  potential   contributions  are
important to the success of the Company and its Subsidiaries by offering them an
opportunity to participate in the Company's future performance through awards of
Options, the right to purchase Common Stock and Stock Bonuses. Capitalized terms
not defined in the text are defined in Section 2.

2.  DEFINITIONS.

     As used in this Plan, the following terms will have the following meanings:

"AWARD" means any award under this Plan,  including  any Option,  Stock Award or
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Stock Bonus.

"AWARD  AGREEMENT"  means,  with  respect  to each  Award,  the  signed  written
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agreement  between the Company and the  Participant  setting forth the terms and
conditions of the Award.

"BOARD" means the Board of Directors of the Company.
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"CAUSE" means any cause,  as defined by applicable law, for the termination of a
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Participant's  employment  with the  Company  or a Parent or  Subsidiary  of the
Company.

"CODE" means the Internal Revenue Code of 1986, as amended.
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"COMPANY"  means  PHAZAR  CORP,  a  Delaware   corporation,   or  any  successor
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corporation.

"DISABILITY"  means a disability,  whether  temporary or  permanent,  partial or
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total, as determined by the Board.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
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"EXERCISE PRICE" means the price at which a holder of an Option may purchase the
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Shares issuable upon exercise of the Option.

"FAIR MARKET VALUE" means, as of any date, the value of a share of the Company's
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Common Stock determined as follows:

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     (a) if such  Common  Stock  is  publicly  traded  and is then  listed  on a
national securities exchange,  its closing price on the date of determination if
at least one  hundred  shares were  traded on such date,  otherwise  the closing
price on the last  preceding  date on which at least  one  hundred  shares  were
traded, on the principal national  securities exchange on which the Common Stock
is listed or admitted to trading;

     (b) if such  Common  Stock is quoted on the NASDAQ  National  Market or the
NASDAQ Capital  Market,  its closing price on the NASDAQ  National Market or the
NASDAQ Capital Market, respectively, on the date of determination;

     (c) if neither of the foregoing is applicable, by the Board in good faith.

"INSIDER"  means an officer or director of the Company or any other person whose
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transactions  in the  Company's  Common  Stock are  subject to Section 16 of the
Exchange Act.

"OPTION" means an award of an option to purchase Shares pursuant to Section 6.
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"PARENT" means any corporation  (other than the Company) in an unbroken chain of
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corporations ending with the Company if each of such corporations other than the
Company owns stock  possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

"PARTICIPANT" means a person who receives an Award under this Plan.
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"PERFORMANCE  FACTORS" means the factors  selected by the Board, in its sole and
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absolute  discretion,  to determine  whether the performance goals applicable to
Awards  have  been  satisfied,  including,  without  limitation,  the  following
factors:

     (a) Net revenue and/or net revenue growth;

     (b) Earnings  before income taxes and  amortization  and/or earnings before
         income taxes and amortization growth;

     (c) Operating income and/or operating income growth;

     (d) Net income and/or net income growth;

     (e) Earnings per share and/or earnings per share growth;

     (f) Total stockholder return and/or total stockholder return growth;

     (g) Return on equity;

     (h) Operating cash flow return on income;

     (i) Adjusted operating cash flow return on income;

     (j) Economic value added; and


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     (k) Individual business objectives.

"PERFORMANCE PERIOD" means the period of service determined by the Board, not to
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exceed  five  years,  during  which  years of  service or  performance  is to be
measured for Stock Awards or Stock Bonuses, if such Awards are restricted.

"PLAN" means this PHAZAR CORP 2009 Equity  Incentive  Plan, as amended from time
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to time.

"PURCHASE  PRICE" means the price at which the  Participant of a Stock Award may
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purchase the Shares.

"SEC" means the Securities and Exchange Commission.
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"SECURITIES ACT" means the Securities Act of 1933, as amended.
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"SHARES" means shares of the Company's  Common Stock reserved for issuance under
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this  Plan,  as  adjusted  pursuant  to  Sections  3 and 18,  and any  successor
security.

"STOCK AWARD" means an award of Shares pursuant to Section 7.
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"STOCK BONUS" means an award of Shares,  or cash in lieu of Shares,  pursuant to
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Section 8.

"SUBSIDIARY" means any corporation (other than the Company) in an unbroken chain
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of  corporations  beginning with the Company if each of the  corporations  other
than the last  corporation  in the unbroken  chain owns stock  possessing 50% or
more of the total  combined  voting  power of all classes of stock in one of the
other corporations in such chain.

"TERMINATION" or "TERMINATED" means, for purposes of this Plan with respect to a
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Participant,  that the Participant has for any reason ceased to provide services
as an employee, officer, director, consultant, independent contractor or advisor
to the Company or a Parent or Subsidiary of the Company. An employee will not be
deemed to have ceased to provide  services  in the case of (i) sick leave,  (ii)
military  leave,  or (iii) any other leave of absence  approved by the  Company,
provided  that  such  leave is for a period  of not  more  than 90 days,  unless
reemployment  upon the  expiration  of such leave is  guaranteed  by contract or
statute or unless  provided  otherwise  pursuant to a formal policy adopted from
time to time by the Company and issued and  promulgated to employees in writing.
In the case of any employee on an approved leave of absence,  the Board may make
such  provisions  respecting  suspension  of vesting of the Award while on leave
from the  employ of the  Company  or a  Subsidiary  as it may deem  appropriate,
except that in no event may an Option be exercised  after the  expiration of the
term set forth in the Option  agreement.  The Board will have sole discretion to
determine whether a Participant has ceased to provide services and the effective


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date on which the  Participant  ceased to  provide  services  (the  "Termination
Date").

3.  SHARES SUBJECT TO THE PLAN.

     3.1 Number of Shares  Available.  Subject to Sections 3.2 and 18, the total
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aggregate  number of  Shares  reserved  and  available  for  grant and  issuance
pursuant to this Plan shall be 273,600  Shares and will include  Shares that are
subject to: (a) issuance  upon  exercise of an Option but cease to be subject to
such  Option for any reason  other than  exercise of such  Option;  (b) an Award
granted  hereunder but forfeited or  repurchased  by the Company at the original
issue price;  and (c) an Award that  otherwise  terminates  without Shares being
issued.  At all times the Company shall reserve and keep  available a sufficient
number  of  Shares as shall be  required  to  satisfy  the  requirements  of all
outstanding  Options  granted  under  this  Plan and all other  outstanding  but
unvested Awards granted under this Plan.

     3.2  Adjustment  of Shares.  In the event  that the  number of  outstanding
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shares is changed by a stock dividend,  recapitalization,  stock split,  reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without  consideration,  then (a) the number of
Shares  reserved for issuance  under this Plan,  (b) the Exercise  Prices of and
number of Shares  subject to outstanding  Options,  and (c) the number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to
any  required  action  by the  Board  or the  stockholders  of the  Company  and
compliance with applicable securities laws; provided, however, that fractions of
a Share will not be issued but will either be replaced by a cash  payment  equal
to the Fair  Market  Value of such  fraction of a Share or will be rounded up to
the nearest whole Share, as determined by the Board.

4.  ELIGIBILITY.

     ISOs (as  defined  in Section 6 below)  may be  granted  only to  employees
(including officers and directors who are deemed to be employees) of the Company
or of a Parent or Subsidiary of the Company.  All other Awards may be granted to
officers,  directors,  employees,  agents and  consultants of the Company or any
Parent or Subsidiary  of the Company,  provided  such  consultants,  independent
contractors  and advisors render  bona-fide  services not in connection with the
offer and sale of securities in a  capital-raising  transaction  or promotion of
the Company's securities. A person may be granted more than one Award under this
Plan.

5.  ADMINISTRATION.

     5.1 Board.  The Plan shall be  administered  and  interpreted by the Board.
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     5.2 Board Authority. The Board will have the authority to:
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         (a)construe and interpret this Plan, any Award  Agreement and any other
            agreement or document executed pursuant to this Plan;


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         (b)prescribe,  amend and rescind rules and regulations relating to this
            Plan or any Award;

         (c) select persons to receive Awards;

         (d) determine the form, terms and conditions of Awards;

         (e)determine  the  number of Shares or other  consideration  subject to
            Awards;

         (f)determine  whether  Awards will be granted  singly,  in  combination
            with,  in tandem with, in  replacement  of, or as  alternatives  to,
            other Awards under this Plan or any other  incentive or compensation
            plan of the Company or any Parent or Subsidiary of the Company;

         (g) grant waivers of Plan or Award conditions;

         (h) determine the vesting, exercisability and payment of Awards;

         (i)correct  any  defect,   supply  any   omission  or   reconcile   any
            inconsistency in this Plan, any Award or any Award Agreement;

         (j) determine whether an Award has been earned;

         (k)amend or terminate the Plan,  provided,  however, the Board will not
            amend the Plan in any  manner  that  requires  shareholder  approval
            without such approval; and

         (l)make  all  other  determinations  necessary  or  advisable  for  the
            administration of this Plan.

     5.3 Board Discretion.  Any determination  made by the Board with respect to
any  Award  will  be made at the  time of  grant  of the  Award  or,  unless  in
contravention  of any express term of this Plan or Award, at any later time, and
such  determination  will be final and binding on the Company and on all persons
having an interest in any Award under this Plan. No member of the Board shall be
personally  liable for any action taken or decision made in good faith  relating
to this  Plan,  and all  members  of the  Board  shall  be fully  protected  and
indemnified to the fullest extent  permitted under applicable law by the Company
in respect to any such action, determination, or interpretation.

6.  OPTIONS.

     The Board may grant Options to eligible persons and will determine  whether
such  Options  will be Incentive  Stock  Options  within the meaning of the Code
("ISO") or Nonqualified Stock Options ("NQSOs"), the number of Shares subject to
the Option, the Exercise Price of the Option, the period during which the Option
may be exercised,  and all other terms and conditions of the Option,  subject to
the following:

     6.1 Form of Option  Grant.  Each  Option  granted  under  this Plan will be
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evidenced by an Award Agreement  which will expressly  identify the Option as an
ISO or an NQSO (hereinafter  referred to as the "Stock Option  Agreement"),  and


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will be in such form and contain such provisions (which need not be the same for
each  Participant)  as the Board may from time to time  approve,  and which will
comply with and be subject to the terms and conditions of this Plan.

     6.2 Date of Grant. The date of grant of an Option will be the date on which
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the  Board  makes the  determination  to grant  such  Option,  unless  otherwise
specified by the Board.  The Stock Option Agreement and a copy of this Plan will
be delivered to the  Participant  within a reasonable time after the granting of
the Option.

     6.3 Exercise  Period.  Options may be exercisable  within the times or upon
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the events  determined  by the Board as set forth in the Stock Option  Agreement
governing  such Option;  provided,  however,  that no Option will be exercisable
after the expiration of ten (10) years from the date the Option is granted;  and
provided  further that no ISO granted to a person who directly or by attribution
owns  more than ten  percent  (10%) of the total  combined  voting  power of all
classes of stock of the  Company or of any Parent or  Subsidiary  of the Company
("Ten Percent Stockholder") will be exercisable after the expiration of five (5)
years from the date the ISO is  granted.  The Board also may provide for Options
to  become  exercisable  at one  time or  from  time to  time,  periodically  or
otherwise,  in such  number  of  Shares  or  percentage  of  Shares as the Board
determines, provided, however, that in all events a Participant will be entitled
to  exercise an Option at the rate of at least 20% per year over five years from
the  date  of  grant,  subject  to  reasonable   conditions  such  as  continued
employment;  and further provided that an Option granted to a Participant who is
an officer or director  may become fully  exercisable  at any time or during any
period established by the Company.

     6.4 Exercise  Price.  The Exercise Price of an Option will be determined by
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the Board when the  Option is  granted  and may not be less than 85% of the Fair
Market Value of the Shares on the date of grant; provided that: (a) the Exercise
Price of an ISO  will be not less  than  100% of the  Fair  Market  Value of the
Shares on the date of grant; and (b) the Exercise Price of any Option granted to
a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of
the Shares on the date of grant.  Payment for the Shares  purchased must be made
in accordance with Section 9 of this Plan.

     6.5 Method of Exercise.  Options may be  exercised  only by delivery to the
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Company of a written stock option exercise agreement (the "Exercise  Agreement")
in a  form  approved  by the  Board,  (which  need  not be  the  same  for  each
Participant),  stating the number of Shares being  purchased,  the  restrictions
imposed on the Shares purchased under such Exercise Agreement,  if any, and such
representations and agreements regarding the Participant's investment intent and
access to information and other matters, if any, as may be required or desirable
by the Company to comply with applicable  securities laws, together with payment
in full of the Exercise Price for the number of Shares being purchased.

     6.6  Termination.  Notwithstanding  the  exercise  periods set forth in the
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Stock  Option  Agreement,  exercise  of an Option  will always be subject to the
following:

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         (a) If the  Participant's  service is Terminated  for any reason except
death or  Disability,  then the  Participant  may  exercise  such  Participant's
Options only to the extent that such Options  would have been  exercisable  upon
the Termination Date, but must be exercised no later than three (3) months after
the Termination Date (or such longer time period not exceeding five (5) years as
may be approved by the Board,  with any  exercise  beyond three (3) months after
the Termination Date deemed to be an NQSO).

         (b)  If  the  Participant's   service  is  Terminated  because  of  the
Participant's  death or  Disability  (or the  Participant  dies within three (3)
months  after a  Termination  other than for Cause or  because of  Participant's
Disability),  then the Participant's Options may be exercised only to the extent
that  such  Options  would  have  been  exercisable  by the  Participant  on the
Termination Date and must be exercised by the Participant (or the  Participant's
legal  representative)  no later than twelve (12) months  after the  Termination
Date (or such longer time period not exceeding five (5) years as may be approved
by the Board,  with any such  exercise  beyond  (i) three (3)  months  after the
Termination  Date  when  the  Termination  is for  any  reason  other  than  the
Participant's  death  or  Disability,  or (ii)  twelve  (12)  months  after  the
Termination Date when the Termination is for Participant's  death or Disability,
deemed to be an NQSO).

         (c)  Notwithstanding  the provisions in paragraph  6.6(a) above, if the
Participant's  service is Terminated  for Cause,  neither the  Participant,  the
Participant's estate nor such other person who may then hold the Option shall be
entitled to exercise  any Option with  respect to any Shares  whatsoever,  after
Termination,  whether  or not after  Termination  the  Participant  may  receive
payment from the Company or a Subsidiary for vacation pay, for services rendered
prior to  Termination,  for services  rendered for the day on which  Termination
occurs, for salary in lieu of notice, or for any other benefits. For the purpose
of this  paragraph,  Termination  shall be  deemed to occur on the date when the
Company  dispatches  notice or advice to the Participant that his or her service
is terminated.

     6.7  Limitations  on Exercise.  The Board may specify a reasonable  minimum
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number of Shares that may be purchased  on any  exercise of an Option,  provided
that such minimum  number will not prevent the  Participant  from  exercising an
Option for the full number of Shares for which it is then exercisable.

     6.8  Limitations on ISO. The aggregate Fair Market Value  (determined as of
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the date of grant) of Shares with respect to which ISO are  exercisable  for the
first time by a  Participant  during any calendar year (under this Plan or under
any other  incentive  stock option plan of the Company,  Parent or Subsidiary of
the Company) will not exceed $100,000. If the Fair Market Value of Shares on the
date of grant with respect to which ISO are  exercisable for the first time by a
Participant during any calendar year exceeds $100,000,  then the Options for the
first $100,000 worth of Shares to become  exercisable in such calendar year will
be ISO and the  Options  for the  amount  in  excess  of  $100,000  that  become
exercisable  in that calendar year will be NQSOs.  In the event that the Code or
the regulations  promulgated  thereunder are amended after the Effective Date of
this Plan to provide  for a different  limit on the Fair Market  Value of Shares
permitted  to be  subject to ISO,  such  different  limit will be  automatically


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incorporated  herein and will apply to any Options  granted  after the effective
date of such amendment.

     6.9  Modification,  Extension or Renewal.  The Board may modify,  extend or
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renew outstanding Options and authorize the grant of new Options in substitution
therefore, provided that any such action may not, without the written consent of
a  Participant,  impair  any of  such  Participant's  rights  under  any  Option
previously granted. Any outstanding ISO that is modified,  extended,  renewed or
otherwise altered will be treated in accordance with Section 424(h) of the Code.
The Board may reduce the  Exercise  Price of  outstanding  Options  without  the
consent of Participants affected by a written notice to them; provided, however,
that the Exercise Price may not be reduced below the minimum Exercise Price that
would be  permitted  under  Section 6.4 of this Plan for Options  granted on the
date the action is taken to reduce the Exercise Price.

     6.10 No Disqualification. Notwithstanding any other provision in this Plan,
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no term of this Plan  relating to ISO will be  interpreted,  amended or altered,
nor will any discretion or authority granted under this Plan be exercised, so as
to disqualify this Plan under Section 422 of the Code or, without the consent of
the Participant affected, to disqualify any ISO under Section 422 of the Code.

7.  STOCK AWARD.

     A Stock  Award is an offer by the  Company  to sell to an  eligible  person
Shares that may or may not be subject to restrictions.  The Board will determine
to whom an offer will be made, the number of Shares the person may purchase, the
price to be paid (the "Purchase  Price"),  the  restrictions to which the Shares
will be subject,  if any, and all other terms and conditions of the Stock Award,
subject to the following:

     7.1 Form of Stock Award. All purchases under a Stock Award made pursuant to
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this  Plan  will  be  evidenced  by an  Award  Agreement  (the  "Stock  Purchase
Agreement")  that  will be in such  form  (which  need  not be the same for each
Participant)  as the Board will from time to time approve,  and will comply with
and be subject to the terms and  conditions  of this Plan.  The offer of a Stock
Award will be accepted by the Participant's  execution and delivery of the Stock
Purchase  Agreement and payment for the Shares to the Company in accordance with
the Stock Purchase Agreement.

     7.2 Purchase  Price.  The Purchase Price of Shares sold pursuant to a Stock
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Award will be determined by the Board on the date the Stock Award is granted and
may not be less  than 85% of the Fair  Market  Value of the  Shares on the grant
date, except in the case of a sale to a Ten Percent  Stockholder,  in which case
the  Purchase  Price  will be 100% of the  Fair  Market  Value.  Payment  of the
Purchase Price must be made in accordance with Section 9 of this Plan.

     7.3 Terms of Stock Awards. Stock Awards may be subject to such restrictions
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as the Board may impose.  These  restrictions  may be based upon completion of a
specified  number of years of service with the Company or upon completion of the


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performance  goals as set out in advance in the  Participant's  individual Stock
Purchase  Agreement.  Stock Awards may vary from  Participant to Participant and
between groups of  Participants.  Prior to the grant of a Stock Award subject to
restrictions,  the Board shall:  (a) determine  the nature,  length and starting
date of any  Performance  Period for the Stock Award;  (b) select from among the
Performance  Factors to be used to measure  performance  goals,  if any; and (c)
determine the number of Shares that may be awarded to the Participant.  Prior to
the transfer of any Stock Award,  the Board shall  determine the extent to which
such  Stock  Award  has  been  earned.   Performance  Periods  may  overlap  and
Participants  may participate  simultaneously  with respect to Stock Awards that
are subject to  different  Performance  Periods and have  different  performance
goals and other criteria.

     7.4 Termination During  Performance  Period. If a Participant is Terminated
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during a  Performance  Period  for any  reason,  then such  Participant  will be
entitled to payment  (whether in Shares,  cash or otherwise) with respect to the
Stock  Award  only  to the  extent  earned  as of the  date  of  Termination  in
accordance  with the Stock  Purchase  Agreement,  unless  the  Board  determines
otherwise.

8.  STOCK BONUSES.

     8.1  Awards  of Stock  Bonuses.  A Stock  Bonus is an award of  Shares  for
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extraordinary  services  rendered to the Company or any Parent or  Subsidiary of
the Company.  A Stock Bonus will be awarded  pursuant to an Award Agreement (the
"Stock Bonus  Agreement")  that will be in such form (which need not be the same
for each  Participant)  as the Board  will from time to time  approve,  and will
comply  with and be subject to the terms and  conditions  of this Plan.  A Stock
Bonus may be awarded upon  satisfaction of such performance goals as are set out
in advance in the  Participant's  individual  Award Agreement (the  "Performance
Stock Bonus Agreement").  Stock Bonuses may vary from Participant to Participant
and between groups of Participants, and may be based upon the achievement of the
Company, Parent or Subsidiary and/or individual performance factors or upon such
other criteria as the Board may determine.

     8.2 Terms of Stock  Bonuses.  The Board will determine the number of Shares
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to be awarded to the  Participant.  If the Stock Bonus is being  earned upon the
satisfaction  of  performance  goals  pursuant  to  a  Performance  Stock  Bonus
Agreement,  then the Board will:  (a) determine the nature,  length and starting
date of any Performance  Period for each Stock Bonus;  (b) select from among the
Performance  Factors  to be used to measure  the  performance,  if any;  and (c)
determine the number of Shares that may be awarded to the Participant.  Prior to
the payment of any Stock Bonus,  the Board shall  determine  the extent to which
such Stock  Bonuses  have been  earned.  Performance  Periods  may  overlap  and
Participants may participate  simultaneously  with respect to Stock Bonuses that
are subject to different Performance Periods and different performance goals and
other criteria. The number of Shares may be fixed or may vary in accordance with
such performance goals and criteria as may be determined by the Board. The Board
may adjust the  performance  goals  applicable to the Stock Bonuses to take into
account changes in law and accounting or tax rules and to make such  adjustments
as  the  Board  deems   necessary  or  appropriate  to  reflect  the  impact  of


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extraordinary  or unusual items,  events or  circumstances to avoid windfalls or
hardships.

     8.3 Form of Payment. The earned portion of a Stock Bonus may be paid to the
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Participant by the Company either currently or on a deferred basis, as agreed by
the Participant and the Company,  with such interest or dividend equivalent,  if
any, as the Board may determine.  Payment of an interest or dividend  equivalent
(if  any)  may be made in the  form of cash or  whole  Shares  or a  combination
thereof,  either in a lump sum  payment  or in  installments,  as the Board will
determine.

9.  PAYMENT FOR SHARE PURCHASES.

     Payment for Shares purchased pursuant to this Plan must be made in cash (by
check) or, where  expressly  approved for the Participant by the Board and where
permitted by law:

     (a) by cancellation of indebtedness of the Company to the Participant;

     (b) by  surrender  of  shares  that  either:  (1)  have  been  owned by the
Participant  for more than six (6)  months  and have been  paid for  within  the
meaning of SEC Rule 144; or (2) were obtained by the  Participant  in the public
market;

     (c) by  waiver  of  compensation  due or  accrued  to the  Participant  for
services rendered;

     (d) with respect only to purchases upon exercise of an Option, and provided
that a public market for the Company's stock exists:

(1)  through  a  "same  day  sale"   commitment   from  the  Participant  and  a
broker-dealer that is a member of the Financial Industry Regulatory Authority (a
"FINRA  Dealer")  whereby the  Participant  irrevocably  elects to exercise  the
Option and to sell a portion of the Shares so  purchased to pay for the Exercise
Price,  and whereby the FINRA  Dealer  irrevocably  commits upon receipt of such
Shares to forward the Exercise Price directly to the Company; or

(2)  through a  "margin"  commitment  from the  Participant  and a FINRA  Dealer
whereby the Participant  irrevocably elects to exercise the Option and to pledge
the Shares so purchased to the FINRA Dealer in a margin  account as security for
a loan from the FINRA  Dealer in the amount of the Exercise  Price,  and whereby
the FINRA Dealer irrevocably  commits upon receipt of such Shares to forward the
Exercise Price directly to the Company; or

     (e)   by any combination of the foregoing.

10.  WITHHOLDING TAXES.

     10.1   Withholding   Generally.   Whenever  Shares  are  to  be  issued  in
            -----------------------
satisfaction  of Awards  granted  under this Plan,  the  Company may require the
Participant  to remit to the Company an amount  sufficient  to satisfy  federal,
state  and local  withholding  tax  requirements  prior to the  delivery  of any


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2009 Annual Shareholder Meeting Proxy Notice                       Page 27 of 34
<PAGE>
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount  sufficient  to  satisfy  federal,   state,  and  local  withholding  tax
requirements.

     10.2 Stock  Withholding.  When,  under  applicable  tax laws, a participant
          ------------------
incurs tax  liability  in  connection  with the exercise or vesting of any Award
that is subject to tax  withholding  and the Participant is obligated to pay the
Company the amount required to be withheld,  the Board may allow the Participant
to satisfy  the  minimum  withholding  tax  obligation  by  electing to have the
Company  withhold  from the Shares to be issued that  number of Shares  having a
Fair  Market  Value  equal  to  the  minimum  amount  required  to be  withheld,
determined  on  the  date  that  the  amount  of  tax  to be  withheld  is to be
determined.  All  elections by a  Participant  to have Shares  withheld for this
purpose will be made in  accordance  with the  requirements  established  by the
Board and will be in writing in a form acceptable to the Board.

11.  PRIVILEGES OF STOCK OWNERSHIP.

     11.1 Voting and Dividends.  No Participant will have any of the rights of a
          --------------------
stockholder  with  respect  to any  Shares  until the  Shares  are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and will have all the rights of a stockholder with respect to such
Shares,  including  the  right  to vote  and  receive  all  dividends  or  other
distributions made or paid with respect to such Shares;  provided,  that if such
Shares are issued  pursuant  to a Stock Award with  restrictions,  then any new,
additional  or  different  securities  the  Participant  may become  entitled to
receive with respect to such Shares by virtue of a stock  dividend,  stock split
or any other change in the corporate or capital structure of the Company will be
subject to the same restrictions as the Stock Award.

     11.2  Financial  Statements.  The Company will provide  publicly  available
           ---------------------
financial information,, including financial statements to each Participant prior
to  such  Participant's  purchase  of  Shares  under  this  Plan,  and  to  each
Participant  annually during the period such Participant has Awards outstanding;
provided,  however,  the Company will not be required to provide such  financial
statements to Participants  whose services in connection with the Company assure
them access to equivalent information.

12.  NON-TRANSFERABILITY.

     Awards of Shares  granted under this Plan, and any interest  therein,  will
not be  transferable  or  assignable  by the  Participant,  and  may not be made
subject to execution,  attachment or similar  process,  other than by will or by
the laws of descent and distribution. Awards of Options granted under this Plan,
and  any  interest  therein,  will  not be  transferable  or  assignable  by the
Participant,  and may not be made subject to  execution,  attachment  or similar
process,  other  than by will or by the laws of  descent  and  distribution,  by
instrument to an inter vivos or  testamentary  trust in which the options are to
be  passed  to  beneficiaries  upon  the  death  of the  trustor,  or by gift to
"immediate family" as that term is defined in 17 C.F.R. 240.16a-1(e). During the

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2009 Annual Shareholder Meeting Proxy Notice                       Page 28 of 34
<PAGE>
lifetime  of  the  Participant  an  Award  will  be  exercisable   only  by  the
Participant.  During the lifetime of the Participant, any elections with respect
to an Award may be made only by the Participant  unless otherwise  determined by
the Board and set forth in the Award  Agreement  with respect to Awards that are
not ISOs.

13.  CERTIFICATES.

     All certificates  for Shares or other securities  delivered under this Plan
will be subject to such stop transfer orders,  legends and other restrictions as
the Board may deem  necessary or  advisable,  including  restrictions  under any
applicable federal,  state or foreign securities law, or any rules,  regulations
and other  requirements of the SEC or any stock exchange or automated  quotation
system upon which the Shares may be listed or quoted.

14.  ESCROW; PLEDGE OF SHARES.

     To  enforce  any  restrictions  on a  Participant's  Shares,  the Board may
require  the  Participant  to  deposit  all  certificates  representing  Shares,
together  with stock  powers or other  instruments  of transfer  approved by the
Board  appropriately  endorsed in blank, with the Company or an agent designated
by the  Company  to hold in  escrow  until  such  restrictions  have  lapsed  or
terminated,  and the  Board  may  cause a legend  or  legends  referencing  such
restrictions to be placed on the certificates.

15.  EXCHANGE AND BUYOUT OF AWARDS.

     The Board may,  at any time or from time to time,  authorize  the  Company,
with the consent of the respective Participants, to issue new Awards in exchange
for the surrender and cancellation of any or all outstanding  Awards.  The Board
may at any time buy from a Participant an Award previously  granted with payment
in cash,  Shares or other  consideration,  based on such terms and conditions as
the Board and the Participant may agree.

16.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

     An Award will not be effective  unless such Award is in compliance with all
applicable  federal and state  securities  laws,  rules and  regulations  of any
governmental  body,  and the  requirements  of any stock  exchange or  automated
quotation system upon which the Shares may then be listed or quoted, as they are
in effect on the date of grant of the Award and also on the date of  exercise or
other  issuance.  Notwithstanding  any other provision in this Plan, the Company
will have no obligation to issue or deliver  certificates  for Shares under this
Plan prior to: (a) obtaining any approvals from  governmental  agencies that the
Company  determines  are  necessary or advisable;  and/or (b)  completion of any
registration  or other  qualification  of such Shares under any state or federal
law or  ruling  of any  governmental  body  that the  Company  determines  to be
necessary or advisable.  The Company will be under no obligation to register the
Shares with the SEC or to effect compliance with the registration, qualification
or  listing  requirements  of any  state  securities  laws,  stock  exchange  or
automated  quotation  system,  and the Company  will have no  liability  for any
inability or failure to do so.



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<PAGE>
17.  NO OBLIGATION TO EMPLOY.

     Nothing in this Plan or any Award granted under this Plan will confer or be
deemed to confer on any  Participant  any right to continue in the employ of, or
to continue any other relationship with, the Company or any Parent or Subsidiary
of the  Company  or limit in any way the right of the  Company  or any Parent or
Subsidiary  of the  Company  to  terminate  Participant's  employment  or  other
relationship at any time, with or without cause.

18.  CORPORATE TRANSACTIONS.

         18.1 Assumption or Replacement of Awards by Successor. In the event of
              ------------------------------------------------
(a) a dissolution or liquidation of the Company, (b) a merger or consolidation
in which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement will be binding on all Participants. In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant. In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 18.1, (i)
the vesting of any or all Awards granted pursuant to this Plan will accelerate
upon a transaction described in this Section 18 and (ii) any or all Options
granted pursuant to this Plan will become exercisable in full prior to the
consummation of such event at such time and on such conditions as the Board
determines. If such Options are not exercised prior to the consummation of the
corporate transaction, they shall terminate at such time as determined by the
Board.

     18.2 Other  Treatment of Awards.  Subject to any greater  rights granted to
          --------------------------
Participants under the foregoing  provisions of this Section 18, in the event of
the occurrence of any  transaction  described in Section 18.1,  any  outstanding
Awards  will be treated  as  provided  in the  applicable  agreement  or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.




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2009 Annual Shareholder Meeting Proxy Notice                       Page 30 of 34
<PAGE>
     18.3 Assumption of Awards by the Company.  The Company,  from time to time,
          -----------------------------------
also may substitute or assume  outstanding  awards  granted by another  company,
whether in connection with an acquisition of such other company or otherwise, by
either;  (a)  granting  an Award under this Plan in  substitution  of such other
company's award; or (b) assuming such award as if it had been granted under this
Plan if the terms of such  assumed  award  could be applied to an Award  granted
under this Plan.  Such  substitution  or assumption  will be  permissible if the
holder of the  substituted  or  assumed  award  would have been  eligible  to be
granted an Award  under this Plan if the other  company had applied the rules of
this Plan to such grant.  In the event the Company  assumes an award  granted by
another  company,  the terms and conditions of such award will remain  unchanged
(except  that the  exercise  price and the number and nature of Shares  issuable
upon  exercise of any such option  will be  adjusted  appropriately  pursuant to
Section  424(a) of the  Code).  In the event the  Company  elects to grant a new
Option rather than assuming an existing  option,  such new Option may be granted
with a similarly adjusted Exercise Price.

19.  ADOPTION AND STOCKHOLDER APPROVAL.

     This Plan will become  effective  on the date on which it is adopted by the
Board (the  "Effective  Date").  Upon the  Effective  Date,  the Board may grant
Awards pursuant to this Plan. The Company intends to seek  stockholder  approval
of the Plan within twelve (12) months after the date this Plan is adopted by the
Board; provided, however, if the Company fails to obtain stockholder approval of
the Plan during such 12-month  period,  pursuant to Section 422 of the Code, any
Option  granted as an ISO at any time under the Plan will not  qualify as an ISO
within the meaning of the Code and will be deemed to be an NQSO.  Further,  said
Awards made before  obtaining  stockholder  approval shall be  conditional  upon
stockholder  approval and consistent  with NASDAQ Rule 4350(i),  the Company may
not issue securities  pursuant to Awards before obtaining  stockholder  approval
for this plan.

20.  TERM OF PLAN/GOVERNING LAW.

     Unless earlier terminated as provided herein,  this Plan will terminate ten
(10) years from the date this Plan is adopted by the Board or, if  earlier,  the
date of stockholder  approval.  This Plan and all agreements thereunder shall be
governed by and construed in accordance with the laws of the State of Texas.

21.  AMENDMENT OR TERMINATION OF PLAN.

     The  Board may at any time  terminate  or amend  this Plan in any  respect,
including  without  limitation  amendment  of any  form of  Award  Agreement  or
instrument to be executed  pursuant to this Plan;  provided,  however,  that the
Board will not, without the approval of the  stockholders of the Company,  amend
this Plan in any manner that requires such stockholder approval.









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2009 Annual Shareholder Meeting Proxy Notice                       Page 31 of 34
<PAGE>
22.  NONEXCLUSIVITY OF THE PLAN.

     Neither the adoption of this Plan by the Board, the submission of this Plan
to the stockholders of the Company for approval,  nor any provision of this Plan
will be construed as creating any limitations on the power of the Board to adopt
such additional compensation  arrangements as it may deem desirable,  including,
without  limitation,  the granting of stock options and bonuses  otherwise  than
under this Plan, and such  arrangements  may be either  generally  applicable or
applicable only in specific cases.

23.   ACTION BY BOARD.

     Any action  permitted  or required to be taken by the Board or any decision
or determination  permitted or required to be made by the Board pursuant to this
Plan shall be taken or made in the Board's sole and absolute discretion.









































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