EXHIBIT 10.1


                           2007 STOCK INCENTIVE PLAN

                                       OF

                         SENTRY TECHNOLOGY CORPORATION

                    As Adopted and in Effect at May 18, 2007

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           2007 STOCK INCENTIVE PLAN OF SENTRY TECHNOLOGY CORPORATION

     1.  Purpose.  The  purpose  of  this Stock Incentive Plan is to advance the
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interests  of  the  Corporation by encouraging and enabling the acquisition of a
larger  personal proprietary interest in the Corporation by directors, officers,
management  and key employees of the Corporation and its Subsidiaries upon whose
judgment  and  keen  interest  the  Corporation  is  largely  dependent  for the
successful  conduct of its operations and by providing such directors, officers,
management  and  key  employees with incentives to put forth maximum efforts for
the  success  of  the  Corporation's  business.  It  is  anticipated  that  the
acquisition  of such proprietary interest in the Corporation and such incentives
will  stimulate  the  efforts  of  such  directors, officers, management and key
employees on behalf of the Corporation and its Subsidiaries and strengthen their
desire to remain with the Corporation and its Subsidiaries.  It is also expected
that  such incentives and the opportunity to acquire such a proprietary interest
will enable the Corporation and its Subsidiaries to attract desirable personnel.

     2.  Definitions.  When  used  in  this  Plan,  unless the context otherwise
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requires:

(a)     "Alternative  Rights"  has  the  meaning  set  forth  in  Section  7.

(b)     "Board  of  Directors"  or  "Board"  means the Board of Directors of the
         Corporation,  as  constituted  at  any  time.

(c)     "Chairman  of  the  Board"  means  the  person  who at the time shall be
         Chairman  of  the  Board  of  Directors.

(d)     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

(e)     "Conjunctive  Rights"  has  the  meaning  set  forth  in  Section  7.

(e)     "Corporation"  means  Sentry  Technology  Corporation,  a  Delaware
         corporation

(f)     "Disability"  means a Participant being considered "disabled" within the
         meaning  of  Section  409A(a)(2)(C) of the Code, unless otherwise
         provided in an Award  Agreement.

(g)     "Eligible  Persons"  means  those persons described in Section 4 who are
         potential  recipients  of  Incentive  Awards.

(h)     "Fair Market  Value" on a specified date means the closing price at
         which a Share  is  traded  on  the  stock  exchange,  if  any,  on
         which Shares are primarily traded or, if the Shares are not then traded
         on a stock exchange, the  closing  price  of  a  Share as reported on
         the NASDAQ National Market System  or, if the Shares are not then
         traded on the NASDAQ National Market System, the average of the closing
         bid and asked prices at which a Share is traded on the over-the-counter
         market, but if no Shares were traded on such date, then on the last
         previous date on which a Share was so traded, or, if none  of the above
         are applicable, the value of a Share as established by the Board for
         such date using any reasonable method of valuation.

(i)     "Incentive Award" means an Option, Phantom Stock Award, Restricted Stock
         Award  or  Rights  granted  pursuant  to  this  Plan.

(j)      "Participant" means an Eligible Person who has an outstanding Incentive
          Award.

(k)     "Phantom  Stock  Award"  means  an  award granted in accordance with the
         provisions  of Section 13 hereof, which shall entitle the Participant
         to receive from  the  Corporation cash or Shares, or a combination of
         cash or Shares, based upon  the  Fair  Market  Value  of  Shares  at
         the time of the expiration of the vesting  period  under  such  award,
         subject to the terms and conditions of the Plan.

(l)     "Phantom  Stock  Units" means the units of Phantom Stock credited to the
         Participant  under  a  Phantom  Stock  Award,  each  of  which  units
         shall be a fictitious  share  of  common  stock  which  is  the
         equivalent  of  one Share.

(m)     "Options"  means  the  Stock  Options  granted  pursuant  to  this Plan.

(n)     "Plan"  means  this  2007  Stock  Incentive  Plan  of  Sentry Technology
         Corporation,  as adopted by the Board of Directors on May 18, 2007,
         as such Plan from  time  to  time  may  be  amended.

(o)     "President"  means  the person who at the time shall be the President of
         the  Corporation.

(p)     "Restricted  Shares" means the Shares issued as a result of a Restricted
         Stock  Award.

(q)     "Restricted  Stock  Award"  means  a  grant of Shares or of the right to
         purchase Shares pursuant to Section 12 hereof.  Such Shares, when and
         if issued, shall  be  subject  to  such transfer restrictions and risk
         of forfeiture as the Board  shall  determine  at  the  time the Award
         is granted, until such specific conditions  are  met.  Such
         conditions may be based on continuing employment or achievement of
         pre-established  performance  objectives,  or  both.

(r)     "Rights"  means  stock  appreciation  rights (and refers collectively to
         both  Conjunctive  Rights  and Alternative Rights) granted pursuant to
         the Plan, which  shall  entitle  the  Participant  to receive from the
         Corporation cash or Shares  or  a  combination  of cash and Shares
         based upon the excess of the Fair Market  Value  of  Shares at the
         time of exercise over the purchase price of the Shares subject to the
         related Option, or the Fair Market Value of Shares on the date the
         Rights  were  granted,  as  the case may be, subject to the terms and
         conditions  of  the  Plan.

(s)     "Share"  means  a  share  of  common  stock  of  the  Corporation.

(t)     "Spread"  means  (i)  with respect to Conjunctive Rights and Alternative
         Rights, the excess of the Fair Market Value of one Share on the date
         of exercise of  such  Rights  over  the  purchase  price per Share
         payable under the related Option and (ii) with respect to Rights not
         granted in connection with an Option, the excess of the Fair Market
         Value of one Share on the date of exercise of such Rights  over  the
         Fair  Market  Value of one Share on the date such Rights were
         granted.

(u)     "Subsidiary"  means  any  corporation  50% or more of whose stock having
         general  voting  power  is owned by the Corporation, or by another
         Subsidiary as herein  defined,  of  the  Corporation.


     3.  Administration.  The  Plan  shall  be  administered  by  the  Board  of
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Directors  as  provided  herein.  Determinations of the Board as to any question
which may arise with respect to the interpretation of the provisions of the Plan
and Incentive Awards shall be final.  The Board may authorize and establish such
rules, regulations and revisions thereof not inconsistent with the provisions of
the  Plan,  as  it  may  deem  advisable  to  make the Plan and Incentive Awards
effective  or  provide  for their administration, and may take such other action
with  regard  to  the  Plan  and  Incentive Awards as it shall deem desirable to
effectuate  their  purpose.  Notwithstanding  any other provision of the Plan to
the  contrary,  in the case of any Incentive Award to be granted to, or which is
held by, a member of the Board, such member shall abstain from any determination
under the Plan relating to such Incentive Award unless the determination applies
to  all  Incentive  Awards  of  the  same  type  then  outstanding.

     4.  Participants.  As  determined  by  the  Board,  all  key  employees and
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directors of the Corporation or a Subsidiary, and consultants, shall be eligible
to  receive  Incentive  Awards  under  the  Plan.  The parties to whom Incentive
Awards  are  granted  under this Plan, the number of Shares subject to each such
Incentive  Award  and  the terms of the Incentive Awards, shall be determined by
the  Board in its sole discretion, subject, however, to the terms and conditions
of  this  Plan.

     5.  Shares.  Subject  to the provisions of Section 18 hereof, the Board may
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grant  Options,  Phantom Stock Awards (other than any Phantom Stock Awards which
are payable only in cash), Restricted Stock Awards and Rights with respect to an
aggregate  of  up  to 5,000,000 Shares, all of which Shares may be either Shares
held  in  treasury or authorized but unissued Shares; provided, that Alternative
Rights  shall  not  be  subject to the foregoing limitation.  If the Shares that
would  be  issued  or  transferred pursuant to any such Incentive Awards are not
issued  or  transferred  and cease to be issuable or transferable for any reason
(including the extent to which payment pursuant to a Phantom Stock Award is made
in  cash), or if Restricted Shares which are subject to a Restricted Stock Award
are forfeited and the recipient did not receive any rights of a beneficial owner
other  than  voting  rights or dividends which also are forfeited, the number of
Shares  subject  to  such  Incentive Award will no longer be charged against the
limitation  provided  for  herein  and  may  again  be made subject to Incentive
Awards;  provided,  however,  that  Shares  as  to  which  an  Option  has  been
surrendered  in  connection with the exercise of a related Right shall not again
be  available  for  the  grant  of  any  further  Incentive  Awards.

     6.  Grant  of Options.  The number of Options to be granted to any Eligible
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Person  shall be determined by the Board in its sole discretion.  At the time an
Option is granted, the Board may, in its sole discretion, designate whether such
Option  (a)  is to be considered as an incentive stock option within the meaning
of  Section  422  of  the  Code,  (b) is not to be treated as an incentive stock
option for purposes of this Plan and the Code or (c) is in part to be considered
an incentive stock option and in part is not to be considered an incentive stock
option;  provided,  however, that no Option which is intended to be an incentive
stock  option  may  be  granted  to any individual who is not an employee of the
Corporation  or  a  Subsidiary  on  the  date  of  grant.

     Notwithstanding  any  other  provision of this Plan to the contrary, to the
extent that the aggregate Fair Market Value (determined as of the date an Option
is  granted) of the Shares with respect to which Options which are designated as
(or  deemed  to  be)  incentive  stock  options  granted to an employee (and any
incentive stock options granted to such employee under any other incentive stock
option  plan  maintained  by  the  Corporation  or any Subsidiary that meets the
requirements  of  Section  422  of  the  Code)  first  become exercisable in any
calendar  year  exceeds $100,000, such Options shall be treated as Options which
are  not  incentive stock options.  Options with respect to which no designation
is made by the Board shall be deemed to be incentive stock options to the extent
that  the  $100,000 limitation described in the preceding sentence is met.  This
paragraph  shall be applied by taking options into account in the order in which
they  are  granted.

     Nothing  herein  contained  shall  be construed to prohibit the issuance of
Options  at  different  times  to  the  same  person.

     The  form  of Option shall be determined from time to time by the Board.  A
certificate  of Option signed by the Chairman of the Board or the President or a
Vice  President  of  the  Corporation, attested by the Treasurer or an Assistant
Treasurer, or Secretary or an Assistant Secretary of the Corporation and bearing
the  seal  of the Corporation affixed thereto, shall be issued to each person to
whom  an  Option  is  granted.  The certificate of Option for an Option shall be
legended  to  indicate  whether  or not the Option is an incentive stock option.

     7.  Grant  of Rights.  The Board shall have the authority in its discretion
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to  grant  to  any Eligible Person Rights which may be granted separately, or in
connection  with  an  Option at the time of grant of the Option, on a basis that
allows for the exercise of the right by the Participant or that provides for the
automatic  payment  of the Right upon a specified date or event.  Rights granted
in connection with an Option shall be granted with respect to the same number of
Shares  covered  by the Option, subject to adjustment pursuant to the provisions
of  Section  19  hereof, and may be exercised, as determined by the Board in its
discretion  at  the time of the grant of the Rights, either in conjunction with,
or  as  an  alternative  to,  the  exercise  of  the  related  Option.

     Conjunctive  Rights  ("Conjunctive  Rights")  granted in connection with an
Option  shall  entitle  the Participant to receive payment from the Corporation,
determined  as  hereinafter provided, only if and to the extent that the related
Option  is  exercisable  and  is  exercised.  Upon  any exercise of an Option in
respect  of  which  Conjunctive  Rights shall have been granted, the Participant
shall  be entitled to receive payment of an amount equal to the product obtained
by  multiplying  (i)  the  Spread,  or a portion of the Spread determined by the
Board at the time of grant, by (ii) the number of Shares in respect of which the
related  Option  shall  have  then  been  so  exercised.

     Alternative  Rights  ("Alternative  Rights")  granted in connection with an
Option  shall  entitle  the Participant to receive payment from the Corporation,
determined  as  hereinafter provided, only if and to the extent that the related
Option  is exercisable, by surrendering the Option with respect to the number of
Shares  as  to  which  such  Rights  are  then  exercised.  Upon any exercise of
Alternative  Rights,  the Participant shall be entitled to receive payment of an
amount equal to the product obtained by multiplying (i) the Spread, or a portion
of  the  Spread determined by the Board at the time of grant, by (ii) the number
of  Shares  in  respect  of  which the Rights shall have then been so exercised.

     Rights granted without relationship to an Option shall be exercisable for a
duration  determined  by the Board, but in no event more than ten years from the
date  of  grant.  Such  Rights  shall entitle the Participant, upon the exercise
thereof,  to  receive  payment  from  the  Corporation of an amount equal to the
product  obtained  by  multiplying  (i)  the  Spread, or a portion of the Spread
determined  by  the  Board at the time of grant, by (ii) the number of Shares in
respect  of  which  the  Rights  shall  have  then  been  so  exercised.

     Notwithstanding  anything contained herein, the Board may, in its sole
discretion,  limit  the  amount  payable  upon the exercise of Rights.  Any such
limitation  shall  be  determined  as  of  the  date  of  grant and noted on the
certificate  evidencing  the  grant  of  the  Rights.

     Subject  to  the  requirements  of Section 409A of the Code, payment of the
amount  determined  under  the  foregoing Rights may be made, as approved by the
Board  and  set  forth  in  the  Award Agreement, in Shares valued at their Fair
Market Value on the date of exercise or payment, in cash, or in a combination of
Shares  and  cash,  subject  to  applicable  tax  withholding  requirements.  No
fractional  Shares  shall  be issued by the Corporation, and settlement therefor
shall  be  made  in  cash.

     The  form  of Rights shall be as determined from time to time by the Board.
A  certificate of Rights signed by the Chairman of the Board or the President or
a  Vice  President,  attested  by  the  Treasurer  or an Assistant Treasurer, or
Secretary  or  an Assistant Secretary, of the Corporation and having the seal of
the  Corporation  affixed  thereto,  shall  be  delivered to each person to whom
Rights  are  granted.

     8.  Purchase  Price.  The purchase price per Share for Restricted Shares to
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be  purchased  pursuant  to  Restricted  Stock  Awards,  or for the Shares to be
purchased  pursuant to the exercise of an Option, shall be fixed by the Board at
the  time  of  the  grant  of  the  Restricted  Stock Award or Option; provided,
however,  that  the  purchase  price  per  Share  for the Shares to be purchased
pursuant  to the exercise of an incentive stock option shall be at least 100% of
the  Fair  Market  Value  of  a Share on the date such incentive stock option is
granted.  Payment  of  the  purchase  price  pursuant to Restricted Stock Awards
shall be made in cash or by check payable to the order of the Corporation, or by
such  other  method  as  the  Board  may  permit.

     9.  Duration  of  Options  and  Related Rights.  The duration of any Option
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granted  under  this  Plan shall be for a period of ten years from the date upon
which  the  Option is granted.  The duration of any Rights granted in connection
with  any  Option  shall be coterminous with the duration of the related Option.

     10.  Ten Percent Stockholders.  Notwithstanding any other provision of this
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Plan  to  the  contrary,  no Option which is intended to qualify as an incentive
stock option may be granted under this Plan to any employee who, at the time the
Option  is  granted,  owns  (including  all shares owned by or for his siblings,
spouse,  ancestors,  and  lineal  descendants)  shares  possessing  more than 10
percent  of  the total combined voting power or value of all classes of stock of
the Corporation, unless the exercise price under such Option is at least 110% of
the  Fair  Market  Value  of  a Share on the date such Option is granted and the
duration  of  such  Option  is  no  more  than  five  years.

     11.  Exercise  of Options and Rights.  Except as otherwise provided herein,
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Options  and  Rights,  after  the  grant  thereof,  shall  be exercisable by the
Participant  at  such  rate  and  times  as  may  be  fixed  by  the  Board.
Notwithstanding  the  foregoing,  all  or  any part of any remaining unexercised
Options  or  Rights  granted  to  any  person  may be exercised in the following
circumstances:  (a) immediately upon (but prior to the expiration of the term of
the  Option or Rights) the Participant's retirement from the Corporation and all
Subsidiaries  on  or  after  his 65th birthday, (b) subject to the provisions of
Section  18  hereof, upon the Disability or death of the Participant, (c) upon a
Change of Control while the Participant is employed by, or serving as a director
of,  the Corporation or a Subsidiary, or (d) upon the occurrence of such special
circumstance  or  event  as  in  the  opinion  of  the  Board  merits  special
consideration.

     For  purposes  of  the Plan, a "Change of Control" of the Corporation shall
have  occurred if:  (1) any "person" (as such term is used in Sections 13(d) and
14(d)  of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
is  or  becomes  the  "beneficial  owner"  (as  defined  in Rule 13d-3 under the
Exchange  Act),  directly  or  indirectly,  of  securities  of  the  Corporation
representing  30% or more of the combined voting power of the Corporation's then
outstanding securities; (2) during any one-year period (not including any period
prior  to  the execution of this Agreement), individuals who at the beginning of
such  period  constitute the Board cease for any reason to constitute at least a
majority  thereof;  (3)  the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a merger
or  consolidation  which  would  result  in  all  or  substantially  all  of the
individuals and entities who were the respective beneficial owners of the voting
securities  of  the Corporation outstanding immediately prior thereto continuing
to  beneficially  own  more  than 80% of the combined voting power of the voting
securities  of  the Corporation or such surviving entity outstanding immediately
after  such  merger  or  consolidation  in substantially the same proportions as
their  ownership,  immediately  prior  to  such  merger or consolidation, of the
voting  securities  of the Corporation then outstanding; or (4) the stockholders
of  the Corporation approve a plan of complete liquidation of the Corporation or
an  agreement  for  the  sale  or  disposition  by  the  Corporation  of  all or
substantially  all  of  the  Corporation's  assets.

     An  Option  shall  be  exercised  by  the delivery of a written notice duly
signed  by the Participant to such effect ("Exercise Notice"), together with the
Option  certificate and the full purchase price of the Shares purchased pursuant
to the exercise of the Option, to the Chairman of the Board or an officer of the
Corporation  appointed by the Chairman of the Board for the purpose of receiving
the  same.  Payment of the full purchase price shall be made as follows: in cash
or  by  check  payable  to  the  order  of  the  Corporation; by delivery to the
Corporation  of  Shares  which shall be valued at their Fair Market Value on the
date  of  exercise of the Option; by providing with the Exercise Notice an order
to  a  designated  broker  to  sell  part  or  all  of the Shares and to deliver
sufficient proceeds to the Corporation, in cash or by check payable to the order
of  the  Corporation,  to  pay  the  full  purchase  price of the Shares and all
applicable  withholding  taxes; or by such other methods as the Board may permit
from  time  to  time.  Any  Conjunctive  Rights  granted in connection with such
Option shall be exercised by the inclusion in the Exercise Notice of a notice of
exercise  of Rights, together with the Rights certificate and a specification of
the  percentages  of the Rights which the Participant desires to receive in cash
and  in  Shares.

     Within  a  reasonable time after the exercise of an Option, the Corporation
shall  cause  to  be delivered to the person entitled thereto, a certificate for
the  Shares purchased pursuant to the exercise of the Option and, if Conjunctive
Rights  have been exercised in connection therewith, the amount of cash and/or a
certificate  for  the  number  of Shares determined in accordance with Section 7
hereof.  If the Option and any Conjunctive Rights shall have been exercised with
respect  to  less  than  all of the Shares subject to the Option and Rights, the
Corporation  shall  also  cause to be delivered to the person entitled thereto a
new  Option  certificate  and  a  new  Rights  certificate in replacement of the
certificates  surrendered  at the time of the exercise of the Option and Rights,
indicating  the  number  of  Shares  with respect to which the Option and Rights
remain  available  for  exercise,  or the original Option certificate and Rights
certificate  shall  be  endorsed to give effect to the partial exercise thereof.

     Alternative Rights or Rights not granted in connection with an Option shall
be  exercised by the delivery of a duly signed notice in writing to such effect,
together  with the Rights certificate, and a specification of the percentages of
the  Rights  which  the  Participant  desires  to receive in cash and in Shares.
Participants  of  Alternative  Rights  shall  also  surrender the related Option
certificate.  Within  a  reasonable time thereafter, the Corporation shall cause
to  be  delivered  to  the  person entitled thereto, the amount of cash and/or a
certificate  for  the  number  of Shares determined in accordance with Section 7
hereof.  Upon  the  exercise of Alternative Rights, the number of Shares subject
to  exercise under the related Option or portion thereof shall be reduced by the
number  of  Shares  represented  by  the  Option or portion thereof surrendered.
Shares  subject  to Options or portions thereof surrendered upon the exercise of
Alternative  Rights shall not be available for subsequent Incentive Awards under
the Plan.  If the Rights shall have been exercised with respect to less than all
of  the  Shares  subject  thereto  (or  to  the  related  Option,  if  any), the
Corporation  shall  also  cause to be delivered to the person entitled thereto a
Rights  certificate  (and  an  Option  certificate,  in  the case of Alternative
Rights)  with  respect  to  the  difference  between the number of Shares of the
Rights  certificate  (and related Option certificate, if any) surrendered at the
time  of  the  exercise  of  the Rights and the number of Shares with respect to
which  the  Rights  were  so  exercised  (and the related Option, if any, was so
surrendered),  or  the  original  Rights  certificate  (and  related  Option
certificate,  if  any)  shall be endorsed to give effect to the partial exercise
(and  surrender)  thereof.

     Notwithstanding any other provision of the Plan or of any Option or Rights,
no  Option  or  Rights granted pursuant to the Plan may be exercised at any time
when  the  Option or Rights or the granting or exercise thereof violates any law
or  governmental  order  or  regulation.

     12.  Terms  and  Conditions  of  Restricted  Stock  Awards.
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          (a)     All  Restricted  Shares granted to or purchased by an Eligible
Person  pursuant  to  the  Plan  shall  be  subject to the following conditions:

          (i)     the  Restricted  Shares  may  not  be  sold,  transferred,  or
otherwise  alienated  or  hypoth-e-cated  until  the restrictions are satisfied,
removed  or  expire;

          (ii)     each  certificate  representing  Restricted  Shares  issued
pursuant  to a Restricted Stock Award under this Plan shall bear a legend making
appropriate  reference  to  the  restrictions  imposed;  and

          (iii)     the  Board  may  impose such other conditions as it may deem
advisable on any Restricted Shares granted to or purchased by an eligible person
pursuant  to  a  Restricted  Stock  Award  under  this  Plan, including, without
limitation, restrictions under the requirements of any stock exchange upon which
such  Shares  or  shares  of  the  same  class  are  then  listed, and under any
securities  law  applicable  to  such  Shares.

          (b)     The  restrictions  imposed  under  subsection  (a) hereof upon
Restricted  Stock Awards shall lapse in accordance with a schedule or such other
conditions  as  shall  be  determined by the Board, subject to the provisions of
Section  18  hereof.

          (c)     Prior  to  the satisfaction, expiration or lapse of all of the
restrictions  and conditions imposed upon Restricted Shares, a stock certificate
or  certificates  representing such Restricted Shares shall be registered in the
Participant's  name  but  shall  be  retained  by  the  Corporation  for  the
Participant's  account.  The  Participant  shall  have  the  right  to vote such
Restricted Shares and shall have all other rights and privileges of a beneficial
and  record owner with respect thereto, including, without limitation, the right
to  receive  dividends,  distributions  and  adjustments  with  respect thereto;
provided,  however,  that  such  dividends, distributions and adjustments may be
retained  by  the  Corporation for the Participant's account and for delivery to
the  Participant,  together  with  the  stock  certificate  or  certificates
representing  such  Restricted  Shares,  as  and  when  said  restrictions  and
conditions  shall  have  been  satisfied,  expired  or  lapsed.

     13.  Terms  and  Conditions  of Phantom Stock Awards.  The Board shall have
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the  authority  in  its discretion to grant to any Eligible Person Phantom Stock
Awards  which  shall  be  subject  to  the  following  conditions:

          (a)     The  Phantom  Stock Units credited to the Participant shall be
subject to a vesting period which shall mean a period commencing on the date the
Award is granted and ending in accordance with a schedule or other conditions as
determined  by  the  Board, subject to the provisions of Section 17 hereof.  The
Board may provide for the expiration of the vesting period in installments where
deemed  appropriate.

          (b)     A  Phantom Stock Award shall entitle the Participant, upon the
expiration  of the vesting period, to receive payment from the Corporation of an
amount equal to the product obtained by multiplying (i) the Fair Market Value of
one  Share  on  the  date of such expiration by (ii) the number of Phantom Stock
Units  in  respect  of  which  the  vesting period shall have then expired.  The
payment of such amount may be made solely in cash, or solely in Shares valued at
their Fair Market Value on the date of expiration of the vesting period, or in a
combination  of  cash  and  Shares,  subject to such terms and conditions as are
determined  by  the Board; provided, however, that no fractional Shares shall be
issued  by  the  Corporation,  and  settlement  therefor  shall be made in cash.

          (c)     The  Board  may  impose  such  other conditions as it may deem
advisable  on  any  Shares which may be issued pursuant to a Phantom Stock Award
under  this  Plan,  including,  without  limitation,  restrictions  under  the
requirements  of any stock exchange upon which such Shares or shares of the same
class  are  then listed, and under any securities law applicable to such Shares.

          (d)     Prior  to the expiration of the vesting period under a Phantom
Stock  Award,  amounts  equal  to the dividends payable with respect to the same
number  of  shares  as the number of Phantom Stock Units as to which the vesting
period has not expired shall be credited to the Participant's account under such
Award;  provided, however, that such dividend-equivalent amounts may be retained
by  the  Corporation  for  the  Participant's  account  and  for delivery to the
Participant  only  as  and  when  said  vesting  period  shall  have  expired.

     14.  Options  Granted  by Other Corporations.  Options may be granted under
          ---------------------------------------
the  Plan from time to time in substitution for Options held by employees of the
Corporation  or  any  Subsidiary  as  a result of any "corporate transaction" as
defined  in  the Treasury Regulations promulgated under Section 424 of the Code.

     15.  Consideration for Incentive Awards.  The Corporation shall obtain such
          ----------------------------------
consideration for the grant of an Incentive Award as the Board in its discretion
may  determine.

     16.  Non-transferability  of  Incentive  Awards.  Options,  Phantom  Stock
          ------------------------------------------
Awards  and  Rights  shall  not be transferable or assignable by the Participant
except  to  the extent that the Estate or heirs of a deceased Participant may be
permitted  to  exercise them.  Restricted Stock Awards shall not be transferable
or  assignable  by the Participant, except that any Restricted Shares subject to
restrictions  at  the  time  of  the  Participant's  death  (and  any dividends,
distributions  and adjustments with respect thereto) shall be transferred to the
Participant's Estate or heirs.  Incentive Awards may be exercised or surrendered
during  the  Participant's  lifetime  only  by  the  Participant.

     17.  Termination  of  Employment or Service.  All or any part of any Option
          --------------------------------------
and/or  Rights, to the extent unexercised, shall terminate immediately, upon the
cessation  or  termination for any reason of the Participant's employment by, or
service  as  a  director  of, the Corporation or any Subsidiary, except that the
Participant  may  exercise  within  ninety (90) days after such cessation of his
employment  or  service with the Corporation or its Subsidiaries, and no longer,
any  unexercised Option and/or Rights that he could have exercised on the day on
which  such  employment  terminated;  provided,  that  such  exercise  must  be
accomplished  prior  to  the  expiration  of the term of such Option and Rights.
Notwithstanding  the foregoing, if the cessation of employment or service is due
to  retirement  on  or  after  attaining the age of sixty-five (65) years, or to
Disability  or  to death, the Participant or the representative of the Estate or
the  heirs  of a deceased Participant shall have the privilege of exercising the
Options  and  Rights which are unexercised at the time of such retirement, or of
such  Disability  or  death;  provided,  however,  that  such  exercise  must be
accomplished  prior to the expiration of the term of such Option and Rights, and
in  the  case  of  statutory  Incentive  Stock  Options  only  by the heirs upon
distribution from the administrator of the estate and (a) within three months of
the  Participant's  retirement;  (b)  within  twelve months of the Participant's
Disability,  or  (c) within [eighteen] months of the Participant's death, as the
case  may  be.  If  the  employment  or  service  of  any  Participant  with the
Corporation  or  a  Subsidiary  shall be terminated because of the Participant's
violation  of  the  duties  of  such  employment  with  the  Corporation  or its
Subsidiaries  as he may from time to time have, the existence of which violation
shall  be determined by the Board in its sole discretion and which determination
by  the  Board  shall  be conclusive, all unexercised Options and Rights of such
Participant  shall  terminate  immediately  upon  the  termination  of  the
Participant's  employment or service with the Corporation or a Subsidiary, and a
Participant  whose employment or service with the Corporation or a Subsidiary is
so  terminated  shall  have  no  right  after  such  termination to exercise any
unexercised  Option  or Rights he may have exercised prior to the termination of
his  employment  or  service  with  the  Corporation  or  a  Subsidiary.

     Except as hereinafter provided, if a Participant holding a Restricted Stock
Award  shall  voluntarily  or  involuntarily  leave the employ or service of the
Corporation  or  any  Subsidiary,  all  such  Restricted  Shares  subject  to
restrictions  at  the  time  his  employment  or  service  terminates  (and  any
dividends,  distributions  and  adjustments  retained  by  the  Corporation with
respect thereto) shall be forfeited and any consideration received therefor from
the  Participant  shall  be  returned  to  the Participant.  Notwithstanding the
foregoing,  all  restrictions to which Restricted Stock Awards are subject shall
lapse  (a) upon the death or Disability of the Participant, (b) upon a Change of
Control  while the Participant is employed by, or serving as a direction of, the
Corporation  or  a  Subsidiary,  or  (c)  upon  the  occurrence  of such special
circumstance  or  event  as  in  the  opinion  of  the  Board  merits  special
consideration.

     Except  as  hereinafter  provided, if a Participant holding a Phantom Stock
Award  shall  voluntarily  or  involuntarily  leave the employ or service of the
Corporation and its Subsidiaries prior to the complete expiration of the vesting
period,  all  amounts  theretofore  remaining  payable  pursuant  to  such Award
(including  any  dividend-equivalent  amounts  retained  by the Corporation with
respect thereto) shall be forfeited.  Notwithstanding the foregoing, the vesting
period  under  a  Phantom  Stock  Award shall completely expire, and all amounts
remaining  payable  thereunder shall be payable (a) upon the death or Disability
of  the  Participant,  (b)  upon  a  Change  of Control while the Participant is
employed  by,  or  serving as a director of, the Corporation or a Subsidiary, or
(c)  upon the occurrence of such special circumstance or event as in the opinion
of  the  Board  merits  special  consideration.

     18.  Adjustment  Provision.  If  prior  to  the  complete  exercise  of any
          ---------------------
Option,  or  prior  to  the  satisfaction,  expiration  or  lapse  of all of the
restrictions  and conditions imposed pursuant to a Restricted Stock Award, there
shall  be  declared  and  paid a stock dividend upon the Shares or if the Shares
shall be split up, converted, exchanged, reclassified, or in any way substituted
for,

          (a)  in  the case of an Option, then the Option, to the extent that it
has  not  been exercised, shall entitle the Participant upon the future exercise
of  the  Option  to such number and kind of securities or cash or other property
subject  to  the terms of the Option to which he would have been entitled had he
actually  owned  the  Shares subject to the unexercised portion of the Option at
the  time  of  the  occurrence  of  such  stock  dividend, split-up, conversion,
exchange,  reclassification  or  substitution,  and the aggregate purchase price
upon  the  future  exercise of the Option shall be the same as if the originally
optioned  Shares  were  being  purchased  thereunder;  and

          (b)  in the case of a Restricted Share issued pursuant to a Restricted
Stock  Award,  the  Participant holding such Award shall receive, subject to the
same  restrictions  and other conditions of such Award as determined pursuant to
the  provisions  of Section 12, the same securities or cash or other property as
are  received  by  the Participants of the Corporation's Shares pursuant to such
stock  dividend,  split-up,  conversion,  exchange,  reclassification  or
substitution.

Any  fractional shares or securities issuable upon the exercise of the Option as
a  result of such adjustment shall be payable in cash based upon the Fair Market
Value  of  such  shares or securities at the time of such exercise.  If any such
event  should occur, the number of Shares with respect to which Incentive Awards
remain  to be issued, or with respect to which Incentive Awards may be reissued,
shall  be  adjusted  in  a  similar  manner.

     In  addition  to  the  adjustments provided for in the preceding paragraph,
upon  the occurrence of any of the events referred to in said paragraph prior to
the  complete exercise of any Rights, or prior to the complete expiration of the
vesting  period  under a Phantom Stock Award, the Board, in its sole discretion,
shall  determine the amount of cash and/or number of Shares or other property to
which  the  Participant  shall  be entitled upon their exercise, or to which the
Participant shall be entitled upon the expiration of the vesting period, so that
there shall be no increase or dilution in the cash and/or value of the Shares or
other  property  to  which  the  Participant shall be entitled by reason of such
events.

     Notwithstanding  any  other  provision  of  the  Plan,  in  the  event of a
recapitalization,  merger,  consolidation,  rights  offering,  separation,
reorganization or liquidation, or any other change in the corporate structure or
outstanding  Shares, the Board may make such equitable adjustments to the number
of  Shares  and  the  class  of shares available hereunder or to any outstanding
Incentive Awards as it shall deem appropriate to prevent dilution or enlargement
of  rights.

     Notwithstanding  the  foregoing,  upon  the  occurrence of a termination of
employment  or  service  of an Option Participant in connection with a Change of
Control, in lieu of Shares issuable upon exercise of outstanding Options granted
to  such  Option Participant hereunder, such Option Participant shall receive an
amount  in  cash  equal  to  the  product  of (1) in the case of incentive stock
options  the  excess  of the Fair Market Value of the Shares on the date nearest
the  date  of such termination and, in the case of all other Options, the higher
of such Fair Market Value on such date or the highest per share price for Shares
actually  paid in connection with any Change of Control of the Corporation, over
the  per  Share  Option  price  of  each  Option held by such Option Participant
(whether or not then fully exercisable), and (2) the number of Shares covered by
each  such  Option; provided, however, that such an Option Participant shall not
be  entitled  to such cash in lieu of Shares if the transaction resulting in the
Change  of  Control  was  approved by a majority of the Continuing Directors (as
such  term  is  defined in the Certificate of Incorporation of the Corporation).

     19.  Issuance  of  Shares  and  Compliance  with  Securities  Act.  The
          ------------------------------------------------------------
Corporation  may  postpone  the  issuance and delivery of Shares pursuant to the
grant  or exercise of any Incentive Award until (a) the admission of such Shares
to  listing on any stock exchange on which Shares of the Corporation of the same
class  are  then  listed,  and  (b) the completion of such registration or other
qualification  of such Shares under any State or Federal law, rule or regulation
as  the  Corporation  shall  determine  to  be  necessary  or  advisable.  Any
Participant shall make such representations and furnish such information as may,
in  the  opinion  of  counsel  for the Corporation, be appropriate to permit the
Corporation, in the light of the then existence or non-existence with respect to
such  Shares  of an effective Registration Statement under the Securities Act of
1933,  as  from time to time amended (the "Securities Act"), to issue the Shares
in  compliance  with the provisions of the Securities Act or any comparable act.
The  Corporation  shall  have  the  right, in its sole discretion, to legend any
Shares  which  may  be issued pursuant to the grant or exercise of any Incentive
Award,  or  may  issue  stop  transfer  orders  in  respect  thereof.

     20.  Income  Tax  Withholding.  If the Corporation or a Subsidiary shall be
          ------------------------
required  to  withhold  any amounts by reason of any Federal, State or local tax
rules  or regulations in respect of the issuance of Shares pursuant to the grant
or  exercise  of any Incentive Award, the Corporation or the Subsidiary shall be
entitled  to  deduct and withhold such amounts from any cash payments to be made
to  the  Participant.  In any event, the Participant shall make available to the
Corporation  or  Subsidiary,  promptly when requested by the Corporation or such
Subsidiary,  sufficient  funds to meet the requirements of such withholding; and
the Corporation or Subsidiary shall be entitled to take and authorize such steps
as  it  may  deem  advisable  in  order to have such funds made available to the
Corporation  or  Subsidiary out of any funds or property due or to become due to
the  Participant.

     21.  Amendment  of  the Plan.  Except as hereinafter provided, the Board of
          -----------------------
Directors  may  at  any  time withdraw or from time to time amend the Plan as it
relates  to,  and  the  terms  and  conditions  of,  any  Incentive  Awards  not
theretofore  granted,  and  the  Board  of  Directors,  with  the consent of the
affected  Participant,  may  at any time withdraw or from time to time amend the
Plan  as  it  relates  to,  and  the  terms  and  conditions of, any outstanding
Incentive  Award.  Notwithstanding  the foregoing, any amendment by the Board of
Directors  which would increase the number of Shares issuable under the Plan, or
change  the  class  of  Eligible Persons shall be subject to the approval of the
stockholders  of  the  Corporation  within  one  year  of  such  amendment.

     22.  No  Right of Employment or Service.  Nothing contained herein or in an
          ----------------------------------
Incentive  Award  shall  be  construed to confer on any employee or director any
right  to  be  continued  in  the  employ  or  service of the Corporation or any
Subsidiary  or  derogate from any right of the Corporation and any Subsidiary to
retire,  request  the  resignation  of  or  discharge  such employee or director
(without  or  with  pay),  at  any  time,  with  or  without  cause.

     23.  Effective  Date.  This  Plan  is  conditioned upon its approval by the
          ---------------
stockholders  of  the  Corporation  on or before May 18, 2007, at any special or
annual  meeting of the stockholders of the Corporation, except that this Plan is
adopted and approved by the Board of Directors effective May 18, 2007, to permit
the  grant  of  Incentive  Awards  prior  to  the  approval  of  the Plan by the
stockholders  of  the  Corporation as aforesaid.  In the event that this Plan is
not  approved by the stockholders of the Corporation as aforesaid, this Plan and
any  incentive Awards granted hereunder shall be void and of no force or effect.
Notwithstanding any other provision of the Plan to the contrary, in no event may
any  Options or Rights be exercised prior to the date of stockholder approval as
aforesaid.

     24.  Final  Issuance  Date.  No  Incentive Award shall be granted under the
          ---------------------
Plan  after  May  18,  2017.

     25.  Deferrals  of  Payment.  The Board may in its discretion permit a
          ----------------------
Participant  to  defer  the  receipt of payment of cash or delivery of shares of
Common  Stock  that  would  otherwise be due to the Participant by virtue of the
exercise  of  a  right  or  the satisfaction of vesting or other conditions with
respect  to  an Award. If any such deferral is to be permitted by the Board, the
Board shall establish rules and procedures relating to such deferral in a manner
intended to comply with the requirements of Section 409A of the Code, including,
without  limitation,  the  time  when an election to defer may be made, the time
period  of  the  deferral  and  the  events  that would result in payment of the
deferred amount, the interest or other earnings attributable to the deferral and
the  method  of  funding,  if  any,  attributable  to  the  deferred  amount.

     26.  Section 409A Compliance. To the extent applicable, it is intended that
          -----------------------
the  Plan  and all Awards hereunder comply with the requirements of Section 409A
of  the  Code,  and  the  Plan and all Award Agreements shall be interpreted and
applied  by  the Board in a manner consistent with this intent in order to avoid
the  imposition  of  any  additional  tax under Section 409A of the Code. In the
event  that any provision of the Plan or an Award Agreement is determined by the
Board  to  not  comply  with  the applicable requirements of Section 409A of the
Code,  the  Board shall have the authority to take such actions and to make such
changes to the Plan or an Award Agreement as the Board deems necessary to comply
with  such requirements, provided that no such action shall adversely affect any
outstanding  Award  without  the  consent  of  the  affected  Participant.
Notwithstanding  the  foregoing  or  anything  elsewhere in the Plan or an Award
Agreement to the contrary, if a Participant is a "specified employee" as defined
in  Section  409A of the Code at the time of termination of Service with respect
to  an Award, then solely to the extent necessary to avoid the imposition of any
additional  tax under Section 409A of the Code, the commencement of any payments
or  benefits under the Award shall be deferred until the date that is six months
following  the  Participant's  termination  of  Service (or such other period as
required  to  comply  with  Section  409A).