EXHIBIT 4.1(b)

                           ORBIT INTERNATIONAL CORP.
                2009 INDEPENDENT DIRECTORS INCENTIVE STOCK PLAN
       (Approved and adopted by the Board of Directors on March 5, 2009)
                              STATEMENT OF PURPOSE
     The  Orbit  International  Corp. 2009 Independent Directors Incentive Stock
Plan  is  intended  to afford an incentive to non-employee directors retained by
Orbit International Corp. (the "Company") and its subsidiaries and affiliates to
acquire  a proprietary interest in the Company and to enable the Company and its
subsidiaries  and  affiliates  to  attract  and  retain  such  persons.

                                  DEFINITIONS

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

a.     "Award" means a Stock Option, Stock Appreciation Right or Restricted
Stock.

b.     "Board" means the Board of Directors of the Company.

c.     "Change of Control" has the meaning set forth in Section 4.2.1.

d.     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.

e.     "Committee" means the Committee referred to in Section 3.1.

f.     "Common Stock" means common stock, par value $.10 per share, of the
Company.

g.     "Company" means Orbit International Corp., a Delaware corporation.

h.     "Eligible Persons" means the Eligible Persons referred to in Section 2 of
the Plan.

i.     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor thereto.

j.     "Fair  Market Value" means, as of any given date, (i) if the Common Stock
is  listed  or  admitted to trade on a national securities exchange, the closing
price of the Common Stock on the Composite Tape, as published in The Wall Street
Journal, of the principal national securities exchange on which the Common Stock
is  so  listed or admitted to trade, on such date, or, if there is no trading of
the  Common  Stock  on  such date, then the closing price of the Common Stock as
quoted  on  such  Composite  Tape  on the next preceding date on which there was
trading  in  such  shares; (ii) if the Common Stock is not listed or admitted to
trade  on  a  national securities exchange, the mean between the closing bid and
asked  price  for  the  Common  Stock  on  such  date,  as  furnished  by  the
Over-The-Counter  Bulletin Board (the "OTCBB") maintained by FINRA; (iii) if the
Common  Stock  is  not  listed  or  admitted  to  trade on a national securities
exchange  and  closing  bid and asked prices are not furnished by the OTCBB, the
mean  between the closing bid and asked price for the Common Stock on such date,
as  furnished  by  the Pink Sheets, LLC ("Pink Sheets") or similar organization;
and  (iv)  if  the  stock  is  not  listed  or  admitted  to trade on a national
securities  exchange  and  if  bid and asked prices for the Common Stock are not
furnished  by  the  OTCBB,  Pink  Sheets  or  a  similar organization, the value
established  in  good  faith by the Committee taking into account such facts and
circumstances  deemed to be material by the Committee to the value of the Common
Stock  in  the  hands  of  the  Eligible  Person.

     Notwithstanding  the foregoing, for purposes of granted Non-Qualified Stock
Options or Stock Appreciation Rights, Fair Market Value of Common Stock shall be
determined  in accordance with the requirements of Code Section 409A, consistent
with  the  provisions  of Treasury Department Regulations 1.409A-1(b)(5)(iv)(A).

k.     "Non-Qualified  Stock  Option"  means  any  Stock  Option  that is not an
Incentive  Stock  Option.

l.     "Performance  Goals"  means  the  performance  goals  established  by the
Committee  in  connection  with  the  grant  of  Restricted  Stock.

m.     "Plan"  means  the  Orbit  International Corp. 2009 Independent Directors
Incentive  Stock  Plan, as set forth herein and as hereinafter amended from time
to  time.

n.     "Qualified  Performance-Based  Award"  means an Award of Restricted Stock
designated  as  such  by  the  Committee  at  the  time  of  grant, based upon a
determination  that  (i)  the recipient is or may be a "covered employee" within
the  meaning  of  Section 162(m)(3) of the Code in the year in which the Company
would expect to be able to claim a tax deduction with respect to such Restricted
Stock and (ii) the Committee wishes such Award to qualify for the Section 162(m)
Exemption.

o.     "Restricted  Stock"  means  an  Award  granted  under  Section  6.

p.     "Stock  Appreciation  Right"  means  an  Award  granted  under Section 5.

q.     "Stock  Option"  means  an  Award  granted  under  Section  4.

r.     "Subsidiary"  shall  have  the  meaning  given  to  the  term "Subsidiary
corporation"  in  Section  424(f)  of  the  Code.

s.     "Termination  of  Service"  means  the  termination  of the participant's
service  as  a director of the Company or any of its Subsidiaries. A participant
who is a director of a Subsidiary shall also be deemed to incur a Termination of
Service  if  the  Subsidiary ceases to be such a Subsidiary, and the participant
does  not  immediately  thereafter  become  a director of the Company or another
Subsidiary.  Temporary  absences  from  service  because of illness, vacation or
leave  of absence and transfers among the Company and its Subsidiaries shall not
be  considered  Terminations  of  Service.  If so determined by the Committee, a
participant shall be deemed not to have incurred a Termination of Service if the
participant  enters  into  a contract with the Company or a Subsidiary providing
for  the  rendering  by the participant of consulting services to the Company or
such  Subsidiary  on  terms  approved  by the Committee; however, Termination of
Service  of  the  participant  shall  occur  when  such contract ceases to be in
effect.


     In addition, certain other terms used herein have definitions given to them
in  the  first  place  in  which  they  are  used.





                             STATEMENT OF THE PLAN

1.     SHARES SUBJECT TO THE PLAN.

     Subject to the provisions of Section 7, the maximum number of shares which
may be issued under the Plan shall be one hundred thousand (100,000) shares of
Common Stock, par value $.10 per share, of the Company (the "Shares"). The
Company shall at all times while the Plan is in effect reserve such number of
shares of Common Stock as will be sufficient to satisfy the requirements of
outstanding Awards granted under the Plan. The Shares subject to the Plan shall
be either authorized and unissued shares or treasury shares of Common Stock.  If
any Award is forfeited, or if any Stock Option (and related Stock Appreciation
Right, if any) terminates, expires or lapses  for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part, or if any Stock Appreciation Right is exercised for cash, the unpurchased
Shares subject to such Awards shall again be available for distribution under
the Plan.  No more than 40% of the shares of Common Stock available for grant
under the Plan as of the first day of any calendar year in which the Plan is in
effect shall be utilized in that fiscal year for the grant of Awards in the form
of Restricted Stock.

2.     ELIGIBILITY.

     Awards may be granted only to directors of the Company who are not
employees of the Company or its Subsidiaries, to the extent not prohibited by
law ("Eligible Persons"). As used in this Plan, the term "Subsidiaries" shall
include Subsidiaries of a Subsidiary.

3.     ADMINISTRATION OF THE PLAN.

     3.1.     The  Plan  shall  be  administered  by  either  the  full Board of
Directors  or by a committee (either the full Board or the committee is referred
to  hereinafter as the "Committee") composed of at least two employee directors,
each  of  whom  shall  be a disinterested person under the Plan, which Committee
shall  be appointed by and serve at the pleasure of the Board. Within the limits
of the express provisions of the Plan, the Committee shall have the authority to
determine, in its absolute discretion, (i) the individuals to whom, and the time
or  times  at  which  Awards  shall  be granted, (ii) whether and to what extent
Non-Qualified  Stock  Options, Stock Appreciation Rights and Restricted Stock or
any  combination thereof are to be granted hereunder, (iii) the number of Shares
to  be covered by each Award granted hereunder, (iv) subject to Sections 4.7 and
6.3(G),  the  terms and conditions of any Award granted hereunder including, but
not  limited  to,  the  option  price,  any  vesting  condition,  restriction or
limitation  (which  may  be  related  to the performance of the participant, the
Company  or any Subsidiary), and any vesting, acceleration, forfeiture or waiver
regarding any Award and the shares of Common Stock relating thereto, (v) modify,
amend  or adjust the terms and conditions of any Award, at any time or from time
to  time,  including  but  not limited to, Performance Goals; provided, however,
                                                              --------  -------
that  the  Committee  may  not adjust upwards the amount payable with respect to
Qualified  Performance-Based  Awards  or  waive  or  alter the Performance Goals
associated  therewith  or  cause  such  Restricted  Stock  to  vest earlier than
permitted  by  Section 6.3(H), and (vi) under what circumstances an Award may be
settled  in  cash  or  Common  Stock  under  Sections 6.3(B) and 10.2, provided,
                                                                       --------
however,  that  the  Committee  shall not have such power to the extent that the
-------
mere  possession  (as  opposed  to  the  exercise) of such power would result in
adverse  tax  consequences to any participant under Code Section 409A. In making
such  determinations,  the  Committee  may take into account such factors as the
Committee,  in  its  absolute  discretion,  shall  deem relevant. Subject to the
express  provisions  of the Plan, the Committee shall also have the authority to
interpret  the  Plan,  to  prescribe,  amend  and  rescind rules and regulations
relating  to  it, to determine the terms and provisions of the respective option
instruments  or  agreements  (which need not be identical) and to make all other
determinations  and  take  all  other  actions  necessary  or  advisable for the
administration  of  the  Plan.  The  Committee's  determinations  on the matters
referred  to  in  this  Section  3.1 shall be conclusive. Any determination by a
majority  of  the  members of the Committee shall be deemed to have been made by
the  whole  Committee.

     3.2.     Each  member  of  the  Committee  shall  be  indemnified  and held
harmless  by  the  Company  against any cost or expense (including counsel fees)
reasonably  incurred  by  such  member,  or liability (including any sum paid in
settlement  of  a claim with the approval of the Company) arising out of any act
or  omission  to  act  in  connection  with  the Plan unless arising out of such
member's own fraud or bad faith, to the extent permitted by applicable law. Such
indemnification  shall  be  in  addition  to  any  rights of indemnification the
members may have as directors or otherwise under the By-laws of the Company, any
agreement  or  vote  of  stockholders  or  disinterested directors or otherwise.

4.     STOCK  OPTIONS.

     Stock  Options  may be granted alone or in addition to other Awards.  Stock
Options  granted  hereunder  can only be Non-Qualified Stock Options.  Any Stock
Option granted hereunder shall be in such form as the Committee may from time to
time  approve.  Stock  Options  granted  under  the Plan shall be subject to the
following  terms  and  conditions  and  shall  contain such additional terms and
conditions  as  the  Committee  shall  deem  desirable:

     4.1.     Stock Option Exercise Price.  Subject to adjustments in accordance
with Sections 7 and 8, the exercise price of each Stock Option granted under the
Plan  shall  be  set  forth  in the applicable Option Agreement, but in no event
shall such price be less than the Fair Market Value of the Shares subject to the
Stock  Option  on the date the Stock Option is granted. The Fair Market Value of
the Shares shall be determined in good faith by the Committee, with the approval
of  the  Board,  in  accordance  with  the  Plan  and  in  accordance  with  the
requirements  of  Code  Sections  409A  and the Treasury Regulations thereunder.

     4.2     Exercise  of  Stock  Options.

     4.2.1.     Subject  to the provisions in this Section 4.3 and in Section 9,
Stock  Options  may  be  exercised  in  whole or in part.  The Committee, in its
absolute discretion, shall determine the time or times at which any Stock Option
granted  under  the  Plan  may  be exercised; provided, however, that each Stock
Option:

          (A)     shall be exercisable by a participant only if such participant
was  an Eligible Person at all times beginning from the date of the grant of the
Option  to  a  date  not more than three months (except as otherwise provided in
Section  8)  before  exercise  of  such  Stock  Option;

          (B)     may  not  be exercised prior to the expiration of at least one
year from the date of grant except in the case of the death or disability of the
participant  or  otherwise  with  the  approval of the Committee or the Board of
Directors  or, if the option agreement evidencing such Stock Option so provides,
upon  a  "Change  of  Control"  as  defined  below;

          (C)     shall  expire  no  later than the expiration of ten years from
the  date  of  its  grant;  and



          (D)     shall  not  be  exercisable  by  a  participant  until  such
participant  executes  and  delivers a written representation to the effect that
such  participant  is acquiring the Common Stock for investment and not with the
intent of distributing the same (unless such Common Stock shall be appropriately
registered  under  the  Securities  Act  of  1933,  as  amended,  or exempt from
registration  thereunder).

     A  "Change  of  Control"  as used in this Section 4.3 shall mean any of the
         -------------------
following:

          (i)     any  consolidation, merger or sale of the Company in which the
Company  is  not  the  continuing  or surviving corporation or pursuant to which
shares  of the Company's stock would be converted into cash, securities or other
property;  or

          (ii)     the  stockholders of the Company approve an agreement for the
sale,  lease,  exchange  or  other  transfer  (in one transaction or a series of
related  transactions) of all or substantially all of the assets of the Company;
or

          (iii)     any  approval by the stockholders of the Company of any plan
or  proposal  for  the  liquidation  or  dissolution  of  the  Company;  or

          (iv)     the  acquisition  of beneficial ownership (within the meaning
of  Rule  13d-3  under  the  Exchange  Act of an aggregate of 30% or more of the
voting power of the Company's outstanding voting securities by any single person
or  group (as such term is used in Rule 13d-3 under the Exchange Act) during the
12-month  period  ending  on  the  date  of  the latest acquisition, unless such
acquisition  was  approved  by  the Board of Directors prior to the consummation
thereof);  or

          (v)     the  appointment  of  a  trustee  in  a  Chapter 11 bankruptcy
proceeding  involving  the Company or the conversion of such a proceeding into a
case  under  Chapter  7.

     4.2.2.     Stock  Options  granted under the Plan shall be exercised by the
delivery  by  the holder thereof to the Company at its principal offices (to the
attention  of  the  Secretary)  of  written  notice of the number of Shares with
respect  to which the Stock Option is being exercised, accompanied by payment in
full of the Stock Option exercise price of such Shares. The exercise price shall
be  payable in cash by a certified or bank check or such other instrument as the
Company  may  accept;  provided,  however,  that  in  lieu of payment in cash, a
                       --------   -------
participant  may,  with  the  approval  of  the  Company's  Board  and  on  the
recommendation  of  the  Committee,  pay  for  all  or  part of the Shares to be
purchased  upon  exercise  of  such  participant's  Stock  Option  by:

          (A)     tendering  to the Company shares of the Company's Common Stock
owned by such participant and having a Fair Market Value (as determined pursuant
to  Section 4.1) equal to the exercise price (or the balance thereof) applicable
to  such  participant's  Stock  Option;  or

          (B)     complying  with  any  exercise and sell (or cashless exercise)
program  which  the  Company  has  established  with  a  broker-dealer.



     4.2.3.     The  holder  of  an  option  shall  have none of the rights of a
stockholder  with  respect  to  the Shares covered by such holder's option until
such  Shares  shall  be issued to such holder upon the exercise of such holder's
option.

     4.3.     Termination  of  Service.  In  the  event  that  the service of an
individual  to  whom  a  Stock  Option  has  been  granted  under the Plan shall
terminate  (otherwise  than  by  reason  of  such  individual's  death  or total
disability,  or  for  cause), such option may be exercised (if and to the extent
that  such  individual  was entitled to do so at the date of termination of such
individual's  service)  at any time within twelve months after such termination,
but  in  no  event  after  the  expiration  of the term of the option. No option
granted  under  the Plan may be exercised by a participant following termination
of  such  participant's  service  for  cause. "Termination for cause" shall mean
dismissal  for dishonesty, conviction or confession of a crime punishable by law
(except  minor  violations),  fraud,  misconduct  or  disclosure of confidential
information.  If  the  service  of an individual to whom a Stock Option has been
granted under the Plan shall be suspended pending an investigation of whether or
not  the individual shall be terminated for cause, all of the individuals rights
under any option granted hereunder likewise shall be suspended during the period
of  investigation.

     4.4.     Death  or Total Disability of a Stock Option Holder.  In the event
of  the  death  or  total disability of an individual to whom a Stock Option has
been  granted  under  the  Plan (i) while serving as an Eligible Person; or (ii)
within three months after the termination of such service, other than for cause,
such  option may be exercised (if and to the extent that the deceased individual
was  entitled  to  do  so  at  the  date  of  such  individual's  death or total
disability) by a legatee or legatees of such participant under such individual's
last  will  and  testament  or  by such individual's personal representatives or
distributees,  at any time within twelve months after such individual's death or
total  disability,  but  in  no  event  after  the expiration of the term of the
option.

     As  used  in  this  Plan, the term "total disability" refers to a mental or
physical  impairment  of  the individual which has lasted or is expected to last
for a continuous period of twelve months or more and which causes the individual
to  be  unable,  in  the  opinion  of  the  Company and two (if more than one is
required  by  the  Company  in  its  sole discretion) independent physicians, to
perform  such  individual's  duties  for  the  Company  and to be engaged in any
substantial  gainful activity. Total disability shall be deemed to have occurred
on  the first day after the Company and the two (if more than one is required by
the  Company in its sole discretion) independent physicians have furnished their
opinion  of  total  disability  to  the  Committee.

     4.5.     Non-transferability  of Stock Options. A Stock Option shall not be
transferable  otherwise than by will or the laws of descent and distribution and
is  exercisable during the lifetime of the Eligible Person only by such Eligible
Person  or  such  Eligible  Person's  guardian  or  legal  representative.
Notwithstanding  the foregoing, the Committee shall have discretionary authority
to  grant Stock Options which will be transferable to members of a participant's
immediate  family,  including  trusts for the benefit of such family members and
partnerships  in  which such family members are the only partners. A transferred
option  would  be  subject  to  all  of the same terms and conditions as if such
option  had  not  been  transferred. Upon any attempt to transfer a Stock Option
granted  under this Plan otherwise than as permitted hereunder, or upon the levy
of  attachment  or  similar  process  upon  such  option,  such  option  shall
automatically  become  null  and  void  and  of  no  further  force  and effect.

     4.6.     Evidence  of  Stock Option Grant.  Each option granted pursuant to
the Plan shall be evidenced by an agreement (the "Option Agreement") which shall
clearly identify the status of the Stock Options granted thereunder.  The Option
Agreement shall comply in all respects with the terms and conditions of the Plan
and  may  contain  such  additional  provisions,  including, without limitation,
restrictions  upon  the  exercise  of  the  option,  as the Committee shall deem
advisable.

5.     STOCK  APPRECIATION  RIGHTS

     5.1.     Grant  and  Exercise.  Stock Appreciation Rights may be granted in
conjunction  with all or part of any Stock Option granted under the Plan. In the
case  of  a  Non-Qualified Stock Option, such rights may be granted either at or
after  the time of grant of such Stock Option.  A Stock Appreciation Right shall
terminate  and  no longer be exercisable upon the termination or exercise of the
related  Stock  Option.

     A  Stock Appreciation Right may be exercised by a participant in accordance
with  Section  5.2  by  surrendering the applicable portion of the related Stock
Option  in  accordance  with  procedures established by the Committee. Upon such
exercise  and  surrender, the participant shall be entitled to receive an amount
determined  in  the  manner  prescribed in Section 5.2. Stock Options which have
been  so  surrendered  shall  no longer be exercisable to the extent the related
Stock  Appreciation  Rights  have  been  exercised.

     5.2.     Terms  and  Conditions. Stock Appreciation Rights shall be subject
to  such terms and conditions as shall be determined by the Committee, including
the  following:

          (A)     Stock  Appreciation  Rights  shall be exercisable only at such
time  or times and to the extent that the Stock Options to which they relate are
exercisable  in  accordance with the provisions of Section 4 and this Section 5.

          (B)     Upon the exercise of a Stock Appreciation Right, a participant
shall  be entitled to receive an amount in cash, shares of Common Stock or both,
in  value  equal  to  the excess of the Fair Market Value of one share of Common
Stock  over  the  option  price  per share specified in the related Stock Option
multiplied  by  the  number of shares in respect of which the Stock Appreciation
Right  shall  have  been  exercised,  with  the  Committee  having  the right to
determine  the  form  of  payment.

          (C)     Stock  Appreciation  Rights  shall  be  transferable  only  to
permitted  transferees of the underlying Stock Option in accordance with Section
4.5.

          (D)     Upon  the  exercise  of  a Stock Appreciation Right, the Stock
Option  or  part thereof to which such Stock Appreciation Right is related shall
be  deemed to have been exercised for the purpose of the limitation set forth in
Section  1  on the number of shares of Common Stock to be issued under the Plan,
but only to the extent of the number of shares covered by the Stock Appreciation
Right at the time of exercise based on the value of the Stock Appreciation Right
at  such  time.

          (E)     Except  in  connection  with  a  change in capitalization, the
price  at which Stock Appreciation Rights may be exercised, shall not be reduced
to  less  than  the Fair Market Value on the date such Stock Appreciation Rights
were  granted.

6.     RESTRICTED  STOCK

     6.1.     Administration.  Shares  of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee shall
determine  the Eligible Persons to whom and the time or times at which grants of
Restricted  Stock  will  be  awarded,  the number of shares to be awarded to any
Eligible Person, the conditions for vesting, the time or times within which such
Awards  may  be  subject to forfeiture and any other terms and conditions of the
Awards,  in  addition  to  those  contained  in  Section  6.3.



     6.2.     Awards  and  Certificates.  Shares  of  Restricted  Stock shall be
evidenced  in  such  manner  as  the  Committee  may deem appropriate, including
book-entry  registration  or  issuance  of  one  or more stock certificates. Any
certificate  issued in respect of shares of Restricted Stock shall be registered
in  the  name  of  such  Eligible  Person  and  shall bear an appropriate legend
referring  to  the terms, conditions, and restrictions applicable to such Award,
substantially  in  the  following  form:

"The transferability of this certificate and the shares of stock represented
hereby are subject
to the terms and conditions (including forfeiture) of the Orbit International
Corp.
2009 Independent Directors Incentive Stock Plan and a Restricted Stock
Agreement.
Copies of such Plan and Agreement are on file at the offices of Orbit
International Corp.,
80 Cabot Court, Hauppauge, NY  11788."

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

     6.3.     Terms  and Conditions. Shares of Restricted Stock shall be subject
to  the  following  terms  and  conditions:

     (A)     The  Committee  may, prior to or at the time of grant, designate an
Award of Restricted Stock as a Qualified Performance-Based Award, in which event
it shall condition the grant or vesting, as applicable, of such Restricted Stock
upon the attainment of Performance Goals. If the Committee does not designate an
Award  of  Restricted  Stock as a Qualified Performance-Based Award, it may also
condition the grant or vesting thereof upon the attainment of Performance Goals.
Regardless  of  whether  an  Award  of  Restricted  Stock  is  a  Qualified
Performance-Based  Award,  the Committee may also condition the grant or vesting
thereof  upon the continued service of the participant. The conditions for grant
or  vesting  and  the  other  provisions  of  Restricted Stock Awards (including
without  limitation  any applicable Performance Goals) need not be the same with
respect  to  each  recipient.  The  Committee  may  at  any  time,  in  its sole
discretion,  accelerate  or  waive,  in  whole  or in part, any of the foregoing
restrictions;  provided, however, that in the case of Restricted Stock that is a
               --------  -------
Qualified  Performance-Based  Award,  the applicable Performance Goals have been
satisfied and further, provided, however, that the Committee shall not have such
              -------  --------  -------
power  to  the  extent  that the mere possession (as opposed to the exercise) of
such  power  would  result  in adverse tax consequences to any participant under
Code  Section  409A.

(B)     Subject to the provisions of the Plan and the Restricted Stock Agreement
referred  to in Section 6.3(F), during the period, if any, set by the Committee,
commencing  with  the  date of such Award for which such participant's continued
service  is  required (the "Restriction Period"), and until the later of (i) the
expiration  of  the  Restriction  Period  and  (ii)  the  date  the  applicable
Performance Goals (if any) are satisfied, the participant shall not be permitted
to  sell,  assign,  transfer,  pledge or otherwise encumber shares of Restricted
Stock;  provided,  however,  that  the foregoing shall not prevent a participant
        --------   -------
from pledging Restricted Stock as security for a loan, the sole purpose of which
is  to  provide  funds  to  pay  the  option  price  for  Stock  Options.





(C)     Except as provided in this Section 6.3(C) and Sections 6.3(A) and 6.3(B)
and  the Restricted Stock Agreement, the participant shall have, with respect to
the  shares  of  Restricted  Stock,  all  of  the rights of a stockholder of the
Company  holding  the class or series of Common Stock that is the subject of the
Restricted Stock, including, if applicable, the right to vote the shares and the
right  to  receive  any  dividends.  If  so  determined  by the Committee in the
applicable Restricted Stock Agreement, (i) cash dividends on the class or series
of  Common  Stock  that  is  the  subject of the Restricted Stock Award shall be
automatically  deferred  and  reinvested  in  additional  Restricted Stock, held
subject  to  the  vesting of the underlying Restricted Stock, or held subject to
meeting  Performance  Goals  applicable  only  to  dividends; and (ii) dividends
payable  in  Common  Stock  shall be paid in the form of Restricted Stock of the
same  class  as the Common Stock with which such dividend was paid, held subject
to  the  vesting  of the underlying Restricted Stock, or held subject to meeting
Performance  Goals  applicable  only  to  dividends.

(D)     Except  to  the  extent  otherwise provided in the applicable Restricted
Stock  Agreement  or  Sections  6.3(A),  6.3(B),  6.3(E)  or  8.1(D),  upon  a
participant's  Termination  of  Service  for  any  reason during the Restriction
Period  or  before  the  applicable  Performance Goals are satisfied, all shares
still  subject  to  restriction  shall  be  forfeited  by  the  participant.

(E)     Except  to the extent otherwise provided in Section 8.1(D), in the event
that  a  participant  retires  or such participant's employment is involuntarily
terminated,  the  Committee  shall  have the discretion to waive, in whole or in
part,  any  or  all  remaining  restrictions  with respect to any or all of such
participant's  shares  of  Restricted  Stock.

(F)     If  and  when  any  applicable  Performance  Goals are satisfied and the
Restriction  Period  expires without a prior forfeiture of the Restricted Stock,
unlegended  certificates  for  such shares shall be delivered to the participant
upon  surrender  of  the  legended  certificates.

(G)     Each  Award  shall  be  confirmed  by, and be subject to, the terms of a
Restricted  Stock  Agreement.

(H)     Notwithstanding  the foregoing, but subject to the provisions of Section
8  hereof,  no  Award  in  the form of Restricted Stock, the vesting of which is
conditioned  only  upon  the  continued  service  of the participant, shall vest
earlier  than  the  first  anniversary of the date of grant, and no award in the
form  of  Restricted  Stock,  the  vesting  of  which  is  conditioned  upon the
attainment of a specified Performance Goal or Goals, shall vest earlier than the
first  anniversary  of  the  date  of  grant  thereof.

7.     ADJUSTMENTS  UPON  CHANGE  IN  CAPITALIZATION.

In the event of changes in the outstanding shares of Common Stock of the Company
by  reason  of  stock  dividends,  stock  splits,  reverse  stock  splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations,  reorganizations  or  liquidations,  the number and class of shares
available  under  the Plan, the number and class of Shares or the amount of cash
or  other  assets or securities available upon the exercise of any Award granted
hereunder  and  the  number of Shares to be issued pursuant to an Award shall be
correspondingly  adjusted,  to  the  end  that  the  participant's proportionate
interest  in  the Company, any successor thereto or in the cash, assets or other
securities  into  which Shares are converted or exchanged shall be maintained to
the  same  extent,  as  near  as  may  be practicable, as immediately before the
occurrence of any such event. All references in this Plan to "Common Stock" from
and  after the occurrence of such event shall be deemed for all purposes of this
Plan  to  refer  to  such  other class of shares or securities issuable upon the
exercise  or  payment  of  Awards  granted  pursuant  hereto.

8.     MATERIAL  TRANSACTION,  LIQUIDATION  OR  DISSOLUTION  OF  THE  COMPANY.

     8.1.     In the event of a reorganization, merger or consolidation in which
the  Company is not the surviving corporation, or a sale of all or substantially
all  of  the assets of the Company to another person or entity (each a "Material
Transaction"),  unless otherwise provided in the Option Agreement, the Committee
shall:

     (A)     provide  for  the  assumption  of  outstanding  Awards,  or  the
substitution  of outstanding Awards for new Awards, for equity securities of the
surviving,  successor  or  purchasing  corporation,  or  a  parent or Subsidiary
thereof, with appropriate adjustments as to the number, kind, vesting and prices
of  Shares  subject  to such Awards, as determined in good faith by the Board in
its  sole  discretion,  or

(B)     provide  that  the  vesting  of  each outstanding Stock Option and Stock
Appreciation  Right  shall  automatically  be  accelerated  so  that 100% of the
unvested  Shares  covered  by  such  Award  shall  be  fully  vested  upon  the
consummation  of  the  Material  Transaction,  and

     (i)     provide  notice  to Participants that all outstanding Stock Options
must  be  exercised  on or before a specified date (which date shall be at least
ten  days  from  the  date  of  notice), after which the Stock Options and Stock
Appreciation  Rights  shall  terminate;  or

     (ii)     terminate  each  outstanding  Stock  Option and Stock Appreciation
Right  in its entirety and exchange such Award for a payment of cash, securities
and/or  property  equal  to the Fair Market Value of the Common Stock into which
such  Award  convertible,  less  the  exercise  price  for  such  Award.

(C)     provide that the restrictions and deferral limitations applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become free of all
restrictions  and  become  fully  vested  and  transferable,  and

(D)     the Committee may also make additional adjustments and/or settlements of
outstanding  Awards  as  it  deems  appropriate  and  consistent with the Plan's
purposes.

     Notwithstanding  the  foregoing,  for  purposes of Sections 8.1(A), 8.1(B),
8.1(C)  and  8.1(D), the Committee shall not have any of the foregoing powers to
the  extent  that the mere possession (as opposed to the exercise) of such power
would  result  in adverse tax consequences to any participant under Code Section
409A.

8.2.     In  the  event  of  the dissolution or liquidation the Company, whether
voluntary  or  otherwise,  that  is  not a Material Transaction, all outstanding
unexercised Stock Options and Stock Appreciation Rights must be exercised, if at
all,  within  the  ninety day period commencing on the date specified in Section
8.3 below. All such Awards which become exercisable during the ninety day period
commencing  on  the  date specified in Section 8.3 below, shall terminate at the
end  of  such  ninety  day  period  to  the  extent not exercised prior thereto.




8.3.     The  date  specified in this Section 8.3 is the date of the earliest to
occur  of  the  following  events:

     (i)     the  entry,  in  a  court having jurisdiction, of an order that the
Company  be  liquidated  or  dissolved;

(ii)     adoption  by  the stockholders of the Company of a resolution resolving
that  the  Company  be  liquidated  or  dissolved  voluntarily;  or

(iii)     adoption  by  the  stockholders  of the Company of a resolution to the
effect  that  the  Company  cannot,  by  reason of its liabilities, continue its
business  and  that  it  is  advisable  to  liquidate  or  dissolve the Company.
Notwithstanding  anything  herein  to  the  contrary, in no event may any option
granted  hereunder be exercised after the expiration of the term of such option.

9.     FURTHER  CONDITIONS.

Each Award granted under the Plan shall be subject to the requirement that if at
any  time  the Committee shall determine, in its absolute discretion, that it is
necessary or desirable as a condition of, or in connection with the grant and/or
issuance  of Award or the exercise thereof, to effect or obtain, as the case may
be:
     (i)     the listing, registration or qualification of the Shares subject to
such  Award  upon  any  securities  exchange  or under any state or federal law;

(ii)     the  consent  or  approval  of  any  governmental  body;

(iii)     any  investment representation or agreement by the individual desiring
to  be  issued  or  to  exercise  an  Award  granted  under  the  Plan;  or

(iv)     an  opinion  of  counsel  for  the  Company,

then,  no  Award  may be issued or exercised, as the case may be, in whole or in
part  unless  such  listing,  registration,  qualification,  consent,  approval,
investment  or  representation  agreement or opinion shall have been effected or
obtained,  as the case may be, free of any condition not acceptable to the Board
or  the  Committee.

10.     EXCHANGE  AND  BUYOUT  OF  AWARDS.

     10.1.     The  Committee  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.

10.2.     The  Committee  may,  at  any time or from time to time, authorize the
Company  to  buy  from a participant an Award previously granted with payment in
cash,  Shares (including Restricted Stock) or other consideration, based on such
terms  and  conditions  as  the  Committee  and  the  participant  may  agree.




11.     TERMINATION,  MODIFICATION  AND  AMENDMENT.

     11.1.     The Plan (but not Awards previously granted under the Plan) shall
terminate on, and no Awards shall be granted after, the tenth anniversary of its
adoption  by  the  Board;  provided that the Board may at any time terminate the
Plan  prior  thereto  upon  the  adoption  of  a  resolution  of  the  Board.

11.2.     The  Board  shall have complete power and authority to modify or amend
the  Plan in whole or in part and from time to time in such respects as it shall
deem  advisable;  provided,  however,  that  the  Board  shall  not, without the
approval  of the votes represented by a majority of the outstanding Common Stock
of  the  Company  present  or  represented  and entitled to vote at a meeting of
stockholders  duly  held in accordance with the applicable laws of the Company's
jurisdiction  of  incorporation or by the written consent of stockholders owning
stock  representing  a  majority of the votes of the Company's outstanding stock
entitled  to  vote:

     (i)     increase  the  number  of  Shares available for the grant of Awards
under  Section  1  of  the  Plan  (except  as  provided  in  Section  7);

(ii)     extend  the  term  of the Plan or the period during which Awards may be
granted  or  exercised;

(iii)     reduce  the  Stock Option price below 100% of the Fair Market Value of
the  Shares  issuable upon exercise of Stock Options at the time of the granting
thereof,  other  than  to change the manner of determining the Fair Market Value
thereof;

(iv)     alter the maximum number of Shares available for the grant of Awards in
the  form  of  Stock  Options  and  Restricted  Stock;

(v)     materially  increase  the  benefits  accruing  to participants under the
Plan;

(vi)     modify  the  requirements  as  to  eligibility for participation in the
Plan;

(vii)     modify  the  nature of the Awards which may be granted under the Plan;
and

(viii)     alter  the  provisions  set  forth  in Section 6.3(H) with respect to
minimum  vesting  schedules  relating to Awards in the form of Restricted Stock.

No  termination  or  amendment  of  the  Plan  shall, without the consent of the
individual participant, adversely affect the rights of such participant under an
Award  theretofore  granted  to  such  participant.

     11.3.     The  Board  may  amend  the  Plan at any time to comply with Code
Section  409A,  the regulations promulgated thereunder and other Treasury or IRS
guidance  regarding or affecting Code Section 409A, provided that such amendment
will not result in taxation to any Eligible Person under Code Section 409A.  The
Committee,  to  minimize or avoid any sanction or damages to an Eligible Person,
or to any other person from a violation of Code Section 409A under the Plan, may
undertake correction of any violation or participate in any available correction
program,  as  described  in  Notice  2008-113 or other Treasury or IRS guidance.



12.     TAXES.

     12.1.     Withholding.  The  Company  and  any  subsidiary  or affiliate is
authorized  to withhold from any Award granted, any payment relating to an Award
under  the  Plan, including from a distribution of stock, amounts of withholding
and  other  taxes  due or potentially payable in connection with any transaction
involving  an  Award,  and  to  take such other action as the Committee may deem
advisable to enable the Company and employee Participants to satisfy obligations
for  the  payment of withholding taxes and other tax obligations relating to any
Award.  This  authority  shall include authority to withhold or receive Stock or
other  property  and to make cash payments in respect thereof in satisfaction of
an  Eligible Person's withholding obligations, either on a mandatory or elective
basis  in  the  discretion  of  the  Committee.  Other  provisions  of  the Plan
notwithstanding,  only  the  minimum  amount  of  Stock  or  cash deliverable in
connection with an Award necessary to satisfy statutory withholding requirements
will  be  withheld.

     12.2.     Requirement  of  Notification of Code Section 83(b) Election.  If
any  Participant  shall  make  an  election  under Section 83(b) of the Code (to
include  in  gross  income in the year of transfer the amounts specified in Code
Section  83(b))  or  under  a  similar  provision  of the laws of a jurisdiction
outside  the  United  States,  such Participant shall notify the Company of such
election  within  ten  days  of  filing notice of the election with the Internal
Revenue  Service  or other governmental authority, in addition to any filing and
notification required pursuant to regulations issued under Code Section 83(b) or
other  applicable  provision.

13.     EFFECTIVENESS  OF  THE  PLAN.

The  Plan  shall  become effective immediately upon its approval and adoption by
the  Board,  subject  to  approval by a majority of the votes of the outstanding
shares  of  capital  stock  of  the stockholders of the Company cast at any duly
called  annual  or special meeting of the Company's stockholders held within one
year  from  the  date  of  Board  adoption  and  approval.

14.     DESIGNATION  OF  BENEFICIARY  BY  PARTICIPANT.

A  participant may designate one or more beneficiaries to receive any rights and
payments  to  which  such  participant  may be entitled in respect of any option
granted  under  the  Plan  in  the  event  of  such  participant's  death.  Such
designation  shall  be  on  a  written  form  acceptable  to  and filed with the
Committee.  The Committee shall have the right to review and approve beneficiary
designations.  A  participant may change the participant's beneficiary(ies) from
time  to  time  in  the  same  manner  as  the original designation, unless such
participant has made an irrevocable designation.  Any designation of beneficiary
under  the Plan (to the extent it is valid and enforceable under applicable law)
shall  be  controlling over any other disposition, testamentary or otherwise, as
determined  by  the  Committee.  If  no  designated  beneficiary  survives  the
participant  and  is  living  on  the  date on which any right or amount becomes
payable to such participant's beneficiary(ies), such payment will be made to the
legal representatives of the participant's estate, and the term "beneficiary" as
used in the Plan shall be deemed to include such person or persons.  If there is
any  question as to the legal right of any beneficiary to receive a distribution
under  the Plan, the Committee may determine that the amount in question be paid
to  the  legal  representatives of the estate of the participant, in which event
the  Company, the Committee, the Board and the Committee and the members thereof
will  have  no  further  liability  to any person or entity with respect to such
amount.



15.     CERTIFICATES.

All  Shares  delivered  under  this  Plan will be subject to such stock transfer
orders,  legends  and  other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities  law,  or  any  rules, regulations and other requirements promulgated
under  such  laws or any stock exchange or automated quotation system upon which
the  Shares  may  be listed or quoted and each stock certificate evidencing such
Shares  and  other  certificates  shall  have  the  appropriately  legend.

16.     SECURITIES  LAW  AND  OTHER  REGULATORY  COMPLIANCE.

     16.1.     The  issuance  of  Awards  under  the  Plan will not be effective
unless such issuance is made 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
issuance/grant  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 stock certificates for Shares under this Plan
prior  to:

     (i)     obtaining  any  approvals  from  governmental  agencies  that  the
Committee  determines  are  necessary  or  advisable;  and/or

(ii)     completion  of  any  registration or other qualification of such Shares
under  any  state  or  federal  law  or ruling of any governmental body that the
Committee  determines  to  be  necessary  or  advisable.

     16.2.     The  Company  will  be under no obligation to register the Shares
under  the  Securities Act of 1933, as amended, 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.

17.     NO  OBLIGATION  TO  EMPLOY.

The  Plan shall not constitute a contract of employment and nothing in this Plan
shall  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
Subsidiary  or  affiliate  of  the  Company or limit in any way the right of the
Company  or  any  Subsidiary  or  affiliate  of  the  Company  to  terminate the
participant's  employment  or  other  relationship  at any time, with or without
cause.

18.     NON-EXCLUSIVITY  OF  THE  PLAN.

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



19.     MISCELLANEOUS  PROVISIONS.

     19.1.     Determinations  made  by the Committee under the Plan need not be
uniform  and  may  be  made  selectively  among Eligible Persons under the Plan,
whether  or  not  such  Eligible  Persons  are  similarly  situated.

19.2.     No  Shares,  other Company securities or property, other securities or
property,  or  other  forms of payment shall be issued hereunder with respect to
any  option  granted  under  the  Plan  unless  counsel for the Company shall be
satisfied  that  such  issuance  will  be in compliance with applicable federal,
state,  local  and  foreign  legal,  securities  exchange  and  other applicable
requirements.

19.3.     It  is  the intent of the Company that the Plan comply in all respects
with  Rule 16b-3 under the Exchange Act, that any ambiguities or inconsistencies
in  construction of the Plan be interpreted to give effect to such intention and
that  if  any  provision  of the Plan is found not to be in compliance with Rule
16b-3,  such  provision  shall be deemed null and void to the extent required to
permit  the  Plan  to  comply  with  Rule  16b-3.

19.4.     The  appropriate  officers  of the Company shall cause to be filed any
reports,  returns  or  other  information  regarding  the grant of Stock Options
hereunder  or any Shares issued pursuant hereto as may be required by Section 13
or  15(d)  of  the  Exchange  Act  (or  any  successor  provision)  or any other
applicable  statute,  rule  or  regulation.

19.5.     The  validity, construction, interpretation, administration and effect
of  the  Plan, and of its rules and regulations, and rights relating to the Plan
and  Awards  granted  under the Plan and any agreements in connection therewith,
shall  be  governed by the substantive laws, but not the choice of law rules, of
the  State  of  New  York.