BEYOND
COMMERCE, INC.
  2008
EQUITY INCENTIVE PLAN
  1.
              PURPOSES OF THE
      PLAN
  The
purposes of the 2008 Equity Incentive Plan (the “Plan”) of Beyond Commerce,
Inc., a Nevada corporation (the “Company”), are
to:
  1.1
Encourage selected employees, directors, consultants and advisers to improve
operations and increase the profitability of the Company;
  1.2
Encourage selected employees, directors, consultants and advisers to accept or
continue employment or association with the Company or its Affiliates;
and
  1.3
Increase the interest of selected employees, directors, consultants and advisers
in the Company’s welfare through participation in the growth in value of the
common stock of the Company (the “Common Stock”).  All
references herein to stock or shares, unless otherwise specified, shall mean the
Common Stock.
  2.
              TYPES OF AWARDS;
      ELIGIBLE PERSONS
  2.1 The
Administrator (as defined below) may, from time to time, take the following
action, separately or in combination, under the Plan: (i) grant “incentive stock
options” (“ISOs”)
intended to satisfy the requirements of Section 422 of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder (the “Code”); (ii) grant
“non-qualified options” (“NQOs,” and together with ISOs,
“Options”); (iii) sell
shares of Common Stock (“Restricted Stock”) and (iv)
grant stock appreciation rights (any such right would permit the holder to
receive the excess of the fair market value of Common Stock on the exercise date
over its fair market value (or a greater base value) on the grant date (“SARs”)), either in tandem with
Options or as separate and independent grants.  Any such awards may be
made to employees, including employees who are officers or directors, and to
individuals described in Section 1 of the Plan who the Administrator believes
have made or will make a contribution to the Company or any Affiliate (as
defined below); provided, however, that only a
person who is an employee of the Company or any Affiliate at the date of the
grant of an Option is eligible to receive ISOs under the Plan.
  2.2 For
purposes of the Plan: (i) the term “Affiliate” means a parent or
subsidiary corporation as defined in the applicable provisions (currently
Sections 424(e) and (f), respectively) of the Code; (ii) the term “employee” includes an officer
or director who is an employee of the Company; (iii) the term “consultant” includes persons
employed by, or otherwise affiliated with, a consultant; and (iv) the term
“adviser” includes
persons employed by, or otherwise affiliated with, an adviser.
  2.3
Except as otherwise expressly set forth in the Plan, no right or benefit under
the Plan shall be subject in any manner to anticipation, alienation,
hypothecation, or charge, and any such attempted action shall be
void.  No right or benefit under the Plan shall in any manner be
liable for or subject to debts, contracts, liabilities, or torts of any optionee
or any other person except as otherwise may be expressly required by applicable
law.
  
 3.
              STOCK SUBJECT TO THE
      PLAN; MAXIMUM NUMBER OF
GRANTS
  3.1
Subject to the provisions of Section 3.2, the total number of shares of Common
Stock that may be issued as Restricted Stock or on the exercise of Options or
SARs under the Plan shall not exceed 3,000,000 shares.  The shares
subject to an Option or SAR granted under the Plan that expire, terminate or are
cancelled unexercised shall become available again for grants under the
Plan.  If shares of Restricted Stock awarded under the Plan are
forfeited to the Company or repurchased by the Company, the number of shares
forfeited or repurchased shall again be available under the
Plan.  Where the exercise price of an Option is paid by means of the
optionee’s surrender of previously owned shares of Common Stock or the Company’s
withholding of shares otherwise issuable upon exercise of the Option as may be
permitted in the Plan, only the net number of shares issued and which remain
outstanding in connection with such exercise shall be deemed “issued” and no
longer available for issuance under the Plan.  No eligible person
shall be granted Options or other awards during any twelve-month period covering
more than 300,000 shares.
  3.2 If
the Common Stock is changed by reason of a stock split, reverse stock split,
stock dividend, recapitalization, combination or reclassification, then the
number and class of shares of stock subject to the Plan that may be issued under
the Plan shall be proportionately adjusted (provided that any fractional share
resulting from such adjustment shall be disregarded).
  4.
              ADMINISTRATION
  4.1 The
Plan shall be administered by the Board of Directors of the Company (the “Board”) or by a committee (the
“Committee”) to which
the Board has delegated administration of the Plan (or of part thereof) (in
either case, the “Administrator”).  The
Board shall appoint and remove members of the Committee in its discretion in
accordance with applicable laws.  At the Board’s discretion, the
Committee may be comprised solely of “non-employee directors” within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or “outside
directors” within the meaning of Section 162(m) of the Code.  The
Administrator may delegate non-discretionary administrative duties to such
employees of the Company as the Administrator deems proper and the Board, in its
absolute discretion, may at any time and from time to time exercise any and all
rights and duties of the Administrator under the Plan.
  4.2
Subject to the other provisions of the Plan, the Administrator shall have the
authority, in its discretion: (i) to grant Options and SARs and grant or sell
Restricted Stock; (ii) to determine the fair market value of the shares of
Common Stock subject to Options or other awards; (iii) to determine the exercise
price of Options granted, which shall be no less than the fair market value of
the Common Stock on the date of grant, the economic terms of SARs granted, which
shall provide for a benefit of the appreciation on Common Stock over not less
than the value of the Common Stock on the date of grant, or the offering price
of Restricted Stock; (iv) to determine the persons to whom, and the time or
times at which, Options or SARs shall be granted or Restricted Stock granted or
sold, and the number of shares subject to each Option or SAR or the number of
shares of Restricted Stock granted or sold; (v) to construe and interpret the
terms and provisions of the Plan, of any applicable agreement and all Options
and SARs granted under the Plan, and of any Restricted Stock award under the
Plan; (vi) to prescribe, amend, and rescind rules and regulations relating to
the Plan; (vii) to determine the terms and provisions of each Option and SAR
granted and award of Restricted Stock (which need not be identical), including
but not limited to, the time or times at which Options and SARs shall be
exercisable or the time at which the restrictions on Restricted Stock shall
lapse; (viii) with the consent of the Grantee, to rescind any award or exercise
of an Option or SAR; (ix) to modify or amend the terms of any Option, SAR or
Restricted Stock (with the consent of the Grantee or holder of the Restricted
Stock if the modification or amendment is adverse to the Grantee or holder); (x)
to reduce the purchase price of Restricted Stock or exercise price of any Option
or base price of any SAR; (xi) to accelerate or defer (with the consent of the
Grantee) the exercise date of any Option or SAR or the date on which the
restrictions on Restricted Stock lapse; (xii) to issue shares of Restricted
Stock to an optionee in connection with the accelerated exercise of an Option by
such optionee; (xiii) to authorize any person to execute on behalf of the
Company any instrument evidencing the grant of an Option, SAR or award of
Restricted Stock; (xiv) to determine the duration and purposes of leaves of
absence which may be granted to participants without constituting a termination
of their employment for the purposes of the Plan; and (xv) to make all other
determinations deemed necessary or advisable for the administration of the Plan,
any applicable agreement, Option, SAR or award of Restricted Stock.
  2
 4.3 All
questions of interpretation, implementation, and application of the Plan or any
agreement or Option, SAR or award of Restricted Stock shall be determined by the
Administrator, which determination shall be final and binding on all
persons.
  5.
              GRANTING OF OPTIONS
      AND SARS; AGREEMENTS
  5.1 No
Options or SARs shall be granted under the Plan after 10 years from the date of
adoption of the Plan by the Board.
  5.2 Each
Option and SAR shall be evidenced by a written agreement, in form satisfactory
to the Administrator, executed by the Company and the person to whom such grant
is made (“Grantee,”
which term shall include the permitted successors and assigns of the Grantee
with respect to the Option or SAR).  In the event of a conflict
between the terms or conditions of an agreement and the terms and conditions of
the Plan, the terms and conditions of the Plan shall govern.
  5.3 Each
Option agreement shall specify whether the Option it evidences is an NQO or an
ISO, provided,
however, all
Options granted under the Plan to non-employee directors, consultants and
advisers of the Company are intended to be NQOs.
  5.4
Subject to Section 6.3.3 with respect to ISOs, the Administrator may approve the
grant of Options or SARs under the Plan to persons who are expected to become
employees, directors, consultants or advisers of the Company, but are not
employees, directors, consultants or advisers at the date of
approval.
  5.5 For
purposes of the Plan, the term “employment” shall be deemed to
include service as an employee, director, consultant or adviser.
  3
 6.
              TERMS AND CONDITIONS
      OF OPTIONS AND SARS
  Each
Option and SAR granted under the Plan shall be subject to the terms and
conditions set forth in Section 6.1.  NQOs and SARs shall also be
subject to the terms and conditions set forth in Section 6.2, but not those set
forth in Section 6.3.  ISOs shall also be subject to the terms and
conditions set forth in Section 6.3, but not those set forth in Section
6.2.  SARs shall be subject to the terms and conditions of Section
6.4.
  6.1 Terms and Conditions to
Which All Options and SARs Are Subject.  All Options and SARs
granted under the Plan shall be subject to the following terms and
conditions:
  6.1.1
Changes in Capital
Structure.  Subject to Section 6.1.2, if the Common Stock is
changed by reason of a stock split, reverse stock split, stock dividend,
recapitalization, combination or reclassification, then the number and class of
shares of stock subject to each Option and SAR outstanding under the Plan, and
the exercise price of each outstanding Option and the base value of SAR, shall
be automatically and proportionately adjusted; provided, that the
Company shall not be required to issue fractional shares as a result of any such
adjustments.  Such adjustment, however, in any outstanding Option or
SAR shall be made without change in the total price applicable to the
unexercised portion of the Option or SAR but with a corresponding adjustment in
the price for each share covered by the unexercised portion of the Option or
SAR.  Any determination by the Administrator in connection with these
adjustments shall be final, binding, and conclusive.  If an adjustment
under this Section 6.1.1 would result in a fractional share interest under an
option or any installment, the Administrator’s decision as to inclusion or
exclusion of that fractional share interest shall be final, but no fractional
shares of stock shall be issued under the Plan on account of any such
adjustment.
  6.1.2
Corporate
Transactions.  Except as otherwise provided in the applicable
agreement, in the event of a Corporate Transaction (as defined below), all
Options and SARs shall terminate upon consummation of the Corporate Transaction
unless the Administrator determines that they shall survive.  If the
Administrator determines that outstanding Options and SARs shall survive, and if
the Company shall not be the surviving entity in the Corporate Transaction, the
Administrator shall provide that the outstanding Options and SARs shall be
assumed or an equivalent Option or SAR substituted by an applicable successor
entity or any Affiliate of the successor entity.  If outstanding
Options and SARs are to terminate upon consummation of the Corporate
Transaction, any Options or SARS outstanding immediately prior to the
consummation of the Corporate Transaction shall be deemed fully vested and
exercisable immediately prior to the consummation of the Corporate Transaction
(provided that the Option or SAR has not expired by its terms and that the
Grantee takes all steps necessary to exercise the Option or SAR prior to the
Corporate Transaction as required by the agreement evidencing the Option or
SAR).  The Administrator shall notify each Grantee of an outstanding
Option or SAR of a proposed Corporate Transaction at least 30 days prior thereto
or as soon as may be practicable, and the exercise of any Option or SAR by a
Grantee thereafter shall be contingent upon consummation of the Corporate
Transaction unless the Grantee expressly elects otherwise with respect to vested
shares.  A “Corporate
Transaction” means (i) a liquidation or dissolution of the Company; (ii)
a merger or consolidation of the Company with or into another corporation or
entity (other than a merger with a wholly-owned subsidiary); or (iii) a sale of
all or substantially all of the assets of the Company in a single transaction or
a series of related transactions.
  4
 6.1.3
Time of Option or SAR
Exercise.  Subject to Section 6.3.4, an Option or SAR granted
under the Plan shall be exercisable (a) immediately as of the effective date of
the applicable agreement or (b) in accordance with a schedule or performance
criteria as may be set by the Administrator and specified in the applicable
agreement.  However, in no case may an Option or SAR be exercisable
until the Company and the Grantee execute a written agreement in form and
substance satisfactory to the Company.
  6.1.4
Grant
Date.  The date of grant of an Option or SAR under the Plan
shall be the date approved or specified by the Administrator and reflected as
the effective date of the applicable agreement.
  6.1.5
Non-Transferability of
Rights.  Except with the express written approval of the
Administrator, which approval the Administrator is authorized to give only with
respect to NQOs and SARs, no Option or SAR granted under the Plan shall be
assignable or otherwise transferable by the Grantee except by will or by the
laws of descent and distribution.  During the life of the Grantee, an
Option or SAR shall be exercisable only by the Grantee or permitted
transferee.
  6.1.6
Payment.  Except
as provided below, payment in full, in cash, shall be made for all Common Stock
purchased at the time written notice of exercise of an Option is given to the
Company and the proceeds of any payment shall be considered general funds of the
Company.  The Administrator in its discretion may include in any
Option agreement, or separately approve in connection with the exercise of any
Option, any one or more of the following additional methods of payment (provided
such payment does not violate applicable law or regulations or the rules of any
securities exchange on which the Company’s securities may be
listed):
  (a)Subject to the
Sarbanes-Oxley Act of 2002, acceptance of the Grantee’s full recourse promissory
note for all or part of the Option price, payable on such terms and bearing such
interest rate as determined by the Administrator (but in no event less than the
minimum interest rate specified under the Code at which no additional interest
or original issue discount would be imputed), which promissory note may be
either secured or unsecured in such manner as the Administrator shall approve
(including, without limitation, by a security interest in the shares of the
Company);
  (b)Delivery by the
optionee of shares of Common Stock already owned by the optionee for all or part
of the Option price, provided the fair market value (determined as set forth in
Section 6.1.9) of such shares of Common Stock is equal on the date of exercise
to the Option price, or such portion thereof as the optionee is authorized to
pay by delivery of such stock;
  5
 (c)Through the
surrender of shares of Common Stock then issuable upon exercise of the Option,
provided the fair market value (determined as set forth in Section 6.1.9) of
such shares of Common Stock is equal on the date of exercise to the Option
price, or such portion thereof as the optionee is authorized to pay by surrender
of such stock; and
  (d)By means of
so-called “cashless” or “net” exercises through a securities
broker.
  6.1.7
Termination of
Employment.  Unless otherwise provided in the applicable
agreement, if for any reason a Grantee ceases to be employed by the Company or
any of its Affiliates, Options held by the Grantee at the date of termination of
employment (to the extent then exercisable) may be exercised in whole or in part
at any time (but in no event after the Expiration Date) within one year of the
date of termination in the case of termination by reason of death or disability;
at the commencement of business on the date of a termination for “cause” (as
defined in the applicable agreement or in any agreement with the Company
pertaining to employment); and, in all other cases, within 90 days of the date
of termination.  For purposes of this Section 6.1.7, a Grantee’s
employment shall not be deemed to terminate by reason of the Grantee’s transfer
from the Company to an Affiliate, or vice versa, or sick leave, military leave
or other leave of absence approved by the Administrator, if the period of any
such leave does not exceed 90 days or, if longer, if the Grantee’s right to
reemployment by the Company or any Affiliate is guaranteed either contractually
or by statute
  6.1.8
Withholding and
Employment Taxes.  At the time of exercise and as a condition
thereto, or at such other time as the amount of such obligation becomes
determinable, the Grantee of an Option or SAR shall remit to the Company in cash
all applicable federal and state withholding and employment
taxes.  Such obligation to remit may be satisfied, if authorized by
the Administrator in its sole discretion, after considering any tax, accounting
and financial consequences, by the holder’s (a) delivery of a promissory note in
the required amount on such terms as the Administrator deems appropriate, (b)
tendering to the Company previously owned shares of Common Stock or other
securities of the Company with a fair market value equal to the required amount,
or (c) agreeing to have shares of Common Stock (with a fair market value equal
to the required amount), which are acquired upon exercise of the Option or SAR,
withheld by the Company.
  6.1.9
Other
Provisions.  Each Option and SAR granted under the Plan may
contain such other terms, provisions, and conditions not inconsistent with the
Plan as may be determined by the Administrator, and each ISO granted under the
Plan shall include such provisions and conditions as are necessary to qualify
the Option as an “incentive stock option” within the meaning of Section 422 of
the Code.
  6.1.10
Determination of Fair
Market Value.  For purposes of the Plan, the fair market value
of Common Stock or other securities of the Company shall be determined as
follows:
  (a)If the stock of
the Company is listed on a securities exchange or is regularly quoted by a
recognized securities dealer, and selling prices are reported, its fair market
value shall be the closing price of such stock on the date the value is to be
determined, but if selling prices are not reported, its fair market value shall
be the mean between the high bid and low asked prices for such stock on the date
the value is to be determined (or if there are no quoted prices for the date of
grant, then for the last preceding business day on which there were quoted
prices).
  6
 (b)In the absence
of an established market for the stock, the fair market value thereof shall be
determined in good faith by the Administrator, with reference to the Company’s
net worth, prospective earning power, dividend-paying capacity, and other
relevant factors, including the goodwill of the Company, the economic outlook in
the Company’s industry, the Company’s position in the industry, the Company’s
management, and the values of stock of other corporations in the same or a
similar line of business.
  6.1.11
Option and SAR
Term.  No Option or SAR shall be exercisable more than 10 years
after the date of grant, or such lesser period of time as is set forth in the
applicable agreement (the end of the maximum exercise period stated in the
agreement is referred to in the Plan as the “Expiration
Date”).
  6.2 Terms and Conditions to
Which Only NQOs and SARs Are Subject.  Options granted under
the Plan which are designated as NQOs and SARs shall be subject to the following
terms and conditions:
  6.2.1
Exercise
Price.  The exercise price of an NQO and the base value of an
SAR shall be the amount determined by the Administrator as specified in the
option or SAR agreement, but shall not be less than the fair market value of the
Common Stock on the date of grant (determined under Section
6.1.10).
  6.3 Terms and Conditions to
Which Only ISOs Are Subject.  Options granted under the Plan
which are designated as ISOs shall be subject to the following terms and
conditions:
  6.3.1
Exercise
Price.  The exercise price of an ISO shall not be less than the
fair market value (determined in accordance with Section 6.1.10) of the stock
covered by the Option at the time the Option is granted.  The exercise
price of an ISO granted to any person who owns, directly or by attribution under
the Code (currently Section 424(d)), stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of any Affiliate
(a “10% Stockholder”)
shall in no event be less than 110% of the fair market value (determined in
accordance with Section 6.1.10) of the stock covered by the Option at the time
the Option is granted.
  6.3.2
Disqualifying
Dispositions.  If stock acquired by exercise of an ISO granted
pursuant to the Plan is disposed of in a “disqualifying disposition” within the
meaning of Section 422 of the Code (a disposition within two years from the date
of grant of the Option or within one year after the issuance of such stock on
exercise of the Option), the holder of the stock immediately before the
disposition shall promptly notify the Company in writing of the date and terms
of the disposition and shall provide such other information regarding the Option
as the Company may reasonably require.
  7
 6.3.3
Grant
Date.  If an ISO is granted in anticipation of employment as
provided in Section 5.4, the Option shall be deemed granted, without further
approval, on the date the Grantee assumes the employment relationship forming
the basis for such grant, and, in addition, satisfies all requirements of the
Plan for Options granted on that date.
  6.3.4
Term.  Notwithstanding
Section 6.1.11, no ISO granted to any 10% Stockholder shall be exercisable more
than five years after the date of grant.
  6.4 Terms and Conditions
Applicable Solely to SARs.  In addition to the other terms and
conditions applicable to SARs in this Section 6, the holder shall be entitled to
receive on exercise of an SAR only Common Stock at a fair market value equal to
the benefit to be received by the exercise.
  6.5 Manner of
Exercise.  A Grantee wishing to exercise an Option or SAR shall
give written notice to the Company at its principal executive office, to the
attention of the officer of the Company designated by the Administrator,
accompanied by payment of the exercise price and/or withholding taxes as
provided in Sections 6.1.6 and 6.1.8.  The date the Company receives
written notice of an exercise hereunder accompanied by the applicable payment
will be considered as the date such Option or SAR was
exercised.  Promptly after receipt of written notice of exercise and
the applicable payments called for by this Section 6.5, the Company shall,
without stock issue or transfer taxes to the holder or other person entitled to
exercise the Option or SAR, deliver to the holder or such other person a
certificate or certificates for the requisite number of shares of Common
Stock.  A holder or permitted transferee of an Option or SAR shall not
have any privileges as a stockholder with respect to any shares of Common Stock
to be issued until the date of issuance (as evidenced by the appropriate entry
on the books of the Company or a duly authorized transfer agent) of such
shares.
  7.
              RESTRICTED
      STOCK
  7.1 Sale of Restricted
Stock.
  7.1.1 No
awards of Restricted Stock shall be made under the Plan after 10 years from the
date of adoption of the Plan by the Board.
  7.1.2 The
Administrator may issue Restricted Stock under the Plan for such consideration
(including services, and, subject to the Sarbanes-Oxley Act of 2002, recourse
promissory notes) and such other terms, conditions and restrictions as
determined by the Administrator; provided that the sales price may not be less
than the fair market value of the stock (as determined under Section
6.1.10).  The restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the shares issued,
together with such other restrictions as may be determined by the
Administrator.  If shares are subject to forfeiture or repurchase by
the Company, all dividends or other distributions paid by the Company with
respect to the shares may be retained by the Company until the shares are no
longer subject to forfeiture or repurchase, at which time all accumulated
amounts shall be paid to the recipient.
  7.1.3 All
Common Stock issued pursuant to this Section 7.1 shall be subject to a purchase
agreement, which shall be executed by the Company and the prospective recipient
of the Common Stock prior to the delivery of certificates representing such
stock to the recipient.  The purchase agreement may contain any terms,
conditions, restrictions, representations and warranties required by the
Administrator.  The certificates representing the shares shall bear
any legends required by the Administrator.
  8
 7.1.4 The
Administrator may require any purchaser or grantee of Restricted Stock to pay to
the Company in cash upon demand amounts necessary to satisfy any applicable
federal, state or local tax withholding requirements.  If the
purchaser fails to pay the amount demanded, the Administrator may withhold that
amount from other amounts payable by the Company to the purchaser, including
salary, subject to applicable law.  With the consent of the
Administrator in its sole discretion, a purchaser may deliver Common Stock to
the Company to satisfy this withholding obligation.
  7.2 Corporate
Transactions.  In the event of a Corporate Transaction, as
defined in Section 6.1.2 hereof, the Administrator, in its sole discretion, may
remove any restrictions as to any Restricted Stock or it may provide that all
outstanding Restricted Stock participate in the Corporate Transaction with an
equivalent stock substituted by an applicable successor corporation subject to
the restrictions.
  8.
              EMPLOYMENT OR
      CONSULTING RELATIONSHIP
  Nothing
in the Plan, any Option or SAR granted under the Plan, or any Restricted Stock
sold under the Plan, shall interfere with or limit in any way the right of the
Company or of any of its Affiliates to terminate the employment of any Grantee
or holder of Restricted Stock or an SAR at any time, nor confer upon any Grantee
or holder of Restricted Stock or an SAR any right to continue in the employ of,
or consult with, or advise, the Company or any of its Affiliates.
  9.
              CONDITIONS UPON
      ISSUANCE OF SHARES
  9.1 Securities
Laws.  Notwithstanding the provisions of any Option, SAR or
offer of Restricted Stock, the Company shall have no obligation to issue shares
under the Plan unless such issuance shall be registered or qualified under
applicable securities laws, including, without limitation, the Securities Act or
exempt from such registration or qualification.  The Company shall
have no obligation to register or qualify such issuance under the Securities Act
or other securities laws.
  9.2 Non-Compete
Agreement.  As a further condition to the receipt of Common
Stock pursuant to the exercise of an Option or SAR or the receipt of Restricted
Stock, the Grantee or recipient of Restricted Stock may be required not to
render services for any organization, or engage directly or indirectly in any
business, competitive with the Company at any time during which (i) an Option or
SAR is outstanding to such Grantee and for six months after any exercise of an
Option or SAR or the receipt of Common Stock pursuant to the exercise of an
Option or SAR and (ii) Restricted Stock is owned by such recipient and for six
months after the restrictions on such Restricted Stock lapse.  Failure
to comply with this condition shall cause such Option or SAR and the exercise or
issuance of shares thereunder and/or the award of Restricted Stock to be
rescinded and the benefit of such exercise, issuance or award to be repaid to
the Company.
  9
 10.
              NON-EXCLUSIVITY OF THE
      PLAN
  The
adoption of the Plan shall not be construed as creating any limitations on the
power of the Company to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options other
than under the Plan.
  11.
              MARKET
      STAND-OFF
  Each
Grantee and recipient of Restricted Stock, if so requested by the Company or any
representative of the underwriters in connection with any registration of the
offering of any securities of the Company under the Securities Act, shall not
sell or otherwise transfer any shares of Common Stock acquired upon exercise of
Options, SARs or receipt of Restricted Stock during the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act; provided, however, that such
restriction shall apply only to a registration statement of the Company which
includes securities to be sold on behalf of the Company to the public in an
underwritten public offering under the Securities Act.
  12.
              AMENDMENTS TO
      PLAN
  The Board
may at any time amend, alter, suspend or discontinue the
Plan.  Without the consent of a Grantee or holder of Restricted Stock,
no amendment may adversely affect such person’s outstanding Option(s), SAR(s) or
the terms applicable to Restricted Stock except to conform the Plan and ISOs
granted under the Plan to the requirements of federal or other tax laws relating
to ISOs.  No amendment to the Plan shall require stockholder approval
unless (a) stockholder approval is required to preserve incentive stock option
treatment for federal income tax purposes; (b) the Board otherwise concludes
that stockholder approval is advisable; or (c) such approval is required under
the rules of any securities exchange on which securities of the Company are
registered.
  13.
              EFFECTIVE DATE OF
      PLAN; TERMINATION
  The Plan
became effective on September __, 2008, the date of adoption by the Board; provided, however, that no
shares of Common Stock shall be issued, and no Option or SAR shall be
exercisable, unless and until the Plan is approved by the holders of a majority
of the stockholders of the Company entitled to vote within 12 months after
adoption by the Board.  If any Options or SARs are so granted and
stockholder approval shall not have been obtained within 12 months of the date
of adoption of the Plan by the Board, such Options and SARs shall terminate
retroactively as of the date they were granted.  The Plan (but not
Options and SARs previously granted under the Plan) shall terminate (a)
September __, 2018 or (b) the date the Board adopts a resolution discontinuing
the grant of awards under the Plan.  Termination of the Plan shall not
affect any outstanding Options or SARs or the terms applicable to previously
awarded Restricted Stock, which shall continue to be governed by the
Plan.
  10