GENERAL
      FINANCE CORPORATION

     

    2006
      STOCK OPTION PLAN

     

    	1.  	
            PURPOSES
              OF THE PLAN

          


     

    The
      purposes of the 2006 Stock Option Plan (the “Plan”)
      of
      General Finance Corporation, a Delaware 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: (a) grant options intended
      to satisfy the requirements of Section 422 of the Internal Revenue Code of
      1986,
      as amended, and the regulations thereunder (the “Code”),
      as
“incentive stock options (“ISOs”)
      and
      (b) grant options not intended to be ISOs, so-called “non-qualified options”
(“NQOs,”
and
      together with ISOs, “Options”).
      Any
      such grants 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: (a) 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; (b) the term
      “employee”
      includes an officer or director who is an employee of the Company; (c) 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 Grantee 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 under the Plan shall
      not exceed 1,500,000 shares. The shares subject to an Option granted under
      the
      Plan that expire, terminate or are cancelled unexercised shall become available
      again for grants under the Plan. Where the exercise price of an Option is paid
      by means of the Grantee’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 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,
      and the maximum number of shares covered by Options to any eligible person
      under
      Section 3.1,
      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. Notwithstanding
      the
      delegation of administration of the Plan by the Board to a Committee, 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: (a) to grant Options; (b) to determine the fair market value
      of the shares of Common Stock subject to Options; (c) 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; (d) to determine the persons to whom,
      and
      the time or times at which, Options shall be granted, and the number of shares
      subject to each Option; (e) to construe and interpret the terms and provisions
      of the Plan and all Options granted under the Plan; (f) to prescribe, amend,
      and
      rescind rules and regulations relating to the Plan; (g) to determine the terms
      and provisions of each Option granted (which need not be identical), including
      but not limited to, the time or times at which Options shall be exercisable;
      (h)
      with the consent of the Grantee, to rescind any grant or exercise of an Option;
      (i) to modify or amend the terms of any Option (with the consent of the Grantee
      if the modification or amendment is adverse to the Grantee); (j) to accelerate
      or defer (with the consent of the Grantee) the exercise date of any Option;
      (k)
      to authorize any person to execute on behalf of the Company any instrument
      evidencing the grant of an Option; (l) 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 (m) to make
      all other determinations deemed necessary or advisable for the administration
      of
      the Plan and any applicable Option. The Administrator may not reduce the
      exercise price of any outstanding Option.

     

    
      
         

      

      
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    4.3  All
      questions of interpretation, implementation, and application of the Plan or
      any
      Option or Option agreement shall be determined by the Administrator, which
      determination shall be final and binding on all persons.

     

    4.4  In
      addition to such other rights of indemnification as they may have as Directors
      or as members of the Committee, and to the extent allowed by applicable law,
      the
      Administrator shall be indemnified by the Company against the reasonable
      expenses, including attorney's fees, actually incurred in connection with any
      action, suit or proceeding or in connection with any appeal therein, to which
      the Administrator may be party by reason of any action taken or failure to
      act
      under or in connection with the Plan or any option granted under the Plan,
      and
      against all amounts paid by the Administrator in settlement thereof (provided,
      however, that the settlement has been approved by the Company, which approval
      shall not be unreasonably withheld) or paid by the Administrator in satisfaction
      of a judgment in any such action, suit or proceeding, except in relation to
      matters as to which it shall be adjudged in such action, suit or proceeding
      that
      such Administrator did not act in good faith and in a manner which such person
      reasonably believed to be in the best interests of the Company, and in the
      case
      of a criminal proceeding, had no reason to believe that the conduct complained
      of was unlawful; provided, however, that within 60 days after institution of
      any
      such action, suit or proceeding, such Administrator shall, in writing, offer
      the
      Company the opportunity at its own expense to handle and defend such action,
      suit or proceeding.

     

    	5.  	
            GRANTING
              OF OPTIONS; AGREEMENTS

          


     

    5.1  No
      Options shall be granted under the Plan after 10 years from the date of adoption
      of the Plan by the Board.

     

    5.2  Each
      Option 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). 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 6.2.3
      with
      respect to ISOs, the Administrator may approve the grant of Options 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.

     

    
      
         

      

      
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    5.5  For
      purposes of the Plan, the term “employment”
shall
      be deemed to include service as an employee, director, consultant or
      adviser.

     

    	6.  	
            TERMS
              AND CONDITIONS OF OPTIONS

          


     

    Each
      Option granted under the Plan shall be subject to the terms and conditions
      set
      forth in Section 6.1.
      ISOs
      shall also be subject to the terms and conditions set forth in Section
6.2.
      

     

    6.1  Terms
      and Conditions to Which All Options Are Subject.
      All
      Options granted under the Plan shall be subject to the following terms and
      conditions:

     

    6.1.1  Exercise
      Price.
      The
      exercise price of each Option shall be the amount determined by the
      Administrator, but shall not be less than the fair market value of the Common
      Stock on the date of grant (determined under Section 6.1.9).

     

    6.1.2  Time
      of Option Exercise (Vesting).
      Subject
      to Section 6.2.4,
      an
      Option 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 be exercisable until
      the
      Company and the Grantee execute a written agreement in form and substance
      satisfactory to the Company.

     

    6.1.3  Grant
      Date.
      The
      date of grant of an Option under the Plan shall be the date approved by the
      Administrator or a future date specified by the Administrator at the time of
      approval and reflected as the effective date of the applicable
      agreement.

     

    6.1.4  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, no Option 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 shall be exercisable only by the Grantee or permitted
      transferee.

     

    6.1.5  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 (subject to
      applicable law):

     

    (a)  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 Grantee of shares of Common Stock already owned by the Grantee for all
      or
      part of the Option price, provided the fair market value of such shares of
      Common Stock is equal on the date of exercise to the Option price, or such
      portion thereof as the Grantee is authorized to pay by delivery of such stock;
      

     

    
      
         

      

      
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    (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 Grantee is authorized to pay by surrender of such
      stock; and

     

    (d)  By
      means
      of so-called cashless exercises through a securities broker to the extent
      exercise in such manner does not violate applicable law or regulation (including
      the Exchange Act and rules and regulations of the Securities and Exchange
      Commission). 

     

    6.1.6  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 6.1.6,
      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

     

    6.1.7  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 shall remit
      to
      the Company in cash all applicable federal and state withholding and employment
      taxes if required by law. 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, withheld by the Company.

     

    6.1.8  Other
      Provisions.
      Each
      Option 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.

     

    
      
         

      

      
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    6.1.9  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).

     

    (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.

     

    6.1.10  Option
      Term.
      No
      Option 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”).

     

    6.1.11  Corporate
      Transactions.
      

     

    (a)  Except
      as
      otherwise provided in the applicable Option agreement, in the event of a
      Corporate Transaction, all Options shall terminate upon consummation of the
      Corporate Transaction unless the Administrator determines that they shall
      survive. If the Administrator determines that outstanding Options shall survive,
      and if the Company shall not be the surviving entity in the Corporate
      Transaction, the Administrator shall provide that the outstanding Options shall
      be assumed or an equivalent Option substituted by an applicable successor entity
      or any Affiliate of the successor entity. If outstanding Options are to
      terminate upon consummation of the Corporate Transaction, any Options
      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 has not
      expired by its terms and that the Grantee takes all steps necessary to exercise
      the Option prior to the Corporate Transaction as required by the agreement
      evidencing the Option). The Administrator shall notify each Grantee of an
      outstanding Option of a proposed Corporate Transaction at least 20 days prior
      thereto or as soon as may be practicable, and the exercise of any Option by
      a
      Grantee thereafter shall be contingent upon consummation of the Corporate
      Transaction unless the Grantee expressly elects otherwise with respect to vested
      shares.

     

    (b)  In
      a
      Corporate Transaction in which the holders of the Common Stock are to receive
      only cash in exchange for or in cancellation of their shares of Common Stock,
      the Administrator may provide that, with respect to each Option whose exercise
      price per share is less that the per share cash consideration to the holders
      of
      the Common Stock that: (i) such Option shall be deemed automatically exercised
      in full as of the consummation of the Corporate Transaction; and (ii) the
      Grantee shall not be obligated to tender the exercise price in connection with
      such exercise, but shall be entitled to a payment equal to the number of shares
      that may be acquired upon exercise of the Option multiplied by the amount by
      which the per share cash consideration in the Corporate Transaction exceeds
      the
      exercise price. 

     

    
      
         

      

      
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    (c)  A
      “Corporate
      Transaction”
means:
      (i) the direct or indirect sale, transfer, conveyance or other disposition
      (other than by way of merger or consolidation), in one or a series of related
      transactions, of all or substantially all of the properties or assets of the
      Company; (ii) the adoption of a plan relating to the liquidation or dissolution
      of the Company; (iii) a merger or consolidation in which the Company is not
      the
      Surviving Entity; or (iv) a reverse merger in which the Company is the
      Surviving Entity, but the shares of Common Stock outstanding immediately
      preceding the merger are converted by virtue of the merger into other property,
      whether in the form of securities, cash or otherwise. “Surviving
      Entity”
      means
      the Company if immediately following any merger, consolidation or similar
      transaction, the holders of outstanding voting securities of the Company
      immediately prior to the merger or consolidation own equity securities
      possessing more than 50% of the voting power of the entity existing following
      the merger, consolidation or similar transaction. In all other cases, the other
      entity to the transaction and not the Company shall be the Surviving Entity.
      In
      making the determination of ownership by the stockholders of an entity
      immediately after the merger, consolidation or similar transaction, equity
      securities that the stockholders owned immediately before the merger,
      consolidation or similar transaction as stockholders of another party to the
      transaction shall be disregarded. Further, outstanding voting securities of
      an
      entity shall be calculated by assuming the conversion of all equity securities
      convertible (immediately or at some future time) into shares entitled to
      vote.

     

    6.2  Terms
      and Conditions to Which Only ISOs Are Subject.
      Options
      granted under the Plan designated as ISOs shall be subject to the following
      terms and conditions:

     

    6.2.1  Exercise
      Price.
      Notwithstanding Section 6.1, 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 6.1.9)
      of the
      stock covered by the Option at the time the Option is granted.

     

    6.2.2  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.

     

    6.2.3  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.

     

    
      
         

      

      
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    6.2.4  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.

     

    6.2.5  $100,000
      Limitation.
      To the
      extent that the aggregate fair market value (determined at the time of grant)
      of
      Common Stock with respect to which ISOs are exercisable for the first time
      by a
      Grantee during any calendar year (under all plans of the Company and its
      Affiliates) exceeds $100,000, the Options or portions thereof which exceed
      such
      limit (according to the order in which they were granted) shall be treated
      as
      NQOs.

     

    6.3  Manner
      of Exercise.
      A
      Grantee wishing to exercise an Option 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 6.1.7
      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 was exercised.
      Promptly after receipt of written notice of exercise and the applicable payments
      called for by this Section 6.3,
      the
      Company shall, without stock issue or transfer taxes to the holder or other
      person entitled to exercise the Option, 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 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.

     

    6.4  Stock
      splits, mergers, etc. 

     

    6.4.1  If
      outstanding shares of the Common Stock shall be subdivided into a greater number
      of shares, or a dividend in Common Stock shall be paid in respect of the Common
      Stock, the exercise price of any outstanding Option in effect immediately prior
      to such subdivision or at the record date of such dividend shall, simultaneously
      with the effectiveness of such subdivision or immediately after the record
      date
      of such dividend, be proportionately reduced, and conversely, if the outstanding
      shares of the Common Stock shall be combined into a smaller number of shares,
      the exercise price of any outstanding options in effect immediately prior to
      such combination shall, simultaneously with the effectiveness of such
      combination, be proportionately increased.

     

    6.4.2  When
      any
      adjustment is required to be made in the exercise price, the number of shares
      purchasable upon the exercise of any outstanding Option shall be adjusted to
      that number of shares determined by (a) multiplying an amount equal to the
      number of shares purchasable upon the exercise of the Option immediately prior
      to such adjustment by the exercise price in effect immediately prior to such
      adjustment, and then (b) dividing that product by the exercise price in
      effect immediately after such adjustment.

     

    6.4.3  In
      case
      of any merger, consolidation or capital reorganization or any reclassification
      of the Common Stock (other than the matters described in Section 6.4.1),
      upon
      exercise of any Option outstanding at the time of such merger, consolidation
      or
      capital reorganization or reclassification of the Common Stock, the holder
      shall
      receive the kind and number of shares of stock or other securities or property
      receivable upon such event by a holder of the number of shares of the Common
      Stock that such Option entitles the holder to purchase from the Company
      immediately prior to such event. In every such case, appropriate adjustment
      shall be made in the application of the provisions set forth in the Option
      agreement and in the Plan with respect to the rights and interests thereafter
      of
      the Grantee, to the end that the provisions set forth in the Option agreements
      and in the Plan (including the specified changes and other adjustments to the
      exercise price) shall thereafter be applicable in relation to any shares or
      other property thereafter purchasable upon exercise of such Option.


     

    
      
         

      

      
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    6.4.4  Any
      adjustments required or contemplated by this Section 6.4 shall be made by the
      Administrator, whose determination in that respect shall be final, binding
      and
      conclusive.

     

    6.4.5  Except
      as
      expressly provided in this Section 6.4,
      no
      Grantee shall have any rights by reason of any subdivision or consolidation
      of
      shares of stock of any class or the payment of any stock dividend or any other
      increase or decrease in the number of shares of stock of any class, and the
      dissolution, liquidation, merger, consolidation or split-up or sale of assets
      or
      stock to another corporation, or any issue by the Company of shares of stock
      of
      any class, or securities convertible into shares of stock of any class, shall
      not affect, and no adjustment by reason thereof shall be made with respect
      to,
      the number of, or Exercise Price for, the shares.

     

    6.4.6  Neither
      the Plan, nor the grant or existence of Options under the Plan, shall affect
      in
      any way the right or power of the Company to make adjustments,
      reclassifications, reorganizations or changes of its capital or business
      structure or to merge, consolidate, dissolve or liquidate, or to sell or
      transfer all or any part of its business or assets.

     

    6.4.7  The
      Company shall not be required to issue fractional shares as a result of any
      adjustments pursuant to this Section 6.4.
      If an
      adjustment under this Section 6.4
      would
      result in a fractional share interest under an Option or any vesting of 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.

     

    	7.  	
            EMPLOYMENT
              OR CONSULTING RELATIONSHIP

          


     

    Nothing
      in the Plan, or any Option granted 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 nor confer upon any Grantee any right to continue
      in
      the employ of, or consult with, or advise, the Company or any of its
      Affiliates.

     

    	8.  	
            CONDITIONS
              UPON ISSUANCE OF SHARES

          


     

    8.1  Securities
      Laws.
      Notwithstanding the provisions of any Option, 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 of 1933, as amended (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.

     

    
      
         

      

      
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    8.2  Non-Compete
      Agreement.
      As a
      further condition to the receipt of Common Stock pursuant to the exercise of
      an
      Option, the Grantee 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 an Option is outstanding to such Grantee and for six
      months after any exercise of an Option. Failure to comply with this condition
      shall cause such Option and the exercise or issuance of shares thereunder to
      be
      rescinded and the benefit of such exercise, issuance or award to be repaid
      to
      the Company.

     

    	9.  	
            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.

     

    	10.  	
            AMENDMENTS
              TO PLAN

          


     

    The
      Board
      may at any time amend, alter, suspend or discontinue the Plan. Without the
      consent of a Grantee, no amendment, alteration, suspension or discontinuance
      may
      adversely affect such person’s outstanding Options 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, alteration, suspension or discontinuance shall
      require stockholder approval unless (a) stockholder approval is required to
      preserve incentive stock option treatment for federal income tax purposes or
      (b)
      the Board otherwise concludes that stockholder approval is
      advisable.

     

    	11.  	
            EFFECTIVE
              DATE OF PLAN; TERMINATION

          


     

    The
      Plan
      became effective on August 29, 2006, the date of adoption by the Board;
provided,
      however,
      that no
      shares of Common Stock shall be issued, and no Option shall be exercisable,
      unless and until the Plan is approved by the shareholders pursuant to Delaware
      law within 12 months after adoption by the Board. If any Options 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 shall terminate
      retroactively as of the date they were granted. The Plan (but not Options
      previously granted under the Plan) shall terminate on June 30, 2016. Termination
      of the Plan shall not affect any outstanding Options, which shall continue
      to be
      governed by the Plan and the related Option agreement.

     

    
      
         

      

      
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