OPEN
      ENERGY CORPORATION

    2006
      EQUITY INCENTIVE PLAN

    


    1.    Purpose
      of the Plan.
      The
      purpose of this Plan is to encourage ownership in the Company by key personnel
      whose long-term service the Company considers essential to its continued
      progress and, thereby, encourage recipients to act in the stockholders’ interest
      and share in the Company’s success.

    


    2.    Definitions.
      As used
      herein, the following definitions shall apply:

    


    “Act”
      shall mean the Securities Act of 1933, as amended.

    


    “Administrator”
      shall mean the Board, any Committees, or such delegates as shall be
      administering the Plan in accordance with Section 4 of the Plan.

    


    “Affiliate”
      shall mean any entity that is directly or indirectly in control of or controlled
      by the Company, or any entity in which the Company has a significant ownership
      interest as determined by the Administrator.

    


    “Applicable
      Laws” shall mean the requirements relating to the administration of stock plans
      under federal and state laws; any stock exchange or quotation system on which
      the Company has listed or submitted for quotation the Common Stock to the extent
      provided under the terms of the Company’s agreement with such exchange or
      quotation system; and, with respect to Awards subject to the laws of any foreign
      jurisdiction where Awards are, or will be, granted under the Plan, to the laws
      of such jurisdiction.

    


    “Award”
      shall mean, individually or collectively, a grant under the Plan of an Option,
      Stock Award, SAR, or Cash Award.

    


    “Awardee”
      shall mean a Service Provider who has been granted an Award under the
      Plan.

    


    “Award
      Agreement” shall mean an Option Agreement, Stock Award Agreement, SAR Agreement,
      or Cash Award Agreement, which may be in written or electronic format, in such
      form and with such terms as may be specified by the Administrator, evidencing
      the terms and conditions of an individual Award. Each Award Agreement is subject
      to the terms and conditions of the Plan.

    


    “Board”
      shall mean the Board of Directors of the Company.

    


    “California
      Qualification Period” shall mean any period during which the issuance and sale
      of securities under this Plan require qualification under the California
      Corporate Securities Law of 1968.

    


    “Cash
      Award” shall mean a bonus opportunity awarded under Section 13 pursuant to which
      a Participant may become entitled to receive an amount based on the satisfaction
      of such performance criteria as are specified in the agreement or other
      documents evidencing the Award (the “Cash Award Agreement”).

    


    “Change
      in Control” shall mean any of the following, unless the Administrator provides
      otherwise:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (i)    any
      merger or consolidation in which the Company shall not be the surviving entity
      (or survives only as a subsidiary of another entity whose stockholders did
      not
      own all or substantially all of the Common Stock in substantially the same
      proportions as immediately before such transaction);

    


    (ii)    the
      sale
      of all or substantially all of the Company’s assets to any other person or
      entity (other than a wholly-owned subsidiary of the Company);

    


    (iii)    the
      acquisition of beneficial ownership of a controlling interest (including power
      to vote) in the outstanding shares of Common Stock by any person or entity
      (including a “group” as defined by or under Section 13(d)(3) of the Exchange
      Act);

    


    (iv)    the
      dissolution or liquidation of the Company;

    


    (v)    a
      contested election of Directors, as a result of which or in connection with
      which the persons who were Directors before such election or their nominees
      cease to constitute a majority of the Board; or

    


    (vi)    any
      other
      event specified, at the time an Award is granted or thereafter, by the Board
      or
      a Committee.

    


    Notwithstanding
      the foregoing, the term “Change in Control” shall not include any underwritten
      public offering of Shares registered under the Act.

    


    “Code”
      shall mean the Internal Revenue Code of 1986, as amended.

    


    “Committee”
      shall mean a committee of Directors appointed by the Board in accordance with
      Section 4 of the Plan.

    


    “Common
      Stock” shall mean the common stock of the Company.

    


    “Company”
      shall mean Open Energy Corporation, a Nevada corporation, or its
      successor.

    


    “Consultant”
      shall mean any natural person, other than an Employee or Director, who performs
      bona fide services for the Company or an Affiliate as a consultant or
      advisor.

    


    “Conversion
      Award” has the meaning set forth in Section 4(b)(xii) of the Plan.

    


    “Director”
      shall mean a member of the Board.

    


    “Disability”
      shall mean permanent and total disability as defined in Section 22(e)(3) of
      the
      Code.

    


    “Employee”
      shall mean an employee of the Company or any Affiliate, and may include an
      Officer or Director. Within the limitations of Applicable Law, the Administrator
      shall have the discretion to determine the effect upon an Award and upon an
      individual’s status as an Employee in the case of (i) any individual who is
      classified by the Company or its Affiliate as leased from or otherwise employed
      by a third party or as intermittent or temporary, even if any such
      classification is changed retroactively as a result of an audit, litigation
      or
      otherwise; (ii) any leave of absence approved by the Company or an Affiliate;
      (iii) any transfer between locations of employment with the Company or an
      Affiliate or between the Company and any Affiliate or between any Affiliates;
      (iv) any change in the Awardee’s status from an employee to a Consultant or
      Director; and (v) an employee who, at the request of the Company or an
      Affiliate, becomes employed by any partnership, joint venture, or corporation
      not meeting the requirements of an Affiliate in which the Company or an
      Affiliate is a party.

    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

       

    

    “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.

    


    “Fair
      Market Value” shall mean, unless the Administrator determines otherwise, as of
      any date, the closing price for such Common Stock as of such date (or if no
      sales were reported on such date, the closing price on the last preceding day
      for which a sale was reported), as reported in such source as the Administrator
      shall determine.

    


    “Grant
      Date” shall mean the date upon which an Award is granted to an Awardee pursuant
      to this Plan.

    


    “Incentive
      Stock Option” shall mean an Option intended to qualify as an incentive stock
      option within the meaning of Section 422 of the Code.

    


    “Nonstatutory
      Stock Option” shall mean an Option not intended to qualify as an Incentive Stock
      Option.

    


    “Officer”
      shall mean a person who is an officer of the Company within the meaning of
      Section 16 of the Exchange Act.

    


    “Option”
      shall mean a right granted under Section 8 of the Plan to purchase a certain
      number of Shares at such exercise price, at such times, and on such other terms
      and conditions as are specified in the agreement or other documents evidencing
      the Award (the “Option Agreement”). Both Options intended to qualify as
      Incentive Stock Options and Nonstatutory Stock Options may be granted under
      the
      Plan.

    


    “Participant”
      shall mean the Awardee or any person (including any estate) to whom an Award
      has
      been assigned or transferred as permitted hereunder.

    


    “Plan”
      shall mean this Open Energy Corporation 2006 Equity Incentive Plan.

    


    “Qualifying
      Performance Criteria” shall have the meaning set forth in Section 14(b) of the
      Plan.

    


    “Related
      Corporation” shall mean any parent or subsidiary (as those terms are defined in
      Section 424(e) and (f) of the Code) of the Company.

    


    “Service
      Provider” shall mean an Employee, Officer, Director, or Consultant.

    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

       

    

    “Share”
      shall mean a share of the Common Stock, as adjusted in accordance with Section
      15 of the Plan.

    


    “Stock
      Award” shall mean an award or issuance of Shares or Stock Units made under
      Section 11 of the Plan, the grant, issuance, retention, vesting, and
      transferability of which is subject during specified periods to such conditions
      (including continued service or performance conditions) and terms as are
      expressed in the agreement or other documents evidencing the Award (the “Stock
      Award Agreement”).

    


    “Stock
      Appreciation Right” or “SAR” shall mean an Award, granted alone or in connection
      with an Option, that pursuant to Section 12 of the Plan is designated as a
      SAR.
      The terms of the SAR are expressed in the agreement or other documents
      evidencing the Award (the “SAR Agreement”).

    


    “Stock
      Unit” shall mean a bookkeeping entry representing an amount equivalent to the
      fair market value of one Share, payable in cash, property or Shares. Stock
      Units
      represent an unfunded and unsecured obligation of the Company, except as
      otherwise provided for by the Administrator.

    


    “Ten-Percent
      Stockholder” shall mean the owner of stock (as determined under
      Section 424(d) of the Code) possessing more than 10% of the total combined
      voting power of all classes of stock of the Company (or any Related
      Corporation).

    


    “Termination
      Date” shall mean the date of a Participant’s Termination of Service, as
      determined by the Administrator in its sole discretion.

    


    “Termination
      of Service” shall mean ceasing to be a Service Provider. However, for Incentive
      Stock Option purposes, Termination of Service will occur when the Awardee ceases
      to be an employee (as determined in accordance with Section 3401(c) of the
      Code
      and the regulations promulgated thereunder) of the Company or one of its Related
      Corporations. The Administrator shall determine whether any corporate
      transaction, such as a sale or spin-off of a division or business unit, or
      a
      joint venture, shall be deemed to result in a Termination of
      Service.

    


    3.    Stock
      Subject to the Plan.

    


    (a)    Aggregate
      Limit. The maximum aggregate number of Shares that may be issued under the
      Plan through Awards is 8,500,000 Shares. The limitations of this Section 3(a)
      shall be subject to the adjustments provided for in Section 15 of the
      Plan.

    


    (b)    Reduction
      and Replenishment.
      Upon
      payment for Shares pursuant to the exercise of an Award, the number of Shares
      available for issuance under the Plan shall be reduced only by the number of
      Shares actually issued in such payment. If any outstanding Award expires or
      is
      terminated or canceled without having been exercised or settled in full, or
      if
      Shares acquired pursuant to an Award subject to forfeiture or repurchase are
      forfeited or repurchased by the Company, the Shares allocable to the terminated
      portion of such Award or such forfeited or repurchased Shares shall again be
      available to grant under the Plan. Notwithstanding the foregoing, the aggregate
      number of shares of Common Stock that may be issued under the Plan upon the
      exercise of Incentive Stock Options shall not be increased for restricted Shares
      that are forfeited or repurchased. Notwithstanding anything in the Plan, or
      any
      Award Agreement to the contrary, Shares attributable to Awards transferred
      under
      any Award transfer program shall not be again available for grant under the
      Plan. The Shares subject to the Plan may be either Shares reacquired by the
      Company, including Shares purchased in the open market, or authorized but
      unissued Shares.

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

       

    

    4.    Administration
      of the Plan.

    


    (a)    Procedure.

    


    (i)    Multiple
      Administrative Bodies.
      The
      Plan shall be administered by the Board or one or more Committees, including
      such delegates as may be appointed under paragraph (a)(iv) of this
      Section 4.

    


    (ii)    Section
      162(m).
      To the
      extent that the Administrator determines it to be desirable to qualify Awards
      granted hereunder as “performance-based compensation” within the meaning of
      Section 162(m) of the Code, Awards to “covered employees” within the meaning of
      Section 162(m) of the Code or Employees that the Committee determines may be
      “covered employees” in the future shall be made by a Committee of two or more
“outside directors” within the meaning of Section 162(m) of the
      Code.

    


    (iii)    Rule
      16b-3.
      To the
      extent desirable to qualify transactions hereunder as exempt under Rule 16b-3
      promulgated under the Exchange Act (“Rule 16b-3”), Awards to Officers and
      Directors shall be made in such a manner to satisfy the requirement for
      exemption under Rule 16b-3.

    


    (iv)    Other
      Administration.
      The
      Board or a Committee may delegate to an authorized Officer or Officers of the
      Company the power to approve Awards to persons eligible to receive Awards under
      the Plan who are not (A) subject to Section 16 of the Exchange Act; or (B)
      at
      the time of such approval, “covered employees” under Section 162(m) of the
      Code.

    


    (v)    Delegation
      of Authority for the Day-to-Day Administration of the Plan.
      Except
      to the extent prohibited by Applicable Law, the Administrator may delegate
      to
      one or more individuals the day-to-day administration of the Plan and any of
      the
      functions assigned to it in this Plan. Such delegation may be revoked at any
      time.

    


    (b)    Powers
      of the Administrator. Subject to the provisions of the Plan and, in the case
      of a Committee or delegates acting as the Administrator, subject to the specific
      duties delegated to such Committee or delegates, the Administrator shall have
      the authority, in its sole discretion:

    


    (i)    to
      select
      the Service Providers of the Company or its Affiliates to whom Awards are to
      be
      granted hereunder;

    


    (ii)    to
      determine the number of shares of Common Stock to be covered by each Award
      granted hereunder;

    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

       

    

    (iii)    to
      determine the type of Award to be granted to the selected Service
      Provider;

    


    (iv)    to
      approve the forms of Award Agreements for use under the Plan;

    


    (v)    to
      determine the terms and conditions, consistent with the terms of the Plan,
      of
      any Award granted hereunder. Such terms and conditions include the exercise
      or
      purchase price, the time or times when an Award may be exercised (which may
      or
      may not be based on performance criteria), the vesting schedule, any vesting
      or
      exercisability acceleration or waiver of forfeiture restrictions, the acceptable
      forms of consideration, the term, and any restriction or limitation regarding
      any Award or the Shares relating thereto, based in each case on such factors
      as
      the Administrator, in its sole discretion, shall determine and may be
      established at the time an Award is granted or thereafter;

    


    (vi)    to
      correct administrative errors;

    


    (vii)    to
      construe and interpret the terms of the Plan (including sub-plans and Plan
      addenda) and Awards granted pursuant to the Plan;

    


    (viii)    to
      adopt
      rules and procedures relating to the operation and administration of the Plan
      to
      accommodate the specific requirements of local laws and procedures. Without
      limiting the generality of the foregoing, the Administrator is specifically
      authorized (A) to adopt the rules and procedures regarding the conversion of
      local currency, withholding procedures, and handling of stock certificates
      that
      vary with local requirements; and (B) to adopt sub-plans and Plan addenda as
      the
      Administrator deems desirable, to accommodate foreign laws, regulations and
      practice;

    


    (ix)    to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans and Plan
      addenda;

    


    (x)    to
      modify
      or amend each Award, including the acceleration of vesting, exercisability,
      or
      both; provided, however, that any modification or amendment of an Award is
      subject to Section 16 of the Plan and may not materially impair any outstanding
      Award unless agreed to by the Participant;

    


    (xi)    to
      allow
      Participants to satisfy withholding tax amounts by electing to have the Company
      withhold from the Shares to be issued pursuant to an Award that number of Shares
      having a Fair Market Value equal to the amount required to be withheld. The
      Fair
      Market Value of the Shares to be withheld shall be determined in such manner
      and
      on such date that the Administrator shall determine or, in the absence of
      provision otherwise, on the date that the amount of tax to be withheld is to
      be
      determined. All elections by a Participant to have Shares withheld for this
      purpose shall be made in such form and under such conditions as the
      Administrator may provide;

    


    (xii)    to
      authorize conversion or substitution under the Plan of any or all stock options,
      stock appreciation rights, or other stock awards held by service providers
      of an
      entity acquired by the Company (the “Conversion Awards”). Any conversion or
      substitution shall be effective as of the close of the merger or acquisition.
      The Conversion Awards may be Nonstatutory Stock Options or Incentive Stock
      Options, as determined by the Administrator, with respect to options granted
      by
      the acquired entity. Unless otherwise determined by the Administrator at the
      time of conversion or substitution, all Conversion Awards shall have the same
      terms and conditions as Awards generally granted by the Company under the
      Plan;

    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

       

    

    (xiii)    to
      authorize any person to execute on behalf of the Company any instrument required
      to effect the grant of an Award previously granted by the
      Administrator;

    


    (xiv)    to
      determine whether Awards will be settled in Shares, cash, or in any combination
      thereof;

    


    (xv)    to
      determine whether to provide for the right to receive dividends or dividend
      equivalents;

    


    (xvi)    to
      establish a program whereby Service Providers designated by the Administrator
      can reduce compensation otherwise payable in cash in exchange for Awards under
      the Plan;

    


    (xvii)    to
      impose
      such restrictions, conditions, or limitations as it determines appropriate
      as to
      the timing and manner of any resales by a Participant or other subsequent
      transfers by the Participant of any Shares issued as a result of or under an
      Award, including (A) restrictions under an insider trading policy, and (B)
      restrictions as to the use of a specified brokerage firm for such resales or
      other transfers;

    


    (xviii)    to
      provide, either at the time an Award is granted or by subsequent action, that
      an
      Award shall contain as a term thereof, a right, either in tandem with the other
      rights under the Award or as an alternative thereto, of the Participant to
      receive, without payment to the Company, a number of Shares, cash, or a
      combination of both, the amount of which is determined by reference to the
      value
      of the Award; and

    


    (xix)    to
      make
      all other determinations deemed necessary or advisable for administering the
      Plan and any Award granted hereunder.

    


    (c)    Effect
      of Administrator’s Decision. All decisions, determinations and
      interpretations by the Administrator regarding the Plan, any rules and
      regulations under the Plan and the terms and conditions of any Award granted
      hereunder, shall be final and binding on all Participants. The Administrator
      shall consider such factors as it deems relevant, in its sole and absolute
      discretion, to making such decisions, determinations and interpretations,
      including the recommendations or advice of any officer or other employee of
      the
      Company and such attorneys, consultants and accountants as it may
      select.

    


    5.    Eligibility.
      Awards
      may be granted to Service Providers of the Company or any of its
      Affiliates.

    


    6.    Effective
      Date and Term of the Plan.
      The
      Plan shall become effective upon its adoption by the Board. Options, SARs,
      and
      Cash Awards may be granted immediately thereafter; provided, that no Option
      or
      SAR may be exercised and no Stock Award may be granted under the Plan until
      it
      is approved by the stockholders of the Company, in the manner and to the extent
      required by Applicable Law, within 12 months after the date of adoption by
      the
      Board. The Plan shall continue in effect for a term of ten years from the date
      of the Plan’s adoption by the Board unless terminated earlier under Section 16
      herein.

    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

       

    

    7.    Term
      of Award.
      The
      term of each Award shall be determined by the Administrator and stated in the
      Award Agreement. In the case of an Option, the term shall be ten years from
      the
      Grant Date or such shorter term as may be provided in the Award
      Agreement.

    


    8.    Options.
      The
      Administrator may grant an Option or provide for the grant of an Option, from
      time to time in the discretion of the Administrator or automatically upon the
      occurrence of specified events, including the achievement of performance goals,
      and for the satisfaction of an event or condition within the control of the
      Awardee or within the control of others.

    


    (a)    Option
      Agreement. Each Option Agreement shall contain provisions regarding (i) the
      number of Shares that may be issued upon exercise of the Option; (ii) the type
      of Option; (iii) the exercise price of the Shares and the means of payment
      for
      the Shares; (iv) the term of the Option; (v) such terms and conditions on the
      vesting or exercisability of an Option, or both, as may be determined from
      time
      to time by the Administrator; (vi) restrictions on the transfer of the Option
      and forfeiture provisions; and (vii) such further terms and conditions, in
      each
      case not inconsistent with this Plan, as may be determined from time to time
      by
      the Administrator.

    


    (b)    Exercise
      Price. The per share exercise price for the Shares to be issued pursuant to
      exercise of an Option shall be determined by the Administrator, subject to
      the
      following:

    


    (i)    In
      the
      case of an Incentive Stock Option, the per Share exercise price shall be no
      less
      than 100% of the Fair Market Value per Share on the Grant Date. Notwithstanding
      the foregoing, if any Incentive Stock Option is granted to a Ten-Percent
      Stockholder, then the exercise price shall not be less than 110% of the Fair
      Market Value of a share of Common Stock on the Grant Date.

    


    (ii)    In
      the
      case of a Nonstatutory Stock Option, the per Share exercise price shall be
      no
      less than 100% of the Fair Market Value per Share on the Grant Date. The per
      Share exercise price may also vary according to a predetermined formula;
      provided, that the exercise price never falls below 100% of the Fair Market
      Value per Share on the Grant Date.

    


    (iii)    Notwithstanding
      the foregoing, during any California Qualification Period, the per Share
      exercise price of an Option shall be determined by the Administrator but shall
      not be less than 100% (or 110% in the case of a person who is a Ten-Percent
      Stockholder on the date of grant of such Option) of the Fair Market Value of
      a
      share of Common Stock on the Grant Date.

    


    (iv)    Notwithstanding
      the foregoing, at the Administrator’s discretion, Conversion Awards may be
      granted in substitution or conversion of options of an acquired entity, with
      a
      per Share exercise price of less than 100% of the Fair Market Value per Share
      on
      the date of such substitution or conversion.

    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

       

    

    (c)    Vesting
      Period and Exercise Dates. Options granted under this Plan shall vest, be
      exercisable, or both, at such times and in such installments during the Option’s
      term as determined by the Administrator. The Administrator shall have the right
      to make the timing of the ability to exercise any Option granted under this
      Plan
      subject to continued service, the passage of time, or such performance
      requirements as deemed appropriate by the Administrator. At any time after
      the
      grant of an Option, the Administrator may reduce or eliminate any restrictions
      surrounding any Participant’s right to exercise all or part of the Option.
      Notwithstanding the foregoing, during any California Qualification Period,
      an
      Option awarded to anyone other than an Officer, Director, or Consultant of
      the
      Company shall vest at a rate of at least 20% per year.

    


    (d)    Form
      of Consideration. The Administrator shall determine the acceptable form of
      consideration for exercising an Option, including the method of payment, either
      through the terms of the Option Agreement or at the time of exercise of an
      Option. The consideration, determined by the Administrator (or pursuant to
      authority expressly delegated by the Board, a Committee, or other person),
      and
      in the form and amount required by applicable law, shall be actually received
      before issuing any Shares pursuant to the Plan; which consideration shall have
      a
      value, as determined by the Board, not less than the par value of such Shares.
      Acceptable forms of consideration may include:

    


    (i)    cash;

    


    (ii)    check
      or
      wire transfer;

    


    (iii)    subject
      to any conditions or limitations established by the Administrator, other Shares
      that have a Fair Market Value on the date of surrender or attestation that
      does
      not exceed the aggregate exercise price of the Shares as to which said Option
      shall be exercised;

    


    (iv)    consideration
      received by the Company under a broker-assisted sale and remittance program
      acceptable to the Administrator to the extent that this procedure would not
      violate Section 402 of the Sarbanes-Oxley Act of 2002, as amended;

    


    (v)    cashless
      exercise, subject to any conditions or limitations established by the
      Administrator;

    


    (vi)    such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted by Applicable Laws; or

    


    (vii)    any
      combination of the foregoing methods of payment.

    


    9.    Incentive
      Stock Option Limitations.

    


    (a)    Eligibility.
      Only employees (as determined in accordance with Section 3401(c) of the Code
      and
      the regulations promulgated thereunder) of the Company or any of its Related
      Corporations may be granted Incentive Stock Options.

    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

       

    

    (b)    $100,000
      Limitation. Notwithstanding the designation “Incentive Stock Option” in an
      Option Agreement, if the aggregate Fair Market Value of the Shares with respect
      to which Incentive Stock Options are exercisable for the first time by the
      Awardee during any calendar year (under all plans of the Company and any of
      its
      Related Corporations) exceeds $100,000, then the portion of such Options that
      exceeds $100,000 shall be treated as Nonstatutory Stock Options. An Incentive
      Stock Option is considered to be first exercisable during a calendar year if
      the
      Incentive Stock Option will become exercisable at any time during the year,
      assuming that any condition on the Awardee’s ability to exercise the Incentive
      Stock Option related to the performance of services is satisfied. If the
      Awardee’s ability to exercise the Incentive Stock Option in the year is subject
      to an acceleration provision, then the Incentive Stock Option is considered
      first exercisable in the calendar year in which the acceleration provision
      is
      triggered. For purposes of this Section 9(b), Incentive Stock Options shall
      be taken into account in the order in which they were granted. However, because
      an acceleration provision is not taken into account before its triggering,
      an
      Incentive Stock Option that becomes exercisable for the first time during a
      calendar year by operation of such provision does not affect the application
      of
      the $100,000 limitation with respect to any Incentive Stock Option (or portion
      thereof) exercised before such acceleration. The Fair Market Value of the Shares
      shall be determined as of the Grant Date.

    


    (c)    Leave
      of Absence. For purposes of Incentive Stock Options, no leave of absence may
      exceed three months, unless the right to reemployment upon expiration of such
      leave is provided by statute or contract. If the period of leave exceeds three
      months and the Awardee’s right to reemployment is not provided by statute or
      contract, the Awardee’s employment with the Company shall be deemed to terminate
      on the first day immediately following such three-month period, and any
      Incentive Stock Option granted to the Awardee shall cease to be treated as
      an
      Incentive Stock Option and shall terminate upon the expiration of the
      three-month period starting on the date the employment relationship is deemed
      terminated.

    


    (d)    Transferability.
      The Option Agreement must provide that an Incentive Stock Option cannot be
      transferable by the Awardee otherwise than by will or the laws of descent and
      distribution, and, during the lifetime of such Awardee, must not be exercisable
      by any other person. Notwithstanding the foregoing, the Administrator, in its
      sole discretion, may allow the Awardee to transfer his or her Incentive Stock
      Option to a trust where under Section 671 of the Code and other Applicable
      Law,
      the Awardee is considered the sole beneficial owner of the Option while it
      is
      held in the trust. If the terms of an Incentive Stock Option are amended to
      permit transferability, the Option will be treated for tax purposes as a
      Nonstatutory Stock Option.

    


    (e)    Exercise
      Price. The per Share exercise price of an Incentive Stock Option shall be
      determined by the Administrator in accordance with Section 8(b)(i) of the
      Plan.

    


    (f)    Ten-Percent
      Stockholder. If any Incentive Stock Option is granted to a Ten-Percent
      Stockholder, then the Option term shall not exceed five years measured from
      the
      date of grant of such Option.

    


    (g)    Other
      Terms. Option Agreements evidencing Incentive Stock Options shall contain
      such other terms and conditions as may be necessary to qualify as Incentive
      Stock Options, to the extent determined desirable by the Administrator, under
      the applicable provisions of Section 422 of the Code.

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

       

    

    10.    Exercise
      of Option.

    


    (a)    Procedure
      for Exercise; Rights as a Stockholder.

    


    (i)    Any
      Option granted hereunder shall be exercisable according to the terms of the
      Plan
      and at such times and under such conditions as determined by the Administrator
      and set forth in the respective Award Agreement.

    


    (ii)    An
      Option
      shall be deemed exercised when the Company receives (A) written or electronic
      notice of exercise (in accordance with the Award Agreement) from the person
      entitled to exercise the Option; (B) full payment for the Shares with respect
      to
      which the related Option is exercised; and (C) with respect to Nonstatutory
      Stock Options, payment of all applicable withholding taxes.

    


    (iii)    Shares
      issued upon exercise of an Option shall be issued in the name of the Participant
      or, if requested by the Participant, in the name of the Participant and his
      or
      her spouse. Unless provided otherwise by the Administrator or pursuant to this
      Plan, until the Shares are issued (as evidenced by the appropriate entry on
      the
      books of the Company or of a duly authorized transfer agent of the Company),
      no
      right to vote or receive dividends or any other rights as a stockholder shall
      exist with respect to the Shares subject to an Option, notwithstanding the
      exercise of the Option.

    


    (iv)    The
      Company shall issue (or cause to be issued) such Shares as soon as
      administratively practicable after the Option is exercised. An Option may not
      be
      exercised for a fraction of a Share.

    


    (b)    Effect
      of Termination of Service on Options.

    


    (i)    Generally.
      Unless
      otherwise provided for by the Administrator, if a Participant ceases to be
      a
      Service Provider, other than upon the Participant’s death or Disability, the
      Participant may exercise his or her Option within such period as is specified
      in
      the Award Agreement to the extent that the Option is vested on the Termination
      Date (but in no event later than the expiration of the term of such Option
      as
      set forth in the Award Agreement). Notwithstanding the foregoing, upon a
      Participant’s Termination of Service during any California Qualification Period,
      other than due to death, Disability, or cause, the Participant may exercise
      his
      or her Option (A) at any time on or before the date determined by the
      Administrator, which date shall be at least 30 days after the Participant’s
      Termination Date (but in no event later than the expiration of the term of
      such
      Option); and (B) only to the extent that the Participant was entitled to
      exercise such Option on the Termination Date. In the absence of a specified
      time
      in the Award Agreement, the vested portion of the Option will remain exercisable
      for three months following the Participant’s Termination Date. Unless otherwise
      provided by the Administrator, if on the Termination Date the Participant is
      not
      vested as to his or her entire Option, the Shares covered by the unvested
      portion of the Option will automatically revert to the Plan. If after the
      Termination of Service the Participant does not exercise his or her Option
      within the time specified by the Administrator, the Option will automatically
      terminate, and the Shares covered by such Option will revert to the
      Plan.

    


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

       

    

    (ii)    Disability
      of Awardee.
      Unless
      otherwise provided for by the Administrator, if a Participant ceases to be
      a
      Service Provider as a result of the Participant’s Disability, the Participant
      may exercise his or her Option within such period as is specified in the Award
      Agreement to the extent the Option is vested on the Termination Date (but in
      no
      event later than the expiration of the term of such Option as set forth in
      the
      Award Agreement). Notwithstanding the foregoing, during any California
      Qualification Period, upon a Participant’s Termination of Service due to his or
      her Disability the Participant may exercise his or her Option (A) at any time
      on
      or before the date determined by the Administrator, which date shall be at
      least
      six months after the Termination Date (but in no event later than the expiration
      date of the term of his or her Option); and (B) only to the extent that the
      Participant was entitled to exercise such Option on the Termination Date. In
      the
      absence of a specified time in the Award Agreement, the Option will remain
      exercisable for twelve months following the Participant’s Termination Date.
      Unless otherwise provided by the Administrator, if at the time of Disability
      the
      Participant is not vested as to his or her entire Option, the Shares covered
      by
      the unvested portion of the Option will automatically revert to the Plan. If
      the
      Option is not so exercised within the time specified herein, the Option will
      terminate, and the Shares covered by such Option will automatically revert
      to
      the Plan.

    


    (iii)    Death
      of Awardee.
      Unless
      otherwise provided for by the Administrator, if a Participant dies while a
      Service Provider, the Option may be exercised following the Participant’s death
      within such period as is specified in the Award Agreement to the extent that
      the
      Option is vested on the date of death (but in no event may the Option be
      exercised later than the expiration of the term of such Option as set forth
      in
      the Award Agreement), by the Participant’s designated beneficiary, provided such
      beneficiary has been designated before the Participant’s death in a form
      acceptable to the Administrator. Notwithstanding the foregoing, during any
      California Qualification Period, if the Participant dies before his or her
      Termination of Service, the Participant’s Option may be exercised by the
      Participant’s designated beneficiary (A) at any time on or before the date
      determined by the Administrator, which date shall be at least six months after
      the date of death (but in no event later than the expiration date of the term
      of
      his or her Option); and (B) only to the extent that the Participant was entitled
      to exercise the Option at the date of death. If no such beneficiary has been
      designated by the Participant, then such Option may be exercised by the personal
      representative of the Participant’s estate or by the person or persons to whom
      the Option is transferred pursuant to the Participant’s will or in accordance
      with the laws of descent and distribution. In the absence of a specified time
      in
      the Award Agreement, the Option will remain exercisable for twelve months
      following Participant’s death. Unless otherwise provided by the Administrator,
      if at the time of death Participant is not vested as to his or her entire
      Option, the Shares covered by the unvested portion of the Option will revert
      to
      the Plan. If the Option is not so exercised within the time specified herein,
      the Option will terminate, and the Shares covered by such Option will revert
      to
      the Plan.

    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

       

    

    11.    Stock
      Awards.

    


    (a)    Stock
      Award Agreement. Each Stock Award Agreement shall contain provisions
      regarding (i) the number of Shares subject to such Stock Award or a formula
      for
      determining such number; (ii) the purchase price, if any, of the Shares, and
      the
      means of payment for the Shares; (iii) the performance criteria, if any, and
      level of achievement versus these criteria that shall determine the number
      of
      Shares granted, issued, retained, or vested, as applicable; (iv) such terms
      and
      conditions on the grant, issuance, vesting, or forfeiture of the Shares, as
      applicable, as may be determined from time to time by the Administrator; (v)
      restrictions on the transferability of the Stock Award; and (vi) such further
      terms and conditions in each case not inconsistent with this Plan as may be
      determined from time to time by the Administrator.

    


    Notwithstanding
      the foregoing, during any California Qualification Period, the purchase price
      for restricted Shares shall be determined by the Administrator, but shall not
      be
      less than 85% (or 100% in the case of a person who is a Ten-Percent Stockholder
      on the date of grant of such restricted stock) of the Fair Market Value of
      a
      share of Common Stock on the date of grant of such restricted
      stock.

    


    (b)    Restrictions
      and Performance Criteria. The grant, issuance, retention, and vesting of
      each Stock Award may be subject to such performance criteria and level of
      achievement versus these criteria as the Administrator shall determine, which
      criteria may be based on financial performance, personal performance
      evaluations, or completion of service by the Awardee. Notwithstanding the
      foregoing, during any California Qualification Period, restricted stock awarded
      to anyone other than an Officer, Director, or Consultant of the Company shall
      vest at a rate of at least 20% per year.

    


    Notwithstanding
      anything to the contrary herein, the performance criteria for any Stock Award
      that is intended to satisfy the requirements for “performance-based
      compensation” under Section 162(m) of the Code shall be established by the
      Administrator based on one or more Qualifying Performance Criteria selected
      by
      the Administrator and specified in writing.

    


    (c)    Forfeiture.
      Unless otherwise provided for by the Administrator, upon the Awardee’s
      Termination of Service, the unvested Stock Award and the Shares subject thereto
      shall be forfeited, provided that to the extent that the Participant purchased
      any Shares pursuant to such Stock Award, the Company shall have a right to
      repurchase the unvested portion of such Shares at the original price paid by
      the
      Participant, provided that during any California Qualification Period, the
      Company must exercise such right to repurchase (i) for either cash or
      cancellation of purchase money indebtedness for such unvested Shares; and (ii)
      within 90 days of such Termination of Service.

    


    (d)    Rights
      as a Stockholder. Unless otherwise provided by the Administrator, the
      Participant shall have the rights equivalent to those of a stockholder and
      shall
      be a stockholder only after Shares are issued (as evidenced by the appropriate
      entry on the books of the Company or of a duly authorized transfer agent of
      the
      Company) to the Participant. Unless otherwise provided by the Administrator,
      a
      Participant holding Stock Units shall be entitled to receive dividend payments
      as if he or she were an actual stockholder.

    


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

       

    

    12.    Stock
      Appreciation Rights.
      Subject
      to the terms and conditions of the Plan, a SAR may be granted to a Service
      Provider at any time and from time to time as determined by the Administrator
      in
      its sole discretion.

    


    (a)    Number
      of SARs. The Administrator shall have complete discretion to determine the
      number of SARs granted to any Service Provider.

    


    (b)    Exercise
      Price and Other Terms. The per SAR exercise price shall be no less than 100%
      of the Fair Market Value per Share on the Grant Date. The Administrator, subject
      to the provisions of the Plan, shall have complete discretion to determine
      the
      other terms and conditions of SARs granted under the Plan.

    


    (c)    Exercise
      of SARs. SARs shall be exercisable on such terms and conditions as the
      Administrator, in its sole discretion, shall determine.

    


    (d)    SAR
      Agreement. Each SAR grant shall be evidenced by a SAR Agreement that will
      specify the exercise price, the term of the SAR, the conditions of exercise,
      and
      such other terms and conditions as the Administrator, in its sole discretion,
      shall determine.

    


    (e)    Expiration
      of SARs. A SAR granted under the Plan shall expire upon the date determined
      by the Administrator, in its sole discretion, and set forth in the SAR
      Agreement. Notwithstanding the foregoing, the rules of Section 10(b) will also
      apply to SARs.

    


    (f)    Payment
      of SAR Amount. Upon exercise of a SAR, the Participant shall be entitled to
      receive a payment from the Company in an amount equal to the difference between
      the Fair Market Value of a Share on the date of exercise over the exercise
      price
      of the SAR. This amount shall be paid in cash, Shares of equivalent value,
      or a
      combination of both, as the Administrator shall determine.

    


    13.    Cash
      Awards.
      Each
      Cash Award will confer upon the Participant the opportunity to earn a future
      payment tied to the level of achievement with respect to one or more performance
      criteria established by the Administrator for a performance period.

    


    (a)    Cash
      Award. Each Cash Award shall contain provisions regarding (i) the
      performance goal or goals and maximum amount payable to the Participant as
      a
      Cash Award; (ii) the performance criteria and level of achievement versus these
      criteria that shall determine the amount of such payment; (iii) the period
      as to
      which performance shall be measured for establishing the amount of any payment;
      (iv) the timing of any payment earned by virtue of performance; (v) restrictions
      on the alienation or transfer of the Cash Award before actual payment; (vi)
      forfeiture provisions; and (vii) such further terms and conditions, in each
      case
      not inconsistent with the Plan, as may be determined from time to time by the
      Administrator. The maximum amount payable as a Cash Award that is settled for
      cash may exceed the target amount payable.

    


    (b)    Performance
      Criteria. The Administrator shall establish the performance criteria and
      level of achievement versus these criteria that shall determine the target
      and
      the minimum and maximum amount payable under a Cash Award, which criteria may
      be
      based on financial performance or personal performance evaluations or both.
      The
      Administrator may specify the percentage of the target Cash Award that is
      intended to satisfy the requirements for “performance-based compensation” under
      Section 162(m) of the Code. Notwithstanding anything to the contrary herein,
      the
      performance criteria for any portion of a Cash Award that is intended to satisfy
      the requirements for “performance-based compensation” under Section 162(m) of
      the Code shall be a measure established by the Administrator based on one or
      more Qualifying Performance Criteria selected by the Administrator and specified
      in writing.

    


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

       

    

    (c)    Timing
      and Form of Payment. The Administrator shall determine the timing of payment
      of any Cash Award. The Administrator may specify the form of payment of Cash
      Awards, which may be cash or other property, or may provide for an Awardee
      to
      have the option for his or her Cash Award, or such portion thereof as the
      Administrator may specify, to be paid in whole or in part in cash or other
      property.

    


    (d)    Termination
      of Service. The Administrator shall have the discretion to determine the
      effect of a Termination of Service on any Cash Award due to (i) disability,
      (ii)
      retirement, (iii) death, (iv) participation in a voluntary severance program,
      or
      (v) participation in a work force restructuring.

    


    14.    Other
      Provisions Applicable to Awards.

    


    (a)    Non-Transferability
      of Awards. Unless determined otherwise by the Administrator, an Award may
      not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
      any
      manner other than by will or by the laws of descent and distribution, and may
      be
      exercised, during the lifetime of the Participant, only by the Participant.
      If
      the Administrator makes an Award transferable, either at the time of grant
      or
      thereafter, such Award shall contain such additional terms and conditions as
      the
      Administrator deems appropriate, and any transferee shall be bound by such
      terms
      upon acceptance of such transfer. Notwithstanding the foregoing, during any
      California Qualification Period, an Award may not be transferred in any manner
      other than by will, by the laws of descent and distribution, or as permitted
      by
      Rule 701 of the Securities Act of 1933, as amended, as the Administrator may
      determine.

    


    (b)    Qualifying
      Performance Criteria. For purposes of this Plan, the term “Qualifying
      Performance Criteria” shall mean any one or more of the following performance
      criteria, applied to either the Company as a whole or to a business unit,
      Affiliate, Related Corporations, or business segment, either individually,
      alternatively, or in any combination, and measured either annually or
      cumulatively over a period of years, on an absolute basis or relative to a
      pre-established target, to previous years’ results or to a designated comparison
      group, in each case as specified in the Award by the Committee: (i) cash flow,
      (ii) earnings (including gross margin, earnings before interest and taxes,
      earnings before taxes, and net earnings), (iii) earnings per share, (iv) growth
      in earnings or earnings per share, (v) stock price, (vi) return on equity or
      average stockholders’ equity, (vii) total stockholder return, (viii) return on
      capital, (ix) return on assets or net assets, (x) return on investment, (xi)
      revenue, (xii) income or net income, (xiii) operating income or net operating
      income, (xiv) operating profit or net operating profit, (xv) operating margin,
      (xvi) return on operating revenue, (xvii) market share, (xviii) contract awards
      or backlog, (xix) overhead or other expense reduction, (xx) growth in
      stockholder value relative to the moving average of the S&P 500 Index or a
      peer group index, (xxi) credit rating, (xxii) strategic plan development and
      implementation, (xxiii) improvement in workforce diversity, (xxiv) EBITDA,
      and
      (xxv) any other similar criteria.

    


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

       

    

    (c)    Certification.
      Before payment of any compensation under an Award intended to qualify as
“performance-based compensation” under Section 162(m) of the Code, the Committee
      shall certify the extent to which any Qualifying Performance Criteria and any
      other material terms under such Award have been satisfied (other than in cases
      where such relate solely to the increase in the value of the Common
      Stock).

    


    (d)    Discretionary
      Adjustments Pursuant to Section 162(m). Notwithstanding satisfaction or
      completion of any Qualifying Performance Criteria, to the extent specified
      at
      the time of grant of an Award to “covered employees” within the meaning of
      Section 162(m) of the Code, the number of Shares, Options or other benefits
      granted, issued, retained, or vested under an Award on account of satisfaction
      of such Qualifying Performance Criteria may be reduced by the Committee on
      the
      basis of such further considerations as the Committee in its sole discretion
      shall determine.

    


    (e)    Section 409A.
      Notwithstanding anything in the Plan to the contrary, it is the Company’s intent
      that all Awards granted under this Plan comply with Section 409A of the
      Code, and each Award shall be interpreted in a manner consistent with that
      intention.

    


    (f)    Financial
      Information. During any California Qualification Period, the Company shall
      at least annually provide financial statements to Participants as required
      by
      Section 260.140.46 of the California Code of Regulations.

    


    15.    Adjustments
      upon Changes in Capitalization, Dissolution, Merger or Asset
      Sale.

    


    (a)    Changes
      in Capitalization. 

    


    (i)    The
      limitations set forth in Section 3, the number and kind of Shares covered
      by each outstanding Award, and the price per Share (but not the total price)
      subject to each outstanding Award shall be proportionally adjusted to prevent
      dilution or enlargement of rights under the Plan for any change in the
      outstanding Common Stock subject to the Plan, or subject to any Award, resulting
      from any stock splits, combination or exchange of Shares, consolidation,
      spin-off or recapitalization of Shares or any capital adjustment or transaction
      similar to the foregoing or any distribution to holders of Common Stock other
      than regular cash dividends.

    


    (ii)    The
      Administrator shall make such adjustment in such manner as it deems equitable
      and appropriate, subject to compliance with Applicable Laws. Any determination,
      substitution or adjustment made by the Administrator under this Section shall
      be
      conclusive and binding on all persons. The conversion of any convertible
      securities of the Company shall not be treated as a transaction requiring any
      adjustment under this Section. Except as expressly provided herein, no issuance
      by the Company of shares of stock of any class, or securities convertible into
      shares of stock of any class, shall affect, and no adjustment by reason thereof
      shall be made with respect to, the number or price of Shares subject to an
      Award.

    


    
      
         

      

      
        -16-

        
          

        

      

      
         

      

       

    

    (b)    Dissolution
      or Liquidation. In the event of the proposed dissolution or liquidation of
      the Company, the Administrator shall notify each Participant as soon as
      practicable before the effective date of such proposed transaction. The
      Administrator in its discretion may provide for an Option to be fully vested
      and
      exercisable until ten days before such proposed transaction. In addition, the
      Administrator may provide that any restrictions on any Award shall lapse before
      the proposed transaction, provided the proposed dissolution or liquidation
      takes
      place at the time and in the manner contemplated. To the extent it has not
      been
      previously exercised, an Award will terminate immediately before the
      consummation of such proposed transaction.

    


    (c)    Change
      in Control. If there is a Change in Control of the Company, as determined by
      the Board or a Committee, the Board or Committee, or board of directors of
      any
      surviving entity or acquiring entity may, in its discretion, (i) provide for
      the
      assumption, continuation or substitution (including an award to acquire
      substantially the same type of consideration paid to the stockholders in the
      transaction in which the Change in Control occurs) of, or adjustment to, all
      or
      any part of the Awards; (ii) accelerate the vesting of all or any part of the
      Options and SARs and terminate any restrictions on all or any part of the Stock
      Awards or Cash Awards; (iii) provide for the cancellation of all or any part
      of
      the Awards for a cash payment to the Participants; and (iv) provide for the
      cancellation of all or any part of the Awards as of the closing of the Change
      in
      Control; provided, that the Participants are notified that they must exercise
      or
      redeem their Awards (including, at the discretion of the Board or Committee,
      any
      unvested portion of such Award) at or before the closing of the Change in
      Control.

    


    16.    Amendment
      and Termination of the Plan.

    


    (a)    Amendment
      and Termination. The Administrator may amend, alter, or discontinue the Plan
      or any Award Agreement, but any such amendment shall be subject to approval
      of
      the stockholders of the Company in the manner and to the extent required by
      Applicable Law.

    


    (b)    Effect
      of Amendment or Termination. No amendment, suspension, or termination of the
      Plan shall materially impair the rights of any Award, unless agreed otherwise
      between the Participant and the Administrator. Termination of the Plan shall
      not
      affect the Administrator’s ability to exercise the powers granted to it
      hereunder with respect to Awards granted under the Plan before the date of
      such
      termination.

    


    (c)    Effect
      of the Plan on Other Arrangements. Neither the adoption of the Plan by the
      Board or a Committee nor the submission of the Plan to the stockholders of
      the
      Company for approval shall be construed as creating any limitations on the
      power
      of the Board or any Committee to adopt such other incentive arrangements as
      it
      or they may deem desirable, including the granting of restricted stock or stock
      options otherwise than under the Plan, and such arrangements may be either
      generally applicable or applicable only in specific cases.

    


    17.    Designation
      of Beneficiary.

    


    (a)    An
      Awardee may file a written designation of a beneficiary who is to receive the
      Awardee’s rights pursuant to Awardee’s Award or the Awardee may include his or
      her Awards in an omnibus beneficiary designation for all benefits under the
      Plan. To the extent that Awardee has completed a designation of beneficiary
      such
      beneficiary designation shall remain in effect with respect to any Award
      hereunder until changed by the Awardee to the extent enforceable under
      Applicable Law.

    


    
      
         

      

      
        -17-

        
          

        

      

      
         

      

       

    

    (b)    The
      Awardee may change such designation of beneficiary at any time by written
      notice. If an Awardee dies and no beneficiary is validly designated under the
      Plan who is living at the time of such Awardee’s death, the Company shall allow
      the executor or administrator of the estate of the Awardee to exercise the
      Award, or if no such executor or administrator has been appointed (to the
      knowledge of the Company), the Company, in its discretion, may allow the spouse
      or one or more dependents or relatives of the Awardee to exercise the Award
      to
      the extent permissible under Applicable Law.

    


    18.    No
      Right to Awards or to Service.
      No
      person shall have any claim or right to be granted an Award and the grant of
      any
      Award shall not be construed as giving an Awardee the right to continue in
      the
      service of the Company or its Affiliates. Further, the Company and its
      Affiliates expressly reserve the right, at any time, to dismiss any Service
      Provider or Awardee at any time without liability or any claim under the Plan,
      except as provided herein or in any Award Agreement entered into
      hereunder.

    


    19.    Preemptive
      Rights.
      No
      Shares will be issued under the Plan in violation of any preemptive rights
      held
      by any stockholder of the Company.

    


    20.    Legal
      Compliance.
      No
      Share will be issued pursuant to an Award under the Plan unless the issuance
      and
      delivery of such Share, as well as the exercise of such Award, if applicable,
      will comply with Applicable Laws. Issuance of Shares under the Plan shall be
      subject to the approval of counsel for the Company with respect to such
      compliance. Notwithstanding anything in the Plan to the contrary, the Plan
      is
      intended to comply with the requirements of Section 409A of the Code and shall
      be interpreted in a manner consistent with that intention.

    


    21.    Inability
      to Obtain Authority.
      To the
      extent the Company is unable to or the Administrator deems that it is not
      feasible to obtain authority from any regulatory body having jurisdiction,
      which
      authority is deemed by the Company’s counsel to be necessary to the lawful
      issuance and sale of any Shares hereunder, the Company shall be relieved of
      any
      liability with respect to the failure to issue or sell such Shares as to which
      such requisite authority shall not have been obtained.

    


    22.    Reservation
      of Shares.
      The
      Company, during the term of this Plan, will at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan.

    


    23.    Notice.
      Any
      written notice to the Company required by any provisions of this Plan shall
      be
      addressed to the Secretary of the Company and shall be effective when
      received.

    


    24.    Governing
      Law; Interpretation of Plan and Awards.

    


    (a)    This
      Plan
      and all determinations made and actions taken pursuant hereto shall be governed
      by the substantive laws, but not the choice of law rules, of the state of
      Nevada.

    


    
      
         

      

      
        -18-

        
          

        

      

      
         

      

       

    

    (b)    If
      any
      provision of the Plan or any Award granted under the Plan is declared to be
      illegal, invalid, or otherwise unenforceable by a court of competent
      jurisdiction, such provision shall be reformed, if possible, to the extent
      necessary to render it legal, valid, and enforceable, or otherwise deleted,
      and
      the remainder of the terms of the Plan and Award shall not be affected except
      to
      the extent necessary to reform or delete such illegal, invalid, or unenforceable
      provision.

    


    (c)    The
      headings preceding the text of the sections hereof are inserted solely for
      convenience of reference, and shall not constitute a part of the Plan, nor
      shall
      they affect its meaning, construction or effect.

    


    (d)    The
      terms
      of the Plan and any Award shall inure to the benefit of and be binding upon
      the
      parties hereto and their respective permitted heirs, beneficiaries, successors,
      and assigns.

    


    (e)    All
      questions arising under the Plan or under any Award shall be decided by the
      Administrator in its total and absolute discretion. If the Participant believes
      that a decision by the Administrator with respect to such person was arbitrary
      or capricious, the Participant may request arbitration with respect to such
      decision. The review by the arbitrator shall be limited to determining whether
      the Administrator’s decision was arbitrary or capricious. This arbitration shall
      be the sole and exclusive review permitted of the Administrator’s decision, and
      the Awardee shall as a condition to the receipt of an Award be deemed to waive
      explicitly any right to judicial review.

    


    25.    Limitation
      on Liability.
      The
      Company and any Affiliate or Related Corporation that is in existence or
      hereafter comes into existence shall not be liable to a Participant, an
      Employee, an Awardee, or any other persons as to:

    


    (a)    The
      Non-Issuance of Shares. The non-issuance or sale of Shares as to which the
      Company has been unable to obtain from any regulatory body having jurisdiction
      the authority deemed by the Company’s counsel to be necessary to the lawful
      issuance and sale of any shares hereunder; and

    


    (b)    Tax
      Consequences. Any tax consequence expected, but not realized, by any
      Participant, Employee, Awardee or other person due to the receipt, exercise
      or
      settlement of any Option or other Award granted hereunder.

    


    26.    Unfunded
      Plan.
      Insofar
      as it provides for Awards, the Plan shall be unfunded. Although bookkeeping
      accounts may be established with respect to Awardees who are granted Stock
      Awards under this Plan, any such accounts will be used merely as a bookkeeping
      convenience. The Company shall not be required to segregate any assets that
      may
      at any time be represented by Awards, nor shall this Plan be construed as
      providing for such segregation, nor shall the Company or the Administrator
      be
      deemed a trustee of stock or cash to be awarded under the Plan. Any liability
      of
      the Company to any Participant with respect to an Award shall be based solely
      upon any contractual obligations that may be created by the Plan; no such
      obligation of the Company shall be deemed secured by any pledge or other
      encumbrance on any property of the Company. Neither the Company nor the
      Administrator shall be required to give any security or bond for the performance
      of any obligation that may be created by this Plan.

    


    
      
         

      

      
        -19-

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF, the Company, by its duly authorized officer, has executed
      this
      Plan, effective as of November 2, 2006.

     

    
      	 	 	 
	 	OPEN
              ENERGY
              CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ David
              Saltman
	 	David Saltman
	 	
              President
                and Chief Executive Officer

            


    

     

    
      
         

      

      
        -20-