Exhibit 10.29
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                        JACK HENRY & ASSOCIATES, INC.
                      2006 EMPLOYEE STOCK PURCHASE PLAN
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      The  following  constitutes  the  provisions   of  the  Jack  Henry   &
 Associates, Inc. 2006 Employee Stock Purchase Plan.

      1.   Purpose.  The purpose of the  Plan is to provide employees of  the
 Company and Designated Subsidiaries with  an opportunity to purchase  Common
 Stock through accumulated payroll  deductions.  It is  the intention of  the
 Company that the  Plan qualify as  an "Employee Stock  Purchase Plan"  under
 Section 423 of the Code.  The provisions of the Plan, accordingly, shall  be
 construed so as  to extend and  limit participation in  a manner  consistent
 with the requirements of that section of the Code.

      2.   Definitions.

           (a)  "Board" shall mean the Board of  Directors of the Company  or
 any committee thereof designated by the Board of Directors of the Company in
 accordance with Section 14.

           (b)  "Code" shall  mean  the Internal  Revenue  Code of  1986,  as
 amended.

           (c)  "Common Stock" shall  mean the common  stock of the  Company,
 $0.01 par value.

           (d)  "Company" shall mean Jack Henry & Associates, Inc.

           (e)  "Compensation," unless  otherwise  determined by  the  Board,
 shall mean all cash compensation reportable  on Form W-2, including  without
 limitation base  straight time  gross  earnings, commissions,  payments  for
 overtime, shift  premium,  incentive  compensation, and  bonuses,  plus  any
 amounts contributed  by  the  Participant pursuant  to  a  salary  reduction
 agreement to a  qualified deferred  compensation plan  described in  Section
 401(k) of the Code or a cafeteria plan described in Section 125 of the  Code
 maintained by the  Employer, but excluding  expense reimbursements,  equity-
 based compensation, gains realized in connection with the exercise of  stock
 options  or  participation  in  stock   option  or  purchase  programs   and
 contributions by the Employer to a qualified deferred compensation plan.

           (f)  "Designated   Subsidiary"   shall   mean   any   wholly-owned
 Subsidiary or any  other Subsidiary that  has been designated  by the  Board
 from time to time in its sole  discretion as eligible to participate in  the
 Plan.

           (g)  "Effective  Date"  shall  mean  the  date  the  Plan  becomes
 effective as described in Section 23.

           (h)  "Employee" shall mean any person (i) who is an employee of an
 Employer within  the meaning  of Section  3401(c)  of the  Code,  (ii) whose
 customary employment with  the Employer is  at least 20  hours per week  and
 more than 5 months in any calendar year, and (iii) who, as of the Enrollment
 Date, has been employed by the Employer for at least one year.  For purposes
 of the  Plan, the  employment relationship  shall be  treated as  continuing
 intact while  the individual  is on  sick leave  or other  leave of  absence
 approved by the Employer and meeting the requirements of Treasury Regulation
 Section 1.421-7(h)(2).  Where  the period of leave  exceeds 90 days and  the
 individual's right to reemployment is not guaranteed either by statute or by
 contract, the employment relationship shall be deemed to have terminated  on
 the 91st day of such leave.

           (i)  "Employer" shall mean the Company or a Designated Subsidiary,
 as applicable.

           (j)  "Enrollment Date" shall  mean the first  Trading Day of  each
 Offering Period.

           (k)  "Exercise Date"  shall  mean the  last  Trading Day  of  each
 Offering Period.

           (l)  "Fair Market Value" shall mean, as of any date, the value  of
 Common Stock determined as follows:

                     (i)  If the Common  Stock is listed  on any  established
      stock  exchange  or  a   national  market  system,  including   without
      limitation the Nasdaq National Market or The Nasdaq Small Cap Market of
      The Nasdaq Stock  Market, its Fair  Market Value shall  be the  closing
      sales price  for such  stock (or  the  closing bid,  if no  sales  were
      reported) as quoted  on such  exchange or  system for  the last  market
      trading day prior to the date of determination, as reported in The Wall
      Street Journal or such other source as the Board deems reliable;

                     (ii) If the  Common  Stock  is  regularly  quoted  by  a
      recognized securities dealer but selling  prices are not reported,  its
      Fair Market Value shall be the mean of the closing bid and asked prices
      for the Common Stock prior to the date of determination, as reported in
      The Wall  Street  Journal or  such  other  source as  the  Board  deems
      reliable; or

                     (iii) In  the  absence  of  an  established  market  for
      the Common Stock, the Fair Market Value thereof shall be determined  in
      good faith by the Board.

           (m)  "Offering Periods" shall  mean the  periods of  approximately
 one month beginning on  or after the Effective  Date during which an  option
 granted pursuant to  the Plan may  be exercised as  described more fully  in
 Section 4.

           (n)  "Participant" shall mean an Employee who participates in  the
 Plan.

           (o)  "Plan" shall mean  this Jack  Henry &  Associates, Inc.  2006
 Employee Stock Purchase Plan.

           (p)  "Purchase Price" shall mean 95% of the Fair Market Value of a
 share of Common Stock  on the Exercise Date,  provided, however, that in  no
 event shall the Purchase  Price be less than  $0.01 per share, and  provided
 further that the  Purchase Price may  be adjusted by  the Board pursuant  to
 Section 20.

           (q)  "Subsidiary"  shall  mean  any  corporation  other  than  the
 Company, in an unbroken chain of corporations beginning with the Company if,
 at the time of granting an option  under the Plan, each of the  corporations
 other than the last corporation in the unbroken chain owns stock  possessing
 50% or more of the total  combined voting power of  all classes of stock  in
 one of the other corporations in such chain.

           (r)  "Trading Day"  shall  mean  a day  on  which  national  stock
 exchanges and the Nasdaq System are open for trading.

      3.   Eligibility.

           (a)  Any Employee who shall be employed by an Employer on a  given
 Enrollment Date for an Offering Period  shall be eligible to participate  in
 the Plan during such Offering Period, subject to the limitations imposed  by
 Section 423(b) of the Code.

           (b)  Any provisions of the  Plan to the contrary  notwithstanding,
 no Participant shall be granted an  option under the Plan (i) to the  extent
 that, immediately after  the grant, such  Participant (or  any other  person
 whose stock  would be  attributed to  such Participant  pursuant to  Section
 424(d) of the Code) would own stock of the Company or any Subsidiary  and/or
 hold outstanding options to purchase such stock possessing 5% or more of the
 total combined voting power or value of all classes of stock of the  Company
 or any Subsidiary, or (ii) to the extent that his or her rights to  purchase
 stock under  all  employee stock  purchase  plans  of the  Company  and  its
 Subsidiaries accrue at a rate which exceeds $25,000 of fair market value  of
 such stock (determined at the time such option is granted) for each calendar
 year in which such option is outstanding at any time.

      4.   Offering Periods.   The Plan shall  be implemented by  consecutive
 Offering Periods with a new Offering Period commencing on the first  Trading
 Day which is on or after the 16th day  of each calendar month and ending  on
 the last Trading Day  which is on or  before the 15th  day of the  following
 calendar month and continuing thereafter until terminated in accordance with
 Section 20.  The  Board  shall  have the  power to  change the  duration  of
 Offering Periods (including the commencement dates thereof) with respect  to
 future offerings without stockholder approval if such change is announced at
 least 15 days prior to the scheduled beginning of the first Offering  Period
 to be affected thereafter.

      5.   Participation.

           (a)  An eligible Employee may become a Participant in the Plan  by
 completing a Subscription  Agreement authorizing payroll  deductions in  the
 form required  by  the  Company  and filing  it  with  the  Human  Resources
 Department of the Company at least 10 calendar days prior to the  applicable
 Enrollment  Date  or  by  such  other  date  as  the  Board  may  prescribe.
 Participation in the Plan shall be voluntary.

           (b)  An Employee's Subscription Agreement and participation in the
 Plan shall  become effective  on the  first  Enrollment Date  following  the
 timely filing  of  his  or her  Subscription  Agreement  and,  provided  the
 Participant continues to  be an  eligible Employee,  shall remain  effective
 until changed or revoked  by the Participant by  filing a Payroll  Deduction
 Authorization Change  or Withdrawal  in the  form  required by  the  Company
 pursuant to Section  6(d) or  10(a).  An  Employee who  becomes eligible  to
 participate in the Plan after the commencement of an Offering Period or  who
 is eligible but declines  to participate prior to  the commencement of  such
 Offering Period  may  not  become  a  participant  in  the  Plan  until  the
 commencement of the next Offering Period.

      6.   Payroll Deductions.

           (a)  Payroll deductions for  a Participant shall  commence on  the
 first payday following the Enrollment Date and shall continue on each payday
 during the  Offering  Period  as to  which  the  Participant's  Subscription
 Agreement is applicable.

           (b)  At the  time  a Participant  files  his or  her  Subscription
 Agreement, he or she shall elect to have payroll deductions, determined as a
 whole dollar amount  or a  whole percentage  of Compensation,  made on  each
 payday during the Offering Period in an amount (i) not less than $10.00  per
 pay period, and (ii) not  greater than 10% of  the Compensation which he  or
 she receives  on each  payday  during the  Offering  Period, or  such  other
 minimum or maximum rate as may be determined from time to time by the  Board
 subject to the provisions of Section 20.  Except for the foregoing sentence,
 all eligible Employees shall have the  same rights and privileges under  the
 Plan.

           (c)  All payroll  deductions  made  for  a  Participant  shall  be
 credited to  an  individual account  established  under the  Plan  for  such
 Participant.  A Participant may not  make any additional payments into  such
 account.

           (d)  A Participant may increase or decrease the rate of his or her
 payroll deductions with respect to a subsequent Offering Period by filing  a
 Payroll Deduction Authorization  Change or  Withdrawal Form  with the  Human
 Resources Department of the Company, provided that such form is received  at
 least 10 business days prior to such Offering Period and the  Participant is
 an eligible Employee as of the Enrollment  Date of such Offering  Period.  A
 Participant may suspend or discontinue his or her participation in the  Plan
 as provided in Section 10, effective at the time described in Section 10.  A
 Participant may  only file  one Payroll  Deduction Authorization  Change  or
 Withdrawal Form with respect to any Offering Period.

           (e)  Notwithstanding the  foregoing, to  the extent  necessary  to
 comply with Section 423(b)(8) of  the Code and Section  3(b) of the Plan,  a
 Participant's payroll deductions  may be terminated  at any  time during  an
 Offering Period.  Payroll deductions shall  recommence at the rate  provided
 in  such   Participant's  Subscription   Agreement  or   Payroll   Deduction
 Authorization Change or Withdrawal Form, as applicable, at the beginning  of
 the first Offering Period which ends in the following calendar year,  unless
 terminated by the Participant as provided in Section 10.

      7.   Grant of Option.  On the Enrollment Date of each Offering  Period,
 each Participant participating in the Plan for such Offering Period shall be
 granted an option to purchase on  the Exercise Date of such Offering  Period
 (at the applicable  Purchase Price)  the number  of shares  of Common  Stock
 determined by dividing such Participant's payroll deductions accumulated  in
 the Participant's account as of the Exercise Date by the applicable Purchase
 Price; provided  that  in no  event  shall  a Participant  be  permitted  to
 purchase for the calendar year in which the option is outstanding, more than
 the number of shares obtained by dividing the "applicable dollar amount"  by
 the Fair Market  Value on the  Enrollment Date of  a share  of Common  Stock
 (subject to any  adjustment pursuant to  Section 19),  and provided  further
 that such  purchase  shall  be  subject to  the  limitations  set  forth  in
 Sections 3(b) and 13.  For this  purpose, the "applicable dollar amount"  is
 $25,000, reduced by the Fair Market Value on the applicable Enrollment  Date
 of Common  Stock previously  purchased by  the Participant  under this  Plan
 during the calendar year.  Exercise of the option shall occur as provided in
 Section 8.  The option shall expire on the last day of the Offering Period.

      8.   Exercise of Option.

           (a)  A Participant's option  for the purchase  of shares shall  be
 exercised automatically on the Exercise Date, and the maximum number of full
 and fractional (to the fourth decimal place) shares of Common Stock  subject
 to the option  shall be  purchased for  such Participant  at the  applicable
 Purchase Price  with  the  accumulated payroll  deductions  in  his  or  her
 account.  Any other  monies left over in  a Participant's account after  the
 Exercise Date  shall  be  retained in  the  Participant's  account  for  the
 subsequent Offering Period. During a Participant's lifetime, a Participant's
 options are exercisable only by him or her.

           (b)  If, on a given Exercise Date, the number of shares of  Common
 Stock with  respect to  which options  are to  be exercised  may exceed  the
 number of shares available  for sale under the  Plan on such Exercise  Date,
 the Company shall make a pro rata  allocation of the shares of Common  Stock
 available for purchase on such Exercise Date in as uniform a manner as shall
 be practicable among all Participants exercising options to purchase  Common
 Stock on such  Exercise Date on  the basis of  their payroll deductions  for
 such Offering Period.  The balance of the amount credited to the account  of
 each Participant which  has not been  applied to the  purchase  of shares of
 Common Stock shall be paid to  such Participant in one  lump sum in cash  as
 soon as reasonably practicable after the Exercise Date, without any interest
 thereon.

           (c)  No option shall  be exercised  to purchase  shares of  Common
 Stock, and no shares shall be issued by the Company under this Plan,  unless
 such shares are  covered by an  effective registration  statement under  the
 Securities Act of 1933, as amended, or by an exemption therefrom.

      9.   Delivery of Stock.  As promptly as practicable after each Exercise
 Date on which a purchase of shares occurs, the Company shall arrange for the
 issuance and delivery to, or credit to the account of, each Participant,  as
 appropriate, of the shares purchased upon exercise of his or her option.  At
 the election  of  the Company,  the  issuance  and delivery  of  the  shares
 purchased upon  exercise  of  a participant's  option  may  be  effected  by
 transfer (electronic or otherwise in the discretion of the Company) of  such
 shares to a securities account maintained in the Participant's  name.  Stock
 certificates will be issued  to the Participant when  he or she requests  by
 filing a Stock  Certificate Request  in the  form required  by the  Company;
 provided, however, that the  Company shall not be  obligated to issue  stock
 certificates to Participants  in an  amount less  than 25  shares of  Common
 Stock, except in  cases of  the Participant's  withdrawal from  the Plan  or
 termination of employment or termination of the Plan by the Company.

      10.  Withdrawal.

           (a)  A Participant may terminate his  or her participation in  the
 Plan effective as of the first day of  the next Offering Period by filing  a
 Payroll Deduction Authorization  Change or  Withdrawal Form  with the  Human
 Resources  Department  of  the  Company.  In such  case,  the  Participant's
 payroll deductions will continue through the  end of the Offering Period  in
 which such  form  is filed,  all  amounts deducted  from  the  Participant's
 Compensation during such Offering Period will be applied to the purchase  of
 Common Stock  pursuant  to  the Plan,  and  following  such  termination  of
 participation no further payroll  deductions for the  purchase of shares  of
 Common Stock shall be made except  pursuant to a new Subscription  Agreement
 delivered in accordance with Section 5.

           (b)  Upon a  Participant's  withdrawal  from  the  Plan,  a  stock
 certificate for the number of whole  shares of Common Stock credited to  the
 Participant's account will be issued by the Company to the Participant,  and
 any fractional share credited to the Participant's account shall be  payable
 to the Participant  in cash  in an  amount equal  to the  Fair Market  Value
 thereof, as soon as administratively practicable following such withdrawal.

      11.  Termination of Employment.

           (a)  Upon a Participant ceasing to be an Employee, for any reason,
 the payroll deductions  credited to  such Participant's  account during  the
 Offering Period  and, unless  no further  payroll deductions  would be  made
 because the Participant (or,  in the event of  death, the beneficiary  under
 Section 15) withdraws from the Plan,  the payroll deductions to be  credited
 to such Participant's  account from his  or her final  paycheck but not  yet
 used to  exercise  the option  shall  remain  credited or  be  credited,  as
 applicable, in  the Participant's  account and  applied  toward his  or  her
 option for the  purchase of  shares as  provided herein,  provided that  the
 Participant is an  employee of the  Employer within the  meaning of  Section
 3401(c) of the Code at all times  during the period beginning with the  date
 of the granting of the option and ending on the day three (3) months  before
 the Exercise Date.  The preceding  sentence  notwithstanding, a  Participant
 who receives payment in lieu of notice of termination of employment shall be
 treated as  continuing to  be an  Employee for  the Participant's  customary
 number of  hours per  week of  employment  during the  period in  which  the
 Participant is subject to such payment in lieu of notice.

           (b)  Upon a Participant ceasing to be an Employee, for any reason,
 a stock certificate for the number of whole shares of Common Stock  credited
 to  the  Participant's  account  will  be  issued  by  the  Company  to  the
 Participant (or, in the case of his or  her death, to the person or  persons
 entitled thereto under Section 15), and any fractional share credited to the
 Participant's account shall be payable to  the Participant (or, in the  case
 of his or her death, to the person or persons entitled thereto under Section
 15) in cash in an amount equal to the Fair Market Value thereof, as soon  as
 administratively practicable following such termination of employment.

      12.  Interest.  No interest shall accrue on the payroll deductions of a
 Participant in the Plan.

      13.  Stock.

           (a)  The Common Stock subject to issuance  under the terms of  the
 Plan shall  be  authorized but  unissued  shares, previously  issued  shares
 reacquired and held by the Company, or shares acquired on the public market.
 Subject to  adjustment upon  changes in  capitalization  of the  Company  as
 provided in Section 19, the maximum  number of shares of Common Stock  which
 shall be made available for sale under the Plan shall be 1,000,000 shares.

           (b)  The Participant shall  have no interest  or voting rights  in
 shares covered by his or her option until such option has been exercised.

           (c)  Shares to be credited to a Participant's account or delivered
 to the Participant under the Plan  shall, as specified in the  Participant's
 Subscription Agreement, be registered in the  name of the Participant or  in
 the name of the Participant and his or her spouse.

           (d)  All cash dividends on  shares of Common  Stock credited to  a
 Participant's account, including a fractional share, on the dividend  record
 date will  be  credited  on  the  pay  date to  the  Participant's  account.
 Such  dividends  shall  be  reinvested  in  shares  of  Common Stock for the
 Participant's account on the next Exercise Date.

      14.  Administration.  The Plan shall be administered by the Board or  a
 committee of members of the Board appointed by the Board.  The Board or  its
 committee shall have full and exclusive discretionary authority to construe,
 interpret and apply the terms of  the Plan, to determine eligibility and  to
 adjudicate  all  disputed  claims  filed  under  the  Plan.  Every  finding,
 decision and determination made by the Board or its committee shall, to  the
 full extent permitted by law,  be final and binding  upon  all parties.  All
 costs and expenses  incurred in connection  with the  administration of  the
 Plan shall  be  paid  by  the  Company.  No member  of  the Board  shall  be
 personally liable for  any action, determination  or interpretation made  in
 good faith with respect to the Plan or  the options, and all members of  the
 Board shall  be fully  protected by  the Company  with respect  to any  such
 action, determination or interpretation.

      15.  Designation of Beneficiary.

           (a)  A Participant may file a written designation of a beneficiary
 who is to  receive any shares  of Common Stock  and cash, if  any, from  the
 Participant's account  under the  Plan in  the event  of such  Participant's
 death.  If a  Participant is married and  the designated beneficiary is  not
 the spouse, spousal  consent shall be  required for such  designation to  be
 effective.
           (b)  Such  designation  of  beneficiary  may  be  changed  by  the
 Participant at any time by written notice.  In  the event of the death of  a
 Participant and in the absence of a beneficiary validly designated under the
 Plan who is  living at  the time of  such Participant's  death, the  Company
 shall deliver such shares  and/or cash to the  executor or administrator  of
 the estate of the Participant, or  if no such executor or administrator  has
 been appointed  (to the  knowledge  of the  Company),  the Company,  in  its
 discretion and in full satisfaction of its obligations with respect to  such
 Participant, may deliver such shares and/or cash to the spouse or to any one
 or more  dependents  or relatives  of  the  Participant, or  if  no  spouse,
 dependent or relative is known to the Company, then to such other person  as
 the Company may designate.

      16.  Transferability.    Neither  payroll  deductions  credited  to   a
 Participant's account nor any option or  rights with regard to the  exercise
 of an option may be assigned, transferred, pledged or otherwise disposed  of
 in any way (other than by will, the  laws of descent and distribution or  as
 provided in Section 15) by the Participant.  Any such attempt at assignment,
 transfer, pledge or other disposition shall  be without effect, except  that
 the Company may treat such act as an  election to withdraw from the Plan  in
 accordance with Section 10.

      17.  Use of Funds.   All  payroll deductions  received or  held by  the
 Company under the Plan may be used by the Company for any corporate purpose,
 and the Company shall not be obligated to segregate such payroll deductions.

      18.  Reports.    Individual  accounts  shall  be  maintained  for  each
 Participant  in  the  Plan.   Statements   of  account  shall  be  given  to
 Participants at least annually, which statements shall set forth the amounts
 of payroll deductions, the  Purchase Price, the  number of shares  purchased
 and the remaining cash balance, if any, in the Participant's account.

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

           (a)  Changes in Capitalization.  Subject to any required action by
 the stockholders  of the  Company,  the number  of  shares of  Common  Stock
 covered by each option under the Plan  which has not yet been exercised  and
 the number of shares of Common Stock which has been authorized for  issuance
 under the Plan but has not  yet been placed under  option or which has  been
 returned to the  Plan upon the  cancellation of an  option, as  well as  the
 price per share of Common Stock covered by each option under the Plan  which
 has not  yet  been exercised,  shall  be proportionately  adjusted  for  any
 increase or  decrease  in  the  number of  issued  shares  of  Common  Stock
 resulting  from  a  stock  split,  reverse  stock  split,  stock   dividend,
 combination or reclassification of the Common  Stock, or any other  increase
 or decrease in the number of shares of Common Stock effected without receipt
 of consideration by the Company; provided,  however, that conversion of  any
 convertible securities  of the  Company shall  not be  deemed to  have  been
 "effected without receipt of consideration."  Such adjustment shall be  made
 by the Board, whose  determination in that respect  shall be final,  binding
 and conclusive.  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  of
 Common Stock subject to an option.

           (b)  Dissolution or Liquidation.   In  the event  of the  proposed
 dissolution or  liquidation of  the Company,  the  Offering Period  then  in
 progress shall  be  shortened by  setting  a  new Exercise  Date  (the  "New
 Exercise Date"), and shall terminate  immediately prior to the  consummation
 of such proposed  dissolution or liquidation,  unless provided otherwise  by
 the Board (or a  committee of the Board).  The New  Exercise  Date shall  be
 before the date of the Company's  proposed  dissolution or liquidation.  The
 Board (or  a  committee of  the  Board)  shall notify  each  Participant  in
 writing, at least 10 business days prior to the New Exercise Date, that  the
 Exercise Date  for the  Participant's option  has been  changed to  the  New
 Exercise  Date  and  that  the  Participant's  option  shall  be   exercised
 automatically on the New Exercise Date.

           (c)  Merger or Asset Sale.  In the event of a proposed sale of all
 or substantially all  of the assets  of the Company,  or the  merger of  the
 Company with or into another corporation,  each outstanding option shall  be
 assumed or an equivalent option substituted by the successor corporation  or
 a parent or subsidiary of the successor corporation.  In the event that  the
 successor corporation refuses to  assume or substitute  for the option,  any
 Offering Period  then  in progress  shall  be  shortened by  setting  a  new
 Exercise Date (the  "New Exercise  Date") and  any Offering  Period then  in
 progress shall end on the New Exercise Date.  The New Exercise Date shall be
 before the date of the Company's proposed  sale or merger.  The Board  shall
 notify each Participant in writing, at  least 10 business days prior to  the
 New Exercise Date, that the Exercise  Date for the Participant's option  has
 been changed to  the New  Exercise Date  and that  the Participant's  option
 shall be exercised automatically on the New Exercise Date.

      20.  Amendment or Termination.

           (a)  The Board may  at any time  and for any  reason terminate  or
 amend the Plan.  Except as provided  in Section 19, no such termination  can
 affect options previously granted, provided that  an Offering Period may  be
 terminated by the Board  on any Exercise Date  if the Board determines  that
 the termination of the Offering Period or the Plan is in the best  interests
 of the Company and its stockholders.  Except  as provided in Section 19  and
 this Section 20, no amendment may make any change in any option  theretofore
 granted which adversely affects  the rights of  any Participant without  the
 prior written  consent of  such Participant.  To  the  extent  necessary  to
 comply with Section 423 of the Code  (or any successor rule or provision  or
 any other applicable law,  regulation or stock  exchange rule), the  Company
 shall obtain stockholder approval in such a  manner and to such a degree  as
 required.

           (b)  Without stockholder consent and without regard to whether any
 Participant rights may be considered to have been "adversely affected,"  the
 Board shall, in its absolute discretion, be entitled to change the  Offering
 Periods, limit the frequency and/or number of changes in the amount withheld
 during an  Offering  Period,  establish the  exchange  ratio  applicable  to
 amounts withheld  in a  currency other  than  U.S. dollars,  permit  payroll
 withholding in excess of the amount designated by a Participant in order  to
 adjust for  delays  or mistakes  in  the Company's  processing  of  properly
 completed withholding elections, establish reasonable waiting and adjustment
 periods and/or accounting  and crediting procedures  to ensure that  amounts
 applied toward the purchase  of Common Stock  for each Participant  properly
 correspond  with  amounts  withheld  from  the  Participant's  Compensation,
 increase or  decrease  the  maximum  number of  shares  of  Common  Stock  a
 Participant may purchase, subject  to the limits of  Section 7, during  each
 Offering Period, establish and/or modify  time frames, forms and  procedures
 with respect  to  administration  of the  Plan,  and  establish  such  other
 limitations or  procedures  as the  Board  (or  a committee  of  the  Board)
 determines in its sole  discretion advisable which  are consistent with  the
 Plan.

           (c)  In the event the Board determines that the ongoing  operation
 of the Plan may result in unfavorable financial accounting consequences, the
 Board may, in  its discretion  and, to  the extent  necessary or  desirable,
 modify or amend the Plan to reduce or eliminate such accounting  consequence
 including, but not limited to:

                     (i)  altering the Purchase Price for any Offering Period
      including an Offering  Period underway  at the  time of  the change  in
      Purchase Price;

                     (ii) shortening any  Offering  Period so  that  Offering
      Period ends  on  a new  Exercise  Date, including  an  Offering  Period
      underway at the time of the action of the Board (or a committee of  the
      Board); and

                     (iii)     allocating shares.

           Such modifications  or amendments  shall not  require  stockholder
 approval or the consent of any Plan Participants.

      21.  Notices.  All notices or other communications by a Participant  to
 the Company or any Employer  under or in connection  with the Plan shall  be
 deemed to have been duly  given when received in  the form specified by  the
 Company at the location, or by the person, designated by the Company for the
 receipt thereof.

      22.  Conditions Upon Issuance of  Shares.  Shares  shall not be  issued
 with respect  to  an option  unless  the exercise  of  such option  and  the
 issuance and delivery of such shares pursuant thereto shall comply with this
 Plan and all applicable provisions of  law, domestic or foreign,  including,
 without limitation, the Securities Act of  1933, as amended, the  Securities
 Exchange Act  of 1934,  as amended,  the rules  and regulations  promulgated
 thereunder, and the requirements of any stock exchange upon which the shares
 may then be listed, and shall be further subject to the approval of  counsel
 for the Company with respect to such compliance.

      As a condition to  the exercise of an  option, the Company may  require
 the person exercising such  option to represent and  warrant at the time  of
 any such exercise that  the shares are being  purchased only for  investment
 and without any present intention to  sell or distribute such shares if,  in
 the opinion of counsel for the Company, such a representation is required by
 any of the aforementioned applicable provisions of law.

      23.  Term of Plan.  The Plan shall become effective upon the first  day
 of the month following the last  to occur of its  adoption by the Board  and
 its approval by the stockholders of the Company.  The Plan shall continue in
 effect for a term of 10 years unless sooner terminated under Section 20.

      24.  Shareholder Approval.   Notwithstanding anything  to the  contrary
 herein, the effectiveness of the Plan shall be expressly subject to approval
 by the Company's stockholders within 12 months before or after the date  the
 Plan is adopted by  the Board by the  affirmative vote of  the holders of  a
 majority of  the outstanding  shares  of stock  of  the Company  present  or
 represented and entitled to vote thereon at a shareholder meeting duly  held
 or by written consent in accordance with applicable law

      25.  Equal Rights and Privileges.  All Employees will have equal rights
 and privileges under  the Plan so  that the Plan  qualifies as an  "employee
 stock purchase  plan" within  the meaning  of  Section 423  of the  Code  or
 applicable Treasury regulations thereunder.  Any provision of the Plan  that
 is inconsistent  with  Section  423  of  the  Code  or  applicable  Treasury
 regulations will, without  further act or  amendment by the  Company or  the
 Board,  be  reformed  to  comply  with  the  equal  rights  and   privileges
 requirement of Section 423 of the Code or applicable Treasury regulations.

      26.  No Employment Rights.  Nothing in  the Plan shall be construed  to
 give any person (including any Employee or Participant) the right to  remain
 in the employ of the Company, or a Subsidiary or to affect the right of  the
 Company, or  any  Subsidiary  to terminate  the  employment  of  any  person
 (including any Employee or Participant) at any time, with or without cause.

      27.  Notice of  Disposition of  Shares.   Each Participant  shall  give
 prompt notice to  the Company of  any disposition or  other transfer of  any
 shares of  Common  Stock  purchased  upon exercise  of  an  option  if  such
 disposition or transfer  is made (i) within  two years  from the  Enrollment
 Date  of  the  Offering  Period  in  which  the  shares  were  purchased  or
 (ii) within one  year after  the Exercise  Date on  which such  shares  were
 purchased.  Such notice shall specify the date of such disposition or  other
 transfer and the  amount realized, in  cash, other  property, assumption  of
 indebtedness or other consideration, by the Participant in such  disposition
 or other transfer.

      28.  Governing Law.  To the extent  that Federal laws do not  otherwise
 control, the  Plan and  all determinations  made or  actions taken  pursuant
 hereto shall  be governed  by the  laws of  the state  of Delaware,  without
 regard to the conflicts of laws rules thereof.

      29.  Tax Withholding.  If at any time the Company or any Subsidiary  is
 required, under applicable laws and regulations, to withhold, or to make any
 deduction of, any  taxes or  take any other  action in  connection with  any
 exercise of an  option granted  hereunder or  any disposition  of shares  of
 Common Stock issued hereunder, the Participant must make adequate  provision
 for  the  Company's  or  such  Subsidiary's  federal,  state  or  other  tax
 withholding obligations which arise from such  exercise or disposition.  The
 Company or such Subsidiary shall have  the right to deduct  or withhold from
 the Participant's compensation the amount necessary for the Company or  such
 Subsidiary to meet applicable withholding obligations.


 The foregoing Plan was approved and adopted by the Board of Directors on
 August 25, 2006.