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URANIUM POWER CORPORATION

2003c STOCK OPTION PLAN



     A. 1.
Purposes of and Benefits Under the Plan. This 2003c Stock
Option Plan (the “Plan”) is intended to encourage stock ownership by employees,
consultants, officers and directors of Uranium Power Corporation and its
controlled, affiliated and subsidiary entities (collectively, the
“Corporation”), so that they may acquire or increase their proprietary interest
in the Corporation, and is intended to facilitate the Corporation’s efforts to:
(i) induce qualified persons to become employees, officers and directors
(whether or not they are employees) and consultants to the Corporation; (ii)
compensate employees, officers, directors and consultants for services to the
Corporation; and (iii) encourage such persons to remain in the employ of or
associated with the Corporation and to put forth maximum efforts for the
success of the Corporation. It is further intended that options granted by the
Committee pursuant to Section 6 of this Plan shall constitute “incentive stock
options” (“Incentive Stock Options”) within the meaning of Section 422 of the
Internal Revenue Code, and the regulations issued thereunder, and options
granted by the Committee pursuant to Section 7 of this Plan shall constitute
“non-qualified stock options” (“Non-qualified Stock Options”).


     2. Definitions. As used in this Plan, the following words and phrases
shall have the meanings indicated:


          (a) “Board” shall mean the Board of Directors of the Corporation.


          (b) “Committee” shall mean any Committee appointed by the Board to
administer this Plan, if one has been appointed. If no Committee has been
appointed, the term “Committee” shall mean the Board.


          (c) “Common Stock” shall mean the Corporation’s $.001 par value common
stock.


          (d) “Disability” shall mean a Recipient’s inability to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or that has lasted
or can be expected to last for a continuous period of not less than 12 months.
If the Recipient has a disability insurance policy, the term “Disability” shall
be as defined therein.


          (e) “Fair Market Value” per share as of a particular date shall mean the last
sale price of the Corporation’s Common Stock as reported on a national
securities exchange or by NASDAQ, or if the quotation for the last sale
reported is not available for the Corporation’s Common Stock, the average of
the closing bid and asked prices of the Corporation’s Common Stock as so
reported or, if such quotations are unavailable, the value determined by the
Committee in accordance with its discretion in making a bona fide, good faith
determination of fair market value. Fair Market Value shall be determined
without regard to any restriction other than a restriction which, by its terms,
never will lapse. In the case of Options and Bonuses granted at a time when
the Corporation does not have a registration statement in effect relating to
the shares issuable hereunder, the value at which the Bonus shares are issued
may be determined by the Committee at a reasonable discount from Fair Market
Value to reflect the restricted nature of the shares to be issued and the
inability of the Recipient to sell those shares promptly.


 







 


          (f) “Recipient” means any person granted an Option or awarded a Bonus
hereunder.


          (g) “Internal Revenue Code” shall mean the United States Internal Revenue
Code of 1986, as amended from time to time (codified as Title 26 of the United
States Code) and any successor legislation.


     3. Administration.


          (a) The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically conferred under the Plan or
necessary or advisable in the administration of the Plan, including the
authority: to grant Options and Bonuses; to determine the vesting schedule and
other restrictions, if any, relating to Options and Bonuses; to determine the
purchase price of the shares of Common Stock covered by each Option (the
“Option Price”); to determine the persons to whom, and the time or times at
which, Options and Bonuses shall be granted; to determine the number of shares
to be covered by each Option or Bonus; to determine Fair Market Value per
share; to interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and provisions of the
Option agreements (which need not be identical) entered into in connection with
Options granted under the Plan; and to make all other determinations deemed
necessary or advisable for the administration of the Plan. The Committee may
delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee or any person
to whom it has delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or such person
may have under the Plan.


          (b) Options and Bonuses granted under the Plan shall be evidenced by duly
adopted resolutions of the Committee included in the minutes of the meeting at
which they are adopted or in a unanimous written consent.


          (c) The Committee shall endeavor to administer the Plan and grant Options
and Bonuses hereunder in a manner that is compatible with the obligations of
persons subject to Section 16 of the U.S. Securities Exchange Act of 1934 (the
“1934 Act”), although compliance with Section 16 is the obligation of the
Recipient, not the Corporation. Neither the Committee, the Board nor the
Corporation can assume any legal responsibility for a Recipient’s compliance
with his obligations under Section 16 of the 1934 Act.


          (d) No member of the Committee or the Board shall be liable for any action
taken or determination made in good faith with respect to the Plan or any
Option or Bonus granted hereunder.


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     4. Eligibility.


          (a) Subject to certain limitations hereinafter set forth, Options and
Bonuses may be granted to employees (including officers) and consultants to and
directors (whether or not they are employees) of the Corporation or its
present or future divisions, affiliates and subsidiaries. In determining the
persons to whom Options or Bonuses shall be granted and the number of shares to
be covered by each Option or Bonus, the Committee shall take into account the
duties of the respective persons, their present and potential contributions to
the success of the Corporation, and such other factors as the Committee shall
deem relevant to accomplish the purposes of the Plan.


          (b) A Recipient shall be eligible to receive more than one grant of an
Option or Bonus during the term of the Plan, on the terms and subject to the
restrictions herein set forth.


     5. Stock Reserved.


          (a) The stock subject to Options or Bonuses hereunder shall be shares of
Common Stock. Such shares, in whole or in part, may be authorized but unissued
shares or shares that shall have been or that may be reacquired by the
Corporation. The aggregate number of shares of Common Stock as to which
Options and Bonuses may be granted from time to time under the Plan shall not
exceed 2,000,000, subject to adjustment as provided in Section 8(i) hereof.


          (b) If any Option outstanding under the Plan for any reason expires or is
terminated without having been exercised in full, or if any Bonus granted is
forfeited because of vesting or other restrictions imposed at the time of
grant, the shares of Common Stock allocable to the unexercised portion of such
Option or the forfeited portion of the Bonus shall become available for
subsequent grants of Options and Bonuses under the Plan.


     6. Incentive Stock Options.


          (a) Options granted pursuant to this Section 6 are intended to constitute
Incentive Stock Options and shall be subject to the following special terms and
conditions, in addition to the general terms and conditions specified in
Section 8 hereof. Only employees of the Corporation shall be entitled to
receive Incentive Stock Options.


          (b) The aggregate Fair Market Value (determined as of the date the
Incentive Stock Option is granted) of the shares of Common Stock with respect
to which Incentive Stock Options granted under this and any other plan of the
Corporation or any parent or subsidiary of the Corporation are exercisable for
the first time by a Recipient during any calendar year may not exceed the
amount set forth in Section 422(d) of the Internal Revenue Code.


          (c) Incentive Stock Options granted under this Plan are intended to
satisfy all requirements for incentive stock options under Section 422 of the
Internal Revenue Code and the Treasury Regulations promulgated thereunder and,
notwithstanding any other provision of this Plan, the Plan and all Incentive
Stock Options granted under it shall be so construed, and all
contrary provisions shall be so limited in scope and effect and, to the
extent they cannot be so limited, they shall be void.


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     7. Non-qualified Stock Options. Options granted pursuant to this Section
7 are intended to constitute Non-qualified Stock Options and shall be subject
only to the general terms and conditions specified in Section 8 hereof.


     8. Terms and Conditions of Options. Each Option granted pursuant to the
Plan shall be evidenced by a written Option agreement between the Corporation
and the Recipient, which agreement shall be substantially in the form of
Exhibit A hereto as modified from time to time by the Committee in its
discretion, and which shall comply with and be subject to the following terms
and conditions:


          (a) Number of Shares. Each Option agreement shall state the number of
shares of Common Stock covered by the Option.


          (b) Type of Option. Each Option Agreement shall specifically identify the
portion, if any, of the Option which constitutes an Incentive Stock Option and
the portion, if any, which constitutes a Non-qualified Stock Option.


          (c) Option Price. Subject to adjustment as provided in Section 8 (i)
hereof, each Option agreement shall state the Option Price, which shall be
determined by the Committee subject only to the following restrictions:


               (1) Each Option Agreement shall state the Option Price, which (except as
otherwise set forth in paragraphs 8(c)(2) and (3) hereof) shall not be less
than 100% of the Fair Market Value per share on the date of grant of the
Option.


               (2) Any Incentive Stock Option granted under the Plan to a person owning
more than ten percent of the total combined voting power of the Common Stock
shall be at a price of no less than 110% of the Fair Market Value per share on
the date of grant of the Incentive Stock Option.


               (3) Any Non-qualified Stock Option granted under the Plan shall be at a
price determined and specified by the Board, which price may be an amount less
than the Fair Market Value per share on the date of grant of the Non-qualified
Stock Option.


               (4) The date on which the Committee adopts a resolution expressly granting
an Option shall be considered the day on which such option is granted, unless a
future date is specified in the resolution.


          (d) Term of Option. Each Option agreement shall state the period during
and times at which the Option shall be exercisable, in accordance with the
following limitations:


               (1) The date on which the Committee adopts a resolution expressly granting
an Option shall be considered the day on which such Option is granted, unless a
future date is specified in the resolution, although any such grant shall not be
effective until the Recipient has executed an Option agreement with respect to
such Option.


               (2) The exercise period of any Option shall not exceed ten years from the
date of grant of the Option.


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               (3) Incentive Stock Options granted to a person owning more than ten
percent of the total combined voting power of the Common Stock of the
Corporation shall be for no more than five years.


               (4) The Committee shall have the authority to accelerate or extend the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. In any event,
no exercise period may be so extended to increase the term of the Option beyond
ten years from the date of the grant.


               (5) The exercise period shall be subject to earlier termination as
provided in Sections 8(f) and 8(g) hereof, and, furthermore, shall be
terminated upon surrender of the Option by the holder thereof if such surrender
has been authorized in advance by the Committee.


          (e) Method of Exercise and Medium and Time of Payment.


               (1) An Option may be exercised as to any or all whole shares of Common
Stock as to which it then is exercisable, provided, however, that no Option may
be exercised as to less than 100 shares (or such number of shares as to which
the Option is then exercisable if such number of shares is less than 100).


               (2) Each exercise of an Option granted hereunder, whether in whole or in
part, shall be effected by written notice to the Secretary of the Corporation
designating the number of shares as to which the Option is being exercised, and
shall be accompanied by payment in full of the Option Price for the number of
shares so designated, together with any written statements required by, or
deemed by the Corporation’s counsel to be advisable pursuant to, any applicable
securities laws.


               (3) The Option Price shall be paid in cash, or in shares of Common Stock
having a Fair Market Value equal to such Option Price, or in property or in a
combination of cash, shares and property and, subject to approval of the
Committee, may be effected in whole or in part with funds received from the
Corporation at the time of exercise as a compensatory cash payment.


               (4) The Committee shall have the sole and absolute discretion to determine
whether or not property other than cash or Common Stock may be used to purchase
the shares of Common Stock hereunder and, if so, to determine the value of the
property received.


               (5) The Recipient shall make provision for the withholding of taxes as
required by Section 10 hereof.


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          (f) Termination.


               (1) Unless otherwise provided in the Option Agreement by and between the
Corporation and the Recipient, if the Recipient ceases to be an employee,
officer, director or consultant of the Corporation (other than by reason of
death, Disability or retirement), all Options theretofore granted to such
Recipient but not theretofore exercised shall terminate three months following
the date the Recipient ceased to be an employee, officer, director or
consultant of the Corporation, and shall terminate upon the date of termination
of employment or other relationship if discharged for cause.


               (2) Nothing in the Plan or in any Option or Bonus granted hereunder shall
confer upon an individual any right to continue in the employ of or other
relationship with the Corporation or interfere in any way with the right of the
Corporation to terminate such employment or other relationship between the
individual and the Corporation.


          (g) Death, Disability or Retirement of Recipient. Unless otherwise
provided in the Option Agreement by and between the Corporation and the
Recipient, if a Recipient shall die while an employee, officer, director or
consultant of the Corporation, or within ninety days after the termination of
such Recipient as an employee, officer, director or consultant, other than
termination for cause, or if the Recipient’s relationship with the Corporation
shall terminate by reason of Disability or retirement, all Options theretofore
granted to such Recipient (whether or not otherwise exercisable) unless earlier
terminated in accordance with their terms, may be exercised by the Recipient or
by the Recipient’s estate or by a person who acquired the right to exercise
such Options by bequest or inheritance or otherwise by reason of the death or
Disability of the Recipient, at any time within one year after the date of
death, Disability or retirement of the Recipient; provided, however, that in
the case of Incentive Stock Options such one-year period shall be limited to
three months in the case of retirement.


          (h) Transferability Restriction.


               (1) Options granted under the Plan shall not be transferable other than by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code or Title I of
the Employee Retirement Income Security Act of 1974, or the rules thereunder.
Options may be exercised during the lifetime of the Recipient only by the
Recipient and thereafter only by his legal representative.


               (2) Any attempted sale, pledge, assignment, hypothecation or other
transfer of an Option contrary to the provisions hereof and/or the levy of any
execution, attachment or similar process upon an Option, shall be null and void
and without force or effect and shall result in a termination of the Option.


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               (3) (A) As a condition to the transfer of any shares of Common Stock
issued upon exercise of an Option granted under this Plan, the Corporation may
require an
opinion of counsel, satisfactory to the Corporation, to the effect that
such transfer will not be in violation of the U.S. Securities Act of 1933, as
amended (the “1933 Act”) or any other applicable securities laws or that such
transfer has been registered under federal and all applicable state securities
laws. (B) Further, the Corporation shall be authorized to refrain from
delivering or transferring shares of Common Stock issued under this Plan until
the Committee determines that such delivery or transfer will not violate
applicable securities laws and the Recipient has tendered to the Corporation
any federal, state or local tax owed by the Recipient as a result of exercising
the Option or disposing of any Common Stock when the Corporation has a legal
liability to satisfy such tax. (C) The Corporation shall not be liable for
damages due to delay in the delivery or issuance of any stock certificate for
any reason whatsoever, including, but not limited to, a delay caused by listing
requirements of any securities exchange or any registration requirements under
the 1933 Act, the 1934 Act, or under any other state, federal or provincial
law, rule or regulation. (D) The Corporation is under no obligation to take
any action or incur any expense in order to register or qualify the delivery or
transfer of shares of Common Stock under applicable securities laws or to
perfect any exemption from such registration or qualification. (E)
Furthermore, the Corporation will not be liable to any Recipient for failure to
deliver or transfer shares of Common Stock if such failure is based upon the
provisions of this paragraph.


          (i) Effect of Certain Changes.


               (1) If there is any change in the number of shares of outstanding Common
Stock through the declaration of stock dividends, or through a recapitalization
resulting in stock splits or combinations or exchanges of such shares, the
number of shares of Common Stock available for Options and the number of such
shares covered by outstanding Options, and the exercise price per share of the
outstanding Options, shall be proportionately adjusted by the Committee to
reflect any increase or decrease in the number of issued shares of Common
Stock; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.


               (2) In the event of the proposed dissolution or liquidation of the
Corporation, or any corporate separation or division, including, but not
limited to, split-up, split-off or spin-off, or a merger or consolidation of
the Corporation with another corporation, the Committee may provide that the
holder of each Option then exercisable shall have the right to exercise such
Option (at its then current Option Price) solely for the kind and amount of
shares of stock and other securities, property, cash or any combination thereof
receivable upon such dissolution, liquidation, corporate separation or
division, or merger or consolidation by a holder of the number of shares of
Common Stock for which such Option might have been exercised immediately prior
to such dissolution, liquidation, corporate separation or division, or merger
or consolidation; or, in the alternative the Committee may provide that each
Option granted under the Plan shall terminate as of a date fixed by the
Committee; provided, however, that not less than 30 days’ written notice of the
date so fixed shall be given to each Recipient, who shall have the right,
during the period of 30 days preceding such termination, to exercise the Option
as to all or any part of the shares of Common Stock covered thereby, including
shares as to which such Option would not otherwise be exercisable.


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               (3) Paragraph 2 of this Section 8 (i) shall not apply to a merger or
consolidation in which the Corporation is the surviving corporation and shares
of Common Stock
are not converted into or exchanged for stock, securities of any other
corporation, cash or any other thing of value. Notwithstanding the preceding
sentence, in case of any consolidation or merger of another corporation into
the Corporation in which the Corporation is the surviving corporation and in
which there is a reclassification or change (including a change to the right to
receive cash or other property) of the shares of Common Stock (excluding a
change in par value, or from no par value to par value, or any change as a
result of a subdivision or combination, but including any change in such shares
into two or more classes or series of shares), the Committee may provide that
the holder of each Option then exercisable shall have the right to exercise
such Option solely for the kind and amount of shares of stock and other
securities (including those of any new direct or indirect parent of the
Corporation), property, cash or any combination thereof receivable upon such
reclassification, change, consolidation or merger by the holder of the number
of shares of Common Stock for which such Option might have been exercised.


               (4) In the event of a change in the Common Stock of the Corporation as
presently constituted into the same number of shares with a different par
value, the shares resulting from any such change shall be deemed to be the
Common Stock of the Corporation within the meaning of the Plan.


               (5) To the extent that the foregoing adjustments relate to stock or
securities of the Corporation, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive,
provided that each Incentive Stock Option granted pursuant to this Plan shall
not be adjusted in a manner that causes such option to fail to continue to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Internal Revenue Code.


               (6) Except as expressly provided in this Section 8(i), the Recipient shall
have no rights by reason of any subdivision or consolidation of shares of stock
of any class, or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Corporation of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.
The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures, or to merge
or consolidate, or to dissolve, liquidate, or sell or transfer all or any part
of its business or assets.


          (j) No Rights as Shareholder — Non-Distributive Intent.


               (1) Neither a Recipient of an Option nor such Recipient’s legal
representative, heir, legatee or distributee, shall be deemed to be the holder
of, or to have any rights of a holder with respect to, any shares subject to
such Option until after the Option is exercised and the shares are issued.


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               (2) No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is
issued, except as provided in Section 8(i) hereof.


               (3) Upon exercise of an Option at a time when there is no registration
statement in effect under the 1933 Act relating to the shares issuable upon
exercise, shares may be issued to the Recipient only if the Recipient
represents and warrants in writing to the Corporation that the shares purchased
are being acquired for investment and not with a view to the distribution
thereof and provides the Corporation with sufficient information to establish
an exemption from the registration requirements of the 1933 Act. A form of
subscription agreement containing representations and warranties deemed
sufficient as of the date of adoption of this Plan is attached hereto as
Exhibit B.


               (4) No shares shall be issued upon the exercise of an Option unless and
until there shall have been compliance with any then applicable requirements of
the U.S. Securities and Exchange Commission or any other regulatory agencies
having jurisdiction over the Corporation.


          (k) Other Provisions. Option Agreements authorized under the Plan may
contain such other provisions, including, without limitation, (i) the
imposition of restrictions upon the exercise, and (ii) in the case of an
Incentive Stock Option, the inclusion of any condition not inconsistent with
such Option qualifying as an Incentive Stock Option, as the Committee shall
deem advisable.


     9. Grant of Stock Bonuses. In addition to, or in lieu of, the grant of an
Option, the Committee may grant Bonuses.


          (a) At the time of grant of a Bonus, the Committee may impose a vesting
period of up to ten years, and such other restrictions which it deems
appropriate. Unless otherwise directed by the Committee at the time of grant
of a Bonus, the Recipient shall be considered a shareholder of the Corporation
as to the Bonus shares which have vested in the grantee at any time regardless
of any forfeiture provisions which have not yet arisen.


          (b) The grant of a Bonus and the issuance and delivery of shares of Common
Stock pursuant thereto shall be subject to approval by the Corporation’s
counsel of all legal matters in connection therewith, including compliance with
the requirements of the 1933 Act, the 1934 Act, other applicable securities
laws, rules and regulations, and the requirements of any stock exchanges upon
which the Common Stock then may be listed. Any certificates prepared to
evidence Common Stock issued pursuant to a Bonus grant shall bear legends as
the Corporation’s counsel may seem necessary or advisable. Included among the
foregoing requirements, but without limitation, any Recipient of a Bonus at a
time when a registration statement relating thereto is not effective under the
1933 Act shall execute a Subscription Agreement substantially in the form of
Exhibit B.


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     10. Agreement by Recipient Regarding Withholding Taxes. Each Recipient
agrees that the Corporation, to the extent permitted or required by law, shall
deduct a sufficient number of shares due to the Recipient upon exercise of the
Option or the grant of a Bonus to allow the
Corporation to pay federal, provincial, state and local taxes of any kind
required by law to be withheld upon the exercise of such Option or payment of
such Bonus from any payment of any kind otherwise due to the Recipient. The
Corporation shall not be obligated to advise any Recipient of the existence of
any tax or the amount which the Corporation will be so required to withhold.


     11. Term of Plan. Options and Bonuses may be granted under this Plan from
time to time within a period of ten years from the date the Plan is adopted by
the Board.


     12. Amendment and Termination of the Plan.


          (a) (1) Subject to the policies, rules and regulations of any lawful
authority having jurisdiction (including any exchange with which the shares of
the Corporation are listed for trading), the Board of Directors may at any
time, without further action by the shareholders, amend the Plan or any Option
granted hereunder in such respects as it may consider advisable and, without
limiting the generality of the foregoing, it may do so to ensure that Options
granted hereunder will comply with any provisions respecting stock options in
the income tax and other laws in force in any country or jurisdiction of which
any Option holders may from time to time be a resident or citizen, or it may at
any time without action by shareholders terminate the Plan.


               (2) provided, however, that any amendment that would: (A) materially
increase the number of securities issuable under the Plan to persons who are
subject to Section 16(a) of the 1934 Act; or (B) grant eligibility to a class
of persons who are subject to Section 16(a) of the 1934 Act and are not
included within the terms of the Plan prior to the amendment; or (C) materially
increase the benefits accruing to persons who are subject to Section 16(a) of
the 1934 Act under the Plan; or (D) require shareholder approval under
applicable state law, the rules and regulations of any national securities
exchange on which the Corporation’s securities then may be listed, the Internal
Revenue Code or any other applicable law, shall be subject to the approval of
the shareholders of the Corporation as provided in Section 13 hereof.


               (3) provided further that any such increase or modification that may
result from adjustments authorized by Section 8(i) hereof or which are required
for compliance with the 1934 Act, the Internal Revenue Code, the Employee
Retirement Income Security Act of 1974, their rules or other laws or judicial
order, shall not require such approval of the shareholders.


          (b) Except as provided in Section 8 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any Option
previously granted, unless the written consent of the Recipient is obtained.


     13. Approval of Shareholders. The Plan shall take effect upon its
adoption by the Board but shall be subject to approval at a duly called and
held meeting of stockholders in conformance with the vote required by the
Corporation’s governing documents, resolution of the Board, any other
applicable law and the rules and regulations thereunder, or the rules and
regulations of any national securities exchange upon which the Corporation’s
Common Stock is listed and traded, each to the extent applicable.


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     14. Termination of Right of Action. Every right of action arising out of
or in connection with the Plan by or on behalf of the Corporation or any of its
subsidiaries, or by any shareholder of the Corporation or any of its
subsidiaries against any past, present or future member of the Board, or
against any employee, or by an employee (past, present or future) against the
Corporation or any of its subsidiaries, will, irrespective of the place where
an action may be brought and irrespective of the place of residence of any such
shareholder, director or employee, cease and be barred by the expiration of
three years from the date of the act or omission in respect of which such right
of action is alleged to have risen.


     15. Tax Litigation. The Corporation shall have the right, but not the
obligation, to contest, at its expense, any tax ruling or decision,
administrative or judicial, on any issue which is related to the Plan and which
the Board believes to be important to holders of Options issued under the Plan
and to conduct any such contest or any litigation arising therefrom to a final
decision.


     16. Adoption.


          (a) This Plan was approved by resolution of the Board of Directors of the
Corporation on October 15, 2003.


          (b) If this Plan is not approved by the shareholders of the Corporation
within 12 months of the date the Plan was approved by the Board as required by
Section 422(b)(1) of the Internal Revenue Code, this Plan and any Options
granted hereunder to Recipients shall be and remain effective, but the
reference to Incentive Stock Options herein shall be deleted and all Options
granted hereunder shall be Non-qualified Stock Options pursuant to Section 7
hereof.


[End of Plan]


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