**2003
      MANAGEMENT AND DIRECTOR EQUITY**


**INCENTIVE
      AND COMPENSATION PLAN, AS AMENDED** 1




Section
      1.  Purposes
      of Plan.




The
      purpose of this 2003 Management and Director Equity Incentive and Compensation
      Plan (the “Plan”) of HEALTH SYSTEMS SOLUTIONS, INC., a Nevada corporation (the
“Company”), is to advance the interests of the Company and its stockholders by
      providing a means of attracting and retaining key employees, directors and
      consultants for the Company and its subsidiary corporations. In order to serve
      this purpose, the Plan encourages and enables key employees, directors and
      consultants to participate in the Company’s future prosperity and growth by
      providing them with incentives and compensation based on the Company’s
      performance, development, and financial success. These objectives will be
      promoted by granting to key employees equity-based awards in the form of: (a)
      Incentive Stock Options (“ISOs”), which are intended to qualify under Section
      422 of the Internal Revenue Code of 1986, as amended (the “Code”); and (b)
      shares of the Company’s common stock, $0.001 par value (the “Shares”), (or their
      economic equivalent) that will be subject to a vesting schedule based on certain
      performance objectives (“Performance Shares”). In addition, key employees,
      directors and consultants may receive (i) stock options which are not intended
      to qualify as ISOs (“NQSOs”) (ISOs and NQSOs are referred to together
      hereinafter generally as “Stock Options”) and (ii) Shares that will be subject
      to a vesting schedule based on the recipient’s continued employment (“Restricted
      Shares”). These awards are referred to generally hereafter as the “Awards”). For
      purposes of this Plan, “subsidiary” shall mean a subsidiary corporation as
      defined in Section 424(f) of the Code.




Section
      2.  Administration
      of Plan.




The
      Plan
      shall be administered by a committee of not less than two directors (the
“Committee”). The members of the Committee shall serve at the pleasure of the
      Board, which may remove members from the Committee or appoint new members to
      the
      Committee from time to time, and members of the Committee may resign by written
      notice to the Chairman of the Board or the Secretary of the Company. The
      Committee shall have the power and authority to: (a) select Eligible Employees
      (as defined in Section 3, below) as recipients of Awards (such recipients,
      “Participants”); (b) grant Stock Options, Restricted Shares, or Performances
      Shares, or any combination thereof; (c) determine the number and type of Awards
      to be granted; (d) determined the terms and conditions, not inconsistent with
      the terms hereof, of any Award, including without limitation, time and
      performance restrictions; (e) adopt, alter, and repeal such administrative
      rules, guidelines, and practices governing the Plan as it shall, from time
      to
      time, deem advisable; (f) interpret the terms and provisions of the Plan and
      any
      Award granted and any agreements relating thereto; and (g) take any other
      actions the Committee considers appropriate in connection with, and otherwise
      supervise the administration of, the Plan. All decisions made by the Committee
      pursuant to the provisions hereof, including without limitation, decisions
      with
respect
      to employees to be granted Awards and the number and type of Awards, shall
      be
      made in the Committee’s sole discretion and shall be final and binding on all
      persons.




1 As
        amended by action of the majority shareholder by written consent dated
        August 17, 2007 and effective September 26, 2007.









Section
      3.  Participants
      in Plan.




The
      persons eligible to receive Awards under the Plan (“Eligible Employees”) shall
      include officers, directors, other key employees and consultants of the Company
      or one or more of its subsidiaries who, in the opinion of the Committee, have
      responsibilities affecting the management, development, or financial success
      of
      the Company or such subsidiaries; provided, however, that with respect to ISOs
      and Performance Shares, the persons eligible to receive such awards shall be
      limited to officers or other key employees designated by the
      Committee.




Section
      4.  Shares
      Subject to Plan.




The
      maximum aggregate number of Shares which may be issued under the Plan shall
      be
      3,210,000 Shares. The Shares which may be issued under the Plan may be
      authorized but unissued Shares or issued Shares reacquired by the Company and
      held as treasury Shares.




If
      any
      Shares that have previously been the subject of a Stock Option cease to be
      the
      subject of a Stock Option (other than by reason of exercise), or if any
      Restricted Shares or Performance Shares granted hereunder are forfeited by
      the
      holder, or if any Stock Option or other Award terminates without a payment
      or
      transfer being made to the Award recipient in the form of Shares, or if any
      Shares (whether or not restricted) previously distributed under the Plan are
      returned to the Company in connection with the exercise of an Award (including
      without limitation in payment of the exercise price or tax withholding), such
      Shares shall again be available for distribution in connection with future
      Awards under the Plan.




Section
      5.  Grant
      of Awards.




ISOs,
      NQSOs, Restricted Shares, and Performance Shares may be granted alone or in
      addition to other Awards granted under the Plan. Any Awards granted under the
      Plan shall be in such form as the Committee may from time to time approve,
      consistent with the Plan, and the provisions of Awards need not be the same
      with
      respect to each Participant.




Each
      Award granted under the Plan shall be authorized by the Committee and shall
      be
      evidenced by a written Stock Option Agreement, Restricted Share Agreement,
      or
      Performance Share Agreement, as the case may be (collectively, “Award
      Agreements”), in the form approved by the Committee from time to time, which
      shall be dated as of the date approved by the Committee in connection with
      the
      grant, signed by an officer of the Company authorized by the Committee, and
      signed by the Participant, and which shall describe the Award and state that
      the
      Award is subject to all the terms and provisions of the Plan and such other
      terms and provisions, not inconsistent with the Plan, as the Committee may
      approve. The date on which the Committee approves the granting of an Award
      shall
      be deemed to be the date on which the Award is granted for all purposes, unless
      the Committee otherwise specifies in its approval. The granting of an Award
      under the Plan, however, shall be effective only if and when a written Award
      Agreement is duly executed and delivered by or on behalf of the Company and
      the
      Participants.




2


Section
      6.  Stock
      Options.




Stock
      Options granted under the Plan shall be subject to the following terms and
      conditions and shall contain such additional terms and conditions not
      inconsistent with the terms of the Plan as the Committee deems appropriate.
      Each
      Stock Option grant shall be evidenced by a written Stock Option Agreement,
      executed as set forth in Section 5, above, which shall be consistent with the
      Plan, including without limitation the following provisions:




(a)  Exercise
      Price.




The
      exercise price per Share issuable upon exercise of an ISO shall be no less
      than
      the fair market value per Share on the date the ISO is granted; provided that
      if
      the Participant at the time an ISO is granted owns stock possessing more than
      10% of the total combined voting power of all classes of stock of the Company
      or
      any subsidiary, the exercise price per Share shall be at least 110% of the
      fair
      market value of the Shares subject to the ISO on the date of grant. The exercise
      price per Share issuable upon exercise of an NQSO shall be no less than ninety
      percent (90%) of the fair market value per Share on the date the NQSO is
      granted. For the purposes of the Plan, the fair market value of the Shares
      shall
      mean, as of any given date, the (i) last reported sale price on the New York
      Stock Exchange on the most recent previous trading day, (ii) last reported
      sale
      price on The Nasdaq Stock Market on the most recent previous trading day, (iii)
      mean between the high and low bid and ask prices, as reported by the National
      Association of Securities Dealers, Inc. on the most recent previous trading
      day,
      or (iv) last reported sale price on any other stock exchange on which the Shares
      are listed on the most recent previous trading day, whichever is applicable;
      provided that if none of the foregoing is applicable, then the fair market
      value
      of the Shares shall be the value determined in good faith by the Committee,
      in
      its sole discretion.




(b)  Vesting
      and Exercise of Options.




A
      Stock
      Option shall be exercisable only with respect to the Shares which have become
      vested pursuant to the terms of that Stock Option. Each Stock Option shall
      become vested with respect to Shares subject to that Stock Option on such date
      or dates and on the basis of such other criteria, including without limitation,
      the performance of the Company, as the Committee may determine, in its
      discretion, and as shall be specified in the applicable Stock Option Agreement.
      The Committee shall have the authority, in its discretion, to accelerate the
      time at which a Stock Option shall be exercisable whenever it may determine
      that
      such action is appropriate by reason of changes in applicable tax or other
      law
      or other changes in circumstances occurring after the grant of such Stock
      Option.




(c)  Term.




No
      Stock
      Option shall be exercisable after the expiration of ten years from the date
      on
      which that Stock Option is granted. With respect to ISOs, if the Participant
      at
      the time the ISO is granted owns stock possessing more than 10% of the total
      combined voting power of all classes of stock of the Company or any subsidiary,
      the ISO shall not be exercisable after the expiration of five years from the
      date on which the ISO is granted.




3


(d)  Method
      of Exercise.




A
      Stock
      Option may be exercised, in whole or in part, by giving written notice to the
      Company stating the number of Shares (which must be a whole number) to be
      purchased. Upon receipt of payment of the full purchase price for such Shares
      by
      certified or bank cashier’s check or other form of payment acceptable to the
      Company, or, if approved by the Committee, by (i) delivery of unrestricted
      Shares having a fair market value on the date of such delivery equal to the
      total exercise price, (ii) surrender of Shares subject to the Stock Option
      which
      have a fair market value equal to the total exercise price at the time of
      exercise, or (iii) a combination of the preceding methods, and subject to
      compliance with all other terms and conditions of the Plan and the Stock Option
      Agreement relating to such Stock Option, the Company shall issue, as soon as
      reasonably practicable after receipt of such payment, such Shares to the person
      entitled to receive such Shares, or such person’s designated representative.
      Such Shares may be issued in the form of a certificate, by book entry, or
      otherwise, in the Company’s sole discretion.




(e)  Restrictions
      on Shares Subject to Stock Options.




Shares
      issued upon the exercise of any Stock Option may be made subject to such
      disposition, transferability or other restrictions or conditions as the
      Committee may determine, in its discretion, and as shall be set forth in the
      applicable Stock Option Agreement.




(f)  Transferability.




Except
      as
      provided in this paragraph, Stock Options shall not be transferable, and any
      attempted transfer (other than as provided in this paragraph) shall be null
      and
      void. Except for Stock Options transferred as provided in this paragraph, all
      Stock Options shall be exercisable during a Participant’s lifetime only by the
      Participant or the Participant’s legal representative. Without limiting the
      generality of the foregoing, (i) ISOs may be transferred only upon the
      Participant’s death and only by will or the laws of descent and distribution
      and, in the case of such a transfer, shall be exercisable only by the transferee
      or such transferee’s legal representative, (ii) NQSOs may be transferred by will
      or the laws of descent and distribution and, in the case of such a transfer,
      shall be exercisable only by the transferee or such transferee’s legal
      representative, and (iii) the Committee may, in its sole discretion and in
      the
      manner established by the Committee, provide for the irrevocable transfer,
      without payment of consideration, of any NQSO by a Participant to such
      Participant’s spouse, children, grandchildren, nieces, or nephews or to the
      trustee of a trust for the principal benefit of one or more such persons or
      to a
      partnership whose only partners are one or more such persons, and, in the case
      of such transfer, such NQSO shall be exercisable only by the transferee or
      such
      transferee’s legal representative.




(g)  Termination
      of Employment by Reason of Death or Disability.




If
      a
      Participant’s employment, membership on the Board of Directors of the Company or
      engagement as a consultant to the Company terminates by reason of the
      Participant’s death or disability (as defined in Section 22(e)(3) of the Code
      with respect to ISOs, and, with respect to NQSOs, as defined by the Committee
      in
      its sole discretion at the time of grant and set forth in the Stock Option
      Agreement), then (i) unless otherwise determined by the Committee within 60
      days
      of such death or disability, to the extent a Stock Option held by such
      Participant is not vested as of
      the
      date of death or disability, such Stock Option shall automatically terminate
      on
      such date, and (ii) to the extent a Stock Option held by such Participant is
      vested (whether pursuant to its terms, a determination of the Committee under
      the preceding clause (i), or otherwise) as of the date of death or disability,
      such Stock Option may thereafter be exercised by the Participant, the legal
      representative of the Participant’s estate, the legatee of the Participant under
      the will of the Participant, or the distributee of the Participant’s estate,
      whichever is applicable, for a period of one year (or, with respect to NQSOs,
      such other period as the Committee may specify at or after grant or death or
      disability) from the date of death or disability or until the expiration of
      the
      stated term of such Stock Option, whichever period is shorter.




4




(h)  Termination
      of Employment by Reason of Retirement.




If
      a
      Participant’s employment, membership on the Board of Directors of the Company or
      engagement as a consultant to the Company terminates by reason of the
      Participant’s retirement, then each NQSO held by such Participant may thereafter
      be exercised by the Participant according to its terms, including without
      limitation, for such period after such termination as shall be set forth in
      the
      applicable Stock Option Agreement, and each ISO held by such Participant may
      thereafter be exercised by the Participant for a period of 90 days from the
      date
      of such termination of employment, or until the expiration of the stated term
      of
      such ISO, whichever period is shorter. For purposes of the Plan, “retirement”
shall mean voluntary termination of employment with the Company and its
      subsidiaries, membership on the Board of Directors of the Company and its
      subsidiaries or engagement as a consultant to the Company and its subsidiaries
      by a Participant after attaining age 60 and having at least two years of service
      with the Company or any one or more of its subsidiaries or, in the case of
      a
      director, completion of a number of years of service on the Board of Directors
      of the Company as specified in the Stock Option Agreement or, in the case of
      a
      consultant, completion of a number of years of service to the Company as a
      consultant as specified in the Stock Option Agreement.




(i)  Other
      Termination of Employment.




If
      a
      Participant’s employment, membership on the Board of Directors of the Company or
      engagement as a consultant to the Company terminates for any reason other than
      death, disability, or retirement, then (i) to the extent any Stock Option held
      by such Participant is not vested as of the date of such termination, such
      Stock
      Option shall automatically terminate on such date; and (ii) to the extent any
      Stock Option held by such Participant is vested as of the date of such
      termination, such Stock Option may thereafter be exercised for a period of
      90
      days (or, with respect to NQSOs, such other period as the Committee may specify
      at or after grant or termination of employment) from the date of such
      termination or until the expiration of the stated term of such Stock Option,
      whichever period is shorter; provided that, upon the termination of the
      Participant’s employment, membership on the Board of Directors or engagement as
      a consultant by the Company or its subsidiaries for Cause (as defined in an
      applicable Stock Option Agreement), any and all unexercised Stock Options
      granted to such Participant shall immediately lapse and be of no further force
      or effect. For purposes of the Plan, whether termination of a Participant’s
      employment by, membership on the Board of Directors of the Company or engagement
      as a consultant is for “Cause” shall be determined by the Committee, in its sole
      discretion.




5


(j)  Effect
        of Termination of Participant’s Employment on Transferee.
  Except
        as
        otherwise permitted by the Committee in its sole discretion, no Stock Option
        held by a transferee of a Participant pursuant to Section 6(f)(iii), above,
        shall remain exercisable for any period of time longer than would otherwise
        be
        permitted under Section 6(g), (h), and (i) without specification of other
        periods by the Committee as provided herein.
  (k)  ISO
        Limitations and Savings Clause.
  The
        aggregate fair market value (determined as of the time of grant) of the Shares
        with respect to which ISOs are exercisable for the first time by the Participant
        during any calendar year under the Plan and any other stock option plan of
        the
        Company and its affiliates shall not exceed $100,000 unless otherwise permitted
        by Code Section 422 as an unused limit carryover to such year.
  Any
        provision of the Plan to the contrary notwithstanding, without the consent
        of
        each Participant affected, no provision of the Plan relating to ISOs shall
        be
        interpreted, amended, or altered, nor shall any discretion or authority granted
        under the Plan be so exercised, so as to disqualify the Plan under Section
        422
        of the Code or so as to disqualify any ISO under such Code Section
        422.
  Section
        7.  Restricted
        Shares.
  Restricted
        Shares awarded under the Plan shall be subject to the following terms and
        conditions and such additional terms and conditions not inconsistent with
        the
        terms of the Plan as the Committee deems appropriate. Each Restricted Share
        grant shall be evidenced by a written Restricted Share Agreement, executed
        as
        set forth in Section 5, above, which shall be consistent with the Plan,
        including without limitation the following provisions:
  (a)  Price.
  The
        purchase price for Restricted Shares shall be any price set by the Committee
        but
        may not be less than the par value of such Restricted Shares. Payment in
        full of
        the purchase price, if any, shall be made by certified or bank cashier’s check
        or other form of payment acceptable to the Company, or, if approved by the
        Committee, by (i) delivery of unrestricted Shares having a fair market value
        on
        the date of such delivery equal to the total purchase price, or (ii) a
        combination of the preceding methods.
  (b)  Acceptance
        of Restricted Shares.
  At
        the
        time of the Restricted Share Award, the Committee may determine that such
        Shares
        shall, after vesting, be further restricted as to transferability or be subject
        to repurchase by the Company or forfeiture upon the occurrence of certain
        events
        determined by the Committee, in its sole discretion, and specified in the
        Restricted Share Agreement. Awards of Restricted Shares must be accepted
        by the
        Participant within 30 days (or such other period as the Committee may specify
        at
        grant) after the grant date by executing the Restricted Share Agreement.
        The
        Participant shall not have any rights with respect to the grant of Restricted
        Shares unless and until the Participant has executed the Restricted Share
        Agreement, delivered a fully executed copy thereof to the Company, and otherwise
        complied with the applicable terms and conditions of the Award.
   6
  (c)  Share
        Restrictions.
  Subject
        to the provisions of the Plan and the applicable Restricted Share Agreement,
        during such period as may be set by the Committee, in its discretion, and
        as
        shall be set forth in the applicable Restricted Share Agreement (the
“Restriction Period”), the Participant shall not be permitted to sell, transfer,
        pledge, assign, or otherwise encumber the Restricted Shares. The Committee
        shall
        have the authority, in its sole discretion, to accelerate the time at which
        any
        or all of the restrictions shall lapse with respect to any Restricted Shares.
        Unless otherwise determined by the Committee at or after grant or termination
        of
        the Participant’s employment, Board membership or engagement, if the
        Participant’s employment by, membership on the Board of Directors of or
        engagement as a consultant to the Company and its subsidiaries terminates
        during
        the Restriction Period, all Restricted Shares held by such Participant and
        still
        subject to restriction shall be forfeited by the Participant, and the Company
        shall repay to such Participant the purchase price paid by such Participant
        for
        such forfeited Restricted Shares.
  (d)  Stock
        Issuances and Restrictive Legends.
  Upon
        execution and delivery of the Restricted Share Agreement as described above
        and
        receipt of payment of the full purchase price, if any, for the Restricted
        Shares
        subject to such Restricted Share Agreement, the Company shall, as soon as
        reasonably practicable thereafter, issue the Restricted Shares. Restricted
        Shares may be issued in the form of a certificate, by book entry, or otherwise,
        in the Company’s sole discretion, and shall bear an appropriate restrictive
        legend. Notwithstanding the foregoing to the contrary, the Committee may,
        in its
        sole discretion, issue Restricted Shares (whether or not such Restricted
        Shares
        are, at the time of such issuance, the subject of an Award) to the trustee
        of a
        trust set up by the Committee, consistent with the terms and conditions of
        the
        Plan, to hold such Restricted Shares until the restrictions thereon have
        lapsed
        (in full or in part, in the Committee’s sole discretion), and the Committee may
        require that, as a condition of any Restricted Share Award, the Participant
        shall have delivered to the Company or such trustee, as appropriate, a stock
        power, endorsed in blank, relating to the Restricted Shares covered by the
        Award.
  (e)  Shareholder
        Rights.
  Unless
        otherwise provided in the applicable Restricted Share Agreement, no Participant
        (or his executor or administrator or other transferee) shall have any rights
        of
        a shareholder in the Company with respect to the Restricted Shares covered
        by an
        Award unless and until the Restricted Shares have been duly issued and delivered
        to him under the Plan.
  (f)  Expiration
        of Restriction Period.
  Upon
        the
        expiration of the Restriction Period without prior forfeiture of the Restricted
        Shares (or rights thereto) subject to such Restriction Period, unrestricted
        Shares shall be issued and delivered to the Participant.
  7
  Section
        8.  Performance
        Shares.
  Performance
        Shares awarded under the Plan shall be subject to the following terms and
        conditions and such additional terms and conditions not inconsistent with
        the
        terms of the Plan as the Committee deems appropriate. Each Performance Share
        grant shall be evidenced by a written Performance Share Agreement, executed
        as
        set forth in Section 5, above, which shall be consistent with the Plan,
        including without limitation the following provisions:
  (a)  Performance
        Periods and Goals.
  (i)  The
        performance period for each Award of Performance Shares shall be of such
        duration as the Committee shall establish at the time of the Award (the
“Performance Period”). There may be more than one Award in existence at any one
        time, and Performance Periods may differ.
  (ii)  At
        the
        time of each Award of Performance Shares, the Committee shall establish a
        range
        of performance goals (the “Performance Goals”) to be achieved during the
        Performance Period. The Performance Goals shall be determined by the Committee
        using such measures of the performance of the Company over the Performance
        Period as the Committee shall select, including without limitation earnings,
        return on capital, or any performance goal approved by the shareholders of
        the
        Company in accordance with Section 162(m) of the Code. Performance Shares
        awarded to Participants will be earned as determined by the Committee with
        respect to the attainment of the Performance Goals set for the Performance
        Period. Attainment of the highest Performance Goal for the Performance Period
        will be 100% of the Performance Shares awarded for the Performance Period;
        failure to attain the lowest Performance Goal for the Performance Period
        will
        earn none of the Performance Shares awarded for the Performance
        Period.
  (iii)  Attainment
        of the Performance Goals will be calculated from the consolidated financial
        statements of the Company but shall exclude (A) the effects of changes in
        federal income tax rates, (B) the effects of unusual, non-recurring, and
        extraordinary items as defined by Generally Accepted Accounting Principles
        (“GAAP”), and (C) the cumulative effect of changes in accounting principles in
        accordance with GAAP. The Performance Goals may vary for different Performance
        Periods and need not be the same for each Participant receiving an Award
        for a
        Performance Period. The Committee may, in its sole discretion, subject to
        the
        limitations of Section 17, vary the terms and conditions of any Performance
        Share Award, including without limitation the Performance Period and Performance
        Goals, without shareholder approval, as applied to any recipient who is not
        a
“covered employee” with respect to the Company as defined in Section 162(m) of
        the Code. In the event applicable tax or securities laws change to permit
        the
        Committee discretion to alter the governing performance measures as they
        pertain
        to covered employees without obtaining shareholder approval of such changes,
        the
        Committee shall have sole discretion to make such changes without obtaining
        shareholder approval.
   8
  (b)  Price.
  The
        purchase price for Performance Shares shall be any price set by the Committee
        but may not be less than the par value of such Performance Shares. Payment
        in
        full of the purchase price, if any, shall be made by certified of bank cashier’s
        check or other form of payment acceptable to the Company, or, if approved
        by the
        Committee, by (i) delivery of unrestricted Shares having a fair market value
        on
        the date of such delivery equal to the total purchase price, or (ii) a
        combination of the preceding methods.
  (c)  Acceptance
        of Performance Shares.
  At
        the
        time of the Performance Share Award, the Committee may determine that such
        Shares shall, after vesting pursuant to the Performance Period and Performance
        Goad provisions described above, be further restricted as to transferability
        or
        be subject to repurchase by the Company or forfeiture upon the occurrence
        of
        certain events determined by the Committee, in its sole discretion, and
        specified in the Performance Share Agreement. Awards of Performance Shares
        must
        be accepted by the Participant within 30 days (or such other period as the
        Committee may specify at grant) after the grant date by executing the
        Performance Share Agreement. The Participant shall not have any rights with
        respect to the grant of Performance Shares unless and until the Participant
        has
        executed the Performance Share Agreement, delivered a fully executed copy
        thereof to the Company, and otherwise complied with the applicable terms
        and
        conditions of the Award.
  (d)  Share
        Restrictions.
  Subject
        to the provisions of the Plan and the applicable Performance Share Agreement,
        during the Performance Period and any additional Restriction Period (as defined
        in Section 7(c), above), the Participant shall not be permitted to sell,
        transfer, pledge, assign, or otherwise encumber the Performance Shares. The
        Committee shall have the authority, in its sole discretion, to accelerate
        the
        time at which any or all of the restrictions shall lapse with respect to
        any
        Performance Shares. Unless otherwise determined by the Committee at or after
        grant or termination of the Participant’s employment, Board membership or
        engagement, if the Participant’s employment by, membership on the Board of
        Directors of or engagement as a consultant to the Company and its subsidiaries
        terminates during the Performance Period or the Restriction Period, all
        Performance Shares held by such Participant and still subject to restriction
        shall be forfeited by the Participant, and the Company shall repay to such
        Participant the purchase price paid by such Participant for such forfeited
        Performance Shares.
  (e)  Stock
        Issuances and Restrictive Legends.
  Despite
        the execution and delivery of the Performance Share Agreement as described
        above, the Company shall have no obligation to issue the Performance Shares
        prior to the vesting of the Performance Shares, provided that the Company
        shall
        issue the Performance Shares as soon as reasonably practicable after such
        vesting and after payment in full of the purchase price, if any, for such
        Performance Shares. Performance Shares may be issued, whenever issued, in
        the
        form of a certificate, by book entry, or otherwise, in the Company’s sole
        discretion, and shall bear such restrictive legend as is consistent with
        applicable restrictions, if any, including without limitation those represented
        by the Performance Period and Performance Goals and those described in Section
        8(d), above. The Committee may require that, whenever issued, the Performance
        Shares be issued to and held by the Company or a trustee until the restrictions
        on such Performance Shares have lapsed (in full or in part), and that, as
        a
        condition of any Performance Share Award, the Participant shall have delivered
        a
        stock power, endorsed in blank, relating to the Performance Shares covered
        by
        the Award.
   9
  (f)  Shareholder
        Rights.
  Unless
        otherwise provided in the applicable Performance Share Agreement, no Participant
        (or his executor or administrator or other transferee) shall have any rights
        of
        a shareholder in the Company with respect to the Performance Shares covered
        by
        an Award unless and until the Performance Shares have been duly issued and
        delivered to him under the Plan.
  (g)  Expiration
        of Restricted Period.
  Subject
        to fulfillment of the terms and conditions of the applicable Performance
        Share
        Agreement and any other vesting requirements related to the applicable
        Performance Period or Performance Goals, upon the expiration of the Restriction
        Period without prior forfeiture of the Performance Shares (or rights thereto)
        subject to such Restriction Period, unrestricted Shares shall be issued and
        delivered to the Participant.
  (h)  Termination
        of Employment.
  If
        a
        Participant’s employment by the Company and its subsidiaries, membership on the
        Board of Directors of the Company and its subsidiaries or engagement as a
        consultant to the Company and its subsidiaries terminates before the end
        of any
        Performance Period with the consent of the Committee, or upon the Participant’s
        death, retirement (as defined in Section 6(h), above), or disability (as
        defined
        by the Committee in its discretion at the time of grant and set forth in
        the
        Performance Share Agreement), the Committee, taking into consideration the
        performance of such Participant and the performance of the Company over the
        Performance Period, may authorize the issuance to such Participant (or his
        legal
        representative or designated beneficiary) of all or a portion of the Performance
        Shares which would have been issued to him had his employment, Board membership
        or engagement continued to the end of the Performance Period. If the
        Participant’s employment by the Company and its subsidiaries, membership on the
        Board of Directors of the Company and its subsidiaries or engagement as a
        consultant to the Company and its subsidiaries terminates before the end
        of any
        Performance Period for any other reason, all Performance Shares shall be
        forfeited.
  (i)  Election
        to Receive Cash in Lieu of Shares.
  Notwithstanding
        the foregoing to the contrary (but subject to any shareholder approval or
        other
        requirements of Section 162(m) of the Code), the Committee may, in its sole
        discretion and as set forth in the applicable Performance Share Agreement,
        provide the Participant with the option to elect to receive, instead of
        Performance Shares, cash in an amount determined pursuant to such Performance
        Share Agreement including, without limitation, any one or more of the following:
        (i) the fair market value of the number of Shares subject to the Performance
        Share Agreement as of the date thereof, (ii) part or all of any increase
        in such
        fair market value since such date, (iii) part or all of any dividends paid
        or
        payable on the number of Shares subject to such Performance Share Agreement
        since the date thereof, (iv) any other amounts which, in the Committee’s sole
        discretion and as set forth in the applicable Performance Share Agreement,
        are
        reasonably related to the achievement of the applicable Performance Goals,
        or
        (v) any combination of the foregoing. Such election and any cash payment
        resulting therefrom shall be made at such time or times as shall be specified
        in
        the Performance Share Agreement.
   10
  Section
        9.  Restriction
        on Exercise After Termination.
  Notwithstanding
        any provision of this Plan to the contrary, no unexercised right created
        under
        this Plan (an “Unexercised Right”) and held by a Participant on the date of
        termination of such Participant’s employment, membership on the Board of
        Directors of the Company or engagement as a consultant for any reason shall
        be
        exercisable after such termination if, prior to such exercise, the Participant
        (a) takes other employment or renders services to others without the written
        consent of the Company, (b) violates any non-competition, confidentiality,
        conflict of interest, or similar provision set forth in the Award Agreement
        pursuant to which such Unexercised Right was awarded, or (c) otherwise conducts
        himself in a manner adversely affecting the Company in the sole discretion
        of
        the Committee.
  Section
        10.  Withholding
        Tax.
  The
        Company, at its option, shall have the right to require the Participant or
        any
        other person receiving Shares, Restricted Shares, or Performance Shares
        (including cash in lieu of Performance Shares) to pay the Company the amount
        of
        any taxes which the Company is required to withhold with respect to such
        Shares,
        Restricted Shares, or Performance Shares or, in lieu of such payment, to
        retain
        or sell without notice a number of such Shares sufficient to cover the amount
        required to be so withheld. The Company, at its option, shall have the right
        to
        deduct from all dividends paid with respect to Shares, Restricted Shares,
        and
        Performance Shares the amount of any taxes which the Company is required
        to
        withhold with respect to such dividend payments. The Company, at its option,
        shall also have the right to require a Participant to pay to the Company
        the
        amount of any taxes which the Company is required to withhold with respect
        to
        the receipt by the Participant of Shares pursuant to the exercise of a Stock
        Option, or, in lieu thereof, to retain, or sell without notice, a number
        of
        Shares sufficient to cover the amount required to be withheld. The obligations
        of the Company under the Plan shall be conditional on such payment or other
        arrangements acceptable to the Company.
  Section
        11.  Securities
        Law Restrictions.
  No
        right
        under the Plan shall be exercisable and no Share shall be delivered under
        the
        Plan except in compliance with all applicable federal and state securities
        laws
        and regulations. The Company shall not be required to deliver any Shares
        or
        other securities under the Plan prior to such registration or other
        qualification of such Shares or other securities under any state or federal
        law,
        rule, or regulation as the Committee shall determine to be necessary or
        advisable.
  The
        Committee may require each person acquiring Shares under the Plan (a) to
        represent and warrant to and agree with the Company in writing that such
        person
        is acquiring the Shares without a view to the distribution thereof, and (b)
        to
        make such additional representations, warranties, and agreements with respect
        to
        the investment intent of such person or persons as the Committee may reasonably
        request. Any certificates for such Shares may include any legend which the
        Committee deems appropriate to reflect any restrictions on
        transfer.
   11
  All
        Shares or other securities delivered under the Plan shall be subject to such
        stop-transfer orders and other restrictions as the Committee may deem advisable
        under the rules, regulations, and other requirements of the Securities and
        Exchange Commission, any stock exchange upon which the Shares are then listed,
        and any applicable federal or state securities law, and the Committee may
        cause
        a legend or legends to be put on any certificates evidencing such Shares
        to make
        appropriate reference to such restrictions.
  Section
        12.  Change
        in Control.
  (a)  Accelerated
        Vesting and Company Purchase Option.
  Notwithstanding
        any provision of this Plan or any Award Agreement to the contrary (unless
        such
        Award Agreement contains a provision referring specifically to this Section
        12
        and stating that this Section 12 shall not be applicable to the Award evidenced
        by such Award Agreement), if a Change in Control (each as defined below)
        occurs,
        then:
  (i)  Any
        and
        all Stock Options theretofore granted and not fully vested shall thereupon
        become vested and exercisable in full and shall remain so exercisable in
        accordance with their terms, and the restrictions applicable to any or all
        Restriction Shares and Performance Shares shall lapse and such Shares and
        Awards
        shall be fully vested; provided that no Stock Option or other Award right
        which
        has previously been exercised or otherwise terminated shall become exercisable;
        and
  (ii)  The
        Company may, at its option, terminate any or all unexercised Stock Options
        and
        portions thereof not more than 30 days after such Change in Control; provided
        that the Company shall, upon such termination and with respect to each Stock
        Option so terminated, pay to the Participant (or such Participant’s transferee,
        if applicable) theretofore holding such Stock Option cash in an amount equal
        to
        the difference between the fair market value (as defined in Section 6(a),
        above)
        of the Shares subject to the Stock Option at the time the company exercises
        its
        option under this Section 12(a)(ii) and the exercise price of the Stock Option;
        and provided further that if such fair market value is less than such exercise
        price, then the Committee may, in its discretion, terminate such Stock Option
        without any payment.
  (b)  Definition
        of Change in Control.
  For
        purposes of the Plan, a “Change in Control” shall mean the happening of any of
        the following:
  (i)  When
        any
“person” as defined in Section 3(a)(9) of the 1934 Act and as used in Sections
        13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the
        1934 Act, but excluding Around The World Holdings, LLC, the Company, any
        subsidiary of the Company, and any employee benefit plan sponsored or maintained
        by the Company or any subsidiary of the Company (including any trustee of
        such
        plan acting as trustee), directly or indirectly, becomes the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act) of securities of the Company
        representing 50% or more of the combined voting power of the Company’s then
        outstanding securities;
   12
  (ii)  When,
        during any period of 18 consecutive months during the existence of the Plan,
        the
        individuals who, at the beginning of such period, constitute the Board (the
        “Incumbent Directors”) cease for any reason other than death to constitute at
        least a majority of the Board; provided, however, that a director who was
        not a
        director at the beginning of such 18-month period shall be deemed to have
        satisfied such 18-month requirement (and be an Incumbent Director) if such
        director was elected by, or on the recommendation of or with the approval
        of, at
        least two-thirds of the directors who then qualified as Incumbent Directors
        either actually (because they were directors at the beginning of such 18-month
        period) or by prior operation of this Section 12(b)(ii); or
  (iii)  The
        occurrence of a transaction requiring stockholder approval for the acquisition
        of the Company by an entity other than the Company, a subsidiary of the Company,
        or any of their respective affiliates through purchase of assets, by merger,
        or
        otherwise.
  Notwithstanding
        the foregoing to the contrary, a change in control shall not be deemed to
        be a
        Change in Control for purposes of this Plan if the Incumbent Directors of
        the
        Board approve or had approved such change (A) described in Sections 12(b)(i),
        (ii), (iii), or 12(c)(i) of this Plan, or (B) prior to the commencement by
        any
        person other than the Company of a tender offer for Shares.
  Section
        13.  Changes
        in Capital Structure.
  In
        the
        event the Company changes its outstanding Shares by reason of stock splits,
        stock dividends, or any other increase or reduction of the number of outstanding
        Shares without receiving consideration in the form of money, services, or
        property deemed appropriate by the Board, in its sole discretion, the aggregate
        number of Shares subject to the Plan shall be proportionately adjusted and
        the
        number of Shares and the exercise price for each Share subject to the
        unexercised portion of any then-outstanding Award shall be proportionately
        adjusted with the objective that the Participant’s proportionate interest in the
        Company shall remain the same as before the change without any change in
        the
        total exercise price applicable to the unexercised portion of any
        then-outstanding Awards, all as determined by the Committee in its sole
        discretion.
  In
        the
        event of any other recapitalization or any merger, consolidation, or other
        reorganization of the Company, the Committee shall make such adjustment,
        if any,
        as it may deem appropriate to accurately reflect the number and kind of shares
        deliverable, and the exercise prices payable, upon subsequent exercise of
        any
        then-outstanding Awards, as determined by the Committee in its sole
        discretion.
  The
        Committee’s determination of the adjustments appropriate to be made under this
        Section 13 shall be conclusive upon all Participants under the
        Plan.
   13
  Section
        14.  No
        Enlargement of Employee Rights.
  The
        adoption of this Plan and the grant of one or more Awards to an employee
        of the
        Company or any of its subsidiaries shall not confer any fight to the employee
        to
        continue in the employ of the Company or any such subsidiary and shall not
        restrict or interfere in any way with the fight of his employer to terminate
        his
        employment at any time, with or without cause.
  Section
        15.  Rights
        as a Shareholder.
  No
        Participant or his executor or administrator or other transferee shall have
        any
        rights of a stockholder in the Company with respect to the Shares covered
        by an
        Award unless and until such Shares have been duly issued and delivered to
        him
        under the Plan.
  Section
        16.  Acceleration
        of Rights.
  The
        Committee shall have the authority, in its discretion, to accelerate the
        time at
        which a Stock Option or other Award right shall be exercisable whenever it
        may
        determine that such action is appropriate by reason of changes in applicable
        tax
        or other laws or other changes in circumstances occurring after the grant
        of the
        Award.
  Section
        17.  Interpretation,
        Amendment, or Termination of the Plan.
  The
        interpretation by the Committee of any provision of the Plan or of any Award
        Agreement executed pursuant to the grant of an Award under the Plan shall
        be
        final and conclusive upon all Participants or transferees under the Plan.
        The
        Board, without further action on the part of the shareholders of the Company,
        may from time to time alter, amend, or suspend the Plan or may at any time
        terminate the Plan, provided that: (a) no such action shall materially and
        adversely affect any outstanding Stock Option or other right under the Plan
        without the consent of the holder of such Stock Option or other fight; and
        (b)
        except for the adjustments provided for in Section 13, above, no amendment
        may
        be made by Board action without shareholder approval if the amendment would
        (i)
        materially increase the benefits accruing to Participants under the Plan,
        (ii)
        materially increase the number of Shares which may be issued under the Plan,
        (iii) materially modify the requirements as to eligibility for participation
        in
        the Plan, (iv) extend the maximum option period of Stock Options, or (v)
        effect
        any other change which requires shareholder approval under applicable law
        or
        regulation. Subject to the above provisions, the Board shall have authority
        to
        amend the Plan to take into account changes in applicable tax and securities
        laws and accounting rules, as well as other developments.
  Section
        18.  Unfunded
        Status of the Plan.
  The
        Plan
        is intended to constitute an “unfunded” plan for incentive and deferred
        compensation. With respect to any payments or deliveries of Shares not yet
        made
        by the Company to a Participant or transferee nothing contained herein shall
        give any such Participant or transferee any rights that are greater than
        those
        of a general creditor of the Company. The Committee may authorize the creation
        of trusts or other arrangements to meet obligations created under the Plan
        to
        deliver Shares or payments hereunder consistent with the foregoing.
   14
  Section
        19.  Protection
        of Board and Committee.
  No
        member
        of the Board or the Committee shall have any liability for any determination
        or
        other action made or taken in good faith with respect to the Plan or any
        Award
        granted under the Plan.
  Section
        20.  Government
        Regulations.
  Notwithstanding
        any provision of the Plan or any Award Agreement executed pursuant to the
        Plan,
        the Company’s obligations under the Plan and such Award Agreement shall be
        subject to all applicable laws, rules, and regulations and to such approvals
        as
        may be required by any governmental or regulatory agencies, including without
        limitation any stock exchange on which the Company’s Shares may then be
        listed.
  Section
        21.  Governing
        Law.
  The
        Plan
        shall be construed under and governed by the laws of the State of
        Nevada.
  Section
        22.  Genders
        and Numbers.
  When
        permitted by the context, each pronoun used in the Plan shall include the
        same
        pronoun in other genders and numbers.
  Section
        23.  Captions.
  The
        captions of the various sections of the Plan are not part of the context
        of the
        Plan, but are only labels to assist in locating those sections, and shall
        be
        ignored in construing the Plan.
  Section
        24.  Effective
        Date.
  The
        Plan
        shall be effective July 1, 2003. The Plan shall be submitted to the shareholders
        of the Company for approval and ratification as soon as practicable but in
        any
        event not later than 12 months after the adoption of the Plan by the Board.
        If
        the Plan is not approved and ratified by the shareholders of the Company
        within
        12 months after the adoption of the Plan by the Board, the Plan and all Awards
        granted under the Plan shall became null and void and have no further force
        or
        effect.
  Section
        25.  Term
        of Plan.
  No
        Award
        shall be granted pursuant to the Plan on or after 10th Anniversary of Effective
        Date, but Awards granted prior to such tenth anniversary may extend beyond
        that
        date.
  Section
        26.  Private
        Company Provisions.
  (a)  Restrictive
        Legend.
  If
        one or
        more Stock Options or other rights under the Plan are exercised pursuant
        to
        exemptions from the Federal and state securities laws: (a) any Shares issued
        upon exercise of those Stock Options or rights may not be sold or otherwise
        transferred, and the Company shall not be required to transfer any such Shares,
        unless they have been registered under the Federal and state securities laws
        or
        a valid exemption from such registration is available; and (b) the Company
        may
        cause each certificate or other documentation evidencing the ownership of
        any
        Shares issued upon exercise of those Stock Options or rights to be imprinted
        with a legend in the following form:
   15
  The
        shares represented by this certificate have not been registered under the
        Securities Act of 1933, as amended, or any state securities law and may not
        be
        sold or otherwise transferred without such registration unless a valid exemption
        from such registration is available and the corporation has received an opinion
        of, or satisfactory to, its counsel that such transfer would not violate
        any
        Federal or state securities laws.
  (b)  Restriction
        on Transfers.
  No
        Shares
        awarded under the Plan or issued upon exercise of a Stock Option or other
        right
        under the Plan may be sold or otherwise transferred while the holder of those
        Shares is an employee of the Company or any subsidiary corporation.
  (c)  Purchase
        Option.
  If
        any
        Participant ceases to be an employee of the Company and its subsidiary
        corporations, a member of the Board of Directors of the Company and its
        subsidiaries or a consultant to the Company and its subsidiaries for any
        reason
        (including, without limitation, his death, disability, retirement, resignation,
        replacement discharge, or any other reason), then the Company shall have
        the
        exclusive right and option to purchase from such Participant, the executor
        or
        administrator of his estate, or his other successor in interest, as the case
        may
        be (for purposes of this subsection, the “Selling Shareholder”), any or all of
        the Shares which may have been purchased by or awarded to the Participant
        under
        the Plan (including without limitation any Shares purchased upon exercise
        of a
        Stock Option or other right after termination of the Participant’s employment,
        engagement or Board membership and any additional Shares which the Participant
        may have received as a result of any stock splits, stock dividends, or similar
        sources as a result of receiving Shares under the Plan).
  In
        order
        to exercise its purchase option under this subsection, the Company shall
        give
        written notice to the Selling Shareholder, stating that the Company thereby
        exercises its option under this subsection, at any time after termination
        of the
        Participant’s employment. The purchase price for the Shares under this
        subsection shall be equal to: (i) the fair market value of the total
        shareholders’ equity of the Company, as determined by an appraisal which shall
        be made by an independent firm of certified public accountants selected by
        the
        Board and which shall be approved by the Board, if such appraisal was so
        made
        and approved not earlier than 15 months prior to the termination of the
        Participant’s employment or, if not, a new appraisal made by such an independent
        firm and approved by the Board, plus or minus any increases or decreases
        in the
        book value of the total shareholders’ equity of the Company from the effective
        date of such appraisal to the last day of the calendar month of termination
        of
        the Participant’s employment (whether such termination was before or after the
        effective date of such appraisal), divided by (ii) the total outstanding
        common
        shares of the Company as of the last day of that calendar month, calculated
        on a
        fully diluted basis under generally accepted accounting principles. In the
        event
        of any disagreement between the Selling Shareholder and the Company concerning
        calculation of the purchase price for the Shares under this subsection, the
        calculation shall be made by any independent firm of certified public
        accountants selected by the Board, whose determination shall be final and
        conclusive on all interested parties. All costs of any such appraisal shall
        be
        borne by the Company, and all costs of any calculation of the purchase price
        by
        an independent firm of certified public accountants to resolve any such
        disagreement shall be borne equally by the Selling Shareholder and the Company.
   16
  If
        the
        Company exercises its option under this subsection, the purchase and sale
        of the
        Shares shall be closed within 20 business days after determination of the
        purchase price, at a time and place reasonably specified by the Company.
        At the
        closing, the Selling Shareholder shall assign and transfer the Shares to
        the
        Company free and clear of all encumbrances or other claims, and the Company
        shall execute and deliver to the Selling Shareholder the Company’s promissory
        note: (i) dated as of the closing date, (ii) payable to the order of the
        Selling
        Shareholder, (iii) in a principal amount equal to the full purchase price,
        (iv)
        payable on or before the first anniversary of the closing date, (v) with
        interest payable at maturity calculated on the unpaid principal amount from
        the
        closing date to the payment date at a rate per annum equal to the then-current
        yield-to-maturity on United States Treasury securities of comparable maturity,
        as determined in good faith by the Company, plus 100 basis points. The Company
        may elect, in its discretion, to pay all or any part of the purchase price
        by
        good and sufficient check at the closing, in which event the Company’s
        promissory note shall be eliminated or reduced by that amount, as the case
        may
        be. The Company may prepay its promissory note at any time without
        penalty.
  (d)  First-Refusal
        Option.
  (i)  If
        the
        holder of any Shares awarded under the Plan or issued upon exercise of one
        or
        more Stock Options or rights under the Plan desires to sell, and receives
        a bona
        fide written offer to buy, all or any part of his Shares, for a price computed
        and payable in dollars and such holder is not an employee, consultant or
        director of the Company or any its subsidiaries, such holder may sell such
        Shares, but only pursuant to the following provisions of this subsection.
        Such
        holder shall obtain from the person or persons who propose to buy such Shares
        (collectively, the “Buyer”) a written offer to buy such Shares (the “Offer”)
        which shall include the following provisions: (A) the number of Shares to
        be
        purchased, the price, the terms of payment, and the other terms and conditions
        of the proposal; (B) agreement by the Buyer that the Offer shall be irrevocable
        for a specified period of time expiring not earlier than 20 business days
        after
        the date that notice of the Offer is given to the Company; and (C) the
        consideration received from such holder for the Buyer’s agreement that the Offer
        shall be irrevocable for the specified period of time. At the time of obtaining
        the Offer, such holder shall part with adequate consideration to bind the
        Buyer
        to his agreement that the Offer shall be irrevocable for the specified period
        of
        time.
  (ii)  Upon
        obtaining an Offer that such holder desires to accept, such holder shall
        give
        written notice of the Offer and its acceptability to the Company, enclosing
        a
        photocopy of the Offer, and shall make the signed original of the Offer
        available to the Company for examination upon request. The Company shall
        have
        the exclusive right and option to purchase all, but only all, of the Shares
        described in the Offer under whichever of the following three sets of price
        and
        terms and conditions that it elects, in its discretion: (A) for the purchase
        price and upon the other terms and conditions specified in the Offer; or
        (B) for
        the purchase price and upon the other terms and conditions which would be
        applicable under Section 26(c), above, if the employment, Board membership
        or
        engagement of such holder had terminated on the date when such holder gave
        written notice of the Offer; or (C) for the purchase price specified in the
        Offer and upon the other terms and conditions which would be applicable under
        Section 26(c), above, if the employment, Board membership or engagement of
        such
        holder had terminated on the date when such holder gave written notice of
        the
        Offer (including, without limitation, execution and delivery of the Company’s
        promissory note meeting the requirements of Section 26(c), above).
   17
  (iii)  In
        order
        to exercise its purchase option under this subsection, the Company shall
        give
        written notice to such holder, stating that the Company thereby exercises
        its
        option under this subsection, at any time not later than 10 business days
        after
        the Company receives the written notice from such holder. If the Company
        exercises its option under this subsection, the purchase and sale of such
        Shares
        shall be closed, at a time and place reasonably specified by the Company,
        within
        20 business days after the later of: (A) the date when the Company exercises
        its
        option under this subsection; or (B) the date when the purchase price has
        been
        determined. In that event, the terms for payment of the purchase price and
        the
        other terms and conditions for purchase shall be not less favorable to the
        Company that those specified in the Offer.
  (iv)  If
        the
        Company fails to exercise its purchase option under this subsection, such
        holder
        may sell the Shares specified in the Offer to the Buyer at the price and
        on the
        terms and conditions of the Offer, subject to compliance with all other
        requirements in the Plan. Upon completion of the sale of the Shares pursuant
        to
        the preceding sentence, the Shares shall remain subject to all requirements
        and
        restrictions of the Plan including, without limitation, the Company’s option to
        purchase the Shares in the event of any subsequent sale or other transfer,
        as
        described in this Section 26(d).
  Section
        27.  Savings
        Clause.
  In
        case
        any one or more of the provisions of this Plan or any Award shall be held
        invalid, illegal, or unenforceable in any respect, the validity, legality,
        and
        enforceability of the remaining provisions shall not in any way be affected
        or
        impaired thereby, and the invalid, illegal, or unenforceable provision shall
        be
        deemed null and void; however, to the extent permissible by law, any provision
        which could be deemed null and void shall first be construed, interpreted,
        or
        revised retroactively to permit this Plan or such Award, as applicable, to
        be
        construed so as to foster the intent of this Plan. This Plan and all Awards
        are
        intended to comply in all respects with applicable law and regulation, including
        Section 422 of the Code, Rule l6b-3 under the 1934 Act (with respect to persons
        subject to Section 16 of the 1934 Act (“Reporting Persons”)), and Section 162(m)
        of the Code (with respect to covered employees as defined under Section 162(m)
        of the Code (“Covered Employees”)). In case any one or more of the provisions of
        this Plan or any Award shall be held to violate or be unenforceable in any
        respect under Code Section 422, Rule 16b-3, or Code Section 162(m), then,
        to the
        extent permissible by law, any provision which could be deemed to violate
        or be
        unenforceable under Code Section 422, Rule 16b-3, or Code Section 162(m)
        shall
        first be construed, interpreted, or revised retroactively to permit the Plan
        or
        such Award, as applicable, to be in compliance with Code Section 422, Rule
        16b-3, and Code Section 162(m). Notwithstanding anything in this Plan to
        the
        contrary, the Committee, in its sole discretion, may bifurcate the Plan so
        as to
        restrict, limit, or condition the use of any provision of this Plan to
        Participants who are Reporting Persons or Covered Employees without so
        restricting, limiting, or conditioning this Plan with respect to other
        Participants.
  Executed
        this 1st day of June, 2003.
 
 HEALTH
                  SYSTEMS SOLUTIONS, INC.By:
              /s/
                  B. M. MilvainB.
                  M. MilvainPresident
  18