EXHIBIT 10.1










                    VIPER MOTORCYCLE COMPANY 2004 STOCK PLAN






                  Adopted by the Board of Directors on:       FEBRUARY 23, 2004
                  Approved by the Shareholders on:            MARCH 8, 2004
                  Termination Date of Plan:                   FEBRUARY 22, 2014






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                                TABLE OF CONTENTS


SECTION 1.    General Purpose of Plan; Definitions ..........................  1

     1.1      Agreement .....................................................  1

     1.2      Board .........................................................  1

     1.3      Cause .........................................................  1

     1.4      Change in Control .............................................  1

     1.5      Code ..........................................................  3

     1.6      Committee .....................................................  3

     1.7      Company  3

     1.8      Consultant ....................................................  3

     1.9      Disability ....................................................  3

     1.10     Event .........................................................  3

     1.11     Fair Market Value .............................................  3

     1.12     Incentive Option ..............................................  4

     1.13     Non-Employee Director .........................................  4

     1.14     Non-Qualified Option ..........................................  4

     1.15     Outside Director ..............................................  4

     1.16     Option ........................................................  5

     1.17     Parent Corporation ............................................  5

     1.18     Retirement ....................................................  5

     1.19     Stock .........................................................  5

     1.20     Subsidiary ....................................................  5

SECTION 2     Administration ................................................  5

     2.1      Grant of Authority ............................................  5

     2.2      Powers.  5

     2.3      Delegation of Authority .......................................  6

     2.4      Rule Making and Interpretations ...............................  6

     2.5      Modification to Options .......................................  6

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     2.6      Substitute Options ............................................  7

SECTION 3     Stock Subject to Plan .........................................  7

     3.1      Shares Reserved for Issuance ..................................  7

     3.2      Adjustments ...................................................  7

SECTION 4     Eligibility ...................................................  8

     4.1      Eligible Optionees ............................................  8

     4.2      Eligibility for Incentive Stock Options .......................  8

SECTION 5     Terms and Conditions of Options ...............................  8

     5.1      Types of Options ..............................................  8

     5.2      Limit on Option Grants ........................................  8

     5.3      Annual Limit on Incentive Options .............................  8

     5.4      Option Exercise Price .........................................  9

     5.5      Option Term ...................................................  9

     5.6      Exercisability ................................................  9

     5.7      Method of Exercise ............................................  9

     5.8      Tax Withholding ............................................... 10

     5.9      Transferability of Options .................................... 10

     5.10     Termination by Death or Disability ............................ 11

     5.11     Termination by Reason of Retirement ........................... 11

     5.12     Other Termination ............................................. 12

     5.13     Effect of Transfer/Leave of Absence ........................... 12

SECTION 6     Change in Control and Occurrence of an Event .................. 12

     6.1      Acceleration of Exercise of Option ............................ 12

     6.2      Dissolution, Liquidation, and Merger .......................... 12

SECTION 7     Amendments and Termination .................................... 13

SECTION 8     General Provisions ............................................ 14

     8.1      Compliance With Laws .......................................... 14

     8.2      No Rights to Employment ....................................... 14

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     8.3      Governing Law ................................................. 14

     8.4      Repurchase Right .............................................. 15

     8.5      Restrictions on Transfer ...................................... 15

     8.6      Forfeiture for Competition .................................... 15

     8.7      Recovery of Profits for Termination for Cause or Competition .. 16

SECTION 9     Effective Date of Plan ........................................ 16


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                    VIPER MOTORCYCLE COMPANY 2004 STOCK PLAN


SECTION 1.    General Purpose of Plan; Definitions.

       The name of this plan is the Viper  Motorcycle  Company 2004 Stock Option
Plan (the "Plan"). The purpose of the Plan is to enable Viper Motorcycle Company
(the  "Company") and its  Subsidiaries to retain and attract  executives,  other
employees,  members of the Board of Directors, and Consultants who contribute to
the Company's  success by their ability,  ingenuity and industry,  and to enable
such  individuals  to  participate  in the  long-term  success and growth of the
Company by giving them a proprietary interest in the Company.

       For  purposes of the Plan,  the  following  terms shall be defined as set
forth below:

       1.1    "AGREEMENT"  means an  agreement by and between the Company and an
Optionee under the Plan setting forth the terms and conditions of the Option.

       1.2    "BOARD"  means the Board of  Directors of the Company as it may be
comprised from time to time.

       1.3    "CAUSE" means, except as may otherwise be provided in the terms of
the Option Agreement or in a written  employment  agreement  between the Company
and the Optionee,  a material breach of any written employment agreement between
the  Company  and the  Optionee,  a  material  breach  of any  code  of  conduct
established by the Company,  a felony conviction of a Optionee or the failure of
an  Optionee  to contest  prosecution  for a felony,  or an  Optionee's  willful
misconduct  or  dishonesty,  any of which,  in the judgment of the  Company,  is
directly and materially harmful to the business or reputation of the Company

       1.4    "CHANGE IN CONTROL" means,  except as may otherwise be provided in
the terms of the Option Agreement or in a written  employment  agreement between
the Company and the Optionee, any of the following:

              (a)    Any  "person"  (as such term is used in Sections  13(d) and
       14(d) of the  Securities  Exchange  Act of 1934)  acquires  or  becomes a
       "beneficial  owner" (as defined in Rule 13d-3 or any successor rule under
       the Exchange Act),  directly or indirectly,  of securities of the Company
       representing  50% or more of the  combined  voting  power  of the  Stock,
       provided,  however,  that the following  shall not constitute a Change in
       Control pursuant to this subsection 1.4(a):

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                     (i)    any  acquisition  of Stock of the  Company  directly
              from the  Company  other  than in  connection  with a  transaction
              described in Section 1(d)(iii) below;

                     (ii)   any  acquisition  or  beneficial  ownership  by  the
              Company or a subsidiary;

                     (iii)  any  acquisition  or  beneficial  ownership  by  any
              employee  benefit plan (or related trust)  sponsored or maintained
              by the Company or one or more of its subsidiaries;

                     (iv)   any  acquisition  or  beneficial  ownership  by  any
              corporation  with  respect to which,  immediately  following  such
              acquisition,  more than 50% of both the  combined  voting power of
              the  Company's  then  outstanding  Stock  of the  Company  is then
              beneficially   owned,   directly   or   indirectly,   by   all  or
              substantially  all of the persons who beneficially  owned Stock of
              the Company immediately prior to such acquisition in substantially
              the same proportions as their ownership of such Stock, as the case
              may be, immediately prior to such acquisition;

              (b)    A majority of the members of the Board of the Company shall
       not be Continuing Directors. "Continuing Directors" means:

                     (i)    individuals  who, on the date hereof,  are directors
              of the Company,

                     (ii)   individuals  elected  as  directors  of the  Company
              subsequent  to the date hereof for whose  election  proxies  shall
              have been solicited by the Board or

                     (iii)  any individual  elected or appointed by the Board to
              fill  vacancies on the Board caused by death or  resignation  (but
              not by removal) or to fill newly-created directorships.

              (c)    Approval   by  the   stockholders   of  the  Company  of  a
       reorganization,  merger or  consolidation  of the  Company or a statutory
       exchange  of  outstanding  Stock  of  the  Company,  unless,  immediately
       following such reorganization,  merger, consolidation or exchange, all or
       substantially  all  of  the  persons  who  were  the  beneficial  owners,
       respectively,   of  Stock  of  the  Company  immediately  prior  to  such
       reorganization,  merger,  consolidation  or  exchange  beneficially  own,
       directly or  indirectly,  more than 50% of,  respectively,  the  combined
       voting power of the then outstanding  stock entitled to vote generally in
       the  election  of  directors  and the then  outstanding  shares of common
       stock,  as the  case  may be,  of the  corporation  resulting  from  such
       reorganization,  merger,  consolidation or exchange in substantially  the
       same   proportions  as  their  ownership,   immediately   prior  to  such
       reorganization,  merger,  consolidation or exchange,  of the stock of the
       Company entitled to vote for directors, as the case may be; or

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              (d)    Approval  by  the  stockholders  of  the  Company  of (i) a
       complete  liquidation  or  dissolution of the Company or (ii) the sale or
       other  disposition  of all or  substantially  all  of the  assets  of the
       Company (in one or a series of transactions), other than to a corporation
       with  respect  to  which,   immediately  following  such  sale  or  other
       disposition, more than 50% of, respectively, the combined voting power of
       the then outstanding  voting  securities of such corporation  entitled to
       vote  generally  in the election of  directors  and the then  outstanding
       shares of common stock of such  corporation is then  beneficially  owned,
       directly or indirectly,  by all or  substantially  all of the persons who
       were the beneficial  owners,  respectively,  of the Voting Securities and
       Stock of the Company  immediately prior to such sale or other disposition
       in substantially  the same  proportions as their  ownership,  immediately
       prior to such  sale or other  disposition,  of the  stock of the  Company
       entitled to vote for directors, as the case may be.

       1.5    "CODE"  means the Internal  Revenue Code of 1986,  as amended from
time to time, or any successor statute.

       1.6    "COMMITTEE"  means the  Committee  referred to in Section 2 of the
Plan. If at any time no Committee shall be in office,  then the functions of the
Committee specified in the Plan shall be exercised by the Board, unless the Plan
specifically states otherwise.

       1.7    "COMPANY" means Viper Motorcycle Company, a corporation  organized
under the laws of the State of Minnesota (or any successor corporation).

       1.8    "CONSULTANT" means any natural person providing bona fide services
to the Company or a Parent  Corporation  or a Subsidiary  of the Company  (other
than persons either  providing  services in connection with the offer or sale of
securities in a capital raising transaction or directly or indirectly  promoting
or maintaining a market for the Company's  Stock),  who is compensated  for such
services and who is not an employee of the Company or any Parent  Corporation or
Subsidiary of the Company. A Non-Employee Director may serve as a Consultant.

       1.9    "DISABILITY"  means,  except as may  otherwise  be provided in the
terms of the Option Agreement or in a written  employment  agreement between the
Company and the Optionee,  permanent  and total  disability as determined by the
Committee.

       1.10   "EVENT"  means  the  actual  effective  date of (a) a  transaction
described in Sections 1(d)(i),  1(d)(ii),  and 1(d)(iii),  without regard to the
exception contained therein.

       1.11   "FAIR MARKET VALUE" of Stock on any given date shall be determined
by the Committee as follows:

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              (a)    if the Stock is listed for trading on one of more  national
       securities exchanges,  or is traded on the Nasdaq Stock Market (including
       the Nasdaq  Small Cap  Market),  the last  reported  sales  price on such
       national  securities exchange or the Nasdaq Stock Market on the day prior
       to the date in  question,  or if such Stock shall not have been traded on
       such  principal  exchange on such date,  the last reported sales price on
       such  principal  exchange  on the first day prior  thereto  on which such
       Stock was so traded; or

              (b)    if the  Stock  is not  listed  for  trading  on a  national
       securities  exchange  or the Nasdaq  Stock  Market,  but is traded in the
       over-the-counter  market,  including the Nasdaq OTC Bulletin  Board,  the
       closing bid price for such Stock on day prior to the date in question, or
       if there is no closing bid price for such Stock on such date, the closing
       bid price on the first day prior thereto on which such price existed; or

              (c)    if neither (a) nor (b) is applicable, by any means fair and
       reasonable  by the  Committee,  which  determination  shall be final  and
       binding on all parties.

       1.12   "INCENTIVE  OPTION" means any Option intended to be and designated
as an "Incentive Option" within the meaning of Section 422 of the Code.

       1.13   "NON-EMPLOYEE  DIRECTOR" means a non-employee  director within the
meaning of Rule 16b-3(b)(3) under the Securities Exchange Act of 1934.

       1.14   "NON-QUALIFIED  OPTION"  means any Option that is not an Incentive
Option, and is intended to be and is designated as a "Non-Qualified Option."

       1.15   "OUTSIDE DIRECTOR" means a Director who:

              (a)    is not a CURRENT  employee  of the Company or any member of
       an affiliated group which includes the Company;

              (b)    is not a  FORMER  employee  of  the  Company  who  receives
       compensation   for  prior   services   (other  than   benefits   under  a
       tax-qualified retirement plan) during the taxable year;

              (c)    has not been an officer of the Company;

              (d)    does not  receive  remuneration  from the  Company,  either
       directly or indirectly,  in any capacity other than as a director, except
       as otherwise  permitted  under Section 162(m) of the Code and regulations
       thereunder.  For this  purpose,  remuneration  includes  any  payment  in
       exchange for goods or services.

This definition shall be further governed by the provisions of Section 162(m) of
the Code and regulations promulgated thereunder.

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       1.16   "OPTION"  means any  Option to  purchase  shares of Stock  granted
pursuant to Section 5 below.

       1.17   "PARENT   CORPORATION"  means  any  corporation  (other  than  the
Company) in an unbroken chain of corporations ending with the Company if each of
the  corporations  (other than the Company) owns stock possessing 50% or more of
the total  combined  voting  power of all  classes  of stock in one of the other
corporations in the chain.

       1.18   "RETIREMENT"  means,  except as may  otherwise  be provided in the
terms of the Option Agreement or in a written  employment  agreement between the
Company and the Optionee,  a Optionee's date of termination  which is designated
by the Committee as a  "retirement"  for purposes of the Plan. If no designation
is made,  Retirement means retirement from active employment with the Company or
any Subsidiary or Parent Corporation of the Company on or after age 65.

       1.19   "STOCK"  means the Common  Stock,  no par value per share,  of the
Company.

       1.20   "SUBSIDIARY"  means  any  corporation  (other  than the  Company),
foreign or domestic,  in an unbroken  chain of  corporations  beginning with the
Company if each of the  corporations  (other  than the last  corporation  in the
unbroken  chain) owns stock  possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.

SECTION 2.    ADMINISTRATION.

       2.1    GRANT OF AUTHORITY. The Plan shall be administered by the Board or
by a Committee  appointed by the Board  consisting  of at least three members of
the Board of  Directors.  At such time as the  Company  becomes  subject  to the
reporting  requirements of the Securities  Exchange Act of 1934, and regulations
promulgated   thereunder,   all  of  the  members  of  the  Committee  shall  be
Non-Employee  Directors and at such time as the Company is subject to the limits
under Section 162(m) of the Code, and regulations promulgated thereunder, all of
the  members of the  Committee  shall be Outside  Directors,  each of whom shall
serve at the pleasure of the Board. Any or all of the functions of the Committee
specified in the Plan may be exercised by the Board, except for Options intended
to comply with  regulations  under  Section  162(m) of the Code and  regulations
promulgated thereunder.

       2.2    POWERS.  The Committee shall have the power and authority to grant
Options to eligible  Optionees pursuant to the terms of the Plan. In particular,
the Committee shall have the authority:

              (a)    to select  Optionees  to whom Options may from time to time
       be granted hereunder;

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              (b)    to determine whether and to what extent Incentive  Options,
       Non-Qualified  Options,  or a  combination  of the  foregoing,  are to be
       granted hereunder;

              (c)    to  determine  the  number of shares to be  covered by each
       such award granted hereunder;

              (d)    to determine  the terms and  conditions,  not  inconsistent
       with the terms of the Plan,  of any award granted  hereunder  (including,
       but not limited to, any  restriction  on any Option  and/or the shares of
       Stock  relating  thereto)  PROVIDED,  HOWEVER,  that in the  event  of an
       applicable corporate  transaction,  the applicable  provisions of Section
       5(c) of the Plan shall  govern  the  acceleration  of the  vesting of any
       Option.; and

              (e)    to make any other  determination  and take any other action
       that the Committee deems necessary or desirable for the administration of
       the plan.

       2.3    DELEGATION  OF  AUTHORITY.  Except  to the  extent  prohibited  by
applicable law or the applicable  rules of a stock  exchange,  the Committee may
delegate to the chief executive officer of the Company the authority to exercise
the powers  specified  in Section 2.2 above;  provided,  however,  that from and
after the date that the Company is subject to the limits under Section 162(m) of
the Code, and regulations  promulgated  thereunder,  such authority shall not be
exercised by the chief executive  officer with respect to persons who are either
the chief executive  officer of the Company or the four highest paid officers of
the Company other than the chief executive officer.

       2.4    RULE  MAKING AND  INTERPRETATIONS.  The  Committee  shall have the
authority to adopt, alter and repeal such administrative  rules,  guidelines and
practices governing the Plan as it shall, from time to time, deem advisable;  to
interpret  the terms and  provisions  of the Plan and any award issued under the
Plan (and any  agreements  relating  thereto);  and to otherwise  supervise  the
administration  of the  Plan.  Except  as  provided  in the next  sentence,  the
Committee shall interpret and administer the Plan and any Incentive Options in a
manner  consistent  with the  requirements  under  Section 422 of the Code.  The
preceding  sentence  shall not  preclude  any  modification  or  amendment to an
outstanding  Incentive  Option,  whether or not such  modification  or amendment
results in disqualification of such Option as an Incentive Option,  provided the
Optionee  consents in writing to the  modification  or amendment.  All decisions
made by the Committee  pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company and all Optionees.

       2.5    MODIFICATION TO OPTIONS.  The Committee may amend the terms of any
Option theretofore granted,  prospectively or retroactively,  to the extent such
amendment is consistent  with the terms of the Plan, but no such amendment shall
impair the  rights of any  Optionee  without  his or her  consent  except to the
extent authorized under the Plan.  Except for adjustments  pursuant to Section 3
(relating to the  adjustment  of Stock),  no Option may be amended to reduce

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its initial  exercise  price and no Option may be canceled and  replaced  with a
Option  having a lower  exercise  price  without the  approval of the  Company's
shareholders.  The provisions of this subsection  (relating to Option repricing)
cannot  be  amended   unless  the   amendment  is  approved  by  the   Company's
shareholders.

       2.6    SUBSTITUTE  OPTIONS.  Options may be granted  under this Plan from
time to time in  substitution  for  stock  Options  held by  employees  of other
corporations who are about to become employees of the Company,  or any parent or
subsidiary  thereof,  or whose  employer is about to become a subsidiary  of the
Company,  as the  result  of a  merger  or  consolidation  of the  Company  or a
subsidiary  of the Company  with another  corporation,  the  acquisition  by the
Company or a subsidiary of the Company of all or substantially all the assets of
another  corporation  or the  acquisition  by the Company or a subsidiary of the
Company  of at  least  50%  of the  issued  and  outstanding  stock  of  another
corporation.  The terms and conditions of the  substitute  Option so granted may
vary from the terms and  conditions set forth in this Plan to such extent as the
Board of the Company at the time of the grant may deem  appropriate  to conform,
in whole or in part to the provisions of the stock Options in  substitution  for
which they are granted,  but with respect to stock  Options  which are incentive
stock Options,  no such variation shall be permitted which affects the status of
any such  substitute  Option as an incentive stock Option without the consent of
the optionee.

SECTION 3.    STOCK SUBJECT TO PLAN.

       3.1    SHARES RESERVED FOR ISSUANCE.  The total number of shares of Stock
reserved and available for  distribution  under the Plan shall be 495,000.  Such
shares shall consist of authorized and unissued shares of Stock of the Company.

       If any shares  become  available  as a result of  canceled,  unexercised,
lapsed or  terminated  Options  under  this Plan,  such  shares  shall  again be
available for distribution in connection with future awards under the Plan. Upon
a stock-for-stock  exercise of a Option or upon the withholding of stock for the
payment of the Option  price or taxes,  only the net number of shares  issued to
the Optionee shall be used to calculate the number of shares remaining available
for distribution under the Plan.

       3.2    ADJUSTMENTS.  The grant of a Option pursuant to the Plan shall not
limit  in any way  the  right  or  power  of the  Company  to make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure or to merge,  exchange or  consolidate  or to  dissolve,  liquidate or
transfer all or any part of its business or assets.

       In the event of a corporate transaction involving the Company (including,
without limitation, any merger, reorganization, consolidation, recapitalization,
stock dividend,  stock split, other change in corporate  structure affecting the
Stock,  or spin-off or other  distribution of assets to  stockholders)  or other
event  affecting  the Stock  which would be  reasonably  likely to result in the
diminution or enlargement  of any of the benefits  intended to be made available
under the

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Plan or an Option,  the Committee  shall adjust the  aggregate  number of shares
reserved for issuance  under the Plan, and the number and Option price of shares
subject  to  outstanding  Options  granted  under the  Plan,  and make any other
adjustments  determined  to  be  appropriate  by  the  Committee,  in  its  sole
discretion,  to reflect such change,  provided that the number of shares subject
to any award shall always be a whole number.

SECTION 4.    ELIGIBILITY.

       4.1    ELIGIBLE OPTIONEES.  Officers,  other employees of the Company and
its Subsidiaries,  members of the Board, and Consultants who are responsible for
or contribute to the management,  growth and/or profitability of the business of
the Company and its  Subsidiaries  are eligible to be granted  Options under the
Plan.  Eligible  persons to be granted  Options under the Plan shall be selected
from time to time by the  Committee,  in its sole  discretion,  from among those
eligible, and the Committee shall determine, in its sole discretion,  the number
of shares of stock covered by each award.

       4.2    ELIGIBILITY FOR INCENTIVE STOCK OPTIONS.  The Committee shall have
the  authority to grant  Incentive  Options only to persons who are employees of
the Company,  any Subsidiary or Parent  Corporation  and to grant  Non-Qualified
Options to employees,  Directors and Consultants.  To the extent that any Option
or  portion  of an Option  does not  qualify as an  Incentive  Option,  it shall
constitute a separate Non-Qualified Option.

SECTION 5.    TERMS AND CONDITIONS OF OPTIONS. 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 shall deem desirable:

       5.1    TYPES OF OPTIONS.  Each  Option  shall be  evidenced  by a written
Agreement,  in such form as the Committee  may approve from time to time,  which
shall be subject  to the  provisions  of this Plan and to such  other  terms and
conditions as the Committee may deem appropriate.  The Options granted under the
Plan may be of two types: (a) Incentive Options, and (b) Non-Qualified  Options.
No  Incentive  Option may be issued  more than 10 years after the earlier of the
date the Plan is adopted by the Board or is approved by the shareholders.

       5.2    LIMIT ON OPTION  GRANTS.  Limitation  under Section  162(m) of the
Code.  Notwithstanding  anything in the Plan to the contrary, from and after the
date that the Company is subject to the limits under Section 162(m) of the Code,
and  regulations  promulgated  thereunder,  no person  shall  receive  grants of
Options  under this Plan that exceed  100,000  shares of Stock during any fiscal
year of the Company.

       5.3    ANNUAL LIMIT ON INCENTIVE OPTIONS. The aggregate Fair Market Value
(determined  as of the time the Option is granted) of the Stock with  respect to
which an  Incentive  Option under this Plan or any other plan of the Company and
any Subsidiary or Parent

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Corporation  is  exercisable  for the first time by a person during any calendar
year shall not exceed $100,000.

       5.4    OPTION  EXERCISE  PRICE.  The Option  exercise  price per share of
Stock  purchasable  under a Option shall be  determined  by the Committee at the
time of grant, except that:

              (a)    except as provide below, the exercise price of an Incentive
       Option  shall not be less than 100% of the Fair Market Value of the Stock
       on the date of grant of such Option; and

              (b)    the exercise  price of a Non Qualified  Option shall not be
       less than 50%. of the Fair Market Value of the Stock of the Company as of
       the date of the grant of such Option.

       If an  employee  owns or is deemed to own (by  reason of the  attribution
rules applicable under Section 424(d) of the Code) more than 10% of the combined
voting  power of all  classes  of  capital  stock of the  Company  or any Parent
Corporation or Subsidiary  and an Incentive  Option is granted to such employee,
the Option  exercise  price shall not be less than 110% of the Fair Market Value
of the Stock on the date of grant of such Option.

       5.5    OPTION  TERM.  The  term of each  Option  shall  be  fixed  by the
Committee,  but no  Incentive  Option shall be  exercisable  more than ten years
after the date the Option is granted.  In the event that the Committee  does not
fix the term of a Option,  the term  shall be ten years from the date the Option
is  granted,  subject to  earlier  termination  as  otherwise  provided  herein.
Notwithstanding  the  foregoing,  if an  employee  owns or is  deemed to own (by
reason of the attribution  rules of Section 424(d) of the Code) more than 10% of
the combined  voting power of all classes of capital stock of the Company or any
Parent  Corporation  or  Subsidiary  and an Incentive  Option is granted to such
employee, the term of such Option shall be no more than five years from the date
of grant of such Option.

       5.6    EXERCISABILITY.  Options shall be exercisable  in accordance  with
such terms and conditions and during such periods as determined by the Committee
at or after grant,  subject to the restrictions  stated in Section 5.3 above. In
the event that the Committee does not determine the time at which a Option shall
be  exercisable,  such Option  shall be  exercisable  one year after the date of
grant subject to earlier termination otherwise provided herein. If the Committee
provides,   in  its  discretion,   that  any  Option  is  exercisable   only  in
installments,  the Committee may waive such installment  exercise  provisions at
any time.

       5.7    METHOD OF  EXERCISE.  Options may be exercised in whole or in part
at any time during the Option term by giving  written  notice of exercise to the
Company,  specifying the number of shares of Stock to be purchased.  Such notice
shall be  accompanied  by  payment  in full of the  purchase  price,  either  by
certified  or bank  check,  delivery  of  irrevocable  instructions  to a broker
acceptable to the Company to promptly  deliver to the Company the amount of sale
or loan

                                       9
<PAGE>


proceeds to pay the entire exercise price and any tax withholding resulting from
such exercise or by any other form of legal  consideration  deemed sufficient by
the  Committee  and  consistent  with the Plan's  purpose  and  applicable  law,
including promissory notes (except to the extent prohibited by law or SEC rule).
As  determined  by the  Committee at the time of grant or exercise,  in its sole
discretion,  payment in full or in part may also be made by tendering, by either
actual delivery of shares or  attestation,  shares of Stock already owned by the
Optionee and valued at Fair Market Value (which,  in the case of Stock  acquired
upon exercise of an Option, have been owned for more than six months on the date
of surrender);  PROVIDED, HOWEVER, that, in the case of an Incentive Option, the
right to make a payment in the form of already  owned  shares may be  authorized
only at the time the Option is granted. No shares of Stock shall be issued until
full payment therefor has been made. An Optionee shall generally have the rights
to dividends and other rights of a shareholder with respect to shares subject to
the Option only after the person has given written notice of exercise,  has paid
in full for such  shares,  and,  if  requested,  has  given  the  representation
described in Section 9.1.

       5.8    TAX WITHHOLDING. Each Optionee shall, no later than the date as of
which any part of the value of an award first becomes includable as compensation
in the gross income of the Optionee for federal income tax purposes,  pay to the
Company,  or make arrangements  satisfactory to the Committee  regarding payment
of,  any  federal,  state,  or local  taxes of any  kind  required  by law to be
withheld  with respect to the award.  The  obligations  of the Company under the
Plan shall be conditional on such payment or arrangements  and the Company,  any
Parent  Corporation,  and any Subsidiary  shall, to the extent permitted by law,
have the right to deduct any such taxes from any  payment of any kind  otherwise
due to the Optionee.  If the terms of a Option so permit,  an Optionee may elect
by written notice to the Company to satisfy part or all of the  withholding  tax
requirements  associated with the award by (i) authorizing the Company to retain
from the number of shares of Stock that would  otherwise be  deliverable  to the
Optionee,  or (ii)  delivering to the Company from shares of Stock already owned
by the  Optionee,  that number of shares  having an aggregate  Fair Market Value
equal to part or all of the tax payable by the Optionee under this Section,  and
in the event  shares  are  withheld,  the amount  withheld  shall not exceed the
minimum required federal,  state and FICA withholding  amount. Any such election
shall be in accordance with, and subject to, applicable tax and securities laws,
regulations and rulings.

       5.9    TRANSFERABILITY OF OPTIONS.

              (a)    No Incentive  Option shall be  transferable by the Optionee
       otherwise  than by will or by the laws of descent and  distribution,  and
       all  Incentive  Options  shall  be  exercisable,  during  the  Optionee's
       lifetime, only by the Optionee.

              (b)    The Committee  may, in its  discretion,  authorize all or a
       portion of any Nonqualified Options to be granted to an Optionee to be on
       terms which permit transfer by such Optionee to

                                       10
<PAGE>


                     (i)    the  spouse,   children  or   grandchildren  of  the
              Optionee ("Immediate Family Members"),

                     (ii)   a trust or trusts for the exclusive  benefit of such
              Immediate Family Members, or

                     (iii)  a  partnership   or   partnerships   in  which  such
              Immediate Family Members are the only partners,  provided that (A)
              there  may be no  consideration  for any  such  transfer,  (B) the
              Option pursuant to which such Options are granted must be approved
              by the Committee,  and must expressly provide for  transferability
              in a  manner  consistent  with  this  subsection  5.9(b),  and (c)
              subsection  transfers of  transferred  Options shall be prohibited
              except those in accordance with this Section 5.9(b).

              Following transfer,  any such Options shall continue to be subject
       to the same terms and conditions as were applicable  immediately prior to
       transfer, provided that the term "Optionee" herein shall in such event be
       deemed to refer to the transferee,  except that the events of termination
       of employment and the  provisions of Sections 5.10,  5.11 and 5.12 hereof
       shall  continue  to be applied  with  respect to the  original  Optionee,
       following  which the Options shall be exercisable by the transferee  only
       to the extent, and for the periods specified in such Sections.

       5.10   TERMINATION  BY DEATH OR DISABILITY.  Unless the Option  Agreement
provides otherwise or the Committee  determines,  if an Optionee's employment by
the Company or any  Subsidiary  or Parent  Corporation  terminates  by reason of
death or Disability,  the Option may  thereafter be exercised,  to the extent it
was exercisable at the time of death or Disability (or on such accelerated basis
as the  Committee  shall  determine at or after  grant),  by the Optionee or the
legal  representative  of the estate or by the legatee of the Optionee under the
will of the Optionee,  but may not be exercised  after three years from the date
of such  Disability or death or the expiration of the stated term of the Option,
whichever period is shorter. In the event of termination of employment by reason
of death or Disability, if an Incentive Option is exercised after the expiration
of the exercise  periods that apply for purposes of Section 422 of the Code, the
Option will thereafter be treated as a Non-Qualified Option.

       5.11   TERMINATION BY REASON OF RETIREMENT.  Unless the Option  Agreement
provides otherwise or the Committee  determines,  if an Optionee's employment by
the Company or any  Subsidiary  or Parent  Corporation  terminates  by reason of
Retirement, any Option held by such Optionee may thereafter be exercised, to the
extent it was  exercisable by the Optionee at the time of such  Retirement,  but
may not be exercised  after three years from the date of such  Retirement or the
expiration of the stated term of the Option, whichever period is shorter. In the
event of  termination  of  employment by reason of  Retirement,  if an Incentive
Option is exercised after the expiration of the exercise  periods that apply for
purposes of Section 422 of the Code, the Option will  thereafter be treated as a
Non-Qualified Option.

                                       11
<PAGE>


       5.12   OTHER TERMINATION.  Unless the Option Agreement provides otherwise
or the Committee determines:

              (a)    if  an  Optionee's   employment  by  the  Company  and  any
       Subsidiary  or Parent  Corporation  terminates  for any reason other than
       death,  Disability-Retirement,  or as provided in Section  5(l)(ii),  the
       Option shall thereupon immediately terminate; and

              (b)    if the Optionee is involuntarily  terminated  without Cause
       by the Company and any Subsidiary or Parent  Corporation,  the Option may
       thereafter be exercised to the extent it was  exercisable  at the time of
       such  termination  for three months from the date of such  termination or
       the expiration of the stated Option's term, whichever period is shorter.

       5.13   EFFECT OF TRANSFER/LEAVE OF ABSENCE. For purposes of the Plan, the
following events shall not be deemed a termination of employment:

              (a)    a  transfer  of an  employee  from the  Company to a Parent
       Corporation  or a Subsidiary,  or a transfer of an employee from a Parent
       Corporation   or  a  Subsidiary  to  the  Company  or  any  other  Parent
       Corporation or Subsidiary;

              (b)    a leave of absence,  approved in writing by the  Committee,
       for military  service or sickness,  or for any other purpose  approved by
       the Company if the period of such leave does not exceed  ninety (90) days
       (or  such  longer  period  as the  Committee  may  approve,  in its  sole
       discretion); and

              (c)    a leave of absence in excess of ninety (90) days,  approved
       in  writing  by the  Committee,  but  only  if the  employee's  right  to
       reemployment  is  guaranteed  either by a  statute  or by  contract,  and
       provided that, in the case of any leave of absence,  the employee returns
       to work within 30 days after the end of such leave.

SECTION 6.    CHANGE IN CONTROL AND OCCURRENCE OF AN EVENT.

       6.1    ACCELERATION  OF EXERCISE OF OPTION.  Unless the Option  Agreement
provides  otherwise,  any Option granted under this Plan shall be exercisable in
full, without regard to any installment exercise or vesting provisions, upon the
occurrence of a Change in Control

       6.2    DISSOLUTION, LIQUIDATION, AND MERGER. Upon an Event, the Committee
may, but shall not be obligated to, either:

              (a)    if the Event is a merger,  consolidation or statutory share
       exchange,  make  appropriate  provision for the protection of outstanding
       Options  granted  under  this Plan by the  substitution,  in lieu of such
       Options, of Options to purchase appropriate voting

                                       12
<PAGE>


       common stock (the  "Survivor's  Stock") of the corporation  surviving any
       such merger or consolidation or, if appropriate,  the parent  corporation
       of the Company or such surviving corporation,  or, alternatively,  by the
       delivery of a number of shares of the  survivor's  Stock which has a Fair
       Market Value as of the effective  date of such merger,  consolidation  or
       statutory  share  exchange  equal to the product of (i) the excess of (A)
       the Event  Proceeds  per Share (as  hereinafter  defined)  covered by the
       Option as of such effective date over (B) the exercise price per share of
       the Stock  subject  to such  Option,  times  (ii) the number of shares of
       Stock covered by such Option, or

              (b)    declare,  at least  twenty  days  prior to the  Event,  and
       provide  written  notice to each Optionee of the  declaration,  that each
       outstanding Option,  whether or not then exercisable,  shall be cancelled
       at the time of, or  immediately  prior to the  occurrence  of,  the event
       (unless  it shall  have been  exercised  prior to the  occurrence  of the
       Event).

       In connection  with any declaration  pursuant to this subsection  6.2(b),
the  Committee  may,  but shall not be obligated  to, cause  payment to be made,
within  twenty days after the Event,  in exchange for each  cancelled  Option to
each  holder of an Option  that is  cancelled,  of cash  equal to the amount (if
any),  for each share of Stock  covered by the  cancelled  Option,  by which the
Event  Proceeds per Share exceeds the exercise  price per share of Stock covered
by such  Option.  At the time of any  declaration  pursuant  to this  subsection
6.2(b),  each Option that has not previously  expired shall  immediately  become
exercisable  in full and each holder of an Option  shall have the right,  during
the period preceding the time of cancellation of the Option,  to exercise his or
her Option as to all or any part of the Stock covered thereby.

       In the event of a declaration  pursuant to this subsection  6.2(b),  each
outstanding  Option  granted  pursuant  to this  Plan  that  shall not have been
exercised  prior to the Event shall be cancelled at the time of, or  immediately
prior to,  the  Event,  as  provided  in the  declaration,  and this Plan  shall
terminate at the time of such cancellation,  subject to the payment  obligations
of the Company provided in this subsection 6.2(b). In addition,  in the event of
the proposed  dissolution  or  liquidation  of the Company,  the  Committee  may
provide  that any  right of the  Company  to  repurchase  shares  received  upon
exercise  of an  Option  shall  lapse as to all such  Stock,  provided  that the
proposed  dissolution or  liquidation  takes place at the time and in the manner
provided.

       For purposes of this subsection 6.2(b),  "Event Proceeds per Share" shall
mean the cash plus the fair market  value,  as  determined  in good faith by the
Committee,  of the non-cash  consideration  to be received per share of Stock by
the stockholders of the Company upon the occurrence of the Event.

                                       13
<PAGE>


SECTION 7.    AMENDMENTS AND TERMINATION.

       The Board may amend,  alter,  or discontinue  the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of an
Optionee or  Optionee  under a Option  award  theretofore  granted,  without the
Optionee's  or  Optionee's  consent,  or  which,  without  the  approval  of the
shareholders of the Company,  would cause the Plan no longer to comply with Rule
16b-3 under the Securities Exchange Act of 1934, Section 422 of the Code, or the
rules of the Nasdaq Stock Market or any stock exchange upon which the Shares are
then  traded,  or any other  regulatory  requirements.  Adjustments  made by the
Committee  pursuant to Section 3 (relating to adjustments of Stock) shall not be
subject to the limitations of this Section 7.

SECTION 8.   GENERAL PROVISIONS.

       8.1    COMPLIANCE  WITH LAWS. No shares of Stock will be issued  pursuant
to the Plan unless in compliance with applicable legal  requirements,  including
without limitation, those relating to securities laws and stock exchange listing
requirements.  The Committee may require each person  purchasing shares pursuant
to a Option under the Plan to represent to and agree with the Company in writing
that the  Optionee  is  acquiring  the  shares  without  a view to  distribution
thereof.

       All  certificates  for shares of Stock  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 Stock is
then  listed,  and any  applicable  federal or state  securities  laws,  and the
Committee  may cause a legend or legends to be put on any such  certificates  to
make appropriate reference to such restrictions. The issuance of shares of Stock
may be  effected on a  non-certificated  basis to the extent not  prohibited  by
applicable  law or the  applicable  rules of any stock  exchange  upon which the
Stock is then listed.

       8.2    NO RIGHTS TO  EMPLOYMENT.  Nothing  contained  in this Plan  shall
prevent the Board from adopting other or additional  compensation  arrangements,
subject  to  shareholders  approval  if such  approval  is  required;  and  such
arrangements may be either  generally  applicable or applicable only in specific
cases. The adoption of the Plan shall not confer upon any employee or Consultant
of  the  Company,  any  Parent  Corporation,  or any  Subsidiary  any  right  to
continuing  employment or contract with the Company, any Parent Corporation,  or
any  Subsidiary,  as the case may be, nor shall it interfere in any way with the
right of the Company, any Parent Corporation, or any Subsidiary to terminate the
employment or contract of any employee or Consultant at any time.

       8.3    GOVERNING  LAW. To the extent that federal  laws do not  otherwise
control, this Plan and all determinations made and actions taken under this Plan
shall be governed by the laws of the State of  Delaware,  without  regard to the
conflicts of law provisions thereof, and construed accordingly.

                                       14
<PAGE>


       8.4    REPURCHASE  RIGHT.  The Committee may, at the time of the grant of
an award under the Plan, provide the Company with the right to repurchase shares
of Stock acquired pursuant to the Plan,  pursuant to which the Optionee shall be
required to offer to the Company upon  termination  of employment for any reason
any shares that the Optionee  acquired under the Plan,  with the price being the
then Fair Market Value of the Stock or, in the case of a termination  for Cause,
an amount equal to the cash  consideration  paid for the Stock,  subject to such
other terms and conditions as the Committee may specify at the time of grant.

       8.5    RESTRICTIONS ON TRANSFER.

              (a)    In the event the Company advises the Optionee that it plans
       an  underwritten  public  offering of its Common Stock in compliance with
       the Securities Act of 1933, as amended,  and the  underwriter(s)  seek to
       impose  restrictions  under which  certain  shareholders  may not sell or
       contract to sell or grant any Option to buy or otherwise  dispose of part
       or all of their stock purchase rights of the underlying Common Stock, the
       Optionee  will  not,  for a  period  not to  exceed  180  days  from  the
       prospectus,  sell or  contract  to  sell or  grant  an  Option  to buy or
       otherwise  dispose of any Option granted to Optionee pursuant to the Plan
       or any of the underlying shares of Common Stock without the prior written
       consent of the underwriter(s) or its representative(s).

              (b)    In the event the Company  makes any public  offering of its
       securities and determines in its sole  discretion that it is necessary to
       reduce the number of issued but  unexercised  stock purchase rights so as
       to comply with any state's  securities or Blue Sky law  limitations  with
       respect  thereto,  the Board of Directors  of the Company  shall have the
       right

                     (i)    to accelerate the  exercisability  of any Option and
              the date on which such Option must be exercised, provided that the
              Company  gives  the  Optionee   prior   written   notice  of  such
              acceleration, and

                     (ii)   to cancel any Options or portions  thereof which the
              Optionee does not exercise prior to or contemporaneously with such
              public offering.

       The Company reserves the right to place a legend on any stock certificate
issued upon the exercise of a Option  pursuant to the Plan to assure  compliance
with this Section 8.5.

       8.6    FORFEITURE FOR COMPETITION.  The Committee may, at the time of the
grant  of an award  under  the  Plan,  provide  the  Company  with the  right to
repurchase,  or require the forfeiture of, shares of Stock acquired  pursuant to
the Plan by any Optionee  who, at any time within a period of time  specified by
the Committee not to exceed twelve months after  termination of employment  with
the Company or any  Subsidiary  or Parent  Corporation,  directly or  indirectly
competes  with, or is employed by a competitor of, the Company or any Subsidiary
or Parent Corporation.

                                       15
<PAGE>


       8.7    RECOVERY OF PROFITS FOR TERMINATION  FOR CAUSE OR COMPETITION.  If
Optionee has sold any shares acquired by Optionee as a result of the exercise of
any  portion or all of the Options at any time after the date which is 12 months
prior to the date of the  termination of Optionee's  employment,  Optionee shall
pay to the  Company in cash,  upon  demand,  all gains or other  economic  value
actually or constructively received by Optionee, any member of Optionee's family
or any  trust or other  entity in which  Optionee  or any  member of  Optionee's
family has a beneficial interest,  upon the sale of any such shares equal to the
difference between the Option exercise price and the value received.

SECTION 9.   EFFECTIVE DATE OF PLAN.

       The Plan  shall be  effective  on the date it is  adopted by the Board of
Directors.  Adoption of the Plan is subject to the  condition of approval by the
shareholders of the Company within 12 months before or after the adoption of the
Plan by the Board.  Any Incentive  Options granted after adoption of the Plan by
the Board of Directors will be treated as  Non-Qualified  Options if shareholder
approval is not obtained within such 12-month period.



                                  --------------------------------


       Adopted by the Board of Directors  on February 23, 2004.  Approved by the
       Shareholders on March 8, 2004.


                                       16