Exhibit
        10.1

      


      RADIANT
        LOGISTICS, INC.

      2005
        STOCK INCENTIVE PLAN


      


      Section
        1. General
        Purpose of the Plan; Definitions. The
        purpose of the Plan is to provide officers, employees, directors and consultants
        of Radiant Logistics, Inc. (the "Company") and other members of the
        Participating Company Group the opportunity to receive stock options and
        stock
        awards and thereby acquire a proprietary interest in the Company. It is
        anticipated that providing such persons with a direct stake in the Company's
        welfare will assure a closer identification of their interests with those
        of the
        Company's stockholders, thereby encouraging the participants to contribute
        materially to the growth and development of the Company and strengthening
        their
        desire to remain with the Company.

       

      The
        following terms shall be defined as set forth below:

       

      "Act"
        means the Securities Exchange Act of 1934, as amended.

       

      "Award"
        or "Awards," except where referring to a particular category of grant under
        the
        Plan, shall include Incentive Stock Options, Non-Qualified Stock Options
        and
        Stock Awards.

       

      "Board"
        means the Board of Directors of the Company.

       

      "Cause"
        means (a) with respect to an individual who is party to a written
        agreement
        with a Participating Company which contains a definition of "cause" or "for
        cause" or words of similar import for purposes of termination of Service
        thereunder by the Participating Company, "cause" or "for cause" as defined
        in
        such agreement; (b) in all other cases (i) any violation of a law,
        rule or
        regulation other than minor traffic violations, including without limitation,
        any violation of the Foreign Corrupt Practices Act; (ii) a breach of fiduciary
        duty for personal profit; (iii) fraud, dishonesty or other acts of misconduct
        in
        the rendering of services on behalf of the Company or relating to the employee's
        employment; (iv) misconduct by the employee which would cause the Company
        to
        violate any state or federal law relating to sexual harassment or age, sex
        or
        other prohibited discrimination or any violation of written policy of the
        Company or any successor entity adopted in respect to such law; (v) failure
        to
        follow Company work rules or the lawful instructions (written or otherwise)
        of
        the Board of Directors of the Company or a responsible executive to whom
        the
        employee directly or indirectly reports, provided compliance with such directive
        was reasonably within the scope of the employee's duties and the employee
        was
        given notice that his or her conduct could give rise to termination and such
        conduct is not, or could not be cured, within ten (10) days thereafter; or
        (vi)
        any violation of a confidentiality or non-competition agreement or patent
        assignment agreement or any agreement relating to the Company's protection
        of
        intellectual property rights.

       

      "Code"
        means the Internal Revenue Code of 1986, as amended, and any successor Code,
        and
        related rules, regulations and interpretations.

       

      "Effective
        Date" means the date on which the Plan is approved by the Board as set forth
        in
        Section 18.

       

      "Fair
        Market Value" of the Stock on any given date means (i) if the Stock is listed
        on
        any established stock exchange or a national market system, including without
        limitation the National Market or SmallCap Market of The Nasdaq Stock Market,
        its Fair Market Value shall be the closing sales price for such stock (or
        the
        closing bid, if no sales were reported) as quoted on such exchange or system
        for
        the last market trading day prior to the time of determination, as reported
        in
        The Wall Street Journal or such other source as the Administrator deems
        reliable; (ii) if the Stock is regularly traded on the Nasdaq OTC Bulletin
        Board
        Service, or a comparable automated quotation system, its Fair Market Value
        shall
        be the mean between the high bid and low asked prices for the Stock on the
        last
        market trading day prior to the day of determination; or (iii) in the absence
        of
        an established market for the Stock, the Fair Market Value thereof shall
        be
        determined in good faith by the Plan Administrator.

       

      "Incentive
        Stock Option" means any Stock Option designated and qualified as an "incentive
        stock option" as defined in Section 422 of the Code.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      "Non-Qualified
        Stock Option" means any Stock Option that is not an Incentive Stock
        Option.

       

      "Option"
        or "Stock Option" means any Option to purchase shares of Stock granted pursuant
        to Section 6.

       

      "Option
        Period" means the period commencing on the grant date of an Option and ending
        on
        the last day of the term of such Option as established pursuant to Section
        8.2.

       

      "Participating
        Company" means the Company or any or Subsidiary Corporation or any other
        member
        of the Participating Company Group.

       

      "Participating
        Company Group" means, at any point in time, any Participating Company or
        all
        corporations collectively which are then Participating Companies.

       

      "Service"
        means a participant's employment or service with any member of the Participating
        Company Group, whether in the capacity of an employee, officer, director
        or a
        consultant. The participant's Service shall not be deemed to have terminated
        merely because of a change in the Participating Company for which the
        participant renders such Service, provided that there is no interruption
        or
        termination of the participant's Service. Furthermore, a participant's Service
        with the Participating Company Group shall not be deemed to have terminated
        if
        the participant takes any military leave, sick leave, or other bona fide
        leave
        of absence approved by a Participating Company; provided, however, that if
        any
        such leave exceeds ninety (90) days, on the ninety-first (91st) day of such
        leave the participant's Service shall be deemed to have terminated unless
        the
        participant's right to return to Service with the Participating Company is
        guaranteed by statute or contract.

       

      "Stock"
        means the Common Stock, par value $.001 per share, of the Company, subject
        to
        adjustments pursuant to Section 11.

       

      "Stock
        Award" means any award granted pursuant to Section 9.

       

      "Subsidiary"
        means any, whether now or hereafter existing, corporation or other entity
        (other
        than the Company) in any unbroken chain of corporations or other entities,
        beginning with the Company, if each of the corporations or entities owns
        stock
        or other interests possessing 50% or more of the economic interest or the
        total
        combined voting power of all classes of stock or other interests in one of
        the
        other corporations or entities in the chain, whether now or hereafter
        existing.

       

      Section
        2. Administration. The
        Plan
        shall be administered by the full Board of Directors of the Company or a
        committee of such Board of Directors comprised of two or more "Non-Employee
        Directors" within the meaning of Rule 16b-3(a)(3) promulgated under the Act
        (the
        "Plan Administrator"). Subject to the provisions of the Plan, the Plan
        Administrator is authorized to:

       

      
        	
              	(a)	
                construe
                  the Plan and any Award under the
                  Plan;

              


      

       

      
        	 	
                (b)

              	
                select
                  the directors, officers, employees and consultants of any Participating
                  Company to whom Awards may be
                  granted;

              


      

       

      
        	
              	(c)	
                determine
                  the number of shares of Stock to be covered by any
                  Award;

              


      

       

      
        
          
            	
                  	(d)	
                    determine
                      and modify from time to time the terms and conditions, including
                      restrictions, of any Award and to approve the form of written
                      instrument
                      evidencing Awards;

                  


          

        

      

       

      
        	 	
                (e)

              	
                accelerate
                  at any time the exercisability or vesting of all or any portion
                  of any
                  Award and/or to include provisions in Awards providing for such
                  acceleration;

              


      

       

      
        	 	
                (f)

              	
                impose
                  limitations on Awards, including limitations on transfer and repurchase
                  provisions;

              


      

       

      
        	 	
                (g)

              	
                extend
                  the exercise period within which Stock Options may be exercised;
                  and

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	 	
                (h)

              	
                determine
                  at any time whether, to what extent, and under what circumstances
                  Stock
                  and other amounts payable with respect to an Award shall be deferred
                  either automatically or at the election of the participant and
                  whether and
                  to what extent the Company shall pay or credit amounts constituting
                  interest (at rates determined by the Plan Administrator) or dividends
                  or
                  deemed dividends on such deferrals.

              


      

       

      The
        determination of the Plan Administrator on any such matters shall be
        conclusive.

       

      Section
        3 Delegation
        of Authority to Grant Awards. In
        accordance with applicable laws, the Plan Administrator, in its discretion,
        may
        delegate to one or more executive officers of the Company all or part of
        the
        Plan Administrator's authority and duties with respect to granting Awards
        and
        all references in the Plan to the "Plan Administrator" shall include such
        executive officers to the extent they are acting pursuant to such delegation.
        The Plan Administrator may revoke or amend the terms of such a delegation
        at any
        time, but such revocation shall not invalidate prior actions of the executive
        officers that were consistent with the terms of the Plan.

       

      Section
        4 Eligibility. Awards
        may only be granted to employees, directors, and consultants with any member
        of
        the Participating Company Group. For purposes of the foregoing sentence,
        "employees," "directors" and "consultants" shall include prospective employees,
        prospective directors and prospective consultants to whom Awards are granted
        in
        connection with written offers of an employment or other service relationship
        with a Participating Company.

       

      Section
        5 Shares
        Subject to the Plan. The
        number of shares of Stock which may be issued pursuant to the Plan shall
        be
        5,000,000. For purposes of the foregoing limitation, the shares of Stock
        underlying any Awards which are forfeited, canceled, reacquired by the Company,
        satisfied without the issuance of Stock or otherwise terminated (other than
        by
        exercise) shall be added back to the number of shares of Stock available
        for
        issuance under the Plan. Stock to be issued under the Plan may be either
        authorized and unissued shares or shares held in treasury by the Company.
        Notwithstanding the foregoing, on and after the date that the Plan is subject
        to
        Section 162(m) of the Code, Stock Options with respect to no more than 2,500,000
        shares of Stock may be granted to any one individual participant during any
        one
        calendar year period.

       

      Section
        6 Stock
        Options. Options
        granted pursuant to the Plan may be either Options which are Incentive Stock
        Options or Non-Qualified Stock Options. Incentive Stock Options and
        Non-Qualified Stock Options shall be granted separately hereunder. The Plan
        Administrator, shall determine whether and to what extent Options shall be
        granted under the Plan and whether such Options granted shall be Incentive
        Stock
        Options or Non-Qualified Stock Options; provided, however, that: (i) Incentive
        Stock Options may be granted only to employees of the Company or any Subsidiary
        that is a "subsidiary corporation" within the meaning of Section 424(f) of
        the
        Code; and (ii) No Incentive Stock Option may be granted following the tenth
        anniversary of the Effective Date of the Plan. The provisions of the Plan
        and
        any Stock Option Agreement pursuant to which Incentive Stock Options shall
        be
        issued shall be construed in a manner consistent with Section 422
        of the
        Code (or any successor provision) and rules and regulations promulgated
        thereunder. 

       

      Section
        7 ISO
        Fair Market Value Limitation. To
        the
        extent that Options designated as Incentive Stock Options (granted under
        all
        stock option plans of the Participating Company Group, including the Plan)
        become exercisable by a participant for the first time during any calendar
        year
        for Stock having a Fair Market Value greater than One Hundred Thousand Dollars
        ($100,000), the portion of such Options which exceeds such amount shall be
        treated as Non-Qualified Stock Options. For purposes of this Section 7, Options
        designated as Incentive Stock Options shall be taken into account in the
        order
        in which they were granted, and the Fair Market Value of Stock shall be
        determined as of the time the Option with respect to such Stock is granted.
        If
        the Code is amended to provide for a different limitation from that set forth
        in
        this Section 7, such different limitation shall be deemed incorporated herein
        effective as of the amendment date and with respect to such Options as required
        or permitted by such amendment to the Code. If an Option is treated as an
        Incentive Stock Option in part and as a Nonstatutory Stock Option in part
        by
        reason of the limitation set forth in this Section 7, the participant may
        designate which portion of such Option the participant is exercising. In
        the
        absence of such designation, the participant shall be deemed to have exercised
        the Incentive Stock Option portion of the Option first. Separate certificates
        representing each such portion shall be issued upon the exercise of the Option.
        The Company shall have no liability to a participant, or any other party,
        if an
        option, or any part thereof, that is intended to be an Incentive Stock Option,
        is not an Incentive Stock Option or if a participant makes a disqualifying
        disposition under an option that otherwise qualified as an Incentive Stock
        Option.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Section
        8 Terms
        of Options. Each
        Option granted under the Plan shall be evidenced by an agreement between
        the
        Company and the person to whom such Option is granted (the "Option Agreement")
        and shall be subject to the following terms and conditions:

       

      8.1 Exercise
        Price.
        Subject
        to adjustment as provided in Section 11 of this Plan, the price at
        which
        each share covered by an Option may be purchased shall be determined in each
        case by the Plan Administrator; provided, however, that such price shall
        not, in
        the case of an Incentive Stock Option, be less than the Fair Market Value
        of the
        underlying Stock at the time the Option is granted. If a participant owns
        (or is
        deemed to own under applicable provisions of the Code and rules and regulations
        promulgated thereunder) more than ten percent (10%) of the combined
        voting
        power of all classes of the stock of the Company and an Option granted to
        such
        participant is intended to qualify as an Incentive Stock Option, the Option
        price shall be no less than 110% of the Fair Market Value of the Stock covered
        by the Option on the date the Option is granted.

       

      8.2 Exercise
        Period.
        Options
        shall be exercisable at such time or times, or upon such event or events,
        and
        subject to such terms, conditions, performance criteria, and restrictions
        as
        shall be determined by the Plan Administrator and set forth in the Option
        Agreement evidencing such Option; provided, however, that (i) no Option shall
        be
        exercisable after the expiration of ten (10) years after the date of grant
        of
        such Option, (ii) no Incentive Stock Option granted to a participant who
        owns
        more than 10% of the combined voting power of all classes of stock of the
        Company (or any parent or subsidiary of the Company) shall be exercisable
        after
        the expiration of five (5) years after the date of grant of such Option,
        and
        (iii) no Option granted to a prospective employee, prospective consultant
        or
        prospective director may become exercisable prior to the date on which such
        person commences Service with the Participating Company. Subject to the
        foregoing, unless otherwise specified by the Option Agreement evidencing
        the
        Option, any Option granted hereunder shall have a term of ten (10) years
        from
        the effective date of grant of the Option.

       

      8.3 Effect
        of Termination of Service.
        Unless
        otherwise provided in such participant's Option Agreement:

       

      
        	(i)          
                 	
                Death. If
                  a participant shall cease to perform Service as a result of such
                  participant's death, any Options then exercisable shall be exercisable
                  until the earlier to occur of one year anniversary of the participant's
                  death or the expiration of the Option Period and only by the participant's
                  personal representative or persons entitled thereto under the
                  participant's will or the laws of descent and
                  distribution.

              


      

       

      
        	 	
                (ii)

              	
                Termination
                  of Service. If
                  a participant shall cease to perform Service to any member of the
                  Participating Company Group, all Options to which the participant
                  is then
                  entitled to exercise may be exercised until the earlier to occur
                  of the
                  three month anniversary of the participant's termination of Service
                  or the
                  expiration of the Option Period or, if such termination was due
                  to
                  disability or retirement (as hereinafter defined), until the earlier
                  to
                  occur of the one year anniversary of the participant's termination
                  of
                  Service or the expiration of the Option Period. Notwithstanding
                  the
                  foregoing, in the event that any termination of Service shall be
                  for
                  “Cause” (as defined herein) or the participant voluntarily terminates
                  his
                  or her Service, then any and all Options held by such participant
                  shall
                  terminate within 15 days’ notice of such termination. For purposes of the
                  Plan, "retirement" shall mean the termination of employment with
                  the
                  Participating Company Group, other than for Cause, at any time
                  under
                  circumstances which would entitle such participant to other retirement
                  benefits provided by the Participating Company to whom the participant
                  was
                  providing Service immediately prior to the termination of Service
                  or such
                  other circumstances that the Plan Administrator concludes should
                  be deemed
                  a retirement.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	 	
                (iii)

              	
                Limitation
                  on Shares. The
                  Option may not be exercised for more shares (subject to adjustment
                  as
                  provided in Section 11) after the termination of the participant's
                  Service than the participant was entitled to purchase thereunder
                  at the
                  time of the termination of such
                  relationship.

              


      

       

      8.4 Payment
        of Exercise Price.
        The
        Option exercise price of each share purchased pursuant to an Option shall
        be
        paid in full at the time of each exercise (the "Payment Date") of the Option
        (i) in cash; (ii) by delivering to the Company a notice of exercise
        with an
        irrevocable direction to a broker-dealer registered under the Act to sell
        a
        sufficient portion of the shares and deliver the sale proceeds directly to
        the
        Company to pay the exercise price; (iii) in the discretion of the
        Plan
        Administrator, through the delivery to the Company of previously-owned shares
        of
        Common Stock having an aggregate Fair Market Value equal to the Option exercise
        price of the shares being purchased pursuant to the exercise of the Option;
        provided, however, that shares of Common Stock delivered in payment of the
        Option price must have been held by the participant for at least six (6)
        months
        in order to be utilized to pay the Option price; (iv) in the discretion of
        the
        Plan Administrator, by an election to have the Company withhold shares otherwise
        issuable to the participant having a Fair Market Value equal to the Option
        exercise price of the shares being purchased pursuant to the exercise of
        the
        Option; or (v) in the discretion of the Plan Administrator, through
        any
        combination of the payment procedures set forth in
        subsections (i)-(iv)

       

      8.5 Nontransferability
        of Options.
        No
        Option shall be assignable or transferable other than by the laws of descent
        and
        distribution. During the lifetime of the participant, an Option shall be
        exercisable only by the participant or, in the event of the participant's
        incapacity, by the participant's legal guardian or legal representative.
        

       

      Section
        9 Stock
        Awards.

       

      
        	 	
                (a)

              	
                The
                  Plan Administrator may grant Stock Awards to any officer, employee
                  or
                  consultant with any member of the Participating Company Group.
                  A Stock
                  Award entitles the recipient to acquire shares of Stock subject
                  to such
                  restrictions and conditions as the Plan Administrator may determine
                  at the
                  time of grant ("Stock Award"). Conditions may be based on continuing
                  employment (or other business relationship) and/or achievement
                  of
                  pre-established performance goals and
                  objectives.

              


      

       

      
        	(b)        
                  	
                Upon
                  execution of a written instrument setting forth the Stock Award
                  and paying
                  any applicable purchase price, a participant shall have the rights
                  of a
                  shareholder with respect to the Stock subject to the Stock Award,
                  including, but not limited to the right to vote and receive dividends
                  with
                  respect thereto; provided, however, that shares of Stock subject
                  to Stock
                  Awards that have not vested shall be subject to the restrictions
                  on
                  transferability described in Section 9(d) below. Unless the Plan
                  Administrator shall otherwise determine, certificates evidencing
                  the Stock
                  Awards shall remain in the possession of the Company until such
                  Stock is
                  vested as provided in Section 9(c)
                  below.

              


      

       

      
        	(c)           	
                The
                  Plan Administrator at the time of grant shall specify the date
                  or dates
                  and/or the attainment of pre-established performance goals, objectives
                  and
                  other conditions on which Stock shall become vested, subject to
                  such
                  further rights of the Company or its assigns as may be specified
                  in the
                  instrument evidencing the Stock Award. If the participant or the
                  Company,
                  as the case may be, fails to achieve the designated goals or the
                  participant's relationship with the Company is terminated prior
                  to the
                  expiration of the vesting period, the participant shall forfeit
                  all shares
                  of Stock subject to the Stock Award which have not then
                  vested.

              


      

       

      
        	(d)           	
                Unvested
                  Stock may not be sold, assigned transferred, pledged or otherwise
                  encumbered or disposed of except as specifically provided herein
                  or in the
                  written instrument evidencing the Stock
                  Award.

              


      

       

      
        
          
          

        

        
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      Section
        10 Tax
        Withholding.

       

      
        	 	
                (a)

              	
                Whenever
                  shares of Stock or Options are to be issued or cash is to be paid
                  under
                  the Plan, under circumstances in which the Plan Administrator believes
                  that any federal, state or local tax withholding may be imposed,
                  the
                  Company or Subsidiary, as the case may be, shall have the right
                  to require
                  the participant to remit to the Company or Subsidiary, as the case
                  may be,
                  an amount sufficient to satisfy the minimum federal, state and
                  local tax
                  withholding requirements prior to the delivery of any certificate
                  for
                  shares or any proceeds; provided, however, that in the case of
                  a
                  participant who receives an Award of Stock under the Plan which
                  is not
                  fully vested, the participant shall remit such amount on the first
                  business day following the Tax Date. The "Tax Date" for purposes
                  of this
                  Section 10 shall be the date on which the amount of tax
                  to be
                  withheld is determined. If a participant makes a disposition of
                  Stock
                  acquired upon the exercise of an Incentive Stock Option within
                  either two
                  years after the Option was granted or one year after its exercise
                  by the
                  participant, the participant shall promptly notify the Company
                  and the
                  Company shall have the right to require the participant to pay
                  to the
                  Company an amount sufficient to satisfy federal, state and local
                  tax
                  withholding requirements.

              


      

       

       

      
        	 	
                (b)

              	
                A
                  participant who is obligated to pay the Company an amount required
                  to be
                  withheld under applicable tax withholding requirements may pay
                  such amount
                  (i) in cash; (ii) in the discretion of the Plan Administrator,
                  through the delivery to the Company of previously-owned shares
                  of Stock
                  having an aggregate Fair Market Value on the Tax Date equal to
                  the tax
                  obligation provided that the previously owned shares delivered
                  in
                  satisfaction of the withholding obligations must have been held
                  by the
                  participant for at least six (6) months; (iii) in the discretion
                  of the
                  Plan Administrator, through an election to have the Company withhold
                  shares of Stock otherwise issuable to the participant having a
                  Fair Market
                  Value on the Tax Date equal to the amount of tax required to be
                  withheld,
                  or (iv) in the discretion of the Plan Administrator, through a
                  combination
                  of the procedures set forth in subsections (i), (ii) and (iii)
                  of this
                  Section 10(b).

              


      

       

       

      
        	 	
                (c)

              	
                An
                  election by a participant to have shares of Stock withheld to satisfy
                  federal, state and local tax withholding requirements pursuant
                  to
                  Section 10(b) must be in writing and delivered to the Company
                  prior
                  to the Tax Date.

              


      

       

      Section
        11 Adjustment
        of Number and Price of Shares.

       

      Any
        other
        provision of the Plan notwithstanding:

       

      
        	 	
                (a)

              	
                If,
                  through or as a result of any merger, consolidation, sale of all
                  or
                  substantially all of the assets of the Company, reorganization,
                  recapitalization, reclassification, stock dividend, stock split,
                  reverse
                  stock split or other similar transaction, the outstanding shares
                  of Stock
                  are increased or decreased or are exchanged for a different number
                  or kind
                  of shares or other securities of the Company, or additional shares
                  or new
                  or different shares or other securities of the Company or other
                  non-cash
                  assets are distributed with respect to such shares of Stock or
                  other
                  securities, the Plan Administrator shall make an appropriate or
                  proportionate adjustment in (i) the number of Stock Options that
                  can be
                  granted to any one individual participant, (ii) the number and
                  kind of
                  shares or other securities subject to any then outstanding Awards
                  under
                  the Plan, and (iii) the price for each share subject to any then
                  outstanding Stock Options under the Plan, without changing the
                  aggregate
                  exercise price (i.e., the exercise price multiplied by the number
                  of
                  shares) as to which such Stock Options remain exercisable. The
                  adjustment
                  by the Plan Administrator shall be final, binding and
                  conclusive.

              


      

       

       

      
        	 	
                (b)

              	
                In
                  the event that, by reason of a corporate merger, consolidation,
                  acquisition of property or stock, separation, reorganization or
                  liquidation, the Board of Directors shall authorize the issuance
                  or
                  assumption of a stock Option or stock Options in a transaction
                  to which
                  Section 424(a) of the Code applies, then, notwithstanding
                  any other
                  provision of the Plan, the Plan Administrator may grant an Option
                  or
                  Options upon such terms and conditions as it may deem appropriate
                  for the
                  purpose of assumption of the old Option, or substitution of a new
                  Option
                  for the old Option, in conformity with the provisions of Code
                  Section 424(a) and the rules and regulations thereunder,
                  as they may
                  be amended from time to time.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

              	
                No
                  adjustment or substitution provided for in this Section 11
                  shall
                  require the Company to issue or to sell a fractional share under
                  any
                  Option Agreement or share award agreement and the total adjustment
                  or
                  substitution with respect to each stock Option and share award
                  agreement
                  shall be limited accordingly.

              


      

       

       

      
        	 	
                (d)

              	
                In
                  the case of (i) the dissolution or liquidation of the Company,
                  (ii) a
                  merger, reorganization or consolidation in which the Company is
                  acquired
                  by another person or entity (other than a holding company formed
                  by the
                  Company), (iii) the sale of all or substantially all of the assets
                  of the
                  Company to an unrelated person or entity, or (iv) the sale of all
                  of the
                  stock of the Company to a unrelated person or entity (in each case,
                  a
                  "Fundamental Transaction"), the Plan and all Awards granted hereunder
                  shall terminate, unless provision is made in connection with the
                  Fundamental Transaction for the assumption of the Awards heretofore
                  granted, or the substitution of such Awards with new awards of
                  the
                  successor entity, with appropriate adjustment as to the number
                  and kind of
                  shares and, if appropriate, the per share exercise price as provided
                  in
                  Subsections (a) and (b) of this Section 11. In the event
                  of such
                  termination and in the event the Board does not provide for the
                  Cash
                  Payment described in Subsection (e) of this Section each participant
                  shall
                  be notified of such proposed termination and permitted to exercise
                  for a
                  period of at least 15 days prior to the date of such termination
                  all
                  Options held by such participant which are then
                  exercisable.

              


      

       

      
        	(e)        
                  	
                In
                  the event that the Company shall be merged or consolidated with
                  another
                  corporation or entity, other than a corporation or entity which
                  is an
                  "affiliate" of the Company. under the terms of which holders of
                  Stock of
                  the Company will receive upon consummation thereof a cash payment
                  for each
                  share of Stock of the Company surrendered pursuant to such Business
                  Combination (the "Cash Purchase Price"), the Board of Directors
                  may
                  provide that all outstanding Options shall terminate upon consummation
                  of
                  such transaction and each participant shall receive, in exchange
                  therefor,
                  a cash payment equal to the amount (if any) by which (i) the Cash
                  Purchase
                  Price multiplied by the number of shares of Stock of the Company
                  subject
                  to outstanding Options held by such participant exceeds (ii) the
                  aggregate
                  exercise price of such Options.

              


      

       

      Section
        12 Change
        in Control.

       

      
        	 	
                (a)

              	
                Unless
                  otherwise provided in such participant’s Option Agreement, agreements
                  relating to Stock Awards or in a written employment or other agreement
                  directly addressing the same subject matter as addressed below,
                  in the
                  event that the Plan is terminated as a result of or following a
                  Change in
                  Control (as defined herein), all vested Options and Stock Awards
                  then
                  outstanding at the time of such Plan termination may be exercised
                  for a
                  period of thirty (30) days from the date of notice of the proposed
                  termination. In such event, all participants shall be credited
                  with an
                  additional six (6) months of service for the purpose of any otherwise
                  unvested Options and Stock Awards. Upon a Change in Control in
                  which the
                  Plan is either assumed or otherwise not subject to termination,
                  if during
                  the remaining term of such a participant's Options or Stock Awards,
                  the
                  participant is terminated other than for Cause, the participant
                  will, at
                  the time of such termination, be credited with an additional six
                  (6)
                  months of service for the purpose of any otherwise unvested Options
                  and
                  Stock Awards; however, in the event of a termination for Cause,
                  all
                  Options shall immediately terminate and all unvested portions of
                  Stock
                  Awards shall immediately terminate.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                As
                  used herein, a "Change in Control" shall be deemed to have occurred
                  if:
                  (i) any "person" (as such term is used in Section 13(d) and 14(d)
                  of the
                  Exchange Act) acquires "beneficial ownership" (as defined in Rule
                  13d-3
                  under the Exchange Act), directly or indirectly, of securities
                  of the
                  Company representing fifty percent (50%) or more of the voting
                  power of
                  the then outstanding securities of the Company except where the
                  acquisition is approved by the Board; or (ii) if the Company is
                  to be
                  consolidated with or acquired by another entity in a merger or
                  other
                  reorganization in which the holders of the outstanding voting stock
                  of the
                  Company immediately preceding the consummation of such event, shall,
                  immediately following such event, hold, as a group, less than a
                  majority
                  of the voting securities of the surviving or successor entity or
                  in the
                  event of a sale of all or substantially all of the Company's assets
                  or
                  otherwise.

              


      

       

      
         

      

      
        	 	
                (c)

              	
                Notwithstanding
                  anything in the Plan to the contrary, the acceleration of vesting
                  and
                  exercisability provided by Subsection (a) of this Section shall
                  not occur
                  if in the judgment of the Plan Administrator; (i) such acceleration
                  would
                  have a material adverse effect upon the transaction causing the
                  Change in
                  Control; and the Company’s Board of Directors directed the Plan
                  Administrator that the transaction causing the Change in Control
                  was in
                  the best interests of the Company and its shareholders; or (ii)
                  the
                  acceleration could expose the Company to certain adverse tax, accounting,
                  legal or regulatory issues.

              


      

       

      Section
        13 No
        Right to Future Employment. Nothing
        contained in the Plan nor in any Award agreement shall confer upon any
        participant any right with respect to the continuance of employment by the
        Company nor interfere in any way with the right of the Company to terminate
        his
        employment or change his compensation at any time.

       

      Section
        14 Amendment
        and Discontinuance. The
        Board
        of Directors may alter, amend, suspend or discontinue the Plan, provided
        that no
        such action shall deprive any person without such person's consent of any
        rights
        theretofore granted pursuant hereto.

       

      Section
        15 Compliance
        with Section 16. With
        respect to persons subject to Section 16 of the Act, transactions
        under
        this Plan are intended to comply with all applicable conditions of Rule 16b-3
        (or its successor rule and shall be construed to the fullest extent possible
        in
        a manner consistent with this intent ). To the extent that any Award fails
        to so
        comply, it shall be deemed to be modified to the extent permitted by
        law
        and to the extent deemed advisable by the Plan Administrator in order to
        comply
        with Rule 16b-3.

       

      Section
        16 Compliance
        with Governmental Regulations.
        Notwithstanding any provision of the Plan or the terms of any agreement entered
        into pursuant to the Plan, the Company shall not be required to issue any
        shares
        of Stock hereunder prior to registration of the shares subject to the Plan
        under
        the Securities Act of 1933 or the Act, if such registration shall be necessary,
        or before compliance by the Company or any participant with any other provisions
        of either of those acts or of regulations or rulings of the Securities and
        Exchange Commission thereunder, or before compliance with other federal and
        state laws and regulations and rulings thereunder, including the rules any
        applicable exchange or of the Nasdaq Stock Market. The Company shall use
        its
        best efforts to effect such registrations and to comply with such laws,
        regulations and rulings forthwith upon advice by its counsel that any such
        registration or compliance is necessary.

       

      Section
        17 Participation
        by Foreign Nationals. The
        Plan
        Administrator may, in order to fulfill the purposes of the Plan and without
        amending the Plan, modify grants to foreign nationals or United States citizens
        employed abroad in order to recognize differences in local law, tax policy
        or
        custom.

       

      Section
        18 Effective
        Date of Plan - Shareholder Approval. The
        Plan
        was approved by the Board and became effective on October 20, 2005. Those
        provisions of the Plan that for federal tax purposes require approval of
        the
        stockholders of the Company (i.e., the granting of incentive stock options)
        shall not become effective until adopted by the stockholders, however, the
        Company reserves the right to grant Incentive Stock Options provided stockholder
        approval is secured within one (1) year from the date thereof. In the event
        Incentive Stock Options are granted and Stockholder approval is not timely
        secured, such Options shall remain in full force and effect, however, shall
        automatically convert to Non-Qualified Options.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      Section
        19 Governing
        Law. The
        Plan
        shall be governed by the internal laws of the State of Delaware without giving
        effect to its choice of law provisions. Unless otherwise provided in an Option
        Agreement or Award Agreement, Awards shall be governed by the same laws as
        the
        Plan.

       

      


      
        
          
          

        

        
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