EXHIBIT
      4.1

    


     

    SPEEDEMISSIONS,
      INC.

     

    2005
      OMNIBUS STOCK GRANT

    


    AND
      OPTION PLAN 

    


     

    


    


    


    


    


    


    


    


    

      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      

TABLE
      OF CONTENTS

     

    Page

    
      
        	 	 
	
                SECTION
                  1. PURPOSE.

              	
                1

              
	 	 
	
                SECTION
                  2. DEFINITIONS.

              	
                1

              
	 	
                (a)

              	
                “Award”

              	
                1

              
	 	
                (b)

              	
                “Board
                  of Directors”

              	
                1

              
	 	
                (c)

              	
                “Change
                  in Control”

              	
                1

              
	 	
                (d)

              	
                “Code”

              	
                1

              
	 	
                (e)

              	
                “Committee”

              	
                1

              
	 	
                (f)

              	
                “Common-Law
                  Employee”

              	
                1

              
	 	
                (g)

              	
                “Company”

              	
                2

              
	 	
                (h)

              	
                “Employee”

              	
                2

              
	 	
                (i)

              	
                “Exchange
                  Act”

              	
                2

              
	 	
                (j)

              	
                “Exercise
                  Price”

              	
                2

              
	 	
                (k)

              	
                “Fair
                  Market Value”

              	
                2

              
	 	
                (l)

              	
                “Incentive
                  Stock Option” or “ISO”

              	
                2

              
	 	
                (m)

              	
                “Nonstatutory
                  Option” or “NSO”

              	
                2

              
	 	
                (n)

              	
                “Offeree”

              	
                2

              
	 	
                (o)

              	
                “Option”

              	
                3

              
	 	
                (p)

              	
                “Optionee”

              	
                3

              
	 	
                (q)

              	
                “Outside
                  Director”

              	
                3

              
	 	
                (r)

              	
                “Participant”

              	
                3

              
	 	
                (s)

              	
                “Plan”

              	
                3

              
	 	
                (t)

              	
                “Plan
                  Year”

              	
                3

              
	 	
                (u)

              	
                “Purchase
                  Price”

              	
                3

              
	 	
                (v)

              	
                “Restricted
                  Share”

              	
                3

              
	 	
                (w)

              	
                “Service”

              	
                3

              
	 	
                (x)

              	
                “Share”

              	
                3

              
	 	
                (y)

              	
                “Stock”

              	
                3

              
	 	
                (z)

              	
                “Stock
                  Award Agreement”

              	
                3

              
	 	
                (aa)

              	
                “Stock
                  Option Agreement”

              	
                3

              
	 	
                (bb)

              	
                “Stock
                  Purchase Agreement”

              	
                3

              
	 	
                (cc)

              	
                “Subsidiary”

              	
                3

              
	 	
                (dd)

              	
                “Total
                  and Permanent Disability”

              	
                3

              
	 	
                (ee)

              	
                “W-2
                  Payroll”

              	
                3

              
	 	 
	
                SECTION
                  3. ADMINISTRATION.

              	
                4

              
	 	
                (a)

              	
                Committee
                  Membership

              	
                4

              
	 	
                (b)

              	
                Committee
                  Procedures

              	
                4

              
	 	
                (c)

              	
                Committee
                  Responsibilities

              	
                4

              
	 	
                (d)

              	
                Committee
                  Liability

              	
                4

              
	 	
                (e)

              	
                Financial
                  Reports

              	
                4

              
	 	 
	
                SECTION
                  4. ELIGIBILITY.

              	
                4

              
	 	
                (a)

              	
                General
                  Rule

              	
                4

              
	 	
                (b)

              	
                Ten
                  Percent Shareholders

              	
                4

              
	 	
                (c)

              	
                Attribution
                  Rules

              	
                5

              
	 	
                (d)

              	
                Outstanding
                  Stock

              	
                5

              
	 	 
	
                SECTION
                  5. STOCK SUBJECT TO PLAN.

              	
                5

              
	 	
                (a)

              	
                Basic
                  Limitation

              	
                5

              
	 	
                (b)

              	
                Additional
                  Shares

              	
                5

              


         

         

        
          
             

          

          
            -i-

            
              

            

          

          
             

          

        

         

        
          	
                  SECTION
                    6. TERMS AND CONDITIONS OF AWARDS OR SALES.

                	
                  5

                
	 	
                  (a)

                	
                  Stock
                    Purchase Agreement

                	
                  5

                
	 	
                  (b)

                	
                  Duration
                    of Offers

                	
                  6

                
	 	
                  (c)

                	
                  Purchase
                    Price

                	
                  6

                
	 	
                  (d)

                	
                  Payment
                    for Shares

                	
                  6

                
	 	
                  (e)

                	
                  Exercise
                    of Awards on Termination of Service

                	
                  6

                
	 	 
	
                  SECTION
                    7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED

                	
                  6

                
	 	
                  (a)

                	
                  Form
                    and Amount of Award

                	
                  6

                
	 	
                  (b)

                	
                  Exercisability

                	
                  7

                
	 	
                  (c)

                	
                  Effect
                    of Change in Control

                	
                  7

                
	 	
                  (d)

                	
                  Voting
                    Rights

                	
                  7

                
	 	 
	
                  SECTION
                    8. TERMS AND CONDITIONS OF OPTIONS.

                	
                  7

                
	 	
                  (a)

                	
                  Stock
                    Option Agreement

                	
                  7

                
	 	
                  (b)

                	
                  Number
                    of Shares

                	
                  7

                
	 	
                  (c)

                	
                  Exercise
                    Price

                	
                  7

                
	 	
                  (d)

                	
                  Exercisability

                	
                  7

                
	 	
                  (e)

                	
                  Effect
                    of Change in Control

                	
                  7

                
	 	
                  (f)

                	
                  Term

                	
                  8

                
	 	
                  (g)

                	
                  Exercise
                    of Options on Termination of Service

                	
                  8

                
	 	
                  (h)

                	
                  Payment
                    of Option Shares

                	
                  8

                
	 	
                  (i)

                	
                  Modification,
                    Extension and Assumption of Options

                	
                  8

                
	 	 
	
                  SECTION
                    9. ADJUSTMENT OF SHARES.

                	
                  9

                
	 	
                  (a)

                	
                  General

                	
                  9

                
	 	
                  (b)

                	
                  Reorganizations

                	
                  9

                
	 	
                  (c)

                	
                  Reservation
                    of Rights

                	
                  9

                
	 	 
	
                  SECTION
                    10. WITHHOLDING TAXES.

                	
                  9

                
	 	
                  (a)

                	
                  General

                	
                  9

                
	 	
                  (b)

                	
                  Share
                    Withholding

                	
                  9

                
	 	
                  (c)

                	
                  Cashless
                    Exercise/Pledge

                	
                  9

                
	 	
                  (d)

                	
                  Other
                    Forms of Payment

                	
                  9

                
	 	 
	
                  SECTION
                    11. ASSIGNMENT OR TRANSFER OF AWARDS.

                	
                  10

                
	 	
                  (a)

                	
                  General

                	
                  10

                
	 	
                  (b)

                	
                  Trusts

                	
                  10

                
	 	 
	
                  SECTION
                    12. LEGAL REQUIREMENTS.

                	
                  10

                
	 	 
	
                  SECTION
                    13. NO EMPLOYMENT RIGHTS.

                	
                  10

                
	 	 
	
                  SECTION
                    14. DURATION AND AMENDMENTS.

                	
                  10

                
	 	
                  (a)

                	
                  Term
                    of the Plan

                	
                  10

                
	 	
                  (b)

                	
                  Right
                    to Amend or Terminate the Plan

                	
                  10

                
	 	
                  (c)

                	
                  Effect
                    of Amendment or Termination

                	
                  10

                


        

      



     


    
      
         

      

      
        -ii-

        
          

        

      

      
         

        
        

      

    


    SPEEDEMISSIONS,
      INC.

     

    2005
      OMNIBUS STOCK GRANT
      AND OPTION PLAN

     

    


     

    SECTION
      1.   PURPOSE.

     

    The
      purpose of the Speedemissions, Inc. 2005 Omnibus Stock Grant and Option Plan
      (the “Plan”) is to offer selected employees, directors and consultants an
      opportunity to acquire a proprietary interest in the success of the Company,
      or
      to increase such interest, to encourage such selected persons to remain in
      the
      employ of the Company, and to attract new employees with outstanding
      qualifications. The Plan seeks to achieve this purpose by providing for Awards
      in the form of Restricted Shares and Options (which may constitute Incentive
      Stock Options or Nonstatutory Stock Options) as well as the direct award or
      sale
      of Shares of the Company’s Common Stock. Awards may be granted under this Plan
      in reliance upon federal and state securities law exemptions.

     

    SECTION
      2.   DEFINITIONS.

     

    (a)    “Award”
      shall
      mean any award of an Option, Restricted Share or other right under the
      Plan.

     

    (b)    “Board
      of Directors”
      shall
      mean the Board of Directors of the Company, as constituted from time to
      time.

     

    (c)    “Change
      in Control”
      shall
      mean:

     

    (i)    The
      consummation of a merger, consolidation, sale of the Company’s stock, or other
      reorganization of the Company (other than a reincorporation of the Company),
      if
      after giving effect to such merger, consolidation or other reorganization of
      the
      Company, the stockholders of the Company immediately prior to such merger,
      consolidation or other reorganization do not represent a majority interest
      of
      the holders of voting securities (on a fully diluted basis) with the ordinary
      voting power to elect directors of the surviving or resulting entity after
      such
      merger, consolidation or other reorganization; or

     

    (ii)    The
      sale
      of all or substantially all of the assets of the Company to a third party who
      is
      not an affiliate of the Company.

     

    (iii)    The
      term
      Change in Control shall not include: (a) a transaction the sole purpose of
      which
      is to change the state of the Company’s incorporation, or (b) the Company’s
      initial public offering.

     

    (d)    “Code”
      shall
      mean the Internal Revenue Code of 1986, as amended.

     

    (e)    “Committee”
      shall
      mean the Compensation Committee of the Board of Directors or any other committee
      which is authorized by the Board of Directors to administer the Plan under
      Section 3.

     

    (f)    “Common-Law
      Employee”
      shall
      mean an individual paid from W-2 Payroll of the Company or a Subsidiary. If,
      during any period, the Company (or Subsidiary, as applicable) has not treated
      an
      individual as a Common-Law Employee and, for that reason, has not paid such
      individual in a manner which results in the issuance of a Form W-2 and withheld
      taxes with respect to him or her, then that individual shall not be an eligible
      Employee for that period, even if any person, court of law or government agency
      determines, retroactively, that that individual is or was a Common-Law Employee
      during all or any portion of that period.

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    (g)    “Company”
      shall
      mean Speedemissions, Inc., a Florida corporation.

     

    (h)    “Employee”
      shall
      mean (i) any individual who is a Common - Law Employee of the Company or of
      a
      Subsidiary,
      (ii)
      a member
      of the Board of Directors, including (without limitation) an Outside Director,
      or an affiliate of a member of the Board of Directors,
      (iii)
      a member
      of the board of directors of a Subsidiary, or
      (iv)
      an
      independent contractor who performs services for the Company or a Subsidiary.
      Service as a member of the Board of Directors, a member of the board of
      directors of a Subsidiary or an independent contractor shall be considered
      employment for all purposes of the Plan except the second sentence of Section
      4(a).

     

    (i)    “Exchange
      Act”
      means
      the Securities and Exchange Act of 1934, as amended.

     

    (j)    “Exercise
      Price”
      shall
      mean the amount for which one Share may be purchased upon exercise of an Option,
      as specified by the Committee in the applicable Stock Option
      Agreement.

     

    (k)    “Fair
      Market Value”
      means
      the market price of Shares, determined by the Committee as follows:

     

    (i)    If
      the
      Shares were traded over-the-counter on the date in question but were not traded
      on the Nasdaq Stock Market or the Nasdaq National Market System, then the Fair
      Market Value shall be equal to the last trade price or the closing bid price
      for
      the stock as quoted on such date;

     

    (ii)    If
      the
      Shares were traded over-the-counter on the date in question and were traded
      on
      the Nasdaq Stock Market or the Nasdaq National Market System, then the Fair
      Market Value shall be equal to the last-transaction price quoted for such date
      by the Nasdaq Stock Market or the Nasdaq National Market;

     

    (iii)    If
      the
      Shares were traded on a stock exchange on the date in question, then the Fair
      Market Value shall be equal to the closing price reported by the applicable
      composite transactions report for such date; and

     

    (iv)    If
      none
      of the foregoing provisions is applicable, then the Fair Market Value shall
      be
      determined by the Committee in good faith on such basis as it deems
      appropriate.

     

    In
      all
      cases, the determination of Fair Market Value by the Committee shall be
      conclusive and binding on all persons.

     

    (l)    “Incentive
      Stock Option” or “ISO”
      shall
      mean an employee incentive stock option described in Code section
      422(b).

     

    (m)    “Nonstatutory
      Option” or “NSO”
      shall
      mean an employee stock option that is not an ISO.

     

    (n)    “Offeree”
      shall
      mean an individual to whom the Committee has offered the right to acquire Shares
      under the Plan (other than upon exercise of an Option).

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (o)    “Option”
      shall
      mean an Incentive Stock Option or Nonstatutory Option granted under the Plan
      and
      entitling the holder to purchase Shares.

     

    (p)    “Optionee”
      shall
      mean an individual or estate who holds an Option.

     

    (q)    “Outside
      Director”
      shall
      mean a member of the Board who is not a Common - Law Employee of the Company
      or
      a Subsidiary.

     

    (r)    “Participant”
      shall
      mean an individual or estate who holds an Award.

     

    (s)    “Plan”
      shall
      mean this 2005 Omnibus Stock Grant and Option Plan of Speedemissions,
      Inc..

     

    (t)    “Plan
      Year”
shall
      mean any twelve (12) month period (or shorter period during the final year
      of
      this Plan) commencing September 1 during the term of this Plan.

     

    (u)    “Purchase
      Price”
      shall
      mean the consideration for which one Share may be acquired under the Plan (other
      than upon exercise of an Option), as specified by the Committee.

     

    (v)    “Restricted
      Share”
      shall
      mean a Share sold or granted to an eligible Employee which is nontransferable
      and subject to substantial risk of forfeiture until restrictions
      lapse.

     

    (w)    “Service”
      shall
      mean service as an Employee.

     

    (x)    “Share”
      shall
      mean one share of Stock, as adjusted in accordance with Section 9 (if
      applicable).

     

    (y)    “Stock”
      shall
      mean the common stock of the Company.

     

    (z)    “Stock
      Award Agreement”
      shall
      mean the agreement between the Company and the recipient of a Restricted Share
      which contains the terms, conditions and restrictions pertaining to such
      Restricted Share.

     

    (aa)    “Stock
      Option Agreement”
      shall
      mean the agreement between the Company and an Optionee which contains the terms,
      conditions and restrictions pertaining to his or her Option.

     

    (bb)    “Stock
      Purchase Agreement”
      shall
      mean the agreement between the Company and an Offeree who acquires Shares under
      the Plan which contains the terms, conditions and restrictions pertaining to
      the
      acquisition of such Shares.

     

    (cc)    “Subsidiary”
      means
      any corporation (other than the Company) 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 such chain. A corporation that attains the status of a Subsidiary on a date
      after the adoption of the Plan shall be considered a Subsidiary commencing
      as of
      such date.

     

    (dd)    “Total
      and Permanent Disability”
      means
      that the Optionee is unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment.

     

    (ee)    “W-2
      Payroll”
      means
      whatever mechanism or procedure that the Company or a Subsidiary utilizes to
      pay
      any individual which results in the issuance of Form W-2 to the individual.
“W-2
      Payroll” does not include any mechanism or procedure which results in the
      issuance of any form other than a Form W-2 to an individual, including, but
      not
      limited to, any Form 1099 which may be issued to an independent contractor,
      an
      agency employee or a consultant. Whether a mechanism or procedure qualifies
      as a
“W-2 Payroll” shall be determined in the absolute discretion of the Company (or
      Subsidiary, as applicable), and the Company or Subsidiary determination shall
      be
      conclusive and binding on all persons.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    SECTION
      3.   ADMINISTRATION.

     

    (a)    Committee
      Membership.
      The
      Plan shall be administered by the Compensation Committee (the “Committee”)
      appointed by the Company’s Board of Directors and comprised of at least two or
      more Directors (although Committee functions may be delegated to officers to
      the
      extent the awards relate to persons who are not subject to the reporting
      requirements of Section 16 of the Exchange Act). If no Committee has been
      appointed, the entire Board shall constitute the Committee.

     

    (b)    Committee
      Procedures.
      The
      Board of Directors shall designate one of the members of the Committee as
      chairperson. The Committee may hold meetings at such times and places as it
      shall determine. The acts of a majority of the Committee members present at
      meetings at which a quorum exists, or acts reduced to or approved in writing
      by
      all Committee members, shall be valid acts of the Committee.

     

    (c)    Committee
      Responsibilities.
      The
      Committee has and may exercise such power and authority as may be necessary
      or
      appropriate for the Committee to carry out its functions as described in the
      Plan. The Committee has authority in its discretion to determine eligible
      Employees to whom, and the time or times at which, Awards may be granted and
      the
      number of Shares subject to each Award. Subject to the express provisions of
      the
      respective Award agreements (which need not be identical) and to make all other
      determinations necessary or advisable for Plan administration, the Committee
      has
      authority to prescribe, amend, and rescind rules and regulations relating to
      the
      Plan. All interpretations, determinations, and actions by the Committee will
      be
      final, conclusive, and binding upon all persons.

     

    (d)    Committee
      Liability.
      No
      member of the Board or the Committee will be liable for any action or
      determination made in good faith by the Committee with respect to the Plan
      or
      any Award made under the Plan.

     

    (e)    Financial
      Reports.
      To the
      extent required by applicable law, and not less often than annually, the Company
      shall furnish to Offerees, Optionees and Shareholders who have received Stock
      under the Plan its financial statements including a balance sheet regarding
      the
      Company’s financial condition and results of operations, unless such Offerees,
      Optionees or Shareholders have duties with the Company that assure them access
      to equivalent information. Such financial statements need not be
      audited.

     

    SECTION
      4.   ELIGIBILITY.

     

    (a)    General
      Rule.
      Only
      Employees shall be eligible for designation as Participants by the Committee.
      In
      addition, only individuals who are employed as Common - Law Employees by the
      Company or a Subsidiary shall be eligible for the grant of ISOs.

     

    (b)    Ten-Percent
      Shareholders.
      An
      Employee who owns more than ten percent (10%) of the total combined voting
      power
      of all classes of outstanding stock of the Company or any of its Subsidiaries
      shall not be eligible for designation as an Offeree or Optionee unless (i)
      the
      Exercise Price for an ISO (and a NSO to the extent required by applicable law)
      is at least one hundred ten percent (110%) of the Fair Market Value of a Share
      on the date of grant, (ii) if required by applicable law, the Purchase Price
      of
      Shares is at least one hundred percent (100%) of the Fair Market Value of a
      Share on the date of grant, and (iii) in the case of an ISO, such ISO by its
      terms is not exercisable after the expiration of ten years from the date of
      grant.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    (c)    Attribution
      Rules.
      For
      purposes of Subsection (b) above, in determining stock ownership, an Employee
      shall be deemed to own the stock owned, directly or indirectly, by or for his
      brothers, sisters, spouse, ancestors and lineal descendants. Stock owned,
      directly or indirectly, by or for a corporation, partnership, estate or trust
      shall be deemed to be owned proportionately by or for its shareholders, partners
      or beneficiaries. Stock with respect to which such Employee holds an Option
      shall not be counted.

     

    (d)    Outstanding
      Stock.
      For
      purposes of Subsection (b) above, “outstanding stock” shall include all stock
      actually issued and outstanding immediately after the grant. “Outstanding Stock”
shall not include shares authorized for issuance under outstanding Options
      held
      by the Employee or by any other person.

     

    SECTION
      5.   STOCK
      SUBJECT TO PLAN.

     

    (a)    Basic
      Limitation.
      Shares
      offered under the Plan shall be authorized but unissued Shares. Subject to
      Sections 5(b) and 9 of the Plan, the aggregate number of Shares which may be
      issued or transferred as common stock pursuant to an Award under the Plan shall
      not exceed Two Million Five Hundred Thousand (2,500,000) shares of Authorized
      Common Stock of the Company. Notwithstanding the above, on September 1 of each
      Plan Year, the number of shares that can be awarded under the Plan shall
      automatically be adjusted to an amount equal to ten percent (10%) of the
      outstanding Common Stock of the Company on August 31 of the immediately
      preceding year.

     

    In
      any
      event, the number of Shares which are subject to Awards or other rights
      outstanding at any time under the Plan shall not exceed the number of Shares
      which then remain available for issuance under the Plan. The Company, during
      the
      term of the Plan, shall at all times reserve and keep available sufficient
      Shares to satisfy the requirements of the Plan.

    


    (b)    Additional
      Shares.
      In the
      event that any outstanding Option or other right for any reason expires or
      is
      canceled or otherwise terminated, the Shares allocable to the unexercised
      portion of such Option or other right shall again be available for the purposes
      of the Plan. If a Restricted Share is forfeited before any dividends have been
      paid with respect to such Restricted Share, then such Restricted Share shall
      again become available for award under the Plan.

     

    SECTION
      6.   TERMS
      AND CONDITIONS OF AWARDS OR SALES.

     

    (a)    Stock
      Purchase Agreement.
      Each
      award or sale of Shares under the Plan (other than upon exercise of an Option)
      shall be evidenced by a Stock Purchase Agreement between the Offeree and the
      Company. Such award or sale shall be subject to all applicable terms and
      conditions of the Plan and may be subject to any other terms and conditions
      which are not inconsistent with the Plan and which the Committee deems
      appropriate for inclusion in a Stock Purchase Agreement. The provisions of
      the
      various Stock Purchase Agreements entered into under the Plan need not be
      identical.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    (b)    Duration
      of Offers.
      Any
      right to acquire Shares under the Plan (other than an Option) shall
      automatically expire if not exercised by the Offeree within thirty (30) days
      after the grant if such right was communicated to the Offeree by the
      Committee.

     

    (c)    Purchase
      Price.
      Unless
      otherwise permitted by applicable law, the Purchase Price of Shares to be
      offered under the Plan shall not be less than eighty-five percent (85%) of
      the
      Fair Market Value of a Share on the date of grant (100% for 10% shareholders),
      except as otherwise provided in Section 4(b). Subject to the preceding sentence,
      the Purchase Price shall be determined by the Committee in its sole discretion.
      The Purchase Price shall be payable in a form described in Subsection (d)
      below.

     

    (d)    Payment
      for Shares.
      The
      entire Purchase Price of Shares issued under the Plan shall be payable in lawful
      money of the United States of America at the time when such Shares are
      purchased, except as provided below:

     

    (i)    Surrender
      of Stock.
      To the
      extent that a Stock Option Agreement so provides, payment may be made all or
      in
      part with Shares which have already been owned by the Optionee or Optionee’s
      representative for any time period specified by the Committee and which are
      surrendered to the Company in good form for transfer. Such shares shall be
      valued at their Fair Market Value on the date when the new Shares are purchased
      under the Plan.

     

    (ii)    Promissory
      Notes.
      To the
      extent that a Stock Option Agreement or Stock Purchase Agreement so provides,
      and as permitted by applicable law, payment may be made all or in part with
      a
      full recourse promissory note executed by the Optionee or Offeree. The interest
      rate and other terms and conditions of such note shall be determined by the
      Committee. The Committee may require that the Optionee or Offeree pledge his
      or
      her Shares to the Company for the purpose of securing the payment of such note.
      In no event shall the stock certificate(s) representing such Shares be released
      to the Optionee or Offeree until such note is paid in full.

     

    (iii)    Cashless
      Exercise.
      To the
      extent that a Stock Option Agreement so provides and a public market for the
      Shares exists, payment may be made all or in part by delivery (on a form
      prescribed by the Committee) of an irrevocable direction to a securities broker
      to sell shares and to deliver all or part of the sale proceeds to the Company
      in
      payment of the aggregate Exercise Price.

     

    (iv)    Other
      Forms of Payment.
      To the
      extent provided in the Stock Option Agreement, payment may be made in any other
      form that is consistent with applicable laws, regulations and
      rules.

     

    (e)    Exercise
      of Awards on Termination of Service.
      Each
      Stock Award Agreement shall set forth the extent to which the recipient shall
      have the right to exercise the Award following termination of the recipient’s
      Service with the Company and its Subsidiaries. Such provisions shall be
      determined in the sole discretion of the Committee, need not be uniform among
      all the Awards issued pursuant to the Plan, and may reflect distinctions based
      on the reasons for termination of employment.

     

    SECTION
      7.   ADDITIONAL
      TERMS AND CONDITIONS OF RESTRICTED
      SHARES. 

    


    (a)    Form
      and Amount of Award.
      Each
      Stock Award Agreement shall specify the number of Shares that are subject to
      the
      Award. Restricted Shares may be awarded in combination with NSOs and such an
      Award may provide that the Restricted Shares will be forfeited in the event
      that
      the related NSOs are exercised.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    


    (b)    Exercisability.
      Each
      Stock Award Agreement shall specify the conditions upon which Restricted Shares
      shall become vested, in full or in installments. To the extent required by
      applicable law, each Stock Award shall become exercisable no less rapidly than
      the rate of 20% per year for each of the first five years from the date of
      grant. Subject to the preceding sentence, the exercisability of any Stock Award
      shall be determined by the Committee in its sole discretion.

     

    (c)    Effect
      of Change in Control.
      The
      Committee may determine at the time of making an Award or thereafter, that
      such
      Award shall become fully vested, in whole or in part, in the event that a Change
      in Control occurs with respect to the Company.

     

    (d)    Voting
      Rights.
      Holders
      of Restricted Shares awarded under the Plan shall have the same voting, dividend
      and other rights as the Company’s other stockholders. A Stock Award Agreement,
      however, may require that the holders invested any cash dividends received
      in
      additional Restricted Shares. Such additional Restricted Shares shall be subject
      to the same conditions and restrictions as the Award with respect to which
      the
      dividends were paid. Such additional Restricted Shares shall not reduce the
      number of Shares available under Section 5.

     

    SECTION
      8.   TERMS
      AND CONDITIONS OF OPTIONS.

     

    (a)    Stock
      Option Agreement.
      Each
      grant of an Option under the Plan shall be evidenced by a Stock Option Agreement
      between the Optionee and the Company. Such Option shall be subject to all
      applicable terms and conditions of the Plan and may be subject to any other
      terms and conditions which are not inconsistent with the Plan and which the
      Committee deems appropriate for inclusion in a Stock Option Agreement. The
      provisions of the various Stock Option Agreements entered into under the Plan
      need not be identical.

     

    (b)    Number
      of Shares.
      Each
      Stock Option Agreement shall specify the number of Shares that are subject
      to
      the Option and shall provide for the adjustment of such number in accordance
      with Section 9. The Stock Option Agreement shall also specify whether the Option
      is an ISO or a Nonstatutory Option.

     

    (c)    Exercise
      Price.
      Each
      Stock Option Agreement shall specify the Exercise Price. The Exercise Price
      of
      an ISO shall not be less than one hundred percent (100%) of the Fair Market
      Value of a Share on the date of grant, except as otherwise provided in Section
      4(b). Except as otherwise provided in Section 4(b), the Exercise Price of a
      Nonstatutory Option is not subject to any minimum price and the exercise price
      does not have to be determined based on the Fair Market Value of a Share.
      Subject to the preceding two sentences, the Exercise Price under any Option
      shall be determined by the Committee in its sole discretion. The Exercise Price
      shall be payable in a form described in Subsection (h) below.

     

    (d)    Exercisability.
      Each
      Stock Option Agreement shall specify the date when all or any installment of
      the
      Option is to become exercisable. To the extent required by applicable law,
      an
      Option shall become exercisable no less rapidly than the rate of 20% per year
      for each of the first five years from the date of grant. Subject to the
      preceding sentence, the exercisability of any Option shall be determined by
      the
      Committee in its sole discretion.

     

    (e)    Effect
      of Change in Control.
      The
      Committee may determine, at the time of granting an Option or thereafter, that
      such Option shall become fully exercisable as to all Shares subject to such
      Option in the event that a Change in Control occurs with respect to the
      Company.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    (f)    Term.
      The
      Stock Option Agreement shall specify the term of the Option. The term shall
      not
      exceed ten (10) years from the date of grant. Subject to the preceding sentence,
      the Committee at its sole discretion shall determine when an Option is to
      expire.

     

    (g)    Exercise
      of Options on Termination of Service.
      Each
      Option shall set forth the extent to which the Optionee shall have the right
      to
      exercise the Option following termination of the Optionee’s Service with the
      Company and its Subsidiaries. Such provisions shall be determined in the sole
      discretion of the Committee, need not be uniform among all Options issued
      pursuant to the Plan, and may reflect distinctions based on the reasons for
      termination of employment. Notwithstanding the foregoing, to the extent required
      by applicable law, each Option shall provide that the Optionee shall have the
      right to exercise the vested portion of any Option held at termination for
      at
      least 60 days following termination of Service with the Company for any reason,
      and that the Optionee shall have the right to exercise the Option for at least
      six months if the Optionee’s Service terminates due to death or
      Disability.

     

    (h)    Payment
      of Option Shares.
      The
      entire Exercise Price of Shares issued under the Plan shall be payable in lawful
      money of the United States of America at the time when such Shares are
      purchased, except as provided below:

     

    (i)    Surrender
      of Stock.
      To the
      extent that a Stock Option Agreement so provides, payment may be made all or
      in
      part with Shares which have already been owned by the Optionee or Optionee’s
      representative for any time period specified by the Committee and which are
      surrendered to the Company in good form for transfer. Such shares shall be
      valued at their Fair Market Value on the date when the new Shares are purchased
      under the Plan.

     

    (ii)    Promissory
      Notes.
      To the
      extent that a Stock Option Agreement or Stock Purchase Agreement so provides,
      and to the extent allowable to applicable law, payment may be made all or in
      part with a full recourse promissory note executed by the Optionee or Offeree.
      The interest rate and other terms and conditions of such note shall be
      determined by the Committee. The Committee may require that the Optionee or
      Offeree pledge his or her Shares to the Company for the purpose of securing
      the
      payment of such note. In no event shall the stock certificate(s) representing
      such Shares be released to the Optionee or Offeree until such note is paid
      in
      full.

     

    (iii)    Cashless
      Exercise.
      To the
      extent that a Stock Option Agreement so provides and a public market for the
      Shares exists, payment may be made all or in part by delivery (on a form
      prescribed by the Committee) of an irrevocable direction to a securities broker
      to sell shares and to deliver all or part of the sale proceeds to the Company
      in
      payment of the aggregate Exercise Price.

     

    (iv)    Other
      Forms of Payment.
      To the
      extent provided in the Stock Option Agreement, payment may be made in any other
      form that is consistent with applicable laws, regulations and
      rules.

     

    (i)    Modification,
      Extension and Assumption of Options.
      Within
      the limitations of the Plan, the Committee may modify, extend or assume
      outstanding Options or may accept the cancellation of outstanding Options
      (whether granted by the Company or another issuer) in return for the grant
      of
      new Options for the same or a different number of Shares and at the same or
      a
      different Exercise Price or for other consideration.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    SECTION
      9.   ADJUSTMENT
      OF SHARES.

     

    (a)    General.
      In the
      event of a subdivision of the outstanding Stock, a declaration of a dividend
      payable in Shares, a combination or consolidation of the outstanding Stock
      into
      a lesser number of Shares, a recapitalization, a reclassification or a similar
      occurrence, the Committee shall make appropriate adjustments, subject to the
      limitations set forth in Section 9(c), in one or more of (i) the number of
      Shares available for future Awards under Section 5, (ii) the number of Shares
      covered by each outstanding Option or Purchase Agreement or (iii) the Exercise
      Price or Purchase Price under each outstanding Option or Stock Purchase
      Agreement.

     

    (b)    Reorganizations.
      In the
      event that the Company is a party to a merger or reorganization, outstanding
      Options shall be subject to the agreement of merger or reorganization, provided
      however, that the limitations set forth in Section 9(c) shall
      apply.

     

    (c)    Reservation
      of Rights.
      Except
      as provided in this Section 9, an Optionee or an Offeree shall have no rights
      by
      reason of (i) any subdivision or consolidation of shares of stock of any class,
      (ii) the payment of any dividend or (iii) any other increase or decrease in
      the
      number of shares of stock of any class. Any issue by the Company of shares
      of
      stock of any class, or securities convertible into shares of stock of any class,
      shall not affect, and no adjustment by reason thereof shall be made with respect
      to, the number, Exercise Price or Purchase Agreement of Shares subject to an
      Option or Stock Purchase Agreement. The grant of an Award pursuant to the Plan
      shall not affect in any way the right or power of the Company to make
      adjustments, reclassifications, reorganizations or changes of its capital or
      business structure, to merge or consolidate or to dissolve, liquidate, sell
      or
      transfer all or any part of its business or assets.

     

    SECTION
      10.   WITHHOLDING
      TAXES.

     

    (a)    General.
      To the
      extent required by applicable federal, state, local or foreign law, a
      Participant or his or her successor shall make arrangements satisfactory to
      the
      Committee for the satisfaction of any withholding tax obligations that arise
      in
      connection with the Plan. The Company shall not be required to issue any Shares
      or make any cash payment under the Plan until such obligations are
      satisfied.

     

    (b)    Share
      Withholding.
      The
      Committee may permit a Participant to satisfy all or part of his or her
      withholding or income tax obligations by having the Company withhold all or
      a
      portion of any Shares that otherwise would be issued to him or her or by
      surrendering all or a portion of any Shares that he or she previously acquired.
      Such Shares shall be valued at their Fair Market Value on the date when taxes
      otherwise would be withheld in cash. Any payment of taxes by assigning Shares
      to
      the Company may be subject to restrictions, including any restrictions required
      by rules of any federal or state regulatory body or other
      authority.

     

    (c)    Cashless
      Exercise/Pledge.
      The
      Committee may provide that if Company Shares are publicly traded at the time
      of
      exercise, arrangements may be made to meet the Optionee’s withholding obligation
      by cashless exercise or pledge.

     

    (d)    Other
      Forms of Payment.
      The
      Committee may permit such other means of tax withholding as it deems
      appropriate.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    SECTION
      11.   ASSIGNMENT
      OR TRANSFER OF AWARDS.

     

    (a)    General.
      An
      Award granted under the Plan shall not be anticipated, assigned, attached,
      garnished, optioned, transferred or made subject to any creditor’s process,
      whether voluntarily, involuntarily or by operation of law, except as approved
      by
      the Committee. Notwithstanding the foregoing, ISOs may not be transferable.
      Also
      notwithstanding the foregoing, Offerees and Optionees may not transfer their
      rights hereunder except by will, beneficiary designation or the laws of descent
      and distribution.

     

    (b)    Trusts.
      Neither
      this Section 11 nor any other provision of the Plan shall preclude a Participant
      from transferring or assigning Restricted Shares to (a) the trustee of a trust
      that is revocable by such Participant alone, both at the time of the transfer
      or
      assignment and at all times thereafter prior to such Participant’s death, or (b)
      the trustee of any other trust to the extent approved by the Committee in
      writing. A transfer or assignment of Restricted Shares from such trustee to
      any
      other person than such Participant shall be permitted only to the extent
      approved in advance by the Committee in writing, and Restricted Shares held
      by
      such trustee shall be subject to all the conditions and restrictions set forth
      in the Plan and in the applicable Stock Award Agreement, as if such trustee
      were
      a party to such Agreement.

     

    SECTION
      12.   LEGAL
      REQUIREMENTS.

     

    Shares
      shall not be issued under the Plan unless the issuance and delivery of such
      Shares complies with (or is exempt from) all applicable requirements of law,
      including (without limitation) the Securities Act of 1933, as amended, the
      rules
      and regulations promulgated thereunder, state securities laws and regulations,
      and the regulations of any stock exchange on which the Company’s securities may
      then be listed.

     

    SECTION
      13.   NO
      EMPLOYMENT RIGHTS.

     

    No
      provision of the Plan, nor any right or Option granted under the Plan, shall
      be
      construed to give any person any right to become, to be treated as, or to remain
      an Employee. The Company and its Subsidiaries reserve the right to terminate
      any
      person’s Service at any time and for any reason.

     

    SECTION
      14.   DURATION
      AND AMENDMENTS.

     

    (a)    Term
      of the Plan.
      The
      Plan, as set forth herein, shall become effective on the date of its adoption
      by
      the Board of Directors, subject to the approval of the Company’s shareholders.
      In the event that the shareholders fail to approve the Plan within twelve (12)
      months after its adoption by the Board of Directors, any grants already made
      shall be null and void, and no additional grants shall be made after such date.
      The Plan shall terminate automatically ten (10) years after its adoption by
      the
      Board of Directors and may be terminated on any earlier date pursuant to
      Subsection (b) below.

     

    (b)    Right
      to Amend or Terminate the Plan.
      The
      Board of Directors may amend the Plan at any time and from time to time. Rights
      and obligations under any right or Option granted before amendment of the Plan
      shall not be materially altered, or impaired adversely, by such amendment,
      except with consent of the person to whom the right or Option was granted.
      An
      amendment of the Plan shall be subject to the approval of the Company’s
      shareholders only to the extent required by applicable laws, regulations or
      rules including the rules of any applicable exchange.

     

    (c)    Effect
      of Amendment or Termination.
      No
      Shares shall be issued or sold under the Plan after the termination thereof,
      except upon exercise of an Option granted prior to such termination. The
      termination of the Plan, or any amendment thereof, shall not affect any Shares
      previously issued or any Option previously granted under the Plan.

     

    


    [END
      OF PLAN]

     

     

    
      
         

      

        -10-